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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Restile Ceramics Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 38^th Annual Report of Restile Ceramics Limited ("the Company") on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2024.

1. FINANCIAL PERFORMANCE

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

Particulars	2023-24	2022-23
Revenue from Operations	93.88	197.12
Other Income	19.13	65.51
Total Income	113.01	262.63
Total Expenditure (excluding depreciation)	165.99	291.36
Net Operating Profit/Loss before depreciation	(52.98)	(28.73)
Less: Depreciation	(38.12)	(38.12)
Net Operating Profit/Loss after depreciation	(91.10)	(66.85)
Profit/(Loss) before Tax	(91.10)	(66.85)
Less: Tax Expense		-
Current Tax	0.17	-
Deferred Tax - Net	-	-
Net Profit/(Loss) after Tax	(91.27)	(66.85)
Earnings Per Share- Basic & Diluted	(0.09)	(0.07)

2. PRESENTATION OF FINANCIAL STATEMENTS

The financial statements of the Company for Financial Year 2023-2024 have been prepared in compliance with the Companies Act, 2013 (the ''Act''), applicable Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and amendments thereto (the ''SEBI Listing Regulations'') and are disclosed in accordance with Schedule III of the Act.

3. STATE OF COMPANY AFFAIRS AND COMPANY''S PERFORMANCE

Your Company is in the business of manufacturing and trading of vitrified tiles for the last 3 decades. It is registered as a Public Limited Company and is listed on the Bombay Stock Exchange Limited (''''BSE Limited'''').

During the year under review, your Company''s total revenue from operations is Rs. 93.88 Lakhs in the current Financial Year as against Rs. 197.12 Lakhs in the previous Financial Year. The Net operating loss of the Company is Rs. 91.10 Lakhs in the current Financial Year as against Rs. 66.85 Lakhs in the previous Financial Year.

Detailed information on the operations of the business and state of affairs of the Company are covered in the Management Discussion and Analysis Report ("MDAR").

4. DIVIDEND

In the view of the loss incurred by the Company during the year under review and based on the Company''s financial performance, the Board of Directors do not recommend any dividend on equity shares for the Financial Year ended on March 31, 2024.

5. BORROWINGS

The Company''s borrowings as at March 31, 2024 stood at Rs. 3,910.79 Lakhs as against Rs. 3,914.79 Lakhs as at March 31, 2023.

6. TRANSFER TO RESERVES

There was no amount which was transferred to general reserves during the year under review. The closing balance of the retained earnings of the Company for Financial Year 2023-2024, after all appropriation and adjustments was Rs. (13,652.73) Lakhs.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company between end of the financial year and the date of this report. It is hereby confirmed that there has been no other change in the nature of business of the Company.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company does not have any subsidiary or Joint Venture or associate during the year under review.

9. SCHEME OF AMALGAMATION

The Board of the Directors of your Company at their meeting held on February 21, 2023, approved Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Regulations 11, 37 and 94 of Securities and Exchange Board of India (''SEBI'') (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations) as amended from time to time, provisions of SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021, as amended from time to time, issued by the SEBI and other applicable provisions, approving amalgamation of Restile Ceramics Limited ("Transferor Company") with Bell Granito Ceramica Limited ("Transferee Company") and their respective shareholders and creditors ("Scheme"). It is further subject to necessary approvals of the shareholders and creditors of the Company (ies), Stock Exchange, National Company Law Tribunal and such other statutory and regulatory approvals as may be required.

10. SHARE CAPITAL

During the year under review, there has been no change in the share capital of the Company. The Authorised Share Capital of the Company as on March 31, 2024 is Rs. 1,00,00,00,000/- divided into 10,00,00,000 equity shares of Rs. 10/- each and the issued, subscribed and paid up share capital of the Company as on March 31, 2024 is Rs. 98,27,92,390/- divided into 9,82,79,239 equity shares of Rs. 10/- each.

Further, there were no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares, nor has it granted any stock options during the financial year. During the year under review, the Company has neither increased the authorized share capital nor allotted any equity shares.

11. DEPOSITORY SYSTEM

The Company''s equity shares are tradeable in dematerialized/electronic form. As on March 31, 2024, 99.42% of the Company''s total paid-up capital representing 9,77,06,945 equity shares were in dematerialized form. In view of the benefits offered by the depository system, members holding shares of the Company in physical mode are advised to avail the demat facility from their respective depository participants.

12. DEPOSITS

The Company has not accepted any deposits and as such no amount on account of principal or interest on public deposit under section 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.

13. PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

Details of loans, guarantee and investments, if any, covered under the provisions of Section 186 of the Companies Act are provided in the notes to financial statements.

14. RELATED PARTY TRANSACTIONS

The Company has put in place a policy for related party transactions ("RPT policy") which has been reviewed and approved by the Audit Committee and Board of Directors respectively. The RPT policy provides for identification of related party and related party transactions, materiality of related party transactions, necessary approvals by the Audit Committee/Board of Directors/ Shareholders of related party transactions and subsequent material modification thereof, reporting and disclosure requirements in compliance with the Act and the SEBI Listing Regulations.

All contracts/ arrangement/ transactions entered by the Company during Financial Year 2023-24 with related parties were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Prior omnibus approval of the Audit Committee is obtained for all related party transactions which are foreseen and of repetitive nature and are entered into in the ordinary course

of business and at arm''s length. A statement giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval / noting on a quarterly basis and appropriate approvals of the members were also taken, as applicable in accordance with the SEBI Listing Regulations.

The particulars of contracts or arrangements with related parties as prescribed in Form No. AOC-2 is annexed to this report (Annexure A). Details of related party transactions are given in the notes to the financial statements.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the half yearly reports on related party transactions with the Stock Exchange.

The policy on materiality of related party transactions and on dealing with related party transactions as approved by the Audit Committee and Board of Directors is uploaded on the Company''s website www.restile.com.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations is attached as Annexure B of this Report. It provides details about the overall industry structure, global and domestic economic scenarios, developments in business operations / performance of the Company''s various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the Financial Year 2023-24.

16. CORPORATE GOVERNANCE

Company has adhered to the best standards of governance long before they were legally mandated. The Company has devised proper systems to ensure compliance with all the applicable provisions and that such systems are adequate and operating effectively. Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a Certificate from Secretarial Auditor confirming compliance, forms an integral part of this report and annexed as Annexure C.

A declaration with respect to the compliance with the Code of Conduct duly signed by the Managing Director of the Company also forms part of this report.

17. DIRECTORS & KEY MANAGERIAL PERSONNEL

I. Board of Directors:

Following are the Directors as on March 31, 2024:

Sr. No.	Name of the Director	DIN	Category
1	Mr. Nalinkant Amratlal Rathod	00272129	Promoter, Non-Executive - NonIndependent Director
2	Mr. Viren Rathod	03407158	Executive - Managing Director

3	Mr. Nalandula Ramachandran Srinivasarao	00089348	Non-Executive - Independent Director
4	Mr. Mani (Narayanan Subramanian)	02577983	Non-Executive - Independent Director
5	Mr. Tenkasi Ramanarayanan Seetharaman	02385221	Non-Executive - Independent Director
6	Mr. Gopalachari Padmanabhan	00101432	Non-Executive - Independent Director
7	Mr. Yash Kaushik Shah	02155636	Non-Executive - Independent Director
8	Mrs. Bharati Nalin Rathod	02587701	Non-Executive - Non Independent Director
9	Mrs. Shruti Rathod	01948999	Non-Executive - Non Independent Director
10	Mr. Rajendra Prasad Kandikattu	00143653	Non-Executive - Nominee Director

a) Change in Directors:

1) Cessation/Resignation: During the year under review, there was no instance of cessation/resignation by any of the Directors of Company.

2) Appointment/Re-appointment: Pursuant to provisions of the Act and SEBI Listing Regulations, there was no instance of appointment/re-appointment of director of the Company during the year under review.

3) Director liable to retire by rotation:

> During the year under review, pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mrs. Bharati Nalin Rathod (DIN: 02587701) were liable to retire by rotation and reappointed by the shareholders at the Annual General Meeting held on September 11, 2023.

