Directors Report of Regency Ceramics Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 40^th Annual Report on the business and
operations of the Company together with the Audited Financial Statement for the Financial
Year ended March 31, 2024.

FINANCIAL SUMMARY/HIGHLIGHTS

The performance of the Company for the Financial Year ended March 31, 2024 is as under:

(Rupees in lakhs)

Current Year Previous Year Particulars 31-03-2024 31-03-2023
Revenue from Operations	215.88	4.08
Other Income	139.71	336.39
Total Income	355.59	340.47
Total Expenditure	1293.26	641.41
Prior Period Adjustment	0.00	0.00
Profit / (Loss) Before exceptional and extraordinary items and Tax	(937.68)	(300.94)
Less: Exceptional and Extraordinary Items	(43.00)	(1263.34)
Profit/ (Loss) Before Taxation	(980.68)	(1564.28)
Less: - Current Tax - Tax adjustment relating to prior years - Deferred Tax	0.00	0.00
Profit / (Loss) After Tax	(980.68)	(1564.28)

REVIEW OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS

In the face of challenges and uncertainties, the past year has marked a remarkable journey of
resilience and strategic rejuvenation for your Company. Through diligent efforts and strategies,
we have successfully revitalized our operations, positioning ourselves for renewed growth and
sustainability. By leveraging our core strengths and embracing adaptability, we have not only
overcome the obstacles that came our way but also emerged stronger.

As we present this annual report, we take pride in showcasing our revitalized operations and
reinvigorated spirit, ready to seize new opportunities and create a brighter future for our
stakeholders and the Company alike.

We further report that the net revenue from operation earned by the Company for the Financial
Year ended March 31, 2024 was Rs. 215.88 Lakhs.

The Company has entered into an exclusive manufacturing arrangement that includes, but not
limited to, leasing of facilities of Segno Ceramics Private limited (“Segno™), which will enable
the Company to serve its customers more efficiently and effectively by providing innovative
products and better logistics in the hinterland. This agreement enhances the company’s
operational goals. We believe this arrangement will significantly benefit our customers.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the
Company between the end of the Financial Year of the Company to which the Financial
Statements relate and the date of this report.

INSURANCE SETTLEMENTS

Background:

Your company made a claim on reinstatement value basis in accordance with the policy taken
and submitted its claim for loss/damage to the properties of the Company. However, as per the
policy terms, the Insurance Company contended that the Repairs/ Replacement of Plant &
Machinery should have been completed within 12 (twelve) months from the date of incident.
The insurance company therefore, denied the claim made by the Company on the basis of
Reinstatement Value, finalized the claim under depreciation method / surveyors assessment
and sent the discharge vouchers for acceptance. Your Company returned the discharge
vouchers under protest and invoked arbitration clause as per the policy terms.

The Company is pleased to announce that the Hon’ble Arbitrator has pronounced an award in
favor of the Company of an aggregate amount of Rs. 157,01,69,000/- (Rupees One hundred
and fifty seven crores one lakh and sixty nine thousand only) plus applicable interest from the
date of award till the date of payment. The Insurance Company had the right to recourse against
this award as per the provisions of the Arbitration and Conciliation Act, 1996 and have filed an
appeal to set aside the award under Sec 34 of the Act.

CURRENT STATUS:

Pending final Judgement, the Principal District Judge ordered the Insurance Company to pay
the amount accepted by the Insurance Company along with interest to the company.
Accordingly, Rs. 15.14 crores including interest of Rs.24.89 Lakhs was received in January
2023. The said amount has been utilised for reinstatement/replacement of the assets destroyed.

LABOUR SETTLEMENTS

The company has signed a Memorandum of settlement on 24.10.2019 under Section 12 (3) of
the Industrial Disputes Act, 1947 with the Staff and Workers Union. The Company is ready to
allot the developed house site as per the Memorandum of settlement once the Yanam Master
Plan is approved and the layout approval is received.

NAMES OF COMPANIES, WHICH HAVE BECOME OR CEASED TO BE
COMPANY''S SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
DURING THE YEAR;

During the Financial Year, no Company has become or ceased to be Company''s Subsidiary,
Joint Venture or Associate Company

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS
UNDER SECTION 186

During the period under review, the company has not any loans, Guarantees, Securities and not
made any Investments which fall under Section 186 of the Companies Act, 2013.

DEPOSITS

Your Company has not accepted any deposits falling within the meaning of 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 or interest on public
deposits was outstanding as on the date of balance sheet.

Pursuant to Rule 2(c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014, the
Company has outstanding unsecured loans from Directors amounting to Rs. 67,09,56,863/- as
on March 31, 2024.

TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves during the Financial Year ended
March 31, 2024.

DIVIDEND

The Company is not in a position to declare dividend. This decision, however difficult, is a
deliberate step towards the prudent management of our Company''s financial health and long¬
term viability. We acknowledge the importance of dividends to our shareholders but believe
that prioritizing the stabilization of our operations and the reduction of losses is pivotal at this
juncture. As we navigate these circumstances, we remain resolute in our efforts to restore
profitability and ensure the sustained growth of our business.

FUTURE OUTLOOK

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

SHARE CAPITAL

During the year under review, the Authorized Share Capital of the Company is
Rs.30,00,00,000/- (Rupees Thirty Crore) divided into 3,00,00,000 (Three Crore) Equity
Shares of Rs.10/- (Rupees Ten) each.

The Issued Capital of the Company is Rs. 26,50,85,860/- (Rupees Twenty Six Crore Fifty
Lakhs Eighty Five Thousand Eight Hundred and Sixty only) divided into 2,65,08,586 (Two
Crore Sixty Five Lakhs Eight Thousand Five Hundred and Eighty Six) Equity Shares of Rs.10/-
(Rupees Ten) each.

The Subscribed and Paid-up Capital of the Company as on March 31, 2024 is Rs. 26,44,15,860
/- (Rupees Twenty-Six Crore Forty Four Lakhs Fifteen Thousand Eight Hundred Sixty only)
divided into 2,64,41,586 (Two Crore Sixty Four Lakhs Forty One Thousand Five Hundred
Eighty Six) Equity shares of Rs.10/- (Rupees Ten) each.

The Company has not issued any shares with differential rights and hence no information as
per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished. Further the Company has not issued employee
stock options and sweat equity shares.

DIRECTORS AND KMP

The following changes took place in the Board of Directors and key managerial personal of the

Company during the year under review:

a. Mr. Vasantha Rayudu Garapati (DIN: 10286287) was appointed as an Additional
Independent Director of the Company by the Board of Directors on August 22, 2023 and
his appointment was regularized by the members at Annual General Meeting held on
September 30, 2023.

b. Mrs. Radhika Prasad Narala (DIN: 00105837) was appointed as an Additional Non¬
Executive Director of the Company by the Board of Directors on October 11, 2023 and her
appointment was regularized by the members at Extraordinary General Meeting held on
January 10, 2024.

c. Mr. Srinivasulu Naidu, Non-executive Director of the Company tendered his resignation
w.e.f., May 26, 2023

d. Mr. Gopal Krishna Yalamanchili, Non-executive Independent Director of the Company
tendered his resignation w.e.f., May 26, 2023

e. Mr. Narasimham Mangavally, Company Secretary and Compliance Officer of the
Company tendered his resignation w.e.f., May 01, 2023

f. Ms. Neha Bung was appointed as the Company Secretary and Compliance Officer of the
Company w.e.f., May 01, 2023.

g. Ms. Neha Bung, Company Secretary and Compliance Officer of the Company tendered her
resignation w.e.f., October 11, 2023

h. Mr. Anji Reddy Devarapalli was appointed as the Company Secretary and Compliance
Officer of the Company w.e.f., October 11, 2023.

The Directors and Key Managerial Personnel of the Company as on March 31, 2024 were as

follows:

S. Name of the Director/ KMP Designation No.
i.	Dr. Naraiah Naidu Gudaru	Executive Chairman
ii.	Mr. Narala Satyendra Prasad	Managing Director and CFO
iii.	Mrs. Radhika Prasad Narala	Non-Executive Director
iv.	Mr. Ramkumar Srinivasan	Independent Director
v.	Mr. Gopala Krishna	Independent Director

	Yalamanchili
vi.	Mrs. Vijaya Lakshmi Yalamanchili	Independent Director
vii.	Mr. Anji Reddy Devaraplli	Company Secretary and Compliance Officer

In accordance with the provisions of the Act, Dr. Naraiah Naidu Gudaru, (DIN: 00105597)
Whole-time Director & chairman of the Company retires by rotation at the ensuing AGM and
being eligible offers himself for re-appointment.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the
Secretarial Standards on General Meeting (''SS-2'') are given in the Notice of this AGM, forming
part of the Annual Report.

The Directors and Key Managerial Personnel of the Company as on the date of this report are
as follows:

S. No.	Name of the Director/ KMP	Designation
i.	Dr. Naraiah Naidu Gudaru	Executive Chairman
ii.	Mr. Narala Satyendra Prasad	Managing Director and CFO
iii.	Mr. Ramkumar Srinivasan	Independent Director
iv.	Mrs. Vijaya Lakshmi Yalamanchili	Independent Director
v.	Mr. Vasantha Rayudu Garapati	Independent Director
vi.	Mrs. Radhika Prasad Narala	Non-Executive Director
vii.	Mr. Anji Reddy Devarapalli	Company Secretary and Compliance Officer

BOARD MEETINGS

The Board of Directors met Eleven (11) times during the Financial Year from 1^st April 2023 to
31^st March 2024. The dates on which the meetings were held are 01/05/2023, 26/05/2023,
04/08/2023, 22/08/2023, 02/09/2023, 21/09/2023, 11/10/2023, 09/11/2023,18/12/2023,
05/02/2024 and 20/03/2024.

The intervening gap between the Meetings was within the period of 120 (One Hundred and
Twenty) days as prescribed under the Companies Act, 2013.

