rangsutra crafts india limited

RANGSUTRA CRAFTS INDIA LIMITED

ANNUAL REPORT 2015-16

CORPORATE INFORMATION

BOARD OF DIRECTORS Ms. Sumita Ghose – Managing Director Mr. Ramesh Saran - Director Mr. Rewata Ram Panwar - Director Ms. Pushpa Purohit - Director Ms. Petronella Celestine Tacoma – Director Mr. Vivek Rishi - Nominee Director (on behalf of Fabindia Overseas Pvt. Ltd.) STATUTORY AUDITORS Daiya Tiwari & Soni Chartered Accountants Near Punjab Tent House Rani Bazar, Bikaner-334001 Rajasthan STAKEHOLDERS RELATIONSHIP COMMITTEE Mr. Ramesh Saran - Chairperson Mr. Om Prakash - Member Mr. Isharam- Member Mr. Samu Bai - Member Mr. Hasan Ali Rangrez - Member Ms. Pappu Devi – Member REGISTERED OFFICE A-39, Karni Nagar, Lalgarh, Bikaner -334001, Rajasthan CORPORATE IDENTITY NO. (CIN): U52511RJ2006PLC026497

CONTENTS

Message to Shareholders 1-2 Notice of 10th Annual General Meeting 3-7 Directors’ Report 8-12 Annexures to the Directors’ Report 13-17

FINANCIAL STATEMENTS Independent Auditors’ Report 18-23 Balance Sheet 24 Statement of Profit and Loss 25 Cash Flow Statement 26 Notes Forming Part of the Financial Statements 27-39

SHAREHOLDERS INFORMATION Nomination Form 40-41 Cancellation or Variation of Nomination 42 Proxy Form 43-44 Attendance Slip 45 Route Map for Venue of 10th AGM 46

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Message to Shareholders, I am pleased to apprise that Rangsutra has completed its 10 years in the industry. I take this opportunity to step back and reflect on our journey. We have grown organically from one on one conversation with like-minded people to plan meetings with agendas and outcomes and later to business targets!! But we have always been opened to the new and unknown. Our shareholders and partners have been diversed and multifaceted and we have been enriched from our association with all of them. We are inspired by Mahatma Gandhi’s words of wisdom: "there is enough in this world for everyone's need but not for everyone’s greed" and “Be the Change that you want to see”. These inspire Rangsutra to collaborate rather than compete. Operating from this space of abundance and faith, it enables us at Rangsutra to carve our own journey, break new ground and to create an ethos where artisan’s skills are taken into account rather than compelling them to work on what market demands. The years gone by, has been focused on strengthening existing partnerships with artisan communities in Rajasthan and Uttar Pradesh and building new partnerships with women weavers of Manipur and women artisans of West Bengal. We have achieved a break through in motivating women to leave their homes and come to village craft production centres for work. This has not only increased their productivity but has also created a space to build community. It has also helped in ensuring timely and quality production! In Manipur, we have partnered with CAFI (Control Arms Foundation of India) to provide work opportunities to women of the “Manipur Women Gun Survivors Network”. Presently, 50 women weavers have been part of our collaborative design and product development workshops where they have created beautiful handwoven fabric, incorporating traditional motifs crafted with extra weft technology on handlooms. In West Bengal, we have closely worked with the Uluberia Bunan Hastkala Producer Company, an organization of women who are well-versed with art of beautiful hand embroidery – aari work. These products will be available soon in the market. In Rajasthan and Uttar Pradesh, most of our efforts have been centered on getting home based artisans to come to village/ or close by centres to work. While this has been a challenge in some cases, for most women, the benefits have been multi dimensional. It has lead to improved productivity, better quality work, enhanced the feeling of being part of a community, a collective and increased incomes for women. We now have total 15 (Fifteen) Rangsutra Craft Centres running in Bikaner, Barmer, Mirzapur and Gyanpur. We continue to work closely with IKEA – Next Generation. This partnership has given us new insights into the art of running a sustainable enterprise – combining ethics with aesthetics. In India, we continue to work closely with Fabindia reaching new customers through Fabindia’s retail network across the country.

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Apart from the Rangsutra stall at Kisaan Haat, Chattarpur in Delhi, we have opened a Rangsutra store in Varanasi and our efforts at partnering with other like minded groups in the retail market both online as well as physical stores continues to grow. We continue to keep people – artisans – at the centre of our focus and have received the following awards this year:

- The TIE Spirit of Manufacturing Award for Social Impact. - Recognition from the Impact Investors Council for “Innovative Social

Entrepreneurship”. - The Nari Shakti Award - a “National award conferred by the President of India upon

exceptional women in recognition of their achievement in promoting positive change and being examples among women. The women recognized by this award have a history of overcoming seemingly insurmountable obstacles through courage and foresight to bring about positive change they wish to see in the world”

As the saying goes – we learn most from our mistakes and setbacks and being eternally optimistic at Rangsutra, we believe that a setback in sales in Financial Year 2015-16 will spur us to newer heights in the coming years! Sincerely

Sumita Ghose Managing Director

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NOTICE

NOTICE is hereby given that the Tenth Annual General Meeting of the Members of Rangsutra Crafts India Limited will be held on Saturday, the 17

th Day of September, 2016 at 11:00 A.M. at Plot No. 118, Near PHed Water Tank, Rani Bazar Industrial

Area, Bikaner-334001, Rajasthan to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Financial Statements of the Company for the year ended 31

st March, 2016 including

Audited Balance Sheet as at 31st

March, 2016, Statement of Profit and Loss and Cash Flow Statements for the year ended on that date and the report of the Board of Directors and the Auditors thereon.

2. To appoint a Director in place of Mr. Rewata Ram Panwar (DIN: 02046175), who retires by rotation and being eligible,

offers himself for re-appointment.

3. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary

Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any of the Companies Act,

2013 and Rules made there under, and the resolution passed by the members at the Annual General Meeting held on 29th

September, 2014, the appointment of the Statutory Auditors of the Company M/s. Daiya Tiwari & Soni, Chartered

Accountants (Firm Registration No. 004268C) be and is hereby ratified by the members of the Company for the financial

year 2016-17 at such remuneration as may be determined by the Board of Directors in consultation with the Auditors.”

SPECIAL BUSINESS

4. To consider and if thought fit, to pass with or without modification(s), the following resolution as a SPECIAL RESOLUTION: “RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act, 2013 [statutory modification (s) or re-enactment thereof, for the time being in force], the new draft Articles as contained in the Articles of Association submitted to this meeting be and are hereby approved and adopted in substitution and to the entire exclusion of the regulations contained in the existing Articles of Association of the Company. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

RANGSUTRA CRAFTS INDIA LIMITED CIN: U52511RJ2006PLC026497 Registered Office: A-39, Karni Nagar, Lalgarh, Bikaner -334001, Rajasthan Contact no.: +91-9414418313 email: [email protected] website: www.rangsutra.com

By Order of the Board of Directors For Rangsutra Crafts India Limited Sd/-

Sumita Ghose Managing Director DIN: 01016426 Place: New Delhi Date: 23

rd June, 2016

Address: C-901, Surya Vihar, Dundahera, Gurgaon-122016, Haryana

mailto:[email protected]

http://www.rangsutra.com/

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Notes:

1. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote on poll instead of himself/herself and the proxy need not be a member of the company.

2. The instrument appointing the proxy, in order to be effective, must be deposited at the Company’s Registered Office,

duly completed and signed, not less than forty-eight hours before the commencement of the meeting. Proxies submitted on behalf of companies/body corporate, societies, etc., must be supported by appropriate resolutions/authority, as applicable. A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.

3. Corporate Members intending to send their authorized representatives to attend the Meeting are requested to send a

copy of the Board Resolution authorizing their representative to attend & vote on their behalf at the Meeting.

4. An explanatory statement pursuant to Section 102 of the Companies Act, 2013, relating to the Special Business to be transacted at the meeting is annexed hereto.

5. Members/ Proxies are requested to fill-in and sign the attendance slip and hand it over at the entrance of the venue.

6. As a measure of economy, members are requested to bring their copy of the Annual Report to the meeting.

7. Relevant documents referred to in the accompanying notice are available for inspection at the registered office of the

Company during working hours between 11:00 A.M. to 05 P.M. except holidays upto the date of Annual General Meeting.

8. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of name will be entitled

to vote.

9. Members holding shares in single name & in physical form are advised to make Nomination in respect of their shareholding in the Company. Interested Members are requested to send the Nomination Forms annexed with the Annual Report duly filed in with complete details to Mr. Om Prakash Sahu at A-39, Karni Nagar, Bikaner (Rajasthan) - 334001.

10. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 25

th July, 2015 (date of last Annual General Meeting) on website of the Company

i.e www.rangsutra.com.

11. To support the ‘Green Initiative’, the Members who have not registered their e-mail addresses are requested to register the same at which they would like to receive Notice/ Annual Reports electronically, to Mr. Om Prakash Sahu at A-39, Karni Nagar, Lalgarh, Bikaner (Rajasthan) - 334001.

12. The Route Map showing directions to reach to the venue of the 10

th Annual General Meeting is annexed.

13. Voting through electronic means

I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies

(Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL).

