ORDINARY BUSINESS: SPECIAL BUSINESS: Item No. 4 Retirement of Director

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1 RUNEECHA TEXTILES LIMITED Regd. Off: Level 3, Neo Vikram, New Link Road, Andheri West, Mumbai CIN: L99999MH1986PLC Phone , Fax , website: NOTICE TO THE 28 TH ANNUAL GENERAL MEETING Notice is hereby given that the 28 th, Annual General Meeting of the members of Runeecha Textiles Limited is scheduled to be held on Thursday, the 18 th Day of December 2014 at 11:00 AM at Kilachand Conference Room, second floor, IMC building, IMC Marg, Churchgate, Mumbai Maharashtra to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Balance Sheet as at 31 st March 2014 and the statement of Profit and Loss Account for the period ended as on that date, together with the Reports of the Board of Directors and Auditors thereon. 2. To appoint director in place of Ms. Usha Jain (DIN ), who retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment. 3. Appointment of Auditors and to fix their remuneration- To consider and if thought fit, to pass with or without modification(s) the following resolution as ordinary resolution: Resolved that pursuant to the provision of section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under, as amended from time to time, M/s Haribhakti & Co. LLP (Firm Registration No W), be and is hereby appointed as the Auditors of the Company to hold office from the conclusion of 28 th Annual General Meeting (AGM) till the conclusion of the 29 th AGM of the Company, at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors. SPECIAL BUSINESS: Item No. 4 Retirement of Director To consider and if thought fit, to pass with or without modification(s) the following resolution as Ordinary Resolution: Resolved not to fill for the time being the vacancy caused by the retirement of Mr. Pawan Malhotra, Director, who retired by rotation at the AGM held on 14 th August 2013 and does not seek re-appointment.

2 Item No. 5 Retirement of Director To consider and if thought fit, to pass with or without modification(s) the following resolution as Ordinary Resolution: Resolved not to fill for the time being the vacancy caused by the retirement of Mr. Umesh Kumar Khaitan, Independent Director, who retires by rotation at the AGM held on 18 th December 2014 and does not seek re-appointment. Item No. 06 Appointment of Mr. Shyam Sunder Madan (DIN: ) as an Independent Director of the Company 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 Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ( Act ) and the Rules framed thereunder read with Schedule IV to the Act, as amended from time to time, Mr. Shyam Sunder Madan (holding DIN ), who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company with effect from 18 th December, 2014 up to 17 th December, Registered Office: Level 3, Neo Vikram, By Order of the Board of Directors New Link Road, For Runeecha Textiles Limited Andheri West, Mumbai Maharashtra Sd/- Date: Preeti Choudhary Noida Company Secretary CIN: L99999MH1986PLC Notes: 1. A Statement pursuant to Section 102 (1) of the Companies Act, 2013 with respect to the special business set out in the Notice is annexed. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE IN THE MEETING INSTEAD OF HIMSELF/ HERSELF. A PROXY SO APPOINTED, NEED NOT BE A MEMBER OF THE

3 COMPANY. 3. Proxies, in order to be effective, must be received at the corporate office of the company not less than forty-eight hours before meeting. A proxy form for the AGM is enclosed. 4. A brief resume of Directors retiring by rotation and eligible for reappointment is annexed hereto. 5. The Annual Report duly circulated to the members of the Company, is available on the Company s Website at 6. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting. 7. Members are requested to bring their attendance slip along with their copy of Annual Report to the Meeting. 8. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote. 9. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company / Link Intime. 10. The Register of Directors and Key Managerial Personnel and their shareholding maintained under section 170 of the Companies Act, 2013 will be available for inspection by the members at the AGM. 11. The Register of Members and Share Transfer Books will remain closed from Friday 12 th December, 2014 to Thursday, 18 th December, 2014 (both days inclusive). 12. Members whose shareholdings are in electronic mode are requested to direct changes of address notifications to their respective Depositary Participant(s). 13. Members holding shares in physical form are requested to consider converting their holding to dematerialized form to eliminate all risks associated with physical shares and for ease of portfolio management. Members can contact the Company or Link Intime India Pvt. Ltd. for assistance in this regard. 14. Members holding shares in the same name under different Ledger Folios are requested

