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Directors Report of Elegant Marbles & Grani Industries Ltd.

Mar 31, 2019

Dear Members,

The Board of Directors of the Company are pleased to present the Thirty-Fourth Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2019.

1. SUMMARY OF FINANCIAL RESULTS

The Company’s financial performance for the year ended March 31, 2019 is summarized below:-

Financial Results

For the Year Ended 31.03.2019

(Rs. in lakhs)

For the Year Ended 31.03.2018

(Rs. in lakhs)

Revenue from Operations

1966.17

2403.52

Other Income

305.33

448.25

TOTAL INCOME

2271.50

2851.77

PROFIT BEFORE TAX

390.11

524.56

Less: Current Tax

(69.19)

(92.33)

Deferred Tax

3.82

4.55

Excess/(Short) Provision of previous years

1.98

-

PROFIT AFTER TAX

326.72

436.78

Other Comprehensive Income

1.82

1026.22

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

328.54

1463.01

Balance brought forward from the previous year

5116.67

4334.58

APPROPRIATIONS

Transfer to General Reserve

-

60.00

Transfer to Capital Redemption Reserve

-

-

Dividend on Equity Shares

-

-

Tax on Dividend

-

-

2. DIVIDENDS

The Board of Directors thought it prudent not to recommend any Dividend for the financial year ended 31st March, 2019.

3. STATE OF THE COMPANY’S AFFAIRS

The Company achieved Revenues from Operations and Other Income (gross) of Rs. 1966.17 lakhs during the financial year ended 31st March, 2019, it was approx. 22% lower as compared to the previous year, owing to continuing impact of higher rate of GST imposed upon the industry and general economic sluggishness. It is also attributable to the continued slow down in real estate industry. The profit after tax has declined by approx. 25.20% during the year due to lower other income also. However, the Company commands an increased realizable value inspite of the deep correction in equity markets. The Management is confident of rebound with economy expected to grow in the forthcoming years.

Detailed analysis and future outlook of the Company''s business are dealt in the Management Discussion and Analysis Report.

4. BUSINESS OVERVIEW

The Company continues to maintain its reputation as one of the most reputed manufacturers & providers of choicest and exclusive range of Indian & Imported Marbles & 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 constantly improving its efforts on marketing its products through e-commerce on its website thereby keeping itself abreast with the latest trends in marketing and accepting the changing customer demands and aspirations. Online marketing is expected to assist the Company to strive in the world of e-commerce keeping watch on customers buying habits, expansion of market for niche products, Inventory Management and various other benefits thereby targeting the untapped online market in order to enhance the top line and revenue by achieving economies of scale.

Aggressive marketing and rational utilization of resources by the Management of the Company has been an ongoing process as usual.

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

The Company believes nurturing and maintaining the relationships with existing clients is as important as adding new names to its clientele. The Company has been exploring repeat orders with its existing clients and continues its efforts to widen 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.

The Company has also gained and maintained reputation for importing and distributing only the highest quality material while providing clients with personalized, detailed attention in selecting the right material for their projects.

Personnel & Performance

The 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.

5. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), is presented in a separate section forming part of the Annual Report.

6. MATERIAL CHANGES AFFECTING THE COMPANYAND COMMITMENT

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

7. 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 provided in Annexure A and is attached to this report.

8. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has in place a Risk Management Policy, pursuant to Section 134 of the Companies Act 2013. This robust Risk Management framework enables identification and evaluation of business risks and opportunities, seeks to create transparency, minimize adverse impact on business objectives and enhance the Company''s competitive advantage.

The Company has laid down a well-defined risk management mechanism commensurate with its size and the nature of business 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.

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

9. DETAILS OF POLICY DEVELOPEDAND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board and the same has been hosted on the Company''s website at www.elegantmarbles.com.

Pursuant to section 135 of the Companies Act, 2013, the Company continues to implement its Corporate Social Responsibility initiatives furthering the National Theme of the Hon''ble Prime Minister Shri Narendra Modi of “BETI PADHAO BeTi BACHAO” by contributing Rs. 12,50,000 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.

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

The Company has not given Loans or guarantees or investments pursuant to Section 186 of the Companies Act, 2013 to other Body Corporates or persons as indicated in the notes to the financial statements.

11. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company did not enter into any contract/ arrangement/ transaction with related parties, which could be considered material in accordance with Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website www.elegantmarbles.com. The particulars as required under the Act are furnished in Annexure C (Form No. AOC-2) to this Report.

12. AUDITORS AND AUDITORS REPORT

a. Statutory Auditors

Pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), M/s. SDBA & Co., Chartered Accountants (Firm Registration No. 142004W), be and are hereby re-appointed as the Statutory Auditors of the Company for a term of 3 (three) consecutive years from the conclusion of this Annual General Meeting till the conclusion of the Thirty-Seventh Annual General Meeting, at such remuneration as shall be fixed by the Board of Directors of the Company.

Auditors Report

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

b. Secretarial Auditors and Secretarial Audit Report

The Board appointed Shri Virendra G. Bhatt, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report for the financial year ended 31st March, 2019 is annexed herewith marked as Annexure D to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

c. Cost Audit

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain cost records and conduct cost audit.

13. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure E.

14. POLICY RELATING TO DIRECTORS APPOINTMENT AND REMUNERATION ETC.

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 have been disclosed in the Corporate Governance Report, which forms part of this Report.

15. ANNUAL EVALUATION OF BOARD''S PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual performance evaluation of the working of its own performance, the Directors individually as well as evaluation of its Committees.

The Board and Nomination and Remuneration Committee reviewed the performance of Individual Directors, the Board as a whole, Committees of the Board and Chairman and Managing Director after taking into consideration feedback received from Directors. The evaluation was done on various parameters such as vision and strategy, participation, disclosures of interests, good governance, leadership skills, operations, business development, human resources development, corporate communication etc. The feedback received from Directors were then consolidated and placed before the Committee / Board for its evaluation. The Directors expressed their satisfaction with the evaluation process.

16. EXTRACT OF ANNUAL RETURN

The extract of Annual Return (MGT - 9) pursuant to the provisions of Section 134 (3) (a) and Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and administration) Rules, 2014 the Annual Return of the Company is furnished in Annexure F of this Report and uploaded on the website of the Company which can be accessed at www.elegantmarbles.com.

17. BOARD MEETINGS HELD DURING THE FINANCIAL YEAR 2018-19

During the financial year 2018-19, four (4) Board Meetings were held on 22nd May, 2018, 13th August, 2018, 01st November, 2018 and 05th February, 2019, details of which are furnished in the Corporate Governance Report forming part of this Report. The gap between any two Meetings did not exceed 120 days.

18. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors, in respect of the year ended 31st March, 2019, hereby confirm 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) they 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) they 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) they had prepared the annual accounts on a going concern basis;

e) they had laid down proper internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

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

19. SUBSIDIARIES, JOINT VENTURES ANDASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate company. Hence, disclosure of statement containing salient features of the Financial Statements of Subsidiaries/Associate Companies/Joint Ventures in Form AOC-1 is not applicable to the Company.

