Directors Report of Marble City India Ltd.

Mar 31, 2015

The Board of Directors take pleasure in presenting the 22nd Board's Report of the Company together with the Audited Statement of the Accounts for the year ended on 31st March, 2015.

FINANCIAL HIGHLIGHTS (Rs,In Lacs)

PARTICULARS 31.03.2015 31.03.2014

Sales 5192.89 3232.81

Other Income 4.04 1.49

Total Income 5196.93 3234.30

Expenses 4847.34 2902.05

Earnings before depreciation, finance costs and taxes 349.59 332.25

Less: Depreciation and Finance Costs 257.58 272.34

Profit/ (Loss) before taxation 92.01 59.91

Tax Expenses 31.13 21.41

Balance Surplus Carried to Balance Sheet 60.88 38.50

WORKING RESULTS

During the year under review, the Company achieved the sales turnover of Rs, 5192.89 Lacs as against Rs, 3232.81 Lacs of the previous financial year. The profit before tax and profit after tax are at Rs, 92.01 Lacs and Rs, 60.88 Lacs respectively for the Financial Year 2014 – 15 as against Rs, 59.91 Lacs and Rs, 38.50 Lacs for the previous financial year.

DIVIDEND

Your Directors have recommended a Dividend of Rs, 0.50 /- per share (Face Value of Rs, 10 per share) aggregating to Rs, 23.12 Lacs for the year 2014-15. The Dividend Tax amounts to Rs, 4.62 Lacs.

DEPOSIT

The Company has not accepted any deposits from the public or its employees during the year under review.

CAPITAL

The paid up equity capital of the Company is Rs, 4,62,42,200 divided into 46,24,220 equity shares of Rs, 10 each. The Company has not come out with any share issue during the year.

BOARD MEETINGS

Thirteen Board Meetings were convened and held during the year. The details of the Board Meetings have been provided under Corporate Governance Report.

DIRECTORS

In accordance with the provisions of the Articles of Association of the Company, Mr. Amit Dalmia retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mrs. Usha Sharma was appointed as Additional Director of the Company and in terms of Section 161 of the Companies Act, 2013, they hold office up to the date of the ensuing Annual General Meeting. It is proposed to appoint Mrs. Usha Sharma as Non-Executive Director at the forthcoming Annual General Meeting. The Company has received a notice from shareholder in terms of Section 160 of the Act signifying its intention to propose the appointment of Mrs. Usha Sharma as Director in the forthcoming Annual General Meeting.

Mr. Saket Dalmia was appointed as Managing Director for a period of 5 years and whose term of office shall expire on 31st March 2016. It is proposed to re – appoint Mr. Saket Dalmia as Key Managerial Personnel (Managing Director) of your Company with effect from 01st April 2016 for a further period of Five Years.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and Rules made there under and are independent of the management.

PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Nomination and Remuneration Committee reviews and evaluates the resumes of potential candidates vis-a-vis the required competencies. The Nomination and Remuneration Committee also meets with potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of Section 178(3) of the Act.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors of the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the Code of Independent Directors as outlined in Schedule IV to the Act Independence: In accordance with the above criteria, a Director will be considered as an 'Independent Director' if he/she meets with the criteria for 'Independent Director' as laid down in the Act.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Act, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria and the performance evaluation process for the Board, its Committees and Directors. The Board's functioning is evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Directors were evaluated on aspects such as attendance, contribution at Board/Committee meetings and guidance/support to the management outside Board/Committee meetings. The Committees of the Board were assessed on the degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board, its Committees and the Directors.

The Chairman of the Board provided feedback to the Directors on the significant highlights with respect to the evaluation process of the Board.

AUDITORS:

STATUTORY AUDITORS: M/s. Vishal G Goel & Co., Statutory Auditors of the Company

hold office till the conclusion of the ensuing Annual General Meeting. They have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limit under the Act, and they are eligible for appointment.

SECRETARIAL AUDITOR: Pursuant to the provisions of Section 204 of the Companies Act,

2013 and the rules made there under, the Company had appointed M/s. R Miglani & Co., Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31st March, 2015. The Secretarial Audit Report is annexed as Annexure A.