II. The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.


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III. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

IV. The remote e-voting period commences on 14th

September, 2016 (9:00 am) and ends on 16th

September, 2016 (5:00 pm). During this period members’ of the Company, holding shares, as on the cut-off date i.e. 10

th

September, 2016, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

V. The process and manner for remote e-voting are as under:

A. In case a Member receives an email from NSDL [for members whose email IDs are registered with the

Company] : (i) Open email and open PDF file viz; “remote e-voting.pdf” with your Folio No. as password. The said PDF

file contains your user ID and password/PIN for remote e-voting. Please note that the password is an initial password.

(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/ (iii) Click on Shareholder - Login (iv) Put user ID and password as initial password/PIN noted in step (i) above. Click Login. (v) Password change menu appears. Change the password/PIN with new password of your choice with

minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles. (vii) Select “EVEN” of “Rangsutra Crafts India Limited”. (viii) Now you are ready for remote e-voting as Cast Vote page opens. (ix) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when

prompted. (x) Upon confirmation, the message “Vote cast successfully” will be displayed. (xi) Once you have voted on the resolution, you will not be allowed to modify your vote. (xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy

(PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to [email protected] with a copy marked to [email protected]

B. In case a Member receives physical copy of the Notice of AGM [for members whose email IDs are not

registered with the Company or requesting physical copy] : (i) Initial password is provided at the bottom of the Attendance Slip for the AGM:

EVEN (Remote e-voting Event Number) USER ID PASSWORD/PIN

(ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

VI. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990.

VII. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/PIN for casting your vote.

VIII. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

IX. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date i.e. 10

th September, 2016.

X. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. 10

th September, 2016 may obtain the login ID and

password by sending a request at [email protected] or [email protected].

https://www.evoting.nsdl.com/


http://www.evoting.nsdl.com/



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However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID

and password for casting your vote. If you forgot your password, you can reset your password by using

“Forgot User Details/Password” option available on www.evoting.nsdl.com or contact NSDL at the following

toll free no.: 1800-222-990.

XI. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM.

XII. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners

maintained by the depositories/Company as on the cut-off date, shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through Ballot Paper.

XIII. Mr. Arun Kumar Gupta, Practicing Company Secretary (Membership No. 5551) has been appointed as the

Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.

XIV. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held,

allow voting with the assistance of scrutinizer, by use of “e-voting” or “Ballot Paper” or “Polling Paper” for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

XV. The Scrutinizer shall after the conclusion of voting at the AGM, will first count the votes cast at the meeting

and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall submit not later than three days of the conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

XVI. The Results of the voting, with details of the number of votes cast for and against the resolution, invalid

votes, and whether the Resolution has been carried or not, shall be displayed on the notice board of the Company at its Registered Office and results of voting along with the report of the Scrutinizer shall be placed on the website of the Company and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing.

XVII. The members may contact Mr. Om Prakash Sahu (Finance Manager of the Company) at his email ID:

[email protected] or at mobile no.: +91-8432019901 who will be responsible for to address the grievances connected with voting by electronic means. Important Note:

XVIII. Rangsutra Crafts India Limited, being a Public Limited Company and having more than 1000 shareholders,

is compulsorily required to provide e-voting facility to members in terms of Section 108 of the Act read with Rule 20 of the Rules, voting by show of hands will not be available to the members at the Ninth AGM in view of the further provisions of Section 107 read with Section 114 of the Act.

http://www.evoting.nsdl.com/


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ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT IN RESPECT OF SPECIAL BUSINESS (PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013)

The following Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 sets out all material facts relating to the Special Business mentioned in the accompanying Notice should be taken as forming part of the Notice. ITEM NO. 4 The Articles of Association (“AOA”) of the Company is presently in force since its incorporation of the Company i.e. year 2006. The existing Articles of Association are in line with the erstwhile Companies Act 1956, which are thus no longer in full conformity with the Companies Act, 2013 (’New Act’). The New Act is now largely in force and substantive sections of the Act which deal with the general working of companies stand notified. With the coming into force of the Act several articles of the existing Articles of Association of the Company require alteration / deletions. Given this position, it is considered expedient to wholly replace the existing Articles of Association by a new set of Articles. It is thus expedient to adopt new set of Articles of Association (primarily based on Table F set out under the Companies Act, 2013), in place of existing Articles of Association of the Company instead of amending the Articles of Association by alteration/incorporation of provisions of the Companies Act, 2013. Hence the Board of Directors at its meeting held on 23

rd

June, 2016 decided to adopt new set of Articles in place of existing Articles of Association of the Company and seek shareholders' approval for the same. In terms of section 5 and 14 of the Companies Act, 2013, the consent of the members by way of special resolution is required for adoption of new set of Articles of Association of the Company. None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the said resolution. The Directors recommend the aforesaid resolution for the approval by the Members as a Special Resolution.

By Order of the Board of Directors For Rangsutra Crafts India Limited Sd/-

Sumita Ghose Managing Director DIN: 01016426 Place: New Delhi Date: 23

rd June, 2016

Address: C-901, Surya Vihar, Dundahera, Gurgaon-122016, Haryana

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BOARD REPORT To the Members, Your Directors have pleasure in submitting their Tenth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31

st March, 2016.

1. FINANCIAL RESULTS

The Company’s financial performance for the year under review along with previous year figures is given hereunder:

(In Rupees)

Particulars For the Year ended 31

st March, 2016

For the Year ended 31

st March, 2015

Net Sales 4,99,00,781.52 10,26,95,647.36

Export Incentives 6,51,465.00 5,66,584.00

Other Income 20,20,837.92 12,654.35

Total Income 5,25,73,084.44 10,32,74,885.71

Profit/(Loss) before Interest and Depreciation (54,21,169.69) 1,16,14,151.65

Less: Interest 15,85,146.64 13,93,225.00

Less :Depreciation 6,02,349.31 5,96,867.36

Profit/(Loss) after Interest and Depreciation (76,08,665.64) 96,24,059.29

Less: Tax Expenses

i) Current Income Tax ----- 26,19,590.00

ii)Previous Year adjustment of Income Tax ----- -----

iii)Deferred Tax (1,86,126.00) (1,06,551.41)

Net Profit after Tax (74,22,539.64) 71,11,020.70

Proposed Dividend ----- 18,99,540.00

Corporate Tax on Proposed Dividend ----- 3,86,702.00

Net Profit after Dividend and Tax (74,22,539.64) 48,24,778.70

Amount transferred to General Reserve ----- 7,11,102.00

Balance carried to Balance Sheet (6,51,944.63) 67,70,595.01

Earnings per share (Basic) (117.23) 112.31

Earnings per share (Diluted) (117.23) 112.31

2. STATE OF COMPANY’S AFFAIRS

During the year ended on 31

st March, 2016, the Company has incurred a loss of Rs. 74,22,539.64/-

(Rupees Seventy Four Lakh Twenty Two Thousand Five Hundred Thirty Nine and Sixty Four Paise only) as against the profit of Rs. 71,11,020.70/- (Rupees Seventy One Lakh Eleven Thousand Twenty and Seventy Paise only) for the corresponding previous year.

3. CHANGE IN NATURE OF BUSINESS During the year under review, there is no change in the nature of business of the Company.

4. DIVIDEND The Board of Directors does not recommend dividend for the year ended 31

st March, 2016 due to

losses in the Company.

5. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31, 2016 was Rs. 63.318 Lakh. During the year under review, the Company has not issued any shares or any convertible instruments.

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6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT No material changes and commitments affecting the financial position of the Company occurred between 31

st March 2016 and the date of writing this report.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO The particulars as prescribed under the provisions of the Companies Act, 2013 read with Rules framed thereunder, are set out herein below:

A. CONSERVATION OF ENERGY Your Company is engaged in contract manufacturing and trading activity. As the Company has not undertaken manufacturing activity directly, the disclosure under the applicable rules is not required to be provided. However, your Company has generally taken all reasonable efforts to conserve energy. B. TECHNOLOGY ABSORPTION The Company has not imported any technology and hence, the requirement of technology absorption is not applicable. C. FOREIGN EXCHANGE EARNINGS AND OUTGO The Foreign Exchange earnings and outgo are stated in the notes to accounts annexed to the Balance Sheet.

8. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY The Company does not have any Risk Management Policy as the elements of risk threatening the Company’s existence are very minimal.

9. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILTY INITITATIVES The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

10. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 During the financial year 2015-16 the Company had not given/made any loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES Pursuant to the sub-section (1) of Section 188 read with Rule 8(2) of the Companies (Account) Rules,

2014, the particular of the transactions with related parties is furnished in Annexure- I (Form No.

AOC-2) and it is attached to this report. Transactions with related parties are disclosed in Note 24 to

the Financial Statements.

12. AUDITOR’S REPORT The Notes to Accounts referred to in the Auditor’s Report are self-explanatory and therefore do not call for any further comments.

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Pursuant to provisions of section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Board of Directors during the year under review.

13. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

14. EXTRACT OF ANNUAL RETURN The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure-II and is attached to this report.

15. NUMBER OF BOARD MEETING CONDUCTED DURING THE YEAR UNDER REVIEW The Company had 9 (Nine) Board Meetings during the financial year under review.

16. DIRECTORS RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; (e) The directors had devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES The Company does not have any Subsidiary, Joint Venture or Associate Companies.