> Further, Pursuant to provisions of Section 152(6) of the Act, due to the resignation of Mrs. Shruti Rathod, Director of the Company, Mr. Nalinkant Amratlal Rathod, Director, retires by rotation at the ensuing Annual General Meeting and, being eligible offers himself for re-appointment. The Nomination and Remuneration Committee and Board have recommended re-appointment of Mr. Nalinkant Amratlal Rathod. Brief profile of Mr. Nalinkant Amratlal Rathod as required under Regulation 36 (3) of the SEBI Listing Regulations read with SS-2 on General Meetings is provided separately by way of an Annexure to the Notice of the ensuing 38^th AGM.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, perquisites and reimbursement of expenses if any incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

None of the Directors are disqualified from being appointed as the Director of the Company in terms of Section 164 of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of

Directors) Rules, 2014. Further, the Company has received the necessary declarations from all the Directors as required under the Companies Act and SEBI Listing Regulations. Further, all the independent directors are registered with data bank maintained by the Indian Institute of Corporate Affairs ("IICA"). The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence.

Further, during the year under review, as per Section 167 of the Companies Act, 2013 Mr. Rajendra Prasad Kandikattu (DIN: 00143653), Nominee Director of the Company has vacated his office as he was absent from all the meetings of the Board of Directors held during a period of twelve months of the financial year 2023-24 without seeking leave of absence of the Board and In this regard, the Company has passed board resolution at the board meeting held on May 23, 2024 for taking note of vacation of office of Mr. Rajendra Prasad Kandikattu with effect from April 01, 2024 and filed Form DIR-12 with Registrar of Companies and subsequently, intimated to the stock exchange.

II. Key Managerial Personnel (KMP''s):

During the year under review, pursuant to the provisions of Sections 196, 197, 198 and 203 and other applicable provisions of the Companies Act, 2013 read with rule Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed Mr. Viren Rathod (DIN: 03407158) as Managing Director of the Company at the 37th Annual General Meeting for a term of five years w.e.f. May 04, 2024 who shall not be liable for determination for retirement by rotation and on the terms and conditions as may be agreed between them.

Following were the Key Managerial Personnel''s as on March 31, 2024 pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No.	Name of the KMP	Designation
1	Mr. Viren Rathod	Managing Director
2	Mr. Tribhuvan Simh Rathod	Chief Financial Officer
3	Ms. Palak Kumari	Company Secretary & Compliance Officer

18. MEETING OF THE BOARD AND ITS COMMITTEES

The Company has following committees in place in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders'' Relationship Committee.

The Committees constituted by the Board focus on specific areas and take informed decisions within the framework of delegated authority, and make specific recommendations to the Board on matters within their areas or purview. The decisions and recommendations of the Committees and minutes of meeting of committees are placed before the Board for information and/or for approval, as

required. During the year under review, all recommendations received from its committees were accepted by the Board.

During the Financial Year 2023-24, four (4) Board Meetings, four (4) Audit Committee Meetings and two (2) Nomination and Remuneration Committee meeting were held. The details of the same along with other Committee meetings of Board are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

19. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its Board, its Committees and the individual members of the Board (including the Chairperson). A structured questionnaire was prepared after taking into consideration inputs received from the directors, covering the aforesaid aspects of the Board''s functioning. The overall performance of the Board and Committees of the Board was found satisfactory.

Further, the overall performance of Chairman, Executive Director and Non-Executive Directors of the Company was found satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making etc.

Further, pursuant to Regulation 17 (10) of the SEBI Listing Regulations, the performance evaluation of the Independent Directors was carried out by the entire Board excluding the independent director being evaluated.

The Independent Directors expressed their satisfaction with the evaluation process and flow of information between the Company management and the Board.

20. CODE OF CONDUCT

The Company has adopted a Code of Conduct for Prevention of Insider Trading including policies and procedures for inquiry in case of leak or suspected leak of unpublished price sensitive information, Code for Fair Disclosure and Code of Conduct to regulate, monitor and report trading in securities by the directors, designated persons and immediate relatives of designated persons of the Company in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 (''Insider Trading Regulations'').

Pursuant to above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of Insider Trading Regulations. The transactions by designated persons above threshold approved by Board is subject to preclearance by compliance officer. Company Secretary has been appointed as the Compliance Officer for purpose of Insider Trading Regulations.

Designated persons have made annual disclosure to Company as per requirements of Insider Trading Regulations and Company''s Code of Conduct. The Code is available on website of the Company at www.restile.com.

21. DISCLOSURES BY DIRECTORS

Based on the declarations and confirmations received in terms of provisions of the Companies Act, 2013, circular(s) / notification(s) / direction(s) issued by the RBI and other applicable laws, none of the Directors on the Board of your Company are disqualified from appointment as Directors.

Declaration of Independent Directors

The Company has received the necessary declarations from the Independent Directors under Section 149(7) of the Act and Regulation 25 of the SEBI Listing Regulations, that they meet the criteria of Independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have also confirmed compliance with the provisions of Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of Independent Directors. The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence.

The Board after taking these declarations/ disclosures on record and acknowledging the veracity of the same, is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise, hold highest standards of integrity and are Independent of the Management of the Company. The terms and conditions of appointment of Independent Directors are available on the website of the Company at www.restile.com

22. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a system to familiarize its Independent Directors. The familiarization program aims to provide knowledge/information to the Independent Directors about their roles, responsibilities in the Company, nature of the industry, business model, processes, policies and the technology and the risk management system of the Company, the operational and financial performance of the Company, significant development so as to enable them to take well informed decisions in timely manner. During the Financial Year 2023-2024, the Independent Directors were updated from time to time on continuous basis on the significant changes in the regulations, duties and responsibilities of Independent Directors under the Act, and SEBI Listing Regulations.

The details of familiarization programmes for the Independent Directors are disclosed on the Company''s website at www.restile.com.

23. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a Nomination & Remuneration policy. This policy inter alia provides:

(a) The criteria for determining qualifications, positive attributes and independence of Directors; and

(b) Policy on remuneration of directors, key managerial personnel and other employees.

The Policy is directed towards a compensation philosophy and structure that will reward and retain talent. The Nomination & Remuneration Policy is stated in the Corporate Governance Report and is also available on the Company''s website at www.restile.com.

24. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 and to the best of Board''s knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements:

(a) in the preparation of the annual accounts for the Financial Year ended on March 31, 2024, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(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 your Company as at March 31, 2024 and of the loss of the Company for the Financial Year ended March 31, 2024;

(c) proper and sufficient care has been taken 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 annual accounts have been prepared on a ''going concern'' basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

25. AUDITORS

> Statutory Auditor

As per Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at the Annual General Meeting held on September 20, 2019 approved the appointment of M/s. R. Sundararajan & Associates, Chartered Accountants (Firm Registration No: 008282S) as the Statutory Auditors of the Company for a term of 5 years till the conclusion of the 38th Annual General Meeting.

Further, The Board proposes to appoint M/s. M. S. Krishnaswami & Rajan, Chartered Accountants (Firm Registration No. 01554S) as Statutory Auditors of the Company upon completion of the term of M/s. R. Sundararajan & Associates, not seeking re-appointment, to hold office for the period of 5

Years from the conclusion of 38th Annual General Meeting (AGM) till the conclusion of the AGM of the Company to be held for the year 2028-2029.

The Statutory Auditors has issued qualified opinion on the Financial Statements for the Financial Year ended March 31, 2024 as mentioned in the below table:

QUALIFIED OPINION

MANAGEMENT''S EXPLAINATION

The Company has generated negative cashflows from operations, incurred substantial operating losses and significant deterioration in value of assets used to generate cash flows all of which indicate existence of material uncertainty in the Company''s ability to continue as a going concern for a reasonable period of time. The financial statements do not include any adjustments that might result had the above uncertainties been known

The Company is in the process of amalgamation with Bell Granito Ceramica Limited and will be able to achieve profitability post amalgamation.

> Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Mitesh J Shah & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year ended March 31, 2024. The secretarial audit report forms a part of the Annual Report. Further, pursuant to amendments under SEBI Listing Regulations and SEBI circular dated February 08, 2019, a report on secretarial compliance as required under Regulation 24A was submitted to the stock exchanges as obtained from M/s. Mitesh J Shah & Associates, Practicing Company Secretary for Financial Year 2023-24. These reports do not contain any qualification, reservation or adverse remark or disclaimer.

