Directors Report of Runeecha Textiles Ltd.

Mar 31, 2015

Dear Member,

We have pleasure in presenting the 29th Annual Report of the Company along with the Audited Financial Statements of Account and Auditor's Report thereon for the year ended March 31, 2015.

COMPANY'S PERFORMANCE

The performance of the Company during the year was not satisfactory as the operations at the plant were stalled due to absence of need base working capital. Your Company's performance during the financial year 2014-15 is summarized below:

(Rs. In Lakh)

PARTICULARS Current Year Previous Year ended ended on 31-03-2015 on 31-03-2014

Income

Revenue from operations 194.53 3721.39

Other Income 2.32 54.46

Total Revenue 196.85 3775.85

Expenses

Cost of material consumed - 725.78

Purchase of traded goods 109.95 2439.7

Change in inventories of finished goods and work-in-progress 67.51 42.17

Employee benefits expenses 76.77 173.56

Other expenses 129.56 186.1

Prior Period Items and tax 0.1 2.96

Total Expenses 383.89 3570.27

(Loss)/profit before depreciation, finance cost and tax (187.04) 205.58

Finance Cost 538.07 521.97

(Loss)/profit after finance cost but before depreciation and tax (725.11) (316.39)

Deprecation 277.02 278.2

(Loss)/profit after depreciation but before tax (1002.13) (594.59)

Extraordinary item 24.07 -

Tax expense

a. Current Tax - -

b. Minimum alternate tax entitlement - -

Net (Loss)/ Profit for the year (978.06) (594.59)

DIVIDEND

In the view of Losses suffered by the company, the Directors regret their inability to recommend dividend for the year under review.

PRODUCTION & SALES REVIEW

During the year under review, your company had registered Rs. 194.53 Lakhs as revenue from operations as compared to Rs. 3721.39 Lakh showing a decrease of Rs. 3526.86 Lakh over previous year because the operations at the Plant were stalled and only the existing stock of finished goods were sold off to generate revenue. During this tenure we have been continuously approaching the Bank to provide the need based working capital on the basis of orders in hand. Your Company also wrote several letters to the Bank but all in vain as till date we did not get any appropriate response from them. We must admit that the Board of Directors have been very supportive during this while and have continuously made efforts to revive the company. They have been instrumental in new initiatives and in facilitating new projects in consonance with the objectives of the company, which could contribute towards increase of revenue from the mainstream business activities.

BUSINESS STRATEGY

Our strategic objective is to build a sustainable organization that remains relevant to the agenda of our client while generating profitable growth for our investor. We are working on forging such alliances that will not only complement our core competencies but also lead us to growth trajectory. We will periodically assess the effectiveness of our organization structure and process to optimize it for alignment with our strategic objectives and agility. We constantly monitor and optimize various operational parameters such as cost and utilization of resources, distribution of employees, cost of operations and efficiencies of scale.

PROCUREMENT AND DISTRIBUTION

Procurement department purchases raw cotton and processes into cotton yarn for the weaving division. Entire yarn production is consumed internally for the manufacturing of grey fabrics and combed yarn has to be purchased from other spinners.

Marketing department, manages order books, sales and collections.

TECHNOLOGY AND NEW PRODUCT DEVELOPMENT

Management's endeavour is to maximise the quality and quantity of output from the spinning and weaving department. All efforts are focused on processing higher margin products with improved efficiency. The focus of the company has been on Exports and Technical Textiles (including products for institutional sector). Our products are well accepted in International Market as well as in Defence, Paramilitary forces, Steel and Oil Companies. RTL is planning to leverage the market for safety and security solutions.

RESOURCES UTILISATION

Fixed Assets: The Fixed assets as at 31st March, 2015 were Rs. 6103.73 Lakh.

Current Assets: The current assets as at 31st March, 2015 were Rs. 4359.05 Lakh as against Rs. 4440.48 Lakhs in the previous financial year. Inventory level was at Rs. 666.73 Lakh as compared to the previous year level of Rs. 734.24 Lakh.

OPERATIONS

Manufacturing Capacities: A state of the art manufacturing facility in Jagdishpur, District Amethi (UP).

Spinning: Current capacity of 11,520 spindles, 12 ring frames, 2 open end and 432 rotors backed by all prepartories from Reiter.

Weaving: There are 72 PU 7100 SulzerRueti Shuttle-less Projectile Looms backed by adequate prepatory. Plant is equipped with Benninger Warping machine and Sucker Muller high production Sizing Machines.

SUBSIDIARY

As on March 31, 2015, the company has no subsidiary company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report.

DEPOSITS

The company did not accept any deposits from the public during the financial year. Hence, no information is required to be appended to this report.

MEETINGS OF THE BOARD

The Board met four times during the financial year, the details of which are provided in Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the time gap prescribed by the Companies Act, 2013 as well as clause 49 of the Listing agreement.

