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Regency Ceramics Ltd.

BSE: 515018 Sector: Consumer
NSE: REGENCERAM ISIN Code: INE277C01012
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OPEN 34.55
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VOLUME 1699
52-Week high 46.75
52-Week low 2.41
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Mkt Cap.(Rs cr) 91
Buy Price 0.00
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OPEN 34.55
CLOSE 36.35
VOLUME 1699
52-Week high 46.75
52-Week low 2.41
P/E
Mkt Cap.(Rs cr) 91
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Regency Ceramics Ltd. (REGENCERAM) - Director Report

Company director report

To

The Members

Regency Ceramics Limited

Hyderabad

Your Directors have pleasure in presenting the 37th AnnualReport on the business and operations of the Company together with the Audited FinancialStatement for the Financial Year ended March 31 2021.

FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company for the Financial Year ended March 312021 is as under:

 

(Rupees in lakhs)

Particulars Current Year 31-03-2020 Previous Year 31-03-2019
Revenue from Operations 0.00 0.00
Other Income 3.59 3.84
Total Income 3.59 3.84
Total Expenditure 511.98 514.90
Prior Period Adjustment 0.00 0.00
Profit / (Loss) Before exceptional and extraordinary items and Tax (508.39) (511.06)
Less: Exceptional and Extraordinary Items 0.00 371.49
Profit/ (Loss) Before Taxation (508.39) (139.57)
Less: - Current Tax
- Tax adjustment relating to prior years 0.00 0.00
- Deferred Tax
Profit / (Loss) After Tax (508.39) (139.57)

REVIEW OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS:

During the year under review your Company could not make any sales andas such the Turnover was Nil (Previous Year: Nil) and incurred a Net loss of Rs. 508.39Lakhs (Previous Year Net Loss of Rs. 139.57 Lakhs).

STATE OF THE COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

Due to the adverse business scenario created by the COVID-19 pandemicthe status quo of the Company continued since past few years and no business took placeduring the year under review. However the Board is making efforts to revive operations ofthe Company.

CHANGE IN THE NATURE OF BUSINESS IF ANY:

There is no change in the nature of business of the Company during theyear.

PERFORMANCE & FINANCE:

Your company declared lock-out of its plant at Yanam with effect from31.01.2012 after the devastating incident occurred on 27.01.2012. Since then there hasbeen no production in the plant.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY:

There are no material changes and commitments affecting the financialposition of the Company which occurred between the end of the Financial Year to which theFinancial Statements relate and the date of the report.

IMPACT OF COVID-19 ON BUSINESS:

COVID-19 pandemic which started about 15 (Fifteen) months back impactedalmost everyone and your Company was no exception. There were challenges around movementof people and all the business operations were also impacted due to lockdown and variousrestrictions issued by Central and State Government. Our team accepted the situation as achallenge and solved the issues one by one to ensure that your Company is able to reviveits business operations at the earliest.

DEPOSITS:

Your Company has not accepted any deposits falling within the meaningof section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014 during the Financial Year under review and as such no amount of principal orinterest on public deposits was outstanding as on the date of balance sheet.

APPROPRIATIONS:

TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves during theFinancial Year ended March 31 2021.

DIVIDEND:

As there were no operations in the Company from the last 8 (eight)years due to a devastating incident occurred on 27.01.2012. The Company is not in aposition to recommend any dividend for the year under review.

INSURANCE SETTLEMENTS:

Your company made a claim on reinstatement value basis in accordancewith the policy taken and submitted its claim for loss/damage to the properties of theCompany. However as per the policy terms the Repairs/ Replacement of Plant &Machinery should have been completed within 12 (twelve) months from the date of incident.The policy condition has not been complied with due to the precarious situation of labourunrest and as such the repairs/replacement has not been carried out till date. Theinsurance company therefore denied the claim made by the Company on the basis ofReinstatement Value finalized the claim under depreciation method and sent the dischargevouchers for acceptance. Your Company returned the discharge vouchers under protest andinvoked arbitration clause as per the policy terms. The matter is in progress and theBoard is confident of resolving the same in year future.

