RANGSUTRA CRAFTS INDIA LIMITED ANNUAL REPORT 2017-18 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.) CHIEF FINANCIAL OFFICER Mr. Rahul John Noble Singh CHIEF EXECUTIVE OFFICER Mr. Shivam Nathan 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 Tel.: 0151-2202148 [email protected] www.rangsutra.com CORPORATE IDENTITY NO. (CIN): U52511RJ2006PLC026497 MESSAGE TO SHAREHOLDERS Dear shareholders, co-workers, partners and friends of Rangsutra. I am pleased to bring you the Rangsutra Annual Report for 2017-18. It has been another eventful year at Rangsutra. We have consolidated our work in the villages and small towns where we work, bringing about a shift from home based to center based work. This has resulted in increased productivity and efficiency, leading to increased incomes for our artisans, and increased sales for the company. The Village Craft Centers or Kala Kendras have helped make women’s work visible, and allowed many of them who have had no access to formal education or formal training, contribute to the economic and social development of their families. This is a ray of hope, at a time when the labour force participation of women in the country has been declining. We ensure that all artisans, who come to work in our centers have bank accounts, and have a safe and congenial working environment. Most of them are shareholders in Rangsutra like yourself, and those who are not, will be encouraged to become shareholders. Coming to work in centers gives women and men a sense of dignity and identity as artisans and co-workers that goes beyond caste, creed or gender. A Rangsutra Centre is an inclusive place, for those who wish to learn, to earn, to work hard and grow as individuals as well as artisans, managers and workers. We currently have Nine Rangsutra Craft Centers operational in Pugal, 2 AD, 2DO, Dandkala, Napasar, Loonkaransar, Mirzapur, Gyanpur and Mahabar A Boost for Handlooms The year has been a good one for handloom weavers in Napasar and Loonkaransar. The Napasar Hatkargha Vikas Samiti, incubated by Rangsutra Craft Duniya Producer Company and has been supported by Rangsutra Crafts India in product development and marketing, since its inception, has been able to ensure regular work and increased incomes to their weavers this year. This was possible due to the first ever handloom product order from IKEA of towels, throws and cushion covers. 40 women from Napasar village set up a Craft Centre where they gave finishing touches to the towels and throws by the handcraft of tasseling. The women of Barmer and Bikaner continued to benefit from the hand embroidery orders received from Fabindia. The slow but steady Retail Rangsutra Business, ensures work to new clusters like Bandhani -Tie and Dye in Churu, Ralli or Patchwork in Baap. These clusters are not yet in a position to produce large quantities required by large buyers. Additionally retail orders provide work to the existing clusters, like the extra weft handloom in Phalodi, Pokaran, and Barmer, when they do not have work. The two principles that guide us and our work continue to remain: - Respect for the producer, respect for the customer and for each other - Samay par aur safai se - a commitment to timely deliveries and to excellent quality of work. With best regards Sd/- Sumita Ghose (2) (3) NOTICE NOTICE is hereby given that the Twelfth Annual General Meeting of the Members of Rangsutra Crafts India Limited will be held on Saturday, the 29th Day of September, 2018 at 03:00 P.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 audited financial statements of the Company for the financial year ended 31st March, 2018 and the Report of the Board of Directors and Auditors thereon. 2. To appoint a Director in place of Ms. Pushpa Purohit (DIN: 02262694), who retires by rotation and being eligible, offers herself for re-appointment. SPECIAL BUSINESS: To approve the conversion of the loan into equity share capital of the company on account of default of repayment of Loan amount by the Company to Yunus Social Business Fund Bengaluru Private Limited “Lender”. 3. 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 62(3) and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification or re- enactments thereof) and in accordance with the relevant provisions of Memorandum and Articles of Association of the Company, the consent, authority and approval of the Company be and is hereby accorded to accept and give effect to the option of conversion of Loan into such number of equity shares of the face value of Rs. 10/- each (Rupees Ten Only) subject to such terms and conditions as may be mutually agreed in terms of the Loan Agreement to be executed by and between the Company, Yunus Social Business Fund Bengaluru Private Limited (“YSBF”) and Ms. Sumita Ghose, Managing Director (Promoter) of the Company.” “RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board of Directors of the Company and/or any person authorized by the board be and are hereby severally authorized to take all necessary actions and to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, proper or desirable for such purpose or as may be required by any statutory, regulatory and other appropriate authorities for the purpose of giving effect to the foregoing resolution.” By Order of the Board of Directors For Rangsutra Crafts India Limited Sd/- Sumita Ghose Chairperson and Managing Director DIN: 01016426 Place: New Delhi R/o.: C-901, Surya Vihar, Dundahera, Date: 04/08/2018 Gurgaon-122016, Haryana 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 Notes: 1. A member entitled to attend and vote at the 12th Annual General Meeting is entitled to appoint a proxy to attend and vote 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 corporates, 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. Members/ Proxies are requested to fill-in and sign the attendance slip and hand it over at the entrance of the venue. 5. As a measure of economy, members are requested to bring their copy of the Annual Report to the meeting. 6. Relevant documents referred to in the accompanying notice are available for inspection at the registered office of the Company during working hours between 09:00 A.M. to 06:00 P.M. except holidays upto the date of Annual General Meeting. 7. The Statutory Registers under the Companies Act, 2013, will be available for inspection by the members at the venue of AGM. 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. As per the provisions of Section 72 of the Companies Act, 2013 (‘the Act’), the facility of making nomination is available for the Members in respect of the shares held by them. 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 Form 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. Members are requested to note that as per Section 124 and 125 of the Companies Act, 2013, dividends not encashed /claimed within seven years from the date of declaration will be transferred to the Investor Education and Protection Fund (IEPF). After transfer of the said amount to IEPF, no claims in this respect shall lie against IEPF or the Company. Members wishing to claim dividends, which remain unclaimed, are requested to correspond with Mr. Om Prakash Sahu, Finance Manager at A-39, Karni Nagar, Lalgarh, Bikaner (Rajasthan)-334001.