20. DEPOSITORY SYSTEM

The Company has entered into agreement with the National Securities Depository Limited and 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.

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

The Company has received disclosures in Form DIR - 8 from all the Directors'' of the Company and has noted that the none of the Director is disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013, Ms. Yogita Agrawal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

23. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors of the Company, confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013, as amended by Companies (Amendment) Act, 2017.

24. INTERNAL FINANCIAL CONTROL SYSTEM

The Company continuously evolves in strengthening its internal control processes and has appointed M/s. Deepak Mehta & Associates, Chartered Accountants, as the Internal Auditor 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.

25. CORPORATE GOVERNANCE

A detailed Report on Corporate Governance, pursuant to the requirements of Regulation 34(3) of the Listing Regulations, forms an integral part of this Report. A Certificate from the Auditors of the Company, M/s SDBA & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V (E) of the Listing Regulations, is annexed to this Report and Mr. Virendra Bhatt (Practicing Company Secretary) issued a certificate with regards to Dis-Qualification of Directors of the Company as per Regulation 34(3) of SEBI (LODR) Regulations, 2015, is also annexed to this Report.

The Business Responsibility Reporting, as required by Regulation 34(2) of the Listing Regulations, is not applicable to the Company for the financial year ending 31st March, 2019.

The Vigil Mechanism of the Company also incorporates a Whistle Blower Policy in terms of the Listing Regulations thereby establishing a vigil mechanism for Directors and permanent employees for reporting genuine concerns, if any. Protected disclosures can be made by a whistle blower to the Chairman of the Audit Committee. The policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the link: .

26. 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 presented in the Corporate Governance Report. The Board has accepted all the recommendations of the Audit Committee during the year under review.

27. GENERAL

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

- Details relating to deposits covered under Chapter V of the Act.

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

- Issue of sweat equity shares, bonus shares or employees stock option plan.

- The Company has constituted Anti Sexual Harassment Committee and during the year under review, there were no cases were reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

- There were no frauds reported by the Auditors under Sub section (12) of Section 143 of the Companies (Amendment) Act, 2015, to the Audit Committee, Board of Directors or Central Government.

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

28. ACKNOWLEDGEMENTS

The Company will soon complete glorious 34 eventful years of the existence. Very few brands continue to remain relevant and become iconic over such a long passage of time. The Directors are proud of the rich heritage.

The 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, the Company''s achievements would not have been possible.

The 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 Directors

Elegant Marbles and Grani Industries Limited

Rajesh Agrawal

Chairman and Managing Director

DIN: 00017931

Date: 28th May, 2019

Place: Mumbai


Mar 31, 2018

DIRECTORS'' REPORT

Dear Members,

The Board of Directors of the Company are pleased to present the Thirty-Third Annual Report together with the Audited Financial Statements for the financial year ended March 31,2018.

1. SUMMARY OF FINANCIAL RESULTS

The Company''s financial performance for the year ended March 31, 2018 is summarized below:-

Financial Results

For the Year Ended 31.03.2018 (Rs in lakhs)

For the Year Ended 31.03.2017 (Rs. in lakhs)

Revenue from Operations

2,403.52

2,847.36

Other Income

448.25

636.46

TOTAL INCOME

2,851.77

3,483.82

PROFIT BEFORE TAX

524.56

768.99

Less: Current Tax

(92.33)

(175.56)

Deferred Tax

4.55

1.74

PROFIT AFTER TAX

436.78

595.17

Other Comprehensive Income

1,026.22

1,362.28

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,463.01

1,957.45

Balance brought forward from the previous year

4,334.58

3,655.35

APPROPRIATIONS

Transfer to General Reserve

60.00

60.00

Dividend on Equity Shares

-

-

Tax on Dividend

-

-

Figures for FY 2016-17 have been restated as per lnd AS and therefore may not be comparable with financials for FY2016-17 approved by the Directors and disclosed in the financial statement of previous year.

INDIAN ACCOUNTING STANDARDS

In terms of notification dated February 16, 2015, of the Ministry of Corporate Affairs, Indian Accounting Standards (Ind AS) are applicable to the Company from April 1, 2017 with a transition date of April 1, 2016. Ind AS has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with Rule 7 of the Companies (Accounts) Rules, 2014.

The reconciliation and description of the effect of the transition from previous GAAP to Ind AS has been set out in the notes to accounts in the financial statements.

2. BUY BACK OF EQUITY SHARES

During the year under review, the Company bought back 8,40,000 (Eight Lakh Forty Thousand Only) fully paid-up equity shares of face value of Rs 10 each, representing 18.67% of the total number of equity shares in the issued, subscribed and paid-up equity share capital of the Company as on March 31,2017. The Buyback was undertaken on a proportionate basis, from the fully paid-up Equity Shareholder(s) / beneficial owner(s) of the Equity Shares of the Company as on January 25, 2018, by way of a Tender Offer for cash at a price of Rs205 (Rupees Two Hundred and Five Only) per Equity Share for an aggregate amount of Rs 17,22,00,000 excluding transaction cost(s),pursuant to shareholders approval dated January 13,2018.

The Buy back size constituted 24.78% of the aggregate paid-up equity capital and free reserves of the Company as per the financial statements of the Company for the financial year ended March 31,2017. Equity Shares held in demat mode accepted under the Buyback were transferred to the Company''s demat account and the unaccepted demat Equity Shares were returned to respective Seller Members / custodians by the Indian Clearing Corporation Limited / BSE. The shares accepted under the Buy Back were extinguished and total issued capital was thus, then reduced to 36,60,000 equity shares of Rs 10 each.

3. DIVIDENDS

With a view to preserving financial resources, the Board of Directors thought it prudent not to recommend any Dividend for the financial year ended March 31,2018.

4. STATE OF THE COMPANY''S AFFAIRS

The Company achieved Revenues from Operations and Other Income (gross) of Rs 2851.77 lakhs during the financial year ended March 31,2018, a decline of approx. 18% from the previous year, owing to impact of higher rate of GST imposed upon the industry in its introductory phase. It is also attributable to slow down in real estate industry. The profit after tax has declined by approx. 26% during the year. However, the portfolio investments of the Company command an increased realizable value. The Management is confident of rebound with decent growth in the forthcoming years.

Detailed analysis and future outlook of the Company''s business are dealt in the Management Discussion and Analysis Report.

5. BUSINESS OVERVIEW

The Company continues to maintain its reputation as one of the most reputed manufacturers & providers of choicest and exclusive range of Indian & Imported Marbles & 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 has recently embarked on marketing its products through e-commerce on its website thereby keeping itself abreast with the latest trends in marketing and accepting the changing customer demands and aspirations. Online marketing is expected to assist the Company to strive in the world of e-commerce keeping watch on customers buying habits, expansion of market for niche products, Inventory Management and various other benefits thereby targeting the untapped online market in order to enhance the top line and revenue by achieving economies of scale.

Aggressive marketing and rational utilization of resources by the management of the Company has been an ongoing process as usual.

