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Murudeshwar Ceramics Ltd

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BSE Code : 515037 | NSE Symbol : MURUDCERA | ISIN : INE692B01014 | Industry : Ceramic Products |


Directors Reports

Dear Members,

The Board of Directors of your company have pleasure in presenting 41st (Forty First Annual Report) on the business and operations of your Company along with the audited standalone and consolidated financial statements for the financial year ended March 31, 2024.

Financial highlight/ results of the Company:

The financial highlight/ results on standalone and consolidated financial statements of the company during the year under review as under:

(Rs. in Lakhs)

Particulars Financial year 2023-24 Financial year 2022-23
Standalone Consolidated Standalone Consolidated
Revenue from Operations 18630.82 18630.82 17240.68 17240.68
Other Income 444.39 444.39 100.11 100.11
Total Income 19075.21 19075.21 17340.79 17340.79
Operational Expenditure 16528.85 16528.85 14832.88 14832.88
Increase/(Decrease) in stock (WIP) (906.38) (906.38) (675.27) (675.27)
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense 3452.74 3452.74 3183.18 3183.18
Less: Depreciation/ Amortisation/ Impairment 1200.02 1200.02 1109.70 1109.70
Profit /loss before Finance Costs, Exceptional items and Tax Expense 2252.72 2252.72 2073.48 2073.48
Less: Finance Costs 1103.82 1103.82 1336.41 1336.41
Profit/loss before Exceptional items and Tax Expense 1148.90 1148.90 737.07 737.07
Add/(less): Exceptional items - - - -
Profit /loss before Tax Expense 1148.90 1148.90 737.07 737.07
Tax Expense- 636.14 636.14 76.77 76.77
Profit /loss for the year (1) 512.76 512.76 660.30 660.30
Total Comprehensive Income/loss (2) (26.68) (26.68) (42.54) (42.54)
Total (1+2) 486.08 486.08 617.76 617.76
Profit/ loss of associate - 11.01 - 25.45
Total Comprehensive Income/loss 486.07 497.09 617.76 643.21
Earning per equity Share : Basic 0.84 0.86 1.08 1.13
: Diluted 0.80 0.82 1.03 1.07

Operational performance in segments:

Despite of difficult times and multiple challenges we reported a healthy performance. The revenue from operation has increased by 8.06% at Rs. 18,630.82 lakhs in compared to Rs. 17,240.68 lakhs of the previous year. The Company has earned profit of Rs.497.09 lakhs after taking into consideration of profit from its associate in compared to profit of Rs. 643.21 lakhs in the previous year.

Due to deferred tax provisions for the current year the profit has decreased by 21% in compared to previous year. High input costs, supply chain disruptions and economic uncertainty, significant escalations in raw material and energy Costs have also impacted the business profitability of tile industries.

The audited consolidated Balance Sheet as at 31st March, 2024, consolidated statement of Profit and Loss for the year ended as on that date together with the Notes and Reports of Auditors, Cash flow Statements, Management Discussion and Analysis Report forms part of the Annual Report. The financial figures have been regrouped, wherever required, if any, in line with disclosure requirements under Schedule III of the Act. The Company has complied with the applicable provisions of the Companies Act, 2013 (the Act) and the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements), Regulations, 2015 (‘the Listing Regulations') in preparation of Standalone and Consolidated financial statements.

The impact of Geopolitical tension:

The global economy has affected by geopolitical events both directly and indirectly through financial, trade and commodity price channels, increased restrictions due to tensions between countries has disrupted trade flows and cause supply chain problems even in third-party countries. Restrictions has also affected commodity prices and lead to shortages of key resources such as oil and gas, affecting industrial production worldwide.

Capital expenditure:

During the year under review your company has incurred a capital expenditure of Rs. 7745.42 lakhs which comprises of Rs. 6858.53 lakhs in in Plant and Machinery, Rs. 2.73 lakhs in Computers, Rs. 26.26 lakhs in Office Equipment, Rs. 1.30 lakhs in Furniture & Fixtures, Rs. 4.00 lakhs in vehicles, Rs. 13.87 Leasehold improvements and Rs. 160.00 lakhs in Right to use.

