Dear Members,
The Board of Directors of your company have pleasure in presenting
40' (Fortieth Annual Report) on the business and operations of your
Company along with the audited financial statements for the financial year ended March
31, 2023.
Financial highlight/ results of the Company:
The Board's Report shall be prepared based on the standalone and
consolidated financial statements of the company.
(Rs. in Lakhs)
Particulars |
Financial year
2022-23 |
Financial year
2021-22 |
Standalone |
Consolidated |
Standalone |
Consolidated |
Revenue from Operations |
17240.68 |
17240.58 |
12291.63 |
12291.63 |
Other Income |
100.11 |
100.11 |
141.58 |
141.58 |
Total Income |
17340.79 |
17340.79 |
12433.21 |
12433.21 |
Operational Expenditure |
14832.88 |
14832.88 |
10276.00 |
10276.00 |
Increase/(Decrease) in stock
(WIP) |
(675.27) |
(675.27) |
(572.14) |
(572.14) |
Proflt/loss before
Depreciation, Finance Costs, Exceptional items and Tax Expense |
3183.18 |
3183.18 |
2729.35 |
2729.35 |
Less: Depreciation/
Amortisation/ Impairment |
1109.70 |
1109.70 |
1027.52 |
1027.52 |
Profit /loss before Finance
Costs, Exceptional items and Tax Expense |
2073.48 |
2073.48 |
1701.83 |
1701.83 |
Less: Finance Costs |
1336.41 |
1336.41 |
1329.75 |
1329.75 |
Profit /loss before
Exceptional items and Tax Expense |
737.07 |
737.07 |
372.08 |
372.08 |
Add/(less): Exceptional items |
- |
- |
- |
- |
Profit /loss before Tax
Expense |
737.07 |
737.07 |
372.08 |
372.08 |
Less: Tax Expense-
Current Tax
Prior Period Tax
Deferred Tax
MAT Credit Entitlement (reversed) |
120.83
76.77
120.83 |
120.83
76.77
120.83 |
157.38 |
157.38 |
Profit /loss for the year (1) |
660.30 |
660.30 |
214.70 |
214.70 |
Total Comprehensive
Income/loss (2) |
(42.54) |
(42.54) |
56.65 |
56.65 |
Total (1+2) |
617.76 |
617.76 |
271.35 |
271.35 |
Profit/loss of associate
(RNS Power Ltd.) |
- |
25.45 |
- |
(48.95) |
Total Comprehensive
Income/loss |
617.76 |
643.21 |
271.35 |
222.40 |
Earning per equity Share :
Basic |
1.08 |
1.13 |
0.49 |
0.40 |
: Diluted |
1.03 |
1.07 |
0.47 |
0.39 |
Operational performance in segments:
Despite of multiple challenges viz., high input costs, supply chain
disruptions and economic uncertainty, significant escalations in raw material and energy
Costs; your company has performed during the year under review as under:
Consolidated: the sale of products has increased by 41.41% at Rs.
11530.14 lakhs in compared to Rs. 8224.24 lakhs of the previous year and sale of services
has marginally increased by 37.78% at Rs. 5585.98 lakhs in compare to Rs. 4054.22 Lakhs of
the previous year. Therefore, the company has increased its overall sale by 40.25% at Rs.
17240.58 Lakhs in compare to Rs. 12291.63 lakhs of previous year.
Consequence to the above increase and decrease in sales of the products
and services, the Company has earned profit of Rs.543.21 lakhs after taking in to
consideration of profit from its associate in compared to profit of Rs. 222.40 lakhs in
the previous year
Standalone: the sale of products has increased by 41.41% at Rs.
11630.14 lakhs in compared to Rs. 8224.24 lakhs of the previous year and sale of services
has marginally increased by 37.78% at Rs. 5585.98 lakhs in compare to Rs. 4054.22 Lakhs of
the previous year. Therefore, the company has increased its overall sale by 40.26% at Rs.
17240.68 Lakhs in compare to Rs. 12291.63 lakhs of previous year.
Consequence to the above increase and decrease in sales of the products
and services, the Company has earned profit of Rs.517,75 lakhs in compared to profit of
Rs, 27135 lakhs in the previous year
The audited consolidated Balance Sheet as at 31st March, 2023,
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 covid-19 pandemic:
The economic impact of Covid-19 was an incomparable, global public
health emergency that has affected almost every industry, and the long-term effects are
projected to impact the industry growth for next two to three years. The pandemic
presented us with a situation where the Company has to ensure continuity in the supply of
tiles to our valued customers while ensuring the safety and well-being of all our
employees working in branches and offices at locations across the country.
Capital expenditure:
During the year under review your company has incurred a capital
expenditure of Rs. 1010.84 lakhs which comprises of Rs. 138.02 lakhs in in Plant and
Machinery, Rs. 4.42 lakhs in Computers, Rs. 31.81 lakhs in Office Equipment, Rs. 3.95
lakhs in Furniture & Fixtures, Rs. 703.51 lakhs in vehicles and Rs. 129.02 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 31,2023 your company has Rs. 173.79 lakhs in account of cash
and cash equivalents.
