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Directors Report of Himalaya Granites Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting the 27th Annual Report on the business and operations of the Company and the Audited Financial Statement of the Company for the financial year ended March 31, 2015.

FINANCIAL HIGHLIGHTS : (amount in Rs )

Particulars 2014-15 2013-14

Revenue from Operation 1,99,900.00 1,47,400.00

Other Income 90,55,258.00 77,80,355.00

Profit/(Loss) before Finance Cost, 14,77,088.00 9,18,654.00 useful lives of tangible and Tax Expenses Less :

a) Finance Cost - -

b) Depreciation & Amortization 18,60,576.00 20,35,211.00 Expenses

Profit/(loss) Before Tax (3,83,488.00) (11,16,557.00)

Provision for Tax - -

Income Tax for earlier years (40,08,580.00) -

Deferred Tax Release 20,45,791.00 1190090.00

Profit/(loss) for the year (23,46,277.00) 73,533.00

Balance Brought Forward from (1,64,87,381.00) (1,65,60,914.00) earlier years

Adjustment of depreciation on (43,40,421.00) - reassessment of useful lives of tangible assets

Balance carried to Balance Sheet (2,31,74,079.00) (1,64,87,381.00)

STATE OF AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK

During the year under review, your Company continued to let out part of its factory shades and office space. Further, in accordance with the approval of the members under Section 293(1)(a) of the Companies Act, 1956 obtained vide resolution passed through postal ballot on 29th December, 2009, the Company is in the process of selling out the plant and machinery of the Unit situated at Panchalam Village, Melpettai Post, Tindivanam, Tamilnadu - 604 307. The closure of the Company's unit has posed a challenge for the Company to resume operation. Your directors are exploring alternate avenues to make the Company operative.

DIVIDEND

In view of the losses during the period under review, your Board of Directors are unable to recommend any dividend.

SUBSIDIARIES

Your Company had no subsidiaries during the year under review.

TRANSFER TO GENERAL RESERVE

In view of the accumulated losses, no transfer is proposed to the General Reserve.

DIRECTORS

Your Company has received declarations from the Independent Directors Mr. Mahesh Kumar Malpani, Mr. Beni Gopal Saraf and Mr. Pradip Manharlal Domadia confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and other applicable laws.

During the year under review, the Board has appointed Ms. Mathangi Ramanujam (DIN: 07095686) as Additional Director (woman director) of the Company w.e.f. 13th February, 2015. She holds office as additional director up to the ensuing Annual General Meeting of the Company. The Company has received a notice in writing together with requisite deposit of Rs. 1 Lakh under Section 160 of the Companies Act, 2013, from a member of the Company proposing her candidature for the office of a director liable to retire by rotation.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ramesh Kumar Haritwal (DIN: 01486666), Managing Director & CEO of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

None of the directors of your Company is disqualified under the provisions of Section 164(2)(a) & (b) of the Companies Act, 2013.

CHANGES IN SHARE CAPITAL

During the year under review, there was no change in the Share Capital of the Company.

KEY MANAGERIAL PERSONNEL

Mr. Ramesh Kumar Haritwal, Managing Director & CEO is the only Key Managerial Personnel of the Company. There was no appointment or resignation of Key Managerial Personnel during the year under review.

MEETINGS OF THE BOARD

During the financial year ended 31st March, 2015, four (4) meetings of the Board of Directors of the Company were held on 30th May 2014, 13th August 2014, 14th November 2014 and 13th February 2015. The Composition of the Board of Directors and their attendance at the Board Meetings during 2014-15 are as below:

Name of the directors Category of No. of and Director Directorship Board Meetings Identification Number (DIN) Held Attended

Mr. Saurabh Mittal Non-Executive Chairman, 4 1 (DIN 00273917) Promoter Director

Mr. Ramesh Kumar Haritwal Managing Director & CEO 4 4 (DIN 01486666)

Mr. Beni Gopal Saraf Non-Executive- 4 4 (DIN 00267858) Independent Director

Mr. Mahesh Kumar Malpani Non-Executive- 4 4 (DIN 02603222) Independent Director

Mr. Pradip Manharlal Non- Executive- 4 4 Domadia (DIN 05292129) Independent Director

Ms. Mathangi Ramanujam Non-Executive Director 4 1 (DIN 07095686)

PERFORMANCE EvALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Equity Listing Agreement, the Independent Directors have evaluated the performance of non-independent directors, chairperson of the Company after considering the views of the other directors, board as a whole and assessed the quality, quantity and timely flow of information between the Company's management and the Board and the Nomination and Remuneration Committee also has carried out evaluation of performance of every director. On the basis of evaluation made by the Independent Directors and the Nomination and Remuneration Committee and by way of individual and collective feedback from the non-independent Directors, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board.

