AFFLUENCE

DIRECTORS? REPORT

                To,                                 

                The Member(s),

The Board of Directors presents the Annual Report of the Company together with the Audited Statements of Account for the financial year ended March 31, 2014.

FINANCIAL RESULTS   .              

DIVIDEND

Your Directors have decided to retain the profits of the Company and therefore, do not recommend any dividend for the Financial Year  ended on 31st March, 2014.

OPERATION OF THE COMPANY

During the year the company achieved the turnover of Rs. 18 Crore as against 16 Crore in the previous year. Though the turnover increased there was no substantial increase in net profit as the cost of raw materials and other operating cost and overheads went up .  The company expects better turnover in the coming years with the new government coming up positive approach which will set roll  the present stagnant  economy . . Several steel plants shut down and closed because they were unable operate because of lack of demand and increase in operating cost . The company achieved the turnover in spite of slow down in the Indian and Global economy.

 GLOBAL ECONOMIC CONDITIONS

The world Gross Domestic Product (GDP), as reported by the International Monetary Fund (IMF), witnessed a growth of 3% in 2013 as compared to a growth of 3.2% in 2012. Both advanced economies and emerging and developing economies witnessed the slowdown in growth at 1.3% and 4.7% respectively.

However, in the second half of the financial year 2013-14, macroeconomic conditions showed a sign of stabilization in certain developed regions including Europe but the growth remains anemic.

Similarly, the GDP growth in India at 4.7% in Financial Year 2013-14, marks a second straight year of sub-5% growth - the worst slowdown in more than a quarter of a century. This is largely attributed to sluggish growth in investments and tight monetary policy by the Reserve Bank of India leading to demand contraction.

NEW COMPANIES ACT, 2013

The historic companies Act, 2013 which replace more than five decades old Companies Act, 1956 was passed by the Parliament. The new Act provides major thrust on Compliance and accountability from the Corporate Sector and will provide further transparency in the disclosures. Your Company is already taking steps to comply with the provisions of the New Companies Act.

ANNUAL LISTING FEES

The Company?s shares continue to be listed at The Calcutta Stock Exchange Limited Bombay stock exchange. The Annual Listing fee for the year 2014-15 has been paid to the Stock Exchange.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis report for the year under review as stipulated under clause 49 of listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report.

As per clause 49 of the Listing Agreement, entered into with Stock Exchanges, Corporate governance Report and Auditors? Certificate thereon are attached and form part of this report.

DIRECTORS

a.       There are no director who retires by rotation. The directors of the company have given declaration pursuant to Section 274 (1) (g) of the Companies Act, 1956 that they are eligible to continue as a director in the Company.

b.       Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. SUBHAS GOYAL (DIN: 00652666), BINOD KUMAR SUHASARIA (DIN: 00652607),  as an Independent Director, for the terms given in the Notice of the  Annual General Meeting. Details of the proposal for the appointment of above Independent Director are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the Annual General Meeting.

c.                    Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, which has come into force with effect from 1st April? 2014, and revised Clause 49 of the Listing Agreement there shall be at least one Women Director on the Board of Directors of listed Companies or such class of companies as prescribed in the rules made there under. Since your Company is listed on the Calcutta Stock Exchange Limited, it is mandatory to appoint a Women Director. Your Directors are seeking appointment of Ms. MANJU AGARWAL (DIN: 06955769) as a Director for the terms given in Notice of the Annual General Meeting. Details of the proposal for the appointment of above Director are mentioned in the Explanatory Statement under section 102 of the Companies Act, 2013.

d.                   The Company has received declarations from all the Independent Directors of the Company that they meet with the criteria of independence as prescribed both under the sub-section(6) of section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchanges.