INDUCTION OF DIRECTOR

On the recommendation of the Nomination and Remuneration Committee, the Members appointed Mr. Shyam Sunder Madan as the Independent Director of the company w.e.f. 18th December 2014. We thank the shareholders for their support in confirming the appointment of Mr. Shyam Sunder Madan at the AGM of the company held on December 18, 2014. Further, the shareholders via postal ballot approved the appointment of Mr. Surender Malik as Independent director w.e.f. April 24, 2015. We thank the shareholders for their support in confirming his appointment.

RETIREMENTS AND RESIGNATIONS

During the year under review, Mr. S. B. Mohapatra, had resigned from the post of Independent Director w.e.f. November 10, 2014. The Board placed on record its appreciation for the services rendered by Mr. S. B. Mohapatra during his tenure with the Company.

Mr. Umesh Kumar Khaitan retired at the Annual General Meeting of the company held on December 18, 2014 and did not seek re-appointment. The Board thanked him for providing valuable guidance during the tenure of his services.

The Companies Act, 2013 provide for appointment of independent director. Section 149(10) of the Companies Act 2013 (effective 1st April 2014) provides that independent directors shall hold office for a term of up to five consecutive years on the board of the company and shall be eligible for re-appointment after passing a special resolution by the shareholders of the company.

Sub- section (11) states that no independent director shall be eligible for re-appointment for more than two consecutive terms of five years. Sub-section (13) states that the provision of retirement by rotation as defined in sub-sections (6) and (7) of section 152 of the act shall not apply to such independent directors.

The term of appointment of Mr. R Shankar will cease at the ensuing Annual General Meeting. The Board thanks him for providing valuable guidance during the tenure of his services.

Ms. Pooja Sabharwal, had resigned from the post of Joint Managing Director w.e.f. April 01, 2015. However, she would continue to be associated with the company in the capacity of 'Non- executive Director'.

DECLARATION BY INDEPENDENT DIRECTORS

The Company had also received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company policy is to have an appropriate mix of executive and independent directors to maintain the independence of the board and separate its function of governance and management. The board periodically evaluate the need for change in its composition and size.

The Policy for selection of Directors and determining Directors independence and Remuneration Policy for Directors, Key Managerial Personnel and other employees are attached as Annexure I and Annexure II respectively.

BOARD EVALUATION

Clause 49 of the listing agreement mandates that the board will monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be done by the board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors will be done by the entire board except the director being evaluated.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, which includes criteria for performance evaluation of the non-executive directors and executive directors. On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

FAMILIARATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http://www.runeecha.eom//Corporate-Govemance.html

COMMITTEE OF THE BOARD

Currently, the board has four committees: the audit committee, nomination and remuneration committee, stakeholders relationship committee and risk management committee. A detailed note on the Board and its committee is provided under the Corporate Governance Report that forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 134(3) (c) OF THE COMPANIES ACT, 2013

Your Directors confirm that:

1. In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the annual accounts on a 'going concern' basis;

5. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

CERTIFICATE ON CORPORATE GOVERNANCE

As required by clause 49 of the Listing Agreement, certificate on Corporate Governance is enclosed as Annexure III to the Board Report.

PARTICULARS OF EMPLOYEES

There is no such employee in the Company who is drawing remuneration in excess of limits laid down u/s Section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014and therefore, no such particulars are furnished herewith.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, comprises senior officers of the Company. A whistle blower through an e-mail, or letter can make protected disclosures to the Compliance Officer or the Chairman of the Audit Committee.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: http:// www.runeecha.com/Corporate-Governance.html

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.runeecha.eom//Corporate-Govemance.html

Your Directors draw attention of the members to Note 34 to the financial statement, which sets out related party disclosures.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Risk Management Policy was reviewed and approved by the Committee.

STATUTORY AUDITOR

At the Annual general meeting held on December 18, 2014, M/s. Haribhakti& Co. LLP, were appointed as the Statutory Auditors' of the Company till the conclusion of the next annual general meeting to be held in the year 2015. Considering the stipulation contained under section 139 (2) of the Companies Act, 2013, M/s Haribhakti& Co. LLP, is not eligible to be re-appointment for the financial year 2015-16.

The Company had received confirmation from M/s K. N. Gutgutia& Co., Chartered Accountants that their appointment, if made, would be in accordance with the provision of Section 139 of the Companies Act, 2013 and that they are not disqualified for appointment. Therefore, the Board of directors recommend their appointment as the Statutory Auditors of the Company for a term of five years subject to ratification at every Annual General Meeting.

COMMENTS ON AUDITORS REPORT

The Auditors Report is self-explanatory and there are no adverse observations / qualifications contained in the Auditors Report.

However, your director's would like to clarify that the statutory dues till March 31, 2015 have been deposited as on the date of the approval of the report.

SECRETARIAL AUDITOR

The Board has appointed M/s VLA & Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15 as required under Section 204 of the Companies Act, 2013 and rules thereunder. The Secretarial Audit Report for the financial year ended March 31, 2015 formed part of the Annual Report as Annexure IV to this Report.

EXTRACT OF ANNUAL RETURN

In accordance with section 134(3) (a) of the Companies Act, 2013 an extract of Annual Return of the Company is annexed herewith as Annexure V to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars prescribed under Section 134 (3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, are not applicable to the company since the company had not conducted any manufacturing activities during the period under review.

