Directors Report of ASI Industries Ltd.

Mar 31, 2018

Dear Members,

The Board of Directors hereby submit the Report of Business and Operation of the Company along with audited financial statements for the financial year ended 31st March, 2018.

Results of Operation and state of Affairs

(Rs. In Lakh)

Particulars	standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from operation	23911.21	23506.67	31410.97	30762.88
Profit before Finance Cost & Depreciation	3573.53	4029.18	5271.79	5970.44
less: Finance Cost	818.47	930.05	1067.26	1198.80
less: Depreciation	594.88	542.68	1565.78	1666.96
Profit before Taxation & Exceptional Item	2160.18	2556.45	2638.75	3104.68
less: tax	712.63	752.31	712.63	752.31
Profit After Tax	1447.55	1804.14	1926.12	2352.37
other Comprehensive income net of tax	(12.55)	183.19	(2.55)	125.60
Total Comprehensive Income for the year	1435.00	1987.33	1923.57	2477.97
EPS (Basic and Diluted)	1.75	2.18	2.32	2..84

Note: The above figures are extracted from the audited standalone and consolidated financial statements prepared as per India Accounting Standard (Ind AS). For the purpose of transition of Ind AS, the Company has followed the guidelines prescribed in Ind AS-101 “First time adoption of indian accounting Standard” with effect from April, 2016.

PERFORMANCE - STANDALONE

Total revenue from operation was Rs. 23911.21 Lakhs for FY 201718 as compared to Rs. 23506.67 Lakhs in FY 2016- 17, an increase of 1.72%. EBITDA stood at Rs. 3573.53 Lakhs as compared to Rs. 4029.18 Lakhs during FY 2016-17, a decrease of 11.31%. Total Profit after Tax stood at Rs. 1447.55 Lakhs for FY 2017-18 as compared to Rs. 1804.14 Lakhs for FY 2016-17, a decrease of 19.77%

PERFORMANCE- CONSOLIDATED

total revenue from operation was Rs. 31410.97 Lakhs for FY 2017-18 as compared to Rs. 30762.88 Lakhs in FY 2016-17, an increase of 2.11%. EBITDA stood at Rs. 5271.79 as compared to Rs. 5970.44 during FY 2016-17, a decrease of 11.70%. Total Profit after tax stood at Rs. 1926.12 Lakhs for FY 2017-18 as compared to Rs. 2352.31 Lakhs for FY 2016-17, a decrease of 18.12%.

WIND POWER PROJECT

The Company continues to operate at its installed 3.625 MW capacity Wind Power Plant comprising of 1.125 MW capacity at Gadag District of Karnataka and 2.50 MW capacity at Satara District of maharashtra supplying to Electricity Boards.

DIVIDEND

The Board, in its meeting held on 26th may, 2018 has recommend a final dividend of Re.0. 30 (equivalent to 30%) per equity share for the financial year 2017-18. The proposal is subject to the approval of shareholders at ensuing annual General meeting to be held on Monday, 24th September, 2018. The total outflow as dividend declared (excluding dividend tax) is Rs. 248.56 Lacs. (Previous Year outflow was Rs. 248.56 Lakhs)

TRANFER TO REsERVEs

we proposed to transfer Rs. 200.00 Lacs to the General Reserve account. an amount of Rs. 10471.22 Lacs is proposed to be retained in the retaining Earnings.

PARTICULAR OF LOAN, GUARANTEE AND INVEsTEMENT

During the year, the Company has provided loans and Corporate Guarantee to its Subsidiaries for business purpose. please refer Note No. 6(A)(2), Not No. 32 and Not No. 30 (C) of the standalone financial statements for Investments made, Loans given to and Corporate Guarantee given for the subsidiaries.

For details of loans given to other parties please refer Note No 39 of standalone financial statements’

FIXED DEPOsIT

we have not accepted any deposit and, as such, no amount of principle or interest was outstanding as of the Balance Sheet date.

BONUs sHAREs/sHAREs WITH DIFFERENTIAL VOTING

right/stock option

the Company has neither issued any Bonus Share or Shares with differential voting rights nor granted any stock options/sweat equity shares, during the year under review.

MATERIAL CHANGE AFFECTING THE COMPANY

there has been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company

CHANGE OF NAME

The Directors had proposed to change the name of the Company from “ASSOCIATED STONE INDUSTRIES (KOTAH) LIMITED” to “ASI INDUSTRIES LIMITED”. Subsequently, the company had accorded the approval of the Members of the company through Postal Ballot, and the result of the same was declared on 9th February 2018. Registrar of Companies, mumbai had given its approval and certificate of change of name was issued and the same is effected from 16th February 2018. Also, all the regulatory authorities including SEBI, BSE CDSL & NSDL were intimated about the change of Name of the Company.

PARTICULAR OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY

All contracts/ arrangements/ transactions entered by the Company during the year under review with related parties were in the ordinary course of business and on an arm’s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. The Company presents a detailed landscape of all related party transactions before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transaction. transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority. Further, during the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.

Since all related party transactions entered into by the Company were in ordinary course of business and were on arm’s length basis, Form AoC-2 is not applicable to the Company.

the policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at www.asigroup.co.in.

Your Directors draw attention of the members to Note No. 32 of the standalone financial statements which sets out related party disclosures.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance and management Discussion and analysis report, which form an integral part of this report together with the Certificate from Auditors of the Company regarding compliances with the requirements of Corporate Governance as stipulated in aforementioned regulations.

PERFORMANCE AND FINANCIAL STATEMENTS OF SUBSIDIARIES

In accordance with the provisions of the Companies Act, 2013 and Ind As 110 the Company has prepared the consolidated financial statement. The audited consolidated financial statement is provided in the Annual report the Company has foreign subsidiaries viz: ASI Global Limited, Mauritius and Al Rawasi Rock & Aggregate LLC, Fujairah, UAE.

Your directors draw attention of the members to the Note No. 44 of Consolidated Financial Statements which set out salient features of Financial Statement of Subsidiary Companies.

DIRECTORS’ RESPONSIBILITY STATEMENT

As stipulated in Section 134(5) of the Companies Act, 2013, your Directors subscribe to the “Directors’ responsibility Statement” and the Board of Directors of the Company confirm that:

- in the preparation of the annual accounts for the year ended 31st march, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit or loss of the Company for the year ended on that date;

- the Directors have 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;

- the Directors have prepared annual accounts on a ‘going concern’ basis;

- the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

- the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per provision of Section 135 read with Schedule VII of the Companies Act, 2013 along with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and any other statutory amendment or modification thereof and the Company’s CSR policy in respect of Corporate Social responsibility activity, a separate report on CSR activities is attached as Annexure “A” to this report. the CSR policy has been posted on the website of the Company at www.asigroup.co.in also refer Note No. 28(b) notes to accounts of standalone financial statement for cSr Expenditure.

RISK management

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk management plans in its strategy, business and operational plans.

Your Company, through its risk management process, strive to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the management Discussion and analysis which forms part of this report.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguard of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial disclosures.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Number of Meetings of Board

The Board met seven times during the financial year. The meeting details are provided under Corporate Governance Report that forms part of this Annual report. the maximum gap between two board meetings did not exceed 120 days as prescribed under the Companies Act, 2013.

Policy of Directors’ Appointment and Remuneration

the current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board. As of 31st March, 2018, the Board had 6 members three of whom were executive or whole time and managing director and three were independent director.

the policy of the Company on director’s appointment and remuneration, including, the criteria for determining qualification, positive attributes and other matters as required under subsection 3 of section 178 of the Companies Act, 2013 is available on Company’s website at www.asigroup.co.in.

There has been no change in the policy. We affirm that remuneration paid to the directors is as per the terms laid out in the Nomination and remuneration policy of the Company.

Directors

In accordance with the provisions of Section 152(6)(c) of the Companies Act, 2013 and Articles of Association of the Company, Mr. Tushya Jatia (DIN:02228722) is liable retires by rotation at the forth coming annual General Meeting and being eligible, has offered himself for re-appointment. the Board recommends his re-appointment. The brief profile of retiring director is given in the notice calling the annual General meeting.