The following were the Evaluation Criteria :

a. For Independent Directors :

* Knowledge and Skills -Professional conduct

* Compliance with Code of Business Ethics and Code of Conduct of the Company, if any.

* Rendering independent and unbiased opinion

* Attendance and presence in meetings of Board and Committees

* Review of integrity of financial information and risk management

* Updation of skills and knowledge

* Raising of concerns, if any, to the Board

* Reporting of frauds, violation etc.

b. For Executive & Non- Executive Directors :

* Performance as Team Leader/Member.

* Evaluating Business Opportunity and analysis of Risk Reward Scenarios

* Sharing of Information with the Board

* Extent of participation during Board and Committee Meetings

* Whether executive directors were able to answer the queries raised by Independent Directors, if any.

* Compliance with Code of Business Ethics and Code of Conduct of the Company, if any.

* Review of integrity of financial information and risk management

* Raising of concerns, if any, to the Board

* Reporting of frauds, violation etc.

c. For Committees of the Board :

* Adequate and appropriate written terms of reference

* Whether the committees work in an 'inclusive' manner

* Effectiveness of the Board's Committees with respect to their role, composition and their interaction with the Board -Are the committees used to the best advantage in terms of management development, effective decision etc.

d. For Board of Directors :

* Setting of clear performance objectives and how well it has performed against them

* Contribution to the testing and development and strategy

* Composition of the board and its committees appropriate with the right mix of knowledge and skills sufficient to maximize performance in the light of future strategy

* Responding to the problems or crises that have emerged

* Relationship between Board and its Committees and between committees themselves

* Updation with latest developments in regulatory environments and the market in which the Company operates The Directors expressed their satisfaction with the evaluation process.

AUDIT COMMITTEE

The Audit Committee consists of two independent directors with Mr. Mahesh Kumar Malpani as Chairman and Mr. Beni Gopal Saraf as member and also one executive director Mr. Ramesh Kumar Haritwal, Managing Director & CEO as member. The Committee inter alia reviews the Internal Control System and reports of Internal Auditors and compliance of various regulations. The Committee also reviews the Financial Statements before they are placed before the Board. The detailed terms of reference of the Committee is provided herein below.

Terms of Reference for the Audit Committee are as follows:

Powers of the Audit Committee:

The Audit Committee shall have Powers, which should include the following:

* To investigate any activity within its terms of reference.

* To seek information from any employee.

* To obtain external, legal or other professional advice.

* To secure attendance of outsiders with relevant expertise, if it is considered necessary.

Role the Audit Committee:

The Role of the Audit shall include the following:

1. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors except those which are specifically prohibited;

4. Reviewing, with the management, and examination of the financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

i. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013

ii. Changes, if any, in accounting policies and practices and reasons for the same

iii. Major accounting entries involving estimates based on the exercise of judgment by management

iv. Significant adjustments made in the financial statements arising out of audit findings

v. Compliance with listing and other legal requirements relating to financial statements

vi. Disclosure of any related party transactions

vii. Qualifications in the draft audit report

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post- audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower mechanism;

19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

20. Carrying out any other function as may be referred to by the Board or mandated by regulatory provisions from time to time.

Review of information by the Audit Committee:

The Audit Committee shall mandatorily review the following information:

a. Management discussion and analysis of financial condition and results of operations;

b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

c. Management letters / letters of internal control weaknesses issued by the statutory auditors;

d. Internal audit reports relating to internal control weaknesses; and

e. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

Meetings and Attendance

During 2014-15, four (4) meetings of the Audit Committee were held on 30th May, 2014, 13th August, 2014, 14th November, 2014 and 13th February, 2015. The attendance of the directors at the Audit Committee Meetings during 2014-15 are as below:

Name of the Members Category No. of Meetings

Held Attended

Mr. Mahesh Kumar Malpani Non-executive - 4 4 Independent director

Mr. Ramesh Kumar Haritwal Executive- Non- 4 4 Promoter director

Mr. Beni Gopal Saraf Non-executive - 4 4 Independent director

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of three independent directors with Mr. Pradip Manharlal Domadia, as Chairman and Mr. Mahesh Kumar Malpani and Mr. Beni Gopal Saraf as members of the Committee. The terms of reference of the Committee is given below.

