restile ceramics ltd Directors report

DEAR MEMBERS,

Your Directors have pleasure in presenting the 37^th Annual Report of Restile Ceramics Limited ("the Company") on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2023.

1. FINANCIAL PERFORMANCE

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

(Rs. In Lakhs Except EPS)

Particulars	2022-2023	2021-2022
Revenue from Operations	197.12	59.34
Other Income	65.51	23.83
Total Income	262.63	83.17
Total Expenditure (excluding depreciation)	291.36	116.57
Net Operating Profit/Loss before depreciation	(28.73)	(33.40)
Less: Depreciation	(38.12)	(571.94)
Net Operating Profit/Loss after depreciation	(66.85)	(605.34)
Profit/(Loss) before Tax	(66.85)	(605.34)
Less: Provision for taxation	-	-
Current Tax	-	-
Deferred Tax Asset	-	-
Net Profit/(Loss) after Tax	(66.85)	(605.34)
Earnings Per Share- Basic & Diluted	(0.07)	(0.62)

2. PRESENTATION OF FINANCIAL STATEMENTS

The financial statements of the Company for Financial Year 2022-2023 have been prepared in compliance with the Companies Act, 2013 (the Act), applicable Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and amendments thereto (the SEBI Listing Regulations) and are disclosed in accordance with Schedule III of the Act.

3. STATE OF COMPANY AFFAIRS AND COMPANYS PERFORMANCE

Your Company is in the business of manufacturing and trading of vitrified tiles for the last 3 decades. It is registered as a Public Limited Company and is listed on the Bombay Stock Exchange Limited (BSE Limited).

During the year under review, your Companys total revenue from operations has increased to Rs. 197.12 Lakhs as compared to Rs. 59.34 Lakhs in the previous Financial Year. The Net operating loss of the Company has been reduced to Rs. 66.85 Lakhs as compared to Rs. 605.34 Lakhs in the previous Financial Year.

Detailed information on the operations of the business and state of affairs of the Company are covered in the Management Discussion and Analysis Report ("MDAR").

4. DIVIDEND

In the view of the loss incurred by the Company during the year under review and based on the Companys financial performance, the Board of Directors do not recommend any dividend on equity shares for the Financial Year ended on March 31, 2023.

5. BORROWINGS

The Companys borrowings as at March 31, 2023 stood at Rs. 3,914.79 Lakhs as against Rs. 3,918.62 Lakhs as at March 31, 2022.

6. TRANSFER TO RESERVES

There was no amount which was transferred to general reserves during the year under review. The closing balance of the retained earnings of the Company for Financial Year 2022-2023, after all appropriation and adjustments was Rs. (13,561.46) Lakhs.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company between end of the financial year and the date of this report. It is hereby confirmed that there has been no other change in the nature of business of the Company.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company does not have any subsidiary or Joint Venture or associate during the year under review.

9. SCHEME OF AMALGAMATION

The Board of the Directors of your Company at their meeting held on February 21, 2023, approved Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Regulations 11, 37 and 94 of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) as amended from time to time, provisions of SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021, as amended from time to time, issued by the SEBI and other applicable provisions, approving amalgamation of Restile Ceramics Limited ("Transferor Company") with Bell Granito Ceramica Limited ("Transferee Company") and their respective shareholders and creditors ("Scheme"). It is further subject to necessary approvals of the shareholders and creditors of the Company (ies), stock exchange, National Company Law Tribunal and such other statutory and regulatory approvals as may be required.

10. SHARE CAPITAL

During the year under review, there has been no change in the share capital of the Company. The Authorised Share Capital of the Company as on March 31, 2023 is Rs. 1,00,00,00,000/- divided into 10,00,00,000 equity shares of Rs. 10/- each and the issued, subscribed and paid up share capital of the Company as on March 31, 2023 is Rs. 98,27,92,390/- divided into 9,82,79,239 equity shares of Rs. 10/- each.

Further, there were no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares, nor has it granted any stock options during the financial year. During the year under review, the Company has neither increased the authorized share capital nor allotted any equity shares.