AUDITORS

M/s. A.PANDEY & ASSOCIATES., Chartered Accountants, (Firm Registration No.-316161E) having their registered office at KAML HOUSE ,50 WESTON STREET , ROOM NO 402 & 403 KOLKATA -700012, who are the Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Pursuant to provisions of Section 139 of the Companies Act, 2013 and rules framed there under, it is proposed to appoint M/s. A.PANDEY & ASSOCIATES., Chartered Accountants as statutory auditors of the Company from the conclusion of the ensuing AGM till the conclusion of this  AGM to be held in the year 2019, subject to annual ratification by members at Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

1.       PARTICULARS OF CONSERVATION OF ENERGY ? AS PER SCHEDULE A ANNEXED : 

2.       TECHNOLOGY ABSORPTION : Totally indigenous technology and also there was no expenditure on research and development during the year as well as previous year .

3.       FOREIGN EXCHANGE EARNINGS & OUTGO :

CORPORATE GOVERNANCE

SEBI, vide its circular dated February 21, 2000, specified principles of corporate governance and introduced a new clause 49 in the Listing agreement of the Stock Exchanges. These principles of corporate governance were made applicable in all the listed companies with the paid up capital of Rs 3 crores and above or net worth of Rs 25 crores or more at any time in the history of the company, were covered as of March 31, 2003.

PARTICULARS OF EMPLOYEES

Your  Directors  place on record the sense of appreciation for the valuable contribution made by the staff members of the Company and hope that their continued support will help in achieving the goals of the Company. In accordance with the  requirement  of  Section 217(2A) of the  Companies Act, 1956, and read together with Companies ( particulars of Employees ) Amendment Rules 2011 it is stated that  no  employee of the Company is in receipt of remuneration aggregating to Rs.60,00,000/- or more for the year and Rs.5,00,000/-  or more per month for the part of the year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i)                     that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

iii)                  that the directors have 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)                 that the directors have prepared the annual accounts on going concern basis .

SECRETARIAL AUDITORS

In terms of section 204 of the Company Act, 2013 the Board at its meeting held on 30th May, 2014 has appointed a company secretary in whole time practice , as Secretarial Auditor for conducting Secretarial Audit of the Company for Financial year 2014-15.

Further a copy of Compliance certificate pursuant to Sec 383A of the Companies Act ,1956 has been obtained for the year ended 31St March , 2014 and is annexed to this report .

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their gratitude and thank the Financial Institutions, Bankers, Government Authorities, Customers, Vendors, Shareholders and Employees for their valuable guidance, support and continued assistance, cooperation to the Company. The Directors also commend the continuing commitment and dedication of the employees at all levels. The Board of Directors also look forward to their continued support in future                                                                                                                                 

By Order of the Board of Directors

 For Associated Ceramics Limited

ANNEXURE TO DIRECTORS REPORT

PARTICULARS REQUIRED UNDER THE

COMPANIES (DISCLOSURE OF PARTICULARS

IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988

CONSERVATION OF ENERGY-  PART - A

PART - B

In accordance with clause 49 of the listing agreement with the Calcutta Stock Exchange Limited, BSE Limited and some of the best practices followed internationally on Corporate Governance, the report contains the details of corporate governance systems and processes at Associated Ceramics Limited. At Associated Ceramics Limited (ACL) Corporate Governance is all about maintaining a valuable relationship with stakeholders. At ACL, we consider stakeholders as partners in our success, and we remain committed to maximizing stakeholder value, be it shareholders, employees, suppliers, customers, investors, communities or policy makers. 

COMPANY?S PHILOSOPHY

The Company firmly believes in and has consistently practiced good Corporate Governance. The Company?s essentials character is shaped by the values of transparency, professionalism and accountability. The Company is committed to attain the highest standard of Corporate Governance. The philosophy of the Company in relation to Corporate Governance is to ensure transparency in all its operations, make disclosures and enhance all stakeholders? value within the framework of laws and regulations.

We believe in the adoption of most relevant and practical practices for good Corporate Governance in its totality to boost up the image of the Company by adhering to be fair to all the Shareholders. Transparency in day-to-day affairs, full disclosure, independence, long term approach, growth in absolute terms and Social welfare had been the essence of the management of the Company.