Basic EPS:
The Basic Earnings per Share has increased/ improved from 0.49 of
previous year to 1.08 on Standalone basis and from 0.40 of previous year to 1.13 on
Consolidated basis for the financial year 2022-23.
Dividend:
Based on the Company's performance, the Board of Directors of your
Company recommend a dividend of Rs.0.50 per equity share (5%) of Rs. 10 each, subject to
the approval of the Members for the financial year 2022-23.
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 presented rates as per the Income-tax
Act, 1951. For more details, please refer to note 25 in the notice portion.
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:
During the year under review, the company has increased the production
capacity of "Vitrified tiles at Sira plant by 8,000 sq. mtrs. per day and increase
the production capacity of Ceramic 'Wall tile at Karaikal plant by 3,000 sq. mtrs. per
day.
The Board, at its meeting held on May, 30, 2022, has allotted 2747389
equity shares by conversion of equal number of warrants, convertible into equity shares
and further the Board at its meeting held on December 16, 2022, has allotted 2850000
warrants convertible into equal number of 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:
We are following the Four R's of B2B Sales in Response to our
valued customers' demand as under:
^ Respond: Support customers' immediate needs such as product
and pricing Shift to digital communications and remote channels. Arm teams with
remote-selling tools.
> Refiect: Track pipeline orders and deal risks. Review sales
teams and make necessary tweaks, scan competitive landscape to look for opportunities. Cut
down on all non-essential costs.
>> Reiinagine: Digitize got to market strategy, digitize lead
building and management, update our offering and pricing. Data Analysis for better
business development. Track emerging trends.
>? Rebound: Scale digital sales and inside sales, online
meetings with key decision makers and architects, personalise account engagement with
joint marketing and sales tactics. Optimising supply chain to reduce costs.
Research and development (R & D):
The Research & Development wing of the Company is always trying to
give new look and design of company's products to meet valued customers' demand
and to meet international standards and certification requirements and has successfully
developed new varieties of tiles with improved body matrix, quality and cost-effective
product range.
Disclosures relating to Subsidiaries, Associates and Joint Ventures:
During the year under review, 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 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 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 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 31,2023,
Appointment or reappointment of directors and key managerial personnel:
Shri Naveen Rama Shetty (00058779), Director of the Company, who is
liable to retire by rotation based on his appointment terms, offered themselves for
re-appomtment at the ensuing Annual General Meeting (AGM'). The Board
recommends for his reappointments in the ensuing Annual General Meeting.
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:
The Company has received Disclosure of Interest inform 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 154(2) and rule 14(1) of Companies
(Appointment and Qualification of Directors) Rules, 2014. All the Independent Directors
has submitted their confirmation confirming that they meet the criteria of independence as
prescribed under the Companies Act, 2013 and Regulations25 of the SEBI (Listing
Obligations Disclosure Requirements) Regulations, 2015.
Evaluation of the Board's performance:
The Board has carried out an annual performance evaluation of its own
performance, its Committees and the Directors including the Chairman which include cnteria
for performance evaluation of the non-executive directors and executive director in terms
of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. 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:
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. 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.
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 295.
Number of meetings of the Board of Directors:
During the year under review, six (6) Board Meetings were held. For
further details, please refer to Report on Corporate Governance. Committees of the
Board:
The following substantive 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.
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 pohcy 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 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 Board has adopted the Policy on Board Diversity and Remuneration Policy for
Directors, Key Managerial Personnel and other employees of the Company. 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):
During the year under review, all transactions entered into 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 2022-23 has been
appended hereto and forms part of this Report as Annexure-5.
Deposits:
During the year under review, 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.
Details of signiilcant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and company's operations in
future:
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, 2023.
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 2022-23 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 185 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 Terni 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-r/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, 2023 is available on the Company's website on httDs://www,
naveentile.com/investor-relation.
Statutory Auditors:
M/s. K.G. Rao & CO, (Firm Registration No. 010453S), having office
at No. #15, First Floor, 3rd Cross, Sampige Road, Malleshwaram, Bangalore - 560 003, is
the present Statutory Auditors of the Company for a period of five years w.e.f September
28, 2019.
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 forthe financial year2022-23.
Indian Accounting Standards:
Your Company has been adopted "IndAS" since April 01, 2017.
The financial statements have been prepared in accordance with Indian Accounting Standards
(IndAS), the provisions of the Companies Act, 2013 (to the extent notified) and guidelines
issued by SEBI. The IndAS 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, 2015.
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. 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: Kadasiddeshwar Arts College,
Vidyanagar, ffubballi - 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 2022-23 under review. Certificate pursuant to clause
10 of schedule v of SEBI (LODR), Reg, 2015:
Your Company has obtained 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, 2023, 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. The above said Certificate is appended hereto and forms part of this
report as Annexure-7.
Management Discussion and Analysis Report:
In terms of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and other applicable laws, 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 2022-23 forming
part of this report, has been given under separate section in this Annual Report.
Corporate Governance:
Report on Corporate Governance has been included in the Annual Report
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 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 01.04.2022 to 31.03.2023 is annexed with
this report.