4 to apply for consolidation of such Folios and send the relevant share certificates to Link Intime India (P) Limited for their doing the needful. 15. To support the Green Initiative, the Members who have not registered their addresses are requested to register the same with Link Intime India Pvt. Ltd./Depositories. 16. Members seeking any information with regard to accounts are requested to write to the company at least 10 days in advance so as to enable the company to keep information ready. 17. Pursuant to Section 101 and 136 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, Annual Report of the Company has been sent through to those members whose ID is registered with the Company/ Depository. In case any member wants a physical copy of the Annual Report, he may send a request to the Company Secretary at the Corporate office. Those members who have not registered their ID are requested to write to the RTA / their Depository Participant for registering the same. 18. Members are requested to:- Note that copies of Annual Report will not be distributed at the Annual General Meeting. Deliver duly completed and signed Attendance Slip at the entrance of the meeting venue as entry to the Hall will be strictly on the basis of the entry slip available at the counter at the venue to be exchanged with the attendance slip. Photocopies of Attendance Slip will not be entertained for issuing entry slip for attending Annual General Meeting. Quote their Folio/Client ID & DP ID Nos. in all correspondence. Note that no gifts/coupons will be distributed at the Annual General Meeting. 19. Equity Shares of the Company are listed on the following Stock Exchanges: BSE Limited CSE Limited Phiroze Jeejeebhoy Towers, 7 Lyons Range. Dalal Street, Fort, Kolkata Mumbai The Listing fees in all the above stated Exchanges have been paid up to 31 March In compliance with the provisions of Section 108 of the Act and the Rules framed hereunder, the Members are provided with the facility to cast their vote electronically through the e-voting services provided by Central Depository Services (India) Limited (CDSL), on all resolutions set forth in this Notice. Instructions for Members for voting electronically are as under:-

5 (i) Log on to the e-voting website (ii) Click on Shareholders tab. (iii) Now enter your User ID (For CDSL: 16 digits beneficiary ID, For NSDL: 8 Character DP ID followed by 8 Digits Client ID). Members holding shares in physical form should enter Folio Number registered with the Company and then enter the Captcha Code as displayed and Click on Login. (iv)if you are holding shares in electronic form and had logged on to and voted on an earlier e-voting of any company, then your existing password is to be used. (v) For Shareholders holding shares in physical form and first time users holding shares in electronic form, the steps given below are to be followed: PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department. Members who have not updated their PAN with the Company/DP are requested to use the first two letters of their name in CAPITAL followed by the last 8 digits of their sequence number in the PAN field. In case the sequence no. is less than 8 digits enter the applicable number of 0s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar and sequence no. is 1 then enter RA in the PAN field. Date of Birth or Date of Incorporation Enter the Date of Birth as recorded in your demat account or in the Company s records for the said demat account in dd/mm/yyyy format or enter Folio No. OR Bank Number Account OR Enter the Bank Account Number as recorded in your demat account or in the Company s records for the said demat account or Folio No. Please enter any one of the details in order to login. In case both the details are not recorded with the Depository or the Company, please enter the number of shares held in the Bank Account Number field. (vi) After entering these details appropriately, click on SUBMIT tab.

6 (vii) For Members holding shares in physical form, the login details can be used only for e- voting on the resolutions contained in this Notice. On logging in, Members holding shares in physical form will be directed to the Company selection screen. (viii) Members holding shares in demat form will now reach Password Creation menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the electronic holders for voting on resolutions of other companies, as well, on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. (ix) Click on the EVSN for Runeecha Textiles Limited. (x) On the voting page, you will see Resolution Description and against the same the option YES/NO for voting. Select the option YES or NO, as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution. (xi) Click on the Resolutions File Link if you wish to view the entire Notice. (xii) After selecting the Resolution you have decided to vote on, click on SUBMIT. A confirmation box will be displayed. If you wish to confirm your vote, click on OK, else to change your vote, click on CANCEL and accordingly modify your vote. (xiii) Once you CONFIRM your vote on the Resolution, you will not be allowed to modify your vote. (xiv) You can also take a print of the voting done by you. (xv) Note for Institutional Shareholders: Institutional shareholders (i.e. other than Individuals, HUFs, NRIs etc.) are required to log on to and register themselves as Corporate. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be ed to helpdesk.evoting@cdslindia.com. After receiving the login details, they have to create a compliance user using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on. The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the Scrutinizer to verify the same.

7 (xvii) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ( FAQs ) and e-voting manual available at under help section or write an to helpdesk.evoting@cdslindia.com. Other Instructions: (i) The e-voting period commences on Thursday, 11 th December 2014 (9.00 a.m. IST) and ends on Saturday, 13 th December 2014 (6.00 p.m. IST). During this period, Members of the Company, holding shares either in physical form or in electronic form, as on 05 th December 2014, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast and confirmed by the Member, he shall not be allowed to change it subsequently. (ii) The voting rights of Members shall be in proportion to the shares held by them in the paid up equity share capital of the Company as on 05 th December (iii) Mr. Pramod S Shah, M/s Pramod S. Shah & Associates, Practicing Company Secretary has been appointed as the Scrutinizer to conduct the e-voting process in a fair and transparent manner. (iv) The Scrutinizer shall, within a period not exceeding three working days from the conclusion of the e-voting period, unblock the votes in the presence of atleast two witnesses not in the employment of the Company and submit a Scrutinizer s Report of the votes cast in favour of or against, if any, forthwith to the Chairman of the Company. (vi) The results declared alongwith the Scrutinizer s Report shall be placed on the Company s website and on the website of CDSL within two days of the passing of the resolutions at the 28 th AGM of the Company on 18 th December 2014 and communicated to BSE Limited and Calcutta Stock Exchange of India Limited, where the shares of the Company are listed. Registered Office: Level 3, Neo Vikram, New Link Road, Andheri West, Mumbai Maharashtra Date: Noida CIN: L99999MH1986PLC By Order of the Board of Directors For Runeecha Textiles Limited Sd/- Preeti Choudhary Company Secretary