Terms of Reference for the Nomination and Remuneration Committee

1. To formulate criteria for:

a. determining qualifications, positive attributes and independence of a director;

b. evaluation of independent directors and the Board

2. To devise policies on remuneration including any compensation related payments of the directors, key managerial personnel and other employees and recommend the same to the board of the Company;

3. To identify persons who are qualified to:

a. become directors in accordance with the criteria laid down, and recommend to the Board the appointment and removal of directors;

b. be appointed in senior management in accordance with the policies of the Company and recommend their appointment to the HR Department and to the Board.

4. To carry out evaluation of the performance of every director of the Company.

5. To express opinion to the Board that a director possesses the requisite qualification(s) for the practice of the profession in case the services to be rendered by a director are of professional nature.

6. To carry out such other business as may be required by applicable law or delegated by the Board or considered appropriate in view of the general terms of reference and the purpose of the Nomination and Remuneration Committee.

Meetings and attendance:

During 2014-15, one (1) meeting of the Nomination & Remuneration Committee was held on 13th February, 2015. The attendance of the member directors at the Nomination & Remuneration Committee meeting during 2014-15 are as below:

Name of the Members Category No. of Meetings

Held Attended

Mr. Pradip Manharlal Domadia Non-executive - 1 1 Independent director

Mr. Mahesh Kumar Malpani Non-executive - 1 1 Independent director

Mr. Beni Gopal Saraf Non-executive - 1 1 Independent director

Summary of Remuneration Policy of the Company

The Board of Directors has adopted the remuneration policy at the recommendation of the Nomination and Remuneration Committee in compliance with Section 178 of Companies Act, 2013 and other applicable laws. This policy applies to all the "Executives" of the Company and is be valid for all employment agreements entered into after the approval of the Policy and for changes made to existing employment agreements thereafter. In keeping with the provisions of Section 178, the remuneration structure of the Company comprises of fixed remuneration (including fixed supplements), performance-based remuneration (variable salary) such as pension schemes, where applicable, other benefits in kind and severance payment, where applicable. Further, the Policy states that the non-executive directors and independent directors of the Company may receive remuneration only by way of fee and reimbursement of expenses for participation in meetings of the Board or Committee thereof and profit related commission, as may be permissible by the Applicable law. Additionally, the Policy also lays down the overall selection criteria for the Executives of the Company which is based on broad heads such as competencies, capabilities, compatibility, strong interpersonal skills, commitment among others. The Policy also entitles Executives to a severance fee.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee consists of two independent directors with Mr. Beni Gopal Saraf as Chairman and Mr. Mahesh Kumar Malpani as member of the Committee. The terms of reference of the Committee is given below;

Terms of Reference for the Stakeholder's Relationship Committee are as below:

i. To ensure proper and timely attendance and redressal of grievances of security holders of the Company in relation to:

a. Transfer of shares,

b. Non-receipt of annual reports,

c. Non-receipt of declared dividend,

d. All such complaints directly concerning the shareholders / investors as stakeholders of the Company; and

e. Any such matters that may be considered necessary in relation to shareholders and investors of the Company.

ii. Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;

iii. To review and / or approve applications for transfer, transmission, transposition and mutation of share certificates including issue of duplicate certificates and new certificates on split / sub-division / consolidation / renewal and to deal with all related matters.

iv. To review and approve requests of dematerialization and rematerialisation of securities of the Company and such other related matters;

v. Appointment and fixing of remuneration of RTA and overseeing their performance;

vi. Review the status of the litigation(s) filed by/against the security holders of the Company;

vii. Review the status of claims received for unclaimed shares;

viii. Recommending measures for overall improvement in the quality of investor services;

ix. Monitoring implementation and compliance with the Company's Code of Conduct for Prohibition of Insider Trading in pursuance of SEBI (Prohibition of Insider Trading) Regulations, 1992;

x. Review the impact of enactments/ amendments issued by the MCA/ SEBI and other regulatory authorities on matters concerning the investors in general;

xi. Such other matters as per the directions of the Board of Directors of the Company and/ or as required under Clause 49 of the Listing Agreements relating to Corporate Governance, as amended, from time to time.

During 2014-15, one meeting was held on 13th February, 2015, and the attendances of member directors were as follows:

Name of the Members Category No. of Meetings

Held Attended

Mr. Beni Gopal Saraf Non-executive - 1 1 Independent director

Mr. Mahesh Kumar Malpani Non-executive - 1 1 Independent director

The table below gives the number of complaints received, resolved and pending during the year 2014-15.

Number of complaints:

Received Resolved Pending

Nil Nil Nil

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and other applicable laws, a vigil mechanism or 'Whistle Blower Policy' for directors and employees to report genuine concerns has been established.

RISK MANAGEMENT

The Company is taking necessary steps to identify, assess, monitor and mitigate various risks to key business objectives. Major risks to be identified by the businesses and functions, if any, would be systematically addressed through mitigating actions on a continuing basis.