GREEN INITIATIVE

The company had started a sustainability initiative with the aim of going green and minimizing our impact on the environment. Like the previous years, this year too, we are publishing only the statutory disclosures in the print version of the Annual report. Additional information is available on our website: www.runeecha.com.

Electronic copies of the Annual Report 2015 and notice of the 29th AGM is send to all the members whose email addresses are registered with the company/depositary participant(s). For members who have not registered their email addresses, physical copies of the Annual report 2015 and notice of 29th AGM are sent in the permitted mode. Members requiring physical copies may send their request to the Company Secretary.

ACKNOWLEDGEMENT

Your Directors are pleased to place on record their sincere gratitude to the Government, Financial Institutions, Bankers, customers, vendors and Business Constituents for their continued and valuable co-operation and support to the Company. They also take this opportunity to express their deep appreciation for the devoted and sincere services rendered by the employees at all levels of the operations of the Company during the year.

Your Directors also convey their grateful thanks to the shareholders for their continued assistance, cooperation and patronage.

Date: 30.06.2015 sd/- Place: Noida (Pradeep Jain) CIN: L99999MH1986PLC038532 Chairman & Managing Director

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Mar 31, 2014

Dear Member,

We have pleasure in presenting the 28th Annual Report of the Company along with the Audited Financial Statements of Account and Auditor''s Report thereon for the year ended 31st March, 2014.

COMPANY''S PERFORMANCE

The performance of the Company during the year was not satisfactory because of adverse market conditions prevailing in all business segments coupled with higher input costs and increasing interest rates. Your Company''s performance during the financial year 2013-14 is summarized below:

(Rs. In Lacs) PARTICULARS Current Year Previous Year ended on ended on 31.03.2014 31.03.2013

Income

Revenue from operations 3721.39 3281.11

Other Income 54.46 5.99

Total Revenue 3775.85 3287.10

Expenses

Cost of material consumed 725.78 2345.23

Purchase of traded goods 2439.7 264.17

Change in inventories of finished goods and work-in-progress 42.17 (270.12)

Employee benefits expenses 173.56 243.20

Other expenses 186.1 295.79

Prior Period Items and tax 2.96 1.00

Total Expenses 3570.27 2879.27

(Loss)/profit before depreciation, finance cost and tax 205.58 407.83

Finance Cost 521.97 401.81

(Loss)/profit after finance cost but before depreciation and tax (316.39) 6.02

Deprecation 278.2 406.95

(Loss)/profit after depreciation but before tax (594.59) (400.93)

Extraordinary item - -

Tax expense - -

a. Current Tax - -

b. Minimum alternate tax entitlement - -

Net (Loss)/ Profit for the year (594.59) (400.93)



FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS

Directors are pleased to report the Company''s business operations performance as follows:- PRODUCTION & SALES REVIEW

During the year under review, your company had registered revenue from operations (turnover) of Rs. 3721.39 Lakh as compared to Rs. 3281.11 Lakh showing an increase of Rs. 440.28 Lakh over previous year. Your directors are striving towards making effort in order to increase the turnover thereby facilitating new projects in consonance with the objectives of the company which could contribute in the increase of revenue from the mainstream business activities.

Weaving

During the year, the Production of Grey Fabric in house was 10.64 Lac Meters (Previous Year 29.50 Lacs Meters) besides buying of Fabric from the market of 22.49 Lacs meters (Previous Year 29.09 Lacs Meters) to complement the Sales Orders from the Customers.

Spinning

Our major raw material cotton is an agricultural produce which suffers from climatic volatility and the increasing demand has put greater pressure on the prices and pressure on the Textile Industry as a whole. Though the spinning Industry has fared somewhat better those with a presence in weaving, processing or even composite businesses are facing to heat due to increase in input without being able to pass on such higher cost to the customers as the market is simply unable to absorb the same.

RESOURCES UTILISATION

Fixed Assets: The Fixed assets as at 31st March, 2014 were Rs. 6380.49 Lakh as compared to Rs. 3688.64 Lakh in the previous financial year.

Current Assets: The current assets as at 31st March, 2014 were Rs. 4440.48 Lakh as against Rs. 3903.75 Lakhs in the previous financial year. Inventory level was at Rs. 734.24 Lakh as compared to the previous year level of Rs. 675.23 Lakh.

OPERATIONS

Manufacturing Capacities: A state of the art manufacturing facility in Jagdishpur, District Amethi (UP).

Spinning: Current capacity of 11,520 spindles, 12 ring frames, 2 open end and 432 rotors backed by all prepartories from Reiter.

Weaving: There are 72 PU 7100 Sulzer Rueti Shuttle-less Projectile Looms backed by weaving prepatory from Benninger for Wraping and Sucker Muller high production Sizing Machines.