Statement on declaration given by Independent Directors

the independent directors have submitted the declaration of independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 confirming that they meet the criteria of independence provided in section 149 (6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

Board Evaluation

the Company has devised a policy for performance evaluation of the Board, Committee and other individual directors (including independent directors) which include criteria for performance evaluation of Executive and nonexecutive Directors. the evaluation process inter alia considers the attendance of directors at the Board and committees meeting, effective participation, domain knowledge, compliance with code of conduct, vision and strategy.

the Board carried out annual performance evaluation of the Board, Committees, Individual Directors and the Chairperson.

the Chairman of the respective Committees shared the report on evaluation with the respective committee members. the performance of each committee was evaluated by the Board, based on the report on evaluation received from the respective committee.

the report on performance evaluation of the individual directors was reviewed by the Chairman of the Board and feedback was given to directors.

Appointment/ Cessation of KMP

During the year under review, no person were appointed/ceased as Key Managerial Personnel (KMP) of the Company:

AUDIT REPORTS AND AUDITORS

Audit Reports

The notes on financial statements referred to in the Auditors’ report are self-explanatory and do not call for any further comments. the auditors’ report does not contain any qualification, reservation, adverse remark or disclaimer.

The Secretarial Auditors’ Report for the financial year 2017-18 not contain any qualification, reservation and adverse remark. the Secretarial auditors’ report is enclosed as Annexure “B” of the Board’s report of this annual report.

As required by the Listing Regulations, the auditors’ certificate on corporate governance is enclosed in this annual report. the auditors’ certificates for the financial year 2017-18 not contain any qualification, reservation and adverse remark.

AUDITORS

Statutory Auditors

M/s. S.C.Bandi & Co., Chartered Accountants was appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years at the annual General meeting of the Company held on 22nd September, 2017. He has confirmed that he is not disqualified from continuing as Auditor of the Company.

Secretarial Auditor

As required under Section 204 of the Companies Act, 2013 read with Companies (appointment and remuneration of managerial Personnel) Rules, 2014, the Board has appointed M/s. GMJ & associates, Company Secretaries, as Secretarial auditor of the Company in relation to the financial year 2018-19. The Company has received their consent for such appointment.

Cost Auditors

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records. Accordingly, M/s. N.D. Birla & Co., a firm of Cost Accountants in practice was appointed to undertake the cost audit for the financial year ended 31st march, 2018. the Company has maintained cost record as specified by the Central Govt. under sub-section (1) of section 148 of the Company Act 2013.

Further, the Board of Directors, on the recommendation of the Audit Committee, have appointed M/s. N.D. Birla & Co., a firm of Cost Accountants to undertake the audit of cost records of the Company for the financial year ended 31st March, 2019.

DIsCLOsUREs

Audit Committee

the audit Committee comprises of independent directors namely Mr. Gaurang Gandhi, Chairman, Mr. anshul M. Sonawala and Mr. Sanjay Seksaria as members. All the recommendations made by the audit Committee were accepted by the Board. the terms of reference of audit committee and other details are explained in brief in Corporate Governance report.

Nomination and Remuneration Committee and its policy

the Nomination and remuneration Committee comprises of independent directors namely Mr. Sanjay Seksaria, Chairman, Mr. Gaurang Gandhi and Mr. anshul M. Sonawala as members. the Nomination and remuneration policy has been posted on the website of the Company at www.asigroup.co.in.

Whistle Blower Policy/Vigil Mechanism

In compliance with the requirements of Section 177 of the Companies Act, 2013, the Company has a Whistle Blower policy to report genuine concern, grievances, fraud and mismanagements, if any. the policy has been posted on the website of the Company at www.asigroup.co.in.

Extract of Annual Return

The extract of the Annual Return in Form No. MGT-9 as required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached as Annexure “C” to this report.

Investors Education and Protection Fund (IEPF)

pursuant to the applicable provisions of the Companies act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid and unclaimed dividends are required to be transferred by the Company to IEPF established by the Central Government, after the completion of seven years. Further, according to the rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEpF authority, accordingly the Company has transferred unclaimed and unpaid dividend. Further, the corresponding shares were also transferred to the IEPF Authority as per the requirements of IEPF Rules, details of which are provided on Company’s website at www.asigroup. co.in.

Significant and material orders passed by the Regulators or Courts or Tribunals

No significant or material orders were passed by the Regulators or Courts or tribunals which impact the going concern status and Company’s operations in future.

Sexual Harassment

Your Company has constituted an Internal Complaint Committee as required under Section 4 of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

there were no incidences of sexual harassment reported during the year under review.

Depository services

The Company’s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited and the Central Depository Services (India) Limited. The Company has been allotted ISIN No. INE443A01030.

The Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository participants with whom they have their Demat accounts for getting their holdings in electronic form.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

As per provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, a statement in respect of Conservation of Energy, technology absorption and Foreign Exchange Earning and outgo is attached as Annexure “D” to this report.

Particulars of Employees

In terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing the name of the employees drawing remuneration in excess of the limit specified in the Rules are not applicable on the Company as during the period, no employee of the Company was drawing salary in excess of the limits prescribed therein.

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure “E” to this report. the remuneration policy has been posted on the website of the Company at www.asigroup.co.in.

ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation to all Stakeholders, Clients, Financial Institutions, Banks, Central and State Governments, the Company’s valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

On behalf of the Board of Directors

Deepak Jatia

Place: Mumbai Chairman & Managing Director

Date: 26th May, 2018 DIN: 01068689

---

Mar 31, 2016

To

The Members,

Associated Stone Industries (Kotah) Limited

The Directors have pleasure in presenting the 70^th Annual Report together with the Audited Financial Statements of the Company for the year ended 31^st March, 2016:

FINANCIAL RESULTS

(Rs. in Lacs)

	2015-16	2014-15
Total Revenue	17966.92	21543.14
Profit before Finance Cost & Depreciation	3903.70	4352.37
Less : Finance Cost	1186.16	822.61
Depreciation	532.37	643.41
Profit before Taxation & Exceptional Item	2185.17	2886.35
Add: Exceptional Item	127.90	257.10
Provision for Taxation	2313.07	3143.45
Current Tax	(885.00)	(1070.00)
Deferred Tax	6.55	(93.10)
Earlier Years Adjustments	(0.72)	(138.40)
Profit After Tax	1433.90	1841.95
Add: Balance in Statement of Profit & Loss	7056.26	5703.58
Profit available for Appropriation	8490.16	7545.53
Appropriation
Adjustment relating to Fixed Assets	-	50.66
Transfer to General Reserve	200.00	200.00
Proposed Dividend	198.85	198.85
Tax on Dividend	40.48	39.76
Closing Balance	8050.83	7056.26
	8490.16	7545.53

DIVIDEND

Your Directors are pleased to recommend a dividend of Re.0.30 (equivalent to 30%) per equity share of the face value of Re.1/-each [previous year Rs.1.50 (equivalent to 30%) per equity share of the face value of Rs. 5/- each]. The dividend payout is subject to approval of the members at the ensuing Annual General Meeting.

RESERVES

Your Directors propose to transfer Rs. 200.00 Lacs to the General Reserve Account. An amount of Rs. 8050.83 Lacs is proposed to be retained in the Statement of Profit & Loss.

PERFORMANCE

For the year under review, the production of Kotah Stone was 1207.40 Lacs sq. ft. as against 1172.77 Lacs sq. ft. in the previous year and sales were 1212.95 Lacs sq. ft. as against 1201.24 Lacs sq. ft. in the previous year.

During the year under review, the Company has registered total revenue from operations of Rs. 17201.30 Lacs as against that of previous year Rs. 20878.29 Lacs and Gross Profit of Rs. 3903.70 Lacs (previous year Rs. 4352.37 Lacs). This included revenue from the trading activity which during the year under review was Rs. 4911.78 Lacs as against Rs. 9158.71 Lacs in the previous year.