Policies:
During the year under review your Company has written policies as
require under the CompaniesAct, 2013 and rules made there under 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:
In terms of Section 177(9) of the CompaniesAct, 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 PoUcy:
As per the requirement of The Sexual Harassment ofWomen at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (Act') and Rules made
there-under, your Company has complied with provisions relating to the constitution of
Internal Complaints Committee and has taken appropriate action for the safe guard of its
employees. The Company has zero tolerance for sexual harassment at workplace.
Details of Adequacy of Internal Financial Control:
The Company has an Internal Financial Controls framework which
commensurate with the size, scale, and complexity of the Company's operations in
terms of Sec. 134 (5)(c) of the CompaniesAct, 2013. In addition, there are operational
controls and fraud nsk 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
ofthe accounting records and the timely preparation of reliable financial information
InternalAudit is carried out by external auditors and periodically covers all areas of
business.
Familiarisation Program:
The company has conducted a program which inter alia includes various
presentation given by the practicing professionals, business heads and KMPs of the Company
in terms of regulations 25(7) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with a view to familiarize the Independent Directors with
the company's operations.
Preferential allotment of Equity Shares on conversion of Share Warrants
and allotment of Warrants to the promoters' group:
During the year under review the company has allotted 2747389 equity
shares by conversion of equal number of warrants at the Board meeting held on 30.05.2022
to Murudeshwar Power Corporation Private Limited. Further, the company has allotted
2850000 warrants convertible into equal number of equity shares at the Board meeting held
on 16.12.2022 in terms of approval given by the members of the company by postal ballot on
07.12.2022, as under:
Name of Allottees (Promoters
Group) |
Share Warrants to be
converted in to Equity Shares (FY: 2023-24) |
Face Value (InRs.) |
Issue Price (In Rs.) |
Upfront Money received* |
Murudeshwar Power Corporation
Private Limited |
2137500 Share Warrants |
10.00 |
47.00 |
3,01,38,750 |
RNS Infrastructure Limited |
712500 Share Warrants |
10.00 |
47.00 |
1,00,46,250 |
*Upfmnt money received has been utilized for expansion plan -within
quarter ended 31.03.2023.
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:
(Rs. in Crore)
Particulars |
Date of Allotment |
Amount raised |
Purpose of utilisation fund |
Date of utilisation |
Preferential allotment of
equity shares |
13-01-2021 |
8.563 |
For Expansion Plan |
March 31, 2021 |
Preferential allotment of
equity shares |
12-02-2022 |
7.410 |
For Expansion Plan |
March 31. 2022 |
Preferential allotment of
equity shares |
30-05-2022 |
4.945 |
For Expansion Plan |
June 30, 2022 |
Preferential allotment of
Warrants |
16-12-2022 |
4.018 |
For Expansion Plan |
March 31. 2023 |
Share Capital:
During the year under review the company has allotted 2747389 equity
shares by conversion of equal number of warrants at the Board meeting held on 30.05.2022
to Murudeshwar Power Corporation Private Limited
Thus, Authorised share capital remains the same of Rs. 7152.00 Lakhs
and the Paid-up Equity Share Capital has been increased from Rs. 5494.78 lakhs to Rs.
5759.53.
Prevention of Insider Trading:
Pursuant to the provisions of Regulation 3(5) and 3(6) of Securities
and Exchange Board of India (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.
Further, 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.
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 andthe 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 2022-23.
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
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.
Place: Bengaluru Date: 05.08.2023
By Order of the Board For Murudeshwar Ceramics Limited
Sd/-
Satish Rama Shetty Chairman & Managing Director DIN; 00037526
By Order of the Board For Murudeshwar Ceramics Limited
Sd/-
Naveen Rama Shetty Director DIN;00058779
ANNEXURE -1 Disclosures Relating to Subsidiaries, Associates and Joint
Ventures:
Form: AOC -1
(Pursuant to First proviso to sub-section (3) of section 129 of the
Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014) Statement
containing salient features of the financial statement of subsidiaries / associate
companies / joint ventures.
