AFFLUENCE

To,
The Members,
M/s. EXXARO TILES PRIVATE LIMITED
(FORMERLY KNOWN AS RICASIL CERAMIC INDUSTRIES PRIVATE LIMITED)

Your Directors have pleasure in presenting their 11th Annual Report together with audited financial statement for the year ended 31st March, 2018.

FINANCIAL RESULTS
                               (Rs. In Crores)

 
REVIEW OF OPERATION

Your Directors have pleasure to inform you that as compared to the previous year, revenue from operations of the Company during the year under review increased from Rs. 168.16 Crores to Rs. 219.84 Crores. During the year under review, the Company has earned net profit of Rs. 17.80 Crores as against net profit of Rs. 12.30 Crores in the previous year. Barring unforeseen circumstances, your Directors are striving hard to get better financial performance during the current year.

DIVIDEND

In order to conserve the resources, your Director do not recommend any dividend during the year under review.

RESERVES

The Company has not transferred any amount to general reserves for F.Y. 2017-18.

FINANCE

During the year under review, the Company has made fresh secured borrowings from Aditya Birla Finance Limited and DHFL amounting to Rs. 4.41 Crores and Rs. 3.72 Crores respectively for the purpose of expansion in the business of the Company. 

CHANGE IN THE NAME OF THE COMPANY

During the year under review, the name of the Company was changed from Ricasil Ceramic Industries Private Limited to Exxaro Tiles Private Limited. The same was approved by the members in their Extra Ordinary General Meeting held on 12th February, 2018.

CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

During the year under review, the registered office of the Company was shifted from Block No. 204, 205 Mahuvad Turning, Opp. Hanuman Temple, At & Post : Dabhasa, Ta: Padara, Vadodara – 391 440 to Survey No. 169 & 170, Vavdi Harsol Road, At & Po. Mahelav, Tal. Talod, Dist. Sabar Kantha – 383 305. Necessary approval from the members was obtained on 12th February, 2018 in their Extra Ordinary General Meeting.

CHANGE IN SHARE CAPITAL

During the year under review, the authorized share capital of the Company is Rs. 41,00,00,000/ divided into 35,000,000 Equity Shares of Rs. 10/- each and 60,00,000 Preference Shares of Rs. 10/- each.

During the year under review, issued, subscribed and paid up equity share capital of the Company increased from Rs. 32,89,71,270/- to Rs. 33,55,50,700/- pursuant to issue and allotment of 6,57,943 Equity shares of face value of Rs. 10/- per shares at a price of Rs.110/- per share (Including a premium of Rs. 100/- per share) under right issue.

PARTICULARS OF EMPLOYEES

During the year under review, none of the employees has drawn salary in excess of limits specified u/s 197 of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

INDUSTRIAL RELATION

During the year under review, your Company enjoyed cordial relationship with its employees at all levels. Your Directors place on record their appreciation for significant contribution made by the employees through their competence, hard working, sustained efforts, Co-operation and support.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

a) Conservation of Energy and Technology Absorption:

The Company is taking all possible steps for conservation of energy and technology absorption.

b) Foreign Exchange Earnings and outgo:

DEPOSITS

During the year, the Company has raised unsecured loans from Director, promoter and their relatives under Section 73 of the Companies Act, 2013 and relevant rules made thereunder. The Company has not accepted any deposits from the public during the year under review.

NUMBER OF BOARD MEETINGS

During the financial year, under the review Eleven (11) Board Meetings were held.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company between the end of financial year of the Company to which the financial statements related and the date of the report.

PARTICULARS CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All the transactions / contracts entered into by the Company during the financial year under report with related parties were in the ordinary course of business and on an arm length’s basis. Necessary details have been given in Note No. 7- Notes forming part of financial statements, which is self-explanatory. There are no material transactions required to be disclosed in Form No. AOC-2.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

The Company has not any subsidiary, Joint Venture or Associates Companies.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loans, guarantees, made any investment and provided any security (ies) covered under the provisions of Section 186 of the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN

Pursuant to the provision of Section 92 of the Companies Act, 2013 read with rule 12 of the Companies (Management and Administration) Rule, 2014, the extract of annual return in Form MGT-9 is given in “Annexure-A”, which forms part of this report.

INTERNAL FINANCIAL CONTROL

The Company has adequate Internal Financial Control System.

SIGNIFICANT AND MATERIAL ORDERS

During the year under review there were no significant and material orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the Company.

RISK MANAGEMENT POLICY

The Company has developed suitable Risk Management Policy to identify the various possible risks associated with the business. The risk management policy is being reviewed from time to time to enhance control mechanism for risk evaluation and mitigation and the risk management process.

SAFETY AND ENVIRONMENT AT WORKPLACE

The Company made aware the employees about the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and under that no complaints were reported during the year under review. 