> Internal Auditor:

M/s. R K Doshi & Co LLP, Chartered Accountants, performed the duties of internal auditor of the Company for the Financial Year 2023-24 and their report is reviewed by the Audit committee.

> Cost Auditor:

The Maintenance of the cost records, for the services rendered by the Company is not required pursuant to Section 148(1) of the Act, read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 and accordingly it is not required to appoint Cost Auditor.

26. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTIO 143 (12) OF THE ACT

During the year under review, no instances of fraud committed against the Company by its officers or employees were reported by the Statutory Auditors and Secretarial Auditors under Section 143(12) of the Act to the Audit Committee or the Board of Directors of the Company.

27. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Board has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems, work performed by the Internal, Statutory and Secretarial Auditors and external consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls with reference to the financial statements were adequate and effective during the Financial Year under review. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

28. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, your Company is not required to contribute funds for CSR.

29. ANNUAL RETURN

A copy of the annual return as provided under section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is placed on Company''s website at www.restile.com.

30. PARTICULARS OF EMPLOYEES

Your Company had 10 employees as on March 31, 2024. The statement containing particulars of employees as required under Section 197(12) of the Act, read along with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no employees were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, 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 Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure D and forms part of this report.

Your directors would like to record their appreciation of the efficient and loyal service rendered by the employees.

31. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to upheld and maintain the dignity of woman employees and to provide a safe and conducive work environment to all its employees and associates working in the Company.

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

32. RISK MANAGEMENT

Pursuant to Section 134 (3)(n) of the Act and Regulation 4(2)(f) of SEBI Listing Regulations, the Company has put in place comprehensive Risk Management Policy which inter alia, includes identification of elements of those risks which in the opinion of the Board may threaten the existence of the Company. Further, the Company has adequate risk management mechanism and same is periodically reviewed by the Audit Committee and Board. The major risk identified by the business are systematically addressed through mitigating actions on a continuing basis and cost-effectively risks are controlled to ensure that any residual risks are at an acceptable level. The Company has been addressing various risks impacting the Company and brief view of the Company on risk management has been disclosed in the Management Discussion and Analysis Report.

33. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In Compliance with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, the Company has adopted a Whistle Blower Policy. The Audit Committee oversees the functioning of this policy. The Company''s vigil mechanism/ Whistle blower Policy aims to provide the appropriate platform and protection for Whistle Blowers to report instances of fraud and mismanagement, if any, to promote reporting of any unethical or improper practice or violation of the Company''s Code of Conduct or complaints regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and regulations including the Company''s ethics policy or Code of Conduct for Prevention of Insider Trading in the Company, Code of Fair practices and Disclosure.

The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. Details of the Vigil Mechanism and Whistleblower policy are covered in the Corporate Governance Report, which forms part of the Annual Report and are made available on the Company''s website at www.restile.com.

During the Financial Year 2023-24, no cases under this mechanism were reported to the Company.

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations.

35. ENERGY CONSERVATION, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING & OUTGO

The details in respect of conservation of Energy, Technology Transfer and Foreign Exchange Earning and outgo is as follows:

A. Conversation of Energy and Technology Absorption

The Company is taking all possible measures to conserve energy. Several environment friendly measures are adopted by the Company. The Company continued to give major emphasis for conservation of Energy.

There were no power and gas consumed as there was no production during the year.

B. Foreign Exchange Earning and Outgo:

Details of foreign exchange earnings and outgo required under Section 134 (3) (m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are as under:

Total Foreign Exchange earnings and outgo by the Company is as follows:

Particulars	Year Ended March 31, 2024	Year Ended March 31, 2023
Foreign Exchange earnings	Nil	Nil
Foreign Exchange outgo	Nil	Nil

36. LISTING WITH STOCK EXCHANGES

The Equity Shares of your Company continue to remain listed on BSE Limited. The Listing fees to these Stock Exchanges and custodian fees to NSDL and CDSL have been paid by the Company for the Financial Year 2023-24.

37. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTION

No such instance of one-time settlement or valuation was done while taking or discharging loan from the Banks/ Financial institutions occurred during the year.

38. PROCEEDINGS PENDING UNDER THE INSLOVENCY AND BANKRUPTUCY CODE

There are no such proceedings or appeals pending under Insolvency and Bankruptcy Code, 2016 during the year and at the end of the Financial Year 2023-24.

39. SECRETARIAL STANDARDS OF ICSI

Your Company has complied with the applicable Secretarial Standard Secretarial Standards with regard to Meeting of the Board of Directors (SS-1), General Meeting (SS-2), Secretarial Standard on Dividend (SS-3) and Secretarial Standard on Report of the Board of Directors (SS-4) issued by The Institute of Company Secretaries of India.

40. STATUTORY DISCLOSURES

â¢ The financial statements of the Company are placed on the Company''s website www.restile.com

â¢ The directors'' responsibility statement as required by section 134(5) of the Act, appears in this report.

â¢ There is no change in the nature of business of the Company during Financial Year 2024.

â¢ A Cash Flow Statement for Financial year 2023-2024 is attached to the Balance Sheet.

41. ACKNOWLEDGEMENT

Your Board takes this opportunity to place on record our deep appreciation to our Shareholders, Customers, Business Partners, Vendors, Bankers, Financial Institutions, Stock Exchange, Regulatory and Government Authorities and other Stakeholders at large for all support rendered during the year under review. We strive to build rewarding relationships with our stakeholders - clients, employees, shareholders, business partners, communities and regulators - for achieving our long-term vision aligned with our stakeholders'' interests.

The Directors also thank the Government of India, Governments of various states in India and concerned Government departments and agencies for their co-operation. The Directors hereby acknowledge the dedication, loyalty, hard work, cooperation, solidarity and commitment rendered by the employees of the Company during the year.

The Board also places its gratitude and appreciation for the support and co-operation from its members and other regulators.

For and on behalf of the Board of Directors of Restile Ceramics Limited Sd/-

Viren Rathod

Date: August 07, 2024 Managing Director

Place: Chennai DIN:03407158

Mar 31, 2018

The Directors are pleased to present the 32^nd Annual Report of the Company together with its Audited Financial Statements for the year ended March 31, 2018.

Financial Results

	Rs. Lakhs
Particulars	2017-18	2016-17
Revenue From Operations	66.25	25.95
Other Income	42.53	2.42
EBITDA	(31.68)	(55.39)
Interest and Financial charges	0.17	3.04
Depreciation	625.95	690.44
Profit/(Loss) before taxes and Exceptional Items	(657.80)	(791.19)
Exceptional Items	349.98	42.06
Provision for taxes	(6.65)	0.00
Profit / (Loss) for the Year	(314.47)	(748.87)

Company Performance

The Company achieved a turnover of Rs.66.25 Lakhs for the period ended March 31, 2018; increased by Rs.40.30 Lakhs (155.29%) as compared to previous year.

The total expenditure for the period ended March 31, 2018 stood at Rs.765.58 Lakhs, decreased by Rs.53.99 Lakhs (6.59%) as compared to previous year.

The Loss (EBITDA) before Depreciation, Finance Cost and Tax for the year ended March 31, 2018 amounted to Rs. 31.68 Lakhs, decreased by Rs.23.71 Lakhs (42.81%) as compared to previous year.

The Loss before tax and Exceptional item(s) for the year ended March 31, 2018 amounted to Rs.657.80 Lakhs, decreased by Rs.133.39 Lakhs (16.86%) as compared to previous year.

The tax expense for the year ended March 31, 2018 was Rs.6.65 Lakhs. The Loss after tax for the year ended March 31, 2018 stood at Rs.314.47 Lakhs as against a loss of Rs.748.87 Lakhs of the previous year. No transfer was made to General reserve during the year ended March 31, 2018.

Dividends

Your directors regret to state that in view of the continuous losses suffered by the company no dividend has been recommended for the year ended March 31, 2018.

Share Capital

The Authorised Share Capital of the Company as on date of Balance Sheet is Rs.100,00,00,000/- divided into 10,00,00,000 equity shares of Rs.10/- each.

The paid up share capital of the company as on date of balance sheet is Rs.98,27,92,390/- divided into 9,82,79,239 equity shares of Rs.10/- each.