Part A: Subsidiaries: (Information in respect of each subsidiary to be
presented with amounts)
(Rs.in lakhs)
SI. No. Particulars |
1 |
1 Name of Subsidiaries |
Nil |
2 Reporting period |
|
3 Reporting currency and Exchange
rate as on the last date of the relevant financial year in the case of foreign
subsidiaries. |
|
4 Share Capital |
|
5 Reserve & Surplus |
|
5 Total Assets |
|
7 Total Liabilities |
|
8 Investments |
|
9 Turnover |
|
10 Profit before tax |
|
11 Provision for taxation |
|
12 Profit after tax |
|
13 other Comprehensive Income
before tax |
|
14 Tax on other Comprehensive
income |
|
15 Proposed Dividend |
- |
16 % of Holding |
|
Name of Subsidiaries/ Joint
venture which have been liquidated or sold during the year |
Nil |
Part B: Associates Company: Statement pursuant to Section 129(3) of the
Companies Act, 2013 related to Associate Companies: (Rs. in lakhs)
SI. No. Name of
Associate Company |
RNS Power Limited |
1 Latest audited Balance Sheet
Date |
31.03.2023 |
2 Shares of Associate or Joint
Ventures held by the company on the year end |
|
(i) No. of equity shares |
310142 |
(li) Amount of Investment in
Associates |
610.15 |
(lii) Extent of Holding (in
percentage) |
26.10% |
3 Description of how there is
significant influence |
Voting Power |
4 Reason why the
associate/joint venture is not consolidated |
N.A. |
5 Net worth attributable to
shareholding as per latest audited Balance Sheet (2765.36*26.10%) |
721.76 |
6 Profit or Loss for the
year |
|
(i) Considered in Consolidation |
25.45 |
(ii) Not Considered in
consolidation |
N. A |
Place; Bengaluru Date; 05.08.2023
By Order of the Board For Murudeshwar Ceramics limited
Sd/-
Satish Rama Shetty Chairman & Managing Director
DIN:00037526
By Order of the Board For Murudeshwar Ceramics Limited
Sd/-
Naveen Rama Shetty Director DIN:00058779
ANNEXURE - 2 (a) : Particulars of Employees and Remuneration:
Information as per Section 134 and Section 197 read with Rule, 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming
part of the Board's Report for the year ended 31st March, 2023 in respect of
employees of the Company is as follows:
a) The ratio of the remuneration of each director to the median
remuneration of the employees of the company for the financial year:
Name of the Director |
Ratio of Director's
remuneration to the median remuneration of the employees of the Company for the financial
year was 35.79 for all directors |
Shri Satish Rama Shetty |
26.57 |
Shri Karan Satish Shetty |
13.07 |
The median remuneration of employees of the Company during the
Financial Year was Rs. 2.71 lakhs and ratio of the remuneration of each Director to the
median remuneration of the employees of the Company for the Financial Year is provided in
the above table.
NOTE: All other Non-Executive Directors are not drawing any
remuneration from the Company except sitting fees.
b) The percentage increase in remuneration of each director. Chief
Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the
financial year:
Name of KMP |
Percentage increase in
remuneration in the financial year |
Shri Satish Rama Shetty |
0.00% |
Shri Karan Satish Shetty |
0.00% |
Shri N.M. Hegde |
0.03% |
Shri Ashok Kumar |
0.00% |
c) The percentage increase in the median remuneration of employees in
the financial year: -3.49%
d) The number of permanent employees on the rolls of the company: 295
employees
e) The explanation on the relationship between average increase in
remuneration and company performance
SI. No. Particulars |
Explanation |
1. Decrease in median
remuneration of employees has been -3.49% |
Decrease in median
remuneration of employees is due to decrease in number of employees on low wages as
compare to the previous year The remuneration was paid to employees on par with other
similar industry. |
2. Company performance of PAT is
Rs. 222.40 lakhs (2021-22) to Rs. 543.21 (2022-23) on consolidated basis |
f) Comparison of the remuneration of the Key Managerial Personnel
against the Performance of the Company:
SI. No. Particulars
of remuneration for Key Managerial Personnel |
Percentage of Standalone
Operating Profit |
1. Shri Satish Rama Shetty |
9.77% |
2. Shri Karan Satish Shetty |
4.81% |
3. Shri N.M. Hegde |
2.61% |
4. Shri Ashok Kumar |
1.93% |
g) Market and financial performance related information:
Particulars |
March 31,2023 |
March 31,2022 |
% Change |
Market Capitalization (Rs.
lakhs) |
17325.89 |
13874.33 |
24.88 |
P/E Ratio (calculated on
consolidated basis EPS 1.13 price 30.03) =30.03/1.13 |
26.58 |
63.13 |
-57.90 |
(Note: As on 31-03-2023 at (BSE Rs.30.06 and NSE Rs. 30.00), average
price is Rs.30.03 & No. of shares 57595260).
h) Average percentage increase already made in the salaries of
employees other than the managerial personnel in the last financial year, its comparison
with the percentage increase in the managerial remuneration, justification thereof and
point out if there are any exceptional circumstances for increase in the managerial
remuneration: Not applicable.
i) The key parameters for any variable component of remuneration
availed by the directors: No such variable component is paid.
j) The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in excess of the highest
paid director during the year There is no employee who received remuneration in excess
of highest paid Director.
k) Affirmation that the remuneration is as per the remuneration
policy of the Company: It is affirmed that the remuneration is as per the
'Remuneration Policy for Directors, Key Managerial Personnel and other employees' adopted
by the Company.