18. DEPOSITS The Company has neither accepted nor renewed any deposits during the year under review.

19. DIRECTORS During the year under review, there was no change in the constitution of Board of Directors of the Company. In accordance with the provisions of the Companies Act, 2013, Mr. Rewata Ram Panwar, Director retires by rotation and being eligible, offers himself for re-appointment. Mr. Ramesh Saran, Ms. Sumita Ghose, Mr. Rewata Ram Panwar, Ms. Pushpa Purohit, Mr. Vivek Rishi and Ms. Petronella Celestine Tacoma constitute the Board of Directors of Company.

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20. DECLARATION OF INDEPENDENT DIRECTORS

The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to our Company.

21. STATUTORY AUDITORS M/s. Daiya Tiwari & Soni, (Firm Regn. No. 004268C) Chartered Accountants, were appointed as Statutory Auditors for a period of 5 years in the Annual General Meeting held on 29

th September,

2014. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting of the Company. The Company has received a certificate from the above Auditors to effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

22. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 are not applicable to the Company.

23. COMMITTEES OF THE BOARD Currently, the Board has Stakeholders Relationship Committee (‘Committee’). The Committee consists of Mr. Ramesh Saran, Director of the Company as Chairperson of the Committee, Mr. Om Prakash, Mr. Isharam, Mr. Samu Bai, Mr. Hasan Ali Rangrez and Ms. Pappu Devi as Members of the Committee.

The committee reviews and ensures redressal of investor grievances and provides continuous guidance to improve the service levels for investors.

24. INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal financial controls with reference to Financial Statements.

25. PARTICULARS OF EMPLOYEES

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

a) Employed throughout the year Nil b) Employed for part of the year Nil

26. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION,

PROHIBITION & REDRESSAL) ACT, 2013 The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. This ensures a free and fair enquiry process with clear timelines. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No cases of sexual harassment were reported in the financial year 2015-16.

27. ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

Your Company had received an Order dated 16th March 2016 from Regional Director, Western Region, Mumbai for shifting of the registered office of the Company to National Capital Territory of Delhi. Consequent upon the said order, the registered office the Company has been shifted from the State of Maharashtra to National Capital Territory of Delhi at E-42/4, Okhla Industrial Area, Phase-II, New Delhi-110020 with effect from 28th April 2016,

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pursuant to consent obtained from the shareholders in their Extra-ordinary General Meeting of the Company held on 4th November, 2015. Except above, there are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and Company's operations in future.

28. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For RANGSUTRA CRAFTS INDIA LIMITED

Sd/-

Sd/-

SUMITA GHOSE RAMESH SARAN MANAGING DIRECTOR DIRECTOR DIN: 01016426 DIN: 00880855

Place: New Delhi R/o.: C-901, Surya Vihar, Dundahera, Gurgaon, Haryana-122016

R/o.: 30, Karni Nagar, Behind Karni Bhawan Hotel, Bikaner-334001 Rajasthan

Date: 23rd

June, 2016

I. REGISTRATION AND OTHER DETAILS:

I) CIN: U52511RJ2006PLC026497

II) Registration Date : 15 July 2006

Date Month Year

iii) Name of the Company:

iv) Category/Sub-Category of the Company:

v) Address of the Registered Office and Contact Details:

Contact Details

vi) Whether listed Company No

vii) Name, Address and Contact details of Registrar and Transfer Agent, if any:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of the company shall be stated: -

Sl. No.

1

III.

Sl. No. Holding/Subsidiary/

Associate

% of shares held Applicable

Section

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

% change

during the

year

Demat Physical Total % of Total Shares Demat Physical Total % of Total

Shares

15117 15117 23.87 14917 14917 23.56 -0.32

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0

15117 15117 23.87 14917 14917 23.56 -0.32

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0

15117 15117 23.87 14917 14917 23.56 -0.32

Sub-total (A) (1):-

(2) Foreign

a) NRIs - Individuals

b) Other - Individuals

c) Bodies Corp.

Total Shareholding of

Promoter (A) = (A)(1)+(A)(2)

d) Banks / FI

e) Any Other. …

Sub-total (A) (2):-

NIL

Manufacture of blankets, shawls, carpets, rugs, and other similar textile

products

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES :

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year

Indian Non-Government Company

131 (As per NIC Codes 2008 ) 100%

Name and Address of the Company CIN/GLN

A. Promoters

(1) Indian

a) Individual / HUF

b) Central Govt.

d) Bodies Corp.

c) State Govt (s).

e) Banks / FI

f) Any Other. …

Form No. MGT - 9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March 2016

of


[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014

Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the Company


A-39, Karni Nagar, Lalgarh,

Bikaner, Rajasthan-334001

+91-8432019901

Marketing products of rural producers (Handicrafts, handlooms) nationally and internationally

Company limited by Shares

13

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 00 0 0 0 0 0 0

0 0 0 0 0 0 0

18780 18780 29.66 20885 20885 32.98 3.32

0 0 0 0 0 0 0 0

19591 19591 30.94 17686 17686 27.93 -3.01

9830 9830 15.52 9830 9830 15.52 0.00

0 0 0 0 0 0

48201 48201 76.13 0 48401 48401 76.44 0.32

48201 48201 76.13 0 48401 48401 76.44 0.32

63318 63318 100 0 63318 63318 100

ii) Shareholding of Promoters

Sl. No.

No. of Shares % of total Shares

of the Company

% of shares Pledged

/ encumbered to

total shares

No. of Shares % of total Shares

of the Company

% of shares

Pledged /

encumbere

d to total

shares

% change

in

shareholdi

ng during

the year1 15107 23.86 0 14907 23.54 0 -0.32

2 10 0.02 0 10 0.02 0 0

15117 23.87 14917 23.56 -0.32

iii) Change in Promoters' Shareholding (please specify, if there is no change)

Sl. No.

No. of Shares % of total shares

of the company

No. of shares % of total shares of

the Company

1

15107 23.86 15107 23.86

1000.16 15207 24.02

3000.47 14907 23.54

14907 23.54

2 10 0.02 10 0.02

iv) Shareholding Pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl. No.

Name of the

Shareholders


of the company


the Company

1 Fabindia Overseas Pvt. Ltd

18345 28.97 18345 28.97

2105

3.32 20450 32.30

B. Public Shareholding

1. Institutions

a) Mutual Funds

b) Banks / FI

c) Central Govt.

d) State Govt(s).

e) Venture Capital Funds

f) Insurance Companies

g) FIIs

C. Shares held by Custodian

for GDRs & ADRs

h) Foreign Venture Capital

Funds

i) Others (specify)

Sub-total (B)(1):-

2. Non-Institutions

a) Bodies Corp.

i) Indian

ii) Overseas

b) Individuals

i) Individual shareholders

holding nominal share capital

upto Rs. 1 Lakh

Total Public Shareholding

(B)=(B)(1)+(B)(2)

Sub-total (B)(2):-

c) Others (specify)

ii) Individual shareholders

holding nominal share capital

in excess of Rs. 1 Lakh

Grand Total A+B+C

Shareholder's Name Shareholding at the beginning of the year

Name of the Shareholders

At the beginning of the year

Acquired by way of transfers on 5th December,

2015

At the end of the year

For Each of the Top 10 Shareholders Shareholding at the beginning of the year Cumulative Shareholding during the

year

Shareholding at the end of the year

Ms. Sumita Ghose


Total

Shareholding at the beginning of the year Cumulative Shareholding during the

year

Sumita Ghose

Rahul Sen

Acquired by way of Transfers on 5th December,

2015

Rahul Sen

Sold by way of transfers on 5th December, 2015

14

20450 32.30

2 2500 3.95 2500 3.95

3 Jennifer Ann Carter 2500 3.95 2500 3.95

4 1330 2.10 1330 2.10

5 1250 1.97 1250 1.97

6 570 0.90 570 0.90

7 Sumitra Sahu 550 0.87 550 0.87

8

308 0.49 308 0.49

201 0.32 509 0.80

509 0.80

9 435 0.69 435 0.69

10 Mandira Luthra 308 0.49 308 0.49

v) Shareholding of Directors and Key Managerial Personnel:

Sl. No.


of the company


the Company

1

15107 23.86 15107 23.86

100 0.16 15207 23.86

300 0.47 14907 23.54

14907 23.54

2 2250 3.553 2250 3.553

3 150 0.237 150 0.237

4 40 0.063 40 0.063

5 Vivek Rishi

0 0.00 0 0.00

300 0.47 300 0.47

300 0.47

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due for payment

(Amount in Rs.)

Secured Loans

excluding deposits

Unsecured Loans Deposits Total Indebtedness

23,53,898.58 0 0 23,53,898.58

0 0 0 -

0 0 0 -

23,53,898.58 - - 23,53,898.58

17171880.91 17150985 0 3,43,22,865.91

- 7007434 0 70,07,434.00

1,71,71,880.91 1,01,43,551.00 - 2,73,15,431.91

1,95,25,779.49 10000000 0 2,95,25,779.49

0 143551 0 1,43,551.00

1,95,25,779.49 1,01,43,551.00 - 2,96,69,330.49

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole Time Directors and / or Manager:

Sl No. Total Amount

Sumita Ghose

(Managing Director)

Rs. 10,91,100 0 0 0 Rs. 10,91,100


2015

1.

