tata ceramics ltd Directors report

DIRECTORS REPORT

TO THE SHAREHOLDERS OF TATA CERAMICS LIMITED

Your Directors present the 23^rd Annual Report on the business and operations of the Company and the statement of accounts for the year ended 31st March 2014.

1. FINANCIAL RESULTS

		(Rs. in Lacs)
	Current Year	Previous Year
Total Revenue	4614.S8	3907.48
Profit / (Loss) before Interest & Depreciation	(255.19)	(105.40)
Interest	114.91	196.81
Depreciation	85.61	85.86
Net Profit/(Loss) for the year	(455.71)	(388.07)
Income Tax	-	-
Net After Tax Profit/(Loss)	(455.71)	(388.07)

2. PERFORMANCE REVIEW

The Companys sales performance was better during the current year, as compared with the previous year. Export sales were higher by 25% and Domestic sales remained at the same level. Consequently, the total income also registered a growth of 18% and, reached Rs. 4614.88 lacs.

Depreciation remained almost at the same level, and Finance costs dropped by 41% during the year as compared to the previous year. However, due to rise in input costs, cost of Material consumed was higher by 12% over the previous year. With the impact of Foreign Exchange Variation Loss in the books amounting to Rs. 165.64 lakhs (previous year Nil), the net loss for the year was higher by 17% compared to that of last year.

Going forward, the Company is making all efforts to increase sales in Exports as well as Domestic markets. With the support from Titan Industries Ltd., revenue from Retail segment is also expected to grow.

Efforts are also being made to improve yields, efficiencies and productivity, in the coming years. Services of the senior Technical Consultant who has worked with Wedgwood for more than 25 years, has been extended till 31.3.2015, on a part time basis, to achieve these ends.

Much awaited and more cost effective Liquefied Natural Gas (LNG) is anticipated to be available during the third quarter of the ensuing Financial Year 2014-15, which is about 20% cheaper than Liquefied Petroleum Gas (LPG) presently used. This would bring further reduction in fuel costs, thereby improving the contributions.

3. SHARE CAPITAL

There is no change in the Paid Up Equity Capital of the Company. It remained at the same level of 9,75,99,741 Equity Shares of Rs. 2/- each, aggregating to Rs. 1951.99 lacs.

In line with the decision of the Extra Ordinary General Meeting of the Members held on 20th May 2013, the Company issued Redeemable Cumulative Convertible Preference Shares of Rs. 1200 lacs to Tata Group Companies. These funds were utilized to pay off interest bearing short term borrowings of the Company, availed from Tata Group Companies. The Companys Debt-Equity Ratio has been improved significantly, consequent to this infusion of fresh capital.

Under the provisions of the Companies Act, 2013, the Company has become the subsidiary company of Tata Power Company Limited, as the holding of total paid up share capital by the Tata Power Company together with its subsidiary companies has crossed 51%.

4. LABOUR SITUATION

Long-term Wage Settlement Agreement with the Trade Unions was signed on 30th November 2013, for a period up to and including 313^st March 2015.

The Company was able to maintain cordial relations with the workmen during the year.

5. AUDIT COMMITTEE

The Committee comprised of Dr. H. S. Vachha, Mr. L. R. Natarajan and Mr. Sanjay Dube, all non-whole time directors of the Company, with Dr. H. S. Vachha, Independent Director, as its Chairman.

The role, terms of reference and the authority and powers of the Audit Committee are in conformity with the requirements of the Companies Act, 2013.

The Committee met 4 times during the financial year 2013-14.

6. DIRECTORS

In terms of the provisions of Sections 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Bhaskar Bhat, Director, retire by rotation at the Annual General Meeting, and is eligible for re-appointment.

7. DISCLOSURE UNDER SECTION 134 OF THE COMPANIES ACT, 2013

The particulars required under Section 134 of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure to the Directors Repot, and forms part of this report.

Particulars of employees, as required under Section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, from part of this report. However, in pursuance of Section 219(1)(b)(iv) of the Companies Act, 1956, this report is being sent to all shareholders of the Company, excluding the previously mentioned information and the said particulars are made available at the Registered Office of the Company. The member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

8. AUDITORS

The Company has received intimation to the effect that M/s. Deloitte Haskins & Sells, Chartered Accountants, Cochin, are willing to continue to audit the Accounts of the company and their reappointment, if approved, will be within the limits laid down under Section 139 of the Companies Act, 2013. The Members are requested to consider and confirm their re-appointment, and, authorize the Board to fix their remuneration.

A resolution proposing re-appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, Cochin, pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, based on the representations received from the Operating Management, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to all material departures;

(ii) they 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 at the end of the financial year and of the profit and loss of the company for that period;

(iii) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the Company is not a listed company; and

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. APPRECIATION

The Board wishes to express its appreciation for the co-operation and assistance received from the Development Commissioner, Cochin Special Economic Zone, Customs and the Commercial Taxes Department, the Punjab National Bank, State Bank of Travancore, State Bank of India, and other agencies of both Central and State Governments.

	On behalf of the Board of Directors
Kochi,	Bhaskar Bhat
Date : 13th June 2014	Chairman