The number of meetings attended by the Directors during the Financial Year 2023-24 is as
follows:

„ Date of Board No. of No. of Directors % of their S. No. Meeting Directors wh° Attendance entitled to attended attend
1.	01/05/2023	6	6	100
2.	26/05/2023	6	4	66.67
3.	04/08/2023	4	4	100
4.	22/08/2023	4	4	100
5.	02/09/2023	5	5	100
6.	21/09/2023	5	5	100
7.	11/10/2023	5	5	100
8.	09/11/2023	6	6	100
9	18/12/2023	6	4	66.67
10	05/02/2024	6	6	100
11	20/03/2024	6	6	100

A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY)
OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

During the period under review, 1 (one) Independent Director was appointed on the Board of
Directors of the Company. The Independent Director had registered himself with IICA, Data
Bank.

The Board of Directors have evaluated the Independent Director appointed during the year
2023-24 and opined that the integrity, expertise and experience (including proficiency) of the
Independent Director is satisfactory.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received declarations from Mr. Vasantha Rayudu Garapati, Mrs. Vijaya
Lakshmi Yalamanchili and Mr. Ramkumar Srinivasan, Independent Directors of the Company
to the effect that they are meeting the criteria of independence as provided in Sub- Section (6)

of Section 149 of the Companies Act, 2013 and Regulations 16(1)(b) and 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

In compliance with the requirement of Listing Regulations, the Company has put in place a
familiarization programme for the Independent Directors to familiarize them with their role,
rights and responsibility as Directors, the working of the Company, nature of the industry in
which the Company operates, business model etc. The same is available on the website of the
Company i.e., www.regencyceramics.in.

BOARD EVALUATION

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

The performance of the Board was evaluated by the Board after seeking inputs from all the
Directors. The parameters include attendance of Directors at Board and Committee meetings,
integrity, credibility, expertise and trustworthiness of Directors, Board’s monitoring of various
compliances, laying down and effective implementation of various policies, level of
engagement and contribution of the Directors, safeguarding the interest of all stakeholders etc.
The performance evaluation of each Independent Director was carried out by the Board.

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

In a separate meeting of Independent Directors, performance of the Directors, the Board as a
whole and the Chairman of the Company was evaluated, taking into account the views of
Executive Directors and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of
individual Directors on the basis of criteria such as the contribution of the Individual Director
to the Board and Committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings, etc.

As an outcome of the above exercise, it was noted that the Directors come from different
backgrounds, varied administrative, financial, legal and corporate experience. They bring
together a good blend of knowledge, relevant skills, experience and have provided sound

advice. The Board has functioned as a cohesive body and has ensured compliance with legal,
regulatory and good governance norms. It was also noted that the Committees of the Board are
functioning well and satisfaction was expressed on the performance of Independent Directors
and the Executive Directors of the Company.

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION AND OTHER
DETAILS

The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration pursuant to Section 178(3) of the Companies Act, 2013.The details of the same
forming part of the Company’s Nomination and Remuneration Policy is placed on the website
of the Company i.e. https://www.regencyceramics.in/policies/.

The requisite information pursuant to Section 178(4) of the Act is given in the Corporate
Governance Report which forms part of the Annual Report.

NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES

Your Company has laid down well-defined criteria for making payment to Non-Executive
Directors of the Company. The details of the same are available at the Company’s website i.e.,
https://www.regencyceramics.in/policies/.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013, with
respect to Directors’ Responsibility Statement, your board of Directors to the best of their
knowledge and ability confirm that:

a) in the preparation of the annual accounts for the Financial Year ended March 31, 2024, the
applicable accounting standards had been followed along with proper explanation relating
to material departures;

b) the Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2024 and of the loss of the
Company for the Financial Year under review;

c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

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

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

f) the Directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and such systems are adequate and operating effectively.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES AND
HIGHLIGHTS OF THEIR PERFORMANCE AND THEIR CONTRIBUTION TO THE
OVERALL PERFORMANCE OF THE COMPANY DURING THE PERIOD UNDER
REVIEW

During the year under review, the Company does not have any subsidiaries, joint ventures or
associate companies.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Companies Act, 2013 a copy of the Annual Return for the
Financial Year ended March 31, 2024 shall be placed on the website of the Company i.e.,
https://www.regencyceramics.in/annual-returns/. The same can be accessed post completion of
40^th Annual General Meeting scheduled to be held on September 30, 2024.

AUDITORS

A. STATUTORY AUDITOR

M/s. K S Rao & Co. Chartered Accountants, Hyderabad (Firm Registration No. 003109S ) were
appointed as Statutory Auditor of the Company, for a term of 5 (five) consecutive years, at the
38^th Annual General Meeting held on September 30, 2022, to hold the office till the
conclusion of 43^rd Annual General Meeting of the Company.

The Auditor’s Report for the Financial Year 2023-24 on the Financial Statements forms part of
this Annual Report.

B. SECRETARIAL AUDITOR

Pursuant to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Kasat
& Associates, Company Secretaries were appointed as Secretarial Auditor for the Financial
Year 2023-24. The Secretarial Audit Report submitted by M/s Kasat & Associates, Company
Secretaries is enclosed as Annexure to this report.

DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITOR

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

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE
PRACTICING COMPANY SECRETARY IN THEIR REPORTS

Explanations or comments by the Board on every qualification, reservation or adverse remark
or disclaimer made are us under:

A. STATUTORY AUDITOR’S REPORT

The Board has duly reviewed the Statutory Auditor’s Report on the Accounts for the year ended
March 31, 2024 and has noted the reservation, qualification or adverse remarks made by them.
The Explanations or comments by the Board on qualifications made by the Statutory Auditor
are as under:

S. Audit Qualifications Board’s Reply to the qualifications made by No. Statutory Auditor
1.	Reply to Audit Qualification 1	The Company suffered extensive damage to the Buildings, Plant & Machinery and other assets situated at its factory in Yanam due to unprecedented violence that occurred on January 27, 2012. Stocks of Finished Goods, Raw Materials, Stores and Spares, stocks-in-process and other inventories were largely damaged / looted. The Company declared lock-out of the Plant from January 31, 2012. The Company has refurbished one of its production

		lines and all associated miscellaneous fixed assets. Some of the production lines installed prior to year 2000 suffered extensive damage and the OEMs expressed their inability to provide spares or repair / refurbish those equipment’s. Hence, 6 production lines have been scrapped and the amount received on sale of scrap has been accounted in the books of accounts. The corresponding amounts in the book value and accumulated depreciation have been reduced to that extent.
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 into residential plots, development of land, lying 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 after commencement of business
4.	Reply to Audit Qualification 4	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

5.	Reply to Audit	The Management has agreed with Directors and Bodies
	Qualification 5	Corporate that the interest will not be provided on the
		Unsecured loans. Interest to MSME suppliers will be
		negotiated and finalized after operations commence

B. SECRETARIAL AUDIT REPORT

The Board has duly reviewed the Secretarial Auditor’s Report for the year ended March 31,
2024 and has noted the qualification made by them. The Explanations or comments by the
Board on qualifications made by the 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 of the Company are in the process of dematerializing their shareholding.
2.	Reply to Audit Qualification 2	There are no outstanding MSME dues pertaining to financial year 2023-24. Hence Filing of MSME half yearly returns with MCA will not be applicable.
3.	Reply to Audit Qualification 3	The Company is coordinating with Ms. P Narayanamma, for obtaining her correct PAN details.

INTERNAL AUDITOR

In compliance with the provisions of section 138(1) of the Companies Act, 2013 and Rule 13
of the Companies (Accounts) Rules, 2014, M/s. Brahmayya & Co, Chartered Accountants
were appointed as the Internal Auditor of the Company for the Financial Year 2023-2024.

MAINTENANCE OF COST RECORDS AND COST AUDIT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Business Responsibility and Sustainability Report as stipulated under Regulation 34 (2)(f)
of the SEBI (Listing Obligations and Disclosure Requirements is not applicable to your
Company and hence it does not form a part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

RELATED PARTY TRANSACTIONS

All related party transactions entered during the financial year were in the ordinary course of
the business of the Company and were on an arm’s length basis. There were no materially
significant related party transactions entered by the Company during the year with the
Promoters, Directors, Key Managerial Personnel or other persons which may have a potential
conflict with the interest of the Company. However, disclosure in Form AOC-2 is annexed
herewith as Annexure - E.

The policy on Related Party Transactions as approved by the Audit Committee and the Board
of Directors is hosted on the website of the Company and the link for the same is:
https://www.regencyceramics.in/policies/

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

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

S. No.	Conservation of Energy
(A)	(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
	Technology Absorption
	(i) the efforts made towards technology absorption;	Not Applicable

(B)	(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); a) the details of technology imported; b) the year of import; c) whether the technology been fully absorbed; if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;	Not Applicable
	(iv) the expenditure incurred on Research and Development	Not Applicable
(C)	Foreign Exchange Earnings and Outgo
	Particulars	(in Rupees)
		2023-24	2022-23
	Foreign Exchange Outflow	1,11,08,685	2,68,290
	Foreign Exchange Inflow	Nil	Nil

CONSTITUTION OF COMMITTEES
AUDIT COMMITTEE

The Audit Committee of the Company is duly constituted as per Section 177 of the Companies
Act, 2013 and is in accordance with SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015. Composition and scope of Audit Committee is provided in the Corporate
Governance report annexed herewith.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is duly constituted as per Section 178 of the
Companies Act, 2013 and is in accordance with SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015. Composition and scope of Nomination & Remuneration
Committee is provided in the Corporate Governance report annexed herewith.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is duly constituted as per Section 178 of the
Companies Act, 2013 and is in accordance with SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015. Composition and scope of Stakeholders Relationship
Committee is provided under the Corporate Governance report annexed herewith.

RISK MANAGEMENT POLICY

The Company has developed and implemented a risk management policy which identifies
major risks which may threaten the existence of the Company. The same has also been adopted
by your Board and is also subject to its review from time to time. Risk mitigation process and
measures have been also formulated and clearly spelled out in the said policy.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules framed
there under and pursuant to the applicable provision of SEBI (Listing Obligations and
disclosure Requirements) Regulations, 2015, the Company has established a mechanism
through which all stake holders can report the suspected frauds and genuine grievances to the
appropriate authority. The Whistle blower policy which has been approved by the Board of
Directors of the Company has been hosted on the website of the Company viz
https://www.regencyceramics.in/policies/. During the year under review the Company has not
received any complaint(s) under the said policy.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size,
scale and complexity of its operations. The Company has policies and procedures in place for
ensuring proper and efficient conduct of its business, the safeguarding of its assets, the
prevention and detection of frauds, the accuracy and completeness of the accounting records
and the timely preparation of reliable financial information.