11. DEPOSITORY SYSTEM

The Companys equity shares are tradable in dematerialized/electronic form. As on March 31, 2023, 99.42% of the Companys total paid-up capital representing 9,77,04,815 equity shares were in dematerialized form. In view of the benefits offered by the depository system, members holding shares of the Company in physical mode are advised to avail the demat facility from their respective depository participants.

12. DEPOSITS

The Company has not accepted any deposits and as such no amount on account of principal or interest on public deposit under section 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.

13. PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

Details of loans, guarantee and investments, if any, covered under the provisions of Section 186 of the Companies Act are provided in the notes to financial statements.

14. RELATED PARTY TRANSACTIONS

The Company has put in place a policy for related party transactions ("RPT policy") which has been reviewed and approved by the Audit Committee and Board of Directors respectively. The RPT policy provides for identification of related party and related party transactions, materiality of related party transactions, necessary approvals by the Audit Committee/Board of Directors/ Shareholders of related party transactions and subsequent material modification thereof, reporting and disclosure requirements in compliance with the Act and the SEBI Listing Regulations.

All contracts/ arrangement/ transactions entered by the Company during Financial Year 2022-23 with related parties were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Prior omnibus approval of the Audit Committee is obtained for all related party transactions, which are foreseen, and of repetitive nature and is entered into in the ordinary course of business and at arms length. A statement giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval / noting on a quarterly basis and Appropriate approvals of the members were also taken, as applicable in accordance with the SEBI Listing Regulations.

The particulars of contracts or arrangements with related parties as prescribed in Form No. AOC-2 is annexed to this report (Annexure A). Details of related party transactions are given in the notes to the financial statements.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the half yearly reports on related party transactions with the Stock Exchange.

The policy on materiality of related party transactions and on dealing with related party transactions as approved by the Audit Committee and Board of Directors is uploaded on the Companys website www.restile.com.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations is attached as Annexure B of this Report. It provides details about the overall industry structure, global and domestic economic scenarios, developments in business operations / performance of the Companys various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the Financial Year 2022-23.

16. CORPORATE GOVERNANCE

Company has adhered to the best standards of governance long before they were legally mandated. The Company has devised proper systems to ensure compliance with all the applicable provisions and that such systems are adequate and operating effectively. Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a Certificate from Statutory Auditor confirming compliance, forms an integral part of this report and annexed as Annexure C.

A declaration with respect to the compliance with the Code of Conduct duly signed by the Managing Director of the Company also forms part of this report.

17. DIRECTORS & KEY MANAGERIAL PERSONNEL

I. Board of Directors:

Following are the Directors as on March 31, 2023:

Sr. No. Name of the Director	DIN	Category
1 Mr. Nalinkant Amratlal Rathod	00272129	Promoter, Non-Executive - NonIndependent Director
2 Mr. Viren Rathod	03407158	Executive - Managing Director
3 Mr. Nalandula Ramachandran Srinivasarao	00089348	Non-Executive - Independent Director
4 Mr. Mani (Narayanan Subramanian)	02577983	Non-Executive - Independent Director
5 Mr. Tenkasi Ramanarayanan Seetharaman	02385221	Non-Executive - Independent Director
6 Mr. Gopalachari Padmanabhan	00101432	Non-Executive - Independent Director
7 Mr. Yash Kaushik Shah	02155636	Non-Executive - Independent Director
8 Mrs. Bharati Nalin Rathod	02587701	Non-Executive - Non Independent Director
9 Mrs. Shruti Rathod	01948999	Non-Executive - Non Independent Director
10 Mr. Rajendra Prasad Kandikattu	00143653	Non-Executive - Nominee Director

a) Change in Directors:

1) Cessation/Resignation: During the year under review, there was no instance of cessation/resignation by any of the Directors of Company.