Corporate governance encompasses a set of systems and practices to ensure that the Company?s affairs are being managed in a manner which ensures accountability, transparency and fairness in all transactions in the widest sense. The objective is to meet stakeholders? aspirations and societal expectations. Good governance practices stem from the dynamic culture and positive mindset of the organization. At ACL, we are committed to meet the aspirations of all our stakeholders. This is demonstrated in shareholder returns, high credit ratings, governance processes and an entrepreneurial performance focused work environment. Over the years, we have strengthened governance practices. These practices define the way business is conducted and value is generated. Stakeholders? interests are taken into account, before making any business decision. ACL has the distinction of consistently rewarding its shareholders over eventful years. ACL has moved from one big idea to another and these milestones continue to fuel our relentless pursuit of ever-higher goals.

ETHICS POLICIES

At ACL, we strive to conduct our business and strengthen our relationships in a manner that is dignified, distinctive and responsible. We adhere to ethical standards to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. Therefore, we have adopted various codes and policies to carry out our duties in an ethical manner. Some of these codes and policies are:

Code for Board of Directors and Board Committees

Code of Business Conduct and Ethics for Directors / Management Personnel

Code of Conduct for Prohibition of Insider Trading

Code of Ethics and Business Policies

Policy document on Values and Commitments

Manual on Corporate Governance

Health, Safety and Environment (HSE) Policy

Code of Financial Reporting, Disclosure & Transparency

Business Responsibility Policy Manual

OBSERVANCE OF THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

The Institute of Company Secretaries of India (ICSI), one of India?s premier professional bodies, has issued Secretarial Standards on important aspects like Board meetings, General meetings, Payment of Dividend, Maintenance of Registers and Records, Minutes of Meetings, Transmission of Shares and Debentures, Passing of Resolutions by Circulation, Affixing of Common Seal and Board?s Report. Although these standards, as of now, are recommendatory in nature, the Company substantially adheres to these standards voluntarily.

          BOARD OF DIRECTORS

An active, informed and independent Board is necessary to ensure highest standards of Corporate Governance. The main role of Board is to take right decision to safeguard and enhance shareholders value. 

Composition of the Board:

The Board of Director presently consists of four(  4 )  Directors, of which three ( 3 )  are executive Directors. Management of the Company is headed by Sri Arun Agarwal, Managing Director, subject to general supervision, control and direction of the Board. The Non-Executive Directors do not have any material pecuniary relationship or transaction with the Company. During the Year under review Eight Board Meetings were held and the gap between two meetings did not exceed four months. Dates of the Board Meeting are 30.04.2013, 15.05.2013, 28.06.2013, 14.08.2013, 15.10.2013, 15.11.2013, 10/02/2014 and 15/03/2014.

Board Meetings, Board Committee Meetings and Procedures

?         Institutionalised Decision Making Process

The Board of Directors is the apex body constituted by the Shareholders for looking after overall functions of the Company. It provides and evaluates the strategic direction of the Company, Management policies and their effectiveness and ensures that the Long Term interests of the Shareholders are being served. Management Committee has been entrusted with the powers to oversee the functional matters of the Company.

All the relevant information during the Financial Year 2013-2014 as enumerated in Clause 49 of the Listing Agreement has been placed before the Board for its consideration. The draft minutes of each meeting are circulated to all Directors for their comments before being recorded in the minutes book. The important decisions taken at board meetings are communicated to the concerned departments promptly.

?         Scheduling and selection of Agenda Items for Board Meetings

i.                     Minimum four Board Meetings are held every year and in addition, as and when it is required, the same is called and convened by giving due Notice to all the Board Members.

ii.                    The meetings are usually held at the Registered Office of the Company.

iii.                  The Managing  Director in consultation with other Directors finalize the Agenda and other related matters for the Board Meeting.

iv.                  The Board is provided with the sufficient Financial Information as and when required by them by way of Quarterly, half yearly and so on.

v.                    All the relevant information are placed before the Board in compliance of the Listing agreement with the Stock Exchanges as well as other Statutory Requirements.

vi.                  Significant accounting policies and internal controls.

vii.                 Statement of significant transactions, related party transactions and arrangement entered by the company, if any.

viii.               Making of loans and investment of surplus fund.

