Directors Report of Solid Stone Company Ltd.

Mar 31, 2018

DIRECTOR’S REPORT

The Members,

The Directors have pleasure in presenting their Twenty-Eighth Annual Report of the Company for the year ended on 31^st March, 2018.

FINANCIAL RESULTS :

	Year Ended 31st March, 2018 Rs..in ‘000s	Year Ended 31st March, 2017 Rs..in ‘000s
Gross Income from Operations	6,14,461	6,61,654
Profit before Depreciation and Tax	15,040	17,561
Profit after Tax	5,891	7,075
Balance brought forward from
Previous year	86,121	78,893
Total Comprehensive Income for	5,887	7,228
the year
Surplus carried to Balance Sheet	92,008	86,121

DIVIDEND :

Your Directors, in order to conserve resources, have not recommend any Dividend for the year ended 31^st March, 2018 on the Equity Share Capital.(Previous Year : NIL).

OPERATIONS :

During the year under review the Company''s gross income as well as net profits were slightly lower but there was no significant impact on margins.

The Company continues to focus on the domestic market which has a growth potential.

SUBSIDIARIES AND ASSOCIATES :

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company''s Subsidiaries'' and Associate (in Form AOC-1) is forming part of the Consolidated Financial Statements.

CONSOLIDATED FINANCIAL STATEMENTS :

In accordance with the Accounting Standard (AS 21) on consolidated Financial Statements read with Accounting Standard (AS 23) on Accounting for Investment in Subsidiaries, the Audited Consolidated Financial Statements are provided in the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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 Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure A”.

RELATED PARTY TRANSACTIONS

Transactions with related parties during the year under review were in the ordinary course of business and on an arm''s length basis. During the year the Company had not entered into any contract or arrangement with a related party which would be considered as material in accordance with the policy of the Company on materiality of related party transactions.

The related party transactions are disclosed under Note No. 27E of the Notes to Financial Statements for the financial year 2017-18.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No.3 of the Notes to the Financial Statements.

INSURANCE :

All the assets of the Company are adequately insured.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in form MGT-9 in “Annexure B” of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Mrs.V.B.Khakhar, Director of the Company shall retire by rotation at the forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

Key Managerial Personnel

Mr.Milan Khakhar, Chairman and Managing Director, Mr.Prakash Khakhar, Joint Managing Director, Mr.Manoj Dewani, Chief Financial Officer and Mr.Hardik Valia, Company Secretary of the Company are Key Managerial Personnel of the Company. There was no change in the Key Managerial Personnel during the year.

BOARD EVALUATION :

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance and that of its statutory committees viz. Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee and that of the individual directors. The results of evaluation are satisfactory and adequate and meet the requirements of the company.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION :

(including criteria for determining qualification, positive attributes, independence of a Director, policy relating to remuneration for Directors, Key Managerial Personnel and other employees)

Policy on Directors’ Appointment

Policy on Directors'' appointment is to follow the criteria as laid down under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Emphasis is given to persons from diverse fields or professions.

Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that -

- Remuneration to workmen is as per the prevailing structure, qualification, experience and skills.

- Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen (non Unionised) is industry driven in which it is operating taking into account the performance leverage and such factors so as to attract and retain quality talent.

- For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, Independent Directors of the Company have made declarations confirming the compliance of the conditions of the independence stipulated in Section 149(6) of the Act.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

b) the Directors have 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 of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts on a going concern basis.

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2017-18.

DETAILS OF COMMITTEES OF DIRECTORS

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, Stakeholders Relationship/ Grievance Committee of Directors, number of meetings held of each Committee of Directors during the financial year 2017-18 and meetings attended by each member of the Committee as required under the Companies Act, 2013, are provided in Corporate Governance Report and forming part of the report. The recommendations of the Audit Committee, as and when made to the Board, have been accepted by it.