During the year under review, the company has neither increased the Authorised share capital nor allotted any equity shares

Borrowings

The Companyâs borrowings as at March 31, 2018 stood at Rs.3921.74 lakhs as against Rs.4166.48 lakhs as at March 31, 2017.

Fixed Deposits

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

Information about Subsidiary / Joint Ventures

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

Particulars of related party contracts and other arrangements under section 188 of the company

All Related Party Transactions that were entered into during the financial year were on an armâs length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board may be accessed on Companyâs website. There were transactions during the year which are given in Form AOC 2 as an annexure to this report.

Implementation of Risk Policy

Regulation 21 of SEBI (LODR) requires the top 100 Companies to constitute a Risk Management Committee. This regulation is not applicable to your company. The company however has appointed an internal auditor, whose terms of reference among other things include the evaluation of Internal Control Systems and inform the management of probable lapses. The Audit Committee and the Board of directors have from time to time also identified the risks and opportunities. This practice seeks to create transparency, minimize adverse impact on business objective and enhance the Companyâs competitive advantage. The two key components of risks are the probability (likelihood) of occurrence and the impact (consequence) of occurrence, if the risk occurs. Risk is analyzed by combining estimates of probability and impact in the context of existing control measures.

The Company has laid down procedures to inform Audit Committee as well as the Board of Directors about the risk assessment and management procedures and status. These procedures are periodically reviewed to ensure that the executive management monitors and controls risks.

Directors and Key Managerial Personnel (KMP)

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

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

Board and Committee Meetings

The Board of directors has met seven (7) times during the year to review and consider the quarterly financials of the Company amongst other things. Details of the composition of the Board and its Committees and of the meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Directors'' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2017-18.

Accordingly, pursuant to Section 134(3) (c) and 134(5) of the Act, the Board of Directors to the best of their knowledge and ability, confirm that:-

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

ii. they have selected such accounting policies and applied them consistently 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 March 31, 2018 and of the profit or loss of the Company for that period;

iii. they have taken proper and sufficient care for 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. they had prepared the annual accounts on a going concern basis;

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

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

Internal Controls and Systems

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

Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Whistle Blower Policy to provide a mechanism for the Directors and employees to report genuine concerns about any unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of Conduct. The provisions of this policy are in line with the provisions of Section 177 (9) of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015/Listing Agreement.

Significant and Material Orders passed by the Regulators

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and future operation of the Company.

Corporate Social Responsibly

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

Remuneration Policy

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

The key principles governing the Companyâs Remuneration Policy are as follows:

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

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

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

- Remuneration paid should be reflective of the size of the Company, complexity of the sector/ industry/Companyâs operations and the Companyâs capacity to pay the remuneration and be consistent with recognized best practices.

- The aggregate commission, if any, payable to all the NEDs and IDs will be recommended by the NRC to the Board based on Company performance, profits, return to investors, shareholder value creation and any other significant qualitative parameters as may be decided by the Board. The NRC will recommend to the Board the quantum of commission for each Director based upon the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and Committee Meetings, individual contributions at the meetings and contributions made by Directors other than in meetings.

- The remuneration payable to Directors shall be inclusive of any remuneration payable for services rendered in any other capacity, unless the services rendered are of a professional nature and the NRC is of the opinion that the Director possesses requisite qualification for the practice of the profession.

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

- The extent of overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable for every role. Hence remuneration should be market competitive, driven by the role played by the individual, reflective of the size of the Company, complexity of the sector/ industry/ Companyâs operations and the Companyâs capacity to pay, consistent with recognized best practices and aligned to any regulatory requirements.

- Basic/ fixed salary is provided to all employees to ensure that there is a steady income in line with their skills and experience. In addition, the Company provides employees with certain perquisites, allowances and benefits to enable a certain level of lifestyle and to offer scope for savings. The Company provides retirement benefits as applicable.

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

Evaluation of Board of Directors

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

Non-Executive Directors add substantial value through the deliberations at the meetings of the Board and Committees thereof. To safeguard the interests of the investors, they also play a control role. In important Committees of the Board such as Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee etc., the Directors play an important role by contributing to the deliberations of the Committee Meetings. Besides contributing at the meetings of the Board and Committees, the Non-Executive Directors also have off-line deliberations with the Management of the Company and add value through such deliberations.

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

Listing

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

The Listing fees to these Stock Exchanges and custodian fees to NSDL and CDSL have been paid by the Company for the financial year 2017-18.

Auditors

i. Statutory Auditors:

M/s M.S Krishnaswami & Rajan, Chartered Accountants,(Firm Reg No.01554S), Who are statutory auditors of the company to hold office up to the forth coming Annual General Meeting and are eligible for re-appointment is recommended by the Board for re-appointment as statutory auditors to hold office till conclusion of 33^rd Annual General Meeting.

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

Regarding the Qualifications/Comments of auditors in their report, the directors wish to state:

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

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

ii. Cost Audit

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

iii. Secretarial Audit

Pursuant to the provisions of section 204 of the companies act 2013 and rules made thereunder the company has appointed M/s N Madhavi, Practicing Company Secretary (C.P No.11732) to undertake the Secretarial Audit of the company. The secretarial audit report is included as Annexure - B and forms an integral part of this report.

Corporate Governance Report, Management Discussion & Analysis Report

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report on Management Discussion & Analysis, Corporate Governance as well as the Auditorâs certificate on the compliance of Corporate Governance thereon are attached and form part of the Annual Report.

Conservation of Energy, Technology Transfer and Foreign Exchange Earnings and Outgo

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

Particulars of Employees & Remuneration

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

The information required under Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Annexure forming part of the Report. In terms of the first proviso to section 136 of the Act, the Report and accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company.

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

The Company has zero tolerance for sexual harassment at its workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

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

Extract of Annual return

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

Appreciation

Your directorâs wish to place on record their appreciation for the contribution made by the employees at all levels but of whose hard work and support your companyâs achievements would not have been possible. Your directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers and various State and Central Government Agencies. The Directors also take this opportunity to thank the shareholders for their continued confidence reposed in the Management of the company.

By Order of the Board of Directors

Sd/- Sd/-

Place: Vadodara Tribhuvan Simh Rathod Narayanan Subramanian

Date: 26.6.18 (DIN 01996833) (DIN 02577983)

Managing Director Director

Mar 31, 2016

The Directors are pleased to present the 30^th Annual Report of the Company together with its Audited Financial Statements for the year ended March 31, 2016.

Financial Results

	Rs. Lakhs
Particulars	2015-16	2014-15
Gross Sales	319.28	271.55
Other Income	20.76	34.50
EBITDA	(191.38)	(166.93)
Interest and Financial charges	26.86	95.73
Depreciation	785.35	821.60
Profit/(Loss) before taxes	(1003.60)	(1084.26)
Provision for taxes	3.12	10.74
Profit / (Loss) carried to Balance Sheet	(1006.72)	(1095.00)

Company Performance

The Company achieved a turnover of Rs.319.28 Lakhs for the period ended March 31, 2016; increased by Rs.47.73 Lakhs (17.58%) as compared to previous year.

The total expenditure for the period ended March 31, 2016 stood at Rs.1,343.94 Lakhs, decreased by Rs.47.14 Lakhs (3.39%) as compared to previous year.

The Loss (EBITDA) before Depreciation, Finance Cost and Tax for the year ended March 31, 2016 amounted to Rs. 191.38 Lakhs, increased by Rs.24.45 Lakhs (14.65%) as compared to previous year.

The Loss before tax and Exceptional item(s) for the year ended March 31, 2016 amounted to T1003.60 Lakhs, decreased by Rs.80.66 Lakhs (7.44%) as compared to previous year.

The provision for tax for the year ended March 31, 2016 stood at Rs.3.12 Lakhs. The Loss after tax for the year ended March 31, 2016 stood at Rs.1006.72 Lakhs as against a loss of Rs.1095.00 Lakhs of the previous year. No transfer was made to General reserve during the year ended March 31, 2016.

Dividends

Your directors regret to state that in view of the continuous losses suffered by the company no dividend has been recommended for the year ended March 31, 2016.

Share Capital

The Authorized Share Capital of the Company as on date of Balance Sheet is Rs.100,00,00,000/- divided into 10,00,00,000 equity shares of Rs.10/- each.

The paid up share capital of the company as on date of balance sheet is Rs.98,27,92,390/- divided into 9,82,79,239 equity shares of Rs.10/- each.