The Auditors' Report and the Secretarial Audit Report for the Financial Year ended 31st March, 2015 do not contain any qualification, reservation, adverse remark or disclaimer.

The Auditors have confirmed that, their 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 in terms of Section 139 of the Companies Act, 2013.

AUDIT COMMITTEE

The composition of Audit Committee has been provided under Corporate Governance Report for the Financial Year ended on 31st March 2015. The Board has accepted all the recommendations of the Audit Committee during the year.

KEY MANAGERIAL PERSONNEL

In compliance with provisions of Section 203 of the Companies Act, 2013, during the Financial Year 2014-15, The Managing Director, Chief Financial Officer and the Company Secretary have been nominated as Key Managerial Personnel.

INSURANCE

The Properties and insurable assets and interest of your Company such as buildings, plant & machinery and stocks among others, are adequately insured.

BONUS ISSUE

During the year the Company has not issued any bonus shares.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended March 31, 2015 the applicable accounting standards had been followed along with proper

explanation relating to material departures;

(ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review

(iii) That the directors had 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.

(iv) That the directors had prepared the annual accounts on a going concern basis for the financial year ended on March 31, 2015.

(v) That the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 have been stated in the notes to the Financial Statements forming part of Annual Report.

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

Pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014, the following information is provided:

A. CONSERVATION OF ENERGY

Our Company is not an energy intensive unit, however regular efforts are made to conserve energy.

B. RESEARCH AND DEVELOPMENT

The Company did not have any activity during the year.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the Company had spent Rs, 48,13,514.96 in foreign currency.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Statement containing information as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure B.

There were no employees in receipt of remuneration as prescribed under the provisions of Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure C.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

SALES

During the year ended March 31, 2015, your company has gross sales of Rs, 55,03,46,470.00 /- as against Rs, 34,46,01,167.00 /- during the previous financial year.

FORWARD LOOKING STATEMENTS

This MD&A includes information that is forward-looking in nature. Such statements concern the future earnings of the Company, its operations, its financial results and its financial situation. Such forward- looking statements can be identified through use of expressions such as "believe", "foresee", "anticipate", "estimate", "expect" and other similar types of terms. Such statements are based on the information available at the time that they were made and on the good faith of management according to information available at this time. The statements include an element of uncertainty and the actual results may be significantly different from the assumptions and estimations described in the forward looking statements.

The actual results will be affected by numerous factors over which the Company has no influence. Consequently, we recommend against placing undue trust in such forward-looking statements since future events and actual results may differ significantly from our forecasts.

The Industry: Opportunities & Threats

The Company's main business is cutting, finishing and trading of Imported Marbles, but it can be done only after the raw material has been purchased / imported. The Government of India has laid down certain policies for granting Import License, which is followed by strict rules and regulations. The person who gets the license can import the raw materials during the year.

P G Industry is exposed to risk of price fluctuation on raw materials as well as finished products in all its products as due to import of raw materials it has the risk of delaying or loss in the shipment which may cause rise in the price of the raw materials and finished goods too. Due to increase in the Import tariff or import duties it also affects the flexibility of the prices of the raw materials.

Business Outlook and Overview:

The main business of the Company is to Manufacture and Trading of Imported Marbles. The Company's strategy is to strengthen its business with the objective of long term growth. Its growth depends on the development of the Real Estate Sector. Now a day's Real Estate Sector is developing day by day and the demand for the Imported Marbles also increasing.

The Company's Import is based on the Government policies as laid by them. Its Import is on the basis of licensees granted by Ministry of Commerce & Industry, Government of India.

Internal Control Systems and Cost:

The Company has a proper and adequate system of internal controls to ensure that all the assets are safeguarded, protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly. The company conducts audit of various departments based on an annual audit plan through Senior Executive of the Company along with the head of finance department. The views of the statutory auditors are also considered to ascertain the adequacy of the internal control system.

