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Directors Report of Elegant Marbles & Grani Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting their Thirtieth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

The Company''s financial performance for the year under review along with previous year figures are given hereunder:

Financial Results For the Year For the Year Ended Ended 31-03-2015 31-03-2014 ( Rs. in Lacs) ( Rs. in Lacs)

I. INCOME

Revenue from operations 2660.13 2530.27

Other income 556.18 417.56

TOTAL 3216.31 2947.84

II. EXPENDITURE

Cost of raw material consumed 822.95 685.33

Purchases of traded goods 1326.95 1390.78

Changes in inventories of finished goods,

work-in-progress and Stock- in-Trade (45.72) (107.63)

Employees benefit expenses 66.22 62.19

Depreciation and amortization expense 21.01 13.75

Other expenses 407.53 362.68

TOTAL 2598.65 2407.10

Profit for the year before taxes 617.66 540.74

Tax expense:

(1) Current Tax (105.00) (98.00)

(2) Deferred tax (Net) 19.79 48.84

(3) Previous years income tax — (0.69)

Profit for the year after taxes 532.45 490.89

Add : Profit brought forward 2667.81 2342.22

Less : Adjustment of fixed asset value

as per schedule II of Co,s Act, 2013 (11.70) —

Profit available for appropriation 3188.56 2833.11

Appropriations :

Proposed Dividend 90.00 90.00

Corporate Dividend tax 17.99 15.30

Transferred to General Reserve 60.00 60.00

TOTAL 167.99 165.30

Surplus carried to balance sheet 3020.57 2667.81

2. DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs. 2/-per equity share of Rs. 10 each for the current financial year. The dividend, if approved and declared in the forthcoming Annual General meeting would result a Dividend outflow of Rs. 90,00,000/-and Dividend Distribution Tax of Rs. 17,99,471/- aggregating a total outflow of Rs. 1,07,99,471/- as against Rs. 90,00,000/- and Dividend Distribution Tax of Rs. 15,29,550/- aggregating to a total outflow of Rs. 1,05,29,550/- in the previous year. The Board of Directors are pleased to inform you that the Company has been consistent in payout of dividend to shareholders since last 12 years, in alignment with the Company''s policy of being shareholder friendly. The glimpse of dividend paid in the last 12 years is as follows:

DIVIDEND HISTORY FOR THE LAST 12 YEARS

Sr. No. Year of Declaration Date of Declaration Dividend (%) of Dividend of Dividend

1 2002-03 26th September, 2003 20

2 2003-04 15th September, 2004 20

3 2004-05 27th September, 2005 20

4 2005-06 28th September, 2006 25

5 2006-07 28th September, 2007 20

6 2007-08 26th September, 2008 20

7 2008-09 29th September, 2009 20

8 2009-10 21st September, 2010 20

9 2010-11 28th September, 2011 20

10 2011-12 24th July, 2012 20

11 2012-13 8th August, 2013 20

12 2013-14 29th September,2014 20

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred sum of Rs. 1,27,150/- pertaining to the final dividend amount for the year ended 31st March, 2007, during the financial year 2014-15 to the Investor Education and Protection Fund established by the Central Government, in compliance with Section 205C of the Companies Act, 1956.

The said amount represents unclaimed dividends which were lying with the Company for a period of seven years from their respective due dates of payment.

4. COMPANY''S BUSINESS PERFORMANCE

Sales Income

Sales Income for the year ended 31st March, 2015 amounted to Rs. 2660.13 lacs as against Rs. 2530.27 lacs for the previous year, registering a growth of 5.13%. The Management is optimistic of growth at a faster rate in the years to come, looking to the buoyancy in the market sentiments and increased activity in construction.

Exports

The Company has achieved export turnover of Rs. 49.56 Lacs during the year and is exploring possibilities of exports to others countries in the near future.

Profits

The Company has earned Profit after tax of Rs. 532.45 lacs for the year ended 31st March, 2015 as against Rs. 490.89 lacs for the previous year. Your shares in the Company now commands a healthy book value of Rs. 128 and the EPS stands at 11.83 per share for the year 2014-2015.

5. BUSINESS OVERVIEW

Your Company continues to be one of the most sought after manufacturers & providers of choicest and exclusive range of Indian and Imported Marbles and Granites. The Company is reaping rich dividends on its carefully cultivated long-term relationships with several niche clients in India & abroad. The Company has strived to innovate in technology and marketing and has evolved accepting the changing customer demands and aspirations.

The Company is also exploring the possibility of marketing its products through e-commerce on its website thereby keeping itself abreast with the latest trends in marketing.

Aggressive marketing and rational utilization of resources by the management of the Company has been an important factor in achieving such excellent results for the year under review. Further, there is no change in the nature of business of the Company. The Company has visualized on many uncharted territories in terms of creating a better future for itself in terms of new products and a wider range of colors, and the Company is well positioned to capture benefits of the upturn.

Customer Relationships

Your Company believes that strengthening the relationships with its existing clients is as important as adding new names to its clientele. The Company has been exploring new opportunities with its existing clients and has also widened its client base both geographically and numerically during the year under review and hopes to further expand it with the introduction of e-commerce facility on its website in the coming years.

Personnel & Performance

Your Company has been able to develop an environment, which is conducive to high growth and performance, a work culture that encourages meritocracy and rewards high performers in an adequate and fair manner.

6. CURRENTYEAR

The construction and the interior decoration industry, on which the growth of your Company depends, is now showing green shoots in the current year after a long period of economic turndown. Your Directors are optimistic that on the basis of inquiries generated and seriousness demonstrated by the Government for the development of housing and infrastructure industry, demand for granites and marbles would show an incremental growth.