?         Board material distributed in advance

The agenda and notes on agendas are distributed to directors in advance, and in the defined agenda format. All material information is incorporated in the agenda for facilitating meaningful and focused discussions at the meeting. Where it is not practicable to attach any document to the agenda, it is tabled before the meeting with specific reference to this effect in the agenda. 

?         Minutes of Proceeding at Board and Committee Meetings

The Minutes are prepared for each Board and Committee Meeting. Each member of the Board/Committee receives a draft copy of the Minutes for their comments before its final recording into Minutes Book.

?         Post meeting follow-up mechanism

The guidelines for Board and Board Committee meetings facilitate an effective post meeting follow up, review and reporting process for decisions taken by the Board and Board Committees thereof. Important decisions taken at the board and Board Committee meetings are communicated promptly to the concerned departments.

          COMMITTEES OF THE BOARD:

The Board of Directors of the Company has constituted three Committees viz, Audit Committee, Remuneration and Nomination Committee and Stakeholders Relationship Committee. The minutes of the Committee Meetings are noted by the Board. The role and Composition of the aforesaid Committees, including the number of meetings held and the related attendance of the members are given below:           

AUDIT COMMITTEE

The Board of Directors has in accordance with the requirements of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, constituted an Audit Committee for overseeing the accounting, auditing and overall financial reporting process of the Company. The Committee?s purpose is to oversee quality and integrity of accounting, auditing and financial reporting process. The Committee also oversees the appointment, performance and remuneration of the statutory auditors.

1.    Power of Audit Committee

  As enumerated in clause 49 of the Listing Agreement, the Audit Committee has following powers:

?         To investigate any activity within its terms of reference;

?         To seek information from any employee;

?         To obtain outside legal or other independent professional advice

?         To secure the attendance of outsiders with relevant experience and expertise, when considered necessary.

2. Role of Audit Committee

        The role as stipulated by the Board to the Audit Committee includes:

1.       Oversight of the Company?s financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2.       Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of the Statutory Auditor and the fixation of audit fees.

3.       Reviewing with the Management, the annual financial statement before submission to the Board for approval, with particular reference to:

?         Matters required to be included in the Directors Responsibility Statement in the Directors Report in terms of clause (2AA) of section 217 of the Companies Act, 1956

?         Changes, if any, in accounting policies and practices and reasons for the same.

?         Major accounting entries involving estimates based on the exercise of judgment by management.

?         Significant adjustments made in the financial statements arising out of audit findings.

?         Compliance with listing and other legal requirements relating to financial statements.

?         Disclosure of any related party transactions.

?         Qualification in the draft audit report, if any.

4.       Reviewing with the management, the quarterly financial statements before submission to the Board for approval.Reviewing with the management, performance of auditors, and adequacy of internal control systems.Discussion with statutory auditors before the audit commences, about the nature and scope of the audit as well as post - audit discussion to ascertain any area of concern.To review the functioning of Whistle Blower Mechanism, in case the same is existing.Carrying out any other function as is mentioned in the terms of reference of the audit Committee.

Mr. ARUN AGARWAL, the Chairman of the Audit Committee was present at the previous Annual General Meeting of the Company which held on 30th September, 2013.

During the year under review, four meetings of the committee were held during the year ended 15.05.2013, 28.06.2013, 14.08.2013, 15.11.2013 and 10.02.2014. The composition of the committee and attendance at its meeting is given below:

The Statutory Auditor is regular invitee.

REMUNERATION AND NOMINATION COMMITTEE

          The Company has re-constituted Remuneration Committee as and Nomination and Remuneration Committee on 30TH May, 2014. All the members were present in the meeting. No payments are made by the Company to Non-executive directors for which approval of the remuneration committee is required. The composition of the committee and attendance at its meeting is given below:

The Committee?s constitution and terms of reference are in compliance with provisions of the Companies Act, 2013, clause 49 of the Listing agreement, as amended from time to time.