Human Resource Development:

The Company believes that its human resources have been pivotal force to accelerate the growth of the organization right from its inception and it has been the company's continuous endeavor to create an environment where people excel and feel a sense of belongingness to the organization. The Company makes a continuous and concerted efforts not only to groom its human resources to meet with the present and future challenges in the field of Technology and Management functions but also focuses on providing an environment conductive for growth of employees and organization in the rapidly changing industrial scenario. To support the growing and expanding business needs, talent acquisition and development at all levels have been regularly groomed through need based training & development programmers organized by inviting expert faculties from outside as well as with the help of internal faculties the employees to attend specialized training programmers organized by the reputed training institutes in the country.

The Company has always remained conscious about the importance of safety, environment and health aspects and accordingly, training programmers on safety awareness, etc. were organized in house during the year.

The Company is continuously endeavoring to improve industrial relations by proactive initiatives / actions and results, very harmonious, cordial and healthy industrial relations though out the year led to an atmosphere conducive for the sustenance of growth and enrichment of value for the shareholders.

ACKNOWLEDGEMENT

The Directors express their sincere thanks and appreciation for the cooperation received from the Investors, Shareholders, Banks and Business Associates during the year under review. Your Directors also wish to place on record their appreciation for the excellent performance and contribution of the Employees to the Company's progress during the year under review.

For and on behalf of the Board Place: New Delhi Date: 13th August 2015

Sd/- Amit Dalmia (Chairperson)

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Mar 31, 2014

The Shareholders

The Directors take pleasure in presenting the 21st Annual General Report of the Company together with the Audited Statement of the Accounts for the year ended on 31st March, 2014.

FINANCIAL HIGHLIGHTS (In Lacs)

PARTICULARS 31.03.2014 31.03.2013

Sales 3232.81 4606.95

Other Income 1.49 6.67

Total Income 3234.30 4 613.62

Total Expenditure 3129.32 4441.85

Profit/ (Loss) before taxation, depreciation 104.98 171.77

Less: Depreciation 45.07 48.61

Profit/ (Loss) before taxation 59.91 123.16

Provision for Taxaton 17.55 39.75

Deferred Tax Liabilities 3.86 1.95

Balance Surplus Carried to Balance Sheet 38.50 81.46

WORKING RESULTS

During the year under review, the Company achieved the sales turnover of '' 3232.81 Lacs as against '' 4606.95 Lacs of the previous financial year. The profit before tax and profit after tax are at '' 59.91 Lacs and '' 38.50 Lacs respectively for the Financial Year 2013-14 as against '' 123.16 Lacs and '' 81.46 Lacs for the previous financial year.

DIVIDEND

The Company is putting continuous effort to expand its existing infrastructure, so the Company is not in a position to declare any dividend for the year. Therefore no dividend is proposed to be declared.

DEPOSIT

The Company has not accepted any deposits from the public or its employees during the year under review.

CAPITAL

The paid up equity capital of the Company is '' 4,62,42,200 divided into 46,24,220 equity shares of '' 10 each. The Company has not come out with any share issue during the year.

INSURANCE

The Properties and insurable assets and interest of your Company such as buildings, plant & machinery and stocks among others, are adequately insured.

BONUS ISSUE

During the year the Company has not issued any bonus shares.

DIRECTORS

In accordance with the provisions of the Articles of Association of the Company, Mr. Saket Dalmia retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

SALES

During the year ended March 31, 2014, your company has gross sales of '' 34,46,01,167.00 /- as against '' 49,22,73,896.00 /- during the previous financial year.

FORWARD LOOKING STATEMENTS

This MD&A includes information that is forward-looking in nature. Such statements concern the future earnings of the Company, its operations, its financial results and its financial situation. Such forward- looking statements can be identified through use of expressions such as "believe", "foresee", "anticipate", "estimate", "expect" and other similar types of terms. Such statements are based on the information available at the time that they were made and on the good faith of management according to information available at this time. The statements include an element of uncertainty and the actual results may be significantly different from the assumptions and estimations described in the forward looking statements. The actual results will be affected by numerous factors over which the Company has no influence. Consequently, we recommend against placing undue trust in such forward-looking statements since future events and actual results may differ significantly from our forecasts.