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

The 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 continues its efforts to widen 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.

The Company has also gained and maintained reputation for importing and distributing only the highest quality stone while providing clients with personalized, detailed attention in selecting the right material for their projects.

Personnel & Performance

The 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. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), is presented in a separate section forming part of the Annual Report.

7. MATERIAL CHANGES AFFECTING THE COMPANY AND COMMITMENT

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report, except for buyback of equity shares as aforesaid. There has been no change in the nature of business of the Company.

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 provided in Annexure Aand is attached to this report.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has in place a Risk Management Policy, pursuant to Section 134 of the Act. This robust Risk Management framework enables identification and evaluation of business risks and opportunities, seeks to create transparency, minimize adverse impact on business objectives and enhance the Company''s competitive advantage.

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, Compliance and Information Security.

Further, the Board ensures risk reporting and updates, risk policy compliances and provides 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 Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board and the same has been hosted on the Company''s website atwww.elegantmarbles.com.

Pursuant to section 135 of the Companies Act, 2013, the Company continues to implement its Corporate Social Responsibility initiatives furthering the National Theme of the Hon''ble Prime Minister Shri Narendra Modi of "BETI PADHAO BETI BACHAO" by contributing Rs 14,50,000 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 pursuant to 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 AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company did not enter into any contract/ arrangement/ transaction with related parties, which could be considered material, in accordance with Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website www.elegantmarbles.com.The particulars as required under the Act are furnished in Annexure C (Form No. AOC-2) to this Report.

13. AUDITORS AND AUDITORS REPORT

a. StatutoryAuditors

Pursuant to the provisions of Section 139(1) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s SDBA& Co (Registration No. 116560W/W100149), Chartered Accountants, were appointed in 31" Annual General Meeting ("AGM") as the Statutory Auditors of the Company, for a term of 3 years, subject to the ratification by Members in every AGM. The Company has received necessary certificate from the Auditors pursuant to Section 139 and 141 of the Companies Act, 2013 regarding their eligibility for appointment. In pursuance of the provisions of Section 139 of the Act, appropriate resolution for ratification of the appointment of M/s SDBA& Co as the StatutoryAuditors of the Company is being placed at the ensuing AGM.

Auditors Report

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

b. Secretarial Auditor and Secretarial Audit Report

The Board appointed Shri Virendra G. Bhatt, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31,2018 is annexed herewith marked as Annexure D to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

c. Cost Audit

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain cost records and conduct cost audit.

14. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith marked as Annexure E Report.

15. POLICY RELATING TO DIRECTORSAPPOINTMENT AND REMUNERATION ETC.

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 have been disclosed in the Corporate Governance Report, which forms part of this Report.

16. ANNUAL EVALUATION OFBOARD''S PERFORMANCE, ITS COMMITTEESAND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual performance evaluation of the working of its own performance, the Directors individually as well as evaluation of its Committees.

The Board and Nomination and Remuneration Committee reviewed the performance of Individual Directors, the Board as a whole, Committees of the Board and Chairman and Managing Director after taking into consideration feedback received from Directors. The evaluation was done on various parameters such as vision and strategy, participation, disclosures of interests, good governance, leadership skills, operations, business development, human resources development, corporate communication etc. The feedback received from Directors were then consolidated and placed before the Committee / Board for its evaluation. The Directors expressed their satisfaction with the evaluation process.

17. 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 annexed herewith marked as Annexure F to this Report.

18. BOARD MEETINGS HELD DURING THE FINANCIAL YEAR 2017-18

During the financial year 2017-18, four (4) Board Meetings were held on May 26,2017, September 12,2017, November 28,2017 and February 13,2018, details of which are furnished in the Corporate Governance Report forming part of this Report. The gap between any two Meetings did not exceed 120 days.

19. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors, in respect of the year ended March 31,2018, hereby confirm 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) they 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) they 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) they had prepared the annual accounts on a going concern basis;

e) they had laid down proper internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

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

20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate company. Hence, disclosure of statement containing salient features of the Financial Statements of Subsidiaries / Associate Companies / Joint Ventures in Form AOC-1 is not applicable to the Company.

21. 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.

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

The Company has received disclosures in Form DIR - 8 from all the Directors'' of the Company and has noted that the none of the Director is disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013, Ms. Yogita Agrawal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

The term of Shri Rajesh Agrawal, Chairman and Managing Director and Shri Rakesh Agrawal, Managing Director expires on July 31,2018 and September 30,2018, respectively. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has approved re-appointment of Shri Rajesh Agrawal as the Chairman and Managing Director and Shri Rakesh Agrawal as the Managing Director for a period of 3 (three) years with effect from August 01, 2018 and October 01, 2018, respectively, subject to approval of shareholders, on terms and conditions as set out in the explanatory statement annexed to the notice of the general meeting.

During the year, Ms.Heena Joshi, Company Secretary and Compliance Officer of the Company, tendered her resignation on personal grounds and was relieved from her responsibility with effect from August 16,2017. Subsequently, Ms. SnehaValeja, amember of Institute of Company Secretaries of India, was appointed as the Company Secretary and Compliance Officer of the Company with effect from September 12,2017.

24. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors of the Company, confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013, as amended by Companies (Amendment) Act, 2017.

25. INTERNAL FINANCIAL CONTROL SYSTEM

The Company continuously evolves in strengthening its internal control processes and has appointed M/s. Deepak Mehta & Associates, Chartered Accountants, as the Internal Auditor 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 areasonable 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.

26. CORPORATE GOVERNANCE

A detailed Report on Corporate Governance, pursuant to the requirements of Regulation 34(3) of the Listing Regulations forms an integral part of this Report. A Certificate from the Auditors of the Company, M/s SDBA & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V(E) of the Listing Regulations, is annexed to this Report.

The Business Responsibility Reporting as required by Regulation 34(2) of the Listing Regulations is not applicable to the Company for the financial year ending March 31,2018.

The Vigil Mechanism of the Company also incorporates a Whistle Blower Policy in terms of the Listing Regulations thereby establishing a vigil mechanism for Directors and permanent employees for reporting genuine concerns, if any. Protected disclosures can be made by a whistle blower to the Chairman of the Audit Committee. The policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the link:https://www.elegantmarbles.com/policies/.

27. 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 presented in the Corporate Governance Report. The Board has accepted all the recommendations of the Audit Committee during the year under review.

28. GENERAL

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

• Details relating to deposits covered under Chapter V of theAct.

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

• Issue of sweat equity shares, bonus shares or employees stock option plan.

• The Company has constituted Anti Sexual Harassment Committee and during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

• There were no frauds reported by the Auditors under Sub section (12) of Section 143 of the Companies (Amendment) Act, 2015, to the Audit Committee, Board of Directors or Central Government.

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

29. ACKNOWLEDGMENTS

The Company will soon complete glorious 33 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. The Directors are proud of this rich heritage and thank all our stakeholders who have contributed to the success of the Company.

The 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, the Company''s achievements would not have been possible.