Indebtedness at the beginning of the financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii)

Total (i+ii+iii)

Change in Indebtedness during the financial year

Shailaja Rajendran

Acquired by way of Transfers on 5th December,

2015


2015



Ritu Suri

Rahul Noble Singh




For Each of the Directors and KMP

Thomas Joseph

Ela Ghose

Parl Agro Foods (I) Pvt. Ltd

Pushpa Purohit

Sold by way of transfers on 5th December, 2015


Shareholding at the beginning of the year Cumulative Shareholding during the

year

Sumita Ghose

Ramesh Saran

Rewata Ram Panwar


Particulars of Remuneration Name of MD/WTD/Manager

Gross Salary(a) Salary as per provisions contained in section

17(1) of the Income-tax Act, 1961

• Addition

• Reduction

Net ChangeIndebtedness at the end of the financial year

i) Principal Amount

15

NIL 0 0 0 NIL

NIL 0 0 0 NIL

2. NIL 0 0 0 NIL

3. NIL 0 0 0 NIL

4.

NIL 0 0 0 NIL

NIL 0 0 0 NIL

5. NIL 0 0 0 NIL

Rs. 10,91,100 Rs. 10,91,100

B. Remuneration to other directors: NIL

Sl. No. Total Amount

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD: NIL

Sl No. Total

CEO CFO

2.

3.

4.

5.

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES: NIL

Sd/- Sd/-

Sumita Ghose Ramesh Saran

Managing Director Director

DIN: 01016426 DIN: 00880855

Pursuant to the provisions of Section 197 of the Companies Act 2013, Company got approval of the

Members by way of Special Resolution in the AGM of the Company held on 25th July 2015 to pay a total

remuneration of Rs. 11, 25, 288/- per annum to Ms. Sumita Ghose, Managing Director of the Company.

R/o: 30, Karni Nagar,

Behind Karni Bhawan

Hotel, Bikaner-334001,

Rajasthan

R/o: C-901, Surya Vihar, Dundahera,

Gurgaon-122016, Haryana

C. OTHER OFFICERS IN DEFAULT

Penalty

Compounding

Punishment

A. COMPANY

Punishment

Compounding

Penalty

Penalty

Punishment

Compounding

B. DIRECTORS

Overall Ceiling as per the Act

Particulars of Remuneration Key Managerial Personnel

1. Gross Salary(a) Salary as per provisions contained in section

17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act,

1961

( c) Profits in lieu of salary under section 17(3)

Income-tax Act, 1961

Type Section of the Companies Act Brief Description Details of Penalty /Punishment/

Compounding fees imposed

Company Secretary

Authority [RD / NCLT / Court] Appeal made, if any

(give Details)

Stock Option

Sweat Equity

Commission

- as % of profit

- others, specify

Other, please specify

Total

Total (B)=(1)+(2)Total Managerial Remuneration

Total (1)2. Other Non-Executive Directors

• Fee for attending board committee meetings

• Commission

• Others, please specify

• Fee for attending board committee meetings

• Commission

• Others, please specify

Total (2)

Commission

(b) Value of perquisites u/s 17(2) Income-tax Act,

1961

- as % of profit

- others, specify

Other, please specify

1.

( c) Profits in lieu of salary under section 17(3)

Income-tax Act, 1961

Total (A)

Ceiling as per Act

Particulars of Remuneration

For Rangsutra Crafts India Limited

Name of Directors

1. Independent Directors

Stock Option

Sweat Equity

16

Annexure II

17

Form No. AOC-2

[Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014]

Form of disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis – NOT APPLICABLE

(a) Name(s) of the related party and Nature of relationship

-

(b) Nature of contracts/arrangements/ transactions -

(c) Duration of contracts/arrangements/ transactions -

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

-

(e) Justification for entering into such contracts or arrangements or transaction

-

(f) Date(s) of approval by the Board, if any: -

(g) Amount paid as advances, if any: -

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

-

2. Details of contracts or arrangements or transactions at arm’s length basis

The details of material contracts or arrangement or transactions at arm’s length basis for the year ended March 31, 2016 are as follows:

(a) Name(s) of the related party and Nature of relationship

Fabindia Overseas Private Limited (A Director of the Company is the member of related party)

(b) Nature of contracts/arrangements/ transactions Supply of goods or materials

(c) Duration of contracts/arrangements/ transactions Ongoing

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

Not Applicable

(e) Date(s) of approval by the Board, if any: Not Applicable

(f) Amount paid as advances, if any: Not Applicable

For Rangsutra Crafts India Limited

Sd/- Sd/-

Sumita Ghose Ramesh Saran Managing Director Director DIN: 01016426 DIN: 00880855 Place: New Delhi Date: 23

rd June, 2016

R/o.: C-901, Surya Vihar, Dundahera, Gurgaon-122016, Haryana

R/o.: 30, Karni Nagar, Behind Karni Bhawan Hotel, Bikaner-33400, Rajasthan

18

DAIYA TIWARI & SONI Chartered Accountants

Near Punjab Tent House, Rani Bazar, Bikaner 334001

Independent Auditor’s Report

To the Members of RANGSUTRA CRAFTS INDIA LIMITED Report on the Financial Statements

We have audited the accompanying financial statements of RANGSUTRA CRAFTS INDIA LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

19

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its profit/loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the ‘Annexure A’, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) In Our Opinion, there is no such observations that have an adverse effect on the functioning of the company.

f) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in ‘Annexure B’.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For DAIYA TIWARI & SONI Chartered Accountants FRN: 004268C Sd/- Place: New Delhi CA BRIJ GOPAL DAIYA Date: 23/June/2016 (PARTNER ) Membership No. 082385

20



Annexure ‘A’

The Annexure referred to in paragraph 1 of Our Report on “Other Legal and Regulatory Requirements”. We report that:

i.

a. The company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

b. As explained to us, fixed assets have been physically verified by the Management at reasonable intervals; no material discrepancies were noticed on such verification.

c. The title deeds of immovable properties are held in the name of the Company.

ii. As explained to us, inventories have been physically verified during the year by the Management at reasonable intervals. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

iii. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the provisions of clauses iii (a), (b) and (c) of the order are not applicable to the Company.

iv. In respect of loans, investments, guarantees, and security, provisions of section 185 and 186 of the Companies Act, 2013 have been complied with.

v. The company has not accepted any deposits from the public covered under sections 73 to 76 of the Companies Act, 2013.

vi. As per information & explanation given by the management, maintenance of cost records has not been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

vii.

a. According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales-tax, Service Tax, Custom Duty, Excise Duty, value added tax, cess and any other statutory dues to the extent applicable, have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2016 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there is no amount payable in respect of income tax, service tax, sales tax, customs duty, excise duty, value added tax and cess whichever applicable, which have not been deposited on account of any disputes.

21

viii. In our opinion and according to the information and explanations given by the management, we

are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank, Government or debenture holders, as applicable to the Company.

ix. Based on our audit procedures and according to the information given by the management, the company has not raised any money by way of initial public offer or further public offer (including debt instruments) or taken any term loan during the year.

x. According to the information and explanations given to us, we report that no fraud by the Company or any fraud on the Company by its officers or employees has been noticed or reported during the year.

xi. According to the information and explanations given to us, we report that managerial remuneration has been paid in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

xii. The company is not a Nidhi Company. Therefore clause xii) of the order is not applicable to the Company.

xiii. According to the information and explanations given to us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc. as required by the applicable accounting standards.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

xv. Provisions of section 192 of Companies Act, 2013 have been complied with in case of non-cash transactions entered by the Company with Directors or persons connected with him

xvi. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For DAIYA TIWARI & SONI Chartered Accountants FRN: 004268C Sd/- Place: New Delhi CA BRIJ GOPAL DAIYA Date: 23/June/2016 (PARTNER ) Membership No. 082385

22

Annexure‘B’

Report on Internal Financial Controls Over Financial Reporting

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) We have audited the internal financial controls over financial reporting of RANGSUTRA CRAFTS INDIA LIMITED (“the Company”) as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date. Management’s Responsibility for Internal Financial Controls The Company’s management is responsible for establishing and maintaining internal financial controls

based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditors’ Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing,

issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.



23

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that

1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of Management and Directors of the Company; and

3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. For DAIYA TIWARI & SONI Chartered Accountants FRN: 004268C Sd/- Place: New Delhi CA BRIJ GOPAL DAIYA Date: 23/June/2016 (PARTNER ) Membership No. 082385

Amount in Rs.

