General information about company | |
| Scrip code | 515018 |
| NSE Symbol | REGENCERAM |
| MSEI Symbol | NOTLISTED |
| ISIN | INE277C01012 |
| Name of the entity | REGENCY CERAMICS LIMITED |
| Date of start of financial year | 01-04-2023 |
| Date of end of financial year | 31-03-2024 |
| Reporting Quarter | Half Yearly |
| Date of Report | 30-09-2023 |
| Risk management committee | Not Applicable |
| Market Capitalisation as per immediate previous Financial Year | Top 2000 listed entities |
Annexure I | |||||||||||||||||||||||||
Annexure I to be submitted by listed entity on quarterly basis | |||||||||||||||||||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
| Disclosure of notes on composition of board of directors explanatory | Textual Information(1) | ||||||||||||||||||||||||
| Whether the listed entity has a Regular Chairperson | Yes | ||||||||||||||||||||||||
| Whether Chairperson is related to MD or CEO | Yes | ||||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | |||||||||||||||||
| 1 | Mr | NARAIAH NAIDU GUDARU | ADIPG0153B | 00105597 | Executive Director | Chairperson related to Promoter | 01-07-1941 | ||||||||||||||||||
| 2 | Mr | NARALA SATYENDRA PRASAD | AAXPN3815H | 01410333 | Executive Director | Not Applicable | MD | 31-07-1966 | |||||||||||||||||
| 3 | Ms | VIJAYA LAKSHMI YALAMANCHILI | ABDPY6409K | 02210385 | Non-Executive - Independent Director | Not Applicable | 24-10-1962 | ||||||||||||||||||
| 4 | Mr | RAMKUMAR SRINIVASAN | AEYPR6784G | 02059639 | Non-Executive - Independent Director | Not Applicable | 11-07-1961 | ||||||||||||||||||
| 5 | Mr | VASANTHA RAYUDU GARAPATI | ACWPG4781E | 10286287 | Non-Executive - Independent Director | Not Applicable | 03-10-1959 | ||||||||||||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
Disqualification of Directors under section 164 of the Companies Act, 2013 | |||||||||||||||||||||||||
| Sr | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | ||||||||||||||||||||
| 1 | No | ||||||||||||||||||||||||
| 2 | No | ||||||||||||||||||||||||
| 3 | No | ||||||||||||||||||||||||
| 4 | No | ||||||||||||||||||||||||
| 5 | No | ||||||||||||||||||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
| Sr | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN | |||||||||||||
| 1 | NA | 18-11-1983 | 08-02-2022 | 1 | 0 | 1 | 0 | ||||||||||||||||||
| 2 | NA | 31-07-2010 | 31-07-2020 | 1 | 0 | 3 | 0 | ||||||||||||||||||
| 3 | NA | 14-02-2017 | 13-02-2022 | 79.17 | 1 | 1 | 4 | 2 | |||||||||||||||||
| 4 | NA | 10-02-2022 | 10-02-2022 | 19.21 | 1 | 1 | 4 | 2 | |||||||||||||||||
| 5 | NA | 22-08-2023 | 22-08-2023 | 1.8 | 1 | 1 | 0 | 0 | |||||||||||||||||
Text Block | |
| Textual Information(1) | 1. Dr. Naraiah Naidu Gudaru was redesignated from Chairman and Managing Director to Executive Chairman of the Company at the 39th Annual General Meeting of the Company held on September 30, 2023.
2. Mr. Narala Satyendra Prasad was redesignated from Whole-time Director to the Managing Director of the Company at the 39th Annual General Meeting of the Company held on September 30, 2023. |
Audit Committee Details | |||||||
| Whether the Audit Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 02059639 | RAMKUMAR SRINIVASAN | Non-Executive - Independent Director | Chairperson | 26-05-2023 | ||
| 2 | 02210385 | VIJAYA LAKSHMI YALAMANCHILI | Non-Executive - Independent Director | Member | 14-02-2017 | ||
| 3 | 01410333 | NARALA SATYENDRA PRASAD | Executive Director | Member | 26-05-2023 | ||
Nomination and remuneration committee | |||||||
| Whether the Nomination and remuneration committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 02059639 | RAMKUMAR SRINIVASAN | Non-Executive - Independent Director | Chairperson | 26-05-2023 | ||
| 2 | 02210385 | VIJAYA LAKSHMI YALAMANCHILI | Non-Executive - Independent Director | Member | 14-02-2017 | ||
| 3 | 10286287 | VASANTHA RAYUDU GARAPATI | Non-Executive - Independent Director | Member | 22-08-2023 | ||
Stakeholders Relationship Committee | |||||||
| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 02059639 | RAMKUMAR SRINIVASAN | Non-Executive - Independent Director | Chairperson | 26-05-2023 | ||
| 2 | 00105597 | NARAIAH NAIDU GUDARU | Executive Director | Member | 09-02-2019 | ||
| 3 | 02210385 | VIJAYA LAKSHMI YALAMANCHILI | Non-Executive - Independent Director | Member | 26-05-2023 | ||
Risk Management Committee | |||||||
| Whether the Risk Management Committee has a Regular Chairperson | |||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
Corporate Social Responsibility Committee | |||||||
| Whether the Corporate Social Responsibility Committee has a Regular Chairperson | |||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
Other Committee | ||||||
| Sr | DIN Number | Name of Committee members | Name of other committee | Category 1 of directors | Category 2 of directors | Remarks |
Annexure 1 | ||||||||
Annexure 1 | ||||||||
III. Meeting of Board of Directors | ||||||||
| Disclosure of notes on meeting of board of directors explanatory | ||||||||
| Sr | Date(s) of meeting (if any) in the previous quarter | Date(s) of meeting (if any) in the current quarter | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors present* (All directors including Independent Director) | No. of Independent Directors attending the meeting* |
