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Directors Report of Divyashakti Granites Ltd.

Mar 31, 2016

Dear Shareholders,

The Directors have pleasure to present the 25th Annual Report and the Audited Accounts for the financial year ended 31st March, 2016.

1. FINANCIAL RESULTS

Year ended 31.03.2016 (Rs. in lakhs)

Year ended 31.03.2015 (Rs. in lakhs)

Sales

6827.99

6295.93

Gross Operating

Profit before

depreciation and

exchange variation

1259.01

1196.17

Profit after depreciation

but before exchange

variation

1149.16

1091.32

Profit after

depreciation,

exchange variation

and before

Exceptional Items

1534.83

1452.54

Profit after Exceptional

items

1534.83

1452.54

Profit after Tax

1013.66

934.60

Appropriations:

General Reserves

828.27

749.21

Proposed Dividend

154.03

154.03

Tax on dividend

31.36

31.36

Total

1013.66

934.60

2. DIVIDEND

Your Directors are pleased to recommend for your consideration a Dividend of Rs. 1.50 per share (15% of face value Rs.10/-) on the equity capital of the company for the financial year ended 31st March, 2016, aggregating an amount of Rs. 154.03 lakhs.

3. TRANSFERS TO RESERVES AND RETENTION IN THE PROFIT AND LOSS ACCOUNT ETC:

The Company proposes to transfer an amount of Rs. 828.27 lakhs to Reserves during the financial year under review.

4. Finance:

Cash and cash equivalents as at 31st March, 2016 was Rs. 5185.92 lakhs. The company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters and they were kept under strict check through continuous monitoring.

5. COMPANY’S WORKING DURING THE CURRENT YEAR 2015-2016 AND THE FUTURE PROSPECTS ALONG WITH REASONS WHILE COMPARING WITH PREVIOUS YEAR RESULTS:

Your Company has exported polished granite slabs and polished monuments valued at Rs. 6692 lakhs to U.S.A. during the year under consideration. As regards the Raw Materials, out of the total purchases of Raw Blocks valued at Rs. 1401 lakhs made during the year, about 17% are imported from Brazil, Finland, Norway etc.

The year closed on a positive note with export orders on hand to the tune of Rs. 240 lakhs as compared to Rs.220 lakhs of last year. In spite of the problems faced by the Granite Industry and the all-round downward economic slide in the International Arena, your company has managed to improve the performance during the current year. The improvement is to the extent of about Rs. 528 lakhs.

S. No.

Items

Previous year

Current year

1

Sales ( Indian )

1,31,72,230

1,35,51,589

2

Sales ( Exports)

61,64,20,612

66,92,47,661

6. CHANGE IN NATURE OF BUSINESS:

During the year the company has not changed its business. However, the Shareholders approved the resolution by postal Ballot for addition of object(s) relating to generation, production and storage of solar, hydel and all other forms of energy.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments that have bearing on the financial position of the Company.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There are no significant and material orders by the Regulators or Courts or Tribunals impacting the going concern status and company’s operations in future.

9. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Management continuously reviews the internal control systems and procedures for the efficient conduct of the company’s business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensure that all its assets are safeguard and protected against losses. The Internal Auditors of the company conducts the audit on regular basis and the Audit Committee periodically reviews internal audit reports and effectiveness of internal control systems.

10. DETAILS OF SUBSIDIARY / JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiaries or Joint Venture or associate companies.

11. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT.

Not Applicable

12. DEPOSITS

The company has not accepted any fixed deposits from the public.

13. AUDITORS AND OBSERVATIONS : M/s Rambabu & Co, Chartered Accountants, Independent Auditors of the Company were appointed in the Annual General meeting held on 30th September, 2014 for a period of three years till conclusion of Twenty Sixth Annual General Meeting. The resolution relating to ratification of the appointment is placed before the members in the ensuing Annual General Meeting.

14. SECRETARIAL AUDIT REPORT Pursuant to provisions of section 204 of the Companies Act, 2013, the Company has appointed Puttaparthi Jagannatham and Co., Company secretaries, a firm of company secretaries to undertake the secretarial audit of the Company. The Secretarial Audit Report obtained is annexed within as Annexure- I

15. EXTRACT OF ANNUAL RETURN : The extract of the Annual Return is attached as Annexure II

16. SHARE CAPITAL

None of the following issues were taken up during the year and hence details thereof were not required to be furnished

A) Issue of shares with differential rights

B) Issue of sweat equity shares

C) Issue of employee stock options

D) Provision of money by company for purchase of its own shares by employees or trustees for the benefit of employees.

17. CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) No specific investment has been made on reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

d) Details of electricity consumption is as under:

2015-16

2014-15

1. Electricity

a) Purchased Units

2488779

2675162

Total Amount

(Rs. in lakhs)

190.33

207.63

Average Cost/Unit

(Rs./KWH)

7.66

7.76

b) Own Generation

Through Diesel

Generator

Total Units

107508

312960

Total Amount

(Rs. in lakhs)

17.88

53.76

Units per liter

of Diesel Oil

3.26

3.26

Average Cost/Unit

(Rs./KWH)

16.64

17.18

(B) Technology Absorption:

No outside technology is being used for manufacturing activities, therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire research and development activities are directed to achieve the aforesaid goal.

(C) Foreign exchange earnings and outgo

: Details of foreign exchange earnings and outgo are as follows :

a) Foreign Exchange

Earnings : Rs. 6692.48Lakhs

b) Foreign Exchange

Outgo : Rs. 618.99 Lakhs

18. CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted the CSR committee consisting of the following Directors with the roles and responsibilities duly defined in accordance with the CSR Policy Rules. The committee has met once on 30.01.2016 during the financial year ended 31st March, 2016.

Name of the Member Designation Shri T.R.C. Bose Chairman

Shri T.H.Sastry Member

Shri S. Srinivas Member

The Committee reviewed the CSR Policy and has identified the Education and Environment as the broad areas towards providing clean and hygienic water, and health related areas as the focus areas for CSR activities.

"The Company allocated an amount of Rs.34.01 lakhs to be spent during the year 2015-16 for Corporate Social Responsibility. However, the Company couldn’t spend the amount earmarked for Corporate Social Responsibility due to problem in identifying the better areas and beneficiaries as per its approved CSR Policy. However, the amount of Rs.20.65 lakhs was spent by the company towards the CSR activities in the field of Education and Environment during the year 2015-16."

The report on CSR activities is attached as Annexure III to this Report.

19. DIRECTORS AND KEY

MANAGERIAL PERSONNEL

A) Changes in Directors and Key managerial personnel:

In accordance with the provisions of Section 197, 198 and 203 of the Companies Act, 2013 and the rules made there under and the Articles of Association of the Company, Shri N.S.R. Chandra Sekhar Rao, who retires by rotation at the forthcoming Annual General Meeting, and being eligible, has offered himself for reappointment as Director of the Company.

In the Board Meeting held on 30th October, 2015 Ms. Deepa Dutta has been appointed as the Company Secretary of the Company in terms of Section 203 of Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with effect from 01st October, 2016.

B) Declaration by the Independent Directors of the Company that they meet the criteria of independence as provided in Sec 149(6) of the Companies Act, 2013.

All the independent Directors have given declarations that they meet the criteria of independence as provided in subsection (6) of Section 149 of the

Companies Act, 2013 and Regulation 17(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that there is no change in their status of Independence.

C) Formal evaluation statement by the Board of its own performance, it’s committees and individual Directors: Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has formulated a policy for evaluation of its Board, Board Committee, Director’s and their performances and carried out an evaluation of them. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

D) Number of meetings of the Board of Directors:

The Directors met for 4 times during period under review. A calendar of meetings is prepared and circulated in advance to all the Directors. The number and details of the meetings of the Board are furnished in the Corporate Governance Report.

E) Meeting of Independent Directors:

A separate meeting of Independent Directors of the Company was held on 30.01.2016 as required under Schedule IV to the Companies Act, 2013 (Code for Independent Directors) and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

At the Meeting, the Independent Directors:

- Reviewed the performance of Non Independent Directors and the Board as a whole;

F) Familiarization Programme for Independent Directors

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The Familiarization programme for Independent Directors is disclosed on the Company’s website.

20. AUDIT COMMITTEE:

The Board of Directors of the Company constituted Audit Committee consisting of the following Directors, with the roles and responsibilities duly defined in accordance with the applicable statutory and other requirements. During the year, in all four (4) meetings of the Committee took place.

Name of the Member Designation

Shri T.R.C. Bose Chairman

Shri T.H.Sastry Member

Shri N.S.R.C.Sekhara Rao Member

The Board has accepted all the recommendation of the Audit Committee.

21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company at present has the vigil mechanism to deal with the instances of fraud and mismanagement, if any. The company ensures that strict confidentiality is maintained while dealing with the concerns and also that no discrimination is meted out to any person for a genuinely raised concern. It is taken care of by the audit committee of the company.

The Company has also formulated Whistle Blower Policy through which it’s Directors, Employees and Stake Holders can report their genuine concern about unethical behavior, actual or suspended fraud, or violation of the company’s code of conduct or ethics Policy.

22. CODE OF CONDUCT:

The Board of Directors have approved a code of conduct which is applicable to the members of the Board and all employees in the course of day to day business operations of the Company. The company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the board has laid down the directives to counter such acts. The code laid down by the Board is known as "Code of Business Conduct." which forms an appendix to the code.

The code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders .

All the Board members and senior Management Personnel have confirmed compliance with the code. All management staff were given training in this regard.

23. PREVENTION OF INSIDER TRADING:

Company has adopted a Code of Conduct as per Securities and Exchange Board of India (SEBI) (Prohibition of Insider Trading) Regulations, 1992 for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The code requires pre clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company’s shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. The Board is responsible for implementation of the code.

