To,
The Members,
Regency Ceramics Limited,
Hyderabad
Your Directors have pleasure in presenting the 40th Annual Report on the
business and operations of the Company together with the Audited Financial Statement for
the Financial Year ended March 31, 2024.
FINANCIAL SUMMARY/HIGHLIGHTS
The performance of the Company for the Financial Year ended March 31, 2024 is as under:
| Particulars |
Current Year 31-03-2024 |
Previous Year 31-03-2023 |
| Revenue from Operations |
215.88 |
4.08 |
| Other Income |
139.71 |
336.39 |
| Total Income |
355.59 |
340.47 |
| Total Expenditure |
1293.26 |
641.41 |
| Prior Period Adjustment |
0.00 |
0.00 |
| Profit / (Loss) Before exceptional and extraordinary items and Tax |
(937.68) |
(300.94) |
| Less: Exceptional and Extraordinary Items |
(43.00) |
(1263.34) |
| Profit/ (Loss) Before Taxation |
(980.68) |
(1564.28) |
| Less: - Current Tax |
|
|
| - Tax adjustment relating to prior years |
0.00 |
0.00 |
| - Deferred Tax |
|
|
| Profit / (Loss) After Tax |
(980.68) |
(1564.28) |
REVIEW OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS
In the face of challenges and uncertainties, the past year has marked a remarkable
journey of resilience and strategic rejuvenation for your Company. Through diligent
efforts and strategies, we have successfully revitalized our operations, positioning
ourselves for renewed growth and sustainability. By leveraging our core strengths and
embracing adaptability, we have not only overcome the obstacles that came our way but also
emerged stronger.
As we present this annual report, we take pride in showcasing our revitalized
operations and reinvigorated spirit, ready to seize new opportunities and create a
brighter future for our stakeholders and the Company alike.
We further report that the net revenue from operation earned by the Company for the
Financial Year ended March 31, 2024 was Rs. 215.88 Lakhs.
The Company has entered into an exclusive manufacturing arrangement that includes, but
not limited to, leasing of facilities of Segno Ceramics Private limited
("Segno™), which will enable the Company to serve its customers more efficiently
and effectively by providing innovative products and better logistics in the hinterland.
This agreement enhances the company's operational goals. We believe this arrangement will
significantly benefit our customers.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of the Company, during the year.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of
the Company between the end of the Financial Year of the Company to which the Financial
Statements relate and the date of this report.
INSURANCE SETTLEMENTS
Background:
Your company made a claim on reinstatement value basis in accordance with the policy
taken and submitted its claim for loss/damage to the properties of the Company. However,
as per the policy terms, the Insurance Company contended that the Repairs/ Replacement of
Plant & Machinery should have been completed within 12 (twelve) months from the date
of incident. The insurance company therefore, denied the claim made by the Company on the
basis of Reinstatement Value, finalized the claim under depreciation method / surveyors
assessment and sent the discharge vouchers for acceptance. Your Company returned the
discharge vouchers under protest and invoked arbitration clause as per the policy terms.
The Company is pleased to announce that the Hon'ble Arbitrator has pronounced an award
in favor of the Company of an aggregate amount of Rs. 157,01,69,000/- (Rupees One hundred
and fifty seven crores one lakh and sixty nine thousand only) plus applicable interest
from the date of award till the date of payment. The Insurance Company had the right to
recourse against this award as per the provisions of the Arbitration and Conciliation Act,
1996 and have filed an appeal to set aside the award under Sec 34 of the Act.
CURRENT STATUS:
Pending final Judgement, the Principal District Judge ordered the Insurance Company to
pay the amount accepted by the Insurance Company along with interest to the company.
Accordingly, Rs. 15.14 crores including interest of Rs.24.89 Lakhs was received in January
2023. The said amount has been utilised for reinstatement/replacement of the assets
destroyed.
LABOUR SETTLEMENTS
The company has signed a Memorandum of settlement on 24.10.2019 under Section 12 (3) of
the Industrial Disputes Act, 1947 with the Staff and Workers Union. The Company is ready
to allot the developed house site as per the Memorandum of settlement once the Yanam
Master Plan is approved and the layout approval is received.