ANN EXURE - 2 (b) The name of Top Ten Employees in terms of
remuneration drawn pursuant to clause 2 of Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014:
SI. No. Name of Employees |
Designation |
Remuneration (Rs.) |
1 Shn Satish Rama Shetty |
Chairman & Managing
Director |
72,00,000 |
2 Shn Karan Satish Shetty |
Whole Time Director |
35,41,555 |
3 Shn Narayan Manjunath Hegde |
V.P (Finance) and Chief
Financial Officer |
19,22,232 |
4 Shn Nagraj Shetty |
General Manager (production) |
17,53,532 |
5 Shn Mahantesh A Mukare |
General Manager (Marketing) |
15,45,550 |
6 Shn Ashok Kumar |
Company Secretary |
14,22,000 |
7 Shn Prashant Shetty |
General Manager |
14,18,340 |
8 Shn Saatosh Kumar Shetty |
General Manager |
13,08,575 |
9 Shn Y Vikram Hegde |
President (Production) |
12,52,052 |
10 Shn Sharat Kumar Shetty |
General Manager |
11,56,404 |
By Order of the Board For Murudeshwar Ceramics Limited
By Order of the Board For Murudeshwar Ceramics Limited
Sd/-
Naveen Rama Shetty Director DIN: 00058779
Sd/-
Sadsh Rama Shetty Chairman & Managing Director DIN; 00037526
Place: Bengaluru Date: 05.08.2023
ANNEXURE - 3: Conservation of Energy and Technology Absorption
A. CONSERVATION OF ENERGY
(a) Successfully achieved increased productivity by reducing the cycle
time in the Firing Kiln, which not only reduce the fuel cost of the end product
considerably but also conserve the power.
(b) Successfully implemented use ofalternate product like Cashew Nut
Shell, Tamarind Huskm replacement to Coal for generation of heat in the spray drier which
reduced the cost of fuel in powder preparation and end product.
(c) Additional investments and proposals, if any, being implemented for
reduction of consumption of energy:
i. Installed 400 KVA UPS system for each Kiln for immediate supply of
power to the Kiln in case of power failure on running condition till the time of power
supply resumes which reduce the wastage of fuel and power.
11. Energy efficient LED lighting has been used in the factory and
Proposal to test and purchase Vanable frequency drive and panel for all our Ball Mills, to
reduce peak voltage consumption, iii. New polishing machine has been added for efficient
and better output.
(d) Impact of the measures at (a) and (b) above for reduction of energy
consumption and consequent impact on the cost of production of goods: Reduction in power
and fuel cost for better sales realization.
(e) Total energy consumption and energy consumption per unit of
production: Not applicable.
B. TECHNOLOGY ABSORPTION: FORM B: Efforts made in technology absorption
as under:
1. Specific areas in which R & D carried out by the company
a. Indigenous alternative to imported clay identified, tested and used
successfully in large scale production
b. Indigenous glaze raw material tested for better wear resistance and
slip resistance
2. Benefits derived as a result of the above R & D
a. Reduction in wastage, reduction in cost of production and better
sales realization on the finished product
b. Earger number of Sku's to offer clients.
3. Future plan of action
a. Larger size tiles to be manufactured at Sira Plant with the
additional equipments.
b. Produce Ceramic Floor tiles along with Wall tiles for full
utilization of capacity at Karaikal plant, increase the productivity and reduce the
overhead cost.
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
1. Efibrts in brief made towards technology absorption, adaptation and
innovation:
a) Successful production of PGVT & GVT series in various new
designs using new digital printing technology.
b) Successful adaption of Ball clay processing plant & feldspar
processing plant to remove the inbuilt impurities to enhance the brightness of Vitrified
tile production.
2. Benefits derived as a result of above efforts: Reduction
in the power cost, raw material cost, transport cost & improvement the tile brightness
& quality consistency.
3. In case of Imported Technology (imported during the last 5 years
reckoned from the heghming of the financial year), following information may he furnished:
a) Technology Imported : |
Not done during the year |
b) Year of Import : |
NA |
c) Has technology been fully
absorbed : |
NA |
d) If not absorbed, areas where
this has not taken place, reasons and future plans of action. : |
NA |
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Activities relating to
exports, initiatives taken to |
increase exports, development
of new export markets for products and |
services and export plans |
: Nil |
b) Total Foreign Exchange used
earned. |
|
Eoreign Exchange Earnings |
: Rs. 52,36,575 |
Foreign Exchange Outgo |
: Rs. 35,27,79,524 |
By Order of die Board By Order of the Board
For Murudeshwar Ceramics Limited For Murudeshwar Ceramics Limited
Sd/- Sd/-
Satish Rama Shetty Naveen Rama Shetty
Place: Bengaluru Chairman & Managing Director Director
Date: 05.08.2023 DIN: 00037526 DIN: 00058779
ANNEXURE-4:
FORM NO. AOC-2
Disclosures of particulars of contracts/arrangements entered into by
the company with related parties [Pursuant to clause (h) of sub-section (3) of section 134
of the act and rule 8(2) of the companies (accounts) rules, 2014]
Form for disclosure of particulars of contracts/arrangements entered
into by the Company with related parties referred to in subsection (1) of Section 188 of
the Companies Act, 2013 including certain arm's length transactions under third
proviso thereto.