During the year under review, the company has neither increased the Authorized share capital nor allotted any equity shares

Borrowings

The Companyâs borrowings as at March 31, 2016 stood at Rs.3,365 lakhs as against Rs.2916 lakhs as at March 31, 2015.

Fixed Deposits

Information About Subsidiary / Joint Ventures

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

Particulars of related party contracts and other arrangements under section 188 of the company

All related party transactions that were entered into during the year under review were on arms-length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013. Suitable disclosures as required under AS 18 have been made in notes to the financial statements; the Company has developed a related party transactions frame work through standard operation procedures for the purpose of identification and monitoring such transactions.

Implementation of Risk Policy

Pursuant to Clause 49 of the listing Agreement, the Company has framed a Risk Management Policy.

This policy framework enables the company to identify and evaluate risks and opportunities.

This framework seeks to create transparency, minimize adverse impact on business objective and enhance the Companies competitive advantage.

Directors and Key Managerial Personnel (KMP)

The Board of Directors based on the recommendations of Nomination and Remuneration committee appointed Mr. Kaushik D Shah as Additional Director under the category of Independent Directors with effect from May 21, 2016. He holds office up to the date of the forthcoming Annual General Meeting and is further proposed to be appointed as Independent Director of the Company for a period of five years commencing from his date of appointment.

Mr. Narayan Gopalakrishnan ceased to be an Independent Director of the company with effect from December 19, 2015 on account of his sad demise on that date.

Mr. Tribhuvan Simh Rathod, Managing Director, Mr. M. Subba Roa, Chief Financial Officer and Ms. Rekha Singh, Company Sectary are designated as Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013.

Board and Committee Meetings

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

Directors'' Responsibility Statement:

Accordingly, pursuant to Section 134(3) (c) and 134(5) of the Act, the Board of Directors to the best of their knowledge and ability, confirm that:-

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

ii. they have selected such accounting policies and applied them consistently 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 March 31, 2016 and of the profit or loss of the Company for that period;

iii. they have taken proper and sufficient care for 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. they had prepared the annual accounts on a going concern basis;

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

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

Internal Controls and Systems

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

Vigil Mechanism/Whistle Blower Policy

Significant and Material Orders passed by the Regulators

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and future operation of the Company.

Corporate Social Responsibly

Remuneration Policy

The Company had adopted a Remuneration Policy for the Directors, KMP and other employees, pursuant to the provisions of the Act and Clause 49 of the Listing Agreement.

The key principles governing the Companyâs Remuneration Policy are as follows:

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

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

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

Evaluation of Board of Directors

The Board of Directors of the Company presently comprises of (8) Non-Executive Directors and one Executive Director viz., the Managing Director. The Directors appointed on the Board are from diverse fields relevant to the Companyâs business, having long-standing experience and expertise in their respective fields. They have considerable experience in managing large corporates and have been in public life for decades.

Non-Executive Directors add substantial value through the deliberations at the meetings of the Board and Committees thereof. To safeguard the interests of the investors, they also play a control role. In important Committees of the Board such as Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee etc., the Directors play an important role by contributing to the deliberations of the Committee Meetings. Besides contributing at the meetings of the Board and Committees, the Non-Executive Directors also have offline deliberations with the Management of the Company and add value through such deliberations.

Listing

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

The Listing fees to these Stock Exchanges and custodian fees to NSDL and CDSL have been paid by the Company for the financial year 2015-16.

Auditors

(i) Statutory Auditors:

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

Regarding the Qualifications/Comments of auditors in their report, the directors wish to state:

The Auditors had qualified the financial statements for the year ended March 31,2016 regarding adoption of Going Concern principles in drawing up the financial statements for the said year , non-recognition of possible impairment in value of Building and Plant and Machinery. The issue of negative operating cash flows and incurrence of operating losses over the years highlighted by Auditors are being addressed through proposed restructuring of operations and merger with another company which is pending approval of BIFR. Under the rehabilitation scheme sanctioned by BIFR in 2002, a reserve of Rs.754.44 Lakhs had been created (upon capital reduction) towards adjustment of identified impairment in value of fixed assets. Steps have been initiated to adjust the impairment in value against the reserve with the approval of BIFR.

(ii) Cost Audit

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

(iii) Secretarial Audit

Pursuant to the provisions of section 204 of the companies act 2013 and rules made there under the company has appointed M/s A.S. Ramkumar & Associates, a firm of Practicing Company Secretaries (C.P No.9228) to undertake the Secretarial Audit of the company. The secretarial audit report is included as Annexure - B and forms an integral part of this report.

Corporate Governance Report, Management Discussion & Analysis Report

Conservation of Energy, Technology Transfer and Foreign Exchange Earnings and Outgo

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

Particulars of Employees & Remuneration

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

The Company has zero tolerance for sexual harassment at its workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace.

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

Extract of Annual return

Appreciation

By Order of the Board of Directors

Sd/- Sd/-

Place: Vadodara Nalinkant Amratlal Rathod T R Seetharaman

Date: 6th August 2016 (DIN 00272129) (DIN 02385221)

Chairman Director

Mar 31, 2015

Dear Members:

The Directors are pleased to present the 29th Annual Report of the Company together with its Audited Financial Statements for the year ended March 31,2015.

1. Financial Results

Particulars Rs.Lakhs

2014-15 2013-14

Gross Sales 271.55 467.76

Other Income 34.50 7.38

EBITDA (166.93) (591.28)

Interest and Financial charges 95.73 109.85

Depreciation 821.60 573.48

Profit/(Loss) before taxes (1084.26) (1274.61)

Provision for taxes 10.74 -

Profit / (Loss) carried to Balance Sheet (1095.00) (1274.61)

2. Company Performance

The Operational performance of the Company is discussed in detail under Management Analysis and Discussion Report.

3. Fixed Deposits:

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

4. Board of Directors:

The Board of directors has met five (5) times during the year on a quarterly basis to review and consider the quarterly financials of the Company and the meeting dates are provided in the Corporate Governance Report, Sri T R Seetharaman, Director retire by rotation and is eligible for reappointment.

5. Key Managerial persons:

The key managerial persons of the company presently are Sri Nalinikant Amartlal Rathod, Chairaman, Sri Tribhuvan Simh Rathod, Managing Director and M. Subba Rao Chief Financial Officer.

6. Internal Controls and Systems:

The company has an internal control system, commensurate with size and, scale and complexity of its operations

7. Details of significant Material orders:

No significant and material orders were passed by the regulations or courts or tribunals impacting the going concern status and future operation of the Company.

8. Independent Directors Declaration as per Section 149 of the Act:

The declarations received from the Independent Directors pursuant to the provisions of Section 149 of Companies Act, 2013, were taken on record by the Board

9. Auditors and Audit Report

M/s M.S Krishnaswami & Rajan, Chartered Accountants,(Firm Reg No.01554S), Who are statutory auditors of the company to hold office up to the forth coming Annual General Meeting and being eligible recommended for re-appointment as statutory auditors to hold office till conclusion of 30th Annual General Meeting.

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

Regarding the Qualiffcations/Comments of auditors in their report, the directors wish to state:

In order to make company's business viable, the company has drawn plans to merge Two associate companies (Athreya Finance Ltd and Bell Granito Ceramica Ltd) with the company. For this purpose a modified draft. Rehabilitation scheme has been submitted with BIFR for approval which is pending before BIFR.

Further in respect of qualiffcations/Comments of the auditor company has sought relief from BIFR in the modified draft rehabilitation scheme submitted. Once the approval of said Scheme is received all the qualiffcations/comments of auditors in their report get cleared.

The secretarial auditor in his report dated 24.7.15 has made certain remarks, for which the company is in the process of regularising the same.

10. Cost Audit:

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

11. Particulars of loan/guarantee or Investments by the Company:

The company has not made loans, guarantees and investments covered under section 186 of the companies Act, 2013.

12. Particulars of related party contracts and other arrangements under section 188 of the company:

All related party transactions that were entered into during the year under review were on arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013. Suitable disclosures as required under AS 18 have been made in notes to the ffnancial statements.

13. Whistle Blower Policy:

The company has a Whistle Blower policy to report genuine grievances. The Company promotes a favorable environment for employees to have an open access to the audit committee, Functional heads and Managing director so as to ensure ethical and fair conduct of the business of the company.

