Restile Ceramics Directors Report, Restile Ceramic Reports by Directors

Restile Ceramics

BSE: 515085|ISIN: INE298E01022|SECTOR: Ceramics & Granite
Mar 24, 15:43
0.08 (1.59%)
VOLUME 2,817
Restile Ceramics is not listed on NSE
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Directors Report Year End : Mar '15    Mar 14
 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
 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.
 During the year the Company has not transferred any amounts to General
 Reserves or any other reserves.
 Your Company does not have any subsidiary or Joint Ventures nor is a
 subsidiary or Joint Venture to any other Company.
 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/-
 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
 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
 iv.  The Annual Accounts have been prepared based on going concern
 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
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