LABOUR SETTLEMENTS:

After series of negotiations with the workers union Memorandum ofsettlement was arrived on 24.10.2019 at Puducherry under Section 12 (3) of the IndustrialDisputes Act 1947 before the Commissioner of Labour-cum-Chief Conciliation Officer UnionTerritory of Puducherry between the Company and its Staff and Workers Union. As per theMOU the management has agreed to provide house sites at Yanam to all the displacedworkers of the Company in three categories as proposed by the Union. In this connectiontwo stretches of land owned by ancillary units to the extent of about 25.35 Acres wasregistered on 18.10.2019 in favour of the Union through Settlement Deeds. The conversionof agricultural land in to residential plots development of land laying of roadsallotment of plots etc is in progress and after the actual allotment of plots to eachindividual necessary entries will be made in the books of accounts.

LENDERS' DUES SETTLEMENTS:

The lenders of the Company earlier initiated action under section 13(4)of the Securitisation and Reconstruction of Financial Assets and Enforcement of SecurityInterest Act 2002 and also filed an application under section 19 of the Recovery of Debtsdue to Banks and Financial Institutions Act 1993 in the Debts Recovery TribunalHyderabad for recovery of their dues. Subsequently all the five banks sanctioned revisedOne Time Settlement (OTS) package for settlement of their dues and the company paid entireOTS amount. Thereafter three banks filed satisfaction of Memo in the DRT and one bankfiled Satisfaction of Charges with ROC. One bank filed the petition before the Hon'bleNCLT Hyderabad bench under section 7 of the Insolvency and Bankruptcy Code 2016 andlater on withdrawn the same. The formalities in respect of other banks for completeclosure of the account balances are in progress.

FUTURE OUTLOOK:

The future prospects of the Company and industry outlook are given inthe Management Discussion and analysis report.

SHARE CAPITAL:

During the year under review the Authorized Share Capital of theCompany is Rs.300000000/- (Rupees Thirty Crore) divided into 30000000 (Three Crore)Equity Shares of Rs.10/- (Rupees Ten) each.

The Issued Subscribed and Paid up Capital of the Company as on March31 2020 is Rs. 264415860 /- (Rupees Twenty Six Crore Forty Four Lakhs Fifteen ThousandEight Hundred Sixty) divided into 26441586 (Two Crore Sixty Four Lakhs Forty OneThousand Five Hundred Eighty Six) Equity shares of Rs.10/- (Rupees Ten) each.

The Company has not issued any shares with differential rights andhence no information as per provisions of Section 43(a) (ii) of the Act read with Rule4(4) of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

DIRECTORS AND KMP:

Appropriate resolutions for the appointment/re-appointment of Directorsare being placed before you for your approval at the ensuing Annual General Meeting. Thebrief resume of the aforesaid Directors and other information have been detailed in theNotice. Your Directors recommend their appointment/re-appointment as Directors of yourCompany.

Mr. Shalem Raju Vempati (ACS: 63512) was appointed as the CompanySecretary and Compliance Officer of the Company w.e.f 30th November 2020.

BOARD MEETINGS:

The Board of Directors duly met four (4) times during the FinancialYear from 1st April 2020 to 31st March 2021. The dates on which themeetings were held are 27.07.2020 14.09.2020 13.11.2020 and 13.02.2021.

The intervening gap between the Meetings was within the period of 120(One Hundred and Twenty) days as prescribed under the Companies Act 2013 except in thefirst quarter of 2020-21 in compliance of the relaxation given by the General Circular No.11/2020 dated 24th March 2020 by the Ministry of Corporate Affairs.

The number of meetings attended by the Directors during the FinancialYear 2020-21 is as follows:

Date of Board Meeting No. of Directors entitled to attend No. of Directors who attended % of their Attendance
27.07.2020 6 6 100
14.09.2020 6 6 100
13.11.2020 6 6 100
13.02.2021 6 6 100

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Mr. Kunda Chinna ChowdappaMr. Gopala Krishna Yalamanchili and Mrs. Vijaya Lakshmi Yalamanchili IndependentDirectors of the Company to the effect that they are meeting the criteria of independenceas provided in Sub- Section (6) of Section 149 of the Companies Act 2013 and Regulation16(1)(b) and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Company'soperations and businesses. Interaction with the Business heads and key executives of theCompany is also facilitated. Detailed presentations on important policies of the Companyis also made to the directors. Direct meetings with the Chairman is further facilitated tofamiliarize the incumbent Director about the Company/its businesses and the grouppractices.