During the year under review, there has been due compliance with SEBI (Prohibition of Insider Trading) Regulations, 1992.

24. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the Company has constituted a Nomination and Remuneration Committee consisting of the following Directors, with the role and responsibilities duly defined and in accordance with the applicable statutory and other requirements.

Name of Members Designation

1. Shri T.V.Chowdary Chairman

2. Shri S. Srinivas Member

3. Shri N.S.R.C.Sekhara Rao Member

The Board has formulated a policy in consultation with the Nomination and Remuneration Committee for selection and appointment of Directors, Senior management and fixation of their remuneration keeping in view the requirements given in section 178 of the companies Act, 2013 and it also involves in the evaluation of'' the Board and its remuneration policies.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto shall be disclosed in Form No.AOC-2 as Annexure-IV to this Report.

There were no materially significant transactions with Related Parties during the financial year 2015-16 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in Note 3.07 of the Notes to the financial statements.

26. MANAGERIAL REMUNERATION:

Details of the ratio of the remuneration of each Director to the median employee’s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014._

Remuneration to Directors :

2015-16 Rs.

% on total salaries.

(a) N. Hari Hara Prasad

Managing Director

- Salary

24,00,000

16%

- Perquisites

14,53,289

Jaishree Nallapati

(Chief Financial

Officer)

- Salary

6,00,000

2%

b) There is no information required pursuant to Section 197 read with 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as no employee of the Company is covered by these rules.

c) No Director is in receipt of any commission from the company and the Managing Director and Whole-time Director of the Company have not received any remuneration or commission from any other Company subject to its disclosure by the Company in the Board’s Report.

27. CORPORATE GOVERNANCE

As per Regulation 27 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance, forming part of this Report, together with the Auditors’ Certificate regarding the compliance of the conditions of Corporate Governance is annexed as Annexure - V to this Report.

28. RISK MANAGEMENT AND INSURANCE

Your Company continuously monitors business and operational risk through business process, re-engineering and reviewing areas such as production, finance, legal and other issues. An exhaustive exercise is underway to bring a model regulating risk management mechanism. Your Company’s assets are adequately insured against the risk from fire and earthquake.

29. DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that-Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) the Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

30 PAYMENT OF LISTING FEE

At present the equity shares of the Company are listed on the Bombay Stock exchange at Mumbai. The Company confirms that it has paid Annual Listing Fees due to the Bombay Stock Exchange for the year 2016-2017.

31. DEPOSITORY SYSTEM

As the Members are aware, your Company’s shares are tradable compulsorily in electronic form and your Company has established connectivity with Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the Members are requested to avail the facility of Dematerialization of the Company’s shares on NSDL & CDSL. The ISIN allotted to the Company’s Equity shares is INE410G01010.

The company is pursuing the share holders, including the promoters, holding the shares in physical form for dematerialization of their shares.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

There are no loans, guarantees or investments made under section 186 of the Companies Act, 2013.

33. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report as required Regulation 34(3) and 53(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with stock exchange forms part of this report as Annexure VI.

34. INTERNAL COMPLAINTS COMMITTEE:

The company has constituted "Internal Complaints Committee" as required under section 4 (1) of Sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013. This committee consists of following members:

1. Smt. Jaishree Nallapati

2. Sri S. Srinivas

3. Sri N.S.R.C.Sekhara Rao

During the year under review, no complaints of harassment at the workplace were received by the committee.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the financial assistance and support extended by State Bank of Mysore. The Directors thank the shareholders for their continued confidence and trust placed by them with the Company. The Board also thanks all categories of employees of the Company for their dedicated and sincere services. For and on behalf of the Board

(N.HARI HARA PRASAD) (T.H.SASTRY)

Managing Director Director

Place : Hyderabad,

Date : 11th May, 2016.


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure to present the 23rd Annual Report and the Audited Accounts for the financial year ended 31st March, 2014

OPERATIONS

2013-2014

Your Company has exported polished granite slabs and polished monuments valued at Rs.5944 lakhs to U.S.A. during the year under consideration. As regards the Raw Materials, out of the total purchases of Raw Blocks valued at Rs.2294 lakhs made during the year, about 45% are imported from Brazil, Finland, Norway etc.

The year closed on a positive note with export orders on hand to the tune of Rs.260 lakhs as compared to Rs.280 lakhs of last year. Inspite of the problems faced by the Granite Industry and the all-round downward economic slide in the International Arena, your company has managed to improve the performance during the current year. The improvement is to the extent of about Rs.987 lakhs.

