Directors Report of Jain Marmo Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure on presenting the 34th Annual report on the business and operations of the company and the audited Statement of Accounts for the period from 1st April, 2014 to 31st March, 2015.

Financial Results

The Company's financial performance for the year ended March 31, 2015 is summarized below:

Rs. In Lacs

Particulars 2014-15 2013-14

Turnover & Other Income 541.17 530.20

Profit before Depreciation & Interest 60.08 58.70

Interest 25.69 27.91

Operating Profit 3439 30.79

Less : Depreciation 1859 22.01

Add/Less : Prior Period Adjustment/ Income Tax 0.00 0.02

Profit during the year 15.80 8.77 Less : Provision for Taxation 5.06 3.64 Add: Deferred Tax Assets/(Liability) 012 084

Add: MAT Credit Recognized 0.00 0.00

Profit after Tax 10.86 5.97 Add :Balance of Profit B/F 5131 4534

Less : Adjustment for Depreciation 6.29 0.00

Balance in P & L A/C Carried forward 55.88 51.31



1. Dividend

The Board of Directors of your Company are of the view that financial resources of the Company be conserved and judiciously utilized for further growth of your Company. The Board therefore decided not to recommend any dividend for the Financial Year 2014-15.

2. Operation Performance & Future Prospects

The performance of the Company during the year under review has remained quite satisfactory. The Company has achieved turnover and other income of Rs. 541.17 lacs during the year from 1.4.2014 to 31.3.2015 as compared to Rs. 530.20 lacs during previous Year and earned Net Profit after tax of Rs.10.86 lacs during the year under review as compared to Rs. 5.97 lacs during Previous Year.

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.

3. 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.

4. 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.

5. Statement Concerning Development and Implementation of Risk Management Policy of The Company

The Company has placed 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 minimization 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.

6. 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 Corporate or persons are given in notes to the financial statements.

7. 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 Boa rd.

8. 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 34th 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 60 lacs per annum or 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.

Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel,) Rules, 2014

i. The percentage increase in remuneration of each Director, CFO & Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

S.No. Name of Director/KMP Remuneration of % increase in and Designation Director/ KMP for Remuneration in the Financial Year 2014-15 Financial Year 2014-15 ( Rs. in Lacs)

1 Sidharth Jain, 2.85 Nil Managing Director

2 Sanjay Jain, Whole 9.00 Nil time Director

3 Sandeep Porwal, CFO 1.76 Nil

4 Rajendra Sand, 0.05 Nil Company Secretary

Name of the Director Ratio of remuneration Comparison of the of each Director/ to Remuneration of the median remuneration of KMP against the employees performance of the

Company

Sidharth Jain, Managing Director 61.23

Sanjay Jain, Whole time Director 19.39

Sandeep Porwal, CFO 0.33

Rajendra Sand, Company Secretary 0.01

ii. Percentage increase in the median remuneration of employees in the financial year 2014-15 is about 6%

iii. Number of Permanent Employees on the payroll as on 31st March, 2015 of the Company are 17 (Seventeen only)

iv. The average increase in remuneration is not based on Company's performance alone, but also takes consideration other factors like market benchmark data, the average increases being given by peer companies and overall budgetary impact within the Company.

v. Variations in the Market Capitalization of the Company and PE Ratio: The shares of the company are listed on Regional Stock Exchange and are not traded so no calculation for market capitalization and PE calculation is possible

vi. Comparison of the remuneration of the Key Managerial Personnel against the performance of the company: The remuneration of the Key Managerial Personnel was 2.47% of the total turnover of the company.

vii. Average percentile increase already made in the salaries of 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 increase was 6% for all employees who went through the compensation review cycle in the year and for the managerial personnel the average percentage increase was Nil on the fixed and variable components. The compensation decisions for each year is taken after comparing the salaries at various levels with benchmark data.

viii. The key parameters for any variable component of remuneration availed by the Directors: The key parameters for variable components of remuneration to Directors, if any, are the Company's Profits After EBIDTA, Revenues.

ix. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: Not applicable as there is no employee getting paid more than the highest paid Director during the Current Financial Year.

x. Affirmation that the remuneration is as per the remuneration policy of the company.: Your company affirms that the remuneration is as per the remuneration policy of the Company.

Notes: 1. Remuneration comprises basic salary, allowances, taxable value of perquisites and Company's contribution to PF.

9. Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers Made By The Practicing Company Secretary In Their Reports:

1. Company was continuously making efforts to fill the vacant position of Company Secretary but could not do so in specified time period due to non-availability of suitable candidate. Mr. Rajendra Sand (Membership No. 37428) had been appointed Company Secretary with effect from 16th March 2015.

2. Due to oversight on the part of printer and staff , compliance certificate could not be printed with the annual report although the company has obtained compliance certificate from company secretary in practice Mr. Manish Sharma (Manish Sharma & Associates) (C.P. No. 3703) dated 05.09.2014.

3. Due to some clerical error the address of the corporate office got printed in the notice which was published in the newspaper in spite of the address of the registered office where the meeting was actually held.

4. Due to lack of complete knowledge of the new act pushed the company in certain non-compliances of the new act.

10. 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.

11. 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.

12. 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 - C" and is attached to this Report.

13. Number of Board Meetings Conducted During The Year Under Review

The Company had Ten ( 10 ) 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.

14. 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 control was 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.

15. Subsidiaries, Joint Ventures and Associate Companies

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

16. Deposits

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

17. 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.

18. 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.

19. Directors and Key Managerial Personnel Information i) Resignation of Company Secretary Miss Shanu Bhandari Company Secretary, being the Key Managerial Personnel of the Company resigned with effect from 25th August 2014 due to preoccupation.

ii) Appointment of Key Managerial Personnel

Your Board of Directors has appointed Mr. Rajendra Sand as the Company Secretary, Key Managerial Personnel and Compliance Officer of the Company with effect from 16thMarch 2015.

iii) Retirement by Rotation

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

20. 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 as per the Listing Agreement

21. AUDITORS

A. Statutory Auditors

At 33rd Annual General Meeting held on 30th September 2014, M/s. A. Bafna & Co. Chartered Accountants, Jaipur, were appointed as Statutory Auditors of the Company for a term starting from conclusion of 33rd Annual General Meeting till the conclusion of 36th Annual General meeting subject to ratification by Members at every Annual General Meeting. Pursuant to provisions of Section 139 (1) of the Companies Act, 2013, the matter of appointment of M/s. A. Bafna & Co. Chartered Accountants, Jaipur, as a Statutory Auditors, is placed for ratification by the members.

The Company has received a certificate from the Auditors as required under Section 141 of the Companies Act, 2013.

B. Cost Auditors

The Company is not required to maintain cost records as per the Companies (Cost Records and Audit) amendments Rules, 2014.

C. Secretarial Auditors

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 Mitesh Kasliwal(Partner ARMS & Associates LLP) 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 - B.

22. Auditors Report

The Statutory and Secretarial Auditors' Reports are self-explanatory and requires no comments

23. Listing

The Company's Equity Capital is listed on the The Calcutta Stock Exchanges Association Limited (CSE) and BSE Limited( BSE). 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.

24. Insurance

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

25. Internal Control System

Your Company continuously invests in strengthening its internal control processes 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 control 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. Further, the Board annually reviews the effectiveness of the Company's internal control system.

26. 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. A. Bafna & Co., Chartered Accountants, from the Statutory Auditors of the Company regarding compliance of Clause 49 of the Listing Agreement is attached to this Report.

27. Disclosure of Composition of Audit Committee And Providing Vigil Mechanism

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on the website of the Company. The functioning of Vigil mechanism is reviewed by the Audit committee from time to time. No Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The details of the Whistle Blower Policy are explained in the Report on Corporate Governance and also available on the website of the Company www.jainmarmo.com.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern status of the Company

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

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.

28. 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.

29. Acknowledgements

Your Company has complete glorious 34 eventful years of the existence in the country. Your Directors express their sincere thanks to the Bankers, Financial Institutions, Customers, Government Departments and Suppliers for their continued co-operation. The directors also place on record their deep appreciation for the valuable contribution of employees at all levels. Your Directors also thanks the shareholders and other stakeholders for their continued support and patronage during the year under review.

For and on behalf of Board of Directors For Jain Marmo Industries Ltd

Place: Udaipur (Sanjay Jain) (Sidharth Jain)

Date: 30.05.2015 (DIN: 01636670) (DIN: 01275806)

Whole Time Director Managing Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure on presenting the 33nd Annual report on the business and operations of the company and the audited Statement of Accounts for the period from 1st April, 2013 to 31st March, 2014.