The Industry: Opportunities & Threats

The Company''s main business is cutting, finishing and trading of Imported Marbles, but it can be done only after the raw material has been purchased / imported. The Government of India has laid down certain policies for granting Import License, which is followed by strict rules and regulations. The person who gets the license can import the raw materials during the year.

P G Industry is exposed to risk of price fluctuation on raw materials as well as finished products in all its products as due to import of raw materials it has the risk of delaying or loss in the shipment which may cause rise in the price of the raw materials and finished goods too. Due to increase in the Import tariff or import duties it also affects the flexibility of the prices of the raw materials.

Business Outlook and Overview:

The main business of the Company is to Manufacture and Trading of Imported Marbles. The Company''s strategy is to strengthen its business with the objective of long term growth. Its growth depends on the development of the Real Estate Sector. Now a day''s Real Estate Sector is developing day by day and the demand for the Imported Marbles also increasing.

The Company''s Import is based on the Government policies as laid by them. Its Import is on the basis of licensees granted by Ministry of Commerce & Industry, Government of India.

Internal Control Systems and Cost:

The Company has a proper and adequate system of internal controls to ensure that all the assets are safeguarded, protected against loss from authorized use or disposition and that transactions are authorized, recorded and reported correctly. The company conducts audit of various departments based on an annual audit plan through Senior Executive of the Company along with the head of finance department. The views of the statutory auditors are also considered to ascertain the adequacy of the internal control system.

Human Resource Development:

The Company believes that its human resources have been pivotal force to accelerate the growth of the organization right from its inception and it has been the company''s continuous endeavour to create an environment where people excel and feel a sense of belongingness to the organization. The Company makes a continuous and concerted efforts not only to groom its human resources to meet with the present and future challenges in the field of Technology and Management functions but also focuses on providing an environment conductive for growth of employees and organization in the rapidly changing industrial scenario. To support the growing and expanding business needs, talent acquisition and development at all levels have been regularly groomed through need based training & development programmes organized by inviting expert faculties from outside as well as with the help of internal faculties the employees to attend specialized training programmes organized by the reputed training institutes in the country.

The Company has always remained conscious about the importance of safety, environment and health aspects and accordingly, training programmes on safety awareness, etc were organized in house during the year.

The Company is continuously endeavoring to improve industrial relations by proactive initiatives / actions and results, very harmonious, cordial and healthy industrial relations though out the year led to an atmosphere conducive for the sustenance of growth and enrichment of value for the shareholders.

AUDITORS AND AUDITORS'' REPORT

M/s. Vishal G Goel & Co., Chartered Accountants are re-appointed as the Statutory Auditors of the Company to hold the office from the conclusion of this Annual General Meeting till the conclusion of the fourth consecutive Annual General Meeting held thereafter, subject to ratification of the appointment by the members at every Annual General Meeting of the Company after the ensuing Annual General Meeting.

The Auditors have confirmed that, their 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 in terms of Section 139 of the Companies Act, 2013.

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:

(i) That in the preparation of the annual accounts for the financial year ended March 31, 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review

(iii) That the directors had 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.

(iv) That the directors had prepared the accounts for the financial year March 31, 2014 on a going concern basis.

SECRETARIAL AUDIT REPORT

As a measure of good corporate governance practice, the Board of Directors of the Company appointed M/s. R Miglani & Co., Company Secretaries, to conduct Secretarial Audit of the Company.

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

Pursuant to Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, the following information is provided:

A. CONSERVATION OF ENERGY

Our Company is not an energy intensive unit, however regular efforts are made to conserve energy.

B. RESEARCH AND DEVELOPMENT

The Company did not have any activity during the year.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the Company had Nil Foreign Exchange Earnings.

PERSONNEL UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956

There were no personnel in receipt of remuneration as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

Your Directors express their sincere thanks and appreciation for the cooperation received from the Investors, Shareholders, Banks and Business Associates during the year under review. Your Directors also wish to place on record their appreciation for the excellent performance and contribution of the Employees to the Company''s progress during the year under review.