Liquidity:

The Company maintains sufficient cash to meet the Company's business requirements and also to cover financial and business risks and to support future growth. The principal sources of liquidity of your Company consist of cash and cash equivalents and the cash flow that we generate from our business operations. For the financial year ended March 31, 2024 your company has Rs.1439.01 lakhs in account of cash and cash equivalents.

Basic EPS:

The Basic Earnings per Share has decreased from 1.08 of previous year to 0.84 on Standalone basis and from 1.13 of previous year to 0.86 on Consolidated basis for the financial year 2023-24.

Dividend:

Based on the Company's performance, the Board of Directors of your Company recommends a dividend of Rs.0.50 per equity share (5%) of Rs.10 each, subject to the approval of the Members in ensuing AGM for the financial year 2023-24.

In terms of the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961. For more details, please refer to note 27 in the notice portion.

Unclaimed or unpaid dividends as of March 2024:

Details of outstanding and unclaimed dividends previously declared and paid by the Company are given as under: .

Sl. No. No. of shareholder Amount of unpaid dividend as of 31.03.2024
1 1962 2,85,359.50

The details of the above are provided on the website of the Company at www.naveentile.com.

Transfer to Investor Education and Protection Fund:

As per the applicable provisions of the Companies Act 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules 2016 (‘the Rules'), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after completion of seven years and the shares in respect of which dividend has not been paid or claimed by the members for seven consecutive years\ or more shall also be transferred to the Demat account created by IEPF Authority. However, during the financial year 2023-24 under review no amount of unpaid or unclaimed dividend is pending for seven consecutive years or more.

Brief description of the company's working during the year/ the state of company's affair prospects/ material changes and commitments affecting financial position between the end of the financial year and date of the report:

The Board, at its meeting held on February 14, 2024, has allotted 2850000 equity shares by conversion of equal number of warrants, convertible into equity shares to promoters' group. The details of which has been given under the head of Share Capital of this report.

There have been no other material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

Marketing strategy:

Promoting tiles effectively requires a mix of traditional and modern marketing strategies to reach both professional buyers (like architects and contractors) and end consumers. Here are some sales promotional activities Naveen Tiles has taken up in the last year:

Trade Shows and Exhibitions:

> Participate in Industry Trade Shows: Set up booths to showcase your latest tile designs and innovations. Offer live demonstrations of installations.

> Host Exclusive Events: Organize private events for architects, interior designers, and contractors to showcase new products. Product Samples and Mock-ups:

> Free Samples: Offer free samples to potential customers so they can see and feel the quality of your tiles.

> Sample Kits for Professionals: Provide sample kits to architects and interior designers for use in client presentations.

> Showrooms: Create stunning showrooms or experience centres where customers can see tiles installed in different settings.

> Online Marketing

> Website and E-Commerce: Maintain an attractive, user-friendly website with a comprehensive catalogue and e-commerce functionality.

> Social Media Campaigns: Use platforms like Instagram, Facebook, and Pinterest to showcase your tiles in real-life installations and home improvement projects.

> SEO and Content Marketing: Develop a blog with content on tile trends, installation tips, and home decor ideas to attract organic traffic.

Discounts and Offers:

> Seasonal Sales: Offer discounts during peak renovation seasons (spring and summer).

> Volume Discounts: Provide discounts for bulk purchases to attract contractors and large projects.

> Loyalty Programs: Implement loyalty programs for repeat customers and frequent buyers.

Partnerships and Collaborations:

> Collaborate with Interior Designers: Partner with interior designers and decorators to recommend your tiles to their clients.

> Builder Partnerships: Form partnerships with builders and contractors to use your tiles in new construction projects.

Advertising:

> Local Advertising: Use local newspapers, magazines, and radio to reach homeowners in your area.

> Online Ads: Invest in Google Ads and social media ads to target homeowners and professionals looking for tiles.