NAMES OF COMPANIES, WHICH HAVE BECOME OR CEASED TO BE COMPANY'S SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR;
During the Financial Year, no Company has become or ceased to be Company's Subsidiary,
Joint Venture or Associate Company
PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186
During the period under review, the company has not any loans, Guarantees, Securities
and not made any Investments which fall under Section 186 of the Companies Act, 2013.
DEPOSITS
Your Company has not accepted any deposits falling within the meaning of section 73 of
the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014
during the Financial Year under review and as such no amount of principal or interest on
public deposits was outstanding as on the date of balance sheet.
Pursuant to Rule 2(c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014, the
Company has outstanding unsecured loans from Directors amounting to Rs. 67,09,56,863/- as
on March 31, 2024.
TRANSFER TO RESERVES
The Company has not transferred any amount to the reserves during the Financial Year
ended March 31, 2024.
DIVIDEND
The Company is not in a position to declare dividend. This decision, however difficult,
is a deliberate step towards the prudent management of our Company's financial health and
longterm viability. We acknowledge the importance of dividends to our shareholders but
believe that prioritizing the stabilization of our operations and the reduction of losses
is pivotal at this juncture. As we navigate these circumstances, we remain resolute in our
efforts to restore profitability and ensure the sustained growth of our business.
FUTURE OUTLOOK
The future prospects of the Company and industry outlook are given in the Management
Discussion and analysis report.
SHARE CAPITAL
During the year under review, the Authorized Share Capital of the Company is
Rs.30,00,00,000/- (Rupees Thirty Crore) divided into 3,00,00,000 (Three Crore) Equity
Shares of Rs.10/- (Rupees Ten) each.
The Issued Capital of the Company is Rs. 26,50,85,860/- (Rupees Twenty Six Crore Fifty
Lakhs Eighty Five Thousand Eight Hundred and Sixty only) divided into 2,65,08,586 (Two
Crore Sixty Five Lakhs Eight Thousand Five Hundred and Eighty Six) Equity Shares of
Rs.10/- (Rupees Ten) each.
The Subscribed and Paid-up Capital of the Company as on March 31, 2024 is Rs.
26,44,15,860 /- (Rupees Twenty-Six Crore Forty Four Lakhs Fifteen Thousand Eight Hundred
Sixty only) divided into 2,64,41,586 (Two Crore Sixty Four Lakhs Forty One Thousand Five
Hundred Eighty Six) Equity shares of Rs.10/- (Rupees Ten) each.
The Company has not issued any shares with differential rights and hence no information
as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished. Further the Company has not issued
employee stock options and sweat equity shares.
DIRECTORS AND KMP
The following changes took place in the Board of Directors and key managerial personal
of the
Company during the year under review:
a. Mr. Vasantha Rayudu Garapati (DIN: 10286287) was appointed as an Additional
Independent Director of the Company by the Board of Directors on August 22, 2023 and his
appointment was regularized by the members at Annual General Meeting held on September 30,
2023.
b. Mrs. Radhika Prasad Narala (DIN: 00105837) was appointed as an Additional
NonExecutive Director of the Company by the Board of Directors on October 11, 2023 and her
appointment was regularized by the members at Extraordinary General Meeting held on
January 10, 2024.
c. Mr. Srinivasulu Naidu, Non-executive Director of the Company tendered his
resignation w.e.f., May 26, 2023
d. Mr. Gopal Krishna Yalamanchili, Non-executive Independent Director of the Company
tendered his resignation w.e.f., May 26, 2023
e. Mr. Narasimham Mangavally, Company Secretary and Compliance Officer of the Company
tendered his resignation w.e.f., May 01, 2023
f. Ms. Neha Bung was appointed as the Company Secretary and Compliance Officer of the
Company w.e.f., May 01, 2023.
g. Ms. Neha Bung, Company Secretary and Compliance Officer of the Company tendered her
resignation w.e.f., October 11, 2023
h. Mr. Anji Reddy Devarapalli was appointed as the Company Secretary and Compliance
Officer of the Company w.e.f., October 11, 2023.