CORPORATE SOCIAL RESPONSIBILITY

The provisions w.r.t., Corporate Social Responsibility (CSR) are not applicable to the
Company. Therefore, the Company has not constituted CSR committee during the Financial
Year 2023-24 nor has developed and implemented a CSR Policy.

SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS, REGULATORS
AND TRIBUNALS

There are no significant and material orders passed by the regulators, courts and tribunals
that would impact the going concern status of the Company and its future operations.

CORPORATE GOVERNANCE

Pursuant to the provisions of Chapter IV read with Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance
has been incorporated in the Annual Report for the information of the members of the Company.
A certificate from the Secretarial Auditors of the Company regarding compliance with the
conditions of Corporate Governance as stipulated under the said Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 also forms part of this Annual
Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management Discussion and Analysis Report highlighting the industry structure and
developments, opportunities and threats, future outlook, risks and concerns etc. is furnished
separately and forms part of this report.

SECRETARIAL STANDARDS

The Company has duly complied with the applicable Secretarial Standards, i.e., SS-1 and SS-
2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the Financial Year 2023¬
24 to B SE Limited as well as National Stock Exchange of India Limited where the Company’s
Shares are listed.

POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the
formulation of certain policies for all listed companies. All the policies are available on our
website (https://www.regencyceramics.in/policies/). The policies are reviewed periodically by
the Board and updated based on need and new compliance requirement.

ENVIRONMENT AND HUMAN RESOURCE DEVELOPMENT

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

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

Your Company treats its “human resources” as one of its most important assets.
INDUSTRIAL RELATIONS

Since the Company is in the process of reviving its operations, there are very few employees in
the Company and the Company maintains a cordial relationship with them.

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 with the requirements of
The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this
policy. The provision relating to constitution of Internal Complaints Committee is not
applicable to the Company

The following is a summary of sexual harassment complaints received and disposed off during
the year 2023-24:

• No. of complaints received: - NIL

• No. of complaints disposed off: - NIL

PARTICULARS OF EMPLOYEES

Details in respect of the remuneration paid to the employees as required under Section 197 (12)
of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time forms part
of this report. The Annual Report and accounts are being sent to the shareholders excluding the
aforesaid exhibits. Shareholders interested in obtaining this information may access the same
from the Company’s website.

The ratio of the remuneration of each Director to the median employee’s remuneration and
other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
given in Annexure-D and forms part of this Report.

During the year none of the employees is drawing a remuneration of Rs.1,02,00,000/- and
above per annum or Rs.8,50,000/- and above in aggregate per month as per the limits
specified underthe Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider
Trading Policy of the Company lays down guidelines and procedures to be followed, and
disclosures to be made while dealing with shares of the Company, as well as the consequences
of violation. The policy has been formulated to regulate, monitor and ensure reporting of
deals by employees and to maintain the highest ethical standards of dealing in Company
securities.

The Insider Trading Policy of the Company covering code of practices and procedures for
fair disclosure of unpublished price sensitive information and code of conduct for the
prevention of insider trading, is available on our website
https://www.regencyceramics.in/policies/.

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

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016

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

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

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE
END OF THE YEAR AND TILL THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of your
Company which have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of the Report.

SUSPENSION OF TRADING

The shares of the Company have been listed and traded on the BSE Limited and NSE. The
securities of Company have not been suspended from trading on BSE Limited and NSE as on
March 31, 2024

DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

During the period under review, there was no revision of financial statement or the Report

EVENT BASED DISCLOSURES

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

1. Disclosure on purchase by Company or giving of loans by it for purchase of
its shares : Not applicable

2. Buy back shares : Not applicable

3. Preferential Allotment of Shares : Not applicable

CEO/ CFO CERTIFICATION

The Managing Director cum CEO and CFO certification of the Financial Statements for the
year 2023-2024 is annexed to this Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the contribution 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 constituents and shareholders of the Company for their
continued support for the Company.

BY ORDER OF THE BOARD
for Regency Ceramics Limited

Place: Hyderabad Dr. Naraiah Naidu Gudaru Narala Satyendra Prasad

Date: September 05, 2024 Executive Chairman Managing Director & CFO

DIN: 00105597 DIN:01410333

---

Mar 31, 2023

Your Directors have pleasure in presenting the 39^th Annual Report on the business and operations of the Company together with the Audited Financial Statement for the Financial Year ended March 31, 2023.

FINANCIAL SUMMARY/HIGHLIGHTS

The performance of the Company for the Financial Year ended March 31, 2023 is as under:

Particulars	Current Year 31-03-2023	Previous Year 31-03-2022
Revenue from Operations	4.08	0.00
Other Income	336.39	22.99
Total Income	340.47	22.99
Total Expenditure	641.41	571.32
Prior Period Adjustment	0.00	0.00
Profit / (Loss) Before exceptional and extraordinary items and Tax	(300.94)	(548.33)
Less: Exceptional and Extraordinary Items	(1263.34)	3766.68
Profit/ (Loss) Before Taxation	(1564.28)	3218.35
Less: - Current Tax
- Tax adjustment relating to prior years - Deferred Tax	0.00	0.00
Profit / (Loss) After Tax	(1564.28)	3218.35

REVIEW OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS

In the face of challenges and uncertainties, the past year has marked a remarkable journey of resilience and strategic rejuvenation for your Company. Through diligent efforts and strategies, we have successfully revitalized our operations, positioning ourselves for renewed growth and

sustainability. By leveraging our core strengths and embracing adaptability, we have not only overcome the obstacles that came our way but also emerged stronger.

As we present this annual report, we take pride in showcasing our revitalized operations and reinvigorated spirit, ready to seize new opportunities and create a brighter future for our stakeholders and the Company alike.

We further report that the net revenue from operation earned by the Company for the Financial Year ended March 31, 2023 was Rs. 4.08 Lakhs.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this report.

INSURANCE SETTLEMENTS

Background:

Your company made a claim on reinstatement value basis in accordance with the policy taken and submitted its claim for loss/damage to the properties of the Company. However, as per the policy terms, the Insurance Company contended that the Repairs/ Replacement of Plant & Machinery should have been completed within 12 (twelve) months from the date of incident. The insurance company therefore, denied the claim made by the Company on the basis of Reinstatement Value, finalized the claim under depreciation method / surveyors assessment and sent the discharge vouchers for acceptance. Your Company returned the discharge vouchers under protest and invoked arbitration clause as per the policy terms.

The Company is pleased to announce that the Hon''ble Arbitrator has pronounced an award in favor of the Company of an aggregate amount of Rs. 157,01,69,000/- (Rupees One hundred and fifty seven crores one lakh and sixty nine thousand only) plus applicable interest from the date of award till the date of payment. The Insurance Company had the right to recourse against this award as per the provisions of the Arbitration and Conciliation Act, 1996 and have filed an appeal to set aside the award under Sec 34 of the Act.

Current Status:

Pending final Judgement, the Principal District Judge ordered the Insurance Company to pay the amount accepted by the Insurance Company along with interest to the company. Accordingly, Rs. 15.14 crores including interest of Rs.24.89 Lakhs was received in January 2023. The said amount shall be utilised for reinstatement/replacement of the Assets destroyed.

LENDERS’ DUES SETTLEMENTS

Subsequent to revised One Time Settlement (OTS) package sanctioned by the five banks for settlement of their dues and the payment of entire OTS amount by the Company, all the lenders have filed Satisfaction of Memo in Debt Recovery Tribunal and Satisfaction of Charge with Registrar of Companies.

LABOUR SETTLEMENTS

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, Union Territory of Puducherry between the C ompany and its 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.

DEPOSITS

Your Company has not accepted any deposits falling within the meaning of 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 or interest on public deposits was outstanding as on the date of balance sheet.

Pursuant to Rule 2(c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014, the Company has received unsecured loan from Directors amounting to Rs. 57,25,75,906/- (Rupees Fifty-Seven Crores Twenty-Five Lakhs Seventy-Five Thousand Nine Hundred and Six only) as on March 31,2023.

APPROPRIATIONS TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves during the Financial Year ended March 31, 2023.

DIVIDEND

Due to the financial losses sustained over the past fiscal period, the Company is not in a position to declare dividend. This decision, however difficult, is a deliberate step towards the prudent management of our Company''s financial health and long-term viability. We acknowledge the importance of dividends to our shareholders but believe that prioritizing the stabilization of our operations and the reduction of losses is pivotal at this juncture. As we navigate these circumstances, we remain resolute in our efforts to restore profitability and ensure the sustained growth of our business.

FUTURE OUTLOOK

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

SHARE CAPITAL

During the year under review, the Authorized Share Capital of the Company is Rs.30,00,00,000/- (Rupees Thirty Crore) divided into 3,00,00,000 (Three Crore) Equity Shares of Rs.10/- (Rupees Ten) each.

The Issued Capital of the Company is Rs. 26,50,85,860/- (Rupees Twenty Six Crore Fifty Lakhs Eighty Five Thousand Eight Flundred and Sixty only) divided into 2,65,08,586 (Two Crore Sixty Five Lakhs Eight Thousand Five Hundred and Eighty Six) Equity Shares of Rs.10/-(Rupees Ten) each.

The Subscribed and Paid-up Capital of the Company as on March 31, 2023 is Rs. 26,44,15,860 /- (Rupees Twenty-Six Crore Forty Four Lakhs Fifteen Thousand Eight Hundred Sixty only) divided into 2,64,41,586 (Two Crore Sixty Four Lakhs Forty One Thousand Five Hundred Eighty Six) Equity shares of Rs.10/- (Rupees Ten) each.

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share

Capital and Debenture) Rules, 2014 is furnished. Further the Company has not issued employee stock options and sweat equity shares.

DIRECTORS AND KMP

The following changes took place in the Board of Directors of the Company during the year under review:

a. Mr. Sreenivasulu Naidu, (DIN: 00106038) Non Executive (Non- Independent) Director of the Company, who was liable to retire by rotation in the Annual General Meeting held on September 30, 2022, was re-appointed as a Director of the Company.

b. Mr. Ramkumar Srinivasan (DIN: 02059639) was appointed as an Additional Independent Director of the Company by the Board of Directors on February 02,2022 and his appointment was regularized by the members at Extraordinary General Meeting held on May 05,2022.