For and on behalf of the Board

Place: New Delhi Date: 14th August 2014 Sd/- AMIT DALMIA (CHAIRPERSON)

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Mar 31, 2013

To, The Shareholders

The Directors take pleasure in presenting the 20th Annual General Report of the Company together with the Audited Statement of the Accounts for the year ended on 31st March, 2013.

FINANCIAL HIGHLIGHTS (Rs. In Lacs)

PARTICULARS 31.03.2013 31.03.2012

Sales 4606.95 4187.12

Other Income 6.67 5.51

Total Income 4613.62 4192.63

Total Expenditure 4441.85 4036.21

Profit/ (Loss) before taxation, depreciation 171.77 156.41

Less: Depreciation 48.61 44.30

Profit/ (Loss) before taxation 123.16 112.11

Provision for Current Tax 39.75 28.74

Deferred Tax Liabilities 1.95 8.41

Balance Surplus Carried to Balance Sheet 81.46 74.96

WORKING RESULTS

During the year under review, the Company achieved the sales turnover of Rs. 4606.95 Lacs as against Rs. 4187.12 Lacs of the previous financial year. The profit before tax and profit after tax are at Rs. 123.16 Lacs and Rs. 81.46 Lacs respectively for the Financial Year 2012-13 as against Rs. 112.11 Lacs and Rs. 74.96 Lacs for the previous financial year.

DIVIDEND

The Company is putting continuous effort to expand its existing infrastructure, so the Company is not in a position to declare any dividend for the year. Therefore no dividend is proposed to be declared.

DEPOSIT

The Company has not accepted any deposits from the public or its employees during the year under review.

CAPITAL

The paid up equity capital of the Company is Rs. 4,62,42,200 divided into 46,24,220 equity shares of Rs. 10 each. The Company has not come out with any share issue during the year.

INSURANCE

The Properties and insurable assets and interest of your Company such as buildings, plant & machinery and stocks among others, are adequately insured.

BONUS ISSUE

During the year the Company has not issued any bonus shares.

DIRECTORS

In accordance with the provisions of the Articles of Association of the Company, Mr. Anil Kumar retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

SALES

During the year ended March 31st 2013, your company has gross sales of Rs. 49,22,73,896.00 /- as against Rs. 44,11,15,644.00 /- during the previous financial year. This represents 10.39 % growth.

FORWARD LOOKING STATEMENTS

This MD&A includes information that is forward-looking in nature. Such statements concern the future earnings of the Company, its operations, its financial results and its financial situation. Such forward- looking statements can be identified through use of expressions such as "believe", "foresee", "anticipate", "estimate", "expect" and other similar types of terms. Such statements are based on the information available at the time that they were made and on the good faith of management according to information available at this time. The statements include an element of uncertainty and the actual results may be significantly different from the assumptions and estimations described in the forward looking statements. The actual results will be affected by numerous factors over which the Company has no influence. Consequently, we recommend against placing undue trust in such forward-looking statements since future events and actual results may differ significantly from our forecasts.

The Industry: Opportunities & Threats

The Company''s main business is cutting, finishing and trading of Imported Marbles, but it can be done only after the raw material has been purchased / imported. The Government of India has laid down certain policies for granting Import License, which is followed by strict rules and regulations. The person who gets the license can import the raw materials during the year.

P G Industry is exposed to risk of price fluctuation on raw materials as well as finished products in all its products as due to import of raw materials it has the risk of delaying or loss in the shipment which may cause rise in the price of the raw materials and finished goods too. Due to increase in the Import tariff or import duties it also affects the flexibility of the prices of the raw materials.

Business Outlook and Overview:

The main business of the Company is to Manufacture and Trading of Imported Marbles. The Company''s strategy is to strengthen its business with the objective of long term growth. Its growth depends on the development of the Real Estate Sector. Now a day''s Real Estate Sector is developing day by day and the demand for the Imported Marbles also increasing.

The Company''s Import is based on the Government policies as laid by them. Its Import is on the basis of licensees granted by Ministry of Commerce & Industry, Government of India.

