IV. MURUDESHWAR iscg; I ICERAMICS LTD.

CIN N0. : L269'l4KA'l983PLC005401 €—mulcsammsn'nms JEIEN Naveen Complex, 7th Floor, 14, MG. Road, Bengaluru - 560 001 INDIA Phone : 080 - 42897000 25584181 Fax : 080 - 25584017 e-mail : [email protected]

MCL: SEC: MAY: ²⁰¹⁹ MAY29, ²⁰¹⁹

T0, T0. National Stock Exchange of India Limited, Bombay Stock Exchange Limited, Exchange Plaza, Bandra Kurla Complex, Floor 25, ^{P J} Towers, Bandra (East), MUMBAI ⁴⁰⁰ 051, Dalal Street, MUMBAI ⁴⁰⁰ 001, Stock Code: MURUDCERA.EQ Stock Code: ⁵¹⁵⁰³⁷

Dear Sir/ Madam,

Sub.: Outcome of the Board Meeting held today May 29, 2019. Ref.: Regulation ³³ of SEBI (Listing Obligations and Disclosure requirements) Regulation, 2015.

This is to inform'you that the Board of Directors of the Company has considered and approved the following items at their meeting held today, on May 29, 2019:

• i. Audited Financial Results/ Statements for the quarter and year ended March 31, ²⁰¹⁹ along with the Statutory Auditor Report of the Company.
• ii. Re-Appointed Smt. Sarvani Alva (DIN: 06896403), Shri Sankappa Keremane Shetty (DIN: 00894366), Shri Annappaya (DIN: 03558522) and Dr. Shivabasayya Sidddarammayya Hiremath (DIN: 02272897) as an Independent Director with effectfrom 30th July, ²⁰¹⁹for the period of next consecutive five years subject to approval by members by way of Special Resolution in the ensuing AGM. (Brief Profile of the appointee directors hereunder enclosed);
• iii. Appointment of M/s. ^{5 B} Shetty and Co. as an Internal Auditor for the f.y. 2019-20; (Brief Profile hereunder enclosed) and
• iv. Set ^a threshold limit U/s 188, 186, 180 and ¹⁸⁵ of the Companies Act, 2013 and recommended to the shareholders for their approval in the ensuing AGM to empower the Board to enter into transactions whenever require. (Details enclosed in Annexure-A)

We have herein under enclosed the above said Audited Financial Results/ Statements along with the Statutory Auditors' Report and ^a declaration from Managing Director on unmodified opinion for your information and record.

Board Meeting Start time: 11:00 am. and end time: 01:30 pm.

Thanking you.

1.111131110138me

LTD. Regd. Office : 604/3, Murudeshwar BhavanI Gokul Road, HUBLI 580 030 Ph : (0836) Fax : (0836) 4252583, E—mail : mclho@naveenti|e.com ; web : www.naveentiles.co.in CIN : L26914KA1983PL0005401 [145.

NOTES:

1 The above results were reviewed by the Audit Committee and approved by the Board of Directors in their meeting held on 29.05 2019. The Company has adopted Indian Accounting Standards (IND AS) notified by the Ministry of Corporate Affairs w.e.f. 1st April, 2017. compliance accounting principles generally accepted

India

• Accordingly. the financial results for the financial year is in with IND AS and other in 2 in India regrouped/reclassified.
• 3 Previous year figures are wherever necessary

Place Bengaluru

Date :29 05.2019

MURUDESHWAR CERAMICS LIMITED Satish R Shetty, Managing Director

For

STATEMENT OF ASSETS AND LIABILITIES

'

1. The above said Audited Financial Results have been taken on record at the Board Meeting held on 29.05.2019.

2. The Figrues for the last quarter ended March 31, ²⁰¹⁹ and March 31, ²⁰¹⁸ are the balancing Figures between the audited figures in respect of the full financial year and the year to date figures upto the period ended December 31, ²⁰¹⁸ and December 31, ²⁰¹⁷

5R Ce

1. The previous quarters figures and Segment Reports have been re-groupe- ..-—m-..- ⁿ ned wherever necessary according to revised Regulation 33 of SEBI (LODR) Regulations 2015.

or MURUDESHWAR CERAMICS LIMITED Satish ^R Shetty, Managing Director

K. A. RAGHUPATHY 8; C0., . CHARTERED ACCOUNTANTS

INDEPENDENT AUDITORS REPORT ON STANDOLONE FINANCIAL RESULTS OF THE COMPANY PURSUANT TO THE REGULATION 33 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015.