The Directors and Key Managerial Personnel of the Company as on March 31, 2023 were as follows:

s. No.	Name of the Director/ KMP	Designation
i.	Dr. Naraiah Naidu Gudaru	Chairman and Managing Director
ii.	Mr. Narala Satyendra Prasad	Whole-time Director and CFO
iii.	Mr. Sreenivasulu Naidu	Non-Executive Non- Independent Director
iv.	Mr. Ramkumar Srinivasan	Independent Director
V.	Mr. Gopala Krishna Yalamanchili	Independent Director
vi.	Mrs. Vijaya Lakshmi Yalamanchili	Independent Director
vii.	Mr. Narasimham Mangavally	Company Secretary and Compliance Officer

In accordance with the provisions of the Act, Mr. Narala Satyendra Prasad, (DIN: 01410333) Whole-time Director of the Company retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meeting (''SS-2'') are given in the Notice of this AGM, forming part of the Annual Report.

The Directors and Key Managerial Personnel of the Company as on the date of this report are as follows:

S. No.	Name of the Director/ KMP	Designation
i.	Dr. NaraiahNaidu Gudaru	Chairman and Managing Director
ii.	Mr. Narala Satyendra Prasad	Whole-time Director and CFO
iii.	Mr. Ramkumar Srinivasan	Independent Director
iv.	Mrs. Vijaya Lakshmi Yalamanchili	Independent Director
V.	Mr. Vasantha Rayudu Garapati	Additional Independent Director
vi.	Ms. Neha Bung	Company Secretary and Compliance Officer

BOARD MEETINGS

The Board of Directors met Eight (08) times during the Financial Year from 1^st April 2022 to 31^st March 2023. The dates on which the meetings were held are 11/04/2022, 04/05/2022, 30/05/2022, 12/08/2022, 05/09/2022, 14/11/2022, 12/12/2022 and 10/02/2023.

The intervening gap between the Meetings was within the period of 120 (One Hundred and Twenty) days as prescribed under the Companies Act, 2013.

The number of meetings attended by the Directors during the Financial Year 2022-23 is as follows:

S. No.	Date of Board Meeting	No. of Directors entitled to attend	No. of Directors who attended	% of their Attendance
1.	11/04/2022	6	6	100
2.	04/05/2022	6	6	100
3.	30/05/2022	6	6	100
4.	12/08/2022	6	5	83.33
5.	05/09/2022	6	6	100
6.	14/11/2022	6	5	83.33
7.	12/12/2022	6	4	66.67
8.	10/02/2023	6	4	66.67

A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

During the period under review, 1 (one) Independent Director was appointed on the Board of Directors of the Company. The Independent Director had registered himself with IICA, Data Bank.

The Board of Directors have evaluated the Independent Director appointed during the year 2022-23 and opined that the integrity, expertise and experience (including proficiency) of the Independent Director is satisfactory.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received declarations from Mr. Gopala Krishna Yalamanchili, Mrs. Vijaya Lakshmi Yalamanchili and Mr. Ramkumar Srinivasan, Independent Directors of the Company to the effect that they are meeting the criteria of independence as provided in Sub- Section (6) of Section 149 of the Companies Act, 2013 and Regulations 16(l)(b) and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

In compliance with the requirement of Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The same is available on the website of the Company i.e., www. regency ceramic s. in.

BOARD EVALUATION

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

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors. The parameters include attendance of Directors at Board and Committee meetings, integrity, credibility, expertise and trustworthiness of Directors, Board''s monitoring of various compliances, laying down and effective implementation of various policies, level of engagement and contribution of the Directors, safeguarding the interest of all stakeholders etc. The performance evaluation of each Independent Director was carried out by the Board.

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

In a separate meeting of Independent Directors, performance of the Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the Individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

As an outcome of the above exercise, it was noted that the Directors come from different backgrounds, varied administrative, financial, legal and corporate experience. They bring together a good blend of knowledge, relevant skills, experience and have provided sound advice. The Board has functioned as a cohesive body and has ensured compliance with legal, regulatory and good governance nonns. It was also noted that the Committees of the Board are functioning well and satisfaction was expressed on the performance of Independent Directors and the Executive Directors of the Company.

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Board has, on the recommendation of the Nomination & Remuneration Committee frameda policy for selection and appointment of Directors, Senior Management and their remuneration pursuant to Section 178(3) of the Companies Act, 2013.The details of the same forming part of the Company’s Nomination and Remuneration Policy is placed on the website of the Company i.e. https://www.regencyceramics.in/policies/.

The requisite information pursuant to Section 178(4) of the Act is given in the Corporate Governance Report which forms part of the Annual Report.

NON EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES

Your Company has laid down well-defined criteria for making payment to Non-Executive Directors of the Company. The details of the same are available at the Company’s website i.e., https://www.regencyceramics.in/policies/.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, your board of Directors to the best of their knowledge and ability confirm that:

a) in the preparation of the annual accounts for the Financial Year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 and of the loss of the Company for the Financial Year under review;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ’going concern’ basis;

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

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES AND HIGHLIGHTS OF THEIR PERFORMANCE AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY DURING THE PERIOD UNDER REVIEW

During the year under review, the Company does not have any subsidiaries, joint ventures or associate companies.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Companies Act, 2013 a copy of the Annual Return for the Financial Year ended March 31, 2023 is placed on the website of the Company i.e., https://www.regencvceramics.in/annual-retums/. The same can be accessed post completion of 24^th Annual General Meeting scheduled to be held on September 30, 2023.

AUDITORS’

A STATUTORY AUDITOR

M/s.KS Rao & Co. Chartered Accountants, Hyderabad (Finn Registration No. 003109S ) were appointed as Statutory Auditor of the Company, for a term of 5 (five) consecutive years, at the 38^th Annual General Meeting held on September 30, 2022, to hold the office till the conclusion of 43^rd Annual General Meeting of the Company.

The Auditor’s Report for the Financial Year 2022-23 on the Financial Statements forms part of this Annual Report.

B. SECRETARIAL AUDITOR

Pursuant to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. M&K Associates, Company Secretaries were appointed as Secretarial Auditor for the Financial Year 2022-23. The Secretarial Audit Report submitted by M/s M&K Associates, Company Secretaries is enclosed as Annexure to this report.

DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITOR

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

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made are us under:

The Board has duly reviewed the Statutory Auditor’s Report on the Accounts for the year ended March 31, 2023 and has noted the reservation, qualification or adverse remarks made by them. The Explanations or comments by the Board on qualifications made 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 1	The Company suffered extensive damage to the Buildings, Plant & Machinery and other assets situated at Factory, Yanam due to unprecedented violence, occurred on January 27, 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 January 31,2012.
		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. The Company has started the process of estimating the condition of the existing fixed assets & its realizable value. As such, the machinery & buildings have not been insured.
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 into residential plots, development of land, lying 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 after commencement of business
4.	Reply to Audit Qualification 4	The Management has agreed with Directors and Bodies Corporate that the interest will not be provided on the Unsecured loans. Interest to MS ME suppliers will be negotiated and finalized after operations commence
5.	Reply to Audit Qualification 5	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 for the year ended March 31, 2023 and has noted the qualification made by them. The Explanations or comments by the Board on qualifications made by the 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 of the Company are in the process of dematerializing their shareholding.
2.	Reply to Audit Qualification 2	The omission was purely unintentional and only due to an inadvertent clerical mistake.
3.	Reply to Audit Qualification 3	The Company is coordinating with Ms. P Narayanamma, for obtaining her correct PAN details.
4.	Reply to Audit Qualification 4	The Company has complied with said regulation during the quarter ended June 30, 2022, September 30, 2022 and December 31, 2022, however, due to the reasons beyond the control of the Company the company could not maintain the same during the Quarter ended March 31, 2023.

		We further state that the Company has duly re-installed the Structured Digital Database on August 7, 2023 in due compliance of the applicable laws.
5.	Reply to Audit Qualification 5	The delay was purely unintentional and only due to an inadvertent clerical mistake.

INTERNAL AUDITOR

In compliance with the provisions of section 138(1) of the Companies Act, 2013 and Rule 13 of the Companies (Accounts) Rules, 2014, M/s. Brahmayya & Co, Chartered Accountants were appointed as the Internal Auditor of the Company for the Financial Year 2022-2023.

MAINTENANCE OF COST RECORDS AND COST AUDIT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Business Responsibility and Sustainability Report as stipulated under Regulation 34 (2)(f) of the SEBI (Listing Obligations and Disclosure Requirements is not applicable to your Company and hence it does not form a part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

RELATED PARTY TRANSACTIONS

All related party transactions entered during the financial year were in the ordinary course of the business of the Company and were on an arm''s length basis. There were no materially significant related party transactions entered by the Company during the year with the Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. However, disclosure in Form AOC-2 is annexed herewith as Annexure - E.

The policy on Related Party Transactions as approved by the Audit Committee and the Board of Directors is hosted on the website of the Company and the link for the same is: https://www.regencyceramics.in/policies/

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

S. No.	Conservation of Energy
	(i) the steps taken or impact	The operations of your Company are not energy
	onconservation of energy	intensive; however adequate measures have been taken to reduce energy consumption.
(A)	(ii) the steps taken by the	All efforts are made to use more natural lights in
	Company for utilising	office premises to optimise the consumption of
	alternate sources of energy.	energy
	(iii) the capital investment on energy conservation	NIL
	equipment.
	Technology Absorption
	(i) the efforts made towards	Not
	technology absorption;	Applicable
	(ii) the benefits derived like product improvement, cost	Not Applicable
(B)	reduction, product development or import substitution;
	(iii) in case of imported technology (imported duringthe	Not
	last three years reckoned from the beginning of the Financial Year);	Applicable
	a) the details of technology imported;
	b) the year of import;

	c) whether the technology been fully absorbed; 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
(C)	Foreign Exchange Earnings and Outgo
	Particulars	(in Rupees)
		2022-23	2021-22
	Foreign Exchange Outflow	2,68,290	Nil
	Foreign Exchange Inflow	Nil	Nil

CONSTITUTION OF COMMITTEES AUDIT COMMITTEE

The Audit Committee of the Company is duly constituted as per Section 177 of the Companies Act, 2013 and is in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. Composition and scope of Audit Committee is provided in the Corporate Governance report annexed herewith.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is duly constituted as per Section 178 of the Companies Act, 2013 and is in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. Composition and scope of Nomination & Remuneration Committee is provided in the Corporate Governance report annexed herewith.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is duly constituted as per Section 178 of the Companies Act, 2013 and is in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. Composition and scope of Stakeholders Relationship Committee is provided under the Corporate Governance report annexed herewith.