1. Details of contracts or arrangements or transactions not at
arm's length basis
SI. No. Particulars |
Details |
1 Name(s) of the related party
& nature of relationship |
Nil |
2 Nature of contracts /
arrangements / transaction |
Nil |
3 Duration of the contracts/
arrangements/ transaction |
Nil |
4 Salient terms of the contracts
or arrangements or transaction including the value, if any |
Nil |
5 Justification for entering into
such contracts or arrangements or transactions |
Nil |
6 Date of approval by the
Board |
Nil |
7 Amount paid as advance, if any |
Nil |
8 Date on which the special
resolution was passed in General meeting as required under first proviso to Section 188 |
Nil |
2. Details of material contracts or arrangement or transactions at
arm's length basis:
SI. No. Particulars |
Details |
1 Names of the related party |
RNS Infrastructure Limited;
Murudeshwar Power Corporation Pvt, Ltd.;
RNS Power Limited;
RNS Motors Private Limited;
Naveen Hotels Private Limited;
R. N. Shetty Trust;
Shri Satish Rama Shetty - Chairman & Managing Director,
Shri Sunil Rama Shetty - Director;
Shri Naveen Rama Shetty - Director;
Shri Karan Satish Shetty - Whole Time Director;
Shri Shivabasayya Siddaramayya Hiremath - Independent Director; Shri
Annappayya - Independent Director;
Shri Sankappa Keremane Shetty - Independent Director;
Smt. Sarvani Alva - Independent Director;
Shri Sathya Murthy Padaki - Independent Director;
Shri N. M. Hegde - VP. (Finance) & Chief Financial Officer
Shri Ashok Kumar - Company Secretary & Compliance Officer |
2 Nature of Relationship |
Group Company, Common
Directors & Promoters |
3 Nature of contracts/
arrangements/ transaction |
Sales of goods and services,
purchase of power, receiving dividend, availing accommodation, remunerations, purchase of
vehicles and services thereof etc. |
4 Duration of the contracts/
arrangements/ transaction |
Not applicable |
5 Salient terms of the contracts
or arrangements or transaction including the value, if any |
Not applicable |
6 Justification for entering
into such contracts or arrangements or transactions |
Financially beneficial for
the company. |
7 Date of approval by the
Board |
30.05.2022 |
8 Amount paid as advance, if
any |
Nil |
All related party transactions that were entered into during the
financial year were on arm's length basis and in the ordinary course of business. For
all related party transactions, please refer Note No.27.3 of the Financial Statement.
ANNEXURE - 5: Corporate Social Responsibility initiative for the period
of 1" April 2022 to 31''' March, 2023.
1. A brief outline of the Company's CSR Policy:
This Policy has been formulated in compliance with the Section 135,
Schedule VII of the Companies Act, 2013 and CSR Rules issued by the Ministry of Corporate
Affair on February 27, 2014.
The Company's vision is to be a responsible industry leader and
demonstrate environmental, transparent and ethical behavioural practices which will
contribute to the economic and sustainable development within the company, industry, and
society at large. The company's CSR philosophy is to create long-term stakeholder
value by implementing a business strategy that considers every dimension of how a business
operates in the ethical, social, environmental, cultural, and economic spheres.
Your Company from time to time undertake any project, program and
activity on one or more of the following areas: (a) Hospital which serves the poor and
economical backward class people in rural area.
2 Composition of the CSR Committee:
SI. No. Name
of the Director |
Designation/ Nature of
Directorship |
Number of meetings held
during the year |
Number of meetings
attended during the year |
1 Shri Satish Rama
Shetty |
Chairman of the Committee,
Chairman & MD |
1 |
1 |
2 Dr. Shivabasayya
Siddaramayya Hiremath |
Member of the committee,
Non-Executive Independent Director |
1 |
1 |
3 Shri Naveen Rama Shetty |
Member of the committee,
Non-Executive NonIndependent Director |
1 |
1 |
3. Provide the web-link where Composition of CSR committee, CSR Policy
and CSR projects approved by the board are disclosed on the website of the company: These
details can be accessed on: https://www.naveentile.com/wp-content/ upload
s/2020/ll/CSRCommitt eeMCL.pdf
4. Provide the details of Impact assessment of CSR projects carried out
in pursuance of sub-rule (3) of Rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, if applicable (attach the report). N.A
5. Details of the amount available for setoff in pursuance of sub-rule
(3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and
amount required for set off for the financial year, if any: N.A
5. Average Net Profits/ (Loss) of the Company for the last three
financial years: Rs. (297.20) lakhs.
7. Prescribed CSR Expenditure (Two percent of the amount as in item 4
above): Rs. (5.94) lakhs.
8. Details of CSR spent for the financial year: the Prescribed CSR
Expenditure is in negative; therefore, the company has not spent any amount:
SI. No. Particulars |
Amount Spent for the year
(Rs. In lakhs) |
Amount Unspent (Rs. In
lakhs) |
1 Contribution made to the RNS
Hospital (Through RNS Trust) which serves the poor and economical backward class people in
rural area. |
- |
- |
9. Details of CSR amount spent in the financial year for ongoing
projects of the preceding financial year(s): N.A
10. In case of creation or acquisition of capital asset, furnish the
details relating to the asset so created or acquired through CSR spent in the financial
year: NIL
11. Specify the reason(s), if the company has failed to spend two per
cent of the average net profit as per section 135(5): N.A
Responsibility Statement: The CSR Committee states that the
implementation and monitoring of the CSR Policy, is in compliance with the CSR objectives
and Policy of the Company.