8 Explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 Item No.4 Mr. Pawan Malhotra, was a Non- Executive (Independent) Director of the company. He joined the Board of Directors of the company in September 06, Mr. Pawan Malhotra was retired in the last AGM held on 14 th August 2013 and does not seek re- appointment owing to his busy schedules and other commitment. Accordingly the board has decided not to fill the casual vacancy so created due to his retirement No Director, Key Managerial Personnel or their relatives is concerned or interested in the resolution. The Board recommends the resolution set out in Item 4 for approval of the members. Item No. 5 Mr. Umesh Kumar Khaitan is a Non- Executive (Independent) Director of the company. He joined the Board of Directors of the company on September 30, Mr. Umesh Kumar Khaitan retires by rotation at the ensuing AGM under the erstwhile applicable provision of the Companies Act, 1956 and does not seek re- appointment owing to his busy schedules and other commitments. Accordingly, Mr. Umesh Kumar Khaitan retires at this AGM and the board has decided not to fill, for the time being, the vacancy so created due to his retirement. No Director, Key Managerial Personnel or their relatives is concerned or interested in the resolution. The Board recommends the resolution set out in Item 5 for the approval of the members. Item No. 6 The Company had received a notice in writing under the provision of section 161 of the Companies Act, 2013 along with a deposit of Rs /- proposing the candidature of Mr. Shyam Sunder Madan for the office of Independent Director under clause 49 of the Listing Agreement. The company has received from Mr. Shyam Sunder Madan, a consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors) Rule 2014, intimation in Form DIR-8 in terms of the Companies (Appointment and Qualification of Directors) Rule 2014 to the effect that he is not disqualified under Section 164(2) of the Companies Act, 2013 and a declaration to the effect that he meet the criteria of independence as provided under Section 149(6) of the Act.

9 In the opinion of the Board, Mr. Shyam Sunder Madan fulfills the conditions specified in the Act and the Rules made thereunder for his appointment as Independent Director and they are independent of the management. In compliance with the provisions of Section 149 read with Schedule IV to the Act, the appointment of Mr. Shyam Sunder Madan, as Independent Directors is now being placed before the Members in General Meeting for their approval. The terms and conditions of appointment of Independent Directors shall be open for inspection by the Members at the Registered Office of the Company on all working days, during business hours upto the date of the Meeting. No Director, Key Managerial Personnel or their relatives except Mr. Shyam Sunder Madan to whom the resolution relates, is in any way, concerned or interested in the Resolution. The Board recommends the resolution set out in Item 6 for approval of the members. Registered Office: Level 3, Neo Vikram, New Link Road, Andheri West, Mumbai Maharashtra Date: Noida CIN: L99999MH1986PLC By Order of the Board of Directors For Runeecha Textiles Limited Sd/- Preeti Choudhary Company Secretary

10 Additional Information on directors recommended for re-appointment as required under Clause 49 of the Listing Agreement Ms. Usha Jain (DIN ), Ms. Usha Jain, along with Mr. Pradeep Jain serves as a promoter director of the company. She is been associated with the company since March 30, 1995 and made a remarkable contribution in uplifting and overcoming various issues pertaining to the management. She provides an objective, independent and constructive view of the plans and decisions of the executive board. She provided fresh and more objective view point to the board and upholds high standard of integrity and probity. Companies (Other than Runeecha Textiles Limited) in which Ms. Usha Jain holds directorship Directorship Runeecha Fabrics Private Limited Runeecha Polymers Private Limited Chairperson of Board Committee None Member of Board Committee None Mr. Shyam Sunder Madan (DIN: ) Mr. Shyam Sunder Madan is a retired Genaral Manager from Indian Overseas Bank. He had worked in various capacities and having a rich experience in the field of Banking sector. He was also responsible for taking care of overseas operations, Hongkong. He is B.A. CAIIB and currently working as an Independent Financial Consultant. Companies (Other than Runeecha Textiles Limited) in which Mr. Shyam Sunder Madan holds directorship Directorship Swadeshi Polytex Limited Chairperson of Board Committee None Member of Board Committee None Shareholding in the Company NIL. Shareholding in the Company Ms. Usha Jain holds equity shares of the company.