The Directors and Key Managerial Personnel of the Company as on March 31, 2024 were as
follows:
| S. No. Name of the Director/ KMP |
Designation |
| i. Dr. Naraiah Naidu Gudaru |
Executive Chairman |
| ii. Mr. Narala Satyendra Prasad |
Managing Director and CFO |
| iii. Mrs. Radhika Prasad Narala |
Non-Executive Director |
| iv. Mr. Ramkumar Srinivasan |
Independent Director |
| v. Mr. Gopala Krishna |
Independent Director |
| Yalamanchili |
|
| vi. Mrs. Vijaya Lakshmi Yalamanchili |
Independent Director |
| vii. Mr. Anji Reddy Devaraplli |
Company Secretary and Compliance Officer |
In accordance with the provisions of the Act, Dr. Naraiah Naidu Gudaru, (DIN: 00105597)
Whole-time Director & chairman of the Company retires by rotation at the ensuing AGM
and being eligible offers himself for re-appointment.
The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and
the Secretarial Standards on General Meeting ('SS-2') are given in the Notice of this AGM,
forming part of the Annual Report.
The Directors and Key Managerial Personnel of the Company as on the date of this report
are as follows:
| S. No. Name of the Director/ KMP |
Designation |
| i. Dr. Naraiah Naidu Gudaru |
Executive Chairman |
| ii. Mr. Narala Satyendra Prasad |
Managing Director and CFO |
| iii. Mr. Ramkumar Srinivasan |
Independent Director |
| iv. Mrs. Vijaya Lakshmi Yalamanchili |
Independent Director |
| v. Mr. Vasantha Rayudu Garapati |
Independent Director |
| vi. Mrs. Radhika Prasad Narala |
Non-Executive Director |
| vii. Mr. Anji Reddy Devarapalli |
Company Secretary and Compliance Officer |
BOARD MEETINGS
The Board of Directors met Eleven (11) times during the Financial Year from 1st
April 2023 to 31st March 2024. The dates on which the meetings were held are
01/05/2023, 26/05/2023, 04/08/2023, 22/08/2023, 02/09/2023, 21/09/2023, 11/10/2023,
09/11/2023,18/12/2023, 05/02/2024 and 20/03/2024.
The intervening gap between the Meetings was within the period of 120 (One Hundred and
Twenty) days as prescribed under the Companies Act, 2013.
The number of meetings attended by the Directors during the Financial Year 2023-24 is
as follows:
| S. No. |
Date of Board Meeting |
No. of Directors entitled to attend |
No. of Directors who attended |
% of their Attendance |
| 1. |
01/05/2023 |
6 |
6 |
100 |
| 2. |
26/05/2023 |
6 |
4 |
66.67 |
| 3. |
04/08/2023 |
4 |
4 |
100 |
| 4. |
22/08/2023 |
4 |
4 |
100 |
| 5. |
02/09/2023 |
5 |
5 |
100 |
| 6. |
21/09/2023 |
5 |
5 |
100 |
| 7. |
11/10/2023 |
5 |
5 |
100 |
| 8. |
09/11/2023 |
6 |
6 |
100 |
| 9 |
18/12/2023 |
6 |
4 |
66.67 |
| 10 |
05/02/2024 |
6 |
6 |
100 |
| 11 |
20/03/2024 |
6 |
6 |
100 |
A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR
During the period under review, 1 (one) Independent Director was appointed on the Board
of Directors of the Company. The Independent Director had registered himself with IICA,
Data Bank.
The Board of Directors have evaluated the Independent Director appointed during the
year 2023-24 and opined that the integrity, expertise and experience (including
proficiency) of the Independent Director is satisfactory.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received declarations from Mr. Vasantha Rayudu Garapati, Mrs. Vijaya
Lakshmi Yalamanchili and Mr. Ramkumar Srinivasan, Independent Directors of the Company to
the effect that they are meeting the criteria of independence as provided in Sub- Section
(6)
of Section 149 of the Companies Act, 2013 and Regulations 16(1)(b) and 25 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
In compliance with the requirement of Listing Regulations, the Company has put in place
a familiarization programme for the Independent Directors to familiarize them with their
role, rights and responsibility as Directors, the working of the Company, nature of the
industry in which the Company operates, business model etc. The same is available on the
website of the Company i.e., www.regencyceramics.in.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance,
Board Committees, the Individual Directors, the Chairman of the Company etc. pursuant to
the provisions of the Companies Act, 2013 read with the Rules framed thereunder and SEBI
(LODR) Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all
the Directors. The parameters include attendance of Directors at Board and Committee
meetings, integrity, credibility, expertise and trustworthiness of Directors, Board's
monitoring of various compliances, laying down and effective implementation of various
policies, level of engagement and contribution of the Directors, safeguarding the interest
of all stakeholders etc. The performance evaluation of each Independent Director was
carried out by the Board.