FINANCIAL RESULTS

Year ended Year ended 31.03.2014 31.03.2013 (Rs.in lakhs) (Rs.in lakhs)

Sales 6078.07 5090.71

Gross Operating Profit 1213.06 933.64 before depreciation and exchange variation

Profit after depreciation but 1109.63 832.33 before exchange variation

Profit after depreciation, 1515.94 1088.77 exchange variation and before Exceptional Items

Profit after Exceptional 1515.94 2133.97 items

Profit after Tax 989.04 1557.92

DIVIDEND

Your Directors are pleased to recommend for your consideration a Dividend of 15% (Rs. 1.50 per share of face value Rs.10/-) on the equity capital of the company for the financial year ended 31st March, 2014, aggregating an amount of Rs.154.51 lakhs.

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

During the year, your directors have constituted the corporate social responsibility committee (CSR Committee) comprising Shri T. Ramesh Chandra Bose as the Chairman and Mr. T.H. Sastry and Shri S. Srinivas as other Members.

HUMAN RESOURCE MANAGEMENT, BRANDING AND QUALITY

The Company has created a favorable work environment that encourages creativity, innovation and opportunity for growth. The Company is building up its image on timely scheduled deliveries and payments. The Company is a Member of Export Promotion Council and has been participating in the Annual fairs conducted.

The maintenance of good quality is one of the reasons for getting success in the global market. Various initiatives have been taken by your Company to take care of the quality standards at every stage.

DEPOSITS

The company has not accepted any fixed deposits from the public.

AUDITORS

M/s Rambabu & Co, Chartered Accountants, Independent Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for reappointment. In accordance with the Companies Act 2013, it is proposed to appoint them from the conclusion of this Annual General Meeting till the conclusion of Twentysixth Annual General Meeting, subject to the approval of shareholders

DIRECTORS

1. In accordance with the Companies Act, 2013, Shri N.S.R Chandra Sekhar Rao retires by rotation and being eligible, offers himself for reappointment.

2. Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and Articles of Association of the Company, Shri T. Ramesh Chandra Bose and Shri S. Srinivas were appointed as additional Directors designated as Independent Directors of the Company with effect from 1st November, 2013, and they shall hold the office upto the date of the ensuing Annual General Meeting. The Company has received requisite notices in writing from members proposing Shri T. Ramesh Chandra Bose and Shri S. Srinivas for appointment as Independent Directors.

3. Pursuant to the provisions of Sections 149(9) 161(1) of the Companies Act, 2013 Smt Jaishree Nallapati was appointed as additional Director of the Company with effect from 1st June, 2014 and she shall holds the office upto the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Smt. Jaishree Nallapati for appointment as Director.

4. In respect of Shri. Movva Venkata Subba Rao, Shri. Tadepalli Hanumath Sastry and Shri. Thati Venkataswamy Chowdary, the Company has received requisite notices in writing from members proposing them for appointment as Independent Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed;.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at March 31, 2014 and of the profit of the Company for the year ended on that date;

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

4. The Directors have prepared the annual accounts of the Company on a going concern basis.

RISK MANAGEMENT AND INSURANCE

Your Company continuously monitors business and operational risk through business process, re-engineering and reviewing areas such as production, finance, legal and other issues. An exhaustive exercise is underway to bring a model regulating risk management mechanism. Your Company''s assets are adequately insured against the risk from fire and earthquake.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement, a Report on Corporate Governance, forming part of this Report, together with the Auditors'' Certificate regarding the compliance of the conditions of Corporate Governance is given in a separate section in the Annual Report.

PERSONNEL

There are no employees whose particulars are required to be furnished pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 as amended.

DISCLOSURE OF PARTICULARS

In accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956, the required information relating to Conservation of Energy, Technology Absorption are provided in the Annexure to this Report.

PAYMENT OF LISTING FEE

At present the equity shares of the Company are listed on the Bombay Stock exchange at Mumbai. The company confirms that it has paid Annual Listing Fees due to the Bombay Stock Exchange for the year 2013-2014.

FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Foreign Exchange Earnings : Rs. 5944.48 Lakhs

b) Foreign Exchange Outgo : Rs. 1632.45 Lakhs

DEPOSITORY SYSTEM

As the Members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the Members are requested to avail the facility of Dematerialization of the Company''s shares on NSDL & CDSL. The ISIN allotted to the Company''s Equity shares is INE410G01010.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report as required under 49 of the listing agreement with stock exchange forms part of this report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the financial assistance and support extended by State Bank of Mysore. The Directors thank the shareholders for their continued confidence and trust placed by them with the Company. The Board also thanks all categories of employees of the Company for their dedicated and sincere services.

For and onbehalf of the Board

(N.HARI HARA PRASAD) (T.H.SASTRY) Managing Director Director

Place : Hyderabad Date : 30th May, 2014.