March 31, 2016

EQUITY AND LIABILITIES

Shareholders’ Funds

Share Capital 3 63,31,800.00 63,31,800.00 Reserves & Surplus 4 51,63,350.37 1,25,85,890.01

1,14,95,150.37 1,89,17,690.01 Non-Current LiabilitiesDeferred Tax Liabilities (Net) 5 - - Long-Term Provisions 6 10,64,091.00 6,38,124.00

10,64,091.00 6,38,124.00 Current LiabilitiesShort-Term Borrowings 7 1,95,25,679.48 23,53,898.58 Trade Payables 8 66,66,177.50 1,37,72,214.00 Other Current Liabilities 9 1,11,89,386.00 21,34,911.17 Short-Term Provisions 6 1,37,273.00 55,46,661.00

3,75,18,515.98 2,38,07,684.75 TOTAL 5,00,77,757.35 4,33,63,498.76

ASSETS

Non-Current AssetsFixed Assets 10Tangible Assets 50,26,622.52 33,63,335.52 Intangible Assets 1,71,502.31 2,39,796.62 Capital Work-In-Progress - -

51,98,124.83 36,03,132.14 Non-Current Investments - - Deferred Tax Asset (Net) 5 2,54,162.71 68,036.71 Long-Term Loans & Advances 11 4,99,030.00 2,93,430.00 Other Non-Current Assets 12 - -

59,51,317.54 39,64,598.85 Current AssetsInventories 13 2,76,73,876.47 1,92,01,790.85 Trade Receivables 14 52,52,572.41 3,49,476.35 Cash & Cash Equivalents 15 72,97,443.40 1,82,34,944.71 Short-Term Loans & Advances 11 30,47,804.00 13,87,961.00 Other Current Assets 12 8,54,743.53 2,24,727.00

4,41,26,439.81 3,93,98,899.91 TOTAL 5,00,77,757.35 4,33,63,498.76

Significant Accounting Policies 2

The Notes are an integral part of these financial statements

This is the Balance Sheet referred to in our report of even date

For Daiya Tiwari & Soni For and on behalf of BoardChartered Accountants For RANGSUTRA CRAFTS INDIA LIMITED

Sd/-CA Brij Gopal DaiyaPartner (M.No. 082385) Sd/- Sd/-FRN : 004268C Sumita Ghose Ramesh Saran

Managing Director DirectorPlace: New Delhi DIN No.: 01016426 DIN No. : 00880855Date: 23/06/2016

(0.00) -

24

PARTICULARS


March 31, 2015 Note

BALANCE SHEET AS AT 31ST MARCH, 2016

Amount in Rs.

2015-16 2014-15

INCOME

Revenue from operations (Gross) 16 5,05,52,246.52 10,32,62,231.36

Less:- Excise Duty -

Revenue from operations (Net) 5,05,52,246.52 10,32,62,231.36

Other income 17 20,20,837.92 12,654.35

Total Revenue 5,25,73,084.44 10,32,74,885.71

EXPENSES

Cost of materials consumed 18 3,73,90,438.46 7,53,47,847.13

Changes in Inventory 19 (56,99,660.79) 14,69,886.96

Employee benefits expense 20 1,26,57,661.00 71,73,211.00

Finance costs 21 17,59,297.83 15,65,778.85

Depreciation & Amortisation expense 22 6,02,349.31 5,96,867.36

Other expenses 23 1,34,71,664.27 74,97,235.12

Total Expenses 6,01,81,750.08 9,36,50,826.42

PROFIT/(LOSS) BEFORE TAX (76,08,665.64) 96,24,059.29

Tax expense

Current Tax - 26,19,590.00

MAT Credit entitlement - -

Deferred tax (1,86,126.00) (1,06,551.41)

(1,86,126.00) 25,13,038.59

PROFIT/(LOSS) FOR THE YEAR (74,22,539.64) 71,11,020.70

Earnings per equity share: 24(G)Basic & Diluted (117.23) 112.31

Significant Accounting Policies 2

The Notes are an integral part of these financial statements

This is the Statement of Profit & Loss referred to in our report of even date




25


NotePARTICULARS

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2016

2015-16 2014-15

A. Cash Flow from Operating ActivitesProfit before Tax and Extra-ordinary Items -76,08,665.64 96,24,059.29 Add: Depriciation 6,02,349.31 5,96,867.36 Add: Finance Costs 17,59,297.83 15,65,778.85 Operational profit before working capital changes -52,47,018.50 1,17,86,705.50 Adjustments for changes in Working CapitalChanges in Inventories -84,72,085.62 60,86,707.07 Changes in Trade Receivables -49,03,096.06 89,16,199.65 Changes Short Term Loans -16,59,843.00 13,60,635.00 Changes in Other Current Assets -6,30,016.53 44,949.30 Changes in Short Term Borrowings 1,71,71,780.90 -95,97,190.70Changes in Trade Payables -71,06,036.50 -3,73,303.80Changes in Other Current Liabilites 90,54,474.83 9,30,208.15 Changes in Provisions -54,09,388.00 7,53,440.00

Net Cash from Operating Activites -72,01,228.48 1,99,08,350.17 B. Cash Flow from Investing Activites

Fixed Assets Purchased -21,97,342.00 -2,95,950.00FDR Withdrawn - - Security Deposit -2,05,600.00 -2,40,000.00Net Cash from Investing Activites -24,02,942.00 -5,35,950.00

C. Cash Flow from Financing ActivitesFinance Cost -17,59,297.83 -15,65,778.85Changes in long Term Provision 4,25,967.00 -

Net Cash from Financing Activites -13,33,330.83 -15,65,778.85Net increase(decrease) in cash & CashEquivalent (A+B+C) -1,09,37,501.31 1,78,06,621.32 Opening Cash & Cash Equivalents 1,82,34,944.71 4,28,323.39 Closing Cash & Cash Equivalents 72,97,443.40 1,82,34,944.71




RANGSUTRA CRAFTS INDIA LIMITEDCASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2016

26

NOTE 1 : NATURE OF OPERATIONS

Rangsutra Crafts India Limited is primarily engaged in business of sale of ready made garments and made up articles oftextiles.The said goods are not manufactured in the premises of the company but are fabricated in the premises of job worker.

NOTE 2 : SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The Financial Statements are prepared in accordance with the Generally Accepted Accounting Principles in India under thehistorical cost convention (except for revaluation of Plant and Machinery), on an accrual basis, in accordance with applicableAccounting Standards and the relevant provisions of The Companies Act, 2013. The accounting policies are consistently appliedby the company.

All assets and liabilities have been classified as current or non-current as per criteria set out in the Schedule III to the CompaniesAct, 2013.

Use of Estimates

The presentation of financial statements requires estimates and assumptions to be made that affect the reported amount ofassets and liabilities on the date of financial statements and reported amount of revenues and expenses during the reportingperiod. Differences between the actual results and estimates are recognised in the period in which the results are known /materialised.Revenue Recognition

Sale of goods are recorded net of trade discounts and rebates wherever applicable. Sales are inclusive of all duties and taxes butnet of sales tax.

Purchases of stock are booked after inspection and quantity/quality checks and appropriate adjustments in the purchase bills forvaluation, if any.


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2016

27

NOTE 2 : SIGNIFICANT ACCOUNTING POLICIES (Contd.)

Fixed Assets

Tangible Fixed Assets are stated at cost or revalued amounts, as the case may be, less accumulated depreciation and provisionfor impairment, if any. The cost includes expenditure incurred in the acquisition and construction / installation and other relatedexpenses in bringing the asset to working condition for its intended use.

Intangible Assets are stated at acquisition cost, net off accumulated amortisation and provision for impairment, if any.

Depreciation

Depreciation on Tangible Fixed Assets other than Special tools, Jigs, Fixtures included under the head Plant & Machinery andSoftware has been provided on Written Down Value Method based on Estimated Useful Life of the Asset as prescribed inSchedule II to the Companies Act, 2013.

Intangible Assets - Computer Softwares: Upto Financial Year 2013-14 Computer Software was amortized on the basis of WDVmethod. In order to present the Financial Statement in a better way and in compliance of the applicable Accounting Standard AS-26, the Computer Software is now amortized using the Straight Line Method over a period of 3 years with effect from April 01,2014

Borrowing costs

Interest and other borrowing costs, attributable to the acquisition of or construction of qualifying assets till such time the assetsare substantially ready for their intended use, are capitalised. All other borrowing costs are charged to revenue.

Impairment

The carrying amounts of assets are reviewed at each balance sheet date to determine, if there is any indication of impairmentbased on external/internal factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds itsrecoverable amount which represents the greater of the net selling price and "Value in use" of the assets.

Investments

Investments that are readily realisable and are intended to be held for not more than one year from the date, on which suchinvestments are made, are classified as current investments. All other investments are classified as long term investments.Current investments are carried at lower of cost or fair value. Long-term investments are carried at cost. However, provision fordiminution is made to recognise a decline, other than temporary, in the value of the investments, such reduction being determinedand made for each investment individually.

Foreign Currency Transactions

Transactions denominated in foreign currency are recorded at the exchange rate prevailing on the date of transactions. Currentassets and liabilities at the year-end are restated at the prevailing exchange rate and the difference between the year-end and theactual/notional rates is recognized as income or expense in the accounts.

28



NOTE 2 : SIGNIFICANT ACCOUNTING POLICIES (Contd.)

Inventory

Retirement & other employee benefits

Income Taxes

Minimum Alternative Tax

Provisions and Contingent Liabilities

29


Stock-in-trade and goods in transit are valued at lower of cost and net realisable value. Due to a large number and diverse nature of inventory items, specific cost of each type is not ascertainable. However, standard cost estimated as near as possible is considered as cost. No valuation is done for damaged stock since its realisable value; if any, is negligible. Excise duty liability is included in valuation of closing inventory of finished goods.


Provident Fund Contributions are remitted to the Employees Provident Fund administered by the Regional Provident FundCommissioner.

Previous year figures of the company are regrouped, where it is necessary.

Tax expense comprises both current and deferred taxes. Current Tax is provided on the taxable income using the applicable tax ratesand tax laws. Deferred tax assests and liabilities arising on account of timing difference and which are capable of reversal insubsequent periods are recognised using the tax rates and tax laws that have been enacted or substantively enacted. Deferred taxassets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available againstwhich such deferred tax assets can be realised. If the company has carry forward unabsorbed depreciation and tax losses, deferredTax assets are recognised only to the extent there is a virtual certainty supported by convincing evidence that sufficient taxable incomewill be available against which such deferred tax assets can be realised.