EXTENSION OF TIME TO HOLD ANNUAL GENERAL MEETING

The Company had applied to the Registrar of Companies, Maharashtra for granting extension of time to convene its Annual General Meeting for the financial year 2013-14 since the operations of the company were interrupted due to severe thunderstorm because of which the data of the company was lost and the retrieval of the same took lot of time and as such the accounts of the company could not be finalized on time. The Registrar of Companies, being satisfied, granted two month''s extension to hold the Annual General Meeting on 19th September 2014.

DIVIDEND

In the view of Losses suffered by the company, the Directors regret for their inability to recommend dividend for the year under review.

DEPOSITS

The company did not accept any deposits from the public during the financial year. Hence no information is required to be appended to this report.

BOARD OF DIRECTORS

The Board appointed Mr. Pradeep Jain as the Managing Director of the company w.e.f. 01st August 2013 and Ms. Pooja Sabharwal as the Joint Managing Director. We thank the shareholders for their support in confirming the appointment of Mr. Pradeep Jain and Ms. Pooja Sabharwal at the AGM of the company held on 14th August 2013.

As per the provisions of the Companies Act, 2013, Ms. Usha Jain and Mr. Umesh Kumar Khaitan will retire at the ensuing Annual General Meeting, and being eligible Ms. Usha Jain seeks re-appointment. The Board of director recommends her re-appointment.

The Company had also received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

CHANGES IN KEY MANAGERIAL PERSONNEL

Ms. Jaya Ranglani has resigned from the post of Company Secretary and the Board of Directors has appointed Ms. Preeti Choudhary as the Company Secretary and Compliance Officer w.e.f. 30.06.2014, being a Key Managerial Personnel at the meeting of the Board of directors.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act 1956, the Directors, based on the representations received from the operating management and after due inquiry confirm that:

1. That in the preparation of annual accounts for the financial year ended 31st March 2014, the applicable mandatory accounting standards have been followed and there are no material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2014 and of the loss of the Company for the year ended on that date.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

4. That the Company has prepared the Annual Accounts of the Company on a "Going Concern" basis;

PROCUREMENT AND DISTRIBUTION

The division purchases raw cotton and processes into cotton yarn for the weaving division. Entire output is consumed internally for the manufacturing of grey fabrics and the division gets cotton yarn from the spinning division and purchases combed yarn from other spinners. Sales are controlled by marketing department.

TECHNOLOGY AND NEW PRODUCT DEVELOPMENT

Management''s endeavour is to maximise the quality and quantity of output from the spinning and weaving department. All the efforts are focused on processing higher margin products with improved efficiency. The focus of the company has been on Exports and Technical Textiles (including products for institutional sector). Our products are well accepted in International Market as well as in Defence, Paramilitary forces, Steel and Oil Companies. RTL is planning to leverage the safety and security solutions with an understanding that there has been a buying of more than Rs. 4000 crores of such products.

CORPORATE GOVERNANCE

The Company has committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirement set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

A certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Corporate Governance Clause of the Listing Agreement is annexed to the report on Corporate Governance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed to this report.

PARTICULARS OF EMPLOYEES

There is no such employee in the Company who is drawing remuneration in excess of limits laid down u/s 217 (2A) of Companies Act 1956 read with the Companies (Particulars of Employees) Rules 1975 and therefore, no such particulars are furnished herewith.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report.

AUDITORS

M/s. HARIBHAKTI & CO. LLP, the Statutory Auditors'' of the Company will retire at the ensuing Annual General Meeting and being eligible, offered themselves for re-appointment. The company has received certificate from the auditor to the effect that their re-appointment as the statutory auditor of the company, if made, would be in accordance with Section 141 of the Companies Act, 2013.

COMMENTS ON AUDITORS REPORT

The Auditors Report is self explanatory and there are no adverse observations / qualifications contained in the Auditors Report.

COST AUDITORS

For the financial year 2013-14, the Board of Directors of the Company had appointed on the recommendation of the Audit Committee, M/s. Ravindra Kumar Mishra & Co., Cost Accountants (Firm''s Registration No. 101355), as Cost Auditors for auditing the cost accounts. Their appointment was approved by the Central Government.

For the financial year 2014-15, though the Company had re-appointed M/s Ravindra Kumar Mishra & Co. as Cost Auditors for the financial year 2014-15, yet textiles Industries have been excluded from conducting cost audit as per Companies (cost records and audit) Rules, 2014. Therefore, the company may not be requiring the services of M/s Ravindra Kumar Mishra & Co. in the capacity of cost Auditors.

GREEN INITIATIVE

The company had started a sustainability initiative with the aim of going green and minimizing our impact on the environment. Like the previous years, this year too, we are publishing only the statutory disclosures in the print version of the Annual report. Additional information is available on our website: www.runeecha.com.

Electronic copies of the Annual Report 2014 and notice of the 28th AGM is send to all the members whose email addresses are registered with the company/depositary participant(s). For members who have not registered their email addresses, physical copies of the Annual report 2014 and notice of 28th AGM are sent in the permitted mode. Members requiring physical copies may send their request to the Company Secretary.