Financial Results

The Company''s financial performance for the year ended March 31, 2014 is summarized below:

Rs. In Lacs

Particulars 2013-14 2012-13

Turnover & Other Income 530.20 632.08

Profit before Depreciation & Interest 58.70 79.48

Interest 27.91 34.02

Operating Profit 30.79 45.46

Less : Depreciation 22.01 31.47

Add/Less : Prior Period Adjustment/ Income Tax 0.02 0.00

Profit during the year 8.77 13.99

Less : Provision for Taxation 3.64 2.70

Add: Deferred Tax Assets/(Liability) 0.84 -2.53

Add: MAT Credit Recognized 0.00 1.01

Profit after Tax 5.97 9.77

Add :Balance of Profit B/F 45.34 35.58

Balance in P & L A/C Carried forward 51.31 45.34

Operation Performance & Future Prospects

The performance of the Company during the year under review has remained quite satisfactory. The Company has achieved turnover and other income of Rs. 530.20 lacs during the year from 1.4.2013 to 31.3.2014 as compared to Rs. 632.08 lacs during previous Year and earned Net Profit after tax of Rs. 5.97 lacs during the year under review as compared to Rs. 9.77 lacs during Previous Year.

Dividend

The Board of Directors of your Company are of the view that financial resources of the Company be conserved and judiciously utilized for further growth of your Company. The Board therefore decided not to recommend any dividend for the Financial Year 2013-14.

Listing of Shares

The Company''s Shares are listed on Delhi Stock Exchange [DSE], Calcutta Stock Exchange [CSE] and Jaipur Stock Exchange [JSE]. The Annual Listing fee for the F.Y. 2014-15 to DSE, CSE & JSE has been paid. Company decided to seeking migration to BSE Ltd. platform with reference to SEBI Circular dated May 30, 2012 CIR/MRD/DSA/14/2012 for the purpose to provide better transparency, liquidity to securities, mobilize savings for economic development and to protect interest of investors by ensuring full disclosures.

Particulars of Employees

There was no employee employed for whom information as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules.

Auditors & Auditor''s Report

M/s. A. Bafna & Co., Jaipur Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuring Annual General Meeting and are eligible for re-appointment as Statutory Auditors of the Company for 3(three) years, and to hold office from the conclusion of this annual general meeting until the conclusion of the annual general meeting to be held in the year 2017.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. Observations in the auditor''s report are self-explanatory and are covered in the notes to the accounts.

Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of association of the Company, Shri Sanjay Jain, (DIN: 01636670) retires by rotation at the ensuing Annual General meeting. He is being eligible offers himself for reappointment. The Companies Act, 2013 provides for appointment of independent directors for a term of upto five (5) consecutive years on the Board of Company and that they shall be eligible for re-appointment on passing special resolution by the shareholders of the Company. Further, it provides that no independent director shall be eligible for more than two consecutive terms of five years. As per section 149(13) of the Companies Act, 2013 the provisions of retirement by rotation do not apply to independent directors. The company''s independent directors were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Act 1956. Therefore, in accordance with the requirements of the Companies Act, 2013, all the existing independent directors are proposed to be appointed for a term upto five (5) consecutive years upto 31st March, 2019. During this period of five years they shall not be liable to retire and seek re-appointment at the AGM. Further, as per Companies Act, 2013, not less than 2/3rd of total number of Directors (other than independent directors) shall be liable to retire by rotation. Accordingly Mr. Sanjay Jain (DIN: 01636670) is liable to retire by rotation and, being eligible, offers himself for re- appointment.

Compliance Certificate

The Board has received Compliance Certificate from a Company Secretary in practice pursuant to section 383A(1) of the Companies Act, 1956.

Directors Responsibility Statement

In accordance with the requirements of Section 217(2AA) of the Company Act, 1956, the Directors of the company declare that:

i) In the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed along with proper explanation relating to material departures;

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

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

iv) The Directors have prepared the annual accounts on a ''going concern'' basis.

Particulars of energy conservation, technology absorption and foreign exchange Earnings & Outgo.

Information required under Sec. 217 (1) (E) of the Companies Act, 1956.

(a) Conservation of Energy

In the opinion of Directors there is no need to take any measures in this regard. The company does not have any proposal for additional investment in this regard. The details of energy consumption are not required to be given.

(b) Technology absorption

The research and experiments are carried on as part of the normal business activities, as such no separate figures are available.