The Management is fully geared up to take the maximum advantage of any upsurge in demand and shall loose no opportunity in capturing a major share of the incremental market demand. The Sales team is on high alert for scouting all new and existing opportunities as regards to big projects and retail demand as well.

7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure A and is attached to this report.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organization''s objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy. Your Company follows well-established and detailed risk assessment and minimisation procedures, which are periodically reviewed by the Board.

The Company has laid down a well-defined risk management mechanism covering risk mapping, risk exposure and risk mitigation process. The Company''s Risk Management Policy has been developed to include various categories such as Human Resources, Financial, Business Processes and Systems, Strategy, Corporate Governance and Compliance and Information Security.

A detailed exercise has been carried out to identify, evaluate, manage and monitor the risks which shall help the Company to take pro-active decisions and avoid all financial implications. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting.

Further, the Board ensures risk reporting and updates, risk policy compliances and provide overall guidance and support to business risk owners.

10. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company is committed to the highest standards of Corporate Social Responsibility. It is our conviction that continuous business growth and sustainable communities go hand-in-hand while creating value for our stakeholders.

The Company has developed and implemented the Corporate Social Responsibility initiatives during the year under review in alignment with the current National Theme of the Prime Minister Shri Narendra Modi of "BETI PADHAO BETI BACHAO" by contributing amounts for the education of underprivileged girls in Kishangarh, Rajasthan.

The CSR Policy of the Company and the details about the development of CSR Policy and initiatives taken by the Company on Corporate Social Responsibility during the year as per annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure B to this Report.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of the Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013 by the Company, to other Body Corporates or persons are given in notes to the financial statements.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business. Since the provisions of Section 188 of the Companies Act, 2013 are not attracted, the disclosure in Form AOC- 2 is not required. Further, there are no material related party transactions as defined in the Listing Agreement during the year under review with the Promoters, Directors or Key Managerial Personnel.

All Related Party Transactions are placed before the Audit Committee for its perusal and recommendation to the Board.

The Policy on Related Party Transactions, as approved by the Board of Directors has been uploaded on the website of the Company. The Link of same is http://elegantmarbles.com/old/shareinfo/2104/Policies/Related-Party- Transactions-Policy.pdf

13. SECRETARIAL AUDIT

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has got the Secretarial Audit conducted from the Practicing Company Secretary.

A Secretarial Audit Report issued by Shri Virendra G. Bhatt, Practicing Company Secretaries, in Form MR - 3, in respect of the secretarial audit of the Company for the financial year ended 31st March 2015, is provided in Annexure C.

14. PARTICULARS OF EMPLOYEES

The information required in accordance with Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Boards'' Report for the year ended 31st March, 2015 can be accessed in the manner as provided in terms of Section 136 of the Companies Act, 2013. If any Member is interested in obtaining these particulars, may write to the Company Secretary at the Registered Office of the Company in this regard. The said disclosure is also available for inspection by members at the Registered Office of the Company, 21 days before the 30th Annual General Meeting and up to the date of the ensuing General Meeting during the business hours on working days.

Further, the Company has no person in its employment drawing salary of Rs. 60 lacs per annum or Rs. 5 lacs per month as defined under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) and 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

15. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made either by the Auditors or by the Practicing Company Secretary in their respective reports.

16. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Board has framed a Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178 (3) of the Companies Act, 2013 based on the recommendation of Nomination and Remuneration Committee. The details of this Policy is explained in the Corporate Governance Report.

17. EVALUATION OF THE BOARD''S PERFORMANCE

In compliance with the requirements of Section 134(3) (p) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance of the Board was carried out during the year under review. The Board was evaluated for its performance based on the following factors:

i. Attendance of Board Meetings and Committees;

ii. Contribution made to the Board discussions and future planning;

iii. Level of commitment to the stakeholders'' interest;

iv. Initiatives towards the growth of the business and profitability;

v. Providing outlook, view points and feedback taking the Company ahead beyond expectations.

The evaluation involves Self-Evaluation by the Board Member and thereafter in the following manner:

a) Individual Directors - The performance of the individual Directors'' is evaluated by the Nomination and Remuneration Committee

b) Board and Committees - The Board evaluated its own performance and also of the Committees taking into consideration the above mentioned factors. A member of the Board does not participate in the discussion of his / her evaluation.

18. EXTRACT OF ANNUAL RETURN

The extract of Annual Return (MGT - 9) pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure D and is attached to this Report.

19. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had four (4) Board Meetings during the financial year under review. The Board Meetings were held in compliance with the Companies Act, 2013.The details of the same are provided in the Corporate Governance Report.

20. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its Responsibility Statement:—

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) that proper internal financial controls were in place and that the internal financial controls were 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 were operating effectively.

21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

22. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

23. DEPOSITORY SYSTEM

The Company has entered into agreement with the National Securities Depository Limited as well as the Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in a dematerialized form. The Company also offers simultaneous dematerialization of the physical shares lodged for transfer.

24. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013

The Company has received the disclosure in Form DIR - 8 from its Directors being appointed or re-appointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL INFORMATION

i) Appointment of Chief Financial Officer

Your Board of Directors during the year under review appointed Shri Hitesh Kothari, as the Chief Financial Officer, Key Managerial Personnel of the Company with effect from 12th August, 2014.

ii) Appointment of Woman Director

As per the requirement of Section 149 of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement, Ms. Yogita Agrawal was appointed as the Woman Director with effect from 24th September, 2014.

iii) Resignation of Company Secretary

Smt.Chitra Kapadia, Company Secretary, being the Key Managerial Personnel of the Company resigned with effect from 11th November, 2014 due to personal reasons.

iv) Resignation of an Independent Director

Shri Radhey Shyam Agarwal, Independent Director of the Company stepped down from the Board with effect from 17th March, 2015 due to personal reasons. The Board records its appreciation of the valuable contribution rendered by Shri Radhey Shyam Agarwal during his tenure as an Independent Director of the Company.

v) Appointment of an Independent Director

Your Board of Directors has appointed Shri Om Parkash Singal (DIN: 02585264), as an Additional, Independent Director of the Company with effect from 9th May, 2015, on the recommendation of the Nomination and Remuneration Committee to hold the office of a Director up to the date of ensuing Annual General Meeting.

vi) Appointment of Key Managerial Personnel

Your Board of Directors has appointed Ms. Reshma Ramchandani as the Company Secretary, Key Managerial Personnel and Compliance Officer of the Company with effect from 9th May, 2015.

vii) Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013, Ms. Yogita Agrawal retires by rotation and is eligible for re-appointment. Accordingly her re- appointment has been included in the Notice convening the Annual General Meeting of the Company.

26. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules an as per the Listing Agreement.

27. STATUTORY AUDITORS

M/s. Ravi & Dev, Chartered Accountants having the Firm Registration No. 108752W were appointed as Statutory Auditors for a period of three years from the conclusion of 29th Annual General Meeting held on 24th September, 2014 until the conclusion of 32nd Annual General Meeting of the Company.

However, their continuance of office is subject to ratification by the members in the ensuing Annual General Meeting. The Company has received a certificate from the Auditors as required under Section 141 of the Companies Act, 2013.

28. COST AUDITORS

The Company is not required to maintain cost records as per the Companies (Cost Records and Audit) Amendments Rules, 2014 as the turnover of the Company for the Financial Year 2013-14 was below Rs. 35 Crores.

29. AUDITORS REPORT

The notes to accounts referred to in the Auditor''s Report are self-explanatory and, therefore, do not call for any further comments.

30. LISTING

The Company''s Equity Capital is listed on the Stock Exchanges of Jaipur and Mumbai. The Company confirms that it has paid annual listing fees due to these stock exchanges for the year 2014-2015 and has been diligent in observing all the compliances as stipulated in the Listing Agreement.

31. INSURANCE

The Company''s plant & machinery, buildings, stocks & assets are adequately insured.

32. INTERNAL CONTROL SYSTEM

Your Company continuously invests in strengthening its internal control processes and has appointed M/s Deepak Mehta & Associates, Chartered Accountants, as the Internal Auditors of the Company. The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. Procedures to ensure conformance with the policies, standards and delegations of authority have been put in place covering all activities. Audit Committee periodically reviews the performance of internal audit system.

The Company has a rigorous business planning system to set targets and parameters for operations which are reviewed with actual performance to ensure timely initiation of corrective action, if required. The Audit Committee reviews adherence to internal control systems and internal audit reports. Further, the Board annually reviews the effectiveness of the Company''s internal control system.

33. CORPORATE GOVERNANCE

Your Company strives to ensure that best corporate governance practices are identified, adopted and consistently followed. Your Company believes that good governance is the basis for sustainable growth of the business and for enhancement of stakeholder value. The Company has been proactive in following the principles and practices of good corporate governance.

The Company has ensured that the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange are duly complied with. A separate statement on Corporate Governance and Management Discussion & Analysis is given in this Report.

A Certificate of M/s. Ravi and Dev, Chartered Accountants, from the Statutory Auditors of the Company regarding compliance of Clause 49 of the Listing Agreement is attached to this Report.

34. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Company has constituted an Audit Committee as required under Section 177 of the Companies Act, 2013 and has also established Vigil Mechanism for their employees and Directors to report their genuine concerns or grievances.

The details of the same are explained in the Corporate Governance Report. The Board has accepted all the recommendations of the Audit Committee during the year under review as and when brought to their notice.

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Company''s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

A policy on Prevention of Sexual Harassment at Workplace was released during the last financial year. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour.

Internal Complaints Committee (ICC) was set up in accordance with the provisions of the Act. The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

During the year ended 31st March, 2015 the ICC did not receive any complaints pertaining to sexual harassment.

36. SHARES

a) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

b) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

c) Bonus Shares

No Bonus Shares were issued during the year under review.

d) Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

37. ACKNOWLEDGEMENTS

Your Company will soon complete glorious 30 eventful years of the existence in this country. Very few brands continue to remain relevant and become iconic over such a long passage of time. Your Directors are proud of this rich heritage and thank all our stakeholders who have contributed to the success of your country.

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Company''s achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board of ELEGANT MARBLES AND GRANI INDUSTRIES LIMITED

Rajesh Agrawal Chairman and Managing Director (DIN : 00017931)

Date : 9th May, 2015 Place: Mumbai


Mar 31, 2014

Dear members,

The Directors have pleasure in presenting their Twenty-Ninth Annual Report on the business and operations of the Company together with the Audited Balance Sheet as at 31st March 2014 and Profit and Loss Account for the year ended on that date.