Minimum Alternative Tax credit is recognised as an asset only when and to the extent there is convincing evidence that the companywill pay normal income tax during the specified period. Such asset is reviewed at each Balance Sheet date and the carrying amount ofthe MAT credit asset is written down to the extent there is no longer a convincing evidence to the effect that the Company will paynormal income tax during the specified period.

The Company recognises a provision when there is a present obligation as a result of a past event that probably requires an outflow ofresources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made whenthere is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is apossible obligation or a present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made.Contingent Assets are not recognized in the Financial Statements.

NOTE 3: SHARE CAPITAL

March 31, 2016

Authorised Capital

1,10,000 (Previous Year 1,10,000) Equity Shares of Rs. 100/- each 1,10,00,000.00 1,10,00,000.00

1,10,00,000.00 1,10,00,000.00 Issued, Subscribed and Fully Paid-up63,318 (Previous Year 63,318) Equity Shares of Rs. 100/- each 63,31,800.00 63,31,800.00 fully paid up )

63,31,800.00 63,31,800.00

(a) Rights, preferences and restrictions attached to shares

(b) Shareholders holding more than 5 percent of the equity shares

No. of Shares held

%age No. of Shares

held %age

FabIndia Overseas Pvt. Ltd. 20,450.00 32.30% 18,345.00 28.97% Sumita Ghose 14,907.00 23.54% 15,107.00 23.86%

NOTE 4: RESERVES AND SURPLUS

General ReserveAs per last Account 16,08,820.00 8,97,718.00 Add: Transfer from Statement of Profit & Loss - 7,11,102.00

16,08,820.00 16,08,820.00 Securities Premium AccountAs per last Account 42,06,475.00 42,06,475.00 Add: Security Premium Credited on Share Issued - - Surplus in the statement of profit and loss 42,06,475.00 42,06,475.00 Balance as per last financial statement 67,70,595.01 26,56,918.31 Profit/(Loss) for the year (74,22,539.64) 71,11,020.70 Less:- AppropriationsProposed Dividend - (18,99,540.00) Corporate Tax on Dividend - (3,86,702.00) Transfer to General Reserve - (7,11,102.00)

(6,51,944.63) 67,70,595.01

Closing Balance 51,63,350.37 1,25,85,890.01

30

March 31, 2016 March 31, 2015

March 31, 2015

March 31, 2016 March 31, 2015

The company has one class of equity shares having a par value of Rs.100 per share. Each shareholder is eligible for one vote per share held.The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except incase of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company afterdistribution of all preferential amounts, in proportion to their shareholding.

Amount in Rs.

(Amount In Rs.)

Name of Shareholder

RANGSUTRA CRAFTS INDIA LIMITEDNOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2016

NOTE 5 : DEFERRED TAX LIABILITIES /ASSETS (NET):

March 31, 2016 March 31, 2015

The breakup of Deferred Tax Liability/Assets:

Opening Balance 68,036.71 (38,514.70)

Arising on account of timing difference in:

- Depreciation 1,86,126.00 1,06,551.41

- Accrued Expenses allowable on Actual Payments - -

Deferred Tax Liabilities /Assets(Net) 2,54,162.71 68,036.71

NOTE 6 : PROVISIONS

March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015

Provision for employee benefits:

Leave benefits 2,42,868.00 1,31,303.00 7,529.00 3,725.00

Gratuity 8,21,223.00 5,06,821.00 18,301.00 10,382.00

Bonus - - 5,46,973.00

Ex-Gratitous Payment 72,735.00

Other Provisions:

Audit Fees - - 80,000.00 -

Light and water - - 12,600.00 10,000.00

Telephone - - 18,843.00 19,014.00

Income Tax Payable - 25,97,590.00

Proposed Dividend - - - 18,99,540.00

Corporate Tax on Dividend - 3,86,702.00

10,64,091.00 6,38,124.00 1,37,273.00 55,46,661.00

NOTE 7 : SHORT-TERM BORROWINGS

March 31, 2016 March 31, 2015

Secured

Working Capital Facilities from Banks

Axis Bank 1,15,25,779.49 23,53,898.58

[Cash Credit (Hypothecation) limit is secured by

hypothecation by way of first & exclusive charge

over all present & future current assets of the

company stored or to be stored at the company's

godown or premise or wherever else the same

may be.]

Exim Bank 79,99,899.99 -

[Working capital limit is secured by hypothecation

of entire current assets]

1,95,25,679.48 23,53,898.58

NOTE 8 : TRADE PAYABLES

March 31, 2016 March 31, 2015

- -

Total outstanding dues of creditors other than Micro Enterprises and Small Enterprises 66,66,177.50 1,37,72,214.00

66,66,177.50 1,37,72,214.00

NOTE 9 : OTHER CURRENT LIABILITIES

March 31, 2016 March 31, 2014

Statutory dues :

ESIC 10,428.00 7,267.00

PF 66,589.00 41,428.00

TDS 1,28,249.00 67,179.00

VAT 29,091.00 3,08,725.15

CST 13,436.00 -

Other payables:

Liabilities for expenses 11,43,812.00 56,259.00

Advance From Customers 92,89,826.00 13,21,078.02

Unclaimed Dividend 5,07,955.00 3,32,975.00

1,11,89,386.00 21,34,911.17

31

There is no amount due and outstanding to be credited to Investor Education and Protection Fund.

Amount In Rs.

Amount in Rs.



Amount in Rs.

Short-Term

Total outstanding dues to Micro Enterprises and Small Enterprises

Amount in Rs. Amount in Rs.

Amount In Rs.

Long-Term



NOTE 10 : FIXED ASSETS

G R O S S B L O C K D E P R E C I A T I O N NET BLOCK

Nature of Cost/ Addit- Deduct- Cost/ Upto Provided Deduct- Upto As at As at

Fixed Assets Value ions ions/ Value 31-03-2015 during ions/ 31-03-2016 31-03-2016 31-03-2015

as at Adjust- as at the year Adjust-

01-04-2015 ments 31-03-2016 ments

Tangible Assets

Land 28,19,158.00 28,19,158.00 - - - - 28,19,158.00 28,19,158.00

Buildings 1,32,230.00 1,40,427.00 2,72,657.00 38,763.00 19,505.00 - 58,268.00 2,14,389.00 93,467.00

Plant and Machinery 2,93,152.22 2,40,879.00 5,34,031.22 1,65,022.37 30,172.00 1,95,194.37 3,38,836.85 1,28,129.85

Furniture & Fixtures 5,85,680.88 4,27,068.00 10,12,748.88 3,76,860.51 1,20,062.00 - 4,96,922.51 5,15,826.37 2,08,820.37

Equipments 2,78,396.00 11,79,800.00 35,247.00 14,22,949.00 1,82,471.02 2,21,692.00 - 4,04,163.02 10,18,785.98 95,924.98

Computer & Peripherals 5,99,592.97 1,41,205.00 2,269.00 7,38,528.97 5,81,757.65 37,145.00 - 6,18,902.65 1,19,626.32 17,835.32

Total Tangible Assets 47,08,210.07 21,29,379.00 37,516.00 68,00,073.07 13,44,874.55 4,28,576.00 - 17,73,450.55 50,26,622.52 33,63,335.52

Previous year 48,74,355.50 1,38,450.00 3,04,595.43 47,08,210.07 11,67,224.00 1,77,650.55 - 13,44,874.55 33,63,335.52 37,07,131.50

Intangible Assets

Computer Software 6,22,367.11 16,800.00 6,39,167.11 3,82,570.49 1,23,828.67 - 5,06,399.16 1,32,767.95 2,39,796.62

Trade Mark - 51,163.00 51,163.00 - 12,428.64 - 12,428.64 38,734.36 -

Total Intangible Assets 6,22,367.11 67,963.00 - 6,90,330.11 3,82,570.49 1,36,257.31 - 5,18,827.80 1,71,502.31 2,39,796.62

Previous year 4,76,175.00 1,57,500.00 11,307.89 6,22,367.11 2,79,257.00 1,03,313.49 - 3,82,570.49 2,39,796.62 1,96,918.00

51,98,124.83 36,03,132.14

32


Amount in Rs.

