1. Background
Runeecha Textiles Limited (herein referred to as "the Company") is a
manufacturer of 100% cotton yarn and grey fabric. Mr. Pradeep Jain and
his Associates are the promoters of the Company. The Company's
manufacturing facilities are located at Jagdishpur (Uttar Pradesh). The
accompanying financial statements reflect results of activities
undertaken by the Company during the year ended March 31, 2015. The
shares of the Company are listed at The Bombay Stock Exchange Limited
and The Calcutta Stock Exchange Limited.
2. Terms/rights attached to equity share Equity shares
Voting
Each holder of equity share is entitled to one vote per share held.
Dividends
The Company declares and pays dividends in Indian rupees. The dividend
proposed by the Board of Directors is subject to the approval of the
shareholders in ensuing Annual General Meeting, except in the case
where interim dividend is distributed. The company has not declared any
dividend in current and previous financial year.
Liquidation
In the event of liquidation of the Company, the holders of equity
shares shall be entitled to receive all of the remaining assets of the
Company, after distribution of all preferential amounts, if any. Such
distribution amounts will be in proportion to the number of equity
shares held by the shareholders.
3.Preference shares
Voting
Prefrence share holders do not carry any voting right.
Dividend
The Company shall pay preferential dividend @ 16% per annum on the
optionally convertible cumulative preference shares subscribed by the
investor from the date of allotment. The investor shall have the option
to convert (either fully, partly or none) the accumulated unpaid
dividend into equity shares at par in the ratio of 1:1.
Liquidation
In the event of liquidation of the Company, the holders of preference
shares shall be entitled to receive all of the remaining assets of the
Company, after distribution of all preferential amounts, if any and
before payment to equity shareholders. Such distribution amounts will
be in proportion to the number of preference held by the shareholders
upto the extent of agreed conversion amount of such shares.
4.Term loan from Bank
i) Secured against -
a) First charge on land situated at A-3, Sector-22, Jagdishpur
Industrial Area, Jagdishpur, Distt. Amethi-227 817 (UP).
b) Entire fixed assets situated at A-3, Sector-22, Jagdishpur
Industrial Area, Jagdishpur, Distt. Amethi-227 817 (UP).
c) Personal Guarantee of Mr. Pradeep Jain (Managing Director) and Mrs.
Usha Jain (Director).
d) Collateral security: Equitable mortgage of house property in the
name of Mr. Pradeep Jain (Manging Director) valued around Rs.30.2
million and second pari-passu charge over the entire current assets of
the Company including raw material, WIP, FG, Chemicals, stores/ spares
not relating to plant both present and future.
ii) Term loan from bank carries interest rate of Allahabad bank base
rate 0.25% ranging from 10.20% to 10.50%. The loan is repayable in
pre-scheduled 28 quarterly instalments commencing from quarter ending
December 31, 2013.
iii) For current maturities of long term borrowings refer note 8
5. (i)Secured against charge over entire current assets of the Company
including stock of raw material, work in process, finished goods,
stores and spares, book debts, receivables and other current assets of
the Company, both present and future.Collateral security: Equitable
mortgage of house property in the name of Mr. Pradeep Jain (Manging
Director) valued around Rs. 30.2 million and Second Pari-passu charge
on the entire factory land/ Building (33673 sq meter), other fixed
assets of the Company, both present and future.
ii) Working capital loan from bank carries interest rate of Allahabad
Bank base rate 0.25% per annum. ranging from 11.25% to 11.50%.
iii) The unsecured loans taken from various parties including related
parties are interest free. The said loans are payable on demand.
6. Contingent liabilities
Amount in Rs.
Year ended Year ended
March 31, 2015 March 31, 2014
Claims against the Company
not acknowledged as debts Nil Nil
7. Commitments
There are no outstanding capital commitments and other material
commitments as at date of the Balance Sheet for the year ended March
31, 2015 and March 31, 2014.
8. The Company has settled the litigation with State Trading
Corporation (STC) for outstanding loan amount of Rs. 5,634,829 which
was pending before Honorable High Court of Mumbai. The court has
ordered the settlement at Rs. 10,000,000 including interest.
Accordingly, the company has made payment for outstanding loan amount
of Rs.5,634,829 along with the interest amounting Rs.4,365,171.
9. During the financial year 2008-09, the Company revalued its land
and factory buildings on the basis of report on Techno Economic
Feasibility conducted by Northern India Textile Research Association
(NITRA) in May 2008 in which the value of these fixed assets have been
taken on the basis of its valuation report of assets of the Company
conducted by NITRA which was also relied upon by the banks for the
purpose of One Time Settlement (OTS). The original cost of land
Rs.1,374,859 has been revalued at Rs.74,833,000 and the factory
building with original cost ofRs. 69,396,490 has been revalued at Rs.
81,198,366. The difference between the revalued figures and the book
value of the revalued assets amounting Rs. 73,458,141 was transferred
to Revaluation Reserve in respect of Land and Rs.11,801,876 in respect
of factory buildings, totalling to Rs.85,260,017. In the financial year
2012-13, the Company revalued its land and factory building. The
revaluation has been carried out by Government approved independent
valuer, M/s Karuna Associates, through its report dated May 10, 2012
issued to Allahabad Bank. The land has been revalued to Rs.168,365,000
and the factory building has been revalued to Rs. 82,059,200. The
difference between the revalued figures and the net book value of the
revalued assets amounting Rs.93,532,000 was transferred to Revaluation
Reserve in respect of land and Rs. 48,053,507 in respect of factory
building, totalling to Rs. 141,585,507.
