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Restile Ceramics Ltd.

BSE: 515085 Sector: Consumer
NSE: N.A. ISIN Code: INE298E01022
BSE 00:00 | 24 May 3.28 -0.16
(-4.65%)
OPEN

3.40

HIGH

3.40

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3.27

NSE 05:30 | 01 Jan Restile Ceramics Ltd
OPEN 3.40
PREVIOUS CLOSE 3.44
VOLUME 1295
52-Week high 5.87
52-Week low 2.94
P/E
Mkt Cap.(Rs cr) 32
Buy Price 3.28
Buy Qty 10000.00
Sell Price 3.49
Sell Qty 50.00
OPEN 3.40
CLOSE 3.44
VOLUME 1295
52-Week high 5.87
52-Week low 2.94
P/E
Mkt Cap.(Rs cr) 32
Buy Price 3.28
Buy Qty 10000.00
Sell Price 3.49
Sell Qty 50.00

Restile Ceramics Ltd. (RESTILECERAMICS) - Director Report

Company director report

To the Members

The Directors are pleased to present the 31st Annual Report of the Company togetherwith its Audited Financial Statements for the year ended March 312017.

Financial Results

Particulars

Lakhs

2016-17 2015-16
Gross Sales 25.95 319.28
Other Income 123.32 20.76
EBITDA (55.39) (191.38)
Interest and Financial charges 3.04 26.14
Depreciation 690.44 785.35
Profit/(Loss) before taxes (748.87) (1003.60)
Provision for taxes 0 3.12
Profit/(Loss) carried to Balance Sheet (748.87) (1006.72)

Company Performance

The Company achieved a turnover of Rs. 25.95 Lakhs for the period ended March 312017;decreased by RS.293.33 Lakhs (91.88%) as compared to previous year.

The total expenditure for the period ended March 312017 stood at RS.895.95Lakhs decreased by RS.447.99 Lakhs (33.33%) as compared to previous year.

The Loss (EBITDA) before Depreciation Finance Cost and Ta Rs.for the year ended March312017 amounted to RS.55.93 Lakhs decreased by ?135.45 Lakhs (70.78%) as comparedto previous year.

The Loss before ta Rs.and Exceptional item(s) for the year ended March 31 2017amounted to ?748.87 Lakhs decreased by ?254.73 Lakhs (25.38%) as compared to previousyear.

The provision for ta Rs.for the year ended March 312017 was NIL. The Loss after taxfor the year ended March 31 2017 stood at RS.748.87 Lakhs as against a loss of RS.1006.72Lakhs of the previous year. No transfer was made to General reserve during the year endedMarch 312017.

Dividends

Your directors regret to state that in view of the continuous losses suffered by thecompany no dividend has been recommended for the year ended March 312017.

Share Capital

The Authorised Share Capital of the Company as on date of Balance Sheet is RS.1000000000/-divided into 100000000 equity shares of RS.10/- each.

The paid up share capital of the company as on date of balance sheet isRs.982792390/- divided into 98279239 equity shares of Rs.10/- each.

During the year under review the company has neither increased the Authorised sharecapital nor allotted any equity shares

Borrowings

The Company's borrowings as at March 31 2017 stood at Rs.4146.48 lakhs as againstRs.3365.40 lakhs as at March 31 2016.

Fixed Deposits

The Company has not accepted any fixed deposits within the meaning of section 73 ofthe companies Act 2013 Read with the Companies (Acceptance of Deposits) Rules 2014during the period under review.

Information about Subsidiary/Joint Ventures

Your Company does not have any subsidiary or Joint Ventures nor is a subsidiary orJoint Venture to any other Company.

Particulars of related party contracts and other arrangements under section 188 of thecompany

All Related Party Transactions that were entered into during the financial year were onan arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. There were no materially significant Related PartyTransactions made by the Company during the year that would have required Shareholderapproval under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

All Related Party Transactions are placed before the Audit Committee for approval. Astatement containing the details of all Related Party Transactions has been placed beforethe Audit Committee for its review on a quarterly basis.

The Policy on materiality of related party transactions and on dealing with relatedparty transactions as approved by the Board may be accessed on Company's website. Therewere no transactions during the year which would require disclosure in Form AOC 2.

Implementation of Risk Policy

The Company has constituted a Risk Management Committee voluntarily as a measure ofgood governance and management practice. The policy framework enables the Company toidentify and evaluate risks and opportunities. This framework seeks to createtransparency minimize adverse impact on business objective and enhance the Company'scompetitive advantage. The risk framework defines the risk management approach across theCompany at various levels including documentation and reporting.

The Policy framework enables the Company to evaluate risks appropriately rate theserisks and grade the same in accordance with their potential impact and likelihood. The twokey components of risks are the probability (likelihood) of occurrence and the impact(consequence) of occurrence if the risk occurs. Risk is analyzed by combining estimatesof probability and impact in the context of existing control measures.

The Company has laid down procedures to inform Audit Committee as well as the Board ofDirectors about the risk assessment and management procedures and status. These proceduresare periodically reviewed to ensure that the executive management monitors and controlsrisks.