The profit before taxation during the year under review was Rs. 2313.07 Lacs as compared to Rs. 3143.45 Lacs during the previous year.

There are no material changes/commitments affecting financial position of the Company between the end of year and to the date of Report.

WIND POWER PROJECT

As a part of its efforts to augment “Green Power”, the Company continues to operate at its installed 3.625 MW capacity Wind Power Plant comprising of 1.125 MW capacity at Gadag District of Karnataka and 2.50 MW capacity at Satara District of Maharashtra supplying to Electricity Boards. The Company has sold Wind Power Unit of 1.125 mW at Tirupur District of Tamil Nadu in November, 2015.

The Wind Power generations basically depends on flow of winds and due to unpredictable climatic conditions generation of power varies from time to time. The generation during the year under review was lower as compared to previous year on account of low wind throughout the year.

SHARE CAPITAL OF THE COMPANY

The paid up Equity Share Capital, as at 31^st March, 2016 was Rs. 6,62,83,730/- consisting of 6,62,83,730 Equity Shares having face value of Re.1/- each fully paid up. During the year under review, the Equity shares having face value of Rs. 5/- each were sub divided into Re.1/- each and the Company has neither issued any share with differential voting rights nor granted any stock options/sweat equity shares.

CHANGE IN THE NATURE OF BUSINESS

The Company is mainly engaged in Mining and Processing of Kotah and other natural Stones. Apart from Mining, Company is also engaged in generation of Wind Power and other trading activities.

During the year under review, there is no change in the nature of business of the Company.

PERFORMANCE AND FINANCIAL STATEMENTS OF SUBSIDIARIES

As required under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 129 of the Companies Act, 2013, the Consolidated Financial Statements prepared by the Company in accordance with the applicable provisions of the Companies Act, 2013 and applicable accounting standards, form part of the Annual Report.

The Company has an overseas wholly owned subsidiary in the name of ASI Global Limited, Mauritius which was set up in the year 2014 to acquire lime stone mine/crusher Company viz: Al Rawasi Rock & Aggregate LLC in Fujairah UAE.

Your directors draw attention of the members to the Note No.33 to the Consolidated Financial Statements which set out salient features of Financial Statement of Subsidiary Companies.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 134(5) of the Companies Act, 2013, your Directors subscribe to the “Directors Responsibility Statement” and the Board of Directors of the Company confirm that:

- in the preparation of the annual accounts for the year ended 31^st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- 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 as at 31^st March, 2016 and of the profit or loss of the Company for the year ended on that date;

- the Directors have 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;

- the Directors have prepared annual accounts on a ''going concern'' basis;

- the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

- the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

The Company has complied with mandatory provisions of Corporate Governance as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (erstwhile Listing Agreement).

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance and Management Discussion and Analysis Report, which form an integral part of this Report together with the Certificate from Auditors of the Company regarding compliances with the requirements of Corporate Governance as stipulated in aforementioned Regulations.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per provision of Section 135 read with Schedule VII of the Companies Act, 2013 along with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and any other statutory amendment or modification thereof and the Company''s CSR Policy in respect of Corporate Social Responsibility activity, a separate Report on CSR activities is attached as Annexure “A” to this Report. The CSR Policy has been posted on the website of the Company at www.asistone.com.

The Company has made a budget of Rs. 51.50 Lacs (including short fall of Rs. 7.57 Lacs of previous year). During the year under review, CSR expenditure was short by Rs. 6.49 Lacs mainly on account of pending of certain proposals.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk management plans in its strategy, business and operational plans.

Your Company, through its risk management process, strive to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

During the year under review, your Company has constituted a Risk Management Committee to oversee the risk management efforts of the Company. The details of the Committee along with its charter are set out in the Corporate Governance Report forming part of this Report.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguard of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial disclosures.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Number of Meetings of Board

Five meetings of the Board of Directors were held during the year under review. For further details, please refer the Corporate Governance Report.

Directors

During the year under review, Mrs. Anita Jatia was appointed as Whole Time Director and same was approved by the shareholders at the 69^th Annual General Meeting held on 25^th September, 2015 and Mr. Tushya Jatia was re-designated from Whole Time Director to Non-Executive Non Independent Director at the same meeting.

In accordance with the provisions of Section 152(6)(c) of the Companies Act, 2013 and Articles of Association of the Company, Mr. Tushya Jatia (DIN: 02228722), Director retires by rotation at the forth coming Annual General Meeting and being eligible, has offered himself for reappointment. The Board recommends his re-appointment. The brief profile of retiring director is given in the notice calling the Annual General Meeting.

The Board of Directors on recommendation of the Nomination and Remuneration Committee, has reappointed Mr. Deepak Jatia as Managing Director of the Company for a period of five years w.e.f. 1^st September, 2016 subject to the approval of the members in the ensuing Annual General Meeting.

Mr. Pramod G. Lath, Independent Director, has resigned from the Directorship w.e.f. 4^th July, 2016 and Mr. Gaurang M. Gandhi has been appointed as Independent Director w.e.f. 4^th July, 2016.

Statement on declaration given by Independent Directors

The Independent directors have submitted the declaration of independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 confirming that they meet the criteria of independence provided in sub- section (6) so as to qualify themselves to be appointed/continued as Independent directors.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration, various aspects of the Board''s functioning, composition of the Boards and its Committees, culture, execution and performance of specific duties and obligation and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and Non-Independent Directors was carried by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Appointment/ Cessation of KMP

During the year under review, the following persons were appointed/ceased as Key Managerial Personnel (KMP) of the Company:-

Sr. No	Name of the Person	Designation
1.	Mrs. Anita Jatia	Appointed as Whole Time Director
2.	Mr. Tushya Jatia	Ceased from the office of Whole Time Director
3.	Mr. Uttam Shetty	Ceased from the office of Company Secretary of the Company

AUDITORS AND AUDITOR''S REPORT Statutory Auditors

M/s. B.L. Ajmera & Co., Chartered Accountants having Firm Registration Number (001100C), the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

Your Company has received a confirmation letter from M/s. B.L. Ajmera & Co., to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for reappointment.

M/s. B.L. Ajmera & Co., have issued Auditors'' Report for the financial year ended 31^st March, 2016 and the notes on financial statements referred to in the said Auditors'' Report are self-explanatory and do not call for any further comments. The

Auditors'' Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013.

Secretarial Audit

Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. GMJ & Associates, Company Secretaries, had been appointed as the Secretarial Auditor for conducting the secretarial audit for the financial year 2015-16. The Secretarial Audit Report is attached as Annexure “B” to this Report and forms an integral part of this Report. There was no qualification, reservation and adverse remark in their Report.

Further, on the recommendation of Audit Committee, the Board of Directors have appointed M/s. GMJ & Associates, Company Secretaries, as Secretarial Auditor of the Company in relation to the financial year 2016-17. The Company has received their consent for such appointment.

Cost Audit

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records. Accordingly, M/s. N.D. Birla & Co., a firm of Cost Accountants in practice was appointed to undertake the Cost audit for the financial year ended 31^st March, 2016.

Further, the Board of Directors, on the recommendation of the Audit Committee, have appointed M/s. N.D. Birla & Co., a firm of Cost Accountants to undertake the audit of cost records of the Company for the financial year 31^st March, 2017.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company during the year under review with related parties were in the ordinary course of business and on an arm''s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. The Company presents a detailed landscape of all related party transactions before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transaction. Transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority. Further, during the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Since all related party transactions entered into by the Company were in ordinary course of business and were on arms'' length basis, Form AOC-2 is not applicable to the Company.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at www.asistone.com.

Your Directors draw attention of the members to Note No. 37 to the financial statements which sets out related party disclosures.

DISCLOSURES Audit Committee

The Audit Committee comprises of Independent Directors namely Mr. Pramod G. Lath, the Chairman, Mr. Anshul M. Sonawala and Mr. Sanjay Seksaria as other members. All the recommendations made by the Audit Committee were accepted by the Board. The terms of reference of audit committee and other details are explained in brief in Corporate Governance Report.