In the financial year 2013-14, the Company revalued its plant and
machinery. The revaluation has been carried out by Government approved
independent valuer, Anmol Sekhri Consultant Private Limited, through
its report dated November 5, 2014. The plant and machinery was revalued
at Rs. 391,863,925. The difference between the revalued figures and the
net book value amounting Rs.299,337,149 was transferred to revaluation
reserve.
Further, in accordance with the provisions of AS-10 and guidance note
on Schedule II issued by ICAI, the amount equivalent to additional
depreciation on account of revaluation of building and plant and
machinery amounting Rs. 1,889,248 and Rs. 22,532,761 respectively has
been transfered to general reserve from revaluation reserve.
For the financial year 2013-2014, depreciation was provided with
reference to the total value of the fixed assets as appearing in the
accounts after the revaluation. Additional depreciation as a
consequence to the revaluation of buildings amounting Rs.1,999,170 had
been adjusted against Revaluation Reserve. (Refer note 9A regards
Tangible asset and note 4.1 with regards to revaluation reserve)
10. Employee benefit obligations
The Company has in accordance with the Accounting Standard-15 'Employee
Benefits' has calculated the various benefits provided to employees as
under:
11. Segment reporting
The disclosure as required under Accounting Standard-17 "Segment
Reporting" as notified under section 133 of the Companies Act, 2013
read with rule 7 of the Company (Accounts) Rules, 2014 has not been
provided as the company deals in one business segment, namely
manufacturing of grey cloth and fabric. Currently, there are no
reportable geographical segments.
12. Leases
The company is a lessee under the cancellable operating lease in
respect of its office premises. Rental expense for operating lease for
the year ended March 31, 2015 and March 31, 2014 was Rs.1,446,020 and
Rs. 1,365,480. The Company has not executed any non-cancellable
operating leases.
13. Related party disclosure
The disclosure as required by the Accounting Standard -18 (Related
Party Disclosure) are given below:
(a) Names of related parties:
(i) Key Management Personnel ('KMP') Mr. Pradeep Jain
Mrs. Pooja Sabharwal
(ii) Other directors with whom
there are transations Mrs. Usha Jain
(Wife of Mr. Pradeep Jain)
(ii) Relative of KMP Mrs. Prerna Jain
(Daughter of Mr. Pradeep Jain)
14. As at March 31,2015, the accumulated losses of the Company have
exceeded the net worth of the Company (excluding revaluation reserves),
operation of the company has been minimal in last one year, there have
been defaults in repayment of loan and interest thereon to bank and
delays in the payment of statutory dues. There has been cash crunch in
the financial year for which the company is in advance stage of
discussion with certain investors for working capital assistance and
equity infusion in near future for which in principle approval is in
place and the formalities of creation of charge, documentation is in
progress. The company has orders from customers and post execution of
necessary formalities the company will be able to start its operations.
Accordingly, the management believes that the Company will have
sufficient funds to meet its operational requirements and sufficient
business in future and accordingly, the financial statements for the
year ended March 31, 2015 have been prepared on a going concern basis.
15. During the year, the Company had written back trade payables of
Rs. 112,722 (previous year Rs. 2,166,570 ) and salary payable of Rs.
30,048 (Rs. 2,594,969 previous year) as the same were outstanding for a
long duration and in the opinion of management the same were not
considered to be payable by the Company. The amount of liabilities
written back in this regard have been included as a part of other
income in the Statement of Profit and loss. In the opinion of the
management other liabilities were good and considered payable in the
normal course of business. (Refer note 17 with regards to other income
( Liabilities no longer required written back)
16. In accordance with Accounting Standard (AS) 22, "Accounting for
Taxes on Income" the Company has evaluated deferred tax
assets/liabilities on the balance sheet date. No net deferred tax
assets have been recognised as at the balance sheet date as no
conclusive evidence of future profits is available. Deferred tax on
brought forward losses/unabsorbed depreciation has not been recognized
in absence of virtual certainty of future taxable profits.
17. The Company in 2008 had issued 2,500,000 optionally convertible
cumulative preference shares to SIDBI Venture Capital Limited ("SIDBI")
for a consideration of Rs.25,000,000. In terms of the Shareholders'
Subscription Agreement dated July 22, 2008, SIDBI had the option to
either redeem such preference shares at agreed value or have these
converted into equity shares. Such redemption or conversion was to be
completed in 8 equal installments commencing from September 1, 2010.
The Company has approached SIDBI for evaluating various exit options.
Subsequent to the balance sheet date, SIDBI has informed that they have
extended the time period of settlement of OCCPs upto 30th September
2015 on the same terms and conditions as approved earlier via their
letter no. 48/SGF(RTL) dated February 7, 2013 . (Refer note 3 with
regards to share capital).
18. During the year, pursuant to a resolution passed by the Board in
its meeting held on December 11, 2013 and approval of Calcutta Stock
Exchange Limited via Letter No. CSE/LD/8536/2014 dated April 11, 2014
the company has forfeited 481,400 equity shares.
19. Previous year's figures have been regrouped/reclassified where
necessary to conform to this year's classification.
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