Mar 31, 2013

Dear Shareholders,

The Directors present the 22nd Annual Report and the Audited Accounts for the financial year ended 31st March, 2013, on a very sad note by informing the members that Sri N.V.Rattaiah, CMD of our company expired on 09.02.2013 suddenly in harness due to a massive heart attack while attending to official duties in the office leaving a huge void in the organization. Born in an illustrious family of Narasaraopet, Guntur District on 31.07.1941, he qualified as a Civil Engineer from Manipal. After completion of academics, he served in BHEL, BHPV etc. for brief period before coming out on his own to establish M/s N.V.Rattaiah & Co., and earn an impeccable name as a reputed Builder showcasing landmarks like Divyashakti Complex and Apartments. The ongoing Divya Sree Shakti Township project is another blossoming project promoted by him. Never content with resting on his laurels, he envisaged and built up M/s Divyashakti Granites Limited (EOU) brick by brick starting way back in 1991. Today it has grown into a very reputed company exporting processed granite, which name is synonymous to quality. Another note worthy contribution to the company is that he has made the company debt free. The void created by his sudden and untimely departure is well nigh impossible to be filled.

OPERATIONS

2012-2013

Your Company has exported polished granite slabs and polished monuments valued at Rs.4933 lakhs to U.S.A. during the year under consideration. As regards the Raw Materials, out of the total purchases of Raw Blocks valued at Rs.1403 lakhs made during the year, about 52% are imported from Brazil, Finland, Norway etc.

The year closed on a positive note with export orders on hand to the tune of Rs.280 lakhs as compared to Rs.300 lakhs of last year. Inspite of the problems faced by the Granite Industry and the all-round downward economic slide in the International Arena, your company has managed to improve the performance during the current year. The improvement is to the extent of about Rs.478 lakhs.

FINANCIAL RESULTS

Year ended Year ended 31.03.2013 31.03.2012 (Rs.in lakhs) (Rs.in lakhs)

Sales 5090.71 4612.43

Gross Operating Profit before 933.64 84274 depreciation and exchange variation

Profit after depreciation but 832.33 699.21 before exchange variation

Profit after depreciation, 1088.77 1127.85 exchange variation and before Exceptional Items_

Profit after Exceptional items 2133.97 1127.85

Profit after Tax 1557.92 732.06



Your Directors are pleased to recommend for your consideration a Dividend of 15% on the equity capital of the company for the financial year ended 31st March, 2013, aggregating to an amount of Rs.154.51 lakhs.

HUMAN RESOURCE MANAGEMENT, BRANDING AND QUALITY

The Company has created a favourable work environment that encourages creativity, innovation and opportunity for growth. The Company is building up its image on timely scheduled deliveries and payments. The Company is a Member of Export Promotion Council and has been participating in the Annual fairs conducted.

The maintenance of good quality is one of the reasons for getting success in the global market. Various initiatives have been taken by your Company to take care of the quality standards at every stage.

DEPOSITS

The company did not accept any deposits within the meaning of section 58A of the Companies Act, 1956 and Rules made thereunder.

AUDITORS

M/s Rambabu & Co, Chartered Accountants, 31,Pancom Chambers, Rajbhavan Road, Hyderabad, retire at the conclusion of this Annual General Meeting and being eligible, offer their services for reappointment.

DIRECTORS

1. Shri N.V.Rattaiah ceased to be a Director with effect from 09.02.2013 consequent on demise.

2. Shri N.S.R.C.Sekhar Rao and Shri N.Bhanu Prasad retire by rotation and being eligible, offer themselves for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors declare that:

1. The Annual Accounts are prepared as per the applicable accounting standards.

2. The accounting policies are applied to give a true and fair view of the State of Affairs of the Company for the year ended 31st March 2013 and Statement of Profit and Loss for the period from April 2012 to March 2013.

3. Proper care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. Internal Audit is being conducted by separate Internal Auditor.

4. The annual accounts have been prepared on a going concern basis.

RISK MANAGEMENT AND INSURANCE

Your Company continuously monitors business and operational risk through business process, re-engineering and reviewing areas such as production, finance, legal and other issues. An exhaustive exercise is underway to bring a model regulating risk management mechanism. Your Company''s assets are adequately insured against the risk from fire and earthquake

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement, a Report on Corporate Governance, forming part of this Report, together with the Auditors'' Certificate regarding the compliance of the conditions of Corporate Governance is given in a separate section in the Annual Report.

PERSONNEL

There are no employees whose particulars are required to be furnished pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 as amended.

DISCLOSURE OF PARTICULARS

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, the required information relating to Conservation of Energy, Technology Absorption are provided in the Annexure to this Report.

PAYMENT OF LISTING FEE

At present the equity shares of the Company are listed on the Mumbai Stock exchange at Mumbai. The company confirms that it has paid Annual Listing Fees due to the stock exchange, Mumbai for the year 2012-2013.

FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Foreign Exchange Earnings : Rs. 4933.19 Lakhs

b) Foreign Exchange Outgo : Rs. 1288.27 Lakhs

DEPOSITORY SYSTEM

As the Members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the Members are requested to avail the facility of Dematerialization of the Company''s shares on NSDL & CDSL. The ISIN allotted to the Company''s Equity shares is INE410G01010.