TO:

The Board of Directors, Murudeshwar Ceramics Limited Murudeshwar Bhavan, Gokul Road, Huin-5800030.

We have audited the quarterly financial results of M/s Murudeshwar Ceramics Ltd (for the quarter ended 31.03.2019, and the year to date results for the period 01.04.2018 to 31.03.2019 attached herewith , being submitted by the company pursuant to the requirement of Regulation ³³ of the SEBI (Listing Obligations and disclosure Requirement) Regulations, 2015. Attention is drawn to note ³ to standalone financial results regarding the figures for quarter ending 31.03.2019 as reported in these standalone financial results, which are the balancing figures between audited standalone figures in respect of the full financial year and published standalone year to date figures upto the end of the third quarter of the financial year. These quarterly financial results as well as the year to date financial results have been prepared on the on the basis of the interim financial statements, which are the responsibility of the company's management. Our responsibility is to express an opinion on these financials results based on our audit of such interim financial statements, which have been prepared in accordance with the recognition and measurement principles laid down in Accounting Standard for Interim Financial Reporting (AS 25/IND AS 34) prescribed, under section ¹³³ of the Companies Act 2013, read with relevant rules issued thereunder: or by the Institute of Chartered Accountants of India as applicable and other accounting principles generally accepted in India.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial results are free of material misstament(s). An audit includes examining on test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provided ^a reasonable basis for our opinion.

In our opinion and to the best of our information and according to the explanations given to us these quarterly financial results as the year to date results.

• (I) Are presented in accordance with requirements of Regulation ³³ of the SEB|( listing Obligations and Disclosure Requirements) Regulation ²⁰¹⁵ in this regards: and
• (II) Give ^a true and fair view ofthe standalone net profit (including other comprehensive income) and other financial information for the quarter ended 31.03.2019 (date of the quarter end) as well as the year to date results for the period from 01.04.2018 to 31.03.2019.

Place: Bangalore Ch red Ac Date: 29.05.2019

For KA. Raghupatlv A MRN 218041

81," SRI GURUKRUP ",2nd Main, 3rd 'A' Cross, Nanjappa Layout, Vidyaranyapura, Bengaluru -560 097.

E-mail : [email protected] Mob. : 9986048649 Phone : 080 41538181

I' ^| MURUDESHWAR I I CERAMICS LTD. ammmmm

CIN No. : L26914KA1983PLC005401 Naveen Complex, 7th Floor, 14, MG. Road, Bengaluru - 560 001 INDIA Phone : 080 - 42897000 25584181 Fax : 080 — 25584017 e-mail : [email protected]

MCL: MD: MAY: ²⁰¹⁹ MAY29, ²⁰¹⁹

To, To, National Stock Exchange of India Limited, Bombay Stock Exchange Limited, Exchange Plaza, Bandra Kurla Complex, Floor 25, ^{P J} Towers, Bandra (East), MUMBAI ⁴⁰⁰ 051, Dalal Street, MUMBAI ⁴⁰⁰ 001, Stock Code: MURUDCERA.EQ Stock Code: ⁵¹⁵⁰³⁷

Dear Sir/ Madam,

\$ub.: Declaration pursuant to Regulation 33(1) (d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, ²⁰¹⁵ as amended from time to time.

DECLARATION

I, Satish Rama Shetty, Managing Director of the Company hereby declare that the Statutory Auditors of the Company, K.A. Raghupathy & Co. (FRN: 0115735) has issued an Audit Report with Unmodified Opinion on the Annual Standalone Financial Results/ Statements ofthe Company for the year ended March 31, 2019.