RISK MANAGEMENT POLICY

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules framed there under and pursuant to the applicable provision of SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015, the Company has established a mechanism through which all stake holders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle blower policy which has been approved by the Board of Directors of the Company has been hosted on the website of the Company viz https://www.regencvceramics.in/policies/. During the year under review the Company has not received any complaint(s) under the said policy.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

CORPORATE SOCIAL RESPONSIBILITY

The provisions w.r.t., Corporate Social Responsibility (CSR) are not applicable to the Company. Therefore, the Company has not constituted CSR committee during the Financial Year 2022-23 nor has developed and implemented a CSR Policy.

SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS, REGULATORS AND TRIBUNALS

There are no significant and material orders passed by the regulators, courts and tribunals that would impact the going concern status of the Company and its future operations.

CORPORATE GOVERNANCE

Pursuant to the provisions of Chapter IV read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the members of the Company. A certificate from the Secretarial Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under the said Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also forms part of this Annual Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc. is furnished separately and forms part of this report.

SECRETARIAL STANDARDS

The Company has duly complied with the applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the Financial Year 202223 to BSE Limited as well as National Stock Exchange of India Limited where the Company’s Shares are listed.

POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the fonnulation of certain policies for all listed companies. All the policies are available on our website (https://www.regencyceramics.in/policies/). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

ENVIRONMENT AND HUMAN RESOURCE DEVELOPMENT

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

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

Your Company treats its “human resources” as one of its most important assets. INDUSTRIAL RELATIONS

Since the Company is in the process of reviving its operations, there are very few employees in the Company and the Company maintains a cordial relationship with them.

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 with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The provision relating to constitution of Internal Complaints Committee is not applicable to the Company

The following is a summary of sexual harassment complaints received and disposed off during the year 2022-23:

• No. of complaints received: - NIL

• No. of complaints disposed off: - NIL

PARTICULARS OF EMPLOYEES

Details in respect of the remuneration paid to the employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time forms part of this report. The Annual Report and accounts are being sent to the shareholders excluding the aforesaid exhibits. Shareholders interested in obtaining this information may access the same from the Company’s website.

The ratio of the remuneration of each Director to the median employee’s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure-D and forms part of this Report.

During the year none of the employees is drawing a remuneration of Rs. 1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month as per the limits specified underthe Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website https://www.regencvceramics.in/policies/.

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

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016

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

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

EVENT BASED DISCLOSURES

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

1. Disclosure on purchase by Company or giving of loans by it for purchase of its shares : NA

2. Buy back shares : NA

3. Disclosure about revision : NA

4. Preferential Allotment of Shares : NA

CEO/ CFO CERTIFICATION

The Managing Director cum CEO and CFO certification of the Financial Statements for the year 2022-2023 is annexed to this Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the contribution 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 constituents and shareholders of the Company for their continued support for the Company.

BY ORDER OF THE BOARD

for Regency Ceramics Limited

Sd/-

Place: Hyderabad Dr. Naraiah Naidu Gudaru

Date: September 02, 2023 Chairman and Managing

Director(DIN: 00105597)

---

Mar 31, 2015

Dear Members,

Your Directors hereby present their Thirty First Annual Report of the Company together with the Audited Accounts for the financial year ended 31st March, 2015.

FINANCIAL SUMMARY:

The performance of the Company for the Financial Year ended 31st March 2015 is as under:

Rs in Lakhs

Sl. Particulars 2014-15 2013-14 No.

1 Turnover - 3

2 Loss / Profit before Interest and Depreciation (105) 70

3 Finance charges 104 249

4 Loss before Depreciation and Tax (209) (179)

5 Less : Provision for Depreciation 1132 931

6 Loss before Tax (1341) (1110)

7 Less : Provision for Income Tax - -

8 Net Loss after Tax (1341) (1110)

9 Balance carried to Balance Sheet (9455) (8114)

REVIEW OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS:

During the year under review, your Company could not make any sales and as such the Turnover was Rs.NIL compared to previous year of Rs.3 Lakhs and incurred a Net Loss of Rs.1341.06 Lakhs compared to previous year Net loss of Rs.1110.49 Lakhs.

PERFORMANCE & FINANCE:

Your company declared lock-out of its plant at Yanam with effect from 31.01.2012 after the devastating incident occurred on 27.01.2012. Since then, there is no production in the plant.

DIVIDEND :

Your Directors express their inability to recommend any dividend for the year under review due to insufficient disposable income.

INSURANCE SETTLEMENTS:

Your company submitted its claim for loss/damage to the properties of the company and provided all the supporting information as called for by the surveyors. Your company is awaiting the decision of the insurance company.

LABOUR SETTLEMENTS:

Your company paid full and final settlement amounts to those who have resigned from the company and waiting for the balance workmen to come forward for final settlement. Action initiated by your company against the workers involved in the Violence is pending for disposal at the Labour Tribunal.

LENDERS' DUES SETTLEMENTS:

Your company paid part of One Time Settlement (OTS) amount to the lenders and requested for extension of time for balance payment. However, the lenders issued a Demand Notice under section 13(2) of SARFAeSi Act. State Bank of India on behalf of its bank, Corporation Bank and State Bank of Travancore issued a Possession Notice (Symbolic) under Rule 8(1) of Security Interest (Enforcement) Rules, 2002 and taken possession of the properties in exercise of powers conferred on them under section 13(4) of the SARFAeSi Act on 04.03.2015. State Bank of Bikaner & Jaipur assigned and transferred the facilities sanctioned by them together with all underlying securities interests thereto to Phoenix ARC Private Limited (Trustee of Phoenix Trust - FY15-5). The lenders filed an application under section 19 of the Recovery of Debts due to Banks and Financial Institutions Act, 1993 in the Debts Recovery Tribunal, Hyderabad for recovery of their dues.

REFERENCE TO BIFR:

A reference made by your company to Board for Industrial and Financial Reconstruction (BIFR) as per the provisions under section 15(1) of Sick Industrial Companies (Special Provisions) Act, 1985 has been registered as case no. 19/2014.

FUTURE OUTLOOK:

Consequent to the completion of the general elections and assumption of the new governments at the center and as well as in Andhra Pradesh and Telangana states, the economic activity which had slowed down during the past few years has started picking-up. The construction activity and infrastructure activities in the country are expected to push the demand for ceramic tiles and all tile producing Companies would be able to take full advantage of the economic momentum in the coming years.

Your company is in the process of resolving all pending issues including settlement of insurance claim, release of the claim amount, settlement with workmen, settlement with lenders, settlement with statutory authorities, suppliers and other creditors. Your company is also pursuing with Central and State government for extending support by way of reliefs, concessions, grants, etc. for recommencing plant operations.

INSURANCE

All properties and insurable interests of the Company including building, plant and machinery and inventory were being fully insured at the reinstatement values every year. However, after the incident of 27.01.2012, the Insurance companies denied insurance coverage for the good assets as the assessment could not be completed.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from Company's Auditors confirming compliance forms an integral part of this report.

EXTRACTS OF ANNUAL RETURN

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - 1 to this Report.

DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mr. N. Satyendra Prasad, Director retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re- appointment.

Further, the tenure of Mr. N. Satyendra Prasad as a Executive Director will expire on

31.07.2015 and the Board of Directors at its meeting held on 29.05.2015 re-appointed him as Executive Director of the Company for further period of 5 years with effect from 31.07.2015 on terms and conditions as mentioned in the notice of the meeting.

The Board of Directors at its meeting held on 14th November 2014 has appointed Smt G. Vijaya Vani as an Additional Director of the Company. As per Section 161(1) of the Companies Act, 2013, the above said Additional Director holds office only up to the date of this Annual General Meeting of the Company. A notice has been received from a member proposing her as a candidate for the office of Director of the Company with effect from 14th November, 2014 to hold office for five consective years for a term up to 14th November, 2019 as Independent Director as mention in the resolution.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the financial year 2014-15 forms part of the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The details of Loans, Guarantees, Investments given during the Financial Year ended on 31st March, 2015 in terms of the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014: NIL

REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in Corporate Governance Report.

STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

There are no employees in the Company withdrawing remuneration in excess of Rs. 5 lakhs and the median remuneration of managerial personnel has not been disclosed as no remuneration is being paid to the Key Managerial Personnel of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in sub- section (1) of Section 188 of the Act, are prepared in 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 : NIL

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to the Directors' Responsibility Statement, the Board of Directors of the Company hereby confirms:

1) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2) that the Directors had selected such accounting policies and applied them consistently and made judgments 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;

3) that 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;

4) That the Directors have prepared the accounts for the financial year ended 31st March, 2015 on a "Going Concern" basis.

5) 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.

STATUTORY AUDITORS

M/s Brahmayya & Co., Chartered Accountants, Hyderabad were appointed as Statutory Auditors of the Company to hold office until conclusion of Thirty First Annual General Meeting. The Board pursuant to the recommendation of Audit Committee of the company now recommends the re-appointment of M/s Brahmayya & Co., Chartered Accountants, Hyderabad as statutory auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of next Annual general Meeting and authorized the Board of Directors to fix their remuneration.

The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment.

AUDITORS REPORT

M/s.Brahmayya & Co., Chartered Accountants (ICAI Regn. No.000513S) have issued Auditors Report for the Financial Year ended 31st March, 2015 being annexed to this Annual Report.

The Auditors' comments in the Report are self-explanatory.