The 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 Directors

Elegant Marbles and Grani Industries Limited

Rajesh Agrawal

Chairman and Managing Director

Date: May 22, 2018

DIN: 00017931

Place :Mumbai

ANNEXURE A TO THE DIRECTORS'' REPORT

Statement pursuant to Section 134 (1) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014

A. CONSERVATION OF ENERGY

The Company does not belong to the category of power intensive industry and hence consumption of power is not significant. However, the management gives due importance to conservation of energy wherever feasible, and also reviews from time to time, the measures taken / to be taken for reduced and prudent consumption and conservation of energy.

B. TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT

i. Research & Development (R & D)

The Company undertakes from time to time, studies for process improvement and plant design development, to improve quality and performance of its products, to substitute imported material and components and to economise the production costs. Based on these studies, appropriate actions are taken to achieve these goals. In absence of a separate research & development department, it is difficult to quantify the amount spent on research & development.

ii. Technology Absorption, Adaption and Innovation

Efforts are made to absorb the advances in technology with suitable modifications to cater to local needs. The Company keeps itself updated with the latest technological innovations byway of constant communication, personal discussions etc.

C. FOREIGN EXCHANGE USED

Foreign exchange used during the year: Rs. 514.46 lakhs

For and on behalf of the Board of Directors

Elegant Marbles and Grani Industries Limited

Rajesh Agrawal

Chairman and Managing Director

Date: May 22, 2018

DIN: 00017931

Place: Mumbai

ANNEXURE B TO DIRECTORS'' REPORT

Annual Report on Corporate Social Responsibility (CSR) activities for the financial year 2017-18

1

A brief outline of the Company''s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web link to the CSR policy and projects or programs.

FOCUS ARE AS:

• Eradicating hunger, poverty, malnutrition and sanitation; • Promoting education (primary, secondary or higher education and studies more particularly for girls );

• Promoting gender equality, empowering women;

• Ensuring environmental sustainability, ecological balance, protection of flora and fauna, conservation of natural resources;

• Protection of national heritage, art and culture;

• Promotion and encouragement of training of cottage industries and handicrafts industries and other useful crafts;

• Any other activities as may be recommended by the Committee and approved by the Board. The Company has formulated and adopted a Policy on Corporate Social Responsibility (CSR) as per the provisions of Section 135 of the Companies Act, 2013 and the web-link for the same is http://elegantmarbles.com/wp-content/uploads/2016/01/CSR-Policy.pdf

2

Composition of the CSR Committee

1 . SHRI RAJESH AGRAWAL - Chairman 2 . SHRI RAKESH AGRAWAL - Member 3 . SHRI RAM CHAWLA (Independent Director) - Member

3

Average net profit of the company for last three financial years

Rs. 6,91,86,978

4

Prescribed CSR Expenditure(two per cent, of the amount as in item 3 above)

Rs. 13,83,740

5

Details of CSR spent during the financial year

Total amount to be spent for the financial year

Rs. 13,83,740

Total amount spent during the financial year

Rs. 14,50,000

Amount unspent, if any

Nil

Manner in which the amount spent during the financial year is detailed below

Details given below

Sr.No.

CSR project or activity identified

Sector in which the project is covered

Projects or programs: (i) Local area or other (ii) Specify the State or District where the projects or programs was undertaken

Amount outlay (Budget) project or programs wise

Amount spent on projects or programs: Sub head: 1. Direct expenditure on project or programs; 2. Overheads

Cumulative expenditure up to the date of reporting period

Amount spent -Direct or through implementing agencies

1

Promoting education (primary, secondary or higher education and studies more particularly for girls

Education of Underprivileged girls

State: Rajasthan Dist.Ajmer

Rs 14,50,000

Rs. 14,50,000

Rs 14,50,000

Rs 14,50,000

6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board Report - Not Applicable

7. The Chairman of the CSR Committee has given a responsibility statement on behalf of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and policy of the Company.

For and on behalf of the Board of Directors

For and on behalf of the CSR Committee

Elegant Marbles and Grani Industries Limited

Elegant Marbles and Grani Industries Limited

RajeshAgrawal

Rajesh Agrawal

Chairman and Managing Director

Chairman of CSR Committee

DIN: 00017931

DIN: 00017931

Date: May 22, 2018

Date: May 22, 2018

Place: Mumbai

Place: Mumbai

ANNEXURE C TO DIRECTORS'' REPORT Form No. AOC-2

(Pursuant to Clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013, including arm''s length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm''s length basis: Not Applicable

2. Details of material contracts or arrangement or transactions at arm''s length basis: Not Applicable

For and on behalf of the Board of Directors

Elegant Marbles and Grani Industries Limited

Rajesh Agrawal

Chairman and Managing Director

DIN: 00017931

Date: May 22, 20 18

Place: Mumbai

ANNEXURE D DIRECTORS'' REPORT SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018

(Pursuant to section 204(1) of the companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members, Elegant Marbles and Grani Industries Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Elegant Marbles and Grani Industries Limited (Hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provides me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Elegant Marbles and Grani Industries Limited statutory registers, papers, minute books, forms and returns filed with the ROC and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31,2018 prima facie complied with the statutory provisions listed hereunder:

I have examined the statutory registers, papers, minutes books, forms and returns filed with the ROC and other records maintained by Elegant Marbles and Grani Industries Limited ("the Company") for the financial year ended on March 31,2018 according to the provisions of:

(i) The Companies Act, 2013 (theAct)andtherulesmadethereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent to Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings - Not Applicable to the Company during the Audit period;

(v) The following Regulations and Guidelines prescribed under Securities and Exchange Board of India Act, 1992 (SEBI Act): -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

•• Though the following laws are prescribed in the format of Secretarial Audit Report by the Government, the same were not applicable to the Company for the financial year ended 3 l!t March, 2018:-

(a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(b) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Regulation, 2014;

(c) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(d) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(e) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(vi) Based on the representation given by the Management of the Company, it is observed that there are no such laws which are specifically applicable to

the business of the Company. It is confirmed by the Management that the Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

(vii) I have also examined compliance with the applicable clauses of the following:

(a) The Listing Agreements entered into by company with BSE Limited Read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

(b) Secretarial Standards 1 &2issuedbyTheInstituteofCompanySecretariesofIndia.

During the period under review the Company has prima facie complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that:

I. I have not examine the financial statements and accuracy of financial figures for, Sales Tax, Value Added Tax, Related Party Transactions, Provident Fund, ESIC, etc. as disclosed under financial statements, hid AS 24 & note on foreign currency transactions during our audit period. I rely on observation & qualification if any made by statutory auditor''s of the company in his report.

II. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There were no changes in the composition of the Board of Directors during the period under review.

III. As per the information provided prima facie adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

IV. As per the information provided majority decision is carried through while the dissenting members'' views are captured and recorded as part of the minutes.

V. There are prima facie adequate systems & processes in the Company commensurate with the size & operations of the Company to monitor & ensure compliance with applicable laws, rules, regulations & guidelines.

VI. The management is responsible for compliances of all business laws. This responsibility includes maintenance of statutory registers/records required by the concerned authorities and internal control of the concerned department and we have relied on that.