Nomination and Remuneration Committee and its policy

The Nomination and Remuneration Committee comprises of Independent Directors namely Mr. Sanjay Seksaria, the Chairman, Mr. Pramod G. Lath and Mr. Anshul M. Sonawala as members of the Committee. The Nomination and Remuneration policy has been posted on the website of the Company at www.asistone.com.

Whistle Blower Policy/Vigil Mechanism

In compliance with the requirements of Section 177 of Companies Act, 2013, the Company has a Whistle Blower Policy to report genuine concern, grievances, fraud and mismanagements, if any. The policy has been posted on the website of the Company at www.asistone.com.

Particulars of Loans, Guarantees or Investment by the Company

During the year, the Company has provided Loans and Corporate Guarantee to its Subsidiaries for business purpose. Please refer Note No. 10(b) for the Investment in subsidiaries, Note No. 11 for Loans and Advances and Note No. 25(1)(b)(ii) for Corporate Guarantee of the financial statements.

Details of loans given to other parties, during the year under review, are attached as Annexure “C” to this Report.

Extract of Annual Return

The extract of the Annual Return in Form No. MGT-9 as required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached as Annexure “D” to this Report.

Significant and material orders passed by the Regulators or Courts or Tribunals

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and company''s operations in future.

Sexual Harassment

Your Company has constituted an Internal Complaint Committee as required under Section 4 of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no incidences of sexual harassment reported during the year under review.

Depository Services

The Company''s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). The Company has been allotted ISIN No. INE443A01030.

The Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants (DPs) with whom they have their Demat Accounts for getting their holdings in electronic form.

Conservation of Energy, Technology absorption and Foreign Exchange Earning and Outgo

As per provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, a statement in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo is attached as Annexure “E” to this Report.

Particulars of Employees

In terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing the name of the employees drawing remuneration in excess of the limit specified in the Rules are not applicable on the Company as during the period, no employee of the Company was drawing salary in excess of the limits prescribed therein.

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure “F” to this report.

Your directors draw attention of the members to the Note No.37 to the financial statements which set out disclosure of remuneration to the Managing Director and Executive Director. The Remuneration policy has been posted on the website of the Company at www.asistone.com.

Public Deposit

The Company has not accepted or renewed any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, clients, Financial Institutions, Banks, Central and State Governments, the Company''s valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

On behalf of the Board of Directors

Deepak Jatia

Place: Mumbai. Chairman & Managing Director

Date: 28^th May, 2016 DIN: 01068689

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Mar 31, 2015

The Members,

Associated Stone Industries (Kotah) Limited

The Directors have pleasure in presenting the 69th Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March, 2015:

FINANCIAL RESULTS (Rs. in lacs) 2014-15 2013-14

Total Revenue 21543.14 13347.22

Profit before Finance Cost & Depreciation 4352.37 2922.99

Less : Finance 822.61 578.25

Depreciation 643.41 791.30

Profit before Taxation & Exceptional Item 2886.35 1553.44

Add: Exceptional Item 257.10 --

3143.45 1553.44

Provision for Taxation

Current Tax (1070.00) (596.00)

Deferred (93.10) 49.84

Earlier Years Adjustment (138.40) --

Profit After 1841.95 1007.28

Add: Balance in Statement of Profit & Loss 5703.58 5040.17

Profit available for Appropriation 7545.53 6047.45

Appropriation

Adjustment relating to Fixed Assets 50.66 --

Transfer to General Reserve 200.00 150.00

Proposed Dividend 198.85 165.71

Tax on Dividend 39.76 28.16

Closing Balance 7056.26 5703.58

7545.53 6047.45

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 1.50 (equivalent to 30%) per equity share (previous year Rs. 1.25 i.e equivalent to 25%) of the face value of Rs. 5/- each.

RESERVES

Your Directors propose to transfer Rs. 200.00 lacs to the General Reserve Account. An amount of Rs 7056.26 lacs is proposed to be retained in the Statement of Profit & Loss.

PERFORMANCE

For the year under review, the production of Kotah Stone was 1172.77 lacs sq.ft. as against 1205.76 lacs sq. ft. in the previous year and sales were 1201.24 lacs sq.ft. as against 1262.93 lacs sq. ft. in the previous year.

During the year under review, the Company has registered total revenue from operations of Rs. 20878.29 lacs (previous year Rs. 13073.62 lacs) and Gross Profit of Rs. 4352.37 lacs (previous year Rs. 2922.99 lacs). This included revenue from the trading activity which during the year under review was Rs. 9158.71 lacs as against Rs. 2034.28 lacs in the previous year.

The profit before taxation during the year under review was Rs. 3143.45 lacs as compared to Rs. 1553.44 lacs during the previous year.

WIND POWER PROJECT

As a part of its efforts to augment "Green Power", the Company continues to operate at its installed 4.75 MW capacity Wind Power plant comprising of 1.125 MW capacity at Tiruppur District of Tamil Nadu, 1.125 MW capacity at Gadag District of Karnataka and 2.50 MW capacity at Satara District of Maharashtra supplying to Electricity Boards.

The Wind Power generations basically depends on flow of winds and due to unpredictable climatic conditions generation of power varies from time to time. The generation during the year under review was lower as compared to previous year on account of low wind throughout the year.

SUBSIDIARY COMPANY

During the year under review the Company has set up an overseas wholly owned subsidiary in the name of ASI Global Limited, in Mauritius to acquire lime stone mine/crusher Company Viz: Al Rawasi Rock & Aggregate LLC in Fujairah UAE. The Company along with ASI Global Limited has acquired the said Company.

Your directors draw attention to the members to the Note No. 45 to the consolidated financial statement which set out salient features of Financial Statement of Subsidiary Companies pursuant to provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements have been prepared by the Company's Management in accordance with the requirements of Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India and as per the provisions of the Companies Act, 2013. The Audited Consolidated Financial Statement is provided in the Annual report.

DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 134 of the Companies Act, 2013, your Directors subscribe to the "Directors Responsibility Statement" and the Board of Directors of the Company confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- the Directors have selected such accounting policies and applied them consistently and made judgements 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;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance

with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the Directors have prepared annual accounts on a going concern basis;

- the Directors have laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

- the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company has complied with mandatory provisions of Corporate Governance as prescribed under the Listing Agreement.

A separate report on Corporate Governance is attached as a part of the Annual Report along with Auditors' Certificate on its compliance.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company during the year under review with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website. (www.asistone.com)

Your Directors draw attention of the members to Note No. 40 to the financial statement which set out related party disclosures.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per provisions of Section 135 read with Schedule VII of the Companies Act, 2013, the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Company's CSR Policy in respect of Corporate Social Responsibility activity, a separate statement is attached as Annexure "A" to this Report.

The Company has made a budget of Rs 37.00 lacs as against requirement of Rs. 32.57 lacs. During the year under review, CSR expenditure was short by Rs. 7.57 lacs i.e mainly on account of pending of proposal for transfer of bus having WDV of Rs. 9.25 lacs to the Government College which has been running for providing transport facility to Girls Student of Government College. The matter is still under consideration of Education Department, Rajasthan.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks

and incorporates risk treatments plans in its strategy , business and operational plans.

Your Company, through its risk management process, strive to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

As per requirements of Clause 49 of the Listing Agreement , your Company has constituted a Risk Management Committee to oversee the risk management efforts of the Company under the Chairmanship of Shri. Pramod G. Lath, Independent Director. The details of the Committee along with its charter are set out in the Corporate Governance Report forming part of this Report.

During the year under review, the Board of Directors have approved the Risk Management Policy as recommended by the Risk Management Committee.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

Your Company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/revise standard operating procedure. The Company's internal control system commensurate with its size, scale and complexities of its operations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Number of Meeting of Board

Four meetings of the Board of Directors were held during the year under review. For further details please refer the Corporate Governance Report.

Directors

During the year under review, Shri. Padam Kumar Poddar resigned from the Directorship w.e.f 05.08.2014. The Board has placed on record its appreciation for the services rendered by Shri. Padam Kumar Poddar during his tenure as a Director.