CORPORATE GOVERNANCE:

Your Company reaffirms its commitment to Corporate Governance and is fully compliant with the conditions of Corporate Governance stipulated in Clause ‘C'' of Schedule V on Annual Report pursuant to Regulation 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A separate section of disclosure on Corporate Governance and a Certificate from the Practicing Company Secretary dated 16^th May, 2018 in this regard, are annexed hereto and form part of the Report.

ANALYSIS OF REMUNERATION

The Information as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as “Annexure E”.

AUDITORS AND AUDITOR’S REPORT :

Statutory Auditors

The members in the 25^th Annual General Meeting have appointed M/s. Ashar & Co., Chartered Accountants (Registration No. 129159W) as Statutory Auditors of the Company to hold office until the conclusion of the Annual General Meeting to be held in the calendar year 2019. In accordance with the first proviso of Section 139(1) of the Companies Act, 2013 the appointment of the Auditors is to be ratified by members at every Annual General Meeting. The Auditors have confirmed their eligibility to the effect that the ratification of their appointment, if made, would be within the prescribed limits of the Companies Act, 2013 and that they are not disqualified for such appointment. There are no qualifications or adverse remarks in the auditors'' report.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Jinang Shah & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as “Annexure F “.

INTERNAL FINANCIAL CONTROLS

The Company is having in place internal financial controls system. The internal financial controls with reference to financial statements were adequate and operating effectively.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil / whistle blower mechanism which provides a channel to any employer / director to report to the Management concerns about unethical behavior, actual or suspected fraud or violation of code of conduct or policy. The mechanism provides for adequate safeguards against victimization of the whistle blower and also provides for direct access to the Chairman & Managing Director /Chairperson of the Audit Committee in exceptional cases.

AUDITORS QUALIFICATIONS

The remarks, if any, either by the Statutory Auditors or by the Practicing Company Secretary in their respective reports are self-explanatory. There are no qualifications or adverse remarks in the aforesaid reports.

RISK MANAGEMENT POLICY

The Company has formulated a Risk Assessment & Management Policy. The details of the Risk Management are covered in the Corporate Governance Report.

MEETINGS OF THE BOARD

Ten meetings of the Board of Directors were held during the year. For further details please refer to the report on corporate governance in this annual report.

PARTICULARS OF EMPLOYEES

Information pursuant to the provisions of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees is not provided as there are no employees drawing remuneration above the prescribed limits.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of annual return is annexed herewith and forming part of the report. (Annexure-B).

GENERAL

No disclosure or reporting is required of the following items as there were no transactions on these items during the year under review.

(i) Issue of equity shares with differential rights as to dividend, voting or otherwise

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

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

There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal Act, 2013) during the year under review.

APPRECIATION :

Your Directors wish to place on record their sincere appreciation for their continued support and co-operation received from the Banks, Customers, Suppliers, Employees and Shareholders of the Company.

By Order of the Board of Directors

Milan B. Khakhar

Chairman & Managing Director

(DIN : 00394065)

Place : Mumbai

Date : 16^th May, 2018

---

Mar 31, 2016

The Members,

The Directors have pleasure in presenting their Twenty-sixth Annual Report of the Company for the year ended on 31st March, 2016.

FINANCIAL RESULTS :

	Year Ended 31st March, 2016 Rs..in ''000s	Year Ended 31st March, 2015 Rs..in ''000s
Gross Income from Operations	5,99,278	5,75,219
Profit before Depreciation and Tax	16,353	41,270
Profit after Tax	5,935	21,453
Balance brought forward from Previous year	72,993	51,540
Amount available for Appropriation	78,928	72,993
Proposed Dividend	NIL	NIL
Tax on Dividend	NIL	NIL
Surplus carried to Balance Sheet	78,928	72,993

DIVIDEND :

Your Directors, in order to conserve resources, have not recommend any Dividend for the year ended 31st March, 2016 on the Equity Share Capital.(Previous Year : NIL).

OPERATIONS :

During the year under review the Company posted a higher gross income but margins were under pressure in the scenario of sectoral imbalances, inflationary trends and decline in rupee value. However, in light of the fact that the Directors are considering expansion plans and further on general fear of economic slowdown in the current financial year, the Board has not recommended any Dividend for the year under review.