The details of familiarization programme held in Financial Year 2020-21are also disclosed on the Company's website at https://www.regencytiles.com.

BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its ownperformance Board Committees the Individual Directors the Chairman of the Company etc.pursuant to the provisions of the Companies Act 2013 read with the Rules framedthereunder and SEBI (LODR) Regulations.

The performance of the Board was evaluated by the Board after seekinginputs from all the Directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.

The performance of the Committees was evaluated by the Board afterseeking inputs from the Committee Members on the basis of criteria such as the compositionof committees effectiveness of committee meetings etc.

In a separate meeting of Independent Directors performance of theDirectors the Board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed theperformance of individual directors on the basis of criteria such as the contribution ofthe individual director to the Board and Committee meetings like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsetc.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHERDETAILS:

The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration pursuant to Section 178(3) of the Companies Act 2013.

NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniaryrelationship or transactions with the Company which in the judgment of the Board mayaffect the independence of the Directors.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3) and 134(5) of theCompanies Act 2013 with respect to Directors' Responsibility Statement your boardof Directors to the best of their knowledge and ability confirm that:

a) In the preparation of the annual accounts for the Financial Yearended March 31 2021 the applicable accounting standards had been followed along withproper explanation relating to material departures;

b) That the Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 31 2021and of the loss of the Company for the Financial Year under review;

c) That the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d) That the Directors have prepared the annual accounts on a‘going concern' basis;

e) That the Directors laid down internal financial controls for theCompany and such internal financial controls are adequate and operating effectively; and

f) That the Directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and such systems are adequate and operatingeffectively.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

As no dividend was declared from the Financial Year 2004-05 and henceno amount has been transferred to IEPF.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

During the year under review the Company does not have anysubsidiaries joint ventures or associate companies.

EXTRACT OF ANNUAL RETURN:

Annual Return as at March 31 2021 is placed on the Company'swebsite at - www.regencytiles.com. By virtue of amendment to Section 92(3) of theCompanies Act 2013 the Company is not required to provide extract of Annual Return (FormMGT-9) as part of the Board's Report.

AUDITORS':

A. STATUTORY AUDITOR:

M/s. K S Rao & Co. Chartered Accountant Hyderabad (FirmRegistration No. 003109S ) were appointed as Statutory Auditor of the Company for a termof 5 (five) consecutive years at the 33rd Annual General Meeting held on 27thSeptember 2017 to hold the office till the conclusion of 38th Annual GeneralMeeting of the Company. The Independent Auditors' Report(s) to the Members of theCompany for the Financial Year ended March 31 2021 form part of this Annual Report.

B. SECRETARIAL AUDITOR:

According to the provision of section 204 of the Companies Act 2013read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 there was a change in the Secretarial Auditor of the Company from Mr. K.VChalama Reddy to M/s. M&K Associates Company Secretaries. The Secretarial AuditReport submitted by M/s M&K Associates Company Secretaries is enclosed as Annexure tothis report.

DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITOR

There have been no instances of fraud reported by the Auditors of theCompany under Section 143(12) of the Companies Act 2013 and the Rules framed there undereither to the Company or to the Central Government

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSEREMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIRREPORTS

Explanations or comments by the Board on every qualificationreservation or adverse remark or disclaimer made:

a. STATUTORY AUDITOR'S REPORT:

The Board has duly reviewed the Statutory Auditor's Report on theAccounts for the year ended March 31 2021 and has noted the reservation qualification oradverse remarks made by them. The Explanations or comments by the Board on qualificationsmade by the Statutory Auditor are as under:

S.No Audit Qualifications Board's Reply to the qualifications made by Statutory Auditor
1. Reply to Audit Qualification The company suffered extensive damage to the
1 Buildings Plant & Machinery and other assets situated at Factory Yanam due to unprecedented violence occurred on 27th January 2012. Stocks of Finished goods Raw materials stores and spares stocks-in process and other inventories were damaged / looted to a large extent. The Company declared lock-out of the Plant from 31st January 2012.
The extent of loss/damage to Plant & Machinery Buildings and other assets of the company were not considered in the books pending assessment and disclosed at book value after providing depreciation without considering 5% residual value on account of efflux of time.
Similarly the condition of the raw materials stores & spares and its realizable value could not be estimated by the Company not insured and disclosed at book value.
2. Reply to Audit Qualification 2 After series of negotiations with the workers union Memorandum of settlement was arrived on 24.10.2019 at Puducherry under Section 12 (3) of the Industrial Disputes Act 1947 before the Commissioner of Labour -cum- Chief Conciliation Officer U T of Puducherry between the company and the Regency Ceramics Staff and Workers Union. As per the MOU the management has agreed to provide house sites at Yanam to all the displaced workers of the Company in three categories as proposed by the union.
In this connection two stretches of land owned by ancillary units to the extent of about 25.35 Acres was registered on 18.10.2019 in favour of the union through settlement deeds. The conversion of agricultural land in to residential plots development of land laying of roads allotment of plots etc is in progress and after the actual allotment of plots to each individual necessary entries will be made in the books of accounts.
3. Reply to Audit Qualification 3 The management cannot estimate the impact as the exact quantification of these will be known only when the operations start and these debtors and creditors are approached for commencement of business
4. Reply to Audit Qualification 4 The Company could not obtain confirmation of balances in respect of Sundry Debtors & Sundry Creditors loans and advances other current assets and other liabilities.
5. Reply to Audit Qualification 5 The management has agreed with Directors and Bodies Corporate that the interest will not be provided on the Unsecured loans. Interest to MSME suppliers will be negotiated and finalized after operations commence.
6. Reply to Audit Qualification 6 The Company is of opinion that the statutory authorities shall waive the same in view of the unprecedented incident.

b. SECRETARIAL AUDIT REPORT:

The Board has duly reviewed the Secretarial Auditor's Report forthe year ended March 31 2021 and has noted the reservation qualification or adverseremarks made by them. The Explanations or comments by the Board on qualifications made bythe Secretarial Auditor are as under:

S.No. Audit Qualifications Board's Reply to the qualifications made by Secretarial Auditor
1. Reply to Audit Qualification 1 The Promoters are in the process of dematerializing their shareholding.
2. Reply to Audit Qualification 2 The Company did not have a Compliance officer during the period of signing the Certificate.
3. Reply to Audit Qualification 3 It was an inadvertent clerical mistake on the part of the Company.
4. Reply to Audit Qualification 4 It was an inadvertent clerical mistake on the part of the Company.
5. Reply to Audit Qualification 5 It was an inadvertent clerical mistake on the part of the Company.
6. Reply to Audit Qualification 6 It was an inadvertent clerical mistake on the part of the Company.
7. Reply to Audit Qualification 7 It was an inadvertent clerical mistake on the part of the Company.
8. Reply to Audit Qualification 8 It was an inadvertent clerical mistake on the part of the Company.
9. Reply to Audit Qualification 9 It was an inadvertent clerical mistake on the part of the Company.
10. Reply to Audit Qualification 10 The website of the Company is being redesigned
11. Reply to Audit Qualification 11 Company Secretary and Compliance Officer was appointed by the Company on November 30 2020.
12 Reply to Audit Qualification 12 It was an inadvertent clerical mistake on the part of the Company.
13. Reply to Audit Qualification 13 It was an inadvertent clerical mistake on the part of the Company.
14. Reply to Audit Qualification 14 It was an inadvertent clerical mistake on the part of the Company.
15. Reply to Audit Qualification 15 Company Secretary and Compliance Officer was appointed by the Company on November 30 2020.
16. Reply to Audit Qualification 16 It was an inadvertent clerical mistake on the part of the Company.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies read withrules made there under the Board has appointed M/s. Brahmayya & Co CharteredAccountants as Internal Auditor of the Company for the Financial Year 2020-2021.

MAINTENANCE OF COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribedunder sub-section (1) of Section 148 of the Companies Act 2013 are not applicable forthe business activities carried out by the Company.