> Home Improvement Shows: Sponsor or advertise on home improvement TV shows and YouTube channels.

Educational Workshops and Webinars:

> Workshops for Installers: Offer training workshops for tile installers to familiarize them with your products.

> Webinars for Professionals: Conduct webinars for architects and interior designers on the latest trends and technologies in tiles.

Customer Testimonials and Case Studies:

> Showcase Customer Projects: Highlight customer projects on your website and social media.

> Video Testimonials: Create video testimonials from satisfied customers and industry professionals.

Point-of-Sale Promotions:

> In-Store Displays: Use eye-catching displays in retail stores to highlight new and popular products.

> Promotional Materials: Provide brochures, catalogues, and swatches to retail partners.

Corporate Social Responsibility (CSR):

> Eco-Friendly Products: Promote any eco-friendly tiles and sustainable practices to appeal to environmentally conscious consumers.

> Community Projects: Engage in community improvement projects where your tiles are used, showcasing your commitment to giving back.

Implementing a mix of these strategies can help increase brand visibility, attract new customers, and drive sales for a tiles company. Research and development (R & D):

The Research & Development wing of the Company harness the powers of cutting-edge technology to deliver something that enhances its customers' comfort life. Every new product developed here is stringently checked for its quality, right from the raw material stage itself to meet international standards and certification requirements. R & D wing of the Company ensure that what you get is fit for today and ready for tomorrow.

Disclosures relating to Subsidiaries, Associates and Joint Ventures:

RNS Power Limited is an Associate company of your company in terms of section 2(6) of the companies Act, 2013. A statement containing the salient features of the financial statements of the Company's Associates is annexed in the prescribed format of Form AOC-1 in Annexure - 1.

Transfer to reserves:

The Board of Directors of your company has decided not to transfer any amount to the reserves out of the amount available for appropriation.

Change in the nature of business if any:

There is no change in the nature of the business of the Company during the year under review.

Risk management:

The Risk Management Team of the company ensures that the Company has appropriate and effective risk management systems which carries out risk identification, assessment and ensures that risk mitigation plans are in place. The Company has written Risk Management Policy in terms of provisions of Section 134(3) (n) of the Companies Act, 2013, and the policy has been placed on the Company's website at www.naveentile.com also. The Audit Committee of the company has additional oversight in the area of financial risks and controls.

Board diversity:

During the year under review, your company have an appropriate mix of executive, non-executive, women and independent directors to maintain the independence of the Board and separate its functions of governance and management. The Board had nine members, two of whom are executive directors, two of whom are non-executive and non-independent directors and five are independent directors. One of the independent directors of the Board is a woman as of March 31, 2024,

Appointment or reappointment of directors and key managerial personnel:

Shri Sunil Rama Shetty (00037572), Director of the Company, who is liable to retire by rotation based on his appointment terms, I offered himself for re-appointment at the ensuing Annual General Meeting (‘AGM'). The Board recommends for his re-appointments in the ensuing Annual General Meeting.

Shri Ravindra Bhandary (07646192): The Board of Directors at its meeting held on 14.02.2024 has appointed Shri Ravindra I Bhandary as an additional Director in the capacity of Independent Director and thereafter, the Company has obtained members' approval on 23.03.2024 by way of postal ballot for appointment of Shri Ravindra Bhandary as an Independent Director.

Shri Sathya Murthy Padaki (08276537): Shri Sathya Murthy Padaki has resigned from the post of Independent Director w.e.f. 06.08.2023 due to his personal reason and old age.

In terms of Section 203 of the said Act, the Key Managerial Personnel of your Company are Shri Satish Rama Shetty - Chairman & Managing Director; Shri Karan Satish Shetty - Whole Time Director; Shri Narayan Manjunath Hegde - Chief Financial Officer; and Shri Ashok Kumar - Company Secretary

Declaration by Independent Directors:

All the Independent Directors has submitted their confirmation confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Regulations 25 ofthe SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015.