Directors and Key Managerial Personnel (KMP)

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of Independence as prescribed both under the Act and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Mr. Tribhuvan Simh Rathod Managing Director Mr. M. Subba Rao Chief Financial Officerand Ms. Rekha Singh Company Secretary are designated as Key Managerial Personnel of theCompany pursuant to Section 203 of the Companies Act 2013.

Board and Committee Meetings

The Board of directors has met four (4) times during the year on a quarterly basis toreview and consider the quarterly financials of the Company. Details of the composition ofthe Board and its Committees and of the meetings held and attendance of the Directors atsuch Meetings are provided in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors including audit of internal financial controls over financialreporting by the statutory auditors and the reviews performed by Management and therelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Company's internal financial controls were adequate and effective during the financialyear 2016-17.

Accordingly pursuant to Section 134(3)(C) and 134(5) of the Act the Board ofDirectors to the best of their knowledge and ability confirm that:—

i. in the preparation of the annual accounts the applicable accounting standardshave been followed and that there are no material departures;

ii. they have selected such accounting policies and applied them consistently madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year March 312017and of the profit or loss of the Company for that period;

iii. they have taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv. they had prepared the annual accounts on a going concern basis;

v. they have laid down the internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;

vi. they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Internal Controls and Systems

The company has an internal control system commensurate with size and scale andcomplexity of its operations.

Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Whistle Blower Policy to provide a mechanism for theDirectors and employees to report genuine concerns about any unethical behaviour actualor suspected fraud or violation of the Company's Code of Conduct. The provisions of thispolicy are in line with the provisions of Section 177 (9) of the Act and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015/Listing Agreement.

Significant and Material Orders passed by the Regulators

During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and future operationof the Company.

Corporate Social Responsibility

The company has incurred loss in the current year and past 3 years also. Even thoughCorporate Social Responsibility is not mandatory your Company is intrinsically associatedwith the society and environment by upholding its businesses with transparency andcommitment.

Remuneration Policy

The Company had adopted a Remuneration Policy for the Directors Key Managerial Personsand other employees pursuant to the provisions of the Act.

The key principles governing the Company's Remuneration Policy are as follows:

Remuneration for Independent Directors and Non-Independent Non-Executive Directors

• Independent Directors (ID) and Non-Independent Non-Executive Directors (NINED)may be paid sitting fees for attending the meetings of the Board and of Committees ofwhich they may be members as recommended by the NRC and approved by the Board.

• Overall remuneration should be reasonable and sufficient to attract retain andmotivate Directors aligned to the requirements of the company; taking into considerationthe challenges faced by the Company and its future growth imperatives.

• Remuneration paid should be reflective of the size of the Company complexity ofthe sector/ industry/Com- pany's operations and the Company's capacity to pay theremuneration and be consistent with recognized best practices.

• The aggregate commission if any payable to all the NEDs and IDs will berecommended by the NRC to the Board based on Company performance profits return toinvestors shareholder value creation and any other significant qualitative parameters asmay be decided by the Board. The NRC will recommend to the Board the quantum of commissionfor each Director based upon the outcome of the evaluation process which is driven byvarious factors including attendance and time spent in the Board and Committee Meetingsindividual contributions at the meetings and contributions made by Directors other than inmeetings.

• The remuneration payable to Directors shall be inclusive of any remunerationpayable for services rendered in any other capacity unless the services rendered are of aprofessional nature and the NRC is of the opinion that the Director possesses requisitequalification for the practice of the profession.

Remuneration for Managing Director (MD)/Key Managerial Personnel (KMP)/ rest of theEmployees

• The extent of overall remuneration should be sufficient to attract and retaintalented and qualified individuals suitable for every role. Hence remuneration should bemarket competitive driven by the role played by the individual reflective of the size ofthe Company complexity of the sector/ industry/ Company's operations and the Company'scapacity to pay consistent with recognized best practices and aligned to any regulatoryrequirements.

• Basic/ fixed salary is provided to all employees to ensure that there is asteady income in line with their skills and experience. In addition the Company providesemployees with certain perquisites allowances and benefits to enable a certain level oflifestyle and to offer scope for savings. The Company provides retirement benefits asapplicable.

It is affirmed that the remuneration paid to Directors KMP and all other employees isas per the Remuneration Policy of the Company.

Evaluation of Board of Directors

The Board of Directors of the Company presently comprises (8) Non-Executive Directorsand one Executive Director viz. the Managing Director. The Directors appointed on theBoard are from diverse fields relevant to the Company's business having long-standingexperience and expertise in their respective fields. They have considerable experience inmanaging large corporate and have been in public life for decades.

Non-Executive Directors add substantial value through the deliberations at the meetingsof the Board and Committees thereof. To safeguard the interests of the investors theyalso play a control role. In important Committees of the Board such as Audit CommitteeNomination & Remuneration Committee Stakeholders Relationship Committee etc. theDirectors play an important role by contributing to the deliberations of the CommitteeMeetings. Besides contributing at the meetings of the Board and Committees theNon-Executive Directors also have offline deliberations with the Management of the Companyand add value through such deliberations.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive and non-executive directors.