Internal Control Systems and Cost:

The Company has a proper and adequate system of internal controls to ensure that all the assets are safeguarded, protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly. The company conducts audit of various departments based on an annual audit plan through Senior Executive of the Company along with the head of finance department. The views of the statutory auditors are also considered to ascertain the adequacy of the internal control system.

Human Resource Development:

The Company believes that its human resources have been pivotal force to accelerate the growth of the organization right from its inception and it has been the company''s continuous Endeavour to create an environment where people excel and feel a sense of belongingness to the organization. The Company makes a continuous and concerted efforts not only to groom its human resources to meet with the present and future challenges in the field of Technology and Management functions but also focuses on providing an environment conductive for growth of employees and organization in the rapidly changing industrial scenario. To support the growing and expanding business needs, talent acquisition and development at all levels have been regularly groomed through need based training & development programmes organized by inviting expert faculties from outside as well as with the help of internal faculties the employees to attend specialized training programmes organized by the reputed training institutes in the country.

The Company has always remained conscious about the importance of safety, environment and health aspects and accordingly, training programmes on safety awareness, etc were organized in house during the year.

The Company is continuously endeavoring to improve industrial relations by proactive initiatives / actions and results, very harmonious, cordial and healthy industrial relations though out the year led to an atmosphere conducive for the sustenance of growth and enrichment of value for the shareholders.

AUDITORS AND AUDITORS'' REPORT

M/s Vishal G Goel & Co., Chartered Accountants, Statutory Auditor of the Company, hold office until the conclusion of ensuing Annual General Meeting and being eligible offer themselves for reappointment.

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:

(i) That in the preparation of the annual accounts for the financial year ended March 31, 2013 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review

(iii) That the directors had 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.

(iv) That the directors had prepared the accounts for the financial year March 31, 2013 on a going concern basis.

SECRETARIAL AUDIT REPORT

As a measure of good corporate governance practice, the Board of Directors of the Company appointed M/s Mukesh Arora & Co., Company Secretaries, to conduct Secretarial Audit of the Company.

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

Pursuant to Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, the following information is provided:

A. CONSERVATION OF ENERGY

Our Company is not an energy intensive unit, however regular efforts are made to conserve energy.

B. RESEARCH AND DEVELOPMENT

The Company did not have any activity during the year.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the Company had Nil Foreign Exchange Earnings.

PERSONNEL UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956

There were no personnel in receipt of remuneration as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

Your Directors express their sincere thanks and appreciation for the cooperation received from the Investors, Shareholders, Banks and Business Associates during the year under review. Your Directors also wish to place on record their appreciation for the excellent performance and contribution of the Employees to the Company''s progress during the year under review.

For and on behalf of the Board

Place: New Delhi

Date: 30 August 2013

Sd/-

SAKET DALMIA

(CHAIRMAN)

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Mar 31, 2011

The Shareholders

The Directors take pleasure in presenting the 18th Annual General Report of the Company together with the Audited Statement of the Accounts for the year ended on 31st March, 2011.

FINANCIAL HIGHLIGHTS (Rs. In Lacs)

PARTICULARS 31.03.2011 31.03.2010

Sales 3765.79 2837.55

Other Income 23.83 90.90

Total Income 3789.63 2928.45

Total Expenditure 3654.42 2742.04

Profit/(Loss) before taxation, depreciation 135.20 186.41

Less: Depreciation 35.84 26.00

Less: Short term capital loss/ speculation loss - 224.83

Profit/(Loss) before taxation 99.36 (64.42)

Provision for Current Tax 26.14 55.54

Deferred Tax Liabilities (23.25) (8.81)

Balance Surplus Carried to Balance Sheet 96.47 (112.32)

WORKING RESULTS

During the year under review, the Company achieved the sales turnover of Rs. 3765.79 Lacs as against Rs. 2837.55 Lacs of the previous Financial Year. The profit before tax and profit after tax were higher at Rs. 99.36 Lacs and Rs. 96.47 Lacs respectively for the Financial Year 2010-11 as against Rs. (64.42) Lacs and Rs. (112.32) Lacs for the previous Financial Year.