INTERNAL FINANCIAL CONTROLS wITH REFERENCE TO THE FINANCIAL STATEMENTS

The Directors had laid down internal financial controls procedures to be followed by the Company which ensure compliance with various policies, practices and statutes in keeping with the organization's pace of growth and increasing complexity of operations for orderly and efficient conduct of its business. The Audit Committee of the Board, from time to time, evaluated the internal financial control of the Company with regard to-

1. Systems have been laid to ensure that all transactions are executed in accordance with management's general and specific authorization. There are well-laid manuals for such general or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with management's general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified /checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company's policies.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review the compliance of the requirements of Section 135 of the Companies Act, 2013 was not applicable to the Company. Further, considering the financial and other factors, your company could not take any initiative in this regard.

RELATED PARTY TRANSACTIONS

Related party transactions that were entered into during the financial year were on arm's length basis and were in ordinary course of business. The particulars of material related party transactions which were entered into on arm's length basis are provided in Form AOC- 2 as required under section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 which is annexed herewith as Annexure-I. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134 (3) (c) of the Companies Act, 2013, the Directors state that:

a) In preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies as listed in Note 1 to the financial statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on 31st March, 2015 and of the profit of the Company for that period.

c) The directors have taken proper and sufficient care for 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 have prepared the annual accounts on a going concern basis; and

e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

MATERIAL CHANGES

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2015. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

PUBLIC DEPOSITS

During 2014-15, the Company did not invite or accept any deposits from the public and no such deposit was outstanding at the beginning of the year.

LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013, are given in the Financial Statement of the Company.

AUDITORS AND THEIR REPORT

(a) Statutory Auditors:

In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. D. Dhandaria & Company, Chartered Accountants, has been appointed as Statutory Auditors of the Company till the conclusion of 29th Annual General Meeting (AGM) for the financial year 2016-17, as approved by the members at their 26th Annual General Meeting held on 30th September, 2014. Further, pursuant to the requirement of Section 139 of the Companies Act, 2013, the appointment of Statutory Auditors is to be ratified by the members at every Annual General Meeting. Based on their declaration received by the Company under Section 139 and 141 of the Companies Act, 2013, they are eligible for the appointment. Members are requested to ratify their appointment for the financial year 2015-16.

(b) Secretarial Auditors:

The Board of Directors of the Company appointed Mr. Dilip Kumar Sarawagi, Practicing Company Secretary, Proprietor of M/s. DKS & Co., having office at 173, M.G. Road, 1st Floor, Kolkata - 700007, to conduct Secretarial Audit for the financial year ended 31st March, 2015. The Secretarial Audit Report in Form MR-3 for the financial year ended 31st March, 2015, is annexed herewith as Annexure-II.

(c) Cost Auditors:

Your Company was not required to appoint Cost Auditor for the financial year ending 31st March, 2015.

(d) Internal Auditor:

During the year under review, the Board of Directors has appointed M/s AS & Associates, Cost Accountants, as Internal Auditor of the Company to carry out internal audit of the Company.

RESPONSE TO AUDITORS' REMARKS

There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their report and hence no explanation or comments of the Board is required in this matter.

There is no qualification, reservation, adverse remark or disclaimer by the by the Secretarial Auditor in their Secretarial Audit Report except that the Secretarial Auditor has reported regarding non-appointment of Company Secretary and Chief Financial Officer by the Company as required under Section 203 of the Companies Act, 2013 and the Rules made thereunder. In respect of the said observation, it is stated that though, during the year under review, the Company has taken initiative to fill up the said vacancies caused by the resignation of the Chief Financial Officer and Company Secretary during the financial year 2010-11, considering the gloomy financial positions and business outlook of the Company it was not possible for the Company to employ suitable candidates for the said vacancies.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is provided in Form MGT- 9 as Annexure-III to this report.

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

Owing to closure of manufacturing facility of the Company, no step was taken by the Company towards Conservation of energy and Technology Absorption during the year under review. Further there was no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure-IV.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company to the Audit Committee or the Board of directors during the year under review.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION& REDRESSAL) ACT, 2013

No woman was in the employment of the Company during the year under review and hence the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibitions Redressal) Act 2013 was not applicable to the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY The REGuLATORS / COuRTS / TRIBuNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE

During the period under review, there were no significant and material orders passed by any regulator / court / tribunal impacting the going concern status and the Company's operations in future.