Listing

The Equity Shares of your Company are listed at BSE Limited Mumbai.

The Listing fees to these Stock Exchanges and custodian fees to NSDL and CDSL have beenpaid by the Company for the financial year 2016-17.

Auditors

i. Statutory Auditors:

M/s M.S Krishnaswami & Rajan Chartered Accountants (Firm Reg No.01554S) Who arestatutory auditors of the company to hold office up to the forth coming Annual GeneralMeeting and are eligible for re-appointment is recommended by the Board for re-appointmentas statutory auditors to hold office till conclusion of 32nd Annual General Meeting.

Pursuant to the provisions of Sec.139 of the Companies Act 2013 and the rules framedthere-under the company has obtained written confirmation from M.S Krishnaswami &Rajan Chartered Accountants (Firm Reg No.01554S) that their re-appointment if madewould be in conformity with limits specified in the said section.

Regarding the Qualifications/Comments of auditors in their report the directors wishto state:

In order to make companies business viable the company has drawn plans to merge Twoassociate companies (Atreya Finance Private Ltd and Bell Granito Ceramica Ltd) with thecompany. For this purpose a modified draft merger scheme was submitted to BIFR and waspending before BIFR. However as the BIFR stands dissolved the Company plans to restart theMerger Process afresh before the NCLT.

Further in respect of qualifications/Comments of the auditor company had sought relieffrom BIFR in the modified draft rehabilitation scheme submitted which shall be resubmittedto NCLT (with necessary modifications). Once the approval of said Scheme is received allthe qualifications/comments of auditors in their report will get cleared.

ii. Cost Audit

As per the provisions of Section 148(1) of the Companies Act 2013 Read with Companies(Cost Records and Audit) Rules 2014 as amended from time to time the maintenance of costrecords and the requirement of audit of cost records accordance with the applicable rulesare not applicable to the company.

iii. Secretarial Audit

Pursuant to the provisions of section 204 of the companies act 2013 and rules madethere under the company has appointed M/s M.K. Surana & Co Practicing CompanySecretary (C.P No. 5269) to undertake the Secretarial Audit of the company. Thesecretarial audit report is included as Annexure - B and forms an integral part of thisreport.

Corporate Governance Report Management Discussion & Analysis Report

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the report on Management Discussion & Analysis Corporate Governance as well asthe Auditor's certificate on the compliance of Corporate Governance thereon are attachedand form part of the Annual Report.

Conservation of Energy Technology Transfer and Foreign Exchange Earnings and Outgo

Particulars pursuant to the provisions of section 134(3)(m) of the Act read with theCompanies (Accounts) Rules 2014 is furnished in the Annexure to this report.

Particulars of Employees & Remuneration

The information required under section 197(12) of the Act read with rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is furnishedin the Annexure 3 to this report.

The information required under Rule 5 (2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in the Annexure forming part of theReport. In terms of the first proviso to section 136 of the Act the Report and accountsare being sent to the shareholders excluding the aforesaid Annexure. Any shareholderinterested in obtaining the same may write to the Company Secretary at the RegisteredOffice of the Company.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has zero tolerance for sexual harassment at its workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at the workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder for prevention and redressalof complaints of sexual harassment at workplace.

During the Year under review the company has not received any complaints on sexualharassment.

Extract of Annual return

The details forming part of the extract of the annual return in form MGT-9 as requiredunder section 92 of the companies Act 2013 is included in this Report as Annexure -A andforms as integral part of this Report.

Appreciation

Your director's wish to place on record their appreciation for the contribution made bythe employees at all levels but of whose hard work and support your company's achievementswould not have been possible. Your directors also wish to thank its customers dealersagents suppliers investors and bankers and various State and Central GovernmentAgencies. The Directors also take this opportunity to thank the shareholders for theircontinued confidence reposed in the Management of the company.

By Order of the Board of Directors

Sd/- Sd/-
Place : Chennai Nalinkant Amratlal Rathod T R Seetharaman
Date : 24th August 2017 (DIN 00272129) (DIN 02385221)
Chairman Director

Conservation of Energy Technology Transfer and Foreign Exchange Earnings and outgo

The Information under Section 134(3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 for the year ended March 31 2016 is givenhere below and forms part of the Directors Report.

Conservation of Energy

In line with the Company's Commitment towards conservation of energy the company isputting efforts to conserve energy by means of minimal consumption of power. Total Unitsof power consumed during the year was 78363 units amounting to Rs.9.28 Lacs (2015:16128991 units amounting to Rs.12.12 Lacs). During the year there was no production andhence the Gas consumption is Nil (2015:16 Nil)

Technology Absorption

As there are no productions/operations during the year 2016-17 nothing much happenedin the areas of Technology absorption new product development cost reduction and qualityimprovement.

2016-17 2015-16
Foreign Exchange Earnings and Outgo (Rs. in Lakhs) (Rs. in Lakhs)
Foreign Exchange Earnings Nil Nil
Foreign Exchange outgo Nil Nil