The broad terms of reference of the Remuneration and Nomination Committee are as under:

?         Make recommendations regarding the composition of the Board, identify independent Directors  to be  inducted to the Board from time to time and take steps to refresh the composition of the Board from time to time .

?         Provide guidance and direction in developing and implementing the reward philosophy of the Company .

?         Evaluate and approve the appointment and remuneration of senior executives , the Company?s remuneration plan , annual salary increase , principles and budgets , annual and long term incentive plan of the company , policies and programmes such as succession planning , employment agreements , severance agreements and any other benefits

?         Review progress on the Company leadership development programmes, including from promotion to the Boards, employee engagement initiatives and employee surveys.

?         Consider and approve matters relating to normal retirement plans, Voluntary Retirement and Early Separation Schemes for Employee of the Company.

?         Establish Key Performance metrics to measure the performance of the Managing Director and the Executive team including the use of financial, non financial and qualitative measures.

?         Evaluate executive team performance regularly to strengthen the cumulative annual assessment and to provide timely feed back to the assessed individuals.

?         Developing a view on the human resources capability in the business by periodically engaging with levels below the executive team.

?         Review and recommend to the Board the remuneration and commission to the managing and executive directors and define the principles, guidelines and process for determining the payment of commission to non executive directors of the company.

?         To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and/or removal..

                          REMUNERATION TO THE MANAGING  AND EXECUTIVE DIRECTOR:         

          The Managing and Executive Director, are paid a fixed quantum of Salary as recommended by the Board of Directors within the overall limits permissible under the Companies Act and as approved by the Shareholders.

                SHARES HELD BY THE DIRECTORS AS ON 31ST MARCH, 2014.

          STAKEHOLDERS  RELATIONSHIP COMMITTEE

          The shareholders?/Investors? Grievance committee of the Board has been re-constituted as Stakeholders Relationship Committee (SR Committee) w.e.f 30TH MAY .2014, to look into complaints like transfer of shares, non-receipt of dividend etc. The SR Committee is primarily responsible to review all matters connected with the company?s transfer of securities and Redressal of shareholders/investors. The committee also monitors the implementation and compliance with the Company?s code of conduct for prohibition of Insider trading. The SR Committee and the terms of reference meet with requirements of the clause 49 of the listing agreement and provisions of the Companies Act, 2013. The composition of the committee and attendance at its meeting is given below:

          The Committee generally meets once in three months to deal with any complaints or grievances as may be received from the Shareholders. The Company has not received any Complaints from its investors during the financial year 2013-2014.  The Company is registered with SEBI under SCORES.

          COMKPLIANCE OFFICER :

          SHRI SHARAD AGARWAL, Director is the Compliance Officer for complying with the requirements of the listing agreements with stock exchanges in India.

THE BROAD TERMS OF REFERENCE OF THE STAKEHOLDERS AND RELATIONSHIP COMMITTEE, INTER ALIA , INCLUDES THE FOLLOWING:

Oversee and review all the matters connected with the transfer of the Company?s securities.Approve issue of the Company?s duplicate share/debenture certificates.Monitor Redressal of investors?/shareholder?/security holders? grievances like transfer of shares , non receipt of balance sheet , non receipt of declared dividends etc  . Allotment and listing of Company?s share The movement in shareholdings and ownership structure Oversee the performance of the Company?s Registrars and transfers agentsRecommend method to upgrade the standard of services to investors.Monitor implementation of the Company?s Code of Conduct for prohibition of insider trading.

CODE OF CONDUCT

The Code of Conduct  in line with the provisions of Clause 49 of the Listing Agreement has been framed /adopted by the Board and is applicable to all the members of the Board and Senior Management Executives. This Code forms an integral part of the Company?s Governance policy. The Company adheres to the highest Standards of business ethics, compliance with the Statutory and legal requirements and commitment to transparency in business dealings.