The performance of the Committees was evaluated by the Board after seeking inputs from
the Committee Members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.
In a separate meeting of Independent Directors, performance of the Directors, the Board
as a whole and the Chairman of the Company was evaluated, taking into account the views of
Executive Directors and Non-Executive Directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual Directors on the basis of criteria such as the contribution of the Individual
Director to the Board and Committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.
As an outcome of the above exercise, it was noted that the Directors come from
different backgrounds, varied administrative, financial, legal and corporate experience.
They bring together a good blend of knowledge, relevant skills, experience and have
provided sound advice. The Board has functioned as a cohesive body and has ensured
compliance with legal, regulatory and good governance norms. It was also noted that the
Committees of the Board are functioning well and satisfaction was expressed on the
performance of Independent Directors and the Executive Directors of the Company.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration pursuant to Section 178(3) of the Companies Act, 2013.The details of the same
forming part of the Company's Nomination and Remuneration Policy is placed on the website
of the Company i.e. https://www.regencyceramics.in/policies/.
The requisite information pursuant to Section 178(4) of the Act is given in the
Corporate Governance Report which forms part of the Annual Report.
NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES
Your Company has laid down well-defined criteria for making payment to Non-Executive
Directors of the Company. The details of the same are available at the Company's website
i.e., https://www.regencyceramics.in/policies/.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013,
with respect to Directors' Responsibility Statement, your board of Directors to the best
of their knowledge and ability confirm that:
a) in the preparation of the annual accounts for the Financial Year ended March 31,
2024, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2024 and of the loss of
the Company for the Financial Year under review;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) the Directors have prepared the annual accounts on a ‘going concern' basis;
e) the Directors laid down internal financial controls for the Company and such
internal financial controls are adequate and operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and such systems are adequate and operating effectively.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
As no dividend was declared from the Financial Year 2004-05 no amount has been
transferred to IEPF.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES AND HIGHLIGHTS OF THEIR
PERFORMANCE AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY DURING THE
PERIOD UNDER REVIEW
During the year under review, the Company does not have any subsidiaries, joint
ventures or associate companies.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 (3) of the Companies Act, 2013 a copy of the Annual Return for
the Financial Year ended March 31, 2024 shall be placed on the website of the Company
i.e., https://www.regencyceramics.in/annual-returns/. The same can be accessed post
completion of 40th Annual General Meeting scheduled to be held on September 30,
2024.
AUDITORS
A. STATUTORY AUDITOR
M/s. K S Rao & Co. Chartered Accountants, Hyderabad (Firm Registration No. 003109S
) were appointed as Statutory Auditor of the Company, for a term of 5 (five) consecutive
years, at the 38th Annual General Meeting held on September 30, 2022, to hold
the office till the conclusion of 43rd Annual General Meeting of the Company.
The Auditor's Report for the Financial Year 2023-24 on the Financial Statements forms
part of this Annual Report.
B. SECRETARIAL AUDITOR
Pursuant to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s.
Kasat & Associates, Company Secretaries were appointed as Secretarial Auditor for the
Financial Year 2023-24. The Secretarial Audit Report submitted by M/s Kasat &
Associates, Company Secretaries is enclosed as Annexure to this report.
DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITOR
There have been no instances of fraud reported by the Auditors of the Company under
Section 143(12) of the Companies Act, 2013 and the Rules framed there under either to the
Company or to the Central Government.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
Explanations or comments by the Board on every qualification, reservation or adverse
remark or disclaimer made are us under:
A. STATUTORY AUDITOR'S REPORT
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year
ended March 31, 2024 and has noted the reservation, qualification or adverse remarks made
by them. The Explanations or comments by the Board on qualifications made by the Statutory
Auditor are as under:
| S. No. Audit Qualifications |
Board's Reply to the qualifications made by Statutory Auditor |
| 1. Reply to Audit Qualification 1 |
The Company suffered extensive damage to the Buildings, Plant & Machinery and
other assets situated at its factory in Yanam due to unprecedented violence that occurred
on January 27, 2012. Stocks of Finished Goods, Raw Materials, Stores and Spares,
stocks-in-process and other inventories were largely damaged / looted. The Company
declared lock-out of the Plant from January 31, 2012. |
|
The Company has refurbished one of its production lines and all associated
miscellaneous fixed assets. Some of the production lines installed prior to year 2000
suffered extensive damage and the OEMs expressed their inability to provide spares or
repair / refurbish those equipment's. Hence, 6 production lines have been scrapped and the
amount received on sale of scrap has been accounted in the books of accounts. The
corresponding amounts in the book value and accumulated depreciation have been reduced to
that extent. |
| 2. Reply to Audit Qualification 2 |
After series of negotiations with the workers union, Memorandum of settlement was
arrived on 24.10.2019 at Puducherry under Section 12 (3) of the Industrial Disputes Act,
1947 before the Commissioner of Labour -cum- Chief Conciliation Officer, U T of Puducherry
between the Company and the Regency Ceramics Staff and Workers Union. As per the MOU, the
management has agreed to provide house sites at Yanam to all the displaced workers of the
Company in three categories as proposed by the union. |
|
In this connection, two stretches of land owned by ancillary units to the extent of
about 25.35 Acres was registered on 18.10.2019 in favour of the union through settlement
deeds. The conversion of agricultural land into residential plots, development of land,
lying of roads, allotment of plots, etc. is in progress and after the actual allotment of
plots to each individual, necessary entries will be made in the books of accounts. |
| 3. Reply to Audit Qualification 3 |
The Management cannot estimate the impact as the exact quantification of these will be
known only when the operations start and these debtors and creditors are approached after
commencement of business |
| 4. Reply to Audit Qualification 4 |
The Management has agreed with Directors and Bodies Corporate that the interest will
not be provided on the Unsecured loans. Interest to MSME suppliers will be negotiated and
finalized after operations commence |
| 5. Reply to Audit Qualification 5 |
The Management has agreed with Directors and Bodies Corporate that the interest will
not be provided on the Unsecured loans. Interest to MSME suppliers will be negotiated and
finalized after operations commence |
B. SECRETARIAL AUDIT REPORT
The Board has duly reviewed the Secretarial Auditor's Report for the year ended March
31, 2024 and has noted the qualification made by them. The Explanations or comments by the
Board on qualifications made by the Secretarial Auditor are as under:
| S. No. Audit Qualifications |
Board's Reply to the qualifications made by Secretarial Auditor |
| 1. Reply to Audit Qualification 1 |
The Promoters of the Company are in the process of dematerializing their shareholding. |
| 2. Reply to Audit Qualification 2 |
There are no outstanding MSME dues pertaining to financial year 2023-24. Hence Filing
of MSME half yearly returns with MCA will not be applicable. |
| 3. Reply to Audit Qualification 3 |
The Company is coordinating with Ms. P Narayanamma, for obtaining her correct PAN
details. |
INTERNAL AUDITOR
In compliance with the provisions of section 138(1) of the Companies Act, 2013 and Rule
13 of the Companies (Accounts) Rules, 2014, M/s. Brahmayya & Co, Chartered Accountants
were appointed as the Internal Auditor of the Company for the Financial Year 2023-2024.
MAINTENANCE OF COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under
sub-section (1) of Section 148 of the Companies Act, 2013, are not applicable for the
business activities carried out by the Company.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
The Business Responsibility and Sustainability Report as stipulated under Regulation 34
(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements is not applicable to
your Company and hence it does not form a part of this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given loans, guarantees or made any investments that are covered
under Section 186 during the year under review.