The Company has received Disclosure of Interest in form MBP-1 as per section 184 of the act and intimation by all the Directors for qualification to continue their directorship in form DIR-8 Pursuant to Section 164(2) and rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

Evaluation of the Board's performance:

In terms of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, its Committees and the Directors including the Chairman which include criteria for performance evaluation of the non-executive directors and executive director. In a separate meeting of independent Directors, performance of non-independent directors and the board as a whole was evaluated. Performance evaluation of Independent Directors was done by the entire Board, excluding the independent Director being evaluated.

Human Resources Development:

Human resource development (HRD) refers to the organization's plan to help employees develop their abilities, skills, and knowledge. The Company is providing appropriate training and guidance to its employees from time to time for reskill them and making them for more valuable for the Company. The focus of human resources development at your company is to ensure that we enable each and every employee to navigate the next, not just for clients, but also for themselves.

Particulars of Employees and 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 appended hereto and forms part of this Report as Annexure-2. The information required under Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in the Annexure forming part of this Report. The total numbers of employees during the year under review were 302.

Number of meetings of the Board of Directors:

During the year under review, four Board Meetings were held. For further details, please refer to Report on Corporate Governance. Committees of the Board:

The following Committees constituted by the Board and function according to their respective roles and defined scopes:

> Audit Committee of Directors

> Nomination and Remuneration Committee of Directors

> Stakeholders Grievance Committee of Directors

> CSR Committee of Directors

> Executive Committee of Directors

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance section.

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo:

The information required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013, is appended hereto and forms part of this Report as Annexure-3.

Remuneration policy for the directors, key managerial personnel and other employees:

In terms of the provisions of Section 178(3) of the Companies Act, 2013 and SEBI (LODR) Regulation 2015, the Board has adopted the Policy on Board Diversity and Remuneration Policy for Directors, Key Managerial Personnel, and other employees of the Company.

The Nomination and Remuneration Committee (NRC) is responsible for formulating the criteria for determining qualification, positive attributes, recommendation for appointment of KMPs and Directors to the Board and also independence of a director. The NRC is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. The copy of the policy is available on the company website at www.naveentile.com.

Particulars of contracts or arrangements with related parties referred to section 188 of the Companies Act, 2013 (the Act):

All transactions entered with related parties were approved by the Audit Committee and all related party transactions, that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is given in Annexure-4.

Corporate Social Responsibility (CSR):

Your Company has duly constituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors and also has formulated a CSR Policy in terms of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, indicating the activities to be undertaken by the Company. The constitution of CSR Committee is disclosed in Corporate Governance Report. The CSR policy may be accessed on the Company's website at www.naveentile.com. The Statement of CSR for the financial year 2023-24 has been appended hereto and forms part of this Report as Annexure-5.

Deposits:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 for the financial year ended March 31, 2024.

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:

During the year under review no orders were passed by any Courts or Tribunals impacting the going concern status and company's operations in future.

The detail of application made/ proceeding pending under the Insolvency and Bankruptcy Code, 2016.

The Company has not filed any application during the year under review and no proceeding is pending under the Insolvency & Bankruptcy Code, 2016 (IBC) as at March 31, 2024.

The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

During the financial year 2023-24 under review no such events occurred.

Loans, securities or investments:

During the year under review the Company has not provided any Loans, guarantees and securities under section 186 of the Companies Act, 2013 except previous guarantee, provided jointly with other guarantors to the extent of Rs. 350.00 crores as per limit approved by the members of the Company, in favour of lenders on behalf of RNS Infrastructure Limited, a Group company of the Company and the details of investments and loans if any, are provided in the schedules to the financial statements.

Credit Ratings:

During the year under review, ratings on the Bank facilities including Long Term and Short-Term Loans of your Company by CRISIL is as under:

Total Bank Loan Facilities Rated Rs. 117.85 Crore
Long Term Rating CRISIL BB-/ Stable (Upgraded from CRISIL B+/Stable)
Short Term Rating CRISIL A4+ (Upgraded from CRISIL A4)

Annual Return and the web address:

In terms of Section 92(3) and section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2024 is available on the Company's website on https://www. naveentile.com/investor-relation.