VII. During the audit period the Company has Buy Back its 8,40,000 (Eight lakh forty thousand only) fully paid-up equity shares efface value of Rs. 10 each, representing 18.67% of the total number of equity shares.

VIII. The Company had passed the Special Resolution for making Investments as described therein pursuant to the Section 186 of the Companies Act, 2013 for an aggregate limit not exceeding Rs. 200 crores, which does not specified mention the group / name of Companies.

I further report that:

1. Maintenance of Secretarial record is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these Secretarial Records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in the Secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. Where ever required, I have obtained the Management representation about the compliance of Laws, Rules and Regulations and happening of events etc.

4. The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations, Standards is the responsibility of the Management. My examination was limited to the verification of procedures on test basis.

5. The Secretarial Audit report is neither an assurance as to the future viability of the company nor the efficacy or effectiveness with which the Management has conducted the affairs of the company.

Virendra Bhatt

ACS No - 1157

COP No - 124

Place: Mumbai

Date: May 22, 2018

ANNEXURE E TO DIRECTORS'' REPORT

Information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

I. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Name of Directors

Ratio to median

Shri Raj esh Agrawal - Chairman and Managing Director

20.41

Shri Rakesh Agrawal - Managing Director

20.41

Non-Executive Directors received no remuneration, except sitting fees for attending Board/ Committee meetings. The details of sitting fees paid to Non-Executive Directors is provided in Corporate Governance Report.

II. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

There was no change in the remuneration of Directors. The percentage increase in the remuneration of Chief Financial Officer is 11.46%. The Company Secretary was appointed during the year and hence the percentage increase is not comparable.

III. The median remuneration of employees in the financial year 2017-18:

The median remuneration of the employees of the Company during the financial year was ? 1,69,000. hi computing the median aforesaid, the financial details of employees serving for not less than 12 months is taken into consideration.

IV. The number of permanent employees on the rolls of Company as on March 31,2018: 52 employees.

V. Average percentile increase already made in the salaries of the employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The Average percentile increase is 5% and there is no change in Managerial Remuneration.

VI. Affirmation that the remuneration is as per the remuneration policy of the Company:

Pursuant to Rule 5(l)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014, it is affirmed that the remuneration paid is as per its remuneration policy. The particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as none of the employees draw salary in excess of the limits prescribed under the Act. The Report and the Accounts are being sent to the Members excluding the statement containing the names of top ten Employees in terms of Remuneration drawn. In terms of Section 13 6 of the Act, the details of top ten Employees are open for its Inspection at the Registered Office of the Company. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary.

For and on behalf of the Board of Directors Elegant Marbles and Grani Industries Limited

Raj esh Agrawal

Chairman and Managing Director

DIN: 00017931

Date: May 22, 2018

Place: Mumbai

ANNEXURE F TO DIRECTORS'' REPORT Form No. MGT-9

EXTRACT OF ANNUAL RETURN as on the Financial Year ended on 31st March, 2018

[Pursuant to Section 92(3) of the Companies act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

1. REGISTRATION AND OTHER DETAILS :

CIN

L14101RJ1984PLC003134

Registration Date

November 05, 1984

Name of the Company

Elegant Marbles and Grani Industries Limited

Category / Sub-Category of the Company

Company Limited by Shares

Address of the Registered Office and Contact Details

E-7/9, RIICO Industrial Area, Abu Road, Rajasthan. Telfax No.: 022-24960771 E-mail : [email protected] Web : www.elegantmarbles.com

Whether listed Company

Yes

Name, Address and Contract details of Registrar and Transfer Agent, if any:

Universal Capital Securities Pvt. Ltd. 21, Shakil Niwas, Mahakali Caves Road, Andheri (East), Mumbai - 400 093. Telephone : 022-2820 7203 Fax : 022-28207207 Website : www.unisec.in E-mail : [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:

SL. NO.

NAME AND DESCRIPTION OF MAIN PRODUCTS / SERVICES

NIC CODE OF THE PRODUCT / SERVICE*

% TO TOTAL TURNOVER OF THE COMPANY

1

Cutting, Shaping and Finishing of Stone (Particularly Manufacturer, Exporter & Importer of Quality Granites & Marbles

23960

100%

* As per National Industrial Classification-2008, Ministry of Statistics and Programme Implementation.

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SL. NO.

NAME AND ADDRESS OF THE COMPANY

CIN/GLN

HOLDING/ SUBSIDIARY/ ASSOCIATE

% of shares held

Applicable Section

1.

N.A.

N.A.

N.A.

N.A.

N.A.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year (i.e. April 1, 2017)*

No. of Shares held at the end of the year (i.e. March 31, 2018)*

% Change during the year

Demat

Physical

Total

%of Total Shares

Demat

Physical

Total

%of Total Shares

A. Promoters

(1) Indian

a) Individual/HUF

32,52,400

-

32,52,400

72.28

25,95,176

25,95,176

70.91

(1.37)

b) Central Govt

-

-

-

-

-

c) State Govt (s)

-

-

-

-

-

-

-

-

-

d) Bodies Corp.

-

-

-

-

-

-

-

-

-

e) Banks / FI

-

-

-

-

-

f) Any Other....

-

-

-

-

-

-

-

-

-

Sub-total (A) (1):-

32,52,400

-

32,52,400

72.28

25,95,176

-

25,95,176

70.91

(1.37)

(2) Foreign

a) NRIs - Individuals

-

-

-

-

-

b) Other — Individuals

-

-

-

-

-

-

-

-

-

c) Bodies Corp.

-

-

-

-

-

-

-

-

-

d) Banks / FI

-

-

-

-

-

e) Any Other

-

-

-

-

-

Sub-total (A) (2):-

-

-

-

-

-

-

-

-

-

Total shareholding of Promoter (A) = (A)(1) (A)(2)

32,52,400

-

32,52,400

72.28

25,95,176

-

25,95,176

70.91

(1.37)

B. Public Shareholding

1 . Institutions

a) Mutual Funds

-

-

-

-

-

-

-

-

-

b) Banks / FI

-

600

600

0.01

-

600

600

0.02

0.01

c) Central Govt

-

-

-

-

-

d) State Govt(s)

-

-

-

-

-

e) Venture Capital Funds

-

-

-

-

-

-

-

-

-

f) Insurance Companies

-

-

-

-

-

-

-

-

-

g) FIIs

-

-

-

-

-

h) Foreign Venture Capital Funds

-

-

-

-

-

i) Others

-

-

-

-

-

-

-

-

-

Sub-total (B)(l):-

-

600

600

0.01

-

600

600

0.02

0.01

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year (i.e. April 1, 2017)*

No. of Shares held at the end of the year (i.e. March 31, 2018)''