                  GENERAL BODY MEETINGS

The date and time of Company?s Annual General Meetings during the last three years are as follows:

No extra-ordinary general meeting of the shareholders was held during the year.

          None of the Resolution proposed at the Annual General Meeting held was required to be passed by postal ballot.

DISCLOSURES

a.     There were no materially significant related party transactions i.e. transactions of the Company of material nature, which its promoters, the Directors of the Management, their subsidiaries or relatives etc., that may have potential conflict with the interest of the Company at large. The related party transactions have been duly disclosed in the ?Notes on Accounts? to the Balance Sheet.

b.    There were no cases of non-compliance by the Company and no penalties / strictures imposed on the Company by any Statutory Authority on any matter.

c.     The statutory financial statements of the Company are unqualified.

d.     Reconciliation of Share Capital Audit:

     A Qualified Company Secretary carried out a Share Capital Audit to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

e.    CODE FOR PREVENTION OF INSIDER TRADING:

      In compliance with the SEBI Regulations on prevention of Insider Trading, the company has framed a comprehensive Code of Conduct for prevention of Insider Trading for its designated employees. The Code lays down guidelines, which advices them on procedures to be followed and disclosures to be made, while dealing with shares of the Company, and cautioning them of the consequences of violations.

COMPLIANCE CERTIFICATE

Compliance Certificate on Corporate Governance from the Auditors of the Company is annexed with this Report

                  MEANS OF COMMUNICATION

?         The Quarterly and Half Yearly results are published normally in Business Standard and Dainik Jagaran. The results are not sent individually to the shareholders. The Company has its own website http://www.associatedceramicsltd.com and all vital information relating to the Company and its performance including financial results and corporate presentations, etc. are regularly posted on the website.         

?         There were no presentations made to the institutional investors or analysis during the year.

?         Management Discussion and Analysis Report (MD &A Report) forms part of Directors? Report. All matters pertaining to industry structure and developments, opportunities and threats, segment/product wise performance, outlook, risks and concerns, internal control and systems etc., are discussed in the said report.

GENERAL SHAREHOLDERS INFORMATION

          The ISIN Number of the Company on both NSDL and CDSL is INE 771E01010 Total No. of Shares dematerialized up to 31.03.2014 is 19900

MARKET PRICE DATA

REGISTRAR & SHARE TRANSFER AGENT : 

M/S NICHE TECHNOLOGIES PVT. LTD.

D-571, BAGREE MARKET, 71, B.R.B.BASU ROAD,

KOLKATA ? 700 001

          SHARE TRANSFER SYSTEM:

          The Authority to approve Share transfers has been delegated by the Board of Directors to the Share Transfer Committee. Requests received for transfer of Shares are processed within thirty days of receipt. After transfer, letters are sent to those shareholders as specified by the Depositories giving an option to dematerialize their shares. In case a Shareholder who opt for dematerialization, Electronic Credit is made. Physical Certificates are sent by Registered Post in case of those shareholders who opt to hold the shares in physical form.

PERMANENT ACCOUNT NUMBER :

The Securities and Exchange Board Of India has mandated the submission of Permanent Account Number ( PAN ) by every participant in securities market . Members holding shares in electronic form are therefore requested to submit there PAN to the Depository Participants with whom they are maintaining their Demat accounts . Member holding shares in physical form can submit their PAN details to the Company / Registrar and Share Transfer Agent .

NOMINATION FACILITY :

Shareholders holding shares in physical form and desirous of submitting / changing nomination in respect of their shareholding in the Company may submit Form SH-13 ( in duplicate ) as per the provision of Sec 72 of the Companies Act , 2013 to the Company?s Registrar and Transfer Agent .