Auditor's Remarks:

i. Referring to Para on basis for qualified opinion of the Auditors' Report, the Directors would like to refer Notes forming part of Accounts which is self explanatory. The reference to note numbers are as under :

a. Para 1 of basis for qualified opinion - Note No.25.3

b. Para 2 of basis for qualified opinion - Note No.25.3

c. Para 3 of basis for qualified opinion - Note No.25.8

d. Para 4 of basis for qualified opinion - Note No.25.4

e. Para 5 of basis for qualified opinion - Note No.25.9

f. Para 6 of basis for qualified opinion - Note No.10

g. Para 7 of basis for qualified opinion - Note No.25.10

ii. Referring to Para 7 (a), 7(b) and 7(c) of the Annexure to the Auditors' report, your Directors are of the opinion that the Company is in the process of executing various alternative plans to control such delays in future.

COST AUDITORS:

The Board of Directors, on the recommendation of Audit committee has appointed M/s. Badri Prasad & Associates, Practicing Cost Accountants, Hyderabad as Cost Auditor to audit the cost accounts of the Company for the financial year 2015-16.

The Cost Audit Report for the financial year 2014-15 was not applicable to the company.

CUSTOMS, EXCISE, INCOME TAX & OTHER MATTERS:

1. Your Company preferred appeals before the Hon'ble CESTAT, Bangalore against the demand from Customs & Central Excise Department (Service Tax Cell) for service tax on installation, erection and commissioning of plant & machinery imported during the year 2005-06 and on GTA services during the year 2008-09, though paid by the service provider.

2. The income Tax Appellate Tribunal, Hyderabad disposed of the appeal preferred by the Company partly in its favour on the demand from Dy Commissioner of Income Tax, Hyderabad in respect of Assessment year 2004-05 for disallowance of additional depreciation, for which the company is eligible under the Act.

3. Yanam Muncipality has demanded Property Tax of Rs.32.35 lakhs for the years from 1998-99 to 2006-07 and your company disputed the same as the grounds are not just proper and reasonable.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and rules made thereunder, the Company has appointed Mr. K.V.Chalama Reddy, Practicing Company Secretary as Secretarial Auditor to undertake the Secretarial Audit of the company for the Financial year ended on 31st March, 2015.

Secretarial Audit Report issued by Practicing Company Secretary in Form MR-3 is enclosed as Annexure - 2 to this Annual Report and certificate is enclosed as Annexure - 3.

With respect to observations made in the report, the explanations are as follows:

Regarding the observation Nos, 01,03, 04 and 05 of the report, the Company could not comply with the same due to current financial position of the Company.

Regarding the Observation No.02, Non -compliance noticed was rectified later.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has appointed Internal Auditors to observe the Internal Controls, whether the work flows of organization is being done through the approved policies of the Company. Internal Auditors will present to the Audit Committee the Internal Audit Report and Management Comments on the Internal Audit observations.

VIGIL MECHANISM

The Board of Directors of the Company has adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism, and allows direct access to the Chairman of the audit committee in exceptional cases.

RISK MANAGEMENT POLICY

The Company has a Risk Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk. The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on a periodical basis at the time of review of Quarterly Financial Results of the Company.

OBLIGATION OF COMPANY 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 with the requirements of the Sexual Harassment of Woman at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment. All employees (permanent, contractual, temporary and trained) are covered under the policy.

The following is a summary of sexual harassment complaints received and disposed off during each calender year:

A) No. of Complaints received - NIL

B) No. of Complaints disposed off - NIL

DECLARATION BY INDEPENDENT DIRECTORS

The independent directors have submitted the declaration of independence, as required pursuant to section 149 (7) of the Companies Act ,2013 stating that they meet the criteria of independence as provided in sub-section 6 of Section 149 of the Companies Act 2013.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility is commitment of the Company to improve the quality of life of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of the stakeholders and society.

Pursuant to section 134 of the Companies Act, 2013 and the relevant rules, the Board has constituted the CSR Committee under the Chairmanship of Dr. G N Naidu with the other members as required.

The report on CSR activities as required under Companies(Corporate Social Responsibility) Rules, 2014 is set out as Annexure -4 forming part of this report.

MATERIAL CHANGES AND COMMITMENTS

There are no Material Changes and Commitments impacting the going concern status and Company's operations in future.

DEPOSITS

The Company has not invited/accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 during the Financial Year 2014-15.

INDUSTRIAL RELATIONS:

Your Company has always been known to maintain cordial industrial relations with its employees. Your Company believed in developing Human Resources at all levels by imparting continuous training, motivation to attain higher productivity, finer quality, cost control, safety and environment protection.

CONSERVATION OF ENERGY:

Your Company committed to energy conservation and had taken up the fuel saving technology for the manufacture of ceramic tiles and was constantly upgrading the same to reduce the consumption of gas and power. Regular maintenance and repairs of all the equipment and machinery were carried out to ensure optimum efficiency and to minimize wastage. Necessary steps were initiated for implementing the energy conservation across the plant.

TECHNOLOGY ABSORPTION:

Your Company was continuously endeavoring to upgrade its technology from time to time in all aspects through R&D primarily aiming at reduction of cost of production and improving the quality of the product. Your company developed several value added products and high definition designs with laser printing.

FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. In Lakhs)

Foreign Exchange: 2014-15 2013-14

Foreign Exchange Inflow - -

Foreign Exchange Outflow - -

ACKNOWLEDGEMENTS:

The company places on record continued support and cooperation extended by the Banks and other secured lenders, Central and state government departments, GAIL, Dealers, customers, suppliers and shareholders. The Company also places on record the deep sense of appreciation for the dedicated efforts and contribution being made by employees at all levels during the year.

For and on behalf of the Board

Place : Hyderabad Dr G N Naidu N Satyendra Prasad Date : 29.05.2015 Chairman and Managing Director Executive Director

---

Mar 31, 2014

THE SHAREHOLDERS

The Directors hereby present their 30th Annual Report along with the Audited Accounts of the company for the financial year ended 31st March 2014.

Financial Results:

Rs in lakhs Sl. Particulars 2013.14 2012-13 No. 1 Turnover 3 607

2 Gross profit before interest and Depreciation 70 (919)

3 Finance charges 249 187

4 Depreciation 931 942

5 Net loss before tax (1110) (2048)

6 Income tax - -

7 Net Loss after tax (1110) (2048)

8 Balance carried to balance sheet (8114) (7004)

Review of Operations:

Your company declared lock out of its plant at Yanam with effect from 31.01.2012 after the devastating incident occurred on 27.01.2012. Since then, there is no production in the plant.

During the year under review, your Company sold the left out stocks available in the depot. The sales in financial terms from own operations were Rs. 3 lakhs (previous year Rs. 607 lakhs).

Your Company could not continue trading activity as the marketing staff left the organisation and dealers shifted to other competitors.

Dividend :

Your Directors express their inability to recommend any dividend for the year under review due to insufficient disposable income.

Insurance settlements:

Your Company obtained estimates from refurbishing technical experts for carrying out repairs/replacement of the damaged equipments, put back the plant into operation and lodged the claim with the Insurance Company for settlement. Your company has also requested the insurance company for release of on-account payment to support the finances required for carrying out such repairs/replacement and is awaiting response from them.

Labour settlements:

Some of the employees decided to leave the company and submitted their resignations and your company paid full and final settlement amounts to these employees. Your company will, on the same lines, settle the accounts of remaining employees also upon receipt of resignation letters. Action initiated by your company against the workers involved in the violence is pending for disposal at the Labour Tribunal.

One Time Settlement of Bank Loans:

The lenders of the company offered One Time Settlement of the dues as a compromise. Your company paid part OTS amount and requested for extension of time for the balance payment. The promoters are in the process of arranging funds and in the meantime, the lenders served a Demand Notice under Sec.13 (2) of SARFAESI Act, 2002 calling for the entire loan amount along with interest(without considering the OTS package). Your company requested the banks not to precipitate any action and committing for the payments. However, SBI issued a possession notice under Sec.13 (4) of SARFAESI Act, 2002 and took symbolic possession of the immovable properties of the company and collateral security offered by M/s Regency Transport Carriers Ltd situated at Yanam and East Godavari & West Godavari Districts of Andhra Pradesh. Your company filed Securitization Application before the Debts Recovery Tribunal and is seeking reliefs including stay of all further proceedings pending settlement of insurance claim. In the meantime, State Bank of Bikaner & Jaipur, one of the lenders of your company signed an Assignment Agreement, assigned and transferred the credit facilities together with all underlying securities and interests to Ms Phoenix ARC Pvt. Ltd. (trustee of Phoenix Trust FY15-5).

Reference to BIFR:

Your Company made a reference to Board for Industrial and Financial Reconstruction (BIFR) as per the provisions under section 15(1) of Sick Industrial Companies (Special Provisions) Act,1985. The aforesaid reference made by the company has been registered as Case no. 19/2014.

Future Outlook:

The ceramic tile industry in India is growing with higher consumption levels seen from tier II and tier III towns and cities. It is expected to expand further in future especially in areas like residential housing, commercial space, retail and entertainment, among others. The ceramic tile industry is expected to witness double digit growth in the production capacity – both in the branded and unorganized sectors. The varied changes in the consumer''s preference for decorative use and application of ceramic tiles in indoor and outdoor areas have brought in new trends and developments in the market. With the increase in cost of production due to increase in input costs, increase in the prices of natural gas, etc the margins are under pressure. Currently, the thrust is to withstand market competition by producing value added products, offering competitive pricing and timely supplies.

Your company is putting its best efforts to come out of the challenges and present difficult circumstances in its front. The support from insurance company for early settlement of the claim, release of the claim amount, amicable settlement of labour related issues, the support from the State and Central Government by way of grants, concessions and reliefs will help your company resuming plant operations in a smooth and faster manner.

Customs, Excise, Income tax & other matters:

1. Your Company preferred appeals before the Hon''ble CESTAT, Bangalore against the demand from Customs & Central Excise Department (Service Tax Cell) for service tax on installation, erection and commissioning of plant & machinery imported during the year 2005-06 and on GTA services during the year 2008-09, though paid by the service provider.

2. The income Tax Appellate Tribunal, Hyderabad disposed of the appeal preferred by the Company partly in its favour on the demand from Dy Commissioner of Income Tax, Hyderabad in respect of Assessment year 2004-05 for disallowance of additional depreciation, for which the company is eligible under the Act.

3. Yanam Muncipality has demanded Property Tax of Rs.32.35 lakhs for the years from 1998-99 to 2006-07 and your company disputed the same as the grounds are not just proper and reasonable.