MANAGEMENT DISCUSSION &

ANALYSIS REPORT

The Management Discussion and Analysis Report as required under 49 of the listing agreement with stock exchange forms part of this report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the financial assistance and support extended by State Bank of Mysore. The Directors thank the shareholders for their continued confidence and trust placed by them with the Company. The Board also thanks all categories of employees of the Company for their dedicated and sincere services.



For and onbehalf of the Board

(N. HARI HARA PRASAD)

Managing Director

Place : Hyderabad,

Date: 27th May, 2013.


Mar 31, 2012

Dear Shareholders,

The Board of Directors of your Company have pleasure in presenting their 21st Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2012.

OPERATIONS

2011-2012

Your Company has exported polished granite slabs and polished monuments valued at Rs.4490 lakhs to U.S.A. during the year under consideration. As regards the Raw Materials, out of the total purchases of Raw Blocks valued at Rs1970 lakhs made during the year, about 58% are imported from Saudi Arabia, Finland, Brazil etc.

The year closed on a positive note with export orders on hand to the tune of Rs.300 lakhs as compared to Rs.280 lakhs of last year. Inspite of the problems faced by the Granite Industry, and the allround downward economic slide in the International Arena. Your company has managed to improve the performance during the current year. The improvement is to the extent of about Rs.1098 lakhs.

FINANCIAL RESULTS

Year ended Year ended 31.03.2012 31.03.2011 (Rs.in lakhs) (Rs.in lakhs)

Sales 4612.43 3514.88

Gross Operating Profit 842.74 979.50 before depreciation and exchange variation

Profit after depreciation but 699.21 810.57 before exchange variation

Profit after depreciation 1127.85 786.07 and exchange variation

Profit after Tax 732.06 661.13

DIVIDEND

Your Directors are pleased to recommend for your consideration a Dividend of 15% on the equity capital of the company for the financial year ended 31st March, 2012, aggregating an amount of Rs. 154.51 lakhs.

HUMAN RESOURCE MANAGEMENT, BRANDING AND QUALITY

The Company has created a favourable work environment that encourages creativity, innovation and opportunity for growth. The Company is building up its image on timely scheduled deliveries and payments. The Company is a Member of Export Promotion Council and has been participating in the Annual fairs conducted.

The maintenance of good quality is one of the reasons for getting success in the global market. Various initiatives have been taken by your Company to take care of the quality standards at every stage.

DEPOSITS

The company did not accept any deposits within the meaning of section 58A of the Companies Act, 1956 and Rules made thereunder.

AUDITORS

M/s Rambabu & Co, Chartered Accountants, 31,Pancom Chambers, Rajbhavan Road, Hyderabad, retire at the conclusion of this Annual General Meeting and being eligible, offer their services for re appointment.

DIRECTORS

1. Shri T.H.Sastry and Shri T.V.Chowdary retire by rotation and being eligible, offer themselves for reappointment.

2. The Board of Director regret to inform the members that Sri K.Gopi Raju one of the seniormost Directors of our company, expired on 18.11.2011 after a brief illness. Before becoming a Director in our company, Sri Gopi Raju retired from BHEL after a distinguished service as General Manager. Sri Gopi Raju had been a great source of strength to us in Divyashakti Granites Ltd by always lending a wise counsel.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors declare that:

1) The Annual Accounts are prepared as per the applicable accounting standards.

2) The accounting policies are applied to give a true and fair view of the State of Affairs of the Company for the year ended 31st March 2012 and Profit and Loss account for the period from April 2011 to March 2012.

3) Proper care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. Internal Audit is being conducted by separate Internal Auditor,

4) The annual accounts have been prepared on a going concern basis.

RISK MANAGEMENT AND INSURANCE

Your Company continuously monitors business and operational risk through business process, re-engineering and reviewing areas such as production, finance, legal and other issues. An exhaustive exercise is underway to bring a model regulating risk management mechanism. Your Company's assets are adequately insured against the risk from fire and earthquake.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement, a Report on Corporate Governance, forming part of this Report, together with the Auditors' Certificate regarding the compliance of the conditions of Corporate Governance is given in a separate section in the Annual Report.

PERSONNEL

There are no employees whose particulars are required to be furnished pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 as amended.

DISCLOSURE OF PARTICULARS

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, the required information relating to Conservation of Energy, Technology Absorption are provided in the Annexure to this Report.

PAYMENT OF LISTING FEE

At present the equity shares of the Company are listed on the Mumbai Stock exchange at Mumbai. The company confirms that it has paid Annual Listing Fees due to the stock exchange, Mumbai for the year 2012-2013.

FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Foreign Exchange Earnings : Rs. 4490.13 Lakhs

b) Foreign Exchange Outgo : Rs. 1674.95 Lakhs

DEPOSITORY SYSTEM

As the Members are aware, your Company's shares are tradable compulsorily in electronic form and your Company has established connectivity with Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the Members are requested to avail the facility of Dematerialization of the Company's shares on NSDL & CDSL. The ISIN allotted to the Company's Equity shares is INE410G01010

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the financial assistance and support extended by State Bank of Mysore. The Directors thank the shareholders for their continued confidence and trust placed by them with the Company. The Board also thanks all categories of employees of the Company for their dedicated and sincere services.