This declaration is given in compliance with Regulation 33(1) (d) of the SEBl (Listing Obligations and Disclosure Requirements) Regulations, ²⁰¹⁵ read with Circular No. ClR/CFD/CMD/56/2016 dated May 27, 2016.

Thanking You,

Yours' faithfully,

For MURUDESHWAR CERAMlC lTED

SATISH RAMA SHETTY MANAGING DIRECTOR

An ISO 9001-2008 Certified Company

BRIEF PROFILE OF DIRECTORS WHO HAS BEEN RE-APPOINTED

1. Dr. Shivabasawa Siddaramawa Hiremath: aged about ⁸² years is ^a Doctor by profession. He has been providing active service to the people of Hubli for over ⁵¹ years and has good knowledge about the topography, local residents and the local business at Hubli. He has knowledge of stage by stage development achieved by this Company ever since its inception in 1983. He has established two health institutions namely Dr. S.S. Hiremath Nursing Home in ¹⁹⁷⁶ and Shivaleela Hospital in 1992. As ^a Professor in Obstetrics and Gynecology in KMC Hospital he was also ^a guiding mentor for many medical students. He is ^a member of various professional bodies. His services have been recognized by various institutions and also the Government of Karnataka. He has been honoured with various awards including the Kamataka Raj yotsava Day Award — HDMC 1992.

BriefProfile

1. Shri Sankanpa Keremane Shem; aged around ⁷⁷ years is ^a Civil Engineering Graduate from Kamataka Regional Engineer College Surathkal (presently NITK) and started his carrer in the Koyna Hydro Electric Stage-III underground Power House Construction in the year 1966. After serving there for six years he joined Kamataka Power Corporation Limited (KPCL) in the year 1973. He retired from KPCL in the year ²⁰⁰¹ as Executive Director. He had an illustrious career in the State Power Generation Company spanning over ²⁷ years holding responsible positions and associations/in charge of execution of civil works of major projects like Kalinadi Hydel Project Stage-I and II, Sharavathi Stage-II-Gerasoppa Project, Hydel Dam Power House and RTPS Thermal Project Unit-III. After his retirement, he was appointed by Government of Kamataka as Director and Board member of KPCL till 2007.

He has undergone Energy Management Training in USA under USAID Programme in the year 1995. He has participated and presented Technical papers in many International Conferences held abroad. Presently he is advisor to many Power Producing Companies mainly for the execution of mini Hydel projects. Shri Sankappa Keremane Shetty is not ^a shareholder ofthe Company.

1. Smt. Sarvani Alva aged around ⁷⁹ years is an arts graduate. She is highly ethical and has developed from ^a well cultured family background. She was ^a good performer in studies and other co- curricular activities.

Brief Profile

1. Shri Annapfl-avva: aged around ⁷³ years is retired Canara Bank employee. He did his B.com with Distinction and CAIIB. He joined Canara Bank as an officer in ¹⁹⁶⁹ and serve in various parts of the country. He has exposure in all facets of Banking including Merchant Banking and International Banking. He received extensive training in critical areas ofBanking and Finance in BTC RBI Mumbai, NIBM Pune, IIM Ahmedabad, Irving Trust Co. at Sydney and Tokyo. He was Nominee Director in Canfin Homes Limited ^a subsidiary ofCanara Bank for two years. He retired as General Manager in the year ²⁰⁰⁶ after ³⁷ years of blemish less service in Canara Bank. He is not ^a member of the Company. He is the Chairman of Remuneration and Shareholder Grievance Committee.

pFIRM PROFILE

PART I -Name and Contact Details

0', ⁷

Name of the Partners practicing separately with Membership No. and qualification ¹ CA. C. V. Kittur, B. Com. FCA Membership No. 006970

M/s ^S B SHEITY & 00., Chartered Accountants, Hubli.

