regency ceramics ltd share price Directors report

To,

The Members,

Regency Ceramics Limited, Hyderabad

Your Directors have pleasure in presenting the 39^th Annual Report on the business and operations of the Company together with the Audited Financial Statement for the Financial Year ended March 31, 2023.

FINANCIAL SUMMARY/HIGHLIGHTS

The performance of the Company for the Financial Year ended March 31, 2023 is as under:

(Rupees in lakhs)

Particulars	Current Year 31-03-2023	Previous Year 31-03-2022
Revenue from Operations	4.08	0.00
Other Income	336.39	22.99
Total Income	340.47	22.99
Total Expenditure	641.41	571.32
Prior Period Adjustment	0.00	0.00
Profit / (Loss) Before exceptional and extraordinary items and Tax	(300.94)	(548.33)
Less: Exceptional and Extraordinary Items	(1263.34)	3766.68
Profit/ (Loss) Before Taxation	(1564.28)	3218.35
Less: - Current Tax
- Tax adjustment relating to prior years - Deferred Tax	0.00	0.00
Profit / (Loss) After Tax	(1564.28)	3218.35

REVIEW OF OPERATIONS AND STATE OF COMPANYS 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, 2023 was Rs. 4.08 Lakhs.

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 Honble 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 shall be utilised for reinstatement/replacement of the Assets destroyed.

LENDERS DUES SETTLEMENTS

Subsequent to revised One Time Settlement (OTS) package sanctioned by the five banks for settlement of their dues and the payment of entire OTS amount by the Company, all the lenders have filed Satisfaction of Memo in Debt Recovery Tribunal and Satisfaction of Charge with Registrar of Companies.

LABOUR SETTLEMENTS

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, Union Territory of Puducherry between the C ompany and its 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 in to residential plots, development of land, laying of roads, allotment of plots, etc., is in progress.

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 received unsecured loan from Directors amounting to Rs. 57,25,75,906/- (Rupees Fifty-Seven Crores Twenty-Five Lakhs Seventy-Five Thousand Nine Hundred and Six only) as on March 31,2023.

APPROPRIATIONS TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves during the Financial Year ended March 31, 2023.

DIVIDEND

Due to the financial losses sustained over the past fiscal period, the Company is not in a position to declare dividend. This decision, however difficult, is a deliberate step towards the prudent management of our Companys financial health and long-term 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 Flundred 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, 2023 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 of the Company during the year under review:

a. Mr. Sreenivasulu Naidu, (DIN: 00106038) Non Executive (Non- Independent) Director of the Company, who was liable to retire by rotation in the Annual General Meeting held on September 30, 2022, was re-appointed as a Director of the Company.

b. Mr. Ramkumar Srinivasan (DIN: 02059639) was appointed as an Additional Independent Director of the Company by the Board of Directors on February 02,2022 and his appointment was regularized by the members at Extraordinary General Meeting held on May 05,2022.

The Directors and Key Managerial Personnel of the Company as on March 31, 2023 were as follows:

S. Name of the Director/ KMP No.	Designation
i. Dr. Naraiah Naidu Gudaru	Chairman and Managing Director
ii. Mr. Narala Satyendra Prasad	Whole-time Director and CFO
iii. Mr. Sreenivasulu Naidu	Non-Executive Non- Independent Director
iv. Mr. Ramkumar Srinivasan	Independent Director
v. Mr. Gopala Krishna Yalamanchili	Independent Director
vi. Mrs. Vijaya Lakshmi Yalamanchili	Independent Director
vii. Mr. Narasimham Mangavally	Company Secretary and Compliance Officer

In accordance with the provisions of the Act, Mr. Narala Satyendra Prasad, (DIN: 01410333) Whole-time Director 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. NaraiahNaidu Gudaru	Chairman and Managing Director
ii. Mr. Narala Satyendra Prasad	Whole-time Director and CFO
iii. Mr. Ramkumar Srinivasan	Independent Director
iv. Mrs. Vijaya Lakshmi Yalamanchili	Independent Director
v. Mr. Vasantha Rayudu Garapati	Additional Independent Director
vi. Ms. Neha Bung	Company Secretary and Compliance Officer

BOARD MEETINGS

The Board of Directors met Eight (08) times during the Financial Year from 1^st April 2022 to 31^st March 2023. The dates on which the meetings were held are 11/04/2022, 04/05/2022, 30/05/2022, 12/08/2022, 05/09/2022, 14/11/2022, 12/12/2022 and 10/02/2023.