BANK DETAILS :

Shareholders holding shares in physical form are requested to notify / send the following  information to the Registrar and Share Transfer Agent of the Company .:

1.       Any change in their address / mandate / bank details etc ; and

2.       Particulars of the bank account in which they wish their dividend to be credited ( in cas the same has not been furnished earlier ) and shall include the following particulars  namely , Bank Name , Branch Name , Account Type , Account Number and MICR code (9 digit )

          DISTRIBUTION OF SHAREHOLDING (AS ON 31ST MARCH 2014

          DISTRIBUTION OF SHAREHOLDINGS:

          DEMATERIALISATION OF SHARES:

          As on 31st March 2014, 0.66 % of the total equity capital of the company was held in dematerialized form.

          OUTSTANDING GDR/ADR/WARRANTS OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE AND IMPACT ON EQUITY:

          The Company has not issued any GDR/ADR/Warrants.

          ADDRESS FOR CORRESPONDENCE:

For any assistance in respect of status of dematerialization of shares, transfer, transmission, issue of duplicate certificates, change of address, non-receipt of Annual Reports, Investors are requested to write to:

ASSOCIATED CERAMICS LTD

7 GANESH CHANDRA AVENUE , 4TH Floor,

Kolkata ? 700 001.

Email: assockd@rediffmail.com

PLACE : KOLKATA

DATE : 30/05/2014                                                                                            

                                                                                                ARUN AGARWAL                  BIMAL AGARWAL

MANAGING DIRECTOR  CERTIFICATION

 To,

 The Board of Directors

Associated Ceramics Limited

Re: Financial Statement for the Financial Year 2013-2014 ? Certification by Managing Director

-----------------------------------------------------------------------------------------------------------------------

I, Arun Agarwal, Managing Director of M/s Associated Ceramics Limited on the review of Financial Statements and Cash Flow Statement for the year ended 31st March, 2014 and to the best of my knowledge and belief, hereby certify that:These statement do not contain any materially untrue statements or omit any material fact or contain statements that might be misleading;These statements together present a true and fair view of the Company?s affairs and are in compliance with existing accounting standards, applicable laws and regulations.There are, to the best of my knowledge and belief, no transactions entered into by the Company during the year ended 31st March, 2014 which are fraudulent, illegal or violative of Company?s Code of Conduct.I accept responsibility of establishing and maintaining internal control systems of the Company pertaining the financial reporting and I have disclosed to the auditors and the Audit Committee those deficiencies in the design and operation of such internal controls of which I am aware and the steps I have taken or propose to take to rectify these deficiencies.I have indicated to the Auditors and the Audit Committee:

i.                     There have been no significant changes in internal control over financial reporting during the period.

ii.                    There have been no significant changes in accounting policies during the period.

iii.                  There have been no instances of significant fraud of which I have become aware and the involvement therein, of management or an employee having significant role in the Company?s internal control systems over financial reporting.

Declaration affirming compliance of Code of Conduct

A declaration by the Managing Director affirming compliance of Board members and senior Management Personnel to the Code is mentioned herewith:

Declaration signed by the Executive Director

As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, the Board Members and the Senior Personnel have confirmed compliance with the Code of Conduct for the year ended 31st March, 2014.

                                                                                                For Associated Ceramics Limited

Place: Kolkata                                                                                      

Date: 30.05.2014                                                                                  Arun Agarwal

Managing Director

CERTIFICATE OF THE AUDITORS IN RESPECT OF COMPLANCE OF CORPORATE GOVERNANCE

          To the Members of

          Associated Ceramics Limited

          We have examined the compliance of conditions of corporate governance by M/s Associated Ceramics Limited, for the year ended on 31st March, 2014, as stipulated in clause 49 of the Listing Agreement of the said company with stock exchange.

          The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof adopted by the company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the company.

          In our opinion and to the best of our information and according to the explanations given to us, we certify that the company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the abovementioned Listing Agreement.

          As required by Guidance Note issued by the Institute of Chartered Accountants of India we have to state that no investor grievances were pending for a period of one month against the company as per the records maintained by the Shareholders?/Investors? Grievance Committee.

          We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness with which the management has conducted the affairs of the company.