Environment and Social concerns:

Your company enjoyed the ISO 9001–2000 certification for quality, the ISO 14001 certification for its Environmental Management Systems and the OHSAS 18001 certification from ''Occupational Health Safety Managing System (OHSMS) for the Health and Safety measures observed in the company. The integrated QESH (Quality, Environment, Safety and Health) policy implemented in all areas of operations was in place.

Directors:

Sri. P J V Sarma, Sri T Ramesh Chandra Bose and Smt. Bindu G Naidu resigned as Directors from the Board with effect from February 12, 2014 due to their preoccupation. The Board recorded its deep sense of appreciation of the un-stinted support, professional guidance and valuable service rendered by Sri. P. J .V Sarma, Sri T Ramesh Chandra Bose and Smt Bindu G Naidu during their long association with the Company.

Dr G N Naidu retires by rotation and, being eligible, offers himself for reappointment.

Dr M V G Rao'' s period of office as a Director is liable to determination by retirement of directors by rotation under erstwhile applicable provisions of the Companies Act 1956. In terms of section 149 and other applicable provisions of the Companies Act 2013 and clause 49 (as amended) of the listing agreement, Dr M V G Rao being eligible and offer himself for re-appointment, is proposed to be appointed as an independent director for five consecutive years for a term up to 29th September 2019. A notice under Section 160 of the Companies Act 2013 has been received from a member proposing Dr M V G Rao as a candidate for the office of director of the Company.

Sri B.Surendra and Sri D.Chandra Sekhar Babu were appointed as Additional Directors on the Board of the company on 12th February, 2014 in the category of Independent Directors to fill up the vacancy caused by the resignations of Sri. P.J.V. Sarma and Sri T. Ramesh Chandra Bose. The Company has received notices from members of the Company under section 160 of the Companies Act 2013 in respect of their appointment as Directors at the ensuing Annual general meeting of the Company along with deposit as prescribed there under.

Their profile along with statement fulfills the conditions as required in the Act in the opinion of the Board. The terms and conditons of appointments are furnished in the statement pursuant to Section 102(1) of the Companies Act, 2013 annexed with the Notice for the forthcoming Annual General Meeting.

The Board of Directors accorded to the reappointment of Dr. G.N.Naidu, as Chairman and Managing Director, for a period of five years with effect from February 09, 2014 on the existing terms and conditions as recommended by the Remuneration Committee.

Brief resumes of all the Directors being appointed/re-appointed have been incorporated in the Notice for the forthcoming Annual General Meeting.

Auditor:

M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, the Statutory Auditors of the Company retires at the conclusion of this Annual General Meeting and is eligible for re-appointment.

Auditors'' Report:

The Auditors'' comments in the Report are self-explanatory.

Auditor''s Remark:

i. Referring to Para on basis for qualified opinion of the Auditors'' Report, the Directors would like to refer Notes forming part of Accounts which is self explanatory. The reference to note numbers are as under :

a. Para 1 of basis for qualified opinion – Note No.9 and item No.3 of Note.23

b. Para 2 of basis for qualified opinion – item No.3 of Note.23

c. Para 3 of basis for qualified opinion – Note.5, Note.20 and item No.8 of Note.23

d. Para 4 of basis for qualified opinion – Item 4 of Note 23

e. Para 5 of basis for qualified opinion – Note.21 and Item .9 of note 23

f. Para 6 of basis for qualified opinion – Note.8

g. Para 7 of basis for qualified opinion – Item 11 of note.23

ii. Referring to Para 9 (a), 9(b) and 9(c) of the Annexure to the Auditors'' report, your Directors are of the opinion that the Company is in the process of executing various alternative plans to control such delays in future.

Fixed deposits:

During the year, the Company has not accepted any fixed deposits.

Corporate Governance:

The Corporate Governance Report along with the Management Discussion & Analysis Report is annexed as part of this Annual Report.

Auditors report on Corporate Governance is also attached to this report.

Directors'' Responsibility Statement:

Your Directors confirm that

i. In the preparation of annual accounts, applicable accounting standards have been followed;

ii. the accounting policies adopted are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are given in Annexure-I forming part of the report.

Particulars of Employees:

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company, since none of the employees of the Company was in receipt of total remuneration in excess of the prescribed limits as amended.

Industrial Relations:

Your Company has always been known to maintain cordial industrial relations with its employees. Your Company believed in developing Human Resources at all levels by imparting continuous training, motivation to attain higher productivity, finer quality, cost control, safety and environment protection.

Acknowledgements:

The Board gratefully acknowledges the ongoing support and co-operation extended by the Financial Institutions/Banks viz: CDR Cell, State Bank of India, The South Indian Bank Ltd, State Bank of Travancore, State Bank of Bikaner and Jaipur, Corporation Bank, Axis Bank, IFCI Ltd, PIPDIC, Central & State Government Departments, GAIL, ONGC, Dealers, Customers, Suppliers and Shareholders. Your Directors place on record their deep sense of appreciation for the dedicated efforts and contribution being made by employees at all levels during the year.

For and on behalf of the Board Place : Hyderabad Dr. G N Naidu Date : 30.05.2014 Chairman and Managing Director

---

Mar 31, 2013

The Directors hereby present their 29th Annual Report along with the Audited Accounts of the company for the financial year ended 31st March 2013. Financial Results :

Rs in lakhs

SI.No. Particulars 2012-13 2011-12

1 Turnover 607 17828

2 Gross profit before interest and

Depreciation (919) (196)

3 Finance charges 187 1558

4 Depreciation 942 972

5 Net loss before tax (2048) (2726)

6 Income tax - (348)

7 Net Loss after tax (2048) (2378)

8 Balance carried to balance sheet (7004) (4955)

Review of Operations:

On 27.01.2012, a section of workers joined hands with few anti-social elements and caused extensive damage to the equipment, buildings, electrical installations, raw material, finished goods and records by using iron rods, boulders and set on fire to the equipment, sheds and vehicles. Your company declared lock out of its plant at Yanam after the incident with effect from 31.01.2012. Since then, there is no production.

During the year under review, your Company sold the sound finished stocks available both in the plant and at depots. The sales in physical and financial terms from own operations were 2.58 lakh sq. mts (Previous year 68.31 lakh sq.mts) and Rs.514.22 lakhs (previous year Rs. 14478 lakhs) respectively. Your Company could not continue trading activity as the marketing staff left the organization and dealers shifted to other competitors. The sales in physical and financial terms from trading during the year were 0.34 lakh sq.mts (previous year 11.79 lakh sq. mts) and Rs. 92.90 lakhs (previous year Rs.3350 lakhs) respectively.

Exports:

Your Company achieved an export turnover of Rs. 197.51 lakhs (previous year Rs.1359.33 lakhs).

Dividend:

Your Directors express their inability to recommend any dividend for the year under review due to insufficient disposable income.

Lockout of the factory:

Your Company is in discussions with Original Equipment Manufacturers (OEMs) and reconditioning technical experts for taking up repairs/replacement of the damaged equipment and machinery and put back the plant into operation. As per the Insurance policy taken, your Company is eligible to claim the cost of repairs to the plant and machinery. However, wherever repairs are not possible or repair cost is more than the replacement cost, your company is eligible to claim for replacement value. Your company has also requested the insurance company for release of on-account payment to support the finances required for carrying out such repairs/replacement.

The Government of Puducherry issued a G.O. dt. 10.04.2013 prohibiting the continuance of the lockout declared by the management. However, in view of the situation prevailing in Yanam, your company approached the Hon''ble High Court of Madras and obtained stay.

Labour settlements:

Arrangements are being made for settlement of dues to workers leaving the company. Most of the employees have submitted resignations and your company has already settled many employee accounts and is in the process of finalizing the settlement in respect of remaining number of cases.

Your company initiated action against the workers involved in violence and requested the labor tribunal for early disposal of the same. The CBI is also investigating cases related to the incident and in the process, has arrested some employees and others involved.

One Time Settlement of Bank Loans:

The lenders of the company conveyed their respective sanctions for settlement of their dues under One Time Settlement (OTS) as a compromise. Your company paid 10% of the OTS amount and seeking extension of time from the lenders for the balance payment.

Future Outlook:

In India, real estate industry is expanding especially in areas like housing, office space, retail and entertainment, among others. The ceramic tile industry is witnessing constant growth in the production capacity - both in the organized and unorganized sectors. The varied changes in the consumer''s perspective towards the decorative use of ceramic tiles and its application in indoor and outdoor areas have brought in new trends and developments in the market. With the over capacity positions in the country, the thrust will be to withstand market competition by producing value added products, offering competitive pricing, innovative designs and series, etc., The focus as such is on consistent improvement in the product mix with value addition.

All efforts are being made to sort out the present difficult circumstances that your company is facing. The support from insurance company for releasing the on-account payment immediately and for early settlement of the claim and releasing the claim amount fully is very important for resuming operations. The State and Central Governments will have to support your company by way of grants and reliefs in this crucial juncture.

Customs, Excise, Income tax & other matters:

1. Your Company preferred appeals before the Hon''ble CESTAT, Bangalore against the demand from Customs & Central Excise Department (Service Tax Cell) for service tax on installation, erection and commissioning of plant & machinery imported during the year 2005-06 and on GTA services during the year 2008-09, though paid by the service provider.

2. The Income Tax Appellate Tribunal, Hyderabad disposed of the appeal preferred by the company partly in its favor on the demand from Dy. Commissioner of Income Tax, Hyderabad in respect of Assessment year 2004-05 for disallowance of additional depreciation, for which the company is eligible under the Act.

3. Yanam Municipality has demanded Property Tax of Rs.32.35 lakhs for the years from 1998-99 to 2006-07 and your company disputed the same as the grounds are not just, proper and reasonable.

Achievements /Accomplishments:

Your Company enjoyed the status of "Export House", recognized by the Ministry of Commerce, Government of India, in view of consistent export performance till its validity i.e up to 31st March 2013.

Environment and Social concerns:

Your company enjoyed the ISO 9001-2000 certification for quality, the IS0 14001 certification for its Environmental Management Systems and the OHSAS18001 certification from ''Occupational Health Safety Managing System (OHSMS) for the Health and Safety measures observed in the company. The integrated QESH (Quality, Environment, Safety and Health) policy implemented in all areas of operations is in place.