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 2022-23 is as follows:

„ mT Date of Board S. No. Meeting	No. of Directors entitled to attend	No. of Directors who attended	% of their Attendance
1. 11/04/2022	6	6	100
2. 04/05/2022	6	6	100
3. 30/05/2022	6	6	100
4. 12/08/2022	6	5	83.33
5. 05/09/2022	6	6	100
6. 14/11/2022	6	5	83.33
7. 12/12/2022	6	4	66.67
8. 10/02/2023	6	4	66.67

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 2022-23 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. Gopala Krishna Yalamanchili, 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(l)(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. regency ceramic s. 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, Boards 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 nonns. 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 DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Board has, on the recommendation of the Nomination & Remuneration Committee frameda 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 Companys 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 Companys 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, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had 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 31,2023 and of the loss of the Company for the Financial Year under review;

c) the Directors had 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 had 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, 2023 is placed on the website of the Company i.e., https://www.regencvceramics.in/annual-retums/. The same can be accessed post completion of 24^th Annual General Meeting scheduled to be held on September 30, 2023.

AUDITORS

A STATUTORY AUDITOR

M/s.KS Rao & Co. Chartered Accountants, Hyderabad (Finn Registration No. 003109S ) were appointed as Statutory Auditor of the Company, for a term of 5 (five) consecutive years, at the 38^th Annual General Meeting held on September 30, 2022, to hold the office till the conclusion of 43^rd Annual General Meeting of the Company.

The Auditors Report for the Financial Year 2022-23 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. M&K Associates, Company Secretaries were appointed as Secretarial Auditor for the Financial Year 2022-23. The Secretarial Audit Report submitted by M/s M&K 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 AUDITORS REPORT

The Board has duly reviewed the Statutory Auditors Report on the Accounts for the year ended March 31, 2023 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. Audit Qualifications No.		Boards 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 Factory, Yanam due to unprecedented violence, occurred on January 27, 2012. Stocks of Finished goods, Raw materials, stores and spares, stocks-in-process and other inventories were damaged / looted to a large extent. The Company declared lock-out of the Plant from January 31,2012.
		The extent of Loss/damage to Plant & Machinery, Buildings and other assets of the Company were not considered in the books pending assessment and disclosed at book value after providing depreciation without considering 5% residual value on account of efflux of time. The Company has started the process of estimating the condition of the existing fixed assets & its realizable value. As such, the machinery & buildings have not been insured.
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 MS ME suppliers will be negotiated and finalized after operations commence
5. Reply to Audit Qualification 5	The Company is of opinion that the statutory authorities shall waive the same in view of the unprecedented incident.

B. SECRETARIAL AUDIT REPORT

The Board has duly reviewed the Secretarial Auditors Report for the year ended March 31, 2023 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		Boards 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		The omission was purely unintentional and only due to an inadvertent clerical mistake.
3. Reply to Audit Qualification 3		The Company is coordinating with Ms. P Narayanamma, for obtaining her correct PAN details.
4. Reply to Audit Qualification 4		The Company has complied with said regulation during the quarter ended June 30, 2022, September 30, 2022 and December 31, 2022, however, due to the reasons beyond the control of the Company the company could not maintain the same during the Quarter ended March 31, 2023.
	We further state that the Company has duly re-installed the Structured Digital Database on August 7, 2023 in due compliance of the applicable laws.
5. Reply to Audit Qualification 5	The delay was purely unintentional and only due to an inadvertent clerical mistake.

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 2022-2023.

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 arms 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
(i) the steps taken or impact onconservation of energy	The operations of your Company are not energy intensive; however adequate measures have been taken to reduce energy consumption.
(A) (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
(ii) the benefits derived like product improvement, cost	Not Applicable
(B) reduction, product development or import substitution;
(iii) in case of imported technology (imported duringthe last three years reckoned from the beginning of the Financial Year);	Not Applicable
a) the details of technology imported;
b) the year of import;
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)
	2022-23	2021-22
Foreign Exchange Outflow	2,68,290	Nil
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.regencvceramics.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 2022-23 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 202223 to BSE Limited as well as National Stock Exchange of India Limited where the Companys Shares are listed.

POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the fonnulation 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 upmost 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 2022-23:

• 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 Companys website.

The ratio of the remuneration of each Director to the median employees 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.regencvceramics.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.

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 : NA

2. Buy back shares : NA

3. Disclosure about revision : NA

4. Preferential Allotment of Shares : NA

CEO/ CFO CERTIFICATION

The Managing Director cum CEO and CFO certification of the Financial Statements for the year 2022-2023 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

	Sd/-
Place: Hyderabad	Dr. Naraiah Naidu Gudaru
Date: September 02, 2023	Chairman and Managing
	Director(DIN: 00105597)