2) Appointment/Re-appointment: Pursuant to provisions of the Act and SEBI Listing Regulations, the Shareholders at the Annual General Meeting of the Company held on July 18, 2022 has reappointed Mr. Tenkasi Ramanarayanan Seetharaman (DIN: 02385221) as independent director of the Company, not liable to retire by rotation for a second term of five consecutive years with effect from July 18, 2022.

3) Director liable to retire by rotation:

> During the year under review, pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Nalinkant Amratlal Rathod (DIN: 00272129) were liable to retire by rotation and reappointed by the shareholders at the Annual General Meeting held on July 18, 2022.

> Further, Pursuant to provisions of Section 152(6) of the Act, Mrs. Bharati Nalin Rathod, Director, retires by rotation at the ensuing Annual General Meeting and, being eligible offers herself for reappointment. The Nomination and Remuneration Committee and Board have recommended reappointment of Mrs. Bharati Nalin Rathod. Brief profile of Mrs. Bharati Nalin Rathod as required under Regulation 36 (3) of the SEBI Listing Regulations read with SS-2 on General Meetings is provided separately by way of an Annexure to the Notice of the ensuing 37^th AGM.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, perquisites and reimbursement of expenses if any incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

None of the Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014. Further, the Company has received the necessary declarations from all the Directors as required under the Companies Act and SEBI Listing Regulations. Further, all the independent directors are registered with data bank maintained by the Indian Institute of Corporate Affairs ("IICA"). The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence.

Further, during the year under review, as per Section 167 of the Companies Act, 2013 Mr. Rajendra Prasad Kandikattu (DIN: 00143653), Nominee Director of the Company has vacated his office as he was absent from all the meetings of the Board of Directors held during a period of twelve months of the financial year 2022-23 with or without seeking leave of absence of the Board and In this regard the Management is in the process of resigning him from the board of the Company.

II. Key Managerial Personnel (KMPs):

During the year under review, Mr. Dharmendra Bhaliya has tendered his resignation from the post of Company Secretary and Compliance Officer of the Company with effect from closure of working hours of November 30, 2022. The Board placed on record their appreciation for Mr. Dharmendra Bhaliyas services to the Company. Further, the Board of Directors of the Company, on

recommendation of Nomination and Remuneration Committee, has appointed Ms. Palak Kumari as Company Secretary and Compliance Officer of the Company with effect from February 09, 2023.

Further, pursuant to the provisions of Sections 196, 197, 198 and 203 and other applicable provisions of the Companies Act, 2013 read with rule Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board and Nomination and Remuneration Committee has recommended re-appointment of Mr. Viren Rathod (DIN: 03407158) as Managing Director of the Company at the ensuing 37th Annual General Meeting for a term of five years w.e.f. May 04, 2024 who shall not be liable for determination for retirement by rotation and on the terms and conditions as may be agreed between them.

Following were the Key Managerial Personnels as on March 31, 2023 pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No. Name of the KMP	Designation
1 Mr. Viren Rathod	Managing Director
2 Mr. Tribhuvan Simh Rathod	Chief Financial Officer
3 Ms. Palak Kumari (w.e.f. February 09, 2023)	Company Secretary & Compliance Officer

18. MEETING OF THE BOARD AND ITS COMMITTEES

The Company has following committees in place in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders Relationship Committee.

The Committees constituted by the Board focus on specific areas and take informed decisions within the framework of delegated authority, and make specific recommendations to the Board on matters within their areas or purview. The decisions and recommendations of the Committees and minutes of meeting of committees are placed before the Board for information and/or for approval, as required. During the year under review, the Board accepted all recommendations received from its committees.

During the Financial Year 2022-23, six (6) Board Meetings, five (5) Audit Committee Meetings and one (1) Nomination and Remuneration Committee meeting were held. The details of the same along with other Committee meetings of Board are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

19. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its Board, its Committees and the individual members of the Board (including the Chairperson). A structured questionnaire was prepared after taking into consideration inputs received from the directors, covering the aforesaid aspects of the Boards functioning. The overall performance of the Board and Committees of the Board was found satisfactory.