The Company continues to focus on the domestic market which has a growth potential.

SUBSIDIARIES AND ASSOCIATE :

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company''s Subsidiaries'' and Associate (in Form AOC-1) is forming part of the Consolidated Financial Statements.

CONSOLIDATED FINANCIAL STATEMENTS :

In accordance with the Accounting Standard (AS 21) on consolidated Financial Statements read with Accounting Standard (AS 23) on Accounting for Investment in Subsidiaries, the Audited Consolidated Financial Statements are provided in the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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 Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure A”.

RELATED PARTY TRANSACTIONS

The Company has formulated a policy on dealing with Related Party Transactions. All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm''s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

During the year, the Company had not entered into any contract/ arrangement/transactions with related parties which can be considered as material in nature. The related party transactions are disclosed under Note No. 27E of the Notes to Financial Statements for the financial year 2015-16.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No.12 of the Notes to the Financial Statements.

INSURANCE :

All the assets of the Company are adequately insured.

ANNUALRETURN

The extracts of Annual Return pursuant to the provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in form MGT-9 in “Annexure B” of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Mrs.V.B.Khakhar, Director of the Company shall retire by rotation at the forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

Key Managerial Personnel

Mr.Manoj Dewani, Chief Financial Officer and Mr.Hardik Valia, Company Secretary of the Company are Key Managerial Personnel of the Company.

BOARD EVALUATION :

Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance and that of its statutory committees viz. Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee and that of the individual directors. The results of evaluation are satisfactory and adequate and meet the requirements of the company.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION :

(including criteria for determining qualification, positive attributes, independence of a Director, policy relating to remuneration for Directors, Key Managerial Personnel and other employees)

Policy on Directors'' Appointment

Policy on Directors'' appointment is to follow the criteria as laid down under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Emphasis is given to persons from diverse fields or professions.

Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that -Remuneration to workmen is as per the prevailing structure, qualification, experience and skills.

Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen (non Unionized) is industry driven in which it is operating taking into account the performance leverage and such factors so as to attract and retain quality talent.

For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

b) the Directors have 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 of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts on a going concern basis.

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.

CORPORATEGOVERNANCE:

Your company has always striven to incorporate appropriate standards for good corporate governance. A Management Discussion and Analysis Report is given in “Annexure C” to this Report. A separate Report on Corporate Governance is annexed to this Report as “Annexure D”.

It is also certified by the Directors that the Company''s paid—up capital and the net worth is below the ceiling limit as stated in the Regulation 15(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Circular No. CIR/ CFD/ POLICY CELL/7 /2014 and in which states that “compliance with the provisions of erstwhile Clause 49 of Listing Agreement and now Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not be mandatory, for the time being, in respect of listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. Accordingly, certificate from the Auditors or practicing company secretary for the above matter is not required.

ANALYSIS OF REMUNERATION

The Information as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as “Annexure E”.

AUDITORS AND AUDITOR''S REPORT :

Statutory Auditors

The members in the 25th Annual General Meeting have appointed M/s. Ashar & Co., Chartered Accountants (Registration No. 129159W) as Statutory Auditors of the Company to hold office until the conclusion of the Annual General Meeting to be held in the calendar year 2019. In accordance with the first proviso of Section 139(1) of the Companies Act, 2013 the appointment of the Auditors is to be ratified by members at every Annual General Meeting. The Auditors have confirmed their eligibility to the effect that the ratification of their appointment, if made, would be within the prescribed limits of the Companies Act, 2013 and that they are not disqualified for such appointment. There are no qualifications or adverse remarks in the auditors'' report.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Jinang Shah & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as “Annexure F ”.