Statutory Auditors:

M/s. K.G. Rao & Co, (Firm Registration No. 010463S), having office at No. #15, First Floor, 3rd Cross, Sampige Road, Malleshwaram, Bangalore - 560 003 was appointed as the Statutory Auditors of the Company for the period of five consecutive years, who holds office till the conclusion of this annual general meeting for the financial year 2023-24 in terms of the section 139(1) of the Companies Act, 2013.

After approval of the Audit Committee of the Company, the Board of directors recommends to the shareholders to appoint M/s. K.G. Rao & Co, (Firm Registration No. 010463S) as the statutory auditor of the Company for further period of five consecutive years from the conclusion of this 41st Annual General Meeting till the conclusion of the 46th Annual General Meeting to be held in the financial year 2029-30 in terms of the section 139(1) of the Companies Act, 2013.

Further, the company has received a written consent and eligibility letter from M/s. K.G. Rao & Co, (Firm Registration No. 010463S), and they have also confirmed that their reappointment is in accordance with the provisions of Section 141 of the Companies Act, 2013 and rules made thereunder.

Further, pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof), pursuant to the recommendations of the Audit Committee of the Board of Directors, the Board of Directors be and is hereby authorised to review and fix the remuneration payable to them for the financial year ending March 31, 2025, as may be determined by the Audit Committee in consultation with the Auditors

Auditor's Report:

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. No qualification, adverse remarks or disclaimer have been made by the Statutory Auditors with regard to the financial statements for the financial year 2023-24.

Indian Accounting Standards:

The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS), the provisions of the Companies Act, 2013 and guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Your Company has been adopted "IndAS" since April 01, 2017.

Secretarial Auditor and report:

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Swati R Hegde, Practicing Company Secretary to undertake the secretarial audit of the Company for the financial year 2023-24. The Secretarial Audit Report is appended hereto and forms part of this Report as Annexure-6.

Secretarial Standards:

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India from time to time.

Cost records and cost audit:

During the year under review, the maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

Internal Auditors:

Your company appoints M/s. S B Shetty & Co., (Firm Registration No. 003824S), having office at No 1, 2nd Floor, Time Square, Opp: Kadasiddheswar Arts College, Vidyanagar, Hubballi - 580031, as the Internal Auditor of your company every year and at present M/s. S B Shetty & Co. is the Internal Auditors of your Company.

Political Contribution:

Your Company has not made any political contribution to any political parties during the financial year 2023-24 under review. Certificate pursuant to clause 10 of schedule v of SEBI (LODR), Reg, 2015:

None of the Directors of the Company has been debarred or disqualified from being appointed or continuing as director of Companies by the SEBI/ Ministry of Corporate Affairs or any such other statutory authority. Your Company has obtained a certificate from

Practicing Company Secretary in terms of sub clause (i) of clause 10 of Part C of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, with respect to disclosure/ declaration/ representation received from the directors and taken on record by the Board of Directors, as on March 31, 2024. The above said Certificate is appended hereto and forms part of this report as Annexure-7.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report pertaining to industry structure and developments, opportunities and threats, segment- wise performance, outlook, risks and concerns, internal control systems and adequacy, discussion on financial and operational performance for the financial year 2023-24 forming part of this report, has been given under separate section in this Annual Report in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws.

Corporate Governance:

In terms of Regulation 27 and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and relevant sections of the Companies Act, 2013 the Corporate Governance Report has been included in the Annual Report. The Compliance Certificate from the auditors regarding compliance of conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 from the period 01.04.2023 to 31.03.2024 is annexed with this report.

Policies:

Your Company has written policies as require under the CompaniesAct, 2013 and rules made thereunder and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. All the Policies may be accessed on the website of the Company at www.naveentile.com.