For and on behalf of the Board

Place : Hyderabad, N.V. RATTAIAH

Date : 30th May, 2012. CMD


Mar 31, 2011

Dear Shareholders,

The Board of Directors of your Company have pleasure in presenting their 20th Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2011.

OPERATIONS

2010-2011

Your Company has exported polished granite slabs and polished monuments valued at Rs.3432 lakhs to U.S.A. during the year under consideration. As regards the Raw Materials, out of the total purchases of Raw Blocks valued at Rs. 1722 lakhs made during the year, about 58% are imported from Saudi Arabia, Finland, Brazil etc.

The year closed on a positive note with export orders on hand to the tune of Rs.280 lakhs as compared to Rs.250 lakhs of last year. Inspite of the problems faced by the Granite Industry, and the allround downward economic slide in the International Arena, your company has managed to improve the performance during the current year. The improvement is to the extent of about Rs. 538 lakhs.

FINANCIAL RESULTS

Year ended Yearended 31.03.2011 31.03.2010 (Rs.in lakhs) (Rs.in lakhs)

Sales 3514.88 2977.37

Gross Operating Profit before depreciation and exchange variation 979.50 1041.28

Profit after depreciation but before exchange variation 810.57 876.90

Profit after depreciation and exchange variation 786.07 546.45

Profit after Tax 661.13 485.99

DIVIDEND

Your Directors are pleased to recommend for your consideration a Dividend of 15% on the equity capital of the company for the financial yearended 31st March, 2011, aggregating an amount of Rs.153.48 lakhs.

HUMAN RESOURCE MANAGEMENT, BRANDING AND QUALITY

The Company has created a favourable work environment that encourages creativity, innovation and opportunity for growth. The Company is building up its image on timely scheduled deliveries and payments. The Company is a Member of Export Promotion Council and has been participating in the Annual fairs conducted.

The maintenance of good quality is one of the reasons for getting success in the global market. Various initiatives have been taken by your Company to take care of the quality standards at every stage.

DEPOSITS

The company did not accept any deposits within the meaning of section 58A of the Companies Act, 1956 and Rules made thereunder.

AUDITORS

M/s Rambabu & Co, Chartered Accountants, 31, Pancom Chambers, Rajbhavan Road, Hyderabad, retire at the conclusion of this Annual General Meeting and being eligible, offer their services for reappointment.

DIRECTORS

Shri M. Ramakrishnayya IAS (Retd) retires by rotation and is not willing to offer himself for re- appointment due to advanced age and the attendant problems.

Shri M.V. Subba Rao and Shri K. Gopi Raju retire by rotation and being eligible, offer themselves for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors declare that:

1) The Annual Accounts are prepared as per the applicable accounting standards.

2) The accounting policies are applied to give a true and fair view of the State of Affairs of the

Company for the year ended 31st March 2011 and Profit and Loss account for the period from April 2010 to March 2011.

3) Proper care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. Internal Audit is being conducted by separate Internal Auditor.

4) The annual accounts have been prepared on a going concern basis.

RISK MANAGEMENT AND INSURANCE

Your Company continuously monitors business and operational risk through business process, re-engineering and reviewing areas such as production, finance, legal and other issues. An exhaustive exercise is underway to bring a model regulating risk management mechanism. Your Company's assets are adequately insured against the risk from fire and earthquake.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement, a Report on Corporate Governance, forming part of this Report, together with the Auditors' Certificate regarding the compliance of the conditions of Corporate Governance is given in a separate section in the Annual Report.

PERSONNEL

There are no employees whose particulars are required to be furnished pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 as amended.

DISCLOSURE OF PARTICULARS:

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, the required information relating to Conservation of Energy, Technology Absorption are provided in the Annexure to this Report.

PAYMENT OF LISTING FEE

At present the equity shares of the Company are listed on the Mumbai stock exchange at Mumbai. The company confirms that it has paid Annual Listing Fees due to the stock exchange, Mumbai for the year 2011-2012.

FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Foreign

Exchange Earnings : Rs.3431.61 Lakhs

b) Foreign

Exchange Outgo : Rs. 1278.02 Lakhs

DEPOSITORY SYSTEM

As the Members are aware, your Company's shares are tradable compulsorily in electronic form and your Company has established connectivity with Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the Members are requested to avail the facility of Dematerialization of the Company's shares on NSDL & CDSL. The ISIN allotted to the Company's Equity shares is INE410G01010

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the financial assistance and support extended by State Bank of Mysore. The Directors thank the shareholders for their continued confidence and trust placed by them with the Company. The Board also thanks all categories of employees of the Company for their dedicated and sincere services.