1. FINANCIAL RESULTS

The Financial Results of the Company for the year under review are summarised below :

For the Year For the Year Ended Ended Financial Results 31-3-2014 31-3-2013 (Rs. in Lacs) (Rs. in Lacs)

I. INCOME

Revenue from operations 2530.27 2156.84

Other income 424.37 362.89

TOTAL 2954.64 2519.73

II. EXPENDITURE

Cost of raw material consumed 685.33 434.08

Purchases of traded goods 1390.78 1227.85

Changes in inventories of finished goods, (107.63)

work-in-progress and Stock- in-Trade 62.19 53.01

Employees benefit expenses 13.74 60.55

Depreciation and amortization expense 369.49 15.84

Other expenses --- 293.77

TOTAL 2413.90 2085.10

Profit for the year before taxes 540.74 434.63

Tax expense:

(1) Current Tax (98.00) (72.00)

(2) Deferred tax (Net) 48.84 (11.40)

(3) Previous years income tax (0.70) ---

Profit for the year after taxes 490.88 351.23

Add : Profit brought forward 2342.22 2155.59

Profit available for appropriation 2833.10 2506.82

Appropriations :

Proposed Dividend 90.00 90.00

Corporate Dividend tax 15.30 14.60

Transferred to General Reserve 60.00 60.00

TOTAL 165.30 164.60

Surplus carried to balance sheet 2667.80 2342.22

2. BUSINESS PERFORMANCE Sales Income

Sales income for the year ended 31st March 2014 amounted to Rs. 2530.27 lacs as against Rs. 2156.84 lacs for the corresponding previous year, registering a healthy growth of 17.31% . The Management is optimistic of growing at a faster rate in the years to come looking to the buoyancy in the market sentiments and increased activity in construction.

Exports: The Company has achieved export turnover of Rs. 101.52 Lacs during the year and is exploring possibilities of exports to others countries in the near future.

Profits

The Company has earned Profit after tax of Rs. 490.89 lacs for the year ended 31st March 2014 as against Rs. 351.23 lacs for the previous year. Your share in the Company now commands a healthy book value of Rs. 119.42 and the EPS stands at Rs. 10.91 per share for the year 2013-2014.

Dividend

The Board of Directors is pleased to recommend the payment of dividend of 20%. for the year ended 31st March 2014 on the paid up equity capital. The said dividend, if approved by the shareholders at the Annual General Meeting, would absorb Rs. 105.30 lacs (including Corporate Dividend Tax) out of the profit for the year.

3. BUSINESS OVERVIEW

Your Company is one of the leading manufacturers & providers of choicest and exclusive range of Indian & Imported marbles & granites. The Company is now encashing on the long-term relationships with several niche clients in India & abroad that it has cultivated over these years. Alongside the company has strived to innovate in technology and marketing and has evolved accepting the changing customer demands and aspirations. Aggressive marketing and rational utilization of resources by the management of the Company has been an important factor in achieving such excellent results for the year under review. The Company has visualized on many uncharted territories in terms of creating a better future for itself in terms of new products and a wider range of colours, so that the Company is well positioned to capture benefits of the upturn.

Customer Relationships

Your Company believes that strengthening the relationships with its existing clients is as important as adding new names to its clientele. The Company has been exploring new opportunities with its existing clients and has also widened its client base both geographically and numerically during the year under review.

Personnel & Performance

Your Company has been able to develop an environment, which is conducive to high growth and performance, a work culture that encourages meritocracy and rewards high performers in an adequate and fair manner.

4 CURRENT YEAR

The construction and the interior decoration industry, on which the growth of your Company depends, is now showing green shoots in the current year after a long period of economic turndown. Your Directors are optimistic that on the basis of inquiries generated and seriousness demonstrated by the Government to the housing and infrastructure industry, demand for granites and marbles would show an incremental growth. The Management is fully geared up to take the maximum advantage of any upsurge in demand and shall loose no opportunity in capturing a major share of the incremental market demand. The Sales team is on high alert for scouting all new and existing opportunities as regards to big projects and retail demand as well.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The prescribed particulars under Section 217 (1) (e) of the Companies Act, 1956 relating to conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are furnished in Annexure to this section.

6. PARTICULARS OF EMPLOYEES

Pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 as amended, the Company has no person in its employment drawing salary in excess of Rs. 60 lacs per annum or Rs. 5 lacs per month.

7. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

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

b. The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudentso 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.

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 annual accounts have been prepared on a going concern basis.

8. FIXED DEPOSITS

The Company has not accepted any Deposits from the public during the year under review.

9. DEPOSITORY SYSTEM

The Company has entered into agreement with the National Securities Depository Limited as well as the Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in a dematerialized form. The Company also offers simultaneous dematerialization of the physical shares lodged for transfer.

10. DIRECTORS RETIREMENT BY ROTATION:

In accordance with the provisions of the Companies Act, 1956 and Company''s Articles of Association Shri Rakesh Agrawal, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

11. DISCLOSURE UNDER SECTION 274 (1) (g)

None of the Directors of the Company have been disqualified under Section 274(1)(g) of the Companies Act, 1956.

12. AUDITORS

M/s. Ravi & Dev, Chartered Accountants (Registration No. 108752W), hold office from the conclusion of this Annual General Meeting until the conclusion of the 4th consecutive Annual General Meeting. However, they are eligible for re-appointment and have indicated their willingness to renew their term for next three years. It is proposed to re-appoint them as auditors until the conclusion of the 4th consecutive Annual General Meeting.

13. AUDITORS REPORT

The notes to accounts referred to in the Auditor''s Report are self-explanatory and, therefore, do not call for any further comments.

14. LISTING

The Company''s Equity Capital is listed on the Stock Exchanges of Jaipur and Mumbai. The Company confirms that it has paid annual listing fees due to these stock exchanges for the year 2013-2014.