NON-APPLICABILITY OF CLAUSE 49 OF EQUITY LISTING AGREEMENT

Compliance with the provisions of the revised Clause 49 of the equity listing agreement, which has become effective 1st October, 2014, is not mandatory to your Company presently. In view of the same, the Corporate Governance Report and Management Discussion and Analysis Report are not provided.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks and appreciation for the continuing support of financial institutions, vendors, clients, investors, Central Government, State Governments, regulatory authorities and other stakeholders.

For and on behalf of the Board of Directors

Place : Kolkata Saurabh Mittal Date : May 30th, 2015 Non-Executive Chairman


Mar 31, 2014

Dear members,

The Directors present herewith the 26th Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS : (Rs. in Lacs)

Particulars 2013-14 2012-13

Revenue from Operation 1.47 2.52

Other Income 77.80 119.15

Profit/(Loss) before Finance Cost, 9.19 47.75 Depreciation & Amortization Expenses and Tax Expenses

Less :

a) Finance Cost - -

b) Depreciation & Amortization Expenses 20.35 24.33

Profit/(loss)Before Tax (11.16) 23.42

Provision for Tax - -

Deferred Tax Release 11.90 11.00

Profit/(loss)After Taxation 0.74 34.42

Balance Brought Forward from earlier years (165.61) (200.03)

Balance carried to Balance Sheet (164.87) (165.61)

REVIEW OF OPERATIONS

During the year under review, your Company continued to let out part of its factory shades. Further, in accordance with the approval of the members under Section 293(1)(a) of the Companies Act, 1956 obtained vide resolution passed through postal ballot on 29th December, 2009, the Company is in the process of selling out the plant and machinery of the Unit situated at Panchalam Village, Melpettai Post, Tindivanam, Tamilnadu - 604 307.

TRANSFER TO GENERAL RESERVE

In view of the accumulated losses, no transfer is proposed to the General Reserve.

DIVIDEND

Considering the gloomy prospects and financial position of the Company, your directors did not recommend any dividend.

DIRECTORS

Your Company has received declarations from the Independent Directors Mr. Mahesh Kumar Malpani, Mr. Beni Gopal Saraf and Mr. Pradip Manharlal Domadia confirming that they meet the criteria of independence as prescribed both under subsection (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange. None of the directors of your Company is disqualified under the provisions of Section 274(1)(g) of the Companies Act, 1956 and Section 164(2)(a) & (b) of the Companies Act, 2013.

Your Company has received requisite notices in writing from member(s) proposing Mr. Mahesh Kumar Malpani, Mr. Beni Gopal Saraf and Mr. Pradip Manharlal Domadia for appointment as Independent Directors for a term of 5 (five) consecutive years, not liable to retire by rotation. Mr. Saurabh Mittal, being a Non-Executive Promoter Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. With a view to ensure compliance with the provisions of the Companies Act, 2013, your Directors propose to change the terms of appointment of Mr. Ramesh Kumar Haritwal to make him a director liable to retire by rotation.

AUDITORS AND THEIR REPORT

M/s. D. Dhandaria & Company, Chartered Accountants, statutory auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company received a certificate from them to the effect that the re-appointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for such re-appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for further clarification.

COMPLIANCE CERTIFICATE

The compliance certificate for the year ended 31st March, 2014, in accordance with provisions of Section 383A (1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, is annexed to this report which being self-explanatory needs no comments.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

1) In preparation of the annual accounts, applicable accounting standards were followed.

2) The Directors had selected such accounting policies and applied them consistently and made reasonable and prudent judgments and estimates to provide a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for the financial year.

3) The Directors had taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the company''s assets and for preventing and detecting fraud and other irregularities.

4) The Directors had prepared the annual accounts on a going concern basis.

PUBLIC DEPOSITS

The Company did not invite or accept any deposits from the public under Section 58A of the Companies Act, 1956.

CORPORATE GOVERNANCE REPORT

A detailed report on Corporate Governance, pursuant to Clause 49 of the Listing agreement with the Stock Exchange, along with Auditors'' certificate on compliance with the mandatory recommendation on Corporate Governance, is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report, pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, for the year under review is given as a separate statement in the Annual Report.

CEO AND CFO CERTIFICATION

The CEO & CFO certificate as required under Clause 49 of the Listing Agreement signed by the Managing Director & CEO only is attached with the Annual Report. The Managing Director & CEO also gives quarterly certification on financial results while placing the financial results before the Board in terms of Clause 41 of the Listing Agreement.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Managing Director & CEO of the Company has given a declaration that all directors and the senior management personnel concerned have affirmed compliance with the code of conduct with reference to the year ended on 31st March 2014. The declaration is attached with the annual report.

PARTICULARS OF EMPLOYEES

The Company had no employee of the category indicated under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules,1975, as amended from time to time.