Corporate Governance and Management''s Discussion and Analysis Reports

A separate section on Management Discussion and Analysis Report and Corporate Governance is included in the Annual Report and the certificate from the company''s Auditors confirming compliance of condition on Corporate Governance as stipulated in clause 49 of the listing agreement with the stock exchange, Kolkata, Delhi and Jaipur is annexed here to.

Personnel

The Industrial relations with employees and workers at all levels remained cordial. The Directors wish to place on record their sincere appreciation for the excellent teamwork contributed to the satisfactory performance and smooth operation of the Company. Information in accordance to the provision of Sec. 217 (2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 is Nil.

Acknowledgement

Directors wish to express their grateful thanks to the Governments of Rajasthan and to the Company''s Banker namely Canara Bank, Udaipur. Your Directors also wish to thank the Customers and Suppliers.

For and on behalf of Board of Directors

For Jain Marmo Industries Ltd.

Place: Jaipur Date : 05.09.2014 (Sanjay Jain) Director (DIN: 01636670)

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Mar 31, 2013

Dear Members,

The Directors have pleasure on presenting the 32nd Annual report on the business and operations of the company and the audited Statement of Accounts for the period from 1st April 2012 to 31st March. 20I3

Rs In lacs

Financial result For the Year For the Year ended 31st ended 31st March.2013 March 2012

Turnover Other Income 632.08 186 .1

Profit before Depreciation & 79.48 56,14 Interest

Imerest 34.02 21 26

Operating Profit 45.46 32.18

Less : Depreciation 31.47 22.72

Add/Less: Prior Period 0.00 0.00 Adjustment/ Income Tax

Profit during the year 13.99 9.46

I ess: Provision for Taxation 2.70 1.86

Add: Inferred Tax (2.53) (3.87)

Asset s/( Liability)

Add: MAT credit Recognized

Profit after Tax 9.77 5.59

Net Profit 9.77

Add Balance of Profit B/F 35.58 29.99

Balance in P & I. 45.35 35.58

A/C Carried forward

Operation Performance & Future Prospects

The performance of the Company during the year under review has remained quite satisfactory The Company has achieved turnover and other income of Rs. 632 08 lacs during the year from 1.4.2012 to 31.3.2013 as compared to Rs 480.17 lacs during Previous Year registering a growth of 31.63% and earned Net Profit after tax of Rs 9 77 lacs during the year under review as compared to Rs 5.59 lacs registering a growth of 74.59% over the previous year LTD.

Dividend

The Board of Directors of your Company are of the view that financial resources of the Company be conserved and judiciously utilized for further growth of your Company The Board therefore decided not to recommend any dividend for the year 2012-2013

Audiiors Report

Observations in the auditor's report are self-explanatory and are covered in the notes to the accounts.

Directors

In accordance with the provisions of the Companies Act 1936 and the Articles of association of the Company, Shri Manoj Bhutoria, retires by rotation at the ensuing Annual General meeting. He being eligible offers himself for reappointment

Directors Responsibility Statement

In accordance with the requirements of Section 217(2AA) of the Company Act. 1956, the Directors of the company declare that

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

ii) The Directors have selected such accounting policies and applied them consistently-and made judgements and estimates that are reasonable and- prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2013 and of the profit of the company for the year ended on that date;

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

iv) The Directors have prepared the annual accounts on a 'going concern' basis

Particulars of energy conservation, technology absorption and foreign exchange Earnings & Outgo.

Information required under Sec 217(1) (11) of the Companies Act 1956

(a) Conservation of Energy

In the opinion of Directors there is no need to lake any measures in this regard The company does not have any proposal for additional investment in this regard The details of energy consumption is not required to be given

(b) Technology absorption

The research and experiments are carried on as part of the normal business activities, as such no separate figures are available.

(c) Foreign Exchange learning & Outgo

Earnings : Rs. 3.56 Lacs

Outgo : Rs. 176.14 Lacs

Auditors

M/s A. Bafna & Co., chartered Accountants, Jaipur retire at the conclusion of the Annual General Meeting and are eligible for re-appointment as auditors.

Corporate Governance and Management's Discussion and Analysis Reports

A separate section on Management Discussion and Analysis Report and corporate governance is included in the annual report and the certificate from the company's Auditors confirming compliance of condition on corporate governance as stipulated in clause 49 of the listing agreement with the stock exchange. Kolkata. Delhi and Jaipur is annexed here to.