15. COMPLIANCE CERTIFICATE UNDER SECTION 383A FROM PRACTISING COMPANY SECRETARY

The Company has obtained a compliance certificate under section 383A from Practicing Company Secretary Shri. Virendra G. Bhatt which is enclosed herewith the Directors Report.

16. INSURANCE

The Company''s plant & machinery, buildings, stocks & assets are adequately insured.

17. INTERNAL CONTROL SYSTEM

The Company has a reasonable internal control system, which ensures that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly. The internal control systems are further supplemented by internal audit carried out by an independent firm of Chartered Accountants and periodical review by management. The Audit Committee of the Board of Directors addresses issues raised by both, the Internal Auditors and the Statutory Auditors.

18. CORPORATE GOVERNANCE

The Company has been proactive in following the principles and practices of good corporate governance. The Company has ensured that the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange are duly complied with. A separate Statement on Corporate Governance and management discussion & Analysis is given in this Report.

A certificate from the Auditors of the Company regarding compliance of Clause 49 of the Listing Agreement is attached to this Report.

19 ACKNOWLEDGEMENT

Your Directors are sure that the shareholders would like to join them in conveying their deep appreciation and gratitude to all our Bankers, shareholders, our clients, Interior Decorators and Architects, Suppliers for their valued support resulting in the creditable performance of the Company. The Directors also wish to record their appreciation of the services rendered by the staff members of the Company for their dedicated service.

By Order of the Board of Directors For Elegant Marbles & Grani Industries Limited

Rajesh Agrawal (Chairman & Managing Director)

DATE :12th August, 2014 PLACE : Mumbai


Mar 31, 2013

The Members,

The Directors have pleasure in presenting their Twenty-Eighth Annual Report on the business and operations of the Company together with the Audited Balance Sheet as at 31st March, 2013 and Profit and Loss Account for the year ended on that date.

1. FINANCIAL RESULTS

The Financial Results of the Company for the year under review are summarised below :

For the Year For the Year Ended Ended

Financial Results 31-3-2013 31-3-2012 (Rs. in Lacs) (Rs. in Lacs)

I. INCOME

Revenue from operations 2156.84 1790.85

Other income 362.89 292.95

TOTAL 2519.73 2083.80

II. EXPENDITURE

Cost of raw material consumed 434.08 401.29

Purchases of traded goods 1227.85 1047.06 Changes in inventories of finished goods,

work-in-progress and Stock- in-Trade 53.01 (124.22)

Employees benefit expenses 60.55 57.20

Depreciation and amortization expense 15.84 15.52

Other expenses 293.77 282.32

TOTAL 2085.10 1679.17

Profit for the year before taxes 434.63 404.63

Tax expense:

(1) Current Tax (72.00) (80.00)

2 Deferred tax (Net) 11.40 49.18

3 Previous years income tax (0.32)

Profit for the year after taxes 351.23 37349

Add : Profit brought forward 2155.59 1946.70

Profit available for appropriation 2506.82 2320.19

Appropriations :

Proposed Dividend 90.00 90.00

Corporate Dividend tax 14.60 14.60

Transferred to General Reserve 60.00 60.00

TOTAL 164.60 164.60

Surplus carried to balance sheet 2342.22 2155.59

2. BUSINESS PERFORMANCE

Sales Income

Sales income for the year ended 31st March 2013 amounted to Rs. 2156.84 lacs as against Rs. 1790.85 lacs for the corresponding previous year, registering a

Growth of 20.44%.

Exports : The Company has achieved export turnover of Rs. 19.43 Lacs during the future.

Profits

The Company has earned Profit after tax of Rs. 351.23 lacs for the year ended 31st March 2013 as against Rs. 373.49 lacs for the previous year. Your share in the Company now commands a healthy book value of Rs. 110.85 and the EPS stands at Rs. 7.81 per share for the year 2012-2013.

Dividend

The Board of Directors is pleased to recommend the payment of dividend of 20%. for the year ended 31st March, 2013 on the paid up equity capital. The said dividend, if approved by the shareholders at the Annual General Meeting, would absorb Rs.104.60 lacs (including Corporate Dividend Tax) out of the profit for the year

3. BUSINESS OVERVIEW

Your Company is one of the leading manufacturers & providers of choicest and exclusive range of Indian & Imported marbles & granites. The Company has developed long-term relationships with several niche clients in India & abroad. Over the years, your Company has evolved in response to changing customer demands and aspirations. Aggressive marketing and rational utilization of resources by the management of the Company has helped to record such excellent results for the year under review. The Company has deployed considerable attention and resources on creating the better future for itself, so that when the cyclical trends on the commodity become more favourable, as has been the experience in the past, the Company is well positioned to capture benefits of the upturn.

Customer Relationships

Your Company believes that strengthening the relationships with its existing clients is as important as adding new names to its clientele. The Company has been exploring new opportunities with its existing clients and has also added many new clients during the year under review.

Personnel & Performance

Your Company has been able to develop an environment, which is conducive to high growth and performance, a work culture that encourages meritocracy and rewards high performers in an adequate and fair manner.

4. CURRENT YEAR

The construction industry, on which the growth of your Company depends, is showing signs of revival in the current year after a long period of economic turndown. Your Directors hope that on the basis of priority conferred by the Government to the housing and infrastructure industry, demand for granites and marbles would considerably improve. The Management is fully geared up to take the maximum advantage of any upsurge in demand and shall lose no opportunity in capturing a major share of the incremental market demand. The Sales team is on high alert for scouting all new and existing opportunities as regards to big projects and retail demand as well.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN XCHANGE EARNINGS AND OUTGO

The prescribed particulars under Section 217(1)(e) of the Companies Act, 1956 relating to conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are furnished in Annexure to this section.