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

The particulars regarding conservation of energy, technology absorption, as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto and form part of this report. There was no foreign exchange earnings and outgo during the year under review.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their appreciation for the support and co-operation received from the Government of India, State Governments and Shareholders.

On behalf of the Board of Directors For Himalaya Granites Limited

Place : Kolkata Saurabh Mittal Dated : 30th May, 2014 Non-executive Chairman


Mar 31, 2013

The Directors present herewith the 25th Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS: (Rs. in Lacs)

2012-13 2011-12

Revenue from Operation 2.52 3.15

Other Income 119.15 56.92

Profit/(Loss) before Finance Cost, Depreciation & Amortization Expenses and Tax Expenses 47.75 (1.41)

Less :

a) Finance Cost - -

b) Depreciation & Amortization Expenses 24.33 28.29

Profit/(loss) Before Tax 23.42 (29.70)

Provision for Tax - -

Deferred Tax Release/(Provision) 11.00 10.48

Profit/(loss) After Taxation 34.42 (19.22)

Balance Brought Forward from earlier years (200.03) (180.81)

Balance carried to Balance Sheet (165.61) (200.03)



REVIEW OF OPERATIONS

During the year under review, your Company continued to let out part of its factory shades. Further, in accordance with the approval of the members under Section 293(1)(a) of the Companies Act, 1956 obtained vide resolution passed through postal ballot on 29th December, 2009, the Company is in the process of selling out the plant and machinery of the Unit situated at Panchalam Village, Melpettai Post, Tindivanam, Tamilnadu – 604 307.

TRANSFER TO GENERAL RESERVE

In view of the accumulated losses, no transfer is proposed to the General Reserve.

DIVIDEND

Considering the gloomy prospects and financial position of the Company, your directors did not recommend any dividend.

DIRECTORS

Mr. Beni Gopal Saraf, director of the Company, liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Your directors recommend the above re-appointment.

None of the directors of your company is disqualified as per the provisions of Section 274(1)(g) of the Companies Act, 1956.

AUDITORS AND THEIR REPORT

M/s. D.Dhandaria& Company, Chartered Accountants, Statutory Auditors of the company, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The company has received a certificate from the above Auditors to the effect that the re-appointment if made, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956.

The observations made in the Auditors'' Report are self-explanatory and therefore do not call for further comments.

COMPLIANCE CERTIFICATE

The compliance certificate for the year ended 31st March, 2013, in accordance with provisions of Section 383A (1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, is annexed to this report which being self-explanatory needs no comments.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

1) In preparation of the annual accounts, applicable accounting standards were followed.

2) The Directors had selected such accounting policies and applied them consistently and made reasonable and prudent judgments and estimates to provide a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the Company for the financial year.

3) The Directors had taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the company''s assets and for preventing and detecting fraud and other irregularities.

4) The Directors had prepared the annual accounts on a going concern basis.

PUBLIC DEPOSITS

The Company did not invite or accept any deposits from the public under Section 58A of the Companies Act, 1956.

CORPORATE GOVERNANCE REPORT

A detailed report on Corporate Governance, pursuant to Clause 49 of the Listing agreement with the Stock Exchange, along with Auditors'' certificate on compliance with the mandatory recommendation on Corporate Governance, is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report, pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, for the year under review is given as a separate statement in the Annual Report.

CEOANDCFO CERTIFICATION

The CEO& CFO certificate as required under Clause 49 of the Listing Agreement signed by the Managing Director & CEO only is attached with the Annual Report. The Managing Director & CEO also gives quarterly certification on financial results while placing the financial results before the Board in terms of Clause 41 of the Listing Agreement.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Managing Director & CEO of the Company has given a declaration that all directors and the senior management personnel concerned have affirmed compliance with the code of conduct with reference to the year ended on 31st March 2013. The declaration is attached with the annual report.

PARTICULARS OF EMPLOYEES

The Company had no employee of the category indicated under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules,1975, as amended from time to time.

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

The particulars regarding conservation of energy, technology absorption, as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto and form part of this report. There was no foreign exchange earnings and outgo during the year under review.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their appreciation for the support and co-operation received from the Government of India, State Governments and Shareholders.



On behalf of the Board of Directors

For Himalaya Granites Limited



Place : Kolkata Saurabh Mittal

Dated:30th May, 2013 Non-executive Chairman


Mar 31, 2012

The Directors present herewith the 24th Annual Report together with the Audited Accounts of your Company for the year ended 31 March, 2012.