Personnel

The Industrial relations with employees and workers at all levels remained cordial 1 he Directors wish to place on record their sincere apprecialion for the excellent teamwork contributed to the satisfactory performance and smooth operation of the Company Information in accordance to the provision of Sec 217 (2A) of the Companies Act. 195G read with the companies (Particulars of Employees) Rules 1970 is Nil

Acknowledgment

Directors wish to express their grateful thanks to the Governments of Rajasthan and to the Company's Banker namely Canary Bank Udaipur Your Directors also wish to thank the Customers and Suppliers.

For and on behalf of Board of Directors Place: Jaipur Date : 03.09.2013 (Sanjay Jain) Director

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Mar 31, 2012

Dear Members,

The Directors have pleasure on presenting the 31st Annual report on the business and operations of the company and the audited Statement of Accounts for 1st April. 2011 to 31st March, 2012.

Rs. In Lacs

financial result For the Year For the Year ended 31st ended 31st March,2012 March,2011

Turnover & Other Income 480.17 405.55

Profit before Depreciation 56.44 36.50 & Interest

Interest 24.26 8.88

Operating Profit 32.18 27.62

Less : Depreciation 22.72 18.18

Add/Less; Prior Period 0.00 0.25

Adjustment/ Income Tax

Profit during the year 0.46 9.19

I,ess: Provision for 1.86 5.94 Taxation

Add: Deferred Tax (3.87) (.25) Assets/( Liability)

Add: MAT Credit 1.86 NIL Recognised

Profit after Tax 5.59 6.01

Net Profit 5.59 6.01

Add :Balance of Profit B/F 29.99 23.98"

Balance in P & L. 35.58 29.99 A/C Carried forward

Operation Performance & Future Prospects

The performance of the Company during the year under review has remained satisfactory even in sluggish market, The Company has achieved turnover and other income of Rs. 480.17 lacs during the year from 1 4,2011 to 31.3.2012 as compared to Rs 405,55 lacs during Previous Year and earned Net Profit after tax of Rs 5.59 lacs during the year under review as compared to Rs, 6.01 lacs during Previous Year

Dividend

The Board of Directors of your Company are of the view that financial resources of the Company be conserved and judiciously utilized for further growth of your Company The Board therefore decided not to recommend any dividend for the year 2011-2012.

Auditors Report:

Observations in the auditor''s report are self-explanatory and are covered in the notes to the accounts

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of association of the Company, Shri Ram Swaroop Nandwana, retires by rotation at the ensuing Annua! General meeting. He being eligible offers himself for reappointment. Further term of appointment of Shri Sanjay Jain has also expired as whole time director of the Company, and he being eligible offers himself for reappointment.

During the ensuring period Shri Shrichand Jain Director of the company resigned .The Board accepted his resignation in its meeting held on 11.08.2011.

Further board take on record its appreciation for valuable services and guidance given by Shri Shri Chand Jain.

Directors Responsibility Statement

In accordance with the requirements of Section 217(2AA) of the Company Act, 1956, the Directors of the company declare that:

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

ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2012 and of the profit of the company for the year ended on that date;

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

iv) The Directors have prepared the annual accounts on a ''going concern'' basis.

Particulars of energy conservation, technology absorption and foreign exchange Earnings & Outgo.

Information required under Sec. 217 (1) (E) of the Companies Act, 1956.

(a) Conservation of Energy

In the opinion of Directors there is no need to take any measures in this regard The company does not have any proposal for additional investment in this regard. The details of energy consumption is not required to be given.

(b) Technology absorption

The research and experiments are carried on as part of the normal business activities, as such no separate figures are available.

( c ) Foreign Exchange Earning & Outgo

Earnings : Rs. NIL

Outgo : Rs. 292.03 Lacs

Auditors

M/s A. Bafna & Co,, chartered Accountants, Jaipur retire at the conclusion of the Annual General Meeting and are eligible for re-appointment as auditors.

Corporate Governance and Management''s Discussion and Analysis Reports.

A separate section on Management Discussion and Analysis Report and corporate governance is included in the annual report and the certificate from the company''s Auditors confirming compliance of condition on corporate governance as stipulated in clause 49 of the listing agreement with the stock exchange, Kolkata, Delhi and Jaipur is annexed here to.

Personnel

The Industrial relations with employees and workers at all levels remained cordial. The Directors wish to place on record their sincere appreciation for the excellent teamwork contributed to the satisfactory performance and smooth operation of the Company, Information in accordance to the provision of Sec, 217 (2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 is Mil

Acknowledgement

Directors wish to express their grateful thanks to the Governments of Rajasthan and to the Company''s Banker namely Canara Bank, Udaipur. Your Directors also wish to thank the Customers and Suppliers.