ACKNOWLEDGEMENT

Your Directors are pleased to place on record their sincere gratitude to the Government, Financial Institutions, Bankers, customers, vendors and Business Constituents for their continued and valuable co-operation and support to the Company. They also take this opportunity to express their deep appreciation for the devoted and sincere services rendered by the employees at all levels of the operations of the Company during the year.

Your Directors also convey their grateful thanks to the shareholders for their continued assistance, cooperation and patronage.

For and on behalf of the Board of Directors

Dated: 05.11.2014 Sd/- Place:Noida (Pradeep Jain) CIN: L99999MH1986PLC038532 Chairman & Managing Director

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Mar 31, 2013

Dear Member,

The have pleasure in presenting the 27th Annual Report of the Company along with the Audited Financial Statements of Account and Auditor''s Report thereon for the year ended 31st March, 2013. The financial results are shown below. The performance of the Company during the year was not satisfactory because of adverse market conditions prevailing in all business segments coupled with higher input costs and increasing interest rates.

Operations & Performance

The Indian textile industry is set for strong growth, buoyed by both rising domestic consumption as well as export demand. It has witnessed an incipient turn around in financial year 2012-13 as cotton yarn prices have picked up and rupee depreciation has enhanced competitiveness.

Textile exports in the period 2012-13 are witnessing a (-) 4.82 percent growth in dollar terms although there is 8.10 percent growth in rupee terms. Cotton season 2012-13 commenced in the backdrop of a strong trade performance in 2011-12, domestic prices higher than international prices and Indian textiles mills in a position to import cotton in a timely manner at competitive prices from international destinations. India''s Cotton Advisory Board has estimated for 2012-13, production at 5.7 million tons, consumption at 4.6 million tons and 1.2 million tons as exports.

There are no supply side disruptions or price volatility that is witnessed in cotton markets. Range bound, stable cotton prices have enabled the strongest ever industry performance in history with cotton yarn exports likely to cross the 1000 million kgs mark and to cross the production of 3500 million kgs mark.

COMPANY''S PERFORMANCE

Your Company''s performance during the year 2012-13 is summarized below:

(Rs. In Lacs)

PARTICULARS Current Year Previous Year ended on ended on 31-03-2013 31-03-2012

Income

Revenue from operations 3281.11 3598.60

Other Income 5.99 6.00

Total Revenue 3287.10 3604.60

Expenses

Cost of material consumed 2345.23 1241.88

Purchase of traded goods 264.17 1342.65

Change in inventories of finished goods and work-in-progress (270.12) 110.78

Employee benefits expenses 243.20 201.19

Other expenses 295.79 242.48

Prior Period Items and tax 1.00 -

Total Expenses 2879.27 3138.99

(Loss)/profit before depreciation, finance cost and tax 407.83 465.61

Finance Cost 401.81 390.96

(Loss)/profit after finance cost but before depreciation and tax 6.02 74.65

Deprecation 406.95 407.91

(Loss)/profit after depreciation but before tax (400.93) (333.26)

Extraordinary item - -

Tax expense

a. Current Tax - -

b. Minimum alternate tax entitlement - -

Net (Loss)/ Profit for the year (400.93) (333.26)



1. BUSINESS AND PERFORMANCE

Directors are pleased to report the Company''s business operations performance as follows:-

- SALES REVENUE

During the year under review, the turnover of the Company was Rs. 3281.11 Lacs as against Rs. 3598.60 Lacs in 2011-12, registering decrease of Rs. 317.49 Lacs, which is due to adverse Global Textiles Market Conditions, fluctuation in the cotton prices and also impact of fire in the previous year for the revival of plant. Although there is decline in turnover, but there is significant growth in manufacturing activities.

2. DIVIDEND

In the view of Losses suffered by the company, the Directors regret for their inability to recommend dividend for the year under review.

3. DEPOSITS

The company did not accept any deposits from the public during the financial year. Hence, no information is required to be appended to this report in terms of Section 58A and 58AA of the Companies Act 1956.

4. DIRECTORS

Mr. Pawan Malhotra and Mr. R. Shankar, Directors of the company, retire from the board by rotation at the ensuing Annual General Meeting and eligible for re-election.

5. PRODUCTION & SALES REVIEW

1. Weaving

During the year, the Production of Grey Fabric in house was 52.45 Lacs Meters (Previous Year 29.50 Lacs Meters) besides buying of Grey Fabric from the market of 5.21 Lacs Meters (Previous Year 29.09 Lacs Meters) to complement the Sales Orders from the Customers.

2. Spinning

Our major raw material cotton is an agricultural produce which suffers from climatic volatility and the increasing demand has put greater pressure on the prices and pressure on the Textile Industry as a whole.

6. OPERATIONS Manufacturing Capacities

A state of the art manufacturing facility in Jagdishpur, District Amethi (UP). Spinning Current capacity of 11,520 spindles, 12 ring frames, 2 open end and 432 rotors backed by all prepartories from Reiter. Weaving Current capacity of 72 PU 7100 Sulzer Rueti Shuttle-less Projectile Looms.