Grand Total


NOTE 11 : LOANS & ADVANCES

March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015

Unsecured, Considered Good

Advances Recoverable in cash or in kind - - 30,47,804.00 13,87,961.00

Other loans and advances:

MAT Credit Entitlement - - - -

Security Deposit 4,99,030.00 2,93,430.00 - -

4,99,030.00 2,93,430.00 30,47,804.00 13,87,961.00

NOTE 12 : OTHER ASSETS

March 31, 2016 March 31, 2015


Advance Income Tax 8,03,687.00 2,00,000.00

Prepaid Expenses 47,444.00 24,727.00

VAT Receivable 3,612.53 -

8,54,743.53 2,24,727.00

NOTE 13 : INVENTORIES

March 31, 2016 March 31, 2015

At lower of cost and net realisable value

Raw materials 78,89,815.08 51,17,390.25

Work-in-progress 63,37,647.08 22,00,373.40

Finished goods 1,34,46,414.31 1,18,84,027.20

2,76,73,876.47 1,92,01,790.85

NOTE 14 : TRADE RECEIVABLES

March 31, 2016 March 31, 2015


52,52,572.41 3,49,476.35

52,52,572.41 3,49,476.35

33


Short TermAmount in Rs Amount in Rs

Long Term

Current Amount in Rs

Outstanding for a period less than six month from the date they are due for payment

Outstanding for a period exceeding six month from the date they are due for payment

Amount in Rs

Amount in Rs

NOTE 15 : CASH & CASH EQUIVALENTS

March 31, 2016 March 31, 2015

Cash & Cash equivalents:

Balances with banks;

In Current Accounts 3,60,875.40 1,78,42,741.71

Cash on hand 8,434.00 59,228.00

(As per books and certified by Director)

3,69,309.40 1,79,01,969.71

Other Bank Balances;

In Deposit Accounts (more than 12 months maturity) 64,20,179.00 -

- -

In unpaid Dividend Account 5,07,955.00 3,32,975.00

5,07,955.00 3,32,975.00

72,97,443.40 1,82,34,944.71

NOTE 16 : REVENUE FROM OPERATIONS

2015-16Sales:

Finished Goods (Gross) 4,99,00,781.52 10,26,95,647.36

Other Operating Revenues - Export Incentives 6,51,465.00 5,66,584.00

5,05,52,246.52 10,32,62,231.36

NOTE 17 : OTHER INCOME

2015-16

Interest:

on Deposits(Fixed Deposits) 4,68,850.00 -

Grant Received 6,89,687.00 -

Foreign Exchange Difference 53,622.54 -

Miscellaneous Receipts 8,08,678.38 12,654.35

20,20,837.92 12,654.35

34

RANGSUTRA CRAFTS INDIA LIMITEDNOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016

2014-15

Amount in Rs

Amount in Rs

In Deposit Accounts (more than 3 months but less than 12 months maturity)

2014-15

Amount in Rs

NOTE 18 : COST OF MATERIALS CONSUMED

2015-16 2014-15

Cost of Materials Consumed

Opening Stock 51,17,390.25 97,34,210.36

Add: Purchases 2,37,67,663.68 3,18,18,998.34

Add: Freight Inward 5,99,058.61 3,97,137.13

Add: Other Direct Expenses 36,12,818.50 28,48,049.55

Add: Job Work Charges 1,21,83,322.50 3,56,66,842.00

4,52,80,253.54 8,04,65,237.38

Less: Closing Stock 78,89,815.08 51,17,390.25

3,73,90,438.46 7,53,47,847.13

NOTE 19 : CHANGES IN INVENTORY

2015-16 2014-15

Closing Stock:

Finished Goods 1,34,46,414.31 1,18,84,027.20

Stock in Process 63,37,647.08 22,00,373.40

TOTAL (A) 1,97,84,061.39 1,40,84,400.60

Less: Opening Stock:

Finished Goods 1,18,84,027.20 1,30,58,643.26

Stock in Process 22,00,373.40 24,95,644.30

TOTAL (B) 1,40,84,400.60 1,55,54,287.56

TOTAL(A-B) (56,99,660.79) 14,69,886.96

NOTE 20 : EMPLOYEE BENEFITS EXPENSE

2015-16 2014-15

Salaries, Wages, Bonus, and Allowances 1,10,27,251.00 63,78,065.00

Gratuity 3,22,321.00 2,14,924.00

Leave Encashment Expenses 1,15,369.00 57,277.00

Company's Contribution to Provident, Gratuity and Other Funds 5,83,348.00 3,22,976.00

Welfare Expenses 6,09,372.00 1,99,969.00

1,26,57,661.00 71,73,211.00

NOTE 21 : FINANCE COSTS

2015-16 2014-15

Interest 15,85,146.64 13,93,225.00

Cash Discount 26,196.59 355.00

Bank Charges 1,47,954.60 20,512.85

Bank OD Renewal Charges - 1,51,686.00

17,59,297.83 15,65,778.85

NOTE 22 : DEPRECIATION & AMORTISATION EXPENSE

2015-16 2014-15

Depreciation on tangible assets 4,28,576.00 1,77,650.55

Depreciation on Intangible assets 1,36,257.31 1,03,313.49

Written Off 37,516.00 3,15,903.32

6,02,349.31 5,96,867.36

35

Amount In Rs.

Amount In Rs.

Amount In Rs.

Amount in Rs.

Amount In Rs.



NOTE 23 : OTHER EXPENSES

2015-16 2014-15

Packing Materials consumed 4,48,283.00 1,11,309.00

Power, Fuel and Water Charges 2,02,069.00 1,81,084.00

Repairs and Renewals:

Office 13,89,214.00 2,95,461.50

Computer 1,90,595.00 1,03,760.00

Other Assets 58,831.00 20,800.00

Insurance 38,911.00 32,758.00

Rent 14,42,120.00 8,43,304.00

Printing and Stationery 4,81,451.00 1,86,066.00

Travelling & Conveyance 19,78,013.00 8,86,423.00

Foreign Exchange Fluctuation - 28,274.07

Communication Expenses 3,60,945.72 2,47,989.22

Legal & Professional Charges 23,74,900.00 18,14,942.00

Auditors' Remuneration:

As Auditors:

Audit fee 40,000.00 40,000.00

Tax Audit fee 15,000.00 15,000.00

Taxation matters - -

VAT Return 16,200.00 16,200.00

Reimbursement of Expenses etc. 8,800.00 8,800.00

Total Auditors Expenses 80,000.00 80,000.00

Directors Remuneration 10,91,100.00 9,45,555.00

Selling Expenses 21,78,735.15 11,29,840.22

Freight and Forwarding (Net) 4,51,119.42 4,38,006.30

Project Grant Expenses 6,02,265.00 -

Miscellaneous Expenses 1,03,111.98 1,51,662.81

1,34,71,664.27 74,97,235.12



Amount In Rs.

36

NOTE 24 : OTHER ADDITIONAL NOTES / INFORMATION

A

B

C

D Contingent Liability not provided for: Nil ( Previous Year : Nil)

E Capital and other commitments(i)

F

G Earnings Per Share:

Profit/(Loss) after taxation and refund of income tax. (74.23) Lakh 71.11 Lakh

Number of Equity Shares (Face Value Rs. 100/-) 63,318 Nos 63,318 Nos

Earning Per Share in Rupees - Basic & diluted (117.23) /share 112.31 /share

H Related Party Disclosure:

a) Parties which significantly influence / are influenced by the company (either individually or with others) -

Associate Company Fabindia Overseas Pvt. Ltd.

b) Key Management Personnel Sumita Ghose, Managing Director

37

The Company has not received the information from suppliers regarding status of Small Scale Undertaking,Micro,Small and Medium Enterprises Development Act,2006. Hence required disclosures have not been given.

Year 2016 Year 2015

Rs. Rs.

Dues to Micro and Small enterprieses under Micro, Small and Medium Enterprise Development Act, 2006; (MSMED) :-


Estimated amount of contracts remaining to be executed on Capital Account and not provided for Rs. Nil (Previous Year Rs. Nil).

In the opinion of the Board and to the best of knowledge and belief, the value on realization of loans and advances and current assets will not be less then the amount stated in the Balance Sheet.

Sundry Debtors, Creditors Loans Advances are subject to confirmation from respective parties.

There is no employee who is in receipt of remuneration in aggregate of Rs. 6000000/- per annum or more if employed through out the year or Rs. 500000/- per month, if employed part of the year.

NOTE 24 : OTHER ADDITIONAL NOTES / INFORMATION Contd…

Nature of transactions:

1) Payment to Key Managerial Personnel

Remuneration to Sumita Ghose

Ex-Gratia to Sumita Ghose

2) Sales

Fabindia Overseas Private Limited

3) Advance Received


4) Advance Paid Back


5) Outstanding Payable


Sumita Ghose

6) Reimbursement of Expenses


7) Interest Paid


8) Dividend Paid (for FY 2014-15)


Sumita Ghose

-

3,52,549.00

2015-16 2014-15

38

1,92,85,291.00 5,30,23,803.40

1,67,761.00 -

90,925.00 72,735.00

5,50,350.00

-

92,89,826.00

No amount has been provided as doubtful debts or advances / written off or written back in the year in respect of debts due from / to above related party.

1,70,00,000.00

4,53,210.00

-

-

70,00,000.00


10,91,100.00 8,72,820.00

- 72,735.00

Amount In Rs.Amount In Rs.

NOTE 24 : OTHER ADDITIONAL NOTES / INFORMATION Contd2015-16 2014-15

I Expenditure in Foreign Currency (on cash basis): 1,78,880.00 -

J Earnings in Foreign Currency -

2. Others (Sale) 5,28,539.54 6,16,698.00

K

This is the statement of Profit & Loss Account referred to in our report of even date

For Daiya Tiwari & Soni For and on behalf of Board

Chartered Accountants For RANGSUTRA CRAFTS INDIA LIMITED

Sd/- Sd/- Sd/-

CA Brij Gopal Daiya Sumita Ghose Ramesh SaranPartner (M.No. 082385) Managing Director Director

FRN : 004268C DIN No.: 01016426 DIN No. : 00880855

Place: New Delhi

Date: 23/06/2016

Signatures to the Notes to the Financial Statements which form an integral part of these Financial Statements.


Figures of previous year have been shown in bracket.