The Board of Directors at their meeting held on 05th August, 2014 appointed Smt. Anita Jatia as woman director of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Company's Articles of Association, Smt. Anita Jatia, Director retires by rotation at the forth coming Annual General Meeting and being eligible, offers herself for reappointment.

During the year under review, the Company has appointed Shri. Sanjay Seksaria, Shri. Pramod G. Lath and Shri. Anshul M. Sonawala as independent directors of the Company w.e.f 5th August, 2014 for a period of 5 consecutive years ending on 31st March, 2019.

Statement on declaration given by Independent Directors

The Independent directors have submitted the declaration of independence, as required pursuant Section 1 49(7) of the Companies Act, 2013 stating that they meet the criteria of independence provided in sub- section(6).

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration of the various aspect of the Board's functioning, composition of the Boards and its Committees, culture, execution and performance of specific duties and obligation and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and non Independent Directors was carried by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Appointment of KMP

During the year under review, the Company has appointed following persons as Key Managerial Personnel of the Company.

Sr. Name of the Person Designation No

1. Shri. Deepak Jatia Chairman & Managing Director

2. Shri. Shivratan R. Soni Chief Executive Officer

3. Shri. Uttam Shetty Company Secretary

4. Shri. Pavan Kumar Soni Chief Financial Officer

AUDITORS AND AUDITOR'S REPORT Statutory Auditors

M/s. B.L. Ajmera & Co., Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment.

M/s. B.L. Ajmera & Co., have issued Auditors Report for the financial year ended 31st March, 2015 and there is no qualifications in Auditors Report.

The Company has received letter from M/s. B.L. Ajmera & Co., to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. GMJ & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure "B" and forms an integral part of this Report.

There are no secretarial audit qualifications for the year under review.

Cost Audit

Pursuant to the provisions of Section 141(3) of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. N.D. Birla & Co, a firm of Cost Accountants in Practice to undertake the Cost Audit of Cost Accounting records of the Company for the financial year ended 31st March, 2015.

DISCLOSURES Audit Committee

The Audit Committee comprises of Independent Directors namely Shri. Pramod G. Lath (Chairman), Shri. Anshul M. Sonawala and Shri. Sanjay Seksaria as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee and its policy

Nomination and Remuneration Committee consists of following directors namely Shri. Sanjay Seksaria, Chairman and Shri. Pramod G. Lath and Shri. Anshul M. Sonawala as members of the Committee. Details of the policy and meeting held are given in Corporate Governance Report.

Whistle Blower Policy/Vigil Mechanism

The Company has a Whistle Blower Policy to report genuine concern and grievances. The policy has been posted on the web site of the Company.

Particulars of Loans, Guarantee or Investment by the Company

During the year under review the Company has not provided any guarantee or security to any party. Particulars of loans given, investment made along with purpose for which loan or investment made are provided in the financial statement (please refer Note No.10 (b), 16 and 40 to the financial statement).

Extract of Annual return

The extract of the Annual Return in Form No. MGT-9 as required under Section 92 of the Companies Act, 2013 is attached as Annexure "C" to this Report.

Conservation of Energy, Technology absorption and Foreign Exchange Earning and Outgo

As per provisions of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 statement in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo is attached as Annexure" D" to this Report.

Employees/Managerial Remuneration related disclosures

The Company had no employees during the financial year under review or part thereof having receipt of remuneration not less than Rs 5.00 lacs per month.

Your directors draw attention to the members to the Note No. 40 to the financial statement which set out disclosure of remuneration to the Managing Director and Executive Director.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

Public Deposit

Details relating to deposits covered under Chapter V of the Companies Act, 2013.

The Company has discontinued acceptance/renewal of fixed deposits from the public with effect from 1st April, 2014 and all amount outstanding as on 31st March, 2014 were repaid during the year under review and unclaimed amount as on 31st March, 2015, if any, has been transferred to unclaimed deposit account.

Share Capital

Issue of equity shares with differential rights as to dividend, voting or otherwise.

ESOS/Sweat Equity

Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

Significant and material orders passed by the Regulators or Court

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, clients, Financial Institutions, Banks, Central and State Governments, the Company's valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

On behalf of the Board of Directors

Mumbai Deepak Jatia 30th May, 2015 Chairman & Managing Director

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Mar 31, 2014

The Members,

Associated Stone Industries (Kotah) Limited

The Directors have pleasure in presenting the 68th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014:

1. FINANCIAL RESULTS:

(Rs. in lacs)

2013-14 2012-13

Total Revenue 13347.22 17686.29

Profit before finance cost 2922.99 3459,24 &depreciation

Less: Finance Cost 578.25 742.12

Depreciation 791.30 775.98

Profit before taxation 1553.44 1941.14

Provision for taxation

Current tax (596.00) (683.00)

Deferred tax 49.84 50.60

Earlier year adjustments -- (7.81)

Profit for the year (after tax> 1007.28 1300.93

Add: Balance in Profit & Loss Account 5040.17 4083.11

Profit available for 6047.45 5384.04 appropriation

Appropriations

Transfer to general reserve 150.00 150.00

Proposed dividend 165.71 165.71

Tax on dividend 28.16 28.16

Closing balance 5703.58 5040.17

6047.45 5384.04

2. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 1.25 (equivalent to 25%) per equity share of the face value of Rs. 5/- each.

3. PERFORMANCE

For the year under review the production of Kotah Stone was 1205.75 lacs sq. ft. as against 1392.53 lacs sq. ft. in the previous year and sales were 1262.93 lacs sq. ft. as against 1450.64 lacs sq. ft. in the previous year.

During the year 2013-14 the Company has registered revenue from operations of Rs. 13073.62 lacs (previous year Rs. 17483.29 Lacs) and Gross Profit of Rs. 2922.99 Lacs (previous year Rs. 3459.24 Lacs). The main reason for reduction in revenue from operation is due to reduction in trading activity on account of market constraint. Revenue from the trading activity during the year under review was 2034.28 lacs as against Rs. 5891.93 lacs in the previous year.

The profit before taxation during the year 2013-14 was Rs. 1553.44 Lacs as compared to Rs. 1941.14 Lacs during the previous year 2012-13.

4. WIND POWER PROJECT

As a part of its efforts to augment "Green Power", the Company continue to operate its installed 4.75MW capacity Wind Power plant comprising of 1.125MW capacity at Tiruppur District of Tamil Nadu, 1.125MW capacity at Gadag District of Karnataka and 2.50MW capacity at Satara District of Maharashtra supplying to Electricity Boards.

The Wind Power generations basically depends on flow of winds and due to unpredictable climatic conditions generation of power varies from time to time. Generally investments in such projects are considered viable from the revenue generation on long time basis. Considering this fact, the Government of India offers various incentives to encourage such projects including Solar Power, Bio-mass Power etc which are environment friendly and also universally recognized and hence the carbon credit benefits are extended under the Kyoto Protocol of UNFCCC (United Nations Framework Conference for Climate Change).

The Company has initially applied for such Carbon Credit for 4.75MW bundled Wind Power Project upto the year 2012 which has been approved by UNFCCC, Bonn, Germany and has issued CER of 4010 which can be sold in the Carbon Credit Market in India. Considering the current market trend, the Company is yet to take delivery of CER issued by the UNFCCC, Bonn, Germany. The Company will be eligible for such Carbon Credit benefit for 10 years on the basis of yearly generation.

5. HEALTH, SAFETY & ENVIRONMENT

In the Mining Industry health, safety & environment challenges are enormous. The Company continuous to address these challenges through adoption of new technology, modernization of mining process to minimize the negative environmental impacts and conserving the natural resources through efficient use.

The Company believes that maintaining a clean environment is a need of the hour and is an obligatory duty of the corporate sector. Though the environment gets effected in the mining operations, the Company continuous to take adequate precaution to prevent damages and to maintain clean environment in workplace.

The Company continues to maintain high standards of safety at workplace through strong supervision and improvements, wherever required. Regular health camps are conducted at worksite to diagnose any serious health related issues of workers.