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013, and rules made there under, the Company has duly constituted a Corporate Social Responsibility (CSR) Committee in accordance with the Act.The CSR Committee comprises of the following members:

1. Mr. Dineshbhai R. Patel-Chairman
2. Mr. Mukeshkumar B. Patel 
3. Mr. Kirankumar B. Patel 

The Company has framed a CSR Policy. The Report on CSR activities pursuant to clause (o) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is set out as “Annexure –B” forming part of this report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Kacharabhai Rajabhai Patel and Mr. Ajay Kumar Pinnimti have resigned from the office of Director of the Company w.e.f. 01/08/2017 and 01/01/2018 respectively.During the year under review, Mr. Parth Upendrabhai Shah was appointed as a Company Secretary of the Company w.e.f. 29th March, 2018. He resigned from the post of Company Secretary w.e.f. 27th June, 2018. There was no appointment of any Director during the year under review.

DIRECTOR RESPONSIBILITY STATEMENT

In terms of provisions of section 134 (5) of the companies Act, 2013 your Directors confirm: -

That in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

That 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 at the end of the financial year and of the Profit of the Company for the year ended 31st March, 2018.

That 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.

That the directors had prepared the annual accounts on a “going concern” basis.

That 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.

AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. J. T. Shah & Co., Chartered Accountants, was appointed as the Statutory Auditors of Company at the 10th Annual General Meeting of the Company held on 19th September, 2017 for 5 years i.e. till the conclusion of 15th AGM of the Company to be held in the year 2022. Later, M/s. J. T. Shah & Co., Chartered Accountants have resigned as Statutory Auditors of the Company w.e.f. 20th March, 2018.

M/s. Purvi Jignesh Shah & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 146112W) was appointed as auditors of the Company in the casual vacancy caused by the resignation of M/s. J. T. Shah & Co., Chartered Accountant at the Extra Ordinary General Meeting of the Members of the Company held on 23rd April, 2018. M/s. Purvi Jignesh Shah & Co., Chartered Accountants thereafter tendered their resignation as Statutory Auditors of the Company w.e.f. 25th June, 2018.

M/s. S J V P & Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 136958W) was appointed as auditors of the Company in the casual vacancy caused by the resignation of M/s. Purvi Jignesh Shah & Co., Chartered Accountants, Ahmedabad at the Extra Ordinary General Meeting of the Members of the Company held on 5th July, 2018 & retiring at the conclusion of this ensuing Annual General Meeting and are eligible for reappointment.

The Company has obtained from them the written consent to such appointment and a certificate to the effect that their appointment as Auditors of the Company for a term of 5 consecutive years from the conclusion of this Annual General Meeting till the conclusion of the Fifteenth Annual General Meeting to be held in 2022 if made, will be in accordance with of provisions of Section 139 of the Companies Act, 2013 and such conditions as may be prescribed.

The notes on financial statement referred to in the Auditor’s Report are self-explanatory and do not call for any further explanations.
VIGIL MECHANISM:

The Company has a vigil mechanism for its directors and employees, to deal with instance of fraud/ mismanagement, if any and to report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The details of the policy posted on the website of the Company.

FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually based on the criteria and framework adopted by the Board.
COST RECORD:

The Central Government has not prescribed the maintenance of cost records in respect of the Company under section 148(1) of the Companies Act, 2013.

COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with applicable Secretarial Standards during the year under review.

ACKNOWLEDGEMENT
The Board acknowledges with thanks the support given by suppliers, customers, Bankers, Government Authorities, Shareholders and Employees of the Company at all levels and looks forward for their continued support.

On behalf of the Board of Directors,
For, EXXARO TILES PRIVATE LIMITED
(FORMERLY KNOWN AS RICASIL CERAMIC INDUSTRIES PRIVATE LIMITED)

Date: 10th July, 2018                    Mukeshkumar B. Patel                    Kirankumar B. Patel
Place: Talod, Himatnagar             (Director– DIN: 01944968)                    (Director–DIN: 01918094)

Your Directors have pleasure to inform you that as compared to the previous year, revenue from operations of the Company during the year under review increased from Rs. 168.16 Crores to Rs. 219.84 Crores. During the year under review, the Company has earned net profit of Rs. 17.80 Crores as against net profit of Rs. 12.30 Crores in the previous year. Barring unforeseen circumstances, your Directors are striving hard to get better financial performance during the current year.

The Company is taking all possible steps for conservation of energy and technology absorption.

The Company is taking all possible steps for conservation of energy and technology absorption

Foreig Exchange earned-28669150 Foreign exchange outgo-81068100

In terms of provisions of section 134 (5) of the companies Act, 2013 your Directors confirm: - a) That in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable Accounting Standards had been followed along with proper explanation relating to material departures. b) That 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 at the end of the financial year and of the Profit of the Company for the year ended 31st March, 2018. c) That 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) That the directors had prepared the annual accounts on a “going concern” basis. e) That 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.