% Change during the year

Demat

Physical

Total

%of Total Shares

Demat

Physical

Total

%of Total Shares

2. Non-Institutions

a) Bodies Corporate

i) Indian

2,41,771

2,100

2,43,871

5.42

2,06,811

700

2,07,511

5.67

0.25

ii) Overseas

-

-

-

-

-

-

-

-

-

b) Individuals

i) Individual shareholders holding nominal share capital upto ? 1 lakh

3,29,337

67,010

3,96,347

8.81

2,20,173

45,722

2,65,895

7.27

(1.54)

ii) Individual shareholders holding nominal share capital in excess of ? 1 lakh

5,44,161

_

5,44,161

12.09

5,19,563

_

5,19,563

14.20

2.11

c) Others

i) Clearing members

9,758

-

9,758

0.22

33,891

-

33,891

0.93

0.71

ii) NRI/OCBs

3,156

3,156

0.07

1,597

-

1,597

0.04

(0.03)

iii) HUF

49,707

49,707

1.11

14,867

-

14,867

0.41

(0.7)

iv) IEPF Authority

-

20,900

-

20,900

0.57

0.57

Sub-total (B)(2):-

11,77,890

61,110

12,47,000

27.71

10,17,802

46,422

10,64,224

29.08

1.37

Total Public Shareholding (B)=(B)(1) (B)(2)

11,77,890

69,710

12,47,600

27.72

10,17,802

47,022

10,64,824

29.09

1.37

C. Shares held by Custodian for GDRs & ADRs

-

-

-

Grand Total (A B C)

44,30,290

69,710

45,00,000

100

36,12,978

36,60,000

100

0

* Calculated on the basis of Pre-Buyback No. of equity shares of the Company as on April 01, 2017 $ Calculated on the basis of Post-Buyback No. of equity shares of the Company as on March 31, 2018

(ii) Shareholding of Promoters

Sr. No.

Shareholder''s Name

Shareholding at the beginning of the year i.e. April 01, 2017

Shareholding at the end of the year i.e. March 31, 2018

% change in share holding during the year

No. of Shares

% of total Shares of the company *

% of Shares Pledged/ encumbered to total shares

No. of Shares

% of total Shares of the company*

% of Shares Pledged/ encumbered to total shares

1

Alka Agrawal

5,45,000

12.11

-

4,21,745

11.52

-

(0.59)

2

Divya Agrawal

5,25,000

11.67

-

4,03,345

11.02

-

(0.65)

3

Gita Agrawal

2,70,000

6.00

-

2,21,847

6.06

-

0.06

4

Indu Agrawal

15,600

0.35

-

15,600

0.43

-

0.08

5

Rajesh Agrawal

10,06,800

22.37

-

8,20,047

22.41

-

0.04

6

Rakesh Agrawal

8,90,000

19.78

-

7,12,592

19.47

-

(0.31)

TOTAL

32,52,400

72.28

-

25,95,176

70.91

-

(1.37)

* Calculated on the basis of Pre-Buyback No. of equity shares of the Company as on April 01, 2017 $ Calculated on the basis of Post-Buyback No. of equity shares of the Company as on March 31, 2018

(iii) Change in Promoters'' Shareholding

Sr. No.

Particulars

Shareholding at the beginning of the year i.e. April 01, 2017

Increase / Decrease

Cumulative Shareholding at the end of the year i.e. March 31, 2018

No. of Shares

% of total Shares of the company *

No. of Shares

No. of Shares

% of total shares of the company*

1

Alka Agrawal

5,45,000

12.11

-

-

-

Buyback of shares on March 26, 20 1 8

-

-

(1,23,255)

4,21,745

11.52

2

Divya Agrawal

5,25,000

11.67

-

-

-

Buyback of shares on March 26, 20 1 8

-

-

(1,21,655)

4,03,345

11.02

3

Gita Agrawal

2,70,000

06.00

-

-

-

Buyback of shares on March 26, 20 1 8

-

-

(48,153)

2,21,847

6.06

4

Indu Agrawal

15,600

0.35

-

-

-

Buyback of shares on March 26, 20 1 8

-

-

0

15,600

0.43

5

Rajesh Agrawal

10,06,800

22.37

-

-

-

Buyback of shares on March 26, 20 1 8

-

-

(1,86,753)

8,20,047

22.41

6

Rakesh Agrawal

8,90,000

19.78

-

-

-

Buyback of shares on March 26, 20 1 8

-

-

(1,77,408)

7,12,592

19.47

* Calculated on the basis of Pre-Buyback No. of equity shares of the Company as on April 01, 2017 $ Calculated on the basis of Post-BuybackNo. of equity shares of the Company as on March 31, 2018

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

Sr. No.

Particulars

Shareholding at the beginning of the year i.e. April 01, 2017

Date

Increase / Decrease in Shareholding

Reason

Cumulative Shareholding at the end of the year i.e. March 31, 2018

No. of Shares

% of total Shares of the company *

No. of Shares

% of total shares of the company*

1

Clairvoyance Energy Private Limited

1,11,306

2.47

-

No change

-

1,11,306

3.04

2

Raxa Mayur Parikh

1,10,000

2.44

19.01.2018

(60,000)

Transfer

50,000

1.37

16.03.2018

(15,000)

Transfer

35,000

0.96

30.03.2018

3,035

Transfer

38,035

1.04

31.03.2018

38,035

1.04

3

Mayur Rajendrabhai Parikh

1,10,000

2.44

29.12.2017

(10,037)

Transfer

99,963

2.73

05.01.2018

(4,874)

Transfer

95,089

2.6

12.01.2018

(1,741)

Transfer

93,348

2.55

19.01.2018

(43,348)

Transfer

50,000

1.37

16.03.2018

(15,000)

Transfer

35,000

0.96

30.03.2018

3,035

Transfer

38,035

1.04

31.03.2018

38,035

1.04

4

Sapna Niraj Ved

1,10,000

2.44

-

No change

-

1,10,000

3.01

5

Niraj Mansukhlal Ved

1,10,000

2.44

-

No change

-

1,10,000

3.01

6

Ssk Scripts PvtXtd

87,249

1.94

-

No change

-

87,249

2.38

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

Sr. No.

Particulars

Shareholding at the beginning of the year i.e. April 01, 2017

Date

Increase / Decrease in Shareholding

Reason

Cumulative Shareholding at the end of the year i.e. March 31, 2018

No. of Shares

% of total Shares of the company *

No. of Shares

% of total shares of the company*

7

Subramanian P

71,544

1.59

14.04.2017

(374)

Transfer

71,170

1.94

31.03.2018

71,170

1.94

8

Value Rock Broking Services Private Limited

29,000

0.64

14.04.2017

(29,000)

Transfer

0

0

31.03.2018

0

0

9

K A Gandhi (HUF)

23,000

0.51

22.12.2017

(23,000)