Company continues to work as per its Eco-friendly Mining Plan adhering to its Environment Policy. Plantation of the trees in mine area continues as a yearly feature of its policy.

6. CORPORATE GOVERNANCE

The Company has complied with mandatory provisions of Corporate Governance as prescribed under the Listing Agreement.

A separate report on Corporate Governance is produced as a part of the Annual Report along with Auditors'' Certificate on its compliance.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of Companies Act, 1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- the Directors have selected such accounting policies and applied them consistently and made judgements 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;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis.

8. DIRECTORS

Shri. Tushya Jatia retires by rotation in accordance with the provisions of the Companies Act, and Articles of Association of the Company but being eligible, offers himself for reappointment.

Pursuant to the provisions of Companies Act, 2013, permission of the shareholders are sought by way of ordinary resolution/s for appointment of Independent Directors.

9. AUDITORS

M/s. B. L. Ajmera & Co., Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual general meeting and are eligible for re-appointment.

The Company has received letter from M/s. B. L. Ajmera & Co., to the effect that their re-appointment, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

10. STATUTORY INFORMATION

The Company had 1 employee during the part of financial year under review and was in receipt of remuneration not less than Rs. 5.00 lacs per month. However, as per the provisions of section 21 9(1 )(b)(iv) of the Companies Act, 1956, the Directors'' Report and Accounts are being sent to all the shareholders of the Company excluding the Statement of particulars of employees as required pursuant to Section 217(2A) of the Companies Act, 1956 and rules framed thereunder. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary of the Company.

The Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is in Annexure.

The Company had been accepting deposits within the provisions of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. The Fixed Deposits as on 31st March, 2014 was Rs 400.41 Lacs.

With effective from 1st April, 2014, the Company has discontinued the acceptance and renewal of Fixed Deposits and all deposits outstanding as on 31.03.2014 will be repaid as per due date/s or before 31.03.201 5 whichever is earlier.

11. ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, clients, Financial Institutions, Banks, Central and State Governments, the Company''s valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

On behalf of the Board of Directors

Mumbai Deepak Jatia

9th May, 2014 Chairman & Managing Director

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Mar 31, 2013

To The Members of Associated Stone Industries (Kotah) Limited

The Directors have pleasure in presenting the 67th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2013:

1. FINANCIAL RESULTS:

(Rs. in lacs)

2012-13 2011-12

TOTAL REVENUE 17088.19 2638.34

PROFIT BEFORE FINACEAL COST & DEPRECITAION 601.82 577.20

LESS; FINACEAL COST DEPRECITION 1459.32

PROFIT BEFOR TAXITION 43.15 (37.60)

CLOSING BALANCE 942.87 341

2. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 1.25 (equivalent to 25%) per equity share of the face value of Rs. 5/- each.

3. PERFORMANCE

For the year under review the production of Kotah Stone was 1392.53 lacs sq. ft. as against 1461.10 lacs sq. ft. in the previous year and sales were 1437.74 lacs sq. ft. as against 1450.58 lacs sq. ft. in the previous year.

During the year 2012-13 the Company has registered revenue from operations of Rs. 17686.29 Lacs (previous year Rs. 17088.19 Lacs) and Gross Profit of Rs. 3459.24 Lacs (previous year Rs. 2638.34 Lacs).

The profit before taxation during the year 2012-13 is Rs. 1941.14 Lacs as compared to Rs. 1459.32 Lacs during the previous year 2011-12.

4. WIND POWER PROJECT

As a part of its efforts to augment "Green Power", the Company has so far installed 4.75 MW capacity wind power projects comprising of 1.125 MW capacity in Tiruppur District of Tamil Nadu, 1.125 MW in Gadag District of Karnataka and 2.50 MW capacity in Satara District of Maharashtra.

The Wind Power generations are basically depends on flow of winds and also depends on climatic conditions and hence variations occurs in generation of power from time to time. Generally such projects are not commercially viable. Considering this fact, the Government of India offers various incentives to encourage such projects including Solar Power, Bio- mass Power etc which are environment friendly and also universally recognized and hence the carbon credit benefits are extended under the Kyoto Protocol of UNFCCC (United Nations Framework Conference for Climate Change).

The Company has applied for such Carbon Credit for 4.75 MW bundled Wind Power Project which has been approved by M/s. TUV India Pvt. Ltd. (a subsidiary of TUV Nord, Germany) and registered with UNFCCC, Born, Germany from 1st May 2011 for issue of Carbon Credit Certificate. Once the Certificate is issued by the UNFCCC, the Company will be eligible to get Carbon Credit benefit for 10 years on the basis of yearly generation and Carbon Credit Certificates can be traded in the Carbon Credit market.

5. HEALTH, SAFETY & ENVIRONMENT

Health and Safety are the issues getting major attention of Regulatory Authorities. Govt, is insisting on regular health checkup of mine workers especially for respiratory diseases. Regular health camps have been organized at the workplace to diagnose any serious ailment amongst workers. Maintaining a good, clean & cool environment at its workplace is the top most priority of the Company. The Company deploys highly mechanized and Technological safety equipments maintaining high safety standards in mining of waste zone.

Environmental issue is a great concern from recent past. Company has been complying with all environmental requirements and has set up a separate Environment Cell to monitor various parameters and taking up corrective steps in case of any deviation. Special attention is paid on plantation by planting thousands of trees on the waste land in the mining area turning them into lush pockets of greenery and on rightful conservation of water source.

6. CORPORATE GOVERNANCE

The Company has complied with mandatory provisions of Corporate Governance as prescribed under the Listing Agreement.

A separate report on Corporate Governance is produced as a part of the Annual Report along with Auditors'' Certificate on its compliance.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of Companies Act, 1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- the Directors have selected such accounting policies and applied them consistently and made judgements 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;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis.

8. DIRECTORS

Shri. Anshul M. Sonawala retires by rotation in accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company but being eligible, offers himself for reappointment.

9. AUDITORS

M/s. B. L. Ajmera & Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and are eligible for reappointment.

10. STATUTORY INFORMATION

The Company had 1 employee during the part of financial year under review and was in receipt of remuneration not less than Rs. 5.00 lacs per month. However, as per the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the Directors'' Report and Accounts are being sent to all the shareholders of the Company excluding the Statement of particulars of employees as required pursuant to Section 217(2A) of the Companies Act, 1956 and rules framed thereunder. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary of the Company.

The Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is in Annexure.

The Company has been accepting deposits within the provisions of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. The Fixed Deposits as on 31st March, 2013 was Rs. 366.35 Lacs.

11. ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - clients, Financial Institutions, Banks, Central and State Governments, the Company''s valued investors and all other business partners for their continued co- operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

On behalf of the Board of Directors

Mumbai Deepak Jatia

27th May, 2013 Chairman & Managing Director

---

Mar 31, 2012

To The Members of Associated Stone Industries (Kotah) Limited

The Directors have pleasure in presenting the 66th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2012:

1. FINANCIAL RESULTS: (Rs. in lacs)

2011-12 2010-11

Total revenue 170886.19 17364.84

Profit before finance cost & depreciation 2638.34 2941.17

Less: Finance cost 601.82 559.48

Depreciation 577.20 524.22

Profit before taxation 1459.32 1857.47

Provision for taxation

Current tax (522.00) (655.00)

Deferred tax 43.15 24.72

Earlier year adjustments (37.60) (59.80)

Profit for the year (after tax) 942.87 1167.39

Add: Balance in profit & loss account 3419.32 2531.01

Profit available for appropriation 4362.19 3698.40

Appropriations

Transfer to general reserve 125.00 125.00

Proposed dividend 132.57 132.57

Tax on dividend 21.51 21.51

Balance carried forward to Balance Sheet 4083.11 3419.32

4362.19 3698.40

2. DIVIDEND

Your Directors are pleased to recommend a dividend of Re. 1/- (equivalent to 20%) per equity share of the face value of Rs.5/-each.