14. Remuneration and Nomination policy:

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

15. Board Evaluation:

Pursuant to the provisions of Companies Act, 2013, and clause 49 of the Listing Agreement, the performance evaluation of the Independent Directors was made. Performance evaluation of the chairman and the Non Independent directors was carried out by independent Directors. The Board expressed their satisfaction with the evaluation process.

16. Implementation of Risk Policy:

Pursuant to Clause 49 of the listing Agreement, the Company has framed a Risk Management Policy. This policy framework enables the company to identify and evaluate risks and opportunities.

This framework seeks to create transparency, minimize adverse impact on business objective and enhance the Companies competitive advantage.

17. Corporate Social Responsibility:

The company has incurred loss in the current year and past 3 years also. Hence the Corporate social responsibility is not applicable to the company.

18. Conservation of Energy, Technology Transfer and Foreign Exchange Earnings and Outgo:

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

19 RESERVES

During the year the Company has not transferred any amounts to General Reserves or any other reserves.

20. INFORMATION ABOUT SUBSIDIARY / JOINT VENTURES:

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

21.SHARE CAPITAL

The Authorised Share Capital of the Company as on date of Balance Sheet is Rs.100,00,00,000/- divided into 10,00,00,000 equity shares of Rs.10/- each

The paid up share capital of the company as on date of balance sheet is Rs.98,27,92,390/- divided into 9,82,79,239 equity shares of Rs.10/- each.

During the year under review, the company has neither increased the Authorised share capital nor allotted any equity shares

22. Option to all the directors to participate in Video conference.

Pursuant to Section 173(2) of the Companies Act, 2013, Company can hold Board Meeting through Video Conferencing. Ministry of Corporate Affairs also released a notification in this regard. These new rules enable the Directors sitting at place other than the venue decided by the Board of Directors to participate in the Meeting through Video Conferencing. Board of Directors has given option to all the Directors of the company, if interested, to participate in the Board Meeting through Video Conferencing by giving advance intimation to the Board.

23 Extract of Annual return:

The details forming part of the extract of the annual return in form MGT-9 as required under section 92 of the companies Act 2013 is included in this Report as Annexure-A and forms as integral part of this Report. 24.Secretarial Audit:

Pursuant to the provisions of section 204 of the companies act 2013 and rules made there under the company has appointed M/s A.S. Ramkumar & Associates, a firm of Practicing Company Secretaries (C.P No.9228) to undertake the Secretarial Audit of the company. The secretarial audit report is included as Annexure - B and forms an integral part of this report.

25. Directors' Responsibility Statement:

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors of the Company to the best of their knowledge and ability confirms that:-

i. In the preparation of the Annual accounts for the year ended 31st March 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. And applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as at 31st March 2015 and of the profit of the company for the year ended on that date;

iii. That 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 safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Annual Accounts have been prepared based on going concern basis.

v. That the Directors have laid down the Internal Financial controls to be followed by the company and that such internal Financial controls are adequate and operating efficiently and

vi. That the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

26. Human resources and industrial relations:

The relationships with employee have been fairly cordial.

27. Appreciation:

Your director's wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work and support your company's achievements would not have been possible. Your directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers and various State and Central Government Agencies. The Directors also take this opportunity to thank the shareholders for their continued confidence reposed in the Management of the company.

By Order of the Board of Directors

Sd/- Sd/-

Place: Singapore Nalinkant Amratlal Rathod T R Seetharaman Date: 24th July, 2015 (DIN 00272129) (DIN 02385221) Chairman Director

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 28th Annual Report of the Company together with its Audited State-ment of Profit & Loss for the year ended March 31,2014 and the Balance Sheet as on that date.

1. Financial Results

Rs.Lakhs

Particulars 2013-14 2012-13

Gross Sales 467.76 405.45

Other Income 7.38 20.94

EBITDA (591.28) (398.73)

Interest and Financial charges 109.85 105.04

Depreciation 573.48 574.03

Profit/(Loss) before taxes (1274.61) (1077.80)

Amortization - - Profit / (Loss) before tax (1274.61) (1077.80)

Provision for taxes - -

Profit / (Loss) carried to Balance Sheet (1274.61) (1077.80)

2. Company Performance

The Operational performance of the Company is discussed in detail under Management Analysis and Dis- cussion Report

3. Fixed Deposits:

The Company has not accepted any fixed deposits from the public.

4. Listing

The Equity share of your company is listed at Bombay Stock Exchange Limited (BSE). The Listing fees to the stock exchange and custodian fees of NSDL and CDSL have been paid by the Company for the finan- cial year 2014-15

5. Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the com- pany, Mr.Tribhuvan Simh Rathod and Mr. Nalinkant A Rathod, Directors, retire by rotation and are being eligible have offered themselves for reappointment.

The company has received declarations from all the independent Directors of the company conforming that they meet the criteria of independence as prescribed both under sub section (6) of section 149 of the Companies Act 2013 and under clause 49 of the listing agreement with the stock Exchanges.

6. Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors of the Company state:-

a. that in the preparation of the accounts for the financial year ended 31 March 2014, the applicable accounting standards have been followed along with proper explanation relating to material depar- tures.

b. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 March31,2014 and of the loss of the Company for that period.

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. that the Directors have prepared the accounts for the financial year ended 31 March 2014 on a going concern basis.

7. Auditors and Audit Report

M/s M.S Krishnaswami & Rajan, Chartered Accountants, Chennai, Statutory Auditors of the Company, hold office till the conclusion of the forthcoming AGM and is eligible for re-appointment. Pursuant to the provi-sions of Sec.139 of the Companies Act, 2013 and the rules framed there-under, it is proposed to re- appoint M/s.Krishnaswami & Rajan, Chartered Accountants, (Firm Registration No.01554S) as the Statutory Audi-tors of the Company from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.

Your company has received intimation to the effect that, proposed re-appointment, if made would be with- in the prescribed limit under Section 141 of the Companies Act 1956 and also in compliance with the requirements of the Listing Agreement regarding Peer Review. They have also confirmed their willingness to accept office, if re-appointed. The Board and Audit Committee recommend the re-appointment of M/s M.S Krishnaswami & Rajan, Chartered Accountants, Chennai, (FRN.01554S) as Statutory Auditors to hold office till conclusion of next Annual General Meeting.

The Members are requested to grant approval for the re-appointment of M.S Krishnaswami & Rajan, Char- tered Accountants, Chennai (FRN.01544S) as Statutory Auditors of the Company to hold office until the conclusion of the next Annual General Meeting of the Company and authorize the Board of Directors to fix their remuneration.

Regarding the qualifications/comments of Auditors in their report, the Directors wish to state:

(i) In order to make the Company''s business viable, the company has drawn plans to merge two associ-ate companies (Atreya Finance Pvt Ltd, and Bell Granito Ceramica Ltd) with the Company. For this purpose a modified draft rehabilitation scheme has been submitted to BIFR for approval.

(ii) the company had during the finalization of rehabilitation scheme by BIFR in 2002, effected a capital reduction aggregating Rs 754.44 lakhs and since that date the same has been held as a reserve primarily to finalize the impairment in fixed assets and for adjustment. Consequently and in terms of the BIFR Scheme, the Company would with the approval of BIFR adjust the identified impairment in fixed assets against the reserves earmarked for this purpose. The non-recognition of the impairment loss in the statement of Profit and Loss as required by Accounting Standard 28 should be viewed in the light of requirements of the BIFR Scheme.

(iii) As part of the merger plans and restructuring of operations, a separation scheme for workers at fac- tory was announced in the last quarter of the financial year 2014 and all the workers at the factory have opted to separate under the said scheme. All dues to the aforesaid separating employees have been fully settled. Details of staff/executives continuing in employment as required for actuarial valu- ation could not be obtained and therefore the management has estimated the liability for gratuity and compensated absences at the year end.

(iv) Steps are being initiated to update the fixed asset register

(v) Inventories could not be physically verified by the management at the year-end due to unforeseen circumstances. However our bankers have appointed stock auditor what has verified physical inven- tory during the year and no major differences have been observed between our books and physical stocks.

(vi) Action is being initiated for completion of arrears of Statutory dues including provident fund, ESI, TDS, TCS, sales tax, professional tax, etc.