6. PARTICULARS OF EMPLOYEES

Pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 as amended, the Company has no person in its employment drawing salary in excess of Rs. 24 lacs per annum or Rs. 2 lacs per month.

7. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

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

b. The Directors had 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;

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 annual accounts have been prepared on a going concern basis.

8. FIXED DEPOSITS

The Company has not accepted any Deposits from the public during the year under review.

9. DEPOSITORY SYSTEM

The Company has entered into agreement with the National Securities Depository Limited as well as the Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in a dematerialized form. The Company also offers simultaneous dematerialization of the physical shares lodged for transfer.

10. DIRECTORS

RETIREMENT BY ROTATION :

In accordance with the provisions of the Companies Act, 1956 and Company''s Articles of Association Shri Radhey Shyam Agarwal & Shri Raj Kumar Mittal, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re- appointment.

11. DISCLOSURE UNDER SECTION 274 (1) (g)

None of the Directors of the Company have been disqualified under Section 274 (1) (g) of the Companies Act, 1956.

12. AUDITORS

Messers Ravi & Dev Chartered Accountants, Mumbai hold office until the conclusion of the ensuing Annual General Meeting.They are, however eligible for re-appointment and have indicated their willingness to renew their term. It is proposed to re-appoint them as auditors till the conclusion of the next annual general meeting.

13. AUDITORS REPORT

The notes to accounts referred to in the Auditor''s Report are self-explanatory and, therefore, do not call for any further comments.

14. LISTING

The Company''s Equity Capital is listed on the Stock Exchanges of Jaipur and Mumbai. The Company confirms that it has paid annual listing fees due to these stock exchanges for the year 2012-2013.

15. COMPLIANCE CERTIFICATE UNDER SECTION 383A FROM PRACTISING COMPANY SECRETARY

The Company has obtained a compliance certificate under section 383A from practising Company Secretary Shri Virendra Bhatt which is enclosed herewith the Directors Report.

16. CORPORATE GOVERNANCE

The Company has been proactive in following the principles and practices of good corporate governance. The Company has ensured that the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange are duly complied with. A separate Statement on Corporate Governance and management discussion & Analysis is given in this Report. A certificate from the Auditors of the Company regarding compliance of Clause 49 of the Listing Agreement is attached to this Report.

17. ACKNOWLEDGEMENT

Your Directors are sure that the shareholders would like to join them in conveying their deep appreciation and gratitude to all our Bankers, shareholders, our clients, Interior Decorators and Architects, Suppliers for their valued support resulting in the creditable performance of the Company. The Directors also wish to record their appreciation of the services rendered by the staff members of the Company for their dedicated service.

For and on behalf of the Board of Directors

Place : Mumbai Rajesh Agrawal

Date : 20th May, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting their Twenty-Seventh Annual Report on the business and operations of the Company together with the Audited Balance Sheet as at 31st March, 2012 and Profit and Loss Account for the year ended on that date.

1. FINANCIAL RESULTS

The Financial Results of the Company for the year under review are summarized below :

For the Year For the Year Ended Ended Financial Results 31-3-2012 31-3-2011 (Rs. in Lacs) (Rs. in Lacs)

I. INCOME

Revenue from operations 1790.85 2546.29

Other income 292.95 319.08

TOTAL 2083.80 2865.37

II. EXPENDITURE

Cost of raw material consumed 401.29 1034.20

Purchases of traded goods 1047.06 1273.19 Changes in inventories of finished goods,

work-in-progress and Stock- in-Trade (124.22) (300.38)

Employees benefit expenses 57.19 57.57

Depreciation and amortization expense 15.52 14.94

Other expenses 282.33 344.75

TOTAL 1679.17 2424.27

Profit for the year before taxes 404.63 441.10

Tax expense:

(1) Current Tax (80.00) (80.00)

(2) Deferred tax (Net) 49.18 6.55

(3) Previous years income tax (0.32) 0.86 Profit for the year after taxes 373.49 368.51

Add : Profit brought forward 1946.70 1742.80

Profit available for appropriation 2320.19 2111.30 Appropriations :

Proposed Dividend 90.00 90.00

Corporate Dividend tax 14.60 14.60

Transferred to General Reserve 60.00 60.00

TOTAL 164.60 164.60 Surplus carried to balance sheet 2155.59 1946.70

2.BUSINESS PERFORMANCE Sales Income

Sales income for the year ended 31st March, 2012 amounted to Rs. 1790.85 lacs as against Rs. 2546.29 lacs for the corresponding previous year, registering a decline of29.67 % due to a global meltdown affecting sentiments in India as well.

Exports : The Company has started exporting marbles slabs to various countries and achieved export turnover of Rs. 12.87 lacs during the year. Profits

The Company has earned Profit after tax of Rs. 373.49 lacs for the year ended 31st March, 2012 as against Rs. 368.51 lacs for the previous year registering an Increase of 1.35 %. The Equity Share ofthe Company has book value of Rs 105.37 with the EPS of Rs.8.30 for the year 2011-2012.

Dividend

The Board of Directors is pleased to recommend the payment of dividend of 20%. for the year ended 31st March, 2012 on the paid up equity capital. The said dividend, if approved by the shareholders at the Annual General Meeting, would absorb Rs.104.60 lacs (including Corporate Dividend Tax) out ofthe profit for the year.