3. PERFORMANCE

For the year under review the production of Kotah Stone was 1461.10 lacs sq.ft. as against 1506.19 lacs sq. ft. in the previous year and sales were 1450.58 lacs sq.ft. as against 1472.43 lacs sq.ft. in the previous year.

During the year 2011-12 the Company has registered revenue from operations of Rs. 17088.19 lacs (previous year Rs. 17634.84 Lacs) and Gross Profit of Rs.2638.34 Lacs (previous year Rs. 2941.17 Lacs).

The profit before taxation during the year 2011-12 is Rs. 1459.32 Lacs as compared to Rs. 1857.47 Lacs during the previous year 2010-11.

4. WIND POWER PROJECT

As a part of its efforts to augment "Green Power", the Company has so far installed 4.75 MW capacity wind power projects comprising of 1.125 MW capacity in Tiruppur District of Tamil Nadu, 1.125 MW in Gadag District of Karnataka and 2.50 MW capacity in Satara District of Maharashtra.

The wind power projects by themselves are not commercially viable since their operation depends upon availability of winds which is a function of nature and many times erratic. Realising this fact, the Govt, of India offers various incentives such as accelerated depreciation benefit, enhanced tariff for companies not in a position to avail accelerated depreciation benefit, tax holiday for 10 years etc. However, even with these benefits, the returns on investment are very moderate. In a move to accelerate the installation of wind power projects and similar projects like solar power, bio-mass power etc. which are based on renewable energy sources and do not have any adverse impact on environment and climate change, the Govt, of India has mandated that utilities should source a minimum percentage of their power from renewable source based projects.

The need to encourage installation of environment friendly wind power projects has been universally recognized and carbon credit benefits are extended under the Kyoto Protocol of UNFCCC (United Nations Framework Conference for Climate Change). Company had applied for such carbon credit benefit for the 4.75 MW bundled wind power project which has been approved and registered by UNFCCC, Bonn, Germany from 1st May 2011. The Company will be eligible to get carbon credit certificate for ten years from the date of Registration based on the yearly generation. As the first year has been completed on 30th April 2012, the Company is in the process of collecting data of monitoring, verification etc. and submitting to UNFCCC for approval. M/s. TUV India Pvt. Ltd (subsidiary of TUV Nord, Germany) has been appointed to validate the project. Once the carbon credit certificate is issued, the same can be traded in the carbon credit market.

5. HEALTH, SAFETY & ENVIRONMENT

Health and Safety are the issues getting major attention of Regulatory Authorities. Govt is insisting on regular health check of mine workers especially for respiratory diseases like Silicosis. Company has responded to all such calls by arranging health camps for mine workers and thereafter regular follow up. During the year at least 1000 workers had undergone medical check up.

Maintaining a good, clean & cool environment at its work- place is the top most priority of the Company.

Environmental issues are getting serious momentum. Company has been complying with all environmental requirements and has set up a separate Environment Cell to monitor various parameters and taking up corrective steps in case of any deviation. Special attention is paid on plantation in mine area and rightful conservation of water source.

6. CORPORATE GOVERNANCE

The Company has complied with mandatory provisions of Corporate Governance as prescribed under the Listing Agreement.

A separate report on Corporate Governance is produced as a part of the Annual Report along with Auditors' Certificate on its compliance.

7. DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of Companies Act, 1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- the Directors have selected such accounting policies and applied them consistently and made judgements 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;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis.

8. DIRECTORS

Shri. Pramod G. Lath retires by rotation in accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company but being eligible, offers himself for reappointment.

Shri. S.M Shroff has resigned as Director of the Company w.e.f 02nd February, 2012. The Board wishes to place on record its gratitude and appreciation for the co-operation and guidance rendered by him during his tenure as Director of the Company.

9. AUDITORS

M/s. B.L. Ajmera & Co., Chartered Accountants, retires as auditors of the Company at the ensuing Annual General Meeting and are eligible for reappointment.

10. STATUTORY INFORMATION

The information pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not applicable.

The Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is in Annexure.

The Company has been accepting deposits within the provisions of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. The Fixed Deposits as on 31st March, 2012 was Rs 251.25 Lacs.

11. ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders- clients, Financial Institutions, Banks , Central and State Governments, the Company's valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

On behalf of the Board of Directors

Mumbai Sd/-

30th May, 2012 Deepak Jatia

Chairman & Managing Director

---

Mar 31, 2011

The Members, Associated Stone Industries (Kotah) Limited

The Directors have pleasure in presenting the 65th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2011:

1. FINANCIAL RESULTS:

(Rs. in lacs)

2010-11 2009-10

Sales 17036.29 15922.63

Profit before Interest and

Depreciation 2808.33 1989.68

Less : Interest 400.81 272.95

Depreciation 524.22 405.80

Profit for the year 1883.30 1310.93

Prior Year Income / (Expenses) 8.45 0.77

Profit before Taxation 1891.75 1311.70

Provision for Taxation

Current Tax (656.90) (394.70)

Deferred Tax 24.72 6.02

Income Tax for Earlier Years (92.17) (21.11)

Profit after tax 1167.40 901.91

Add: Balance brought forward

from the previous Year 2531.01 1858.82

Profit Available for Appropriation 3698.41 2760.73

Appropriations

Transfer to General Reserve 125.00 75.00

Interim Dividend - 33.14

Proposed Dividend 132.57 99.43

Tax on Dividend 21.51 22.15

Balance carried forward to

Balance Sheet 3419.33 2531.01

3698.41 2760.73

2. DIVIDEND

Your Directors are pleased to recommend a dividend of Re. 1/- (equivalent to 20%) per equity share of the face value of Rs.5/-each.

3. PERFORMANCE

For the year under review the production of Kotah Stone was 1506.19 lacs sq.ft. as against 1395.95 lacs sq. ft. in the previous year and sales were 1472.43 lacs sq.ft. as against 1376.06 lacs sq.ft. in the previous year.

During the year 2010-11 the Company has registered a turnover of Rs.17036.29 lacs (Rs. 15922.63 Lacs) and Gross Profit of Rs.2808.33 Lacs (Rs. 1989.68 Lacs).

The profit during the year 2010-11 is Rs.1883.30 Lacs as compared to Rs. 1310.93 Lacs during last year 2009-2010.

4. WIND POWER PROJECT

The Company has so far installed 4.75 MW capacity wind power projects comprising of 1.125 MW capacity in Tiruppur District of Tamilnadu, 1.125 MW capacity in Gadag District of Karnataka and 2.50 MW capacity in Satara District of Maharashtra.

The wind power projects by themselves are not commercially viable since their operation depends on availability of winds which is a function of nature and many times erratic. During last three years, generation has been less than estimated. At the same time, wind power generation is one of the cleanest forms of power generation as it does not involve use of fossil fuels which leads to emission of large quantities of toxic gases into the atmosphere leading to climate change. In fact recognizing this immense advantage of wind and similar forms of power generation like solar power, power utilities are mandated to buy certain percentage of power needs from the agencies installing such plants by Central Electricity Regulatory Authority, Govt. of India. To make such projects economically viable for investors, carbon credit benefit is also extended under Kyoto Protocol of UNFCCC (United Nations Framework Conference on Climate Change).

Company has applied for such Carbon Credit benefit for 4.75 MW bundled Power Project (1.125 MW in Tamilnadu, 1.125 MW in Karnataka and 2.50 MW in Maharashtra). The proposal has been granted "Host Country Approval" by the Ministry of Environment & Forests, Government of India. The Proposal has been submitted to the Executive Board of UNFCCC at Bonn, Germany for their registration after recommendation by the validators.

The Company has appointed an international consultant M/s SGS India Pvt. Ltd., to validate the project and submit their recommendations to the UN Executive Board at Bonn. The registration of the project by UNFCCC is expected in the first half of 2011-12.

5. HEALTH, SAFETY & ENVIORNMENT

In the Mining Industry health, safety & environment challenges are enormous. The Company continuously seeks to address the challenges through adoption of new technology modernization of mining process, new ways of operating to minimize the negative environmental impacts and conserving the natural resources through efficient use.