DIVIDEND

The Company is putting continuous effort to expand its existing infrastructure, so the Company is not in a position to declare any dividend for the year. Therefore no dividend is proposed to be declared.

DEPOSIT

The Company has not accepted any deposits from the public or its employees during the year under review.

CAPITAL

The paid up equity capital of the Company is Rs. 4,62,42,200 divided into 46,24,220 equity shares of Rs. 10 each. The Company has not come out with any share issue during the year.

INSURANCE

The Properties and insurable assets and interest of your Company such as buildings, plant & machinery and stocks among others, are adequately insured.

BONUS ISSUE

During the year the Company has not issued any bonus shares.

DIRECTORS

In accordance with the provisions of the Articles of Association of the Company, Mr. Anil Kumar and Mr. Pardip Asopa retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS AND AUDITORS' REPORT

M/s Vishal G Goel & Co., Chartered Accountants, Statutory Auditor of the Company, hold office until the conclusion of ensuing Annual General Meeting and being eligible offer themselves for reappointment.

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:

(i) That in the preparation of the annual accounts for the financial year ended March 31, 2011 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review

(iii) That the directors had 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.

(iv) That the directors had prepared the accounts for the financial year March 31, 2011 on a going concern basis.

SECRETARIAL AUDIT REPORT

As a measure of good corporate governance practice, the Board of Directors of the Company appointed M/s Mukesh Arora & Company, Company Secretaries, to conduct Secretarial Audit of the Company.

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

Pursuant to Section 217 (l)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, the following information is provided:

A. CONSERVATION OF ENERGY

Our Company is not an energy intensive unit, however regular efforts are made to conserve energy.

B. RESEARCH AND DEVELOPMENT

The Company did not have any activity during the year.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the Company had Nil Foreign Exchange Earnings.

PERSONNEL UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956

There were no personnel in receipt of remuneration as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

Your Directors express their sincere thanks and appreciation for the cooperation received from the Investors, Shareholders, Banks and Business Associates during the year under review. Your Directors also wish to place on record their appreciation for the excellent performance and contribution of the Employees to the Company's progress during the year under review.

For and on behalf of the Board

SAKET DALMIA (CHAIRMAN)

Place: New Delhi Date : 02.09.2011

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Mar 31, 2010

The Directors take pleasure in presenting the 17th Annua! General Report of the Company together with the Audited Statement of the Accounts for the year ended on 31st March, 2010.

FINANCIAL HIGHLIGHTS (Rs in Lacs)

PARTICULARS 31.03.2010 31.03.2009

Sales/ Other Income 2928.45 2361.76

Profit/(Loss) before taxation, depreciation 186.41 95.88

Less: Depreciation 26.00 15.19

Less: Short term capital loss/ speculation loss 224.83 -

Profrt/(Loss) before taxation (64.42) 80.69

Provision for Tax 46.72 19.93

Balance Surplus Carried to Balance Sheet (112.32) 60.76

WORKING RESULTS

Turnover of the Company is increased 120% to Rs. 2837.55 Lac during the year 2009 -2010, against the turnover of Rs. 2353.49 Lac during the preceding year 2008-2009. During the year the Company earns business profit of Rs. 160.40 Lac but due to loss from speculation business and short term capital loss, your company suffered a loss of Rs. 112.32 Lac. The management is looking forward that such losses do not occur in future.

DIVIDEND

The Company is in process of expansion of its existing infrastructures, so the Company is not in a position to declare any dividend for the year. Therefore no dividend is proposed to be declared.

DEPOSIT

The Company has not accepted any deposits from the public or its employees during the year under review.

CAPITAL

The paid up equity capital of the Company is 4,624,220 equity shares of Rs. 10 each aggregating Rs. 46,242,200. The Company has not come out with any share issue during the year.

BONUS ISSUE

During the year the Company has not issued any bonus shares.

DIRECTORS

In accordance with the provisions of the Articles of Association of the Company, Mr. Amit Dalmia and Mr. Tirath Ram Sabharwal retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

FORWARD LOOKING STATEMENTS

Forward looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The Companys actual results, performance or achievements could thus differ materially from those projects in any such forward- looking statements.