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 3P' MARCH, 2023
[Pursuant to Section 204 (1) of the Companies Act, 2013 ondRule 9 of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014]
To,
The Members,
Murudeshwar Ceramics Limited
CIN: L269I4KA1983PLC00540I 504/B, Gokul Road, Industnal Estate,
Hubli, Karnataka- 580030
I have conducted the secretarial audit of the compliance of applicable
statutory provisions under the Listed enactments and the adherence to good corporate
practices by MURUDESHWAR CERAMICS LIMITED, (CIN: L26914KA1983PLC00540I), having its
Registered Office at 604/B, Gokul Road, Industnal Estate, Hubli, Karnataka-
580030' and a place other than Registered Office at '7th Floor, Naveen Complex,
14, M G Road, Bangalore Karnataka- 560001 India' (hereinafter referred as the
"Company"). Secretarial Audit was conducted in a manner that provided me a
reasonable basis for evaluating the corporate conducts/statutory compliances and
expressing my opinion thereon.
Based on my verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the Company and the
representations made and also the information, clarifications provided by the Company, its
officers, agents and authorized representatives during the conduct of Secretarial Audit, I
hereby report that in my opinion, the Company has, during the audit period covering the
financial year ended on 3L March, 2023 ("the Audit Period")
complied with the statutory provisions listed hereunder and also that the Company has
proper Board-processes and compliance-mechanism in place to the extent, in the manner and
subj ect to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company and made available to me pertaining to
the financial year ended on 31" March, 2023, wherever applicable and in accordance
with the provisions of
i. The Companies Act, 2013 ("the Act") and the rules made
thereunder;
ii. The Secunties Contracts (Regulation) Act, 1956 ('SCRA')
and the rules made thereunder;
iii. The Depositories Act, 1996 and the regulations and Bye-laws framed
thereunder;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowing.
V. The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (SEBI Act'):-
a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009 (SEBI ICDR Regulations), upto September 10,
2018 and SEBI ICDR Regulations, 2018 w.e.f September 11, 2018 and amendments from time to
time;
d) The Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014; -(Not Applicable during the Audit Period)
e) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008); - (Not Applicable during the Audit Period)
f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993;
g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009; (Not Applicable during the Audit Period)
h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 1998 (SEBI Buyback of Securities Regulations) upto 10* September, 2018 and
SEBI Buyback of Securities Regulations, 2018 w.e.f 11* September, 2018; (Not
Applicable during the Audit Period)
VL Other laws applicable:
There is no sector specific law which is exclusively applicable to the
Company, as understood with the nature and business of the company and also represented by
the management of the Company, however the following general laws significant to the
Company, were examined for ensuring their compliance mechanism:
(a) The Factories Act, 1948;
(b) The Environment (Protection) Act, 1986;
(All of the above to the extent applicable and as may be necessary for
the Company during the said Financial Year)
I have also examined compliance with the applicable clauses of the:
a) The Secretarial Standards issued by the Institute of Company
Secretaries of India.
b) The Listing Agreements with the Stock Exchanges and the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations
2015 (LODR Reg, 2015), wherever applicable.
During the period under review the Company has complied with the
necessary provisions of the Act, Rules, Regulations, Standards, etc mentioned above
wherever and as applicable to the Company baring the instances of filling of e-forms with
MCA along with additional fees as permitted under law.
I further report that, the Compliance by the Company of applicable
financial laws such as Direct & Indirect Tax laws and maintenance of financial records
and books of accounts have not been reviewed in this Audit, since the same have been
subject to review by the Statutory Financial Auditors, Tax Auditors and other designated
professionals.
I further report that,
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Directors and Independent Directors. The
composition of the Board of Directors during the period under review were in compliance
with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and
a system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the meeting. As per
the minutes of the Meetings duly recorded and signed by the Chairman, the decisions at the
Board and Committee Meetings were earned out with requisite majority.
I further report that, based on the information provided and the
representations made by the Company, there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines and that the Company
has responded to the clarification sought/ notices/ queries received by the Company from
statutory/regulatory authorities, wherever required and found necessary.
further, during the year, the Company had passed resolution through its
Board Meeting dated 30.05.2022 to allot 27,47,389 equity shares to Murudeshwar Power
Corporation Private Limited, a Promoters' group of Company by conversion of 27,47,389
warrants of 2""' tranche for the F. Y. 2022-23.
Further, during the year, the Company had conducted Extra Ordinary
General Meeting through Postal Ballot on 07.12.2022 for Issuance of Share Warrants
convertible into equal number of Equity Shares to Murudeshwar Power Corporation Private
Limited and RNS Infrastructure Limited, promoters' group of Company, on a preferential
basis. Subsequently, the Board at its meeting held on 16.12.2022 passed the necessary
resolutions for allotment of28,50,000 Share warrants convertible into equity shares to the
said Promoters' Group.