The Company believes that maintaining a clean environment is a need of the hour and is an obligatory duty of the corporate sector. Environment does get effected post mining operations and the Company takes adequate action to restore the damages and regenerate a clean environment at workplace in mines.

The Company continues to maintain high standards of safety at workplace through strong supervision and improving the conditions where required. Regular health camps have been organized at the worksite to diagnose any serious ailment amongst workers.

Company continues to work as per its Eco-friendly Mining Plan adhering to its Environment Policy. Plantation of the trees in mine area continues as a yearly feature of its policy.

6. CORPORATE GOVERNANCE

The Company has complied with mandatory provisions of Corporate Governance as prescribed under the Listing Agreement.

A separate report on Corporate Governance is produced as a part of the Annual Report along with Auditors' Certificate on its compliance.

7. DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of Companies Act, 1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- the Directors have selected such accounting policies and applied them consistently and made judgements 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;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis.

8. DIRECTORS

Shri. Padam Kumar Poddar retires by rotation in accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company but being eligible, offers himself for reappointment.

9. AUDITORS

M/s. B.L. Ajmera & Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and are eligible for reappointment.

10. STATUTORY INFORMATION

The information pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not applicable. The Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is in Annexure.

The Company has been accepting deposits within the meaning of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. The Fixed Deposits as on 31st March, 2011 was Rs 257.81 Lacs.

11. ACKNOWLEDGEMENT

Your Directors would acknowledge and place on record their sincere appreciation to all stakeholders clients, Financial Institutions, Banks, Central and State Governments, the Company's valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

On behalf of the Board of Directors

Deepak Jatia Chairman & Managing Director

Mumbai 30th May, 2011

---

Mar 31, 2010

The Directors have pleasure in presenting the 64th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2010:

1. FINANCIAL RESULTS:

(Rs. in lacs)

2009-10 2008-09

Sales 15922.63 12657.91

Profit before Interest and Depreciation 1989.68 1880.83

Less: Interest 272.95 228.50

Depreciation 405.80 362.42

Profit for the year 1310.93 1289.91

Prior Year lncome/(Expenses) 0.77 9.62

Profit before Taxation 1311.70 1299.53

Provision for Taxation

Current Tax (394.70) (154.69)

Fringe Benefit Tax - (7.64)

Deferred Tax 6.02 (246.18)

Income Tax for Earlier Years (21.11) (29.44)

Profit after tax 901.91 861.58

Add: Balance brought forward

from the previous Year 1858.82 1120.30

Profit Available for Appropriation 2760.73 1981.88

Appropriations

Transfer to General Reserve 75.00 30.00

Interim Dividend 33.14

Proposed Dividend 99.43 79.54

Tax on Dividend 22.15 13.52 Balance carried forward to Balance Sheet 2531.01 1858.82

2760.73 1981.88

2. DIVIDEND

Your Directors had disbursed an Interim Dividend of Re.0.50 (equivalent to 5%) per equity share of face value of Rs 10/- each in November 2009. In addition to the interim dividend , your Directors have decided to recommend a final dividend amounting Re.0.75 (equivalent to 15%) per equity share of the face value of Rs.5/-each, thus making total dividend payout for the year Re.1/-( equivalent to 20%) per equity share

of Rs. 5/- each as against Rs. 1.20 (equivalent to 12 %) per equity share of Rs. 10/- each during last financial year.

3. CHANGES IN CAPITAL STRUCTURE

As approved by the shareholders at the Extra Ordinary General Meeting of the Company held on 15th January 2010, the equity share having face value of Rs. 10/- each has been sub-divided in to 2 equity shares of Rs 5/- each. Paid up capital of the Company as of date is Rs. 6,62,83,730/- consisting of 1,32,56,746 Equity shares of Rs 5/- each.

4. PERFORMANCE

For the year under view the production of Kotah Stone was 1395.95 lacs sq. fts. as against 1363.67 lacs sq. fts. in the previous year and sales were 1376.06 lacs sq. ft. as against 1327.32 lacs sq. fts. in the previous year.

During the year 2009-10 the Company has registered a turnover of Rs. 15922.63 lacs (Rs. 12657.91 Lacs) and Gross Profit of Rs. 1989.68 Lacs (Rs. 1880.83 Lacs).

The profit during the year 2009-10 is Rs. 1310.93 Lacs as compared to Rs. 1289.91 Lacs during last year 2008-2009.

5. WIND POWER PROJECT

The Company has so far installed 4.75 MW capacity wind power projects comprising of 1.125 MW capacity in Tiruppur District of Tamilnadu, 1.125 MW capacity in Gadag District of Karnataka and 2.50MW capacity in Satara District of Maharashtra.

The wind power projects by themselves are not commercially viable since their operation depends on availability of winds which is a function of nature and many times erratic since it is linked to monsoon. Due to failure of monsoon during last two years, generation has been less than estimated. At the same time, wind power generation is one of the cleanest forms of power generation as it does not involve use of fossil fuels which leads to emission of large

quantities of toxic gases into the atmosphere leading to climate change. In fact recognizing this immense advantage of wind and similar forms of power generation like solar power, power utilities are mandated to buy certain percentage of power needs from the agencies installing such plants by Central Electricity Regulatory Authority, Govt, of India. To make such projects economically viable for investors, carbon credit benefit is also extended under Kyoto Protocol of UNFCCC (United Nations Framework Conference on Climate Change).

Company has applied for such Carbon Credit benefit for 4.75 MW bundled Power Project (1.125 MW in Tamilnadu, 1.125 MW in Karnataka and 2.50MW in Maharashtra). The proposal has been granted "Host Country Approval" by the Ministry of Environment & Forests, Government of India. The Proposal will go to the Executive Board of UNFCCC at Bonn, Germany for their registration after recommendation by the validators.

The Company has appointed an international consultant M/s SGS India Pvt. Ltd., to validate the project and submit their recommendations to the UN Executive Board at Bonn. The final validation report has been received and sent to SGS Ltd., U.K. The registration of the project by UNFCCC is expected in the second half of 2010-11.

The Company continues to maintain high standards of safety at workplace through strong supervision and improving the conditions where required.Regular health camps have been organized at the worksite to diagnose any serious ailment.

Company continues to work as per its Eco-friendly Mining Plan adhering to its Environment Policy. Plantation of the trees in mine area continues as a yearly feature of its policy.

The Company has complied with mandatory provisions of Corporate Governance as prescribed under the Listing Agreement.

A separate report on Corporate Governance is produced as a part of the Annual Report along with Auditors Certificate on its compliance.

As stipulated in Section 217(2AA) of Companies Act, 1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- the Directors have selected such accounting policies and applied them consistently and made judgements 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;

- the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis.

Shri. Sunil Kumar Goenka has resigned as Director of the Company w.e.f 29.10.2009. The Board wishes to place on record its gratitude and appreciation for the co-operation and guidance rendered by him dur- ing his tenure as Director of the Company.

Shri. Sanwar Mull Shroff retires by rotation in accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company but being eligible, offers himself for reappointment.

Shri. Anshul M. Sonawala who was appointed by the Board of Directors of your Company in its meeting

held on 02nd December, 2009 as Additional Director in terms of Article 110 of the Articles of Association of the Company, will hold office up to the date of ensuing Annual General Meeting. Your Company has received notice under Section 257 of the Companies Act, 1956 proposing Shri. Anshul M. Sonawala for the office of Director to be elected by the members in the ensuing Annual General Meeting.

10. AUDITORS

M/s. B.L. Ajmera & Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and are eligible for reappointment.

11. STATUTORY INFORMATION

The information pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not applicable.

The Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is in Annexure.

The Company has been accepting deposits within the meaning of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. The Fixed Deposits as on 31st March, 2010 was Rs 263.21 Lacs.

12. APPRECIATION

Your Directors place on record their gratitude to Central and State Governments, Bankers, Financial Institutions, Customers, Staff & Workers, Members and Investing Public for their continued support.

On behalf of the Board of Directors

Mumbai

15th May, 2010 Deepak Jatia

Chairman & Managing Director