For and on behalf of Board of Directors

(Sanjay Jain) Chairman

Place: Jaipur Dated: 3rd September 2012

---

Mar 31, 2011

Dear Members,

Your Directors have pleasure on presenting the 30th Annual report on the business and operations of the company and the audited Statement of Accounts for the period from 1st April 2010 to 31st March 2011.

(Rupees in lacs )

Financial result For the Year For the Year ended 31st ended 31st March,20l March,2010

Turnover & Other Income 412.84 284.81

Profit before Depreciation 36.39 37.66 & Interest

Interest 8.88 8.91

Operating Profit 27.51 28.76

Less : Depreciation 18.18 16.95

Profit during the year 9.33 11.81

Less: Provision for 2.94 2.82 taxation

Add: Deferred Tax (0.25) (2.07) Assets/( Liability)

Profit after Tax 6.14 7.92

Add/Less : Prior Period -.13 -.22 Adjustment Income Tax

Net Profit 6.01

Add Balance of Profit B/F 2.22 (5.47 )

Balance in P & L 8.23 2.22 A/C Carried forward

Operation Performance <& Future Prospects

The performance of the Company during the year under review has remained satisfactory even in sluggish market. The Company has achieved turnover and other income of Rs. 412.84 lacs during the year from 1.4 2010 to 31.3.2011 as compared,to Rs 284.81 lacs during Previous Year and earned Net Profit after tax of Rs 6vM h*cs u -L during the year under review as compared to Rs 7.70 lacs during Previous Year.

Dividend

The Board of Directors of your Company are of the view that financial resources of the Company be conserved and judiciously utilized for further growth of your Company I he Board therefore decided no! to recommend any dividend for the year 2010 2011

Auditors Report:

Observations in the auditor's report are self-explanatory and arc covered in the notes to the accounts.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of association of the Company. Shri Sidharth Jain, retires by rotation at the ensuing Annual General meeting. He being eligible offers himself foi reappointment.

During the ensuring period Shri Shrichand Jain Director of the company resigned I he Board accepted his resignation in its meeting held on 11 08.2011.

Further board take on record its appreciation for valuable services and guidance given by Shri Shri Chand Jain.

Directors Responsibility Statement

In accordance with the requirements of Section 217(2AA) of the Company Act. 1956 the Directors of the company declare that:

i) In the preparation of the annual accounts, the applicable accounting standards have beer, followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2011 and of the profit of the company for the year ended on that date;

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

iv) The Directors have prepared the annual accounts on a going copeer basis

Particulars of energy conservation, technology absorption and foreign exchange Earnings & Outgo.

Information required under Sec 217 (1) (E) of the Companies Act. 1956

(a) Conservation of Energy

In the opinion of Directors there is no need to take any measures in this regard The company'does not have any proposal foi additional investment in this regard The details of energy consumption is not required to be given

(b) Technology absorption

The research and experiments are carried on as part of the normal business act vibes, as such no separate figures are available

(c) Foreign Exchange Earning & Outgo

Earnings : Rs. NIL

Outgo Rs : 205.01 Lacs

Auditors

M/s A. Bafna & Co., chartered Accountants, Jaipur retire at the conclusion of the Annual General Meeting and are eligible for re-appointment as auditors.

Corporate Governance and Management's Discussion and Analysis Reports.

A separate section on Management Discussion and Analysis Report and corporate governance is included in the annual report and the certificate from the company's Auditors confirming compliance of condition on corporate governance as stipulated in clause 49 of the listing agreement with the stock exchange, Kolkata. Delhi and Jaipur is annexed here to

Personnel

The Industrial relations with employees and workers at all levels remained cordial 1'he Directors wish to place on record their sincere appreciation for the excellent teamwork contributed to the satisfactory performance and smooth operation of the Company Information in accordance to the provision of Sec. 217 (2A) of the Companies Act, 1956 *read with the companies (Particulars of Employees) Rules. 1975 is Nil

Acknowledgement

Directors wish to express their grateful thanks to the Governments of Rajasthan Rl C and to the Company's Banker namely Canara Bank. Udaipur Your Directors also wish to thank the Customers and Suppliers.

for and on behalf of Boaid of Directors

Place: Jaipur Dated: 03rd September,2011 (Sanjas Jain) Chairman