7. INVESTMENT PROGRAMME

We have a firm faith in the bright future of Textile industry in India. The Group has done new additions in the Plant in the current financial year and is planning more expansion /addition in spinning, weaving and preparatory divisions and is on the look out for fabric processing plant to process fabric in house to build on economies of scales and develop capabilities to serve our customers in a competitive environment.

8. PROCUREMENT AND DISTRIBUTION

The division purchases raw cotton and processes into cotton yarn for the weaving division. Entire output is consumed internally for the manufacturing of grey fabrics and the division gets cotton yarn from the spinning division and purchases combed yarn from other spinners. Sales are controlled by Marketing Department.

9. TECHNOLOGY AND NEW PRODUCT DEVELOPMENT

Management''s endeavour is to maximise the quality and quantity of output from the spinning and weaving department. All the efforts are focussed on processing higher margin products with improved efficiency.

10. POWER

The Unit is having an un-interrupted power from 133 kva line for which the State Government has given us an independent feeder.

The Unit also have captive power to meet the power requirement in case of emergency.

11. CORPORATE GOVERNANCE

The Company has committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirement set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

A certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Corporate Governance Clause of the Listing Agreement is annexed to the report on Corporate Governance.

12. LISTING OF SECURITIES

The Shares of your company are listed on The Calcutta Stock Exchange Limited and Bombay Stock Exchange Limited (under permitted category). The company has also obtained permission for trading of equity shares of Runeecha Textiles Limited on Bombay Stock Exchange Limited on trade to trade basis.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act 1956, the Directors, based on the representations received from the operating management and after due inquiry confirm that:

1. That in the preparation of annual accounts for the financial year ended 31st March 2013, the applicable mandatory accounting standards have been followed and there are no material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2013 and of the loss of the Company for the year ended on that date.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

4. That the Company has prepared the Annual Accounts of the Company on a "Going Concern" basis;

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are attached as Annexure ''A'' to this report.

15. PARTICULARS OF EMPLOYEES

There is no such employee in the Company who is drawing remuneration in excess of limits laid down u/s 217 (2A) of Companies Act 1956 read with the Companies (Particulars of Employees) Rules 1975 and therefore, no such particulars are furnished herewith.

16. CASH FLOW ANALYSIS

In conformity with the provisions of clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31.03.2013 is annexed hereto.

17. AUDIT COMMITTEE

Pursuant to section 292A of the Companies Act 1956 and Listing Agreement, the Company has constituted its Audit Committee of the Board of Directors and its Members are:

1. Mr. U K. Khaitan (Independent Director) - Chairman

2. Mr. S.B. Mohapatra (Additional Director) - Member

3. Mr. Pawan Malhotra ( Independent Director) - Member

4. Ms. Pooja Sabharwal (Joint Managing Director w.e.f. 01.01.2013) - Member

18. AUDITORS

M/s. HARIBHAKTI & Co., Chartered Accountants, the Statutory Auditors'' of the Company will retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The company has received certificate from the auditor to the effect that their re-appointment as auditor of the company, if made, would be in accordance with Sec 224 (1B) of the Companies Act, 1956.

COMMENTS ON AUDITORS REPORT:

The Auditors Report is self explanatory and there are no adverse observations / qualifications contained in the Auditors Report however certain observations have been made for which explanations & replies are as under:

1. The Company has not recorded interest and penal interest since March 2004 on term loan amounting Rs. 5,634,829/- due to State Trading Corporation, which is not in accordance with paragraph 14 of AS 29 ''Provisions, Contingent Liabilities and Contingent Assets''. Pending settlement of legal dispute, balance of loan as on March 31, 2013 is subject to confirmation and reconciliation. [Refer Point No. (a) of Basis of Qualified Opinion of Auditors Report].

Provision for Interest has not been made in view of the fact that interest liability will not likely to arise and the company is in the process of settling the issue with STC and is hopeful of amicable settlement.

2. The calls in arrears amounting Rs. 2,407,000/- are outstanding for a considerable time for which the Company does not have details of members from whom such amounts are due. Further, the Company has not taken any appropriate steps to recover such arrears.

The Company has initiated necessary steps for the reconciliation and confirmation in respect of calls in arrears amounting Rs. 2,407,000/- and will take appropriate actions for the forfeiture of shares, if required.

3. The existing internal control system of the company needs to be further strengthened to be commensurate with the size and nature of its business.

Company has already appointed Internal Auditors for further strengthening the internal audit system of the company and they are conducting audit on regular basis.

COST AUDITORS:

For the financial year 2012-13, the Board of Directors of the Company had appointed on the recommendation of the Audit Committee, Mr. Ravindra Kumar Mishra & Co., Cost Accountants (Firm''s Registration No. 101355), as Cost Auditors for auditing the cost accounts. Their appointment was approved by the Central Government. In terms of the Companies ( Cost Audit Report) Rules, 2011, as amended the cost audit report for the financial year ended March 31, 2013, had been duly filed with the Cost Audit Branch of the Ministry of Corporate Affairs. In terms of the Companies (Cost Accounting Records) Rules 2011, as amended, the compliance report for the financial year ended March 31, 2012 as applicable duly filed.