(vii) The Company has negotiated with the bank as regards continuation of the working Capital loan and it is hopeful of getting the bank''s approval for the same.

(viii) The creation of charge in respect of the deep discount bonds will be completed expeditiously

8. Particulars of Employees and Industrial Relations:

The Information as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is NIL.

9. Energy conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars pursuant to the provisions of section 217(1)(e) of the Companies Act, 1956 read with the Com- panies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are given in the Annexure to this Directors report.

10. Corporate Governance Report, Management discussion & Analysis Report

As required by Clause 49 of the Listing Agreement with the Stock Exchange the report on Management Discussion and Analysis, Corporate Governance together with the Auditors'' Certificate on the compliance of Corporate Governance thereon are attached and form part of the Annual Report.

11. Companies Act, 2013

The Companies Act, 2013 has become effective from April 1, 2014 and the rules relating to the Act were made effective subsequently. As per the notification of the Ministry of Corporate Affairs regarding the appli- cability of companies Act,1956 in respect of Financial statements, Boards'' Report relating to period earlier than 1st April, 2014, the Board''s Report and the financial statements of the Company were prepared as per the Companies Act,1956.

12. Information for Shareholders:

Additional information pertaining to shareholders like Equity History, Shareholding Pattern, Price Movement in Stock Exchange, Corporate communication etc, is provided in this Annual Report.

13. Acknowledgement

Your Directors place on record their deep appreciation of the continued co-operation and support extended by financial institutions, bankers, suppliers, dealers, C & F Agents, customers, employees and various State and Central Government Agencies. The Directors also take this opportunity to thank the shareholders for their continued confidence reposed in the Management of the Company.

For and on behalf of the Board of Directors

Place: Chennai Tribhuvan Simh Rathod Date: 12th August, 2014 Managing Director

Mar 31, 2013

To the Members:

The Directors have pleasure in presenting the 27th Annual Report of the Company together with Audited Financial Statements for the year ended March 31,2013.

Financial Results:

Particulars Rs. Lakhs

2012-13 2011-12

Gross Sales 405.45 2404.31

Other Income 20.94 90.04

EBITDA (398.73) (66.93)

Interest and Financial charges 105.04 106.44

Depreciation 574.03 573.95

Profit/(Loss) before taxes (1077.80) (1297.32)

Amortization 50.25

Profit / (Loss) before tax (1077.80) (1347.57)

Provision for taxes

Profit / (Loss) carried to Balance Sheet (1077.80) (1347:57)

Company Performance

The Operational performance of the Company is discussed in detail under Management Analysis and Discussion Report *

Fixed Deposits:

The Company has not accepted any fixed deposits from the public within the meaning of section 58Aof the Companies Act, 1956. Necessary declarations have been filed by Managing Director with regard to Unsecured Loan advanced to the Company in terms of Sec.58A and the rules framed there under.

Energy conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars pursuant to the provisions of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are given in the Annexure to this Directors report.

Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company, Shri. N S Mani and Shri. N Gopalakrishnan, Directors, retire by rotation and being eligible have offered themselves for reappointment.

Directors'' Responsibility Statement: -

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors of the Company state:-

a. that in the preparation of the accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the Company for the year under review. " Â¦

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities. ''

d. that the Directors have prepared the accounts for the financial year ended 31st March 2013 on a ''going concern basis''.

Auditors and Audit Report

The Statutory Auditors M/s. M.S. Krishnaswami & Rajan, Chartered Accountants, Chennai, retire at the forthcoming Annual General Meeting and are eligible for reappointment.

Your company has received intimation to the effect that, proposed re-appointment, if made would be within the prescribed limit under Section ,224(1 B) of the Companies Act 1956 and also in compliance with the requirements of the Listing Agreement regarding Peer Review. They have - also confirmed their willingness to accept office, if re-appointed. The Board and Audit Committee recommend the re-appointment of M/s. M.S. Krishnaswami & Rajan, Chartered Accountants, Chennai, (FRN.01554S) as Statutory Auditors to hold office till conclusion of Next Annual General Meeting.

The Members are requested to re-appoint M/s. M.S. Krishnaswami & Rajan, Chartered Accountants, Chennai (FRN.01544S) as Statutory Auditors of the Company to hold office until the conclusion of the next Annual General Meeting of the Company and authorize the Board of Directors to fix their remuneration.

The Company has well established system of Internal Audit which carries out audit on Risk Management frame work which covers the entire gamut of financial, marketing, plant operations and other service functions

Regarding the comments of Auditors in their report, the Directors wish to state:

(i) the company had during the finalization of rehabilitation scheme by BIFR in 2002, effected a capital reduction aggregating Rs 754.44 lakhs and since that date the same has been held as a reserve primarily to finalize the erosion in net worth for adjustment. Consequently and in terms of the BIFR Scheme, the Company would with the approval of BIFR adjust the identified impairment in fixed assets against the reserves earmarked for this purpose. The non-recognition of the impairment loss in the statement of Profit and Loss as required by Accounting Standard 28 should be viewed in the light of requirements of the BIFR Scheme.

(ii) steps-are being initiated to update the fixed asset register now that the evaluation of impairment is complete. Similarly steps to improve internal audit function is also being initiated.

(iii) regarding arrears of Statutory dues including provident fund, Sales Tax etc a major portion has since been paid and balance will be remitted in due course.

(iv) Stock of stores & spares is verified with no material discrepancy.

(v) the creation of charge in respect of the Deep Discount Bonds will be completed expeditiously

Information for Shareholders:

Additional information pertaining to shareholders like Equity History, Shareholding Pattern, Price Movement in Stock Exchange, Corporate communication etc, is provided in this Annual Report.

Corporate Governance:

Pursuant to the provisions of the Listing Agreement with the Stock Exchange the report on Management Discussion and Analysis, Corporate''Governance together with the Auditors'' Certificate on the compliance of the conditions, of Corporate Governance form part of the Annual Report

Particulars of Employees and Industrial Relations:

The information as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is NIL.

As mentioned in our previous annual report during the year 2011 -12, the'' company was under lay off due to compulsory power cut in Andnra Pradesh. Subsequent to lay off workers have resorted to indiscipline and were stopping all dispatches from the company. This has lead the management of the company to declare lockout. Subsequently issues has been settled with workers and operations have been started during the second half of the year. At present production is running intermittently. ''

Acknowledgements:

Your Directors place on record their deep appreciation of the continued co-operation and support extended by financial institutions, bankers, suppliers, dealers, C & F Agents, customers, employees and various State and Central Government Agencies. The Directors also take this opportunity to thank the shareholders for their continued confidence reposed in the Management of the Company.

For and on behalf of the Board of Directors Sd/-

Place : Chennai Nalinkant Amratlal Rathod

Date: May 30, 2013 Chairman

Mar 31, 2012

The Directors have pleasure in presenting the 26th Annual Report of the Company together with Audited Statement of Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS

PARTICULARS (RS. IN LAKHS) 2011-2012 2010-2011

Gross Sales 2404.31 3163.14

Other Income 90.04 44.28

EBITDA (616.93) (898.84)

Interest and Financial charges 106.44 91.49

Depreciation 573.95 563.38

Profit/(Loss) before taxes (1297.32) (1553.71)

Amortization 50.25 119.30

Profit/(Loss) before tax (1347.57) (1673.01)

Provision for taxes - 1.20

Profit/(Loss) carried to Balance Sheet (1347.57) (1671.81)

The Operational performance of the Company is discussed in detail under Management Analysis and Discussion Report

Fixed Deposits:

The Company has not accepted any fixed deposits from the public within the meaning of section 58A of the Companies Act, 1956.

Energy conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars pursuant to the provisions of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are given in the Annexure to this Directors report.

Directors :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company, Mr. N. S. Ramachandran and Mr. T. R. Seetharaman, Directors, retire by rotation and- being eligible have offered themselves for reappointment.

Directors' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors of the Company state:-

a. that in the preparation of the accounts for the financial year ended 31st March 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the Company for the year under review.

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. that the Directors have prepared the accounts for the financial year ended 31st March 2012 on a 'going concern basis'.

Auditors and Audit Report

The Statutory Auditors M/s M.S Krishnaswami & Rajan, Chartered Accountants, Chennai, retire at the forthcoming Annual General Meeting and are eligible for reappointment.