For and on behalf of the Board

N.V. RATTAIAH Managing Director

Place : Hyderabad Date : 30.05.2011.


Mar 31, 2010

The Board of Directors of your Company have pleasure in presenting their 19th Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

OPERATIONS

2009-2010

Your Company has exported polished granite slabs and polished monuments valued at Rs.2975.25 lakhs to U.S.A. during the year under consideration. As regards the Raw Materials, out of the total purchases of Raw Blocks valued at Rs. 932 lakhs made during the year, about 28% are imported from Saudi Arabia, Finland, Brazil etc.

The year closed on a positive note with export orders on hand to the tune of Rs.250 lakhs as compared to Rs.240 lakhs of last year. Inspite of the problems faced by the Granite Industry, and the allround downward economic slide in the International Arena, Your company has managed to improve the performance during the current year. The improvement is to the extent of about Rs. 343 lakhs.

FINANCIAL RESULTS

Year ended Yearended

31.03.2010 31.03.2009

(Rs.in lakhs) (Rs.in lakhs)

Sales 2977.37 2634.03

Gross Operating Profit before

depreciation and exchange variation 1041.28 854.88

Profit after depreciation but

before exchange variation 876.90 677.32

Profit after depreciation and

exchange variation 546.45 1302.55

Profit after Tax 485.99 1164.75

The loss due to Exchange Variation in the year 2009-10 is Rs. 330.45 lakhs whereas there was a heavy gain to the extent of Rs. 625.23 lakhs on this account in the previous year thus making a heavy difference in net profit although the gross profit of both the years is comparable.

DIVIDEND

Your Directors are pleased to recommend for your consideration a Dividend of 15% on the equity capital of the company for the financial year ended 31st March, 2010, aggregating an amount of Rs. 153.42 lakhs.

HUMAN RESOURCE MANAGEMENT,

BRANDING AND QUALITY

The Company has created a favourable work environment that encourages creativity, innovation and opportunity for growth. The Company is building up its image on timely scheduled deliveries and payments. The Company is a Member of Export Promotion Council and has been participating in the Annual fairs conducted.

The maintenance of good quality is one of the reasons for getting success in the global market. Various initiatives have been taken by your Company to take care of the quality standards at every stage.

DEPOSITS

The company did not accept any deposits within the meaning of section 58A of the Companies Act, 1956 and Rules made thereunder.

AUDITORS

M/s Rambabu & Co, Chartered Accountants, 31, Pancom Chambers, Rajbhavan Road, Hyderabad, retire at the conclusion of this Annual General Meeting and being eligible, offer their services for reappointment.

DIRECTORS

Shri T.H. Sastry, Shri N.S.R.C. Sekhara Rao and Shri N. Bhanu Prasad retire by rotation and being eligible, offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors declare that :

1) The Annual Accounts are prepared as per the applicable accounting standards.

2) The accounting policies are applied to give a true and fair view of the State of Affairs of the Company for the year ended 31 st March 2010 and Profit and Loss account for the period from April 2009 to March 2010.

3) Proper care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. Internal Audit is being conducted by separate Internal Auditor.

4) The annual accounts have been prepared on a going concern basis.

RISK MANAGEMENT AND INSURANCE

Your Company continuously monitors business and operational risk through business process, re-engineering and reviewing areas such as production, finance, legal and other issues. An exhaustive exercise is underway to bring a model regulating risk management mechanism. Your Companys assets are adequately insured against the risk from fire and earthquake.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement, a Report on Corporate Governance, forming part of this Report, together with the Auditors Certificate regarding the compliance of the conditions of Corporate Governance is given in a separate section in the Annual Report.

PERSONNEL

There are no employees whose particulars are required to be furnished pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 as amended.

DISCLOSURE OF PARTICULARS:

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, the required information relating to Conservation of Energy, Technology Absorption are provided in the Annexure to this Report.

PAYMENT OF LISTING FEE

At present the equity shares of the Company are listed on the Mumbai stock exchange at Mumbai. The company confirms that it has paid Annual Listing Fees due to the stock exchange, Mumbai for the year 2010-2011.

FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Foreign

Exchange Earnings : Rs.2975.25 Lakhs

b) Foreign

Exchange Outgo : Rs. 526.85 Lakhs

DEPOSITORY SYSTEM

As the Members are aware, your Companys shares are tradeable compulsorily in electronic form and your Company has established connectivity with Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the Members are requested to avail the facility of Dematerialization of the Companys shares on NSDL & CDSL. The ISIN allotted to the Companys Equity shares is INE410G01010

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the financial assistance and support extended by State Bank of Mysore. The Directors thank the shareholders for their continued confidence and trust placed by them with the Company. The Board also thanks all categories of employees of the Company for their dedicated and sincere services.

For and on behalf of the Board

M. RAMAKRISHNAYYA, IAS (Retd)

CHAIRMAN

Place: Hyderabad

Date : 26.05.2010.

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