INTERNAL FINANCIAL CONTROLS

The Company is having in place internal financial controls system. The internal financial controls with reference to financial statements were adequate and operating effectively.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil / whistle blower mechanism which provides a channel to any employer / director to report to the Management concerns about unethical behavior, actual or suspected fraud or violation of code of conduct or policy. The mechanism provides for adequate safeguards against victimization of the whistle blower and also provides for direct access to the Chairman & Managing Director /Chairperson of the Audit Committee in exceptional cases.

AUDITORS QUALIFICATIONS

The remarks, if any, either by the Auditors or by the Practicing Company Secretary in their respective reports have been dealt with, appropriately in this report.

RISK MANAGEMENT POLICY

The Company has formulated a Risk Assessment & Management Policy. The details of the Risk Management are covered in the Corporate Governance Report.

MEETINGS OF THE BOARD

Twelve meetings of the Board of Directors were held during the year. For further details please refer to the report on corporate governance in this annual report

GENERAL

No disclosure or reporting is required of the following items as there were no transactions on these items during the year under review.

(i) Issue of equity shares with differential rights as to dividend, voting or otherwise

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

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

There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal Act, 2013) during the year under review.

APPRECIATION :

Your Directors wish to place on record their sincere appreciation for their continued support and co-operation received from the Banks, Customers, Suppliers, Employees and Members of the company.

By Order of the Board of Directors

Milan B. Khakhar

Chairman & Managing Director

( DIN :00394065)

Place : Mumbai

Date : 30th May, 2016

---

Mar 31, 2015

The Directors have pleasure in presenting their Twenty-fifth Annual Report of the Company for the year ended on 31st March, 2015.

FINANCIAL RESULTS :

Year Ended Year Ended 31st March, 2015 31st March, 2014 Rs, in '000s Rs, in '000s

Gross Income from Operations 5,75,219 4,99,919

Profit before Depreciation and Tax 41,270 24,357

Profit after Tax 21,453 11,857

Balance brought forward from

Previous year 51,540 43,460

Amount available for Appropriation 72,993 55,317

Proposed Dividend NIL 3,228

Tax on Dividend NIL 549

Surplus carried to Balance Sheet 72,993 51,540

DIVIDEND :

Your Directors, in order to conserve resources, have not recommend any Dividend for the year ended 31st March, 2015 on the Equity Share Capital.(Previous Year : Rs, 0.60 per share).

OPERATIONS :

During the year under review the Company made overall improvement in performance, posting a higher gross income as well as Profit before taxes in the scenario of sect oral imbalances, inflationary trends and decline in rupee value. However, in light of the fact that the Directors are considering expansion plans and further on general fear of economic slowdown in the current financial year, the Board has not recommended any Dividend for the year under review.

The Company continues to focus on the domestic market which has a growth potential.

SUBSIDIARIES AND ASSOCIATE :

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's Subsidiaries' and Associate (in Form AOC-1) is forming part of the Consolidated Financial Statements.

CONSOLIDATED FINANCIAL STATEMENTS :

In accordance with the Accounting Standard (AS 21) on consolidated Financial Statements read with Accounting Standard (AS 23) on Accounting for Investment in Subsidiaries, the Audited Consolidated Financial Statements are provided in the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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 Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure A".

RELATED PARTY TRANSACTIONS

The Company has formulated a policy on dealing with Related Party Transactions. All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm's length basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

During the year, the Company had not entered into any contract/ arrangement/transactions with related parties which can be considered as material in nature. The related party transactions are disclosed under Note No. 27E of the Notes to Financial Statements for the financial year 2014-15.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No.12 of the Notes to the Financial Statements.

INSURANCE :

All the assets of the Company are adequately insured.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in form MGT-9 in "Annexure B" of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Mrs.V.B.Khakhar, Director of the Company shall retire by rotation at the forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

Mr.K.Gopi Nair , Director of the Company is proposed to be appointed as Non-retiring Independent Director for a term of 4 consecutive years not liable to retire by rotation.

Key Managerial Personnel

Mr. Manoj Dewani has been appointed as Chief Financial Officer of the Company with effect from 13th February 2015.

