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Directors Report of Restile Ceramics Ltd.

Mar 31, 2016

The Directors are pleased to present the 30th 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 Company’s borrowings as at March 31, 2016 stood at Rs.3,365 lakhs as against Rs.2916 lakhs as at March 31, 2015.

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 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.

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. 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:

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 Company’s internal financial controls were adequate and effective during the financial year 2015-16.

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

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 Company’s 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, KMP and other employees, pursuant to the provisions of the Act and Clause 49 of the Listing Agreement.

The key principles governing the Company’s 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/Company’s operations and the Company’s 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/ Company’s operations and the Company’s 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 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 Company’s 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.

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 2015-16.

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 31th 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 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

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report on Management Discussion & Analysis, Corporate Governance as well as the Auditor’s 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 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

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 director’s 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 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: 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. " ¦

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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