Vigil Mechanism/ Whistle Blower Policy:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013, the Company has a written Vigil Mechanism/ Whistle Blower Policy which may be accessed at www.naveentile.com. The vigil mechanism was established for all its directors, employees, business associates including customers to approach the Chairman of the Audit Committee to make protective disclosures about the unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct.

Prevention of Sexual Harassment of Women at Workplace Policy:

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee and has taken appropriate action for the safeguard of its employees in terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act') and Rules made thereunder. The Company has zero tolerance policy for sexual harassment at workplace.

Details of Adequacy of Internal Financial Control:

In terms of Sec.134 (5)(c) of the Companies Act, 2013 the Company has an Internal Financial Controls framework which commensurate with the size, scale, and complexity of the Company's operations. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial control for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information Internal Audit is carried out by external auditors and periodically covers all areas of business.

Familiarisation Program:

In terms of regulations 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the company has conducted a program which inter alia includes various presentation given by the practicing professionals, business heads and KMPs of the Company with a view to familiarize the Independent Directors with the company's operations.

Share Capital:

During the year under review the company has allotted 2850000 equity shares by conversion of equal number of warrants at the Board meeting held on 14.02.2024 to promoter's Group.

Thus, Authorised share capital remains the same of Rs. 7162.00 Lakhs and the Paid-up Equity Share Capital has been increased from Rs. 5769.53 lakhs to Rs. 6054.53.

Preferential allotment of Equity Shares on conversion of Share Warrants to the promoters' group:

During the year under review the company has allotted 2850000 equity shares by conversion of equal number of warrants at the Board meeting held on 14.02.2024 as under:

Name of Allottees (Promoters Group) Equity Share allotted on conversion of warrants. (FY: 2023-24) Face Value (In Rs.) Issue Price (In Rs.) Total Money Raised (Rs. in crore)
Murudeshwar Power Corporation Private Limited 2137500 Share Warrants 10.00 47.00 10.05
RNS Infrastructure Limited 712500 Share Warrants 10.00 47.00 03.35

Utilisation of Funds raised through Preferential allotment:

Pursuant to Regulation 32 of the Listing Regulations, utilisation of fund raised through Preferential allotment is as under:

Particulars Date of Allotment Amount raised Purpose of utilisation fund Date of utilisation
Preferential allotment of equity shares 14.02.2024 13.40 For Expansion Plan 31.03.2024

Prevention of Insider Trading:

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has made a Code of practices and procedures for fair disclosure of unpublished price sensitive information and prevention of insider trading and to govern the fair disclosure of unpublished price sensitive information and to attain equality of access to such information with a view to regulate trading in securities by the Directors and designated employees of the Company. All Directors and the designated employees have confirmed compliance with the Code.

Further, in terms of regulation 3(5) and 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations), the Company has purchased a software for recording of Name, PAN and email id etc. of the person to whom Unpublished Price Sensitive Information is shared for genuine purpose.

Directors' Responsibility Statement:

In terms of framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, secretarial auditors and external consultants 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 2023-24.

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

b. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements 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 and of the profit of the Company for that period;

c. They have taken proper and sufficient care to the best of their knowledge and ability for the 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;

d. They have prepared the annual accounts on a going concern basis;

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

f. 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 financial controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information

Appreciation and acknowledgement:

Your directors take this opportunity to extend their deep sense of gratitude to the Banks, Central and State Governments and their departments and the Local Authorities for their continued support and employees at all levels for their hard work, dedication and commitment and as well to our esteemed shareholders. Your directors would also like to record appreciation for the support and cooperation, your Company has been receiving from its suppliers, dealers, business partners and others associated with the Company. We are deeply grateful for the confidence and faith that you have always reposed in us.

By order of the Board By order of the Board
For Murudeshwar Ceramics Limited For Murudeshwar Ceramics Limited
Sd/- Sd/-
Satish Rama Shetty Naveen Rama Shetty
Chairman & Managing Director Director
DIN:00037526 DIN:00058779
Place: Bengaluru
Date: 31.07.2024