Board Evaluation :

Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance and that of its statutory committees viz. Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee and that of the individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

b) They have 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 of the Company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the Annual Accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are

adequate and are operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultant(s) and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

CORPORATE GOVERNANCE :

Your company has always striven to incorporate appropriate standards for good corporate governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report is given in "Annexure C" to this Report. A separate Report on Corporate Governance and a Certificate from the Statutory Auditors of the Company regarding the compliance of the conditions of Corporate Governance are annexed to this Report as "Annexure D".

PARTICULARS OF EMPLOYEES

The Information as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as "Annexure E".

AUDITORS :

Statutory Auditors

M/s. Ashar & Co., Chartered Accountants are eligible for re-appointment and have indicated their willingness to act as such. In terms of section 141 of the Companies Act 2013, their appointment needs to be confirmed and their remuneration needs to be fixed.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Jinang Shah & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as "Annexure F ".

SIGNIFICANT OR MATERIAL ORDERS

There were no significant and material orders passed by the regulators or courts or tribunals, which would impact the going concern status and the Company's operations in future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Audit plays a key role in providing an assurance to the Board of Directors with respect to the Company having adequate Internal Control Systems. The Internal Control Systems provide, among other things, reasonable assurance of recording the transactions of its operations in all material respects and of providing protection against significant misuse or loss of Company's assets. The details about the adequacy of Internal Financial Controls are provided in the Management Discussion and Analysis Report.

AUDITORS QUALIFICATIONS

The remarks, if any, either by the Auditors or by the Practising Company Secretary in their respective reports have been dealt with, appropriately in this report.

RISK MANAGEMENT POLICY

The Company has formulated a Risk Assessment & Management Policy. The details of the Risk Management are covered in the Corporate Governance Report.

APPRECIATION :

Your Directors wish to place on record their sincere appreciation for their continued support and co-operation received from the Banks, Customers, Employees and Members of the company.

By Order of the Board of Directors

Milan B. Khakhar

Chairman & Managing Director

(DIN : 00394065)

Place : Mumbai

Date : 30th May, 2015

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Twenty-fourth Annual Report of the Company for the year ended on 31st March, 2014

FINANCIAL RESULTS :

Year Ended Year Ended 31st March, 2014 31st March,2013 Rs. in ''000s Rs. in ''000s

Gross Income from Operations 4,99,919 4,51,114

Profit before Depreciation and Tax 24,357 21,102

Profit after Tax 11,857 8,637

Balance brought forward from 43,460 38,599 Previous year

Amount available for 55,317 47,236 Appropriation

Proposed Dividend 3,228 3,228

Tax on Dividend 549 548

Surplus carried to Balance Sheet 51,540 43,460

DIVIDEND :

Your Directors are pleased to recommend a Dividend of Rs..0.60 per share for the year ended 31st March, 2014 on the Equity Share Capital.(Previous Year . Rs. 0.60 per share), which if approved by the members will involve a payout of Rs.32.28 lacs plus Dividend Distribution Tax of Rs.5.49 lacs

OPERATIONS :

During the year under review the Company made overall improvement in performance, posting a higher gross income as well as Profit before taxes in the era of depressed markets, increasing costs and interest and decline in rupee value.

The Company continues to focus on the domestic market where the growth is impacted on account of sectoral imbalances.

SUBSIDIARY COMPANIES :

Information on Financials of Subsidiary Companies viz. Granitexx UK Ltd. and Stone Source GB Ltd. for the year 2013-14 are provided in Annexure hereto. In respect of Foreign Subsidiary Companies, figures in Rupees are converted from applicable respective currencies at appropriate rate at the year end.

DIRECTORATE :

Mrs.V.B.Khakhar, Director of the Company shall retire by rotation at the forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

Mr.Gaurav S.Davda has been appointed as Additional Director on 29th May 2014, and holds the office till ensuing Annual General Meeting. It is proposed to appoint him as Non-retiring Independent Director for a period of 5 consecutive years not liable to retire by rotation.