| 1 | 01-05-2023 | Yes | 6 | 6 | 3 | |||
| 2 | 26-05-2023 | 24 | Yes | 6 | 3 | 1 | ||
| 3 | 04-08-2023 | 69 | Yes | 4 | 3 | 1 | ||
| 4 | 22-08-2023 | 17 | Yes | 4 | 3 | 1 | ||
| 5 | 02-09-2023 | 10 | Yes | 5 | 5 | 3 | ||
| 6 | 21-09-2023 | 18 | Yes | 5 | 3 | 1 | ||
Annexure 1 | ||||||||||
IV. Meeting of Committees | ||||||||||
| Disclosure of notes on meeting of committees explanatory | ||||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 1 | Audit Committee | 01-05-2023 | Yes | 3 | 3 | 2 | 0 | |||
| 2 | Nomination and remuneration committee | 01-05-2023 | Yes | 3 | 3 | 2 | 0 | |||
| 3 | Audit Committee | 26-05-2023 | 24 | Yes | 3 | 2 | 2 | 0 | ||
| 4 | Audit Committee | 04-08-2023 | 69 | Yes | 3 | 3 | 2 | 0 | ||
| 5 | Audit Committee | 02-09-2023 | 28 | Yes | 3 | 3 | 2 | 0 | ||
| 6 | Nomination and remuneration committee | 04-08-2023 | Yes | 2 | 2 | 2 | 0 | |||
Annexure 1 | ||||||||||
IV. Meeting of Committees | ||||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 7 | Nomination and remuneration committee | 02-09-2023 | 28 | Yes | 3 | 3 | 3 | 0 | ||
Annexure 1 | |||
V. Related Party Transactions | |||
| Sr | Subject | Compliance status (Yes/No/NA) | If status is ¯$etails of non-compliance may be given here. |
| 1 | Whether prior approval of audit committee obtained | Yes | |
| 2 | Whether shareholder approval obtained for material RPT | NA | |
| 3 | Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee | NA | |
Annexure 1 | |||
VI. Affirmations | |||
| Sr | Subject | Compliance status (Yes/No) | |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | No | |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee | Yes | |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes | |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes | |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) | NA | |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes | |
| 7 | The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes | |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes | |
| 9 | Any comments/observations/advice of Board of Directors may be mentioned here: | Textual Information(1) | |
Annexure 1 | ||
| Sr | Subject | Compliance status |
| 1 | Name of signatory | Devarapalli Anji Reddy |
| 2 | Designation | Company Secretary and Compliance Officer |
Text Block | |
| Textual Information(1) | The Board has duly appointed a Director on the Board and the Composition of the Board is in due compliance with the provisions of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. |
Annexure III | ||||
III. Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is ¯$etails of non-compliance may be given here. |
| 1 | Copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report, business responsibility report displayed on website | 46(2) | Yes | |
| 2 | Presence of Chairperson of Audit Committee at the Annual General Meeting | 18(1)(d) | Yes | |
| 3 | Presence of Chairperson of the nomination and remuneration committee at the annual general meeting | 19(3) | Yes | |
| 4 | Presence of Chairperson of the Stakeholder Relationship committee at the annual general meeting | 20(3) | Yes | |
| 5 | Disclosure of the Secretarial Audit Report of the listed entity and the material subsidiaries in the Annual Report | 24A(1) | Yes | |
| 6 | Submission of Annual Secretarial Compliance Report | 24A(2) | Yes | |
| 7 | Whether īrporate Governance Report$isclosed in Annual Report | 34(3) read with para C of Schedule V | Yes | |
| Any other information to be provided | Textual Information(1) | |||
Text Block | |||
| Textual Information(1) | 1. The Business Responsibility Report was not applicable to the Company since the Company is not a top 1000 listed entity by market capitalisation and hence the report is not uploaded on the website.
2. The Company does not have any material subsidiary and hence the Secretarial Audit Report of the Material Subsidiaries is not included in the Annual Report. | ||
Annexure III | ||
| 1 | Name of signatory | Devarapalli Anji Reddy |
| 2 | Designation | Company Secretary and Compliance Officer |
Additional Half yearly Disclosure | |||||||
| Applicability of disclosure | Not Applicable | ||||||
| Reason for Non Applicability | Textual Information(1) | ||||||
Text Block | |
| Textual Information(1) | The Company has not given any loans, guarantees, comfort letters, securities to the promoter or any other entity controlled by them, promoter group or any other entity controlled by them, Directors (including relatives) or any other entity controlled by them, KMP or any other entity controlled by them. |
Details of Cyber security incidence | ||||
| Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter | Yes | |||
| Date of the event | 06-08-2023 | Brief details of the event | The Structured Digital Database maintained by the Company was corrupted and all the data entered therein till August 06, 2023 was lost. | |
Signatory Details | |
| Name of signatory | Devarapalli Anji Reddy |
| Designation of person | Company Secretary and Compliance Officer |
| Place | Hyderabad |
| Date | 20-10-2023 |