FINANCIAL HIGHLIGHTS: (Rs. in Lacs)

2011-12 2010-11

Revenue from Operation 3.15 3.57

Other Income 56.92 8.79

Profit/(Loss) before Finance Cost, Depreciation & Amortization Expenses and Tax Expenses (1.41) (69.87)

Less :

a) Finance Cost - 0.02

b) Depreciation & Amortization Expenses 28.29 30.51

Profit/(loss) Before Tax (29.70) (100.40)

Provision for Tax - -

Deferred Tax Release/(Provision) 10.48 11.88

Profit/(loss) After Taxation (19.22) (88.52)

Balance Brought Forward from earlier years (180.81) (92.29)

Balance carried to Balance Sheet (200.03) (180.81)

REVIEW OF OPERATIONS

During the year under review, your Company continued to let out part of its factory shades. Further, in accordance with the approval of the members under Section 293(1)(a) of the Companies Act, 1956 obtained vide resolution passed through postal ballot on 29.12.2009, the Company is in the process of selling out the plant and machinery of the Unit situated at Panchalam Village, Melpettai Post, Tindivanam, Tamilnadu - 604 307.

TRANSFER TO GENERAL RESERVE

In view of the losses incurred, no transfer is proposed to the General Reserve.

DIVIDEND

Due to loss during the year under review, your directors are unable to recommend any dividend.

DIRECTORS

Pursuant to provisions of Section 260 of the Companies Act, 1956 and Article 135 of Articles of Association of the Company Mr. Pradip Manharlal Domadia was appointed as an additional director to hold office up to the date of ensuing Annual General Meeting. A notice has been received in writing from a member of the Company together with a deposit of Rs. 500/- pursuant to Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Pradip Manharlal Domadia for the office of director, liable to retire by rotation."

Mr. Saurabh Mittal, director of the Company, liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Board of Directors of the Company, subject to the approval of shareholders of the Company, has re- appointed Mr. Ramesh Kumar Haritwal, Managing Director & CEO of the Company for a period of three years with effect from 1st June, 2012 to 31st May, 2015. The Remuneration Committee of the Company has also approved the remuneration of Mr. Ramesh Kumar Haritwal on his re-appointment.

Your directors recommend the above appointment/re-appointment.

None of the directors of your company is disqualified as per the provisions of Section 274(1)(g) of the Companies Act, 1956.

AUDITORS AND THEIR REPORT

M/s. D. Dhandaria & Company, Chartered Accountants, Statutory Auditors of the company, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The company has received a certificate from the above Auditors to the effect that the re-appointment if made, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956.

The observations made in the Auditors' Report are self-explanatory and therefore do not call for further comments.

COMPLIANCE CERTIFICATE

The compliance certificate for the year ended 31st March, 2012, in accordance with provisions of Section 383A (1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, is annexed to this report which being self-explanatory needs no comments.

DIRECTORS' RESPONSIBILITY STATEMENT

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

1) In preparation of the annual accounts, applicable accounting standards were followed.

2) The Directors had selected such accounting policies and applied them consistently and made reasonable and prudent judgments and estimates to provide a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the Company for the financial year.

3) The Directors had taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the company's assets and for preventing and detecting fraud and other irregularities.

4) The Directors had prepared the annual accounts on a going concern basis.

PUBLIC DEPOSITS

The Company did not invite or accept any deposits from the public under Section 58A of the Companies Act, 1956.

CORPORATE GOVERNANCE REPORT

A detailed report on Corporate Governance, pursuant to clause 49 of the Listing agreement with the Stock Exchange, along with Auditors' certificate, on compliance with the mandatory recommendation on Corporate Governance, is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report, pursuant to clause 49 of the Listing Agreement with the Stock Exchange, for the year under review is given as a separate statement in the Annual Report.

CEO AND CFO CERTIFICATION

Owing to closure of production facility and financial instability, the Company could not fill-up the vacancy caused by the resignation of CFO in 2010-11. Mr. Ramesh Kumar Haritwal, Managing Director and CEO of the Company was requested to head the finance function of the Company and accordingly the CEO & CFO certificate as required under Clause 49 of the Listing Agreement signed by the Managing Director & CEO is attached with the Annual Report.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Managing Director & CEO of the Company has given a declaration that all directors and the senior management personnel concerned have affirmed compliance with the code of conduct with reference to the year ended on 31 March 2012. The declaration is attached with the annual report.

PARTICULARS OF EMPLOYEES

The Company had no employee of the category indicated under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

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

The particulars regarding conservation of energy, technology absorption, as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto and form part of this report. There was no foreign exchange earnings and outgo during the year under review.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their appreciation for the support and co-operation received from the Government of India, State Governments and Shareholders.