Further, the overall performance of Chairman, Executive Director and Non-Executive Directors of the Company was found satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making etc.

Further, pursuant to Regulation 17 (10) of the SEBI Listing Regulations, the performance evaluation of the Independent Directors was carried out by the entire Board excluding the independent director being evaluated.

The Independent Directors expressed their satisfaction with the evaluation process and flow of information between the Company management and the Board.

20. CODE OF CONDUCT

The Company has adopted a Code of Conduct for Prevention of Insider Trading including policies and procedures for inquiry in case of leak or suspected leak of unpublished price sensitive information, Code for Fair Disclosure and Code of Conduct to regulate, monitor and report trading in securities by the directors, designated persons and immediate relatives of designated persons of the Company in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 (Insider Trading Regulations).

Pursuant to above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of Insider Trading Regulations. The transactions by designated persons above threshold approved by Board are subject to pre clearance by compliance officer. Company Secretary has been appointed as the Compliance Officer for purpose of Insider Trading Regulations.

Designated persons have made annual disclosure to Company as per requirements of Insider Trading Regulations and Companys Code of Conduct. The Code is available on website of the Company at www.restile.com.

21. DISCLOSURES BY DIRECTORS

Based on the declarations and confirmations received in terms of provisions of the Companies Act, 2013, circular(s) / notification(s) / direction(s) issued by the RBI and other applicable laws, none of the Directors on the Board of your Company are disqualified from appointment as Directors.

Declaration of Independent Directors

The Company has received the necessary declarations from the Independent Directors under Section 149(7) of the Act and Regulation 25 of the SEBI Listing Regulations, that they meet the criteria of Independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have also confirmed compliance with the provisions of Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of Independent Directors. The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence.

The Board after taking these declarations/ disclosures on record and acknowledging the veracity of the same, is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise, hold highest standards of integrity and are Independent of the Management of the Company. The terms and conditions of appointment of Independent Directors are available on the website of the Company at www.restile.com

22. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a system to familiarize its Independent Directors. The familiarization program aims to provide knowledge/information to the Independent Directors about their roles, responsibilities in the Company, nature of the industry, business model, processes, policies and the technology and the risk management system of the Company, the operational and financial performance of the Company, significant development so as to enable them to take well informed decisions in timely manner. During the Financial Year 2022-2023, the Independent Directors were updated from time to time on continuous basis on the significant changes in the regulations, duties and responsibilities of Independent Directors under the Act, and SEBI Listing Regulations.

The details of familiarization programmes for the Independent Directors are disclosed on the Companys website at www.restile.com.

23. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a Nomination & Remuneration policy. This policy inter alia provides:

(a) The criteria for determining qualifications, positive attributes and independence of Directors; and

(b) Policy on remuneration of directors, key managerial personnel and other employees.

The Policy is directed towards a compensation philosophy and structure that will reward and retain talent. The Nomination & Remuneration Policy is stated in the Corporate Governance Report and is also available on the Companys website at www.restile.com.

24. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 and to the best of Boards knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements:

(a) In the preparation of the annual accounts for the Financial Year ended on March 31, 2023, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(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 your Company as at March 31, 2023 and of the loss of the Company for the Financial Year ended March 31, 2023;

(c) Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;

(e) Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

25. AUDITORS

> Statutory Auditor

As per Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at the Annual General Meeting held on September 20, 2019 approved the appointment of M/s. R. Sundararajan & Associates, Chartered Accountants (Firm Registration No: 008282S) as the Statutory Auditors of the Company for a term of 5 years till the conclusion of the 38th Annual General Meeting.

The Statutory Auditors has issued qualified opinion on the Financial Statements for the Financial Year ended March 31, 2023 as mentioned in the below table:

QUALIFIED OPINION

MANAGEMENTS EXPLANATION

The Company has generated negative operating cash flows, incurred substantial operating losses and significant deterioration in value of assets used to generate cash flows all of which indicate existence of material uncertainty in the Companys ability to continue as a going concern for a reasonable period of time. The attached financial results do not include any adjustments that might result had the above uncertainties been known.