Ms.A.Y.Parekh , Director of the Company is proposed to be appointed as Non-retiring Independent Director for a term of 5 consecutive years not liable to retire by rotation.

Mr.Milan B.Khakhar, Chairman & Managing Director and Mr.Prakash B.Khakhar, Joint Managing Director, have been re-appointed by the Board of Directors subject to the approval of Members at the ensuing Annual General Meeting for 5 consecutive years effective from 1st August 2014.

CONSOLIDATED FINANCIAL STATEMENTS :

In accordance with the Accounting Standard (AS 21) on consolidated Financial Statements read with Accounting Standard (AS 23) on Accounting for Investment in Subsidiaries, the Audited Consolidated Financial Statements are provided in the Annual Report. The Statement on Subsidiaries pursuant to section 212 (3) of the Act, is attached hereto as separate annexure.

PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 AND RULES MADE THEREUNDER:

The Information Pursuant to section 217(2A) of the Companies Act, 1956 read with the Companies particulars of Employees Rules 1975 is not applicable.

Director''s Responsibility Statement under Section 217 (2AA) is as follows :

Your Directors make the following statement pursuant to section 217(2AA) of the Companies Act, 1956 ;

1. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That 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 at the end of the financial year and of the profit or loss of the Company for that period.

3. That the Directors have taken proper and sufficient care, to the best of their knowledge and ability, 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.

4. That the Directors have prepared the Annual Accounts on a going concern basis.

INSURANCE :

All the assets of the Company are adequately insured.

CORPORATE GOVERNANCE :

Your company has always striven to incorporate appropriate standards for good corporate governance . A separate report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, including the Management Discussion and Analysis, Shareholders'' Information and Auditors'' Certificate on its compliance, form part of this Annual Report.

AUDITORS :

M/s. Ashar & Co., Chartered Accountants are eligible for re-appointment and have indicated their willingness to act as such. In terms of section 141 of the Companies Act 2013, their appointment needs to be confirmed and their remuneration needs to be fixed.

DISCLOSURES :

Information as required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board Directors) Rules, 1988 is set out as under :

i) Conservation of Energy :

Energy conservation measures have already been implemented by the Company and there are no major areas where further conservation measures appear necessary. However, efforts to conserve and to optimize the use of energy through improved operational methods and other means will continue on an ongoing basis.

Current Year Previous Year Power Consumption (Electricity)

Units 54,810 43,733

Total Cost Rs. 5,35,670 Rs. 3,55,190

Rate per unit Rs. 9.77 Rs. 8.12

ii) Technology Absorption : Not Applicable

iii) Details of Foreign Exchange earning and Outgo during the year under review are furnished in the Notes to Accounts. APPRECIATION :

Your Directors wish to place on record their sincere appreciation for their continued support and co-operation received from the Banks, Customers, Employees and Members of the company. For and behalf of the Board PLACE : MUMBAI Milan B. Khakhar DATED : 29th May, 2014 Chairman.

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Mar 31, 2013

The Members,

The Directors have pleasure in presenting their Twenty-Third Annual Report of the Company for the year ended on 31st March, 2013.

FINANCIAL RESULTS :

Year Ended Year Ended 31st March, 2013 31st March, 2012 in ''000s in ''000s

Gross Income from Operations 4,51,114 4,49,997

Profit before Depreciation and Tax 21,102 21,542

Profit after Tax 8,637 8,719 Balance brought forward from

Previous year 38,599 33,632

Amount available for Appropriation 47,236 42,351

Proposed Dividend 3,228 3,228

Tax on Dividend 548 524

Surplus carried to Balance Sheet 43,460 38,599

DIVIDEND :

Your Directors are pleased to recommend a Dividend of Rs.0.60 per share for the year ended 31st March, 2013 on the Equity Share Capital.(Previous Year. Rs. 0.60 per share), which if approved by the members will involve a payout of Rs. 32.28 lacs plus Dividend Distribution Tax of Rs. 5.48 lacs

OPERATIONS :

During the year under review the Company made overall improvement in performance, posting a higher gross income in the era of depressed markets, increasing costs and interest and decline in rupee value.