RELATED PARTY TRANSACTIONS
All related party transactions entered during the financial year were in the ordinary
course of the business of the Company and were on an arm's length basis. There were no
materially significant related party transactions entered by the Company during the year
with the Promoters, Directors, Key Managerial Personnel or other persons which may have a
potential conflict with the interest of the Company. However, disclosure in Form AOC-2 is
annexed herewith as Annexure - E.
The policy on Related Party Transactions as approved by the Audit Committee and the
Board of Directors is hosted on the website of the Company and the link for the same is: https://www.regencyceramics.in/policies/
DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information on conservation of Energy, Technology absorption, Foreign Exchange earnings
and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 are as follows:
| S. No. Conservation of Energy |
|
| (A) (i) the steps taken or impact on conservation of energy |
The operations of your Company are not energy intensive; however adequate measures
have been taken to reduce energy consumption. |
| (ii) the steps taken by the Company for utilising alternate sources of energy. |
All efforts are made to use more natural lights in office premises to optimise the
consumption of energy |
| (iii) the capital investment on energy conservation equipment. |
NIL |
| Technology Absorption |
|
| (i) the efforts made towards technology absorption; |
Not Applicable |
| (B) (ii) the benefits derived like product improvement, cost reduction, product
development or import substitution; |
Not Applicable |
| (iii) in case of imported technology (imported during the last three years reckoned
from the beginning of the Financial Year); |
|
| a) the details of technology imported; b) the year of import; |
Not Applicable |
| c) whether the technology been fully absorbed; if not fully absorbed, areas where
absorption has not taken place, and the reasons thereof; |
|
| (iv) the expenditure incurred on Research and Development |
Not Applicable |
(C) Foreign Exchange Earnings and Outgo
| Particulars |
(in Rupees) |
|
2023-24 |
2022-23 |
| Foreign Exchange Outflow |
1,11,08,685 |
2,68,290 |
| Foreign Exchange Inflow |
Nil |
Nil |
CONSTITUTION OF COMMITTEES AUDIT COMMITTEE
The Audit Committee of the Company is duly constituted as per Section 177 of the
Companies Act, 2013 and is in accordance with SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015. Composition and scope of Audit Committee is provided in
the Corporate Governance report annexed herewith.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is duly constituted as per Section 178 of the
Companies Act, 2013 and is in accordance with SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015. Composition and scope of Nomination & Remuneration
Committee is provided in the Corporate Governance report annexed herewith.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee is duly constituted as per Section 178 of the
Companies Act, 2013 and is in accordance with SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015. Composition and scope of Stakeholders Relationship
Committee is provided under the Corporate Governance report annexed herewith.
RISK MANAGEMENT POLICY
The Company has developed and implemented a risk management policy which identifies
major risks which may threaten the existence of the Company. The same has also been
adopted by your Board and is also subject to its review from time to time. Risk mitigation
process and measures have been also formulated and clearly spelled out in the said policy.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules
framed there under and pursuant to the applicable provision of SEBI (Listing Obligations
and disclosure Requirements) Regulations, 2015, the Company has established a mechanism
through which all stake holders can report the suspected frauds and genuine grievances to
the appropriate authority. The Whistle blower policy which has been approved by the Board
of Directors of the Company has been hosted on the website of the Company viz https://www.regencyceramics.in/policies/.
During the year under review the Company has not received any complaint(s) under the said
policy.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls commensurate with the
size, scale and complexity of its operations. The Company has policies and procedures in
place for ensuring proper and efficient conduct of its business, the safeguarding of its
assets, the prevention and detection of frauds, the accuracy and completeness of the
accounting records and the timely preparation of reliable financial information.
CORPORATE SOCIAL RESPONSIBILITY
The provisions w.r.t., Corporate Social Responsibility (CSR) are not applicable to the
Company. Therefore, the Company has not constituted CSR committee during the Financial
Year 2023-24 nor has developed and implemented a CSR Policy.
SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS, REGULATORS AND TRIBUNALS
There are no significant and material orders passed by the regulators, courts and
tribunals that would impact the going concern status of the Company and its future
operations.
CORPORATE GOVERNANCE
Pursuant to the provisions of Chapter IV read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a separate section on
Corporate Governance has been incorporated in the Annual Report for the information of the
members of the Company. A certificate from the Secretarial Auditors of the Company
regarding compliance with the conditions of Corporate Governance as stipulated under the
said Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 also forms part of this Annual Report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
The Management Discussion and Analysis Report highlighting the industry structure and
developments, opportunities and threats, future outlook, risks and concerns etc. is
furnished separately and forms part of this report.