The Company is in the process of amalgamation with Bell Granito Ceramica Limited and will be able to achieve profitability post amalgamation.

> Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Niraj Trivedi, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year ended March 31, 2023. The secretarial audit report forms a part of this Annual Report. Further, pursuant to amendments under SEBI Listing Regulations and SEBI circular dated February 08, 2019, a report on secretarial compliance as required under Regulation 24A was submitted to the stock exchanges as obtained from Mr. Kamal Lalani Practicing Company Secretary for Financial Year 2022-23. These reports do not contain any qualification, reservation or adverse remark or disclaimer.

> Internal Auditor:

M/s. R K Doshi & Co LLP, Chartered Accountants, performed the duties of internal auditors of the Company for the Financial Year 2022-23 and their report is reviewed by the Audit committee.

> Cost Auditor:

The Maintenance of the cost records, for the services rendered by the Company is not required

pursuant to Section 148(1) of the Act, read with Rule 3 of the Companies (Cost

Records and Audit) Rules, 2014 and accordingly it is not required to appoint Cost Auditor.

26. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTIO 143 (12) OF THE ACT

During the year under review, no instances of fraud committed against the Company by its officers or employees were reported by the Statutory Auditors and Secretarial Auditors under Section 143(12) of the Act to the Audit Committee or the Board of Directors of the Company.

27. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Board has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems, work performed by the Internal, Statutory and Secretarial Auditors and external consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board is of the opinion that the Companys internal financial controls with reference to the financial statements were adequate and effective during the Financial Year under review. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

28. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, your Company is not required to contribute funds for CSR.

29. ANNUAL RETURN

A copy of the annual return as provided under section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is placed on Companys website at www.restile.com.

30. PARTICULARS OF EMPLOYEES

Your Company had 9 employees as on March 31, 2023. The statement containing particulars of employees as required under Section 197(12) of the Act, read along with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no employees were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure D and forms part of this report.

Your directors would like to record their appreciation of the efficient and loyal service rendered by the employees.

31. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to upheld and maintain the dignity of woman employees and to provide a safe and conducive work environment to all its employees and associates working in the Company.

During the Year under review the company has not received any complaints on sexual harassment.

32. RISK MANAGEMENT

Pursuant to Section 134 (3)(n) of the Act and Regulation 4(2)(f) of SEBI Listing Regulations, the Company has put in place comprehensive Risk Management Policy which inter alia, includes identification of elements of those risks which in the opinion of the Board may threaten the existence of the Company. Further, the Company has adequate risk management mechanism and same is periodically reviewed by the Audit Committee and Board. The major risk identified by the business are systematically addressed through mitigating actions on a continuing basis and cost-effectively risks are controlled to ensure that any residual risks are at an acceptable level. The Company has been addressing various risks impacting the Company and brief view of the Company on risk management has been disclosed in the Management Discussion and Analysis Report.

33. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In Compliance with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulation, the Company has adopted a Whistle Blower Policy. The Audit Committee oversees the functioning of this policy. The Companys vigil mechanism/ Whistle blower Policy aims to provide the appropriate platform and protection for Whistle Blowers to report instances of fraud and mismanagement, if any, to promote reporting of any unethical or improper practice or violation of the Companys Code of Conduct or complaints regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and regulations including the Companys ethics policy or Code of Conduct for Prevention of Insider Trading in the Company, Code of Fair practices and Disclosure.

The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. Details of the Vigil Mechanism and Whistleblower policy are covered in the Corporate Governance Report, which forms part of this Annual Report and are made available on the Companys website at www.restile.com.

During the Financial Year 2022-23, no cases under this mechanism were reported to the Company.

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations.

35. ENERGY CONSERVATION, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING & OUTGO

The details in respect of conservation of Energy, Technology Transfer and Foreign Exchange Earning and outgo is as follows:

A. Conversation of Energy and Technology Absorption

The Company is taking all possible measures to conserve energy. Several environment friendly measures are adopted by the Company. The Company continued to give major emphasis for conservation of Energy.