BUSINESS RESPONSIBILITY REPORT (BRR):

Securities Exchange Board of India (SEBI) vide circularCIR/CFD/DIL/8/2012 dated August 13 2012 has mandated the inclusion of BRR as part of theAnnual Report for the top 100 listed entities based on their market capitalization on BSELimited and National Stock Exchange of India Limited as at March 31 2021. In view of therequirements specified the Company is not mandated for the providing the BRR and hence itdoes not form a part of this Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not given loans guarantees or made any investmentsthat are covered under Section 186 during the year under review.

RELATED PARTY TRANSACTIONS:

All the related party transactions that were entered during theFinancial Year are in the ordinary course of business of the Company and were on armlength basis. The Audit Committee has approved the related party transactions for the FY2020-21.

There were no materially significant related party transactions enteredby the Company during the year with the promoters Directors key managerial personnel orother persons which may have a potential conflict with the interest of the Company.

The policy on related party transactions as approved by the Board ofDirectors is hosted on the website of the Company.

Particulars of every contract or arrangements entered into by theCompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto shall be disclosed in Form No. AOC-2 as Annexure to this Report.

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information on conservation of Energy Technology absorption ForeignExchange earnings and outgo required to be disclosed under Section 134 of the CompaniesAct 2013 read with Companies (Accounts) Rules 2014 are as follows:

S.No. Conservation of Energy
(i) the steps taken or impact on conservation of energy The operations of your Company are not energy intensive; however adequate measures have been taken to reduce energy consumption.
(ii) the steps taken by the Company for utilising alternate sources of energy. All efforts are made to use more natural lights in office premises to optimise the consumption of energy
(iii) the capital investment on energy conservation equipment. NIL
R&D and Technology Absorption
(i) the efforts made towards technology absorption; Not Applicable
(ii) the benefits derived like product improvement cost reduction product development or import substitution; Not Applicable
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year); Not Applicable
a) the details of technology imported;
b) the year of import;
c) whether the technology been fully absorbed;
d) if not fully absorbed areas where absorption has not taken place and the reasons thereof;
(iv) the expenditure incurred on Research and Development Not Applicable
Foreign Exchange Earnings and Outgo (Rupees)
(C) Foreign Exchange Outflow Foreign Exchange Inflow Nil
Nil

CONSTITUTION OF COMMITTEES:

(I) . AUDIT COMMITTEE:

The Audit Committee of the Company is duly constituted as per Section177 of the Companies Act 2013 and is in accordance with SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015. Composition and scope of Audit Committee isprovided under the Corporate Governance report annexed herewith.

(II) . NOMINATION AND REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee cum Compensation Committeeis duly constituted as per Section 178 of the Companies Act 2013 and is in accordancewith SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. Compositionand scope of Nomination & Remuneration Committee cum Compensation Committee isprovided under the Corporate Governance report annexed herewith.

(III) . STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is duly constituted as per theprovisions of the Companies Act 2013 and is in accordance with SEBI (Listing Obligationsand Disclosure Requirements) Regulation 2015. Composition and scope of StakeholdersRelationship Committee is provided under the Corporate Governance report annexed herewith.

RISK MANAGEMENT POLICY:

The Company has formulated a Risk Management Policy under which variousrisks associated with the business operations is identified and risk mitigation plans havebeen put in place.

The Company's risk management policy ensures that all its materialrisk exposures are properly covered all compliance risks are covered and theCompany's business growth and financial stability are assured. Board of Directorsdecide the policies and ensure their implementation to ensure protection of Company fromany type of risks.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 of the Companies Act 2013and the rules framed there under and pursuant to the applicable provision of SEBI (ListingObligations and disclosure Requirements) Regulations 2015 the Company has established amechanism through which all stake holders can report the suspected frauds and genuinegrievances to the appropriate authority. The Whistle blower policy which has been approvedby the Board of Directors of the Company has been hosted on the website of the Company vizwww.regencytiles.com.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company has appointed an Internal Auditor to safeguard and protectthe Company from loss unauthorized use or disposition of its assets. All the transactionsare properly authorized recorded and reported to the Management. The Company is followingall the applicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the Company checks and verifiesthe internal financial control and monitors them in accordance with policy adopted by theCompany. Even through this non-production period the Company continues to ensure properand adequate systems and procedures commensurate with its size and nature of its business.