On behalf of the Board of Directors For Himalaya Granites Limited

Saurabh Mittal Non-executive Chairman

Place : Kolkata Dated : 30 May, 2012


Mar 31, 2010

The Directors present herewith the 22nd Annual Report together with the Audited Accounts of your Company for the year ended 31 March, 2010.

FINANCIAL HIGHLIGHTS: (Rs. in Lacs)

2009-10 2008-09

Net Sales 4.10 122.85

Other Income 24.16 73.68

Profit/(Loss) before Interest, Depreciation &

extraordinary items (51.17) (51.09)

Less :

a) Interest 31.47 74.84

b) Depreciation 31.74 31.53

c) Extra-ordinary Items 0.29 420.93

Profit/(loss) Before Tax (114.67) (578.39)

Provision for Tax

Tax on Fringe Benefits - (0.35)

Deferred Tax Release/(Provision) (6.64) (5.76)

Income Tax for earlier year (1.58) -

Profit/(loss) After Taxation (122.89) (584.50)

Balance Brought Forward from earlier years 30.60 615.10

Balance carried to Balance Sheet (92.29) 30.60



REVIEW OF OPERATIONS

During the year under review the single unit of the Company situated at Panchalam Village, Melpettai Post, Tindivanam, Tamilnadu-604 307 remained inoperative.

Shareholders of the Company vide special resolution passed under section 293(1 )(a) of the Companies Act, 1956 through postal ballot voting process on 29th December, 2009 approved sale of plant and machinery and other fixed assets (excluding land and building) of the unit of the Company situated at Panchalam Village, Melpettai Post, Tindivanam, Tamilnadu - 604 307 and accordingly necessary steps in this respect are being taken up by the Company.

TRANSFER TO GENERAL RESERVE

In view of the losses incurred, no transfer is proposed to the General Reserve.

DIVIDEND

Due to huge loss during the year under review, your directors are unable to recommend any dividend.

DIRECTORS

Ms. Janaki Venkatramani and Mr. Beni Gopal Saraf, directors of the Company, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Your directors recommend the above reappointments.

None of the directors of your company is disqualified as per the provisions of Section 274(1 )(g) of the Companies Act, 1956.

AUDITORS AND THEIR REPORT

M/s. D.Dhandaria & Company, Chartered Accountants, Statutory Auditors of the company, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The company has received a certificate from the above Auditors to the effect that the re-appointment if made, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956.

The observations made in the Auditors Report are self-explanatory and therefore do not call for further comments.

DIRECTORS RESPONSIBILITY STATEMENT

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

1) In preparation of the annual accounts, applicable accounting standards were followed.

2) The Directors had selected such accounting policies and applied them consistently and made reasonable and prudent judgments and estimates to provide a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for the financial year.

3) The Directors had taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the companys assets and for preventing and detecting fraud and other irregularities.

4) The Directors had prepared the annual accounts on a going concern basis.

PUBLIC DEPOSITS

The Company did not invite or accept any deposits from the public under Section 58A of the Companies Act, 1956.

CORPORATE GOVERNANCE REPORT

A detailed report on Corporate Governance, pursuant to clause 49 of the Listing agreement with the Stock Exchanges, along with Auditors certificate, on compliance with the mandatory recommendation on Corporate Governance, is annexed to this report.

SHIFTING OF REGISTERED OFFICE

During the year under review, the Registered Office of the Company shifted form New No. 29, Old No. 12, No. 3-B, Riaz Garden, Kodambakkam High Road, Nungambakkam, Chennai, Tamilnadu - 600034 to Panchalam Village, Melpettai Post, Tindivanam, Tamilnadu - 604307 vide special resolution passed by the shareholders of the Company through Postal Ballot voting process on 29th December, 2009.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report, pursuant to clause 49 of the Listing Agreement with the Stock Exchange, for the year under review is given as a separate statement in the Annual Report.

CEO AND CFO CERTIFICATION

As required under Clause 49 of the Listing Agreement, the CEO and CFO certification is attached with the Annual Report. The Managing Director & CEO and the Chief Financial Officer also give quarterly certification on financial results while placing the financial results before the Board in terms of Clause 41 of the Listing Agreement.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Managing Director & CEO of the Company has given a declaration that all directors and the senior management personnel concerned have affirmed compliance with the code of conduct with reference to the year ended on 31 March 2010. The declaration is attached with the annual report.

PARTICULARS OF EMPLOYEES

The Company had no employee of the category indicated under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

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

The particulars regarding conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto and form part of this report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their appreciation for the support and co-operation received from the Financial Institutions, Bank, Government of India, State Governments and Shareholders.

On behalf of the Board of Directors

Place : Kolkata S. P. Mittal

Dated : 30 May, 2010 Chairman

 
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