There were no power and gas consumed as there was no production during the year.

B. Foreign Exchange Earning and Outgo:

Details of foreign exchange earnings and outgo required under Section 134 (3) (m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are as under:

Total Foreign Exchange earnings and outgo by the Company is as follows:

Particulars	Year Ended March 31, 2023	Year Ended March 31, 2022
Foreign Exchange earnings	Nil	Nil
Foreign Exchange outgo	Nil	Nil

36. LISTING WITH STOCK EXCHANGES

The Equity Shares of your Company continue to remain listed on BSE Limited. The Listing fees to these Stock Exchanges and custodian fees to NSDL and CDSL have been paid by the Company for the Financial Year 2022-23.

37. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTION

No such instance of one-time settlement or valuation was done while taking or discharging loan from the Banks/ Financial institutions occurred during the year.

38. PROCEEDINGS PENDING UNDER THE INSLOVENCY AND BANKRUPTUCY CODE

There are no such proceedings or appeals pending under Insolvency and Bankruptcy Code, 2016 during the year and at the end of the Financial Year 2022-23.

39. SECRETARIAL STANDARDS OF ICSI

Your Company has complied with the applicable Secretarial Standard SS-1, SS-2 and SS-3 with respect to meetings of Board and its Committees and General Meetings respectively issued by the Institute of Company Secretaries of India.

40. STATUTORY DISCLOSURES

• The financial statements of the Company are placed on the Companys website www.restile.com

• The directors responsibility statement as required by section 134(5) of the Act, appears in this report.

• There is no change in the nature of business of the Company during Financial Year 2023.

• A Cash Flow Statement for Financial year 2022-2023 is attached to the Balance Sheet.

41. ACKNOWLEDGEMENT

Your Board takes this opportunity to place on record our deep appreciation to our Shareholders, Customers, Business Partners, Vendors, Bankers, Financial Institutions, Stock Exchange, Regulatory and Government Authorities and other Stakeholders at large for all support rendered during the year under review. We strive to build rewarding relationships with our stakeholders - clients, employees, shareholders, business partners, communities and regulators - for achieving our long-term vision aligned with our stakeholders interests.

The Directors also thank the Government of India, Governments of various states in India and concerned Government departments and agencies for their co-operation. The Directors hereby acknowledge the dedication, loyalty, hard work, cooperation, solidarity and commitment rendered by the employees of the Company during the year.

The Board also places its gratitude and appreciation for the support and co-operation from its members and other regulators.

By order of the Board of Directors of Restile Ceramics Limited Sd/-

Viren Rathod

Date: August 02, 2023 Managing Director

Place: Chennai DIN: 03407158

ANNEXURE A

FORM NO. AOC-2

(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 sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arms length basis: Nil

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts/arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions

(f) Date(s) of approval by the Board

(g) Amount paid as advances, if any

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2. Details of material contracts or arrangement or transactions at arms length basis:

(Rs. In Lakhs)

Sr. N o Name(s) of the related party and nature of relationship	Nature of contracts/ arrangement / transactions	Duration of the contracts/ arrangements / transactions	Salient terms of the contracts or arrangements or transactions including the value, if any:	Date(s) of approval by the Board, if any	Amount paid as advance , if any
1. Bell Granito Ceramica Limited Enterprise over which key management personnel or their relatives exercises control	Purchase of Goods or Services	Continual	183.22 5% discount from the Basic List price of Bell Granito Ceramica Limited plus applicable taxes	May 21, 2022	-
2. Bell Granito Ceramica Limited Enterprise over which key management personnel or their relatives exercises control	Rent in respect of lease	Continual	0.24 The property of BGCL was taken on lease	May 21, 2022	-

By order of the Board of Directors of Restile Ceramics Limited Sd/-

Viren Rathod

Date: August 02, 2023 Managing Director

Place: Chennai DIN: 03407158