For the financial year 2013-14, the Board of Directors of the Company have re-appointed, on the recommendations of the Audit Committee, Mr. Ravindra Kumar Mishra & Co., as Cost Auditors of the Company for auditing the cost accounts.

ACKNOWLEDGEMENTS

Your Directors are pleased to place on record their sincere gratitude to the Government, Financial Institutions, Bankers, customers, vendors and Business Constituents for their continued and valuable co-operation and support to the Company. They also take this opportunity to express their deep appreciation for the devoted and sincere services rendered by the employees at all levels of the operations of the Company during the year.

Your Directors also convey their greatful thanks to the shareholders for their continued assistance, cooperation and patronage.



For and on behalf of the Board of Directors



Sd/-

Date :27.05.2013 Pradeep Jain

Place : NOIDA Chairman & Managing Director

---

Mar 31, 2012

Dear Member,

We have pleasure in presenting the 26th Annual Report of your Company along with the Audited Financial Statements and Auditor's Report thereon for the year ended 31st March, 2012. The financial results are shown below. The performance of the Company during the year was not satisfactory because of adverse market conditions prevailing in all business segments coupled with higher input costs and increasing interest rates.

OPERATIONS & PERFORMANCE

High cotton prices, coupled with fluctuating inventory, saw Textile and Clothing (T&C) companies post a dip in bottom line by over 100 per cent in many cases over 2011-12, says the Confederation of Indian Textile Industry (Citi).

There is no issue with cotton prices rising, if they do so gradually. However, from October 2010 to March 2011, prices rose from Rs. 34,000 per candy (356 kg) to Rs. 63,000 per candy. In the next one month, it almost came down to where it (originally) was. Such high fluctuations led to textile mills incurring heavy losses, during the current year.

According to data compiled by the Centre for Monitoring Indian Economy, out of 234 Textile and Clothing (T&C) companies, 74 per cent or 174 companies saw poorer financial results for the first three quarters of 2011-12. and, of these 174, as many as 130 were net loss-making. The Company also suffered losses on account of blockage of funds in receivables resulting in additional interest burden.

1. COMPANY'S PERFORMANCE

Your Company's performance during year 2011-12 is summarized below:

(Rs. in Lacs)

PARTICULARS Current Year Previous Year ended on ended on 31.03.2012 31.03.2011

Income

Revenue from operations 3598.60 4689.15

Other Income 6.00 6.64

Total Revenue 3604.60 4695.79

Expenses

Cost of material consumed 1206.15 2611.17

Purchase of traded goods 1342.65 1033.79

Change in inventories of finished goods and work-in-progress 110.78 (462.73)

Employee benefits expenses 201.19 200.61

Other expenses 278.22 311.04

Prior Period Items and tax - 4.17

Total Expenses 3138.99 3698.05

(Loss)/Profit before depreciation, finance cost, extraordinary items and tax 465.61 997.74

Finance Cost 390.96 326.78

(Loss)/Profit after finance cost but before depreciation, extraordinary items and tax 74.65 670.96

Deprecation 407.91 419.63

(Loss)/Profit after depreciation but before extraordinary items and tax (333.26) 251.33

Extraordinary item - 130.62

Tax expense

a. Current Tax - 16.68

b. Minimum alternate tax entitlement - (16.19)

Net (Loss)/ Profit for the year (333.26) 381.46

2. BUSINESS AND PERFORMANCE

Directors are pleased to report the Company's business operations performance as follows:-

- SALES REVENUE

During the year under review, the turnover of the Company was Rs. 3598.60 lacs as against Rs. 4689.15 lacs in 2010-11, registering decrease of Rs. 1090.55, which is due to adverse Global Textiles Market Conditions, fluctuation in the cotton prices and also impact of fire in the previous year for the revival of plant.

3. DIVIDEND

In the view of Losses suffered by the company, the Directors regret for their inability to recommend dividend for the year under review.

4. DEPOSITS

The company did not accept any deposits from the public during the financial year. Hence no information is required to be appended to this report in terms of Section 58A and 58AA of the Companies Act 1956.

5. DIRECTORS

Mrs. Usha Jain and Mr. M. R. Prasanna, Directors of the company, retire from the Board by rotation at the ensuing Annual General Meeting and eligible for re-election.

6. PRODUCTION & SALES REVIEW

1. Weaving

During the year, the Production of Grey Fabric in house was 29.50 Lakhs Meters (Previous year 46.38 Lakhs Meters) besides buying of 29.09 Lakhs Meters (Previous year 12.40 Lakhs Meters) of Grey Fabric from the market to complement the Sales Orders from the Customers.