Membership No. 234216

PART III —Ahnut our Partners

The Partners of our firm are made up of Professionals who have gained experience in many areas of commerce. Our Partners have been actively participating in presentation of papers on Taxation, VAT, GST, Accounting 8: Auditing and Analysis ofBudget and as well as chaired technical sessions in many seminars. We have an excellent blend ofyouthful professionals who are nurtured under the guidance of senior partners. Brief experience of our partners are as under

• CA. S. B. Shetty: Having an experience of over ⁴² years in field ofAudit, Income Tax, VAT, Service tax and Consultancy Services. He is ^a full time partner of the firm. He was the Co opted member of Committee on Public Finance, Government Accounting ⁸¹ Accounting Standards for Local Bodies of the SIRC of Institute of Chartered Accountants of India
• CA. C. V. Kittur: A practicing CA in Belgaum, with ^a experience of more than ⁵⁰ years of experience, he provides the firm with valuable inputs from time to time.
• CA. Kartik. B. Shetty : He is ^a qualified Information Systems Auditor (ISA) of ICAI. Has cleared the Certificate Course on CONCURRENT AUDIT OF BANKS by ICAI, New Delhi. He has also ^a Certified Trainer for GOODS 8: SERVICES TAX under the Faculty Identification Programme of the ICAI, New Delhi. He is ^a full time partner of the firm. Previously worked as Assistant Manager in Deloitte Haskins 8: Sells.
• CA. Sindhu. K. Shetty : She is ^a ACA with good experience in Corporate Audits and Audits of Public Sector Undertakings. She handles FCRA compliances due diligence audits. She brings valuable experience gathered during the tenure of articleship in Mumbai .

PART IV flPast Work Experience

CONCURRENT / CENTRAL /STATUTORY/ BRANCH AUDITORS/ INFORMATION SYSTEM AUDIT, etc.

M/s ^{S B} SHETTY & 00., Chartered Accountants, Hubli.

M/s ^{S B} SHETW & 00., Chartered Accountants, Hubli.

OTHER CORPORATE / GOVT. WORK HANDLED WITH DETAILS

PUBLIC SECTOR : NGEF (Hubli) Limited, Hubli UNDERTAKINGS Central Statutory Auditor for the year 2015-16 Bharat Sanchar Nigam Limited Internal Audit for the year 2009-10, 2010-11, 2011-12, 2012—13, 2013—14, 2014-15 ⁸¹ 2015—16

MUNICPAL CORPORATIONS: Kottur Town Municipality, Kottur — FY 2010-11 Nargund Municipality, Nargund — FY 2011—12 Bellary Municipality - FY 2011-12 Kampli Municipality — FY 2012—13

STATE GOVERNMENT : Hubli -Dharwad Water Supply Maintenance Division, COMPANIES (Statutory Audit) Dharwad from 2003-2004 to 2015—16 -Karnatal<a State Veneers Ltd., Dandeli from ¹⁹⁸⁴ to 1986 and 1990 to ¹⁹⁹² etc.

INSURANCE COMPANIES : Oriental Insurance Company Ltd. Hubli —

(4 years)2009—1o, (Statutory Audit) 2010—11, 2011-12, 2012—13, 2013—14, 2014-15, 2015-16 ⁸¹ 2016-17. National Insurance Company Ltd. Hubli United India Insurance Company Ltd. Hubli

EDUCATIONAL INSTITUTIONS: S. D. M. College of Engg. 8: Technology, Dharwad (Statutory Au'dit) S. D. M. College of Dental Sciences and Hospital, Dharwad S. D. M. College of Medical Science and Hospital, Dharwad S. D. M. College of Physiotherapy, Dhalwad S. D. M. Craniofacial Surgery and Research Center, Dharwad S. D. M. Society and Trust, Dharwad S. D. M. School ofNursing, Dharwad I. S. S. Sakri Law College, Hubli KHK Evening Institute ofEngg. Dharwad

Ramalingeshwar SC/ST Education Society, Hubli

PUBLIC / PRIVATE LIMITED: Murdeshwar Ceramics Ltd. Hubli COMPANY Murdeshwar Tiles Pvt. Ltd. Hubli

M/s ^{S B} SHETIY & 00., Chartered Accountants, Hubli.