CORPORATE SOCIAL RESPONSIBILITY:

The provision w.r.t. Corporate Social Responsibility (CSR) is notapplicable to the Company. Therefore the Company has not constituted CSR committee duringthe year 2020-21.

SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS /TRIBUNALS:

There are no significant and material orders passed by the regulators/courts that would impact the going concern status of the Company and its futureoperations.

However the trading of the Company was suspended during the year dueto non-payment of Annual Listing Fees dues.

CORPORATE GOVERNANCE:

In pursuance of Regulation 17 to 27 read with Schedule V of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 a separate Reporton Corporate Governance together with a certificate from the Practicing Company Secretaryconfirming compliance forms an integral part of this Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report highlighting the industrystructure and developments opportunities and threats future outlook risks and concernsetc. is furnished separately and forms part of this report.

SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards as issued byICSI (Institute of Company Secretaries of India) have been duly complied by the Company.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for theFinancial Year 2020-21 to BSE Limited as well as National Stock Exchange of India Limitedwhere the Company's Shares are listed.

POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 mandated the formulation of certain policies for all listed companies. All thepolicies are available on our website (https://www.regencytiles.com). The policies arereviewed periodically by the Board and updated based on need and new compliancerequirement.

ENVIRONMENT AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution freeand is fully committed to its social responsibility. The Company has been taking upmostcare in complying with all pollution control measures from time to time strictly as perthe directions of the Government.

We would like to place on record our appreciation for the efforts madeby the management and the keen interest shown by the Employees of your Company in thisregard.

Your Company treats its "human resources" as one of its mostimportant assets.

Your Company continuously invests in attraction retention anddevelopment of talent on an ongoing basis. Your Company thrust is on the promotion oftalent internally through job rotation and job enlargement

INDUSTRIAL RELATIONS:

The Company enjoyed cordial relations with its employees during theyear under review and the Board appreciates the employees across the cadres for theirdedicated service to the Company and looks forward to their continued support and higherlevel of productivity for achieving the targets set for the future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of The Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013. All employees (permanent contractual temporarytrainees) are covered under this policy. The provision relating to constitution ofInternal Complaints Committee is not applicable to the Company

The following is a summary of sexual harassment complaints received anddisposed off during the year 2020-21:

• No. of complaints received: - NIL

• No. of complaints disposed off: - NIL

STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OFREMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THECOMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:

The Company is not carrying any operations and is making efforts torevive the Company.

During the year none of the employees is drawing a remuneration ofRs.10200000/- and above per annum or Rs.850000/- and above in aggregate per month asper the limits specified under the Section 197(12) of the Companies Act2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

RATIO OF REMUNERATION TO EACH DIRECTOR

The remuneration paid to all Key management Personnel was in accordancewith remuneration policy adopted by the Company.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy inaccordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation2015. The Insider Trading Policy of the Company lays down guidelines and procedures to befollowed and disclosures to be made while dealing with shares of the Company as well asthe consequences of violation. The policy has been formulated to regulate monitor andensure reporting of deals by employees and to maintain the highest ethical standards ofdealing in Company securities.

The Insider Trading Policy of the Company covering code of practicesand procedures for fair disclosure of unpublished price sensitive information and code ofconduct for the prevention of insider trading is available on our websitewww.regencytiles.com

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE 2016 (31 OF 2016)

There is no proceeding pending under the Insolvency and BankruptcyCode 2016

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIMEOF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the period under review there was no instance of onetimesettlement with any Bank or Financial Institution.

EVENT BASED DISCLOSURES

During the year under review the Company has not taken up any of thefollowing activities:

1. Issue of sweat equity share : NA

2. Issue of shares with differential rights : NA

3. Issue of shares under employee's stock option scheme : NA

4. Disclosure on purchase by Company or giving of loans by it forpurchase of its shares : NA

5. Buy back shares : NA

6. Disclosure about revision : NA

7. Preferential Allotment of Shares : NA

CEO/ CFO CERTIFICATION

The Managing Director cum CEO and CFO certification of the financialstatements for the year 2020-2021 is annexed to this Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of thecontribution made by the all concerns at all levels for the operations of the Company.Your Directors also wish to place on record their appreciation of business constituentsand shareholders of the Company for their continued support for the Company.

.