39

40

FORM NO. SH-13

NOMINATION FORM [Pursuant to section 72 of the Companies Act, 2013 and rule 19(1) of the Companies (Share Capital and

Debentures) Rules 2015]

To Rangsutra Crafts India Limited A-39, Karni Nagar, Lalgarh, Bikaner-334001 Rajasthan I/We ___________________________ the holder(s) of the securities particulars of which are given hereunder wish to make nomination and do hereby nominate the following persons in whom shall vest, all the rights in respect of such securities in the event of my/our death. (1) PARTICULARS OF THE SECURITIES (in respect of which nomination is being made)

Nature of Securities Folio No. No. of Securities Certificate No. Distinctive No.

(2) PARTICULARS OF NOMINEE/S-

(a) Name

(b) Date of Birth

(c) Father’s/Mother’s/Spouse’s name

(d) Occupation

(e) Nationality

(f) Address

(g) E-mail id

(h) Relationship with the security holder

(3) IN CASE NOMINEE IS A MINOR

(a) Date of birth

(b) Date of attaining majority

(c) Name of Guardian

(d) Address of Guardian

(4) PARTICULARS OF NOMINEE IN CASE MINOR NOMINEE DIES BEFORE ATTAINING AGE OF MAJORITY

(a) Name

(b) Date of Birth

(c) Father’s/Mother’s/Spouse’s name

(d) Occupation

(e) Nationality

(f) Address

(g) E-mail id

(h) Relationship with the security holder

(i) Relationship with the minor nominee

Name: Address: Name of the Security Holder (s): ………………………… Signature: ………………………………………………….. Witness with Name and Address:…………………………

41

Please fill this Nomination form in Duplicate after carefully reading the instruction given below:

1. The Nomination can be made by individual’s only holdings shares singly or jointly. Non- individuals including Society, Trust, Body Corporate, Partnership firm, Karta of Hindu Undivided Family and Power of Attorney holder cannot nominate.

2. The nominee shall not be a Trust, Society, Body Corporate, Partnership firm, Karta of Hindu Undivided Family and power of attorney holder.

3. The shareholder[s] can nominate a minor as a nominee and in that event, the name and address of the guardian shall be provided.

4. As per section 72 of Companies Act 2013, if the shares are held by more than one person jointly, then the joint holders may together nominate a person to whom all the rights in the shares of the Company shall vest, in the event of death of all the joint holders.

5. If the shares are held jointly, subsequent to the death of anyone of the holders, the shares would not be registered in favour of the nominee but would be transferred in the name of the surviving shareholders.

6. Nomination stands cancelled whenever the shares in the given folio are transferred/ dematerialized. Also in case of change in folio due to consolidation/ transmission a new nomination has to be filed.

7. The nomination made through Form No. SH-13 will be considered valid if the nomination made by the holder[s] of the shares is registered with the company before the death of the registered holder[s] of the shares.

8. Kindly note that the nomination being a legal document should be dated by the nominator and the witness should certify that the nominator has signed the form in their presence. Furthermore the date of execution on the Nomination Form should match with the date of witness, witnessing the document.

9. Affixing photograph of the Nominee is not mandatory and if affixed the nominee should sign across the photograph. FOR OFFICE USE ONLY

Nomination Registration No. Date of Registration Signature of Employee with Code No.

42

Form No. SH-14

Cancellation or Variation of Nomination [Pursuant to sub-section (3) of section 72 of the Companies Act, 2013 and rule 19(9) of the Companies (Share

Capital and Debentures) Rules 2015] To Rangsutra Crafts India Limited A-39, Karni Nagar, Lalgarh, Bikaner-334001 Rajasthan I/We hereby cancel the nomination(s) made by me/us in favour of______________________________ (name and address of nominee) in respect of the below mentioned securities.

Or I/We hereby nominate the following person in place of ______________________________as nominee in respect of the below mentioned securities in whom shall vest all rights in respect of such securities in the event of my/our death. (1) PARTICULARS OF THE SECURITIES (in respect of which nomination is being cancelled/varied)

Nature of securities Folio No. No. of securities Certificate No. Distinctive No.

(2)(a) PARTICULARS OF NEW NOMINEE:

i Name

ii Date of Birth

iii Father’s/Mother’s/Spouse’s name

iv Occupation

v Nationality

vi Address

vii E-mail id

viii Relationship with the security holder

(b) IN CASE NEW NOMINEE IS A MINOR-

I Date of Birth

Ii Date of attaining majority

Iii Name of Guardian

iv Address of Guardian

(3) PARTICULARS OF NOMINEE IN CASE MINOR NOMINEE DIES BEFORE ATTAINING AGE OF MAJORITY

(a) i Name

(b) ii Date of Birth

(c) iii Father’s/Mother’s/Spouse’s name

(d) iv Occupation

(e) v Nationality

(f) vi Address

(g) vii E-mail id

(h) viii Relationship with the security holder

(i) ix Relationship with the minor nominee

Name: Address: Name of the Security Holder (s): ………………………… Signature: ………………………………………………….. Witness with name and address: ………………………..

43

FORM NO. MGT-11

PROXY FORM [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the Member (s) : ________________________________________________ Registered Address : ________________________________________________ E-mail Id : ________________________________________________ Folio No/ *Client Id : ________________________________________________ DP ID* : ________________________________________________ *applicable for members holding shares in electronic form I/We, being the member(s) of Rangsutra Crafts India Limited, Holding ________________________Shares of above named Company, hereby appoint 1. Name:___________________________________ E-mail Id:________________________________ Address: __________________________________________________________________________ __________________________________________________________________________________ Signature: __________________________________________________________________________ or failing him/her 2. Name:____________________________________ _E-mail Id:_______________________________ Address:____________________________________________________________________________ ___________________________________________________________________________________ Signature:___________________________________________________________________________ or failing him/her 3. Name:___________________________________ E-mail Id:_________________________________ Address:___________________________________________________________________________ Signature:__________________________________________________________________________




44

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 10

th Annual General Meeting

of the Company to be held on Saturday on 17th day of September, 2016 at 11 a.m. at Plot No. 118, Near PHed Water Tank, Rani Bazar Industrial Area, Bikaner-334001, Rajasthan and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution Number

Resolution **Vote (Optional see Note 2) (Please mention No. of Shares)

For Against Abstain

Ordinary Business

1. Adoption of Financial Statements, report of the Board of Directors and Auditors and Consolidated Financial Statements and Auditors Report thereon for the Financial Year ended 31

st March, 2016

2. Appoint a Director in place of Mr. Rewata Ram Panwar (DIN: 02046175), who retires by rotation and being eligible offers himself for re-appointment.

3. Ratification of the appointment of Statutory Auditors

Special Business

4. Adoption of New Set of Articles of Association of the Company as per the Companies Act, 2013

Signed this.............. day of .................... 2016. Signature of Shareholder _______________ Signature of Proxy Holder(s) _____________

Notes: (1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of

the Company not less than 48 hours before the commencement of the meeting.

(2) **This is only optional. Please put a ‘’ in the appropriate column against the resolutions indicated in the Box. If you leave the ‘For’ or ‘Against’ or ‘Abstain’ column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

(3) Appointing a proxy does not prevent a member from attending the meeting in person if he/she so wishes.

Affix Rs. 1/-

Revenue Stamp

46

ATTENDANCE SLIP

ANNUAL GENERAL MEETING – 17th Day of September 2016

EVEN (Remote e-voting Event Number)

USER ID PASSWORD/PIN

104459

I/We _________________________________ hereby record my/our presence at the 10

th Annual General

Meeting of the Company held on Saturday, the 17th day of September 2016 at at 11:00 A.M. at Plot No. 118, Near PHed Water Tank, Rani Bazar Industrial Area, Bikaner-334001, Rajasthan.

Folio No.

No. of Shares

Full Name of Members/Proxy (in Block Capital)

__________________________

Signature of the member(s)/Proxy holder(s)

Notes: 1. Members/Proxy holders are requested to bring the duly signed original attendance slip to the meeting and hand it over at the entrance. 2. For the convenience of members, persons other than members/proxies will not be admitted.




Registered Office : A-39 Karni Nagar, Lalgarh Bikaner - 334001 |Ph: +91 8432019901

CIN : U52511RJ2006PLC026497|Email: [email protected]| Website: WWW.rangsutra.com

Route MAP of the VENUE OF AGM

RANGSUTRA CRAFTS INDIA LTD

Plot No. 118 Near Phed Water Tank, Rani Bazar Industrial Area

Bikaner - 334001, Ph: 2202148

RANGSUTRA CRAFTS INDIA LTD

Major Puran Singh Circ

le

Jaip

ur

Ro

ad

Red Light

Museum Circle

Ganganagar Raod

Public Park

PB

M H

osp

ita

l R

ao

d

Ambedkar Circle

Major Puran Singh Circ

le

Ambedkar Circle

Ambedkar Circle

DRM office Madical College Road

Ra

ni B

aza

r B

rid

ge

Phed Wate

r Tank

Ra

ni B

aza

r Rly

Cro

ssing

RangsutraPhed Wate

r Tank

RangsutraPhed Wate

r Tank

Chopra

KatlaRly Station Road Rani Bazar Industrial Area

Bh

om

iya

ji ma

rriag

e P

lace

Chopra

Katla

Rani Baza

r Circ

le

Jain PG

College Uco Bank

Nokha Road from Jodhpur

Ro

ad

No

5

Bh

om

iya

ji ma

rriag

e P

lace

Rani Baza

r Circ

le

rangsutra crafts india limited

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