The Sales Revenue from the Grey Fabric of 53.07 Lakhs Meters (Previous year 57.44 Lakhs Meter) was Rs. 35.51 Crores (Previous year Rs. 46.06 Crores)

2. Spinning

Our major raw material cotton is an agricultural produce which suffers from climatic volatility and the increasing demand has put greater pressure on the prices and pressure on the Textile Industry as a whole. The Sales Revenue from yarn of 0.24 lacs Kgs. Was Rs. 0.27 Crores (Previous Year Nil)

7. OPERATIONS

Manufacturing Facility

RUNEECHA TEXTILES currently has 72 PU 7100 Sulzer Rueti Shuttle-less Projectile Looms with 12 Ringframes of 960 spindles each totalling to 11520 spindles & 2 Open End Machines for making yarn, at A-3 Sector 22, Jagdishpur Industrial Area, Jagdishpur, District C.S.M. Nagar-227817 Uttar Pradesh.

8. INVESTMENT PROGRAMME

We are highly optimistic about the future of textiles industry in India. Accordingly the company has done new additions in the Plant in the current financial year and is planning more expansion /addition in spinning, weaving and preparatory divisions and has tied-up with fabric processing plant to process fabric so that complete solution can be provided in today's competitive environment.

9. PROCUREMENT AND DISTRIBUTION

We have in house facility for buying Cotton, Yarn and other Raw Material & spares. Sales are controlled by marketing department.

10. TECHNOLOGY AND NEW PRODUCT DEVELOPMENT

Management's endeavour is to maximise the quality and quantity of output from the spinning and weaving department. All the efforts are focused on processing higher margin products with improved efficency.

11. POWER

The Unit is having uninterrupted power connection from direct feeder of 33 KV (HV/2) for an uninterrupted operations The Unit also have captive power to meet the power requirement in case of emergency.

12. CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchange, Management's Discussion and Analysis, a separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. A certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Corporate Governance Clause of the Listing Agreement is annexed to the report on Corporate Governance.

13. LISTING OF SECURITIES

The Shares of your company is listed on Calcutta Stock Exchange Limited and Bombay Stock Exchange Limited under permitted category. The company has also obtained permission for trading of equity shares of Runeecha Textiles Limited on Bombay stock exchange Limited on trade to trade basis.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act 1956, the directors, based on the representations received from the operating management and after due inquiry confirm that:

1. That in the preparation of annual accounts for the financial year ended 31st March 2012, the applicable accounting standards had been followed and there are no material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2012 and of the loss of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

4. That the Company has prepared the Annual Accounts of the Company on a "Going Concern" basis.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are attached as Annexure 'A' to this report.

16. PARTICULARS OF EMPLOYEES

There is no such employee in the Company who is drawing remuneration in excess of limits laid down u/s 217 (2A) of Companies Act 1956 read with the Companies (Particulars of Employees) Rules 1975 and therefore, no such particulars are furnished herewith.

17. CASH FLOW ANALYSIS

In conformity with the provisions of clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31.03.2012 is annexed hereto.

18. AUDIT COMMITTEE

Pursuant to section 292A of the Companies Act 1956 and Listing Agreement the company has constituted its Audit Committee of the Board of Directors and its Members are:

1. Mr. U K. Khaitan (Independent Director) - Chairman

2. Mr. M. R Prasanna (Independent Director) - Member

3. Mr. Pawan Malhotra ( Independent Director) - Member

4. Mrs. Pooja Sabharwal (Promoter Director) - Member

19. AUDITORS

M/s. HARIBHAKTI & CO, Chartered Accountants, the Statutory Auditors' of the Company will retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The company has received certificate from the auditor to the effect that their re-appointment as auditor of the company, if made, would be in accordance with Sec 224 (1B) of the Companies Act, 1956.

COMMENTS ON AUDITORS REPORT:

The Auditors Report is self explanatory and there are no adverse observations / qualifications contained in the Auditors Report however certain observations have been made for which explanations & replies are as under:

1. The Company has not recorded provision for interest and penal interest on outstanding loan amounting Rs. 56,34,829/- due to State Trading Corporation since March 2004.[Refer Point No. 4 (a) of Auditors Report]

Provision for Interest has not been made in view of the fact that interest liability will not likely to arise and the company is in the process of settling the issue with STC and is hopeful of amicable settlement.

2. Calls in arrears amounting Rs. 2,407,000 are subject to confirmation and reconciliation [Refer Point No. 4 (b) of Auditors Report]

The Company has initiated necessary steps for the reconciliation and confirmation in respect of calls in arrears amounting Rs. 2,407,000 and take appropriate actions for the forfeiture of shares, if required.

3. The internal audit system of the company needs to be strengthened and commensurate with the size and nature of its business.

Company has already appointed Internal Auditors for strengthening the internal audit system of the company and they are conducting audit on regular basis.

ACKNOWLEDGEMENTS

Your Directors are pleased to place on record their sincere gratitude to the Government, Financial Institutions, Bankers and Business Constituents for their continued and valuable co-operation and support to the Company. They also take this opportunity to express their deep appreciation for the devoted and sincere services rendered by the employees at all levels of the operations of the Company during the year.

Your Director also convey there greatful thanks to the shareholders for there continued assistance and co-operation.

For and on behalf of the Board

Sd/-

Dated : 21st May, 2012 (Pradeep Jain)

Place : Noida Chairman & Managing Director