Your company has received intimation to the effect that, proposed re-appointment, if made would be within the prescribed limit under Section 224(1B) of the Companies Act 1956 and also in compliance with the requirements of the Listing Agreement regarding Peer Review. They have also confirmed their willingness to accept office, if re-appointed. The Board and Audit Committee recommend the re-appointment of M/s M. S. Krishnaswami & Rajan, Chartered Accountants, Chennai, (FRN.01554S) as Statutory Auditors to hold office till conclusion of Next Annual General Meeting.

The Members are requested to re-appoint M. S. Krishnaswami & Rajan, Chartered Accountants, Chennai (FRN.01544S) as Statutory Auditors of the Company to hold office until the conclusion of the next Annual General Meeting of the Company and authorize the Board of Directors to fix their remuneration.

The Company has well established system of Internal Audit which carries out audit on Risk Management frame work which covers the entire gamut of financial, marketing, plant operations and other service functions

Regarding the comments of Auditors in their report, the Directors wish to state:

(i) The company had during the finalization of rehabilitation scheme by BIFR in 2002, effected a capital reduction aggregating Rs. 754.44 lakhs and since that date the same has been held as a reserve primarily to finalize the erosion in net worth for adjustment. The company would be approaching BIFR for its approval to utilize this reserve for identified impairment in fixed assets. Consequently it has been thought fit not to recognize this impairment in fixed assets aggregating Rs. 642.04 lakhs in the Statement of Profit and Loss and instead approach BIFR to utilize the reserves as explained above. The application to BIFR for this purpose would be filed shortly.

(ii) Steps are being initiated to update the fixed asset register now that the evaluation of impairment is complete. Similarly steps to improve internal audit function is also being initiated.

(iii) Regarding arrears of Statutory dues including provident fund, Sales Tax etc aggregating Rs. 34.98 Lakhs, a major portion has since been paid and balance will remitted in due course.

(iv) The creation of charge in respect of the Deep Discount Bonds will be completed expeditiously

Information for Shareholders:

Additional information pertaining to shareholders like Equity History, Shareholding Pattern, Price Movement in Stock Exchange, Corporate communication etc, is provided in this Annual Report.

Corporate Governance:

Pursuant to the provisions of the Listing Agreement with the Stock Exchange the report on Management Discussion and Analysis, Corporate Governance together with the Auditors' Certificate on the compliance of the conditions of Corporate Governance form part of the Annual Report

Particulars of Employees and Industrial Relations:

The information as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is NIL.

The Industrial relations with employees during the financial year was cordial. However subsequent to the end of the year, due to compulsory power shut down in Andhra Pradesh the company has announced lay off. Subsequent to the lay off workers have resorted to indiscipline and were stopping all dispatches from the Company. This had lead the management of the Company to declare lockout. However, discussions are continued to restart the company.

Acknowledgements:

Your Directors place on record their deep appreciation of the continued co-operation and support extended by financial institutions, bankers, suppliers, dealers, C & F Agents, customers, employees and various State and Central Government Agencies. The Directors also taken this opportunity to thank the shareholders for their continued confidence reposed in the Management of the Company.

For and on behalf of the Board of Directors

Nalinkant Amratlal Rathod Chairman

PLACE: Chennai DATE: May 29, 2012

Mar 31, 2010

The Directors present their 24th Annual Report together with the audited accounts of the Company for the year ended 31st March2010.

FINANCIAL RESULTS

The performance of the Company during the period under review is summarized below:-

PARTICULARS (RS.IN LAKHS)

2009-10 2008-09

Gross Sales 4727.67 3956.92

Other Income 19.89 39.50

EBITDA (75.94) (458.10)

Interest and Financial charges 93.77 96.48

Depreciation 545.22 296.02

Profit/(Loss) before taxes (714.94) (850.60)

Amortization 120.60 119.28

Profit / (Loss) before tax (835.54) (969.88)

Provision for taxes (337.26) 10.42

Profit / (Loss) carried to Balance (498.28) (980.30) Sheet

OPERATIONS

During the year under review, your Company has achieved a turnover of Rs4727.67 Lacs and EBITDA of (Rs 75.94Lacs) as against (Rs 458.10) Lacs in 2009-10.

Due to severe adverse effect of the economic slow down an amount of Rs.498.28 Lacs)loss was incurred during the year 2009-10 including an amount of Rsl20.60. Lacs amortized and after adjusting Rs.337.26 Lacs being Deffered Tax liability write back.

FUTURE OUTLOOK

In the present competitive market also the Company enjoys a brand image for its products. The Company is expecting a major increase in demand for its products with higher quality products coming from Line III. The Company also expects to stabilize its production and reach optimum capacity utilization during the year 2010-2011. Continuing R&D activity in the areas of new product development, quality improvement, optimization of product mix and cost reduction will benefit the Company in improved market share and profitability.

COST REDUCTION AND CONTROL

Your Company is continuously focusing its efforts towards cost reduction, through improvement in yields, procuring better quality & alternate inputs and expanding sources while controlling overhead costs.

RESEARCH & DEVELOPMENT

The R&D activities are undertaken in the areas of New Product Development, quality improvement, optimization of product mix and cost reduction.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the Rules framed there under.

DIRECTORS.

- Shri Tribhuvan Simh Rathod was reappointed as Managing Director of the Company at the Board Meeting held on 31st January 2010 for a period of Three years with effect from 1st April 2010 with a revision in the remuneration to be paid. His reappointment and payment of remuneration requires the ratification by members in the existing Annual General Meeting and necessary resolution for this purpose is proposed.

. Shri N Gopala Krishnan was appointed as an Additional Director of the Company with effect from 30th January 2010 and holds office till the date of the Annual General Meeting.

. Shri N S Mani was appointed as an Additional Director of the Company with effect from 30th January 2010 and holds office till the date of the Annual General Meeting.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Sri. N.S. Ramachandran and Sri. T.R. Seetharaman, Directors retires by rotation and being eligible offers themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed with no material departure there form;

ii. In order to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the Net Loss of the Company for the year ended on that date such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates have been made;

iii. Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken;

iv. The annual accounts presented to the members have been prepared on a going concern basis;

AUDITORS:

(i) M/s.M.S.Krishnaswami & Rajan, Chartered Accountants, Chennai, Statutory Auditors retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment pursuant to section 224 of the Companies Act, 1956. The Board recommends the re-appointment of M/s.M.S.Krishnaswami & Rajan, Chartered Accountants, Chennai, as statutory auditors to hold the office from the conclusion of the ensuring Annual General Meeting till the Conclusion of the Next Annual General Meeting on remuneration to be fixed by the Board of Directors.

(ii) Regarding the comments of the Auditors in their report, the Directors wish to state that;

(a) steps have been initiated to update the fixed asset register and show particulars of individual fixed assets.

(b) The internal control systems for purchase of inventory and sale of goods have since been streamlined and the entire exercise will culminate with the reconciliation of balances of suppliers / customers scheduled to be completed in the ensuring year.

(c) Statutory dues outstanding for more that six months and aggregating Rs.33.74, has been since remitted.

CORPORATE GOVERNANCE

Pursuant to the provisions of the Listing Agreement and the Companies Act, 1956, Report on Corporate Governance together with the Auditors Certificate on the compliance of the conditions of Corporate Governance are furnished as part of this Annual Report together with a Report on Management Discussion and Analysis prepared and annexed to the Directors Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings: Rs.51.38 Lakhs Foreign Exchange outgo : Rs.266.13 Lakhs PARTICULARS OF EMPLOYEES AND INDUSTRIAL RELATIONS The information as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is NIL.

The Industrial relations with employees continue to be cordial. Development of Human Resources is taken at all levels and necessary training is imparted towards improving the productivity, quality, cost control, safety and environment protection.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

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

ACKNOWLEDGEMENTS

Your Directors place on record their deep appreciation of the continued co-operation and support extended by the financial institution, bankers, suppliers, dealers, C & F Agents, customers, employees and various State and Central Government Agencies. The Directors also take this opportunity to thank the shareholders for the continued confidence reposed in the Management of the Company.

By Order of the Board

PLACE: Chennai Tribhuvan Simh Rathod

DATE: May 29,2010

Managing Director

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