Directors:

Sri G.Sreenivasulu Naidu and Sri. T. Ramesh Chandra Bose, Directors retire by rotation and are eligible for re-appointment in this AGM.

Auditors:

M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, the Statutory Auditors of the Company retires at the conclusion of this Annual General Meeting and are eligible for re-appointment.

Auditors'' Report:

The Auditors'' comments in the Report are self-explanatory.

Auditors'' Remark:

I. Referring to Para on basis for qualified opinion of the Auditors'' Report, the Directors would like to refer Notes forming part of Accounts which is self explanatory. The reference to note numbers are as under:

a. Para 1 of basis for qualified opinion - Note. 9 and Item No. 3 of Note. 23.

b. Para 2 of basis for qualified opinion - Note. 5, 20 and Item No. 9 of Note. 23.

c. Para 3 of basis for qualified opinion - Item No. 4 of Note. 23.

d. Para 4 of basis for qualified opinion - Note. 3, 6, 8,13 and 21.

e. Para 5 of basis for qualified opinion - Note. 8.

ii. Referring to Para 9(a), 9(b) and 9(c) of the Annexure to the Auditors report, your Directors are of the opinion that the Company is in the process of executing various alternative plans to control such delays in future.

Fixed deposits:

During the year, the Company has not accepted any fixed deposits.

Corporate Governance:

The Corporate Governance Report along with the Management Discussion &

Analysis Report is annexed as part of this Annual Report.

Auditors report on Corporate Governance is also attached to this report.

Directors'' Responsibility Statement:

Your Directors confirm that

I. In the preparation of annual accounts, applicable accounting standards have been followed;

ii. the accounting policies adopted are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis.

Particulars of Employees:

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company, since none of the employees of the Company was in receipt of total remuneration in excess of the prescribed limits as amended.

Industrial Relations:

Your Company has always been known to maintain cordial industrial relations with its employees. Your Company believed in developing Human Resources at all levels by imparting continuous training, motivation to attain higher productivity, finer quality, cost control, safety and environment protection.

Acknowledgements:

The Board gratefully acknowledges the ongoing support and co-operation extended by the Financial Institutions/Banks viz: CDR Cell, State Bank of India, The South Indian Bank Ltd, State Bank of Travancore, State Bank of Bikaner and Jaipur, Corporation Bank, Axis Bank, IFCI Ltd, PIPDIC, Central & State Government Departments, GAIL, ONGC, Dealers, Customers, Suppliers and Shareholders. Your Directors place on record their deep sense of appreciation for the dedicated efforts and contribution being made by employees at all levels during the year.

For and on behalf of the Board

Place: Hyderabad Dr G N Naidu Date : 29.05.2013 Chairman and Managing Director

---

Mar 31, 2010

The Directors hereby present their 26th Annual Report along with the Audited Accounts of the Company for the year ended March 31, 2010

Financial Performance: (Rs. in lakhs)

SI. No. Particulars 2009-10 2008-09

01. Turnover 17522 16654

02. Gross profit before interest and Depreciation 936 501

03. Finance charges 1427 1321

04. Depreciation 1070 1063

05. Net loss before tax (1561) (1883)

06. Income tax (223) (381)

07 Provision for Gratuity - Earlier Years - (19)

08. Net Loss after tax (1338) (1483)

09. Balance carried to balance sheet (1034) 304

Review of Operations :

Your Company passed through a critical phase during the year under review because of recession in the international economy and operated under difficult business environment. The year continued to witness a disturbing and fluctuating economy making it all the more challenging for your Company to optimise the capacity utilisation and to achieve the breakeven point. With the continued constraints of shortage in the supply of gas, increase in the price of raw materials, slower growth of consumer durables, delayed realisations, ups and down in the sectoral commodity markets, your Company could not register the upward graph it intended to.

Your Company achieved the production of 97.90 lakh sq.mts during the year under review as against 89.31 lakh sq.mts during the previous year. The sales in physical and financial terms being 92.64 lakh sq.mts. (previous year 91.73 lakh sq.mts) and Rs.16599 lakhs (previous year Rs. 16404 lakhs) respectively.

Your Company made a turnover in the trading activity to boost up the earnings during the year under review. The sales in physical and financial terms being 3.61 lakh sq.mts (previous year 1.16 lakh sq mts) and Rs 923.24 lakhs, (previous year Rs.250.38 lakhs)

Your Directors express their inability to recommend any dividend for the year under review due to insufficient disposable income.

Exports:

Your Company improved its export activities during the year under review and achieved an Export turnover of Rs 2990 lakhs, (previous year Rs.2443 lakhs). Your Company is confident of further improving its share in international market in future, once the production gets streamlined.

Equity shares issued pursuant to the Scheme of Arrangement

1,28,44,786 equity shares of Rs. 10/- each along with a share premium of Rs. 2.37/- per share were allotted on 23rd December, 2009 to the Promoters and their associates by converting their unsecured loans into equity shares pursuant to the Scheme of Arrangement approved by the Honble High Court of Andhra Pradesh on 8th October, 2009. All the necessary listing formalities have been complied with and now these shares are listed on The Stock Exchange Ltd., Mumbai and National Stock Exchange Ltd.

Future outlook:

Your Company has laid emphasis on Increase in production, improvement in quality, increase in average realization, reduction in variable cost, constant product innovation and development, full usage of gas supply, aggressive marketing and distribution network during the year under review. The Company has identified the above few factors which would contribute to the success of the Company. Your Company has launched new products in vitrified tiles segment, glazed porcelain, polished tiles, multi charge tiles for catering the high net worth individuals and the expanding upper middle class. Your Company also forayed into the wall tile market and producing the market referred range of high value added products with emphasis on research and development. With the economy now going on an upward graph, your Company is expecting a growth and demand for its products.

Transfer of unpaid/unclaimed Dividend to IEPF:

The unclaimed dividend for the year 2002-03 is due for transfer in October, 2010. The dividend once transferred to Investor Education and Protection Fund cannot be claimed. It is advised to the Shareholders, who have not so far encashed the dividend warrants, to write to the Company or its Registrar and Transfer Agents immediately.

Customs, Excise, Income tax & Other matters:

1) Your Company preferred appeals before the Honble CESTAT, Bangalore against demand by Customs & Central Excise Department (Service Tax cell) for service tax during the year 2005-06 on installation, erection and commissioning of plant & machinery imported and on GTA services during the year 2006-07 though paid by the service provider.

2) Your Company preferred an appeal before Income Tax Appellate Tribunal, Hyderabad on demand from Dy. Commissioner of Income Tax, Hyderabad in respect of Assessment Year 2004-05 for disallowance of additional depreciation, for which the Company is eligible under the Act.

3) Your Company preferred an appeal before the Employees Provident Fund Appellate Tribunal, New Delhi against the demand from Regional Provident Fund Commissioner, Rajahmundry for penalty and damages on account of delays in remittances during 2003 to 2009, for which stay has been granted to the Company.

4) Yanam Municipality has demanded Property Tax of Rs.32.35 lakhs for the years from 1998 -99 to 2006-07 and your Company disputed the same as the grounds are not just, proper and reasonable.

Achievements /Accomplishments :

The Company continues to enjoy "Export House", status in recognition of its export performance by Ministry of Commerce, Government of India till the year 2013. During the year under review, your Company received a "Certificate of Merit" from CAPEXIL sponsored by Ministry of Commerce & Industry, Government of India.

Environment and Social concerns:

Your Company continues to enjoy the ISO 9001-2000 certification for quality, the ISO 14001 certification for its Environmental Management Systems and the OHSAS 18001 certification from Occupational Health Safety Managing System (OHSMS) for the Health and Safety measures observed in the Company. The integrated QESH (Quality, Environment, Safety and Health) policy implemented in all areas of operations is in place.

Directors :

Smt G.Radhika ceased to hold the office of Whole Time Director of the Company w.e.f. 31-07-2010.

Sri T.V.Chowdary and Sri G.Sreenivasulu Naidu, Directors retire by rotation and are eligible for re-appointment in this AGM.

Appointments:

Sri N.Satyendra Prasad was appointed as an Additional Director of the Company with effect from 31-07-2010. The explanatory statement annexed to the notice contains the details regarding appointment of Sri Prasad.

Auditors:

M/s. Brahmayya & Co., Chartered Accountants, Hyderabad, the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and are eligible for re-appointment.

Auditors Report:

The Auditors comments in the Report are self-explanatory.

Auditors Remarks:

L Referring to para 4(vi) of the Auditors report, the Directors would like to refer to Note No.5 of the schedule 19 - Notes to Accounts, which is self explanatory.

B. Referring to para ix (b) of the Annexure to the Auditors report, your Directors state that the Company is generally regular in payment of statutory dues. Your Directors are of the opinion that the Company is in process of implementing various strategies towards improving the overall performance of the Company and the improved operating conditions would enable the Company to perform better.

Fixed deposits:

During the year, the Company has not accepted any fixed deposits.

Corporate Governance:

The Corporate Governance Report along with the Management Discussion & Analysis Report is annexed as part of this Annual Report.

Auditors report on Corporate Governance is also attached to this report.

Directors Responsibility Statement

Your Directors confirm that

i) in the preparation of annual accounts, applicable accounting standards have been followed;

ii) the accounting policies adopted are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are given in Annexure-I forming part of the report.

Particulars of Employees:

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is given at Annexure-ll to this report.

Industrial Relations:

The industrial relations continue to be cordial. Development of Human Resources at all levels is given utmost importance and continuous training is imparted to improve the productivity, quality, cost control, safety & environment protection.

Acknowledgements:

The Board gratefully acknowledges the ongoing support and co-operation provided by the Financial Institutions/Banks viz: CDR Cell, State Bank of India, The South Indian Bank Ltd, State Bank of Travancore, State Bank of Indore, State Bank of Bikaner and Jaipur, Corporation Bank, Axis Bank , IFCI Ltd, PIPDIC, Central & State Government Departments, GAIL, ONGC, Dealers, Customers, Suppliers and Shareholders. Your Directors place on record their deep sense of appreciation for the dedicated efforts and contribution made by employees at all levels.

For and on behalf of the Board

Place : Hyderabad Dr.G.N.Naidu

Date : July 31, 2010 Chairman and Managing Director