SECRETARIAL STANDARDS
The Company has duly complied with the applicable Secretarial Standards, i.e., SS-1 and
SS- 2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings',
respectively.
LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid the Annual Listing Fees for the Financial Year
202324 to B SE Limited as well as National Stock Exchange of India Limited where the
Company's Shares are listed.
POLICIES
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated
the formulation of certain policies for all listed companies. All the policies are
available on our website (https://www.regencyceramics.in/policies/). The policies are
reviewed periodically by the Board and updated based on need and new compliance
requirement.
ENVIRONMENT AND HUMAN RESOURCE DEVELOPMENT
Your Company always believes in keeping the environment pollution free and is fully
committed to its social responsibility. The Company has been taking utmost care in
complying with all pollution control measures from time to time strictly as per the
directions of the Government.
We would like to place on record our appreciation for the efforts made by the
management and the keen interest shown by the Employees of your Company in this regard.
Your Company treats its "human resources" as one of its most important
assets. INDUSTRIAL RELATIONS
Since the Company is in the process of reviving its operations, there are very few
employees in the Company and the Company maintains a cordial relationship with them.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are
covered under this policy. The provision relating to constitution of Internal Complaints
Committee is not applicable to the Company
The following is a summary of sexual harassment complaints received and disposed off
during the year 2023-24:
• No. of complaints received: - NIL
• No. of complaints disposed off: - NIL
PARTICULARS OF EMPLOYEES
Details in respect of the remuneration paid to the employees as required under Section
197 (12) of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time
to time forms part of this report. The Annual Report and accounts are being sent to the
shareholders excluding the aforesaid exhibits. Shareholders interested in obtaining this
information may access the same from the Company's website.
The ratio of the remuneration of each Director to the median employee's remuneration
and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
is given in Annexure-D and forms part of this Report.
During the year none of the employees is drawing a remuneration of Rs.1,02,00,000/- and
above per annum or Rs.8,50,000/- and above in aggregate per month as per the limits
specified underthe Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider
Trading Policy of the Company lays down guidelines and procedures to be followed, and
disclosures to be made while dealing with shares of the Company, as well as the
consequences of violation. The policy has been formulated to regulate, monitor and ensure
reporting of deals by employees and to maintain the highest ethical standards of dealing
in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures for
fair disclosure of unpublished price sensitive information and code of conduct for the
prevention of insider trading, is available on our website https://www.regencyceramics.in/policies/.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016)
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016
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 period under review, there was no instance of onetime settlement with any
Bank or Financial Institution.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT
There have been no material changes and commitments affecting the financial position of
your Company which have occurred between the end of the financial year of the Company to
which the financial statements relate and the date of the Report.
SUSPENSION OF TRADING
The shares of the Company have been listed and traded on the BSE Limited and NSE. The
securities of Company have not been suspended from trading on BSE Limited and NSE as on
March 31, 2024
DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT
During the period under review, there was no revision of financial statement or the
Report
EVENT BASED DISCLOSURES
During the year under review, the Company has not taken up any of the following
activities:
1. Disclosure on purchase by Company or giving of loans by it for purchase of its
shares : Not applicable
2. Buy back shares : Not applicable
3. Preferential Allotment of Shares : Not applicable
CEO/ CFO CERTIFICATION
The Managing Director cum CEO and CFO certification of the Financial Statements for the
year 2023-2024 is annexed to this Annual Report.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation of the contribution made by
the all concerns at all levels for the operations of the Company. Your Directors also wish
to place on record their appreciation of business constituents and shareholders of the
Company for their continued support for the Company.
|
BY ORDER OF THE BOARD |
|
|
for Regency Ceramics Limited |
|
| Place: Hyderabad |
Dr. Naraiah Naidu Gudaru |
Narala Satyendra Prasad |
| Date: September 05, 2024 |
Executive Chairman |
Managing Director & CFO |
|
DIN: 00105597 |
DIN:01410333 |