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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 '14    « Mar 13
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
Source : Dion Global Solutions Limited
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