3. BUSINESS OVERVIEW

Your Company is one of the leading manufacturers & providers of choicest and exclusive range of Indian & Imported marbles & granites. The Company has developed long-term relationships with several niche clients in India & abroad. Over the years, your Company has evolved in response to changing customer demands and aspirations. Aggressive marketing and rational utilization of resources by the management of the Company has helped to record such excellent results for the year under review. The Company has deployed considerable attention and resources on creating the better future for itself, so that when the cyclical trends on the commodity become more favorable, as has been the experience in the past, the Company is well positioned to capture benefits of the upturn.

Customer Relationships

Your Company believes that strengthening the relationships with its existing clients is as important as adding new names to its clientele. The Company has been exploring new opportunities with its existing clients and has also added many new clients during the year under review.

Personnel & Performance

Your Company has been able to develop an environment, which is conducive to high growth and performance, a work culture that encourages meritocracy and rewards high performers in an adequate and fair manner.

4. CURRENT YEAR

The construction industry, on which the growth of your Company depends, is showing signs of revival in the current year after a long period of economic turndown. Your Directors hope that on the basis of priority conferred by the Government to the housing and infrastructure industry, demand for granites and marbles would considerably improve. The Management is fully geared up to take the maximum advantage of any upsurge in demand and shall lose no opportunity in capturing a major share of the incremental market demand. The Sales team is on high alert for scouting all new and existing opportunities as regards to big projects and retail demand as well.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN XCHANGE EARNINGS AND OUTGO

The prescribed particulars under Section 217(1)(e) of the Companies Act, 1956 relating to conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are furnished in Annexure to this section.

6. PARTICULARS OF EMPLOYEES

Pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 as amended, the Company has no person in its employment drawing salary in excess of Rs.24 lacs per annum or Rs.2 lacs per month.

7. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have 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 or 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 annual accounts have been prepared on a going concern basis.

8. FIXED DEPOSITS

The Company has not accepted any Deposits from the public during the year under review.

9. DEPOSITORY SYSTEM

The Company has entered into agreement with the National Securities Depository Limited as well as the Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in a dematerialized form. The Company also offers simultaneous dematerialization of the physical shares lodged for transfer.

10. DIRECTORS

RETIREMENT BY ROTATION :

In accordance with the provisions of the Companies Act, 1956 and Company's Articles of Association Shri Rakesh Agrawal & Shri Ram Chawla, Director of the Company are liable to retire by rotation at The ensuing Annual General Meeting and being eligible offers himself For re-appointment.

11. DISCLOSURE UNDER SECTION 274 (1) (g)

None of the Directors of the Company have been disqualified under Section 274 (1) (g) of the Companies Act, 1956.

12. AUDITORS

Messer's Ravi & Dev Chartered Accountants, Mumbai hold office until The conclusion of the ensuing Annual General Meeting. They are, However eligible for re-appointment and have indicated their willingness to renew their term. It is proposed to re-appoint them as auditors till the conclusion of the next annual general meeting.

13. AUDITORS REPORT

The notes to accounts referred to in the Auditor's Report are self-explanatory and, therefore, do not call for any further comments.

14. LISTING

The Company's Equity Capital is listed on the Stock Exchanges of Jaipur and Mumbai. The Company confirms that it has paid annual listing fees due to these stock exchanges for the year 2011-2012.

15. COMPLIANCE CERTIFICATE UNDER SECTION 383A FROM PRACTISING COMPANY SECRETARY

The Company has obtained a compliance certificate under section 383A from practicing Company Secretary Mr.Virendra Bhatt which is enclosed herewith the Directors Report.

16. CORPORATE GOVERNANCE

The Company has been proactive in following the principles and practices of good corporate governance. The Company has ensured that the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange are duly complied with. A separate Statement on Corporate Governance and management discussion & Analysis is given in this Report. A certificate from the Auditors of the Company regarding compliance of Clause 49 of the Listing Agreement is attached to this Report.

17. ACKNOWLEDGEMENT

Your Directors are sure that the shareholders would like to join them in conveying their deep appreciation and gratitude to all our Bankers, shareholders, our clients, Interior Decorators and Architects, Suppliers for their valued support resulting in the creditable performance of the Company. The Directors also wish to record their appreciation of the services rendered by the staff members of the Company for their dedicated service.

For and on behalf of the Board

Place : Mumbai Rajesh Agarwal

Date : 29th May, 2012 Chairman & Managing Director


Mar 31, 2010

Your Directors have pleasure in presenting their Twenty-fifth Annual Report on the business and operations of the Company together with the Audited Balance Sheet as at 31 st March, 2010 and Profit and Loss Account for the year ended on that date.