Transfer

0

0

31.03.2018

0

0

10

Nalini Sandeep Nemani

17,617

0.39

-

No change

-

17,617

0.48

11

Mita Deepak Shah

0

0

14.04.2017

28,187

Transfer

28,187

0.77

28.04.2017

19,402

Transfer

47,589

1.3

12.05.2017

2,411

Transfer

50,000

1.37

19.05.2017

625

Transfer

50,625

1.38

26.05.2017

2,000

Transfer

52,625

1.44

16.06.2017

1,000

Transfer

53,625

1.47

31.03.2018

-

-

53,625

12

Varsha Ramesh Parikh

0

0

14.04.2017

2,000

Transfer

2,000

0.05

28.04.2017

9,615

Transfer

11,615

0.32

05.05.2017

583

Transfer

12,198

0.33

12.05.2017

5,056

Transfer

17,254

0.47

19.05.2017

1,193

Transfer

18,447

0.5

26.05.2017

4,000

Transfer

22,447

0.61

09.06.2017

1,532

Transfer

23,979

0.66

07.07.2017

1,500

Transfer

25,479

0.70

14.07.2017

1,065

Transfer

26,544

0.73

21.07.2017

1,118

Transfer

27,662

0.76

28.07.2017

1,297

Transfer

28,959

0.79

11.08.2017

624

Transfer

29,583

0.81

18.08.2017

500

Transfer

30,083

0.82

13.10.2017

996

Transfer

31,079

0.85

27.10.2017

1,784

Transfer

32,863

0.90

03.11.2017

8

Transfer

32,871

0.90

10.11.2017

46

Transfer

32,917

0.90

17.11.2017

50

Transfer

32,967

0.90

24.11.2017

2,013

Transfer

34,980

0.96

02.02.2018

1,895

Transfer

36,875

1.01

09.02.2018

125

Transfer

37,000

1.01

16.02.2018

748

Transfer

37,748

1.03

02.03.2018

815

Transfer

38,563

1.05

31.03.2018

38,563

1.05

13

Greshma Finvest Private Limited

1,524

0.03

14.04.2017

29,000

Transfer

30,524

0.83

31.03.2018

30,524

0.83

* Calculated on the basis of Pre-Buyback No. of equity shares of the Company as on April 01, 2017 $ Calculated on the basis of Post-Buyback No. of equity shares of the Company as on March 31, 2018

(v) Shareholding of Directors and Key Managerial Personnel:

Sr. No.

Details of each of the Directors and KMP

Shareholding at the beginning of the year i.e. April 01, 2017

Cumulative Shareholding at the end of the year i.e. March 31, 2018

No. of Shares

% of total shares of the Company

No. of Shares

% of total shares of the Company*

1

Shri Rajesh Agrawal - Chairman and Managing Director

10,06,800

22.37*

-

-

Buyback of shares on March 26, 2018

(1,86,753)

0.04

8,20,047

22.41

2

Shri Rakesh Agrawal - Managing Director

8,90,000

19.78*

-

-

Buyback of shares on March 26, 2018

(1,77,408)

(0.31)

7,12,592

19.47

3

Ms. Yogita Agrawal - Non Executive Woman Director

-

-

-

-

4

Shri Raj Kumar Mittal - Non Executive Independent Director

-

-

-

-

5

Shri Ram Chawla - Non Executive Independent Director

-

-

-

-

6

Shri Om Parkash Singal - Non Executive Independent Director

-

-

-

-

7

Shri Hitesh Kothari - Chief Financial Officer (KMP)

-

-

-

-

8

Ms. Sneha Valeja - Company Secretary (KMP)

-

-

-

-

* Calculated on the basis of Pre-Buyback No. of equity shares of the Company as on April 01, 2017 S Calculated on the basis of Post-Buyback No. of equity shares of the Company as on March 31, 2018

V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits Unsecured Loans Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

NIL

NIL

Total (i ii iii)

NIL

NIL

Change in Indebtedness during the financial year

• Addition • Reduction

NOT APPLICABLE

Net Change

NIL

Indebtedness at the end of the financial year

i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

NIL

NIL

Total (i ii iii)

NIL

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ( Rs in lakhs)

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sr. No.

Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount

SHRI RAJESH AGRAWAL

SHRI RAKESH AGRAWAL

1

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (In Rupees)

30.00

30.00

60.00

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (In Rupees)

4.50

4.50

9.00

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

-

-

-

2

Stock Option

-

-

-

3

Sweat Equity

-

-

-

4

Commission - as % of profit - others, specify. . .

-

-

-

5

Others, please specify

-

-

-

Total

34.50

34.50

69.00

B. Remuneration to Other Directors ( Rs in lakhs)

Sr. No.

Particulars of Remuneration

Name of Directors

Total Amount

Independent Directors

Shri Ram Chawla

Shri Rajkumar Mittal

Shri Om Prakash Singal

1

Fee for attending Board / Committee meetings

0.55

0.55

0.40

1.50

Commission

-

-

-

-

Others

-

-

-

-

TOTAL (1)

0.55

0.55

0.40

1.50

Other Non-Executive Directors

Ms. Yogita Agrawal

2

Fee for attending Board / Committee meetings

0.15

-

-

0.15

Commission

-

-

-

-

Others, please specify

-

-

-

-

TOTAL (2)

0.15

-

-

0.15

TOTAL(l 2)

1.65

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD ( Rs. in lakhs)

Sr. No.

Particulars of Remuneration

Key Managerial Personnel

Shri Hitesh Kothari Chief Financial Officer

Ms. Sneha Valeja Company Secretary*

Ms. Heena Ajay Joshi*

1

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (In Rupees)

5.35

2.05

1.14

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

0

0

0

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

0

0

0

2

Stock Option

N.A.

N.A.

N.A.

3

Sweat Equity

N.A.

N.A.

N.A.

4

Commission - as % of profit - others, specify. . .

-

-

-

5

Others

-

-

-

TOTAL

5.35

2.05

1.14

* Appointed as Company Secretary w.e.f. September 12, 2017 $ Resigned as Company Secretary w.e.f. August 16, 2017.

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES

Type

Section of the Brief Description Details of Penalty/ Authority [RD / Appeal made, if any Companies Act Punishment/ NCLT/ COURT] (give Details) Compounding fees imposed

A. COMPANY

Penalty

NONE

Punishment

Compounding

B. DIRECTORS

Penalty

NONE

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

NONE

Punishment

Compounding


Mar 31, 2017

The Members,

The Directors have pleasure in submitting their Thirty- Second Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2017.

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 Ended 31.03.2017

For the Year Ended 31.03.2016

( Rs. in Lacs)

(( Rs. in Lacs)

INCOME

Revenue from Operations

2821.81

3026.03

Other Income

668.16

701.64

TOTAL

3489.97

3727.67

Profit for the year before taxes

800.69

794.54

Tax expense:

(1) Current Tax

(175.00)

(147.00)

(2) Deferred tax (Net)

1.74

1.52

(3) Previous years income tax

(4.13)

-

Profit for the year after taxes

623.31

649.06

Add : Profit brought forward

3500.97

3020.56

Profit available for appropriation

4124.28

3669.62

Appropriations :

Dividend

-

90.00

Corporate Dividend tax

-

18.65

Transferred to General Reserve

60.00

60.00

TOTAL

60.00

168.65

Surplus carried to balance sheet

4064.28

3500.97

2. DIVIDENDS

With a view to conserving internal resources your Directors have decided not to declare any Dividends this year.

3. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

(a) UNCLAIMED DIVIDEND

The Company has transferred sum of '' 75,270/- pertaining to the final dividend amount for the year ended 31st March, 2009, during the financial year 2016-17 to the Investor Education and Protection Fund established by the Central Government, in compliance with Section 125 of the Companies Act, 2013 read along with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

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

(b) SHARES OF UNCLAIMED DIVIDEND

Pursuant to Section 124 & 125 of Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and amendments made there under, Company is mandated to transfer shares in respect of which dividend is not claimed for seven consecutive years to IEPF DEMAT Account maintained by authority.

In compliance with the requirements as set out in the rules as mentioned above, advertisements were published in Newspapers and letters were sent to shareholders requesting them to encash the unclaimed dividend amounts lying with the company in respect of financial years 2009-10 to 2015-16 latest by 30th April, 2017.

For the aforesaid purpose of transferring shares to IEPF Demat Account maintained by authority, Company will follow the below mentioned guidelines:

In case of Physical Shares: By following the procedure of transmission of shares by operation of law and thereafter informing depository by way of corporate action to convert the physical shares into Demat form for effecting transfer of shares in favour of the fund.

In case of Dematerialized shares: Informing depository by way of corporate action to transfer shares in favour of the fund from respective Demat accounts of shareholders.

In order to save transfer of shares to IEPF Demat account in future, Members are requested to encash the unclaimed dividend amounts lying with Company against their respective folios. Upon transferring the shares to IEPF Demat account, no claim shall lie against the Company and the Member needs to address an application to Central Government as per the guidelines displayed on Website of the Company (www.elegantmarbles.com).

4. STATE OF THE COMPANY AFFAIRS

Sales Income

Sales Income for the year ended 31st March, 2017 amounted to Rs. 2821.81 lacs as against Rs. 3026.03 lacs for the previous year. Sales were affected largely due to the uncertainty prevailing post Demonetization and also buyers postponing their decision to buy homes as awaiting the new RERA implementation .The Management however views this phenomenon as a short term blip and is optimistic of growth at a faster rate in the years to come looking to the buoyancy in the market sentiments and attractive real estate prices.

Profits

The Company has earned Profit after tax of Rs. 623.31 lacs for the year ended 31st March 2017 as against Rs. 649.06 lacs for the previous year. Yours share in the Company now commands a healthy book value of Rs. 154 and the EPS stands at Rs. 13.85 per share for the year 2016-2017.

5. BUSINESS OVERVIEW

Your Company continues to maintain its reputation as one of the most reputed manufacturers & providers of choicest and exclusive range of Indian & Imported Marbles & 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 and accepting the changing customer demands and aspirations. Online marketing assisted the Company to strive in the world of e-commerce keeping watch on customers buying habits, expansion of market for niche products, Inventory Management and various other benefits thereby targeting the untapped online market in order to enhance the top line and revenue by achieving economies of scale.

Aggressive marketing and rational utilization of resources by the management of the Company has been an ongoing process as usual.

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.

The Company has also gained and maintained a reputation for importing and distributing only the highest quality stone while providing clients with personalized, detailed attention in selecting the right material for their projects.

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. CURRENT YEAR

During the year, Your Company’s passion for producing the best stone surfaces has resulted in developing a strong brand connects with its customers across the country. Further, the Company’s ability in manufacturing quality products across price-point has enabled it to become a strong player in the industry. It is this fusion of passion and capability that has empowered us to meet our goals even during challenging times. 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 increasingly optimistic that the effective measures initiated by the Government for the development of housing and infrastructure industry, demand would spurt for the Company’s products 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

The Company has in place a Risk Management Policy, pursuant to Section 134 of the Act. This robust Risk Management framework enables identification and evaluation of business risks and opportunities, seeks to create transparency, minimize adverse impact on business objectives and enhance the Company’s competitive advantage.

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 as a responsible citizen of India continues to be committed to its responsibility to adhere to the highest standards of Corporate Social Responsibility. We believe with conviction that economic growth and sustainable communities go hand-in-hand while creating value for our stakeholders.

The Company continues to implement the Corporate Social Responsibility initiatives during the year under review in alignment with the need of the times and the National Theme of the Prime Minister Mr. Narendra Modi of “BETI PADHAO BETI BACHAO” by contributing further 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 the same is https://elegantmarbles.com/wp-content/uploads/2016/01/Related-Party-Transactions-Policy.pdf

13. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Shri Virendra G. Bhatt, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the year ended 31st March, 2017. The Secretarial Audit Report is attached as Annexure C.

The Auditors’ Report and the Secretarial Audit Report for the financial year ended 31st March, 2017 do not contain any qualification, reservation, adverse remark or disclaimer.

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 Board’s Report for the year ended 31st March, 2017 is attached as Annexure E and the same can be accessed in the manner as provided under Section 136 of the Companies Act, 2013. Any Member 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 32nd 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. 102 lacs per annum or Rs. 8.50 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 SEBI (LODR) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

. 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 will 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 (NSDL) 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 Director being re-appointed and has noted that the Director is not disqualified under Section 164(2) ofthe Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

25. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Resignation of Company Secretary

Ms. Reshma Ramchandani, Company Secretary and Compliance Officer, being the Key Managerial Personnel of the Company resigned with effect from the closing hours of 19th May, 2016 due to personal reasons.

ii) Appointment of Company Secretary

Ms. Heena Ajay Joshi, a member of Institute of Company Secretaries of India has been appointed as Company Secretary and Compliance Officer of the Company with effect from the 3rd November, 2016.

iii) Retirement by Rotation

In accordance with the provisions of Section 152 of the Act and in terms of Article 98 of the Articles of Association of the Company, 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 and as per the SEBI (LODR) Regulations, 2015.

27. STATUTORYAUDITORS

At the Annual General Meeting (AGM) of the Company held last year, pursuant to the provisions of the Act and the Rules made there under, M/s SDBA & Co, Chartered Accountants, were appointed as Statutory Auditors of the Company from the conclusion of the 31st AGM held on 19th July, 2016 till the conclusion of the 34th AGM to be held in the year 2019, subject to ratification of their appointment at the AGM to be held in 2017. Members are requested to consider the ratification of the appointment of M/s SDBA &Co and authorize the Board of Directors to fix their remuneration. M/s SDBA &Co have submitted a certificate, confirming that their appointment, if ratified, will be in accordance with Section 139 read with 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) Rules, 2014 and amendments made there under as the turnover of the Company as whole does not exceed Rs. 100 Crores and Rs. 35 Crores in respect of any specific product for the Financial Year ended 2016-17.

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 BSE Limited, Mumbai. The Company confirms that it has paid annual listing fees due to the stock exchange for the year 2017-2018 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 AND ADEQUACY

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 Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 SDBA &Co, Chartered Accountants, from the Statutory Auditors of the Company regarding compliance of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 2017, 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 32 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 Directors

Elegant Marbles and Grani Industries Limited

Rajesh Agrawal

Chairman and Managing Director

Date: 26th May, 2017 (DIN : 00017931)

Place: Mumbai


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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