The Company continues to focus on the domestic market where the growth is impacted on account of sectoral imbalances.

SUBSIDIARY COMPANIES :

Information on Financials of Subsidiary Companies viz. Granitexx UK Ltd. and Stone Source GB Ltd. for the year 2012-13 are provided in Annexure hereto. In respect of Foreign Subsidiary Companies, figures in Rupees are converted from applicable respective currencies at appropriate rate at the year end.

DIRECTORATE :

Mr.K.Natarajan, Director of the Company shall retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

CONSOLIDATED FINANCIAL STATEMENTS :

In accordance with the Accounting Standard (AS 21) on consolidated Financial Statements read with Accounting Standard (AS 23) on Accounting for Investment in Subsidiaries, the Audited Consolidated Financial Statements are provided in the Annual Report. The Statement on Subsidiaries pursuant to section 212 (3) of the Act, is attached hereto as separate annexure.

PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 AND RULES MADE THEREUNDER :

The Information Pursuant to section 217(2A) of the Companies Act, 1956 read with the Companies particulars of Employees Rules 1975 is not applicable.

Director''s Responsibility Statement under Section 217 (2AA) is as follows :

Your Directors make the following statement pursuant to section 217(2AA) of the Companies Act, 1956 ;

1. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That 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 at the end of the financial year and of the profit or loss of the Company for that period.

3. That the Directors have taken proper and sufficient care, to the best of their knowledge and ability, 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.

4. That the Directors have prepared the Annual Accounts on a going concern basis.

INSURANCE :

All the assets of the Company are adequately insured.

CORPORATE GOVERNANCE :

Your company has always striven to incorporate appropriate standards for good corporate governance . A separate report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, including the Management Discussion and Analysis, Shareholders'' Information and Auditors'' Certificate on its compliance, form part of this Annua Report.

AUDITORS :

M/s. Ashar & Co., Chartered Accountants are eligible for re-appointment and have indicated their willingness to act as such. In terms of section 224A of the Companies Act 1956, their appointment needs to be confirmed and their remuneration needs to be fixed.

DISCLOSURES :

Information as required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board Directors) Rules, 1988 is set out as under :

i) Conservation of Energy :

Energy conservation measures have already been implemented by the Company and there are no major areas where further conservation measures appear necessary. However, efforts to conserve and to optimize the use of energy through improved operational methods and other means will continue on an ongoing basis.

ii) Technology Absorption : Not Applicable

iii) Details of Foreign Exchange earning and Outgo during the year under review are furnished in the Notes to Accounts.

APPRECIATION :

Your Directors wish to place on record their sincere appreciation for their continued support and co-operation received from the Banks, Customers, Employees and Members of the company.

For and behalf of the Board

PLACE : MUMBAI Milan B. Khakhar

DATED : 27th May, 2013 Chairman.

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Mar 31, 2012

The Directors have pleasure in presenting their Twenty-second Annual Report of the Company for the year ended on 31st March, 2012.

FINANCIAL RESULTS : Year Ended Year Ended 31st March, 2012 31st March, 2011

Rs.in '000s Rs.in '000s

Gross Income from Operations 4,49,997 4,44,891

Profit before Depreciation and Tax 21,542 19,539

Profit after Tax 8,719 8,376 Balance brought forward from

Previous year 33,632 29,007

Amount available for Appropriation 42,351 37,383

Proposed Dividend 3,228 3,228

Tax on Dividend 524 524

Surplus carried to Balance Sheet 38,599 33,631

DIVIDEND :

Your Directors are pleased to recommend a Dividend of Rs..0.60 per share for the year ended 31st March, 2012 on the Equity Share Capital.(Previous Year . Rs. 0.60 per share)

OPERATIONS :

The Company continues to focus on the domestic market which is growing and is harnessing its domain knowledge to explore opportunities in India alongwith its regular export activities.