1. FINANCIAL RESULTS:

The Financial Results of the Company for the year under review are summarised below:

Financial Results As on As on 31-3-2010 31-3-2009

Profit before depreciation and taxes 2,55,70,784 2,24,89,435

Less: Depreciation (13.69.716) (11.92.304)

Profit after depreciation and before taxes 2,42,01,068 2,12,97,131

Less: Provision for taxes (40,00,000) (16,00,000)

Less: Provision for Deferred Taxes 1,02,854 44,613

Less: Provision for Fringe Benefit Tax - (90,000)

Profit after taxes 2,03,03,922 1,96,51,744

Add : Profit brought forward 17.04.70.460 16.73.48.266

Profit available for appropriation 19,07,74,382 18,70,00,010

Appropriations :

Proposed dividend 90,00,000 90,00,000

Corporate dividend tax 14,94,788 15,29,550

Transferred to General Reserve 60,00,000 60,00,000 1,64,94,78850 1,65,29,550

Surplus carried to balance sheet 17,42,79,594 17,04,70,460

2. BUSINESS PERFORMANCE Sales Income

Sales income for the year ended 31 st March 2010 amounted to Rs. 2055.89 lacs as against Rs. 1370.36 lacs for the corresponding previous year registering a healthy growth of 50.02%

Exports: The Company has started exporting marbles slabs to various countries and achieved export turnover of Rs. 51,00,797/-

Profits

The Company has posted Profit after tax of Rs.203.03 lacs for the year ended 31st March 2010 as against Rs. 196.51 lacs for the previous year registering a Increase of 3.32% due to the global economic meltdown. Your share in the Company now commands a healthy book value of Rs. 93.53 and the EPS stands at Rs.4.51 per share for the year 2009-2010

Dividend

The Board of Di rectors is pleased to recommend the payment of dividend of 20%. for the year ended 31 st March 2010 on the paid up equity capital. The said dividend if approved by the shareholders at the Annual General Meeting would absorb Rs. 104.94 lacs (including Corporate Dividend Tax) out of the profit for the year.

3. BUSINESS OVERVIEW

Your Company is one of the leading manufacturers & providers of choicest and exclusive range of Indian & Imported marbles & granites. The Company has developed long-term relationships with several niche clients in India & abroad. Over the years your Company has evolved in response to changing customer demands and aspirations. Aggressive marketing and rational utilization of resources by the management of the Company has helped to record such excellent results for the year under review. The Company has deployed considerable attention and resources on creating the better future for itself, so that when the cyclical trends on the commodity become more favourable, as has been the experience in the past, the Company is well positioned to capture the benefits of upturn.

Customer Relationships

Your Company believes that strengthening the relationships with its existing clients is as important as adding new names to its clientele. The Company has been exploring new opportunities with its existing clients and has also added many new clients during the year under review.

Personnel & Performance

Your Company has been able to develop an environment, which is conducive to high growth and performance, a work culture that encourages meritocracy and rewards high performers in an adequate and fair manner.

4. CURRENT YEAR

The construction industry, on which the growth of your Company depends, is showing signs of revival in the current year after a long period of economic turndown. Your Directors hope that on the basis of priority conferred by the Government to the housing and infrastructure industry, demand for granites and marbles would moderately shoot up. The management of your Company is fully geared up to take the maximum advantage of any upsurge in demand and shall loose no opportunity in capturing a major share of the incremental market demand. The Sales team is on high alert for scouting all new and existing opportunities as regards to big projects and retail demand as well.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The prescribed particulars under Section 217(1 )(e) of the Companies Act, 1956 relating to conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are furnished in Annexure to this section.

6. PARTICULARS OF EMPLOYEES

Pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 as amended, the Company has no person in its employment drawing salary in excess of Rs.24 lacs per annum or Rs.2 lacs per month.

7. Directors RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

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

b. The Directors had 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.

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 annual accounts have been prepared on a going concern basis.

8. FIXED DEPOSITS

The Company has not accepted any Deposits from the public during the year under review.

9. DEPOSITORY SYSTEM

The Company has entered into agreement with the National Securities Depository Limited as well as the Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in a dematerialized form. The Company also offers simultaneous dematerialization of the physical shares lodged for transfer.

10. Directors

RETIREMENT BY ROTATION:

In accordance with the provisions of the Companies Act, 1956 and Companys Articles of Association Mr. Rakesh Agarwal and Mr. Ram Chawla, Director of the Company are liableto retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

11. DISCLOSURE UNDER SECTION274(1)(g)

None of the Directors of the Company have been disqualified under Section 274 (1) (g) of the Companies Act, 1956.

12. AUDITORS

Messers Ravi & Dev Chartered Accountants, Mumbai hold office until the conclusion of the ensuing Annual General Meeting. They are, however eligible for re-appointment and have indicated their willingness to renew their term. It is proposed to re-appoint them as auditors till the conclusion of the next annual general meeting.

13. AUDITORS REPORT

The notes to accounts referred to in the Auditors Report are self explanatory and therefore, do not call for any further comments.

14. LISTING

The Companys Equity Capital is listed on the Stock Exchanges of Jaipur and Mumbai. The Company confirms that it has paid annual listing fees due to these stock exchanges for the year 2009-2010.

15. COMPLIANCE CERTIFICATE UNDER SECTION 383A FROM PRACTISING COMPANY SECRETARY

The company has obtained a compliance certificate under section 383A from practising Company Secretary Mr.Virendra Bhatt which is enclosed herewith the Directors Report.

16. CORPORATE GOVERNANCE

The Company has been proactive in following the principles and practices of good corporate governance. The Company has ensured that the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange are duly complied with. A separate Statement on Corporate Governance and management discussion & analysis is given in this Report.

A certificate from the Auditors of the Company regarding compliance of Clause 49 of the Listing Agreement is attached to this Report.

17. ACKNOWLEDGMENT

Your Directors are sure that the shareholders would like to join them in conveying their deep appreciation and gratitude to all our Bankers, shareholders, our clients, Interior Decorators and Architects, Suppliers for their valued support resulting in the creditable performance of the Company. The Directors also wish to record their appreciation of the services rendered by the staff members of the Company for their dedicated service.

For & on behalf of Board of Directors

Place :Mumbai RAJESH AGRAWAL

Date: Augustg.2010 Chairman & Managing Director



 
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