(Statutory Audit) Naveen Structurals ⁸¹ Engg. Co. P. Ltd. Hubli Prithveesh Tiles Pvt. Ltd. Hubli Niteesh Construction Co. Pvt. Ltd. Hubli Aissel Technologies Pvt. Ltd. Hubli Tempco Temperature Manufactures Pvt. Ltd. Shetty's Construction Co. Pvt. Ltd. Hubli Metcut Toolings Pvt. Ltd. Hubli Shankar Tiles Pvt. Ltd. Dharwad Ashrita Housing ⁸¹ General Finance Pvt. Ltd. Hubli. Nectar Constructions Pvt. Ltd. Hubli etc. Minerva Healthcare ⁸¹ Scientific Centre Pvt. Ltd. Veetech Valves Pvt. Ltd BTM Forgings Pvt. Ltd

PART V —Other Details- Social Status

• CA. S. B. Shetty, Partner of the Firm is :
• 1. Past Chairman of Hubli Branch of SIRC from 2002-2004 : Secured the Most Active Branch Award from SIRC of ICAI.
• Member of Taxation Committee of Chamber of Commerce and Industry, Hubli.
• Member ofVat Committee, Government of Karnataka, Dharwad Region.
• Worked for Rotary ³¹⁷⁰ as District Treasurer for ² terms and District Trainer of the District for Two years.
• Past President, Rotary Club of Hubli and Associated in many social Organisations.
• Past President of Hubli— Dharwad Bunts Sangha, Hubli.
• Member of Masonic Lodge, Hubli.
• Founder of Family Counseling Centre "NEMMADI" at Hubli.
• \OP°\$'.°' Actively involved in many Social Organisations, Educational Institutions, Trusts and Charitable Societies.

: CA. C. V. Kittur, Partner of the Firm has :

M/s ^{S B} SHETIY & 00., Chartered Accountants, Hubli.

• 1. Worked for many social causes and social organisations and educational institutions
• E" Imparting education through teaching

: CA. Kartik. B. Shetty, Partner of the Firm is:

• 1. Information Systems Auditor from ICAI
• Qualified Concurrent Audit of Banks Course
• Managing Committee Member of the Hubli Branch of ICAI
• Guest faculty at various MBA Colleges En'F'WP" Worked for social organisations

M/s ^{S B} SHETI'Y & 00., Chartered Accountants, Hubli.

Annexure-A

1. To set ^a threshold limit and provide Power to Borrow Funds under Section 180(1) of The Companies Act, 2013:

The Board has set ^a threshold limit which may exceed the aggregate of the paid up share capital and free reserves of the company, provided however that the total amount so borrowed by the Board of directors subject to maximum limit of Rs. 350.00 Crores (Rupees Three hundred Fifty Crores only) and the same and recommended to shareholders for their consent in the ensuing AGM.

2. To set ^a threshold limit To Make Investments, Give Loans, Guarantees and Provide Securities under Section 186 of the Companies Act, 2013:

The Board has set ^a threshold limit which may exceed the aggregate of the paid up share capital and free reserves of the company, provided however that the total amount so borrowed by the Board of directors subject to maximum limit of Rs. 350.00 Crores (Rupees Three hundred Fifty Crores only) and the same and recommended to shareholders for their consent in the ensuing AGM.

3. To set ^a threshold limit to enter Into Related Party Transactions under section 188:

As per the recommendation and approval of the Audit Committee in their meeting held on 29th May, 2019, subject to the approval of members in the ensuing AGM, the consent of the Board has hereby accorded to enter into the related party transactions by the Company with the herein below related parties but subject to the maximum limit of Rs. 350.00 Crores (Rupees Three hundred Fifty Crores only).

Following are the related party transactions which are considered repetitive in nature:

4. To set ^a threshold limit Approval under section 185:

The Board has set ^a threshold limit for making of loan(s) to, and/or giving of guarantee(s), and/or providing of security (ies) in connection with any loan taken by any person in whom any of the director of the company is interested (as per section 185(2) explanation- (a) to (c)) which may exceed the aggregate of the paid up share capital and free reserves of the company, provided however that the total amount so borrowed by the Board of directors subject to maximum limit of Rs. 350.00 Crores (Rupees Three hundred Fifty Crores only) and the same recommended to shareholders for their consent in the ensuing AGM.