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Restile Ceramics Directors Report, Restile Ceramic Reports by Directors
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Restile Ceramics
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Download Annual Report PDF Format 2014
Directors Report Year End : Mar '13    « Mar 12
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.   ¦
 
 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
Source : Dion Global Solutions Limited
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