The Company assumes no responsibility to Company amends, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.

P G Industry Ltd. is a well known by its brand name "MARBLE CITY" in trading of Imported Italian Marbles for last many years. Over the years P G Industry Ltd. has built a formidable reputation of being a completely professionally managed Company where customer satisfaction is of paramount consideration.

The Industry: opportunities & Threats

The economic growth in India for the year 2009-10 was at 7.0% showing its strength to recover the economy in worldwide recession at the fastest. A 5.8% growth rate during the last quarter of the fiscal at a time when most developed economics have shrunk puts India among the top most growing nations. India economy has picked up and despite the economic slowdown the Infrastructure Sector has registered growth in the fiscal which is positive indication for the company future.

The main trading activity of the company is Imported Italian Marbles.

The Government of India has set certain criteria to grant Import Licence. The person who satisfied all that criteria will be provided with that licence and will be eligible to import the Italian Marbles. Due to less number of Importers there is less competition in the Market and great demand for the products.

If Government start providing licence to everyone than there will be tough competition in the market and which may leads to degradation of the quality of the marbles.

Business Outlook and Overview:

In line with the objectives of Long-term growth, the Company is developing the strategic competency and enhancing its operational efficiencies. Our strategy is to strengthen business, where we have competencies and remain leaders.

The Company is aggressively strengthening its Marble business by increasing its network and source of supplies. In addition of this Company has explored new quality of products from the International market, as there is huge demand of new designs and finest quality of Marbles.

The overall performance o the Company depends largely on trading of Marbles, the core of its business portfolio.

Internal Control Systems and Cost:

The Company presently has an adequate internal control system. The Company has an Internal Audit Department headed by a senior executive of the Company. The Company has also appointed an External firm of Chartered Accountant for a continuous Internal Audit of the affair of the Company and the Reports are sent to the Directors of the Company. At the Branches, External Firm of Chartered Accountants specifically appointed for the purpose of internal Audit simultaneously audits all the expenses.

The Company has undertaken an extensive exercise to control the overall cost and has finalized expenditure budget for all the Branches as well as the corporate office. All the Branches/Regional offices of the Company have been given specific cost budgets in order to monitor the costs as well as to explore and finalize ways of cost reduction.

Human Resource Development:

P G Industry Ltd. believes that human resources are the key resources for the success of any organisation. Thus the Company strives to create a culture of openness and empowerment amongst its employees and provide good carrier development. The Company is committed to the welfare of the employees and their families.

Your Company believes in trust transparency & teamwork to improve employees productivity at all levels.

AUDITORS AND AUDITORS REPORT

M/s Vishal G Goel & Co., Chartered Accountants, Statutory Auditor of the Company, hold office until the conclusion of ensuing Annual General Meeting and being eligible offer themselves for reappointment.

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:

(i) That in the preparation of the annual accounts for the financial year ended March 31, 2010 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review

(iii) That the directors had 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.

(iv) That the directors had prepared the accounts for the financial year March 31, 2010 on a going concern basis.

SECRETARIAL AUDIT REPORT

As a measure of good corporate governance practice, the Board of Directors of the Company appointed M/s Mukesh Arora & Company, Company Secretaries, to conduct Secretarial Audit of the Company.

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

Pursuant to Section 217 (l)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, the following information is provided:

A. CONSERVATION OF ENERGY

Our Company is not an energy intensive unit, however regular efforts are made to conserve energy.

B. RESEARCH AND DEVELOPMENT

The Company did not have any activity during the year.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the Company had Nil Foreign Exchange Earnings.

PERSONNEL UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956

There were no personnel in receipt of remuneration as prescribed under the provisions of Section 217{2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

Your Directors express their sincere thanks and appreciation for the cooperation received from the Investors, Shareholders, Banks and Business Associates during the year under review. Your Directors also wish to place on record their appreciation for the excellent performance and contribution of the Employees to the Companys progress during the year under review.

For and on behalf of the Board

Place: New Delhi

Date : 01.09.2010 SAKET DALMIA

(CHAIRMAN)