I further report that, based on the information provided and
representation by the Management of the Company, there were no other specific
events/actions that occurred/ arose dunng the said audit period of the F.Y. 2022-23,
having a major bearing on the company's affairs in pursuance of the above referred
laws, rules, regulations, guidelines, standards.
For Swati Hegde & Associates
Company Secretaries
Sd/-
Swati Ramachandra Hegde
Proprietor
Mem. No: F10795 & COPNo: 19286 Peer review certificate No:
2875/2023 Unique Identification Code: S2020KR723400
This report is to he read with my letter of even date which is attached
as Annexure -1' and forms an integral part of this report.
ANNEXURE 1'
To the Secretarial Audit Report
FOR THE FINANCIAL YEAR ENDED 3P' MARCH, 2023
To,
The Members,
Murudeshwar Ceramics Limited
CIN: L269I4KA1983PLC00540I
604/B, Gokul Road, Industnal Estate,
Hubli, Karnataka- 580030
My report of even date is to be read along with this letter:
1. Maintenance of secretarial records is the responsibility of the
management of the Company. My responsibility is to express an opinion on these secretarial
records based on my audit.
2. I have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarral records. The venficatron was done on test-check basis to ensure that correct
facts are reflected in secretarial records. I believe that the process and practices, I
followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial
records and books of accounts of the Company.
4. Wherever required, I have obtained Management Representation about
the compliance of laws, rules and regulations and happening of events, etc.
5. The compliance of the provisions of corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. My examination
was limited to the verification of procedures on test-check basis.
6. The Secretarial Audit report is neither an assurance as to future
viability of the Company nor of the efficacy or effectiveness with which the management
has conducted the affairs of the Company.
For Swati Hegde & Associates
Company Secretaries
Sd/-
Swati Ramachandra Hegde
Proprietor
Date: W'' July, 2023 Mem. No: F10795 & COP No: 19286
Place: Bengaluru Peer review certificate No: 2875/2023
UDIN: F010795E000643317 Unique Identification Code:
S2020KR723400
CERTIFICATE OF NON - DISQUALIFICATION OF DIRECTORS
[Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)]
To,
The Members of
Murudeshwar Ceramics Limited
504/B, Gokul Road, Industnal Estate,
Hubli - 580030. Karnataka India.
I have examined the relevant registers, records, forms, returns and
disclosures received from the Directors of Murudeshwar Ceramics Umited, CIN
L26914KA1983PLC005401 and having registered office at 604/B, GOKUL ROAD,
INDUSTRIALESTATE, HUBLI - 580030. KARNATAKA INDIA' and a place other than Registered
Office at '7th Floor, Naveen Complex, 14, M G Road, Bangalore - 550001. Karnataka
India' (hereinafter referred to as the Company'), produced before me by
the Company for the purpose of issuing this Certificate, in accordance with Regulation
34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In my opinion and to the best of my information and according to the
verifications (including Directors Identification Number (DIN) status at the portal
www.mca.gov.in) as considered necessary and explanations/ representations furnished to me
by the Company & its officers and also considering relevant relaxations granted by the
MCA / SEBI, I hereby certify that none of the Directors on the Board of the Company as
stated below for the Financial Year ending on 31" March, 2023 have been
debarred or disqualified from being appointed or continuing as Directors of companies by
the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such
other Statutory Authonty.
SI. No. N ame
of Director |
DIN |
Designation |
Date of appointment in
Company |
1 Satish Rama Shetty |
00037526 |
Executive Director- Chairman
& Managing Director |
27/06/2007 |
2 Sunil Rama Shetty |
00037572 |
Non-Executive Director |
29/11/1993 |
3 Naveen Rama Shetty |
00058779 |
Non-Executive Director |
24/11/1995 |
4 Karan Satish Shetty |
08168200 |
Executive Director -Whole
Time Director |
10/08/2018 |
5 SankappaKeremane Shetty |
00894355 |
Non-Executive Independent
Director |
14/05/2012 |
6 Shivabasayya Siddaramayya
Hiremath |
02272897 |
Non-Executive Independent
Director |
30/07/2008 |
7 Annappayya |
03558522 |
Non-Executive Independent
Director |
24/06/2011 |
8 Sarvani Alva |
06895403 |
Non-Executive Independent
Director |
31/07/2014 |
9 Sathya Murthy Padaki |
08275537 |
Non-Executive Independent
Director |
12/11/2018 |
*The date of appointment is as per the MCA Portal.
Ensuring the eligibility of for the appointment / continuity of every
Director on the Board is the responsibility of the management of the Company. Our
responsibility is to express an opinion on these based on our verification. This
certificate is neither an assurance as to the future viability of the Company nor of the
efficiency or effectiveness with which the management has conducted the affairs of the
Company.
For Swati Hegde & Associates
Company Secretaries
Sd/-
Swati Ramachandra Hegde
Date: 21"' July, 2023 Propnetor
Mem.No:F10795 &COPNo: 19286
Place: Bengaluru certificate No: 2875/2023
UDIN: F010795E000656121 Unique Identification Code: S2020KR723400