During the year under review the Company made overall improvement in performance, posting a higher net income in the era of depressed markets, increasing costs and interest.

SUBSIDIARY COMPANIES :

Information on Financials of Subsidiary Companies viz. Granitexx UK Ltd. and Stone Source GB Ltd. for the year 2011-12 are provided in Annexure hereto. In respect of Foreign Subsidiary Companies, figures in Rupees are converted from applicable respective currencies at appropriate rate at the year end.

DIRECTORATE :

Ms.A.Y.Parekh and Mr.K.Gopi Nair, Directors of the Company shall retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

CONSOLIDATED FINANCIAL STATEMENTS :

In accordance with the Accounting Standard (AS 21) on consolidated Financial Statements read with Accounting Standard (AS 23) on Accounting for Investment in Subsidiaries, the Audited Consolidated Financial Statements are provided in the Annual Report. The Statement on Subsidiaries pursuant to section 212 (3) of the Act, is attached hereto as separate annexure.

PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 AND RULES MADE THEREUNDER:

The Information Pursuant to section 217(2A) of the Companies Act, 1956 read with the Companies particulars of Employees Rules 1975 is not applicable.

Director's Responsibility Statement under Section 217 (2AA) is as follows :

Your Directors make the following statement pursuant to section 217(2AA) of the Companies Act, 1956 ;

1. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That 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 at the end of the financial year and of the profit or loss of the Company for that period.

3. That the Directors have taken proper and sufficient care, to the best of their knowledge and ability, 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.

4. That the Directors have prepared the Annual Accounts on a going concern basis.

INSURANCE :

All the assets of the Company are adequately insured.

CORPORATE GOVERNANCE :

Your company has always striven to incorporate appropriate standards for good corporate governance . A separate report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, including the Management Discussion and Analysis, Shareholders' Information and Auditors' Certificate on its compliance, form part of this Annual Report.

AUDITORS :

M/s. Ashar & Co., Chartered Accountants are eligible for re-appointment and have indicated their willingness to act as such. In terms of section 224A of the Companies Act 1956, their appointment needs to be confirmed and their remuneration needs to be fixed.

DISCLOSURES :

Information as required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board Directors) Rules, 1988 is set out as under :

i) Conservation of Energy :

Energy conservation measures have already been implemented by the Company and there are no major areas where further conservation measures appear necessary. However, efforts to conserve and to optimize the use of energy through improved operational methods and other means will continue on an ongoing basis.

Current Year Previous Year

Power Consumption (Electricity)

Units 43,397 37,821

Total Cost ' 3,47,350 2,51,130

Rate per unit 8.00 6.64

Consumption per unit of production (Units per sq.ft.) 1.98 0.84

ii) Technology Absorption : Not Applicable

iii) Details of Foreign Exchange earning and Outgo during the year under review are furnished in the Notes to Accounts.

APPRECIATION :

Your Directors wish to place on record their sincere appreciation for their continued support and co-operation received from the Banks, Customers, Employees and Members of the company.

For and behalf of the Board

PLACE : MUMBAI Milan B Khakhar

DATED : 29th August 2012 Chairman.

---

Mar 31, 2011

The Members,

The Directors have pleasure in presenting their Twenty-first Annual Report of the Company for the year ended on 31st March, 2011.

FINANCIAL RESULTS:

Year Ended Year Ended 31 st March, 2011 31 st March, 2010

Rs.in '000s Rs.in '000s

Gross Income from Operations 4,42,422 3,84,099

Profit before Depreciation and Tax 19,539 16,366

Profit after Tax 8,376 6,039

Balance brought forward from previous year 29,007 26,740

Amount available for Appropriation 37,383 32,780

Proposed Dividend 3,228 3,228

Tax on Dividend 524 549

Surplus carried to Balance Sheet 33,631 29,003

DIVIDEND :

Your Directors are pleased to recommend a Dividend of Rs.0.60 per share for the year ended 31st March, 2011 on the Equity Share Capital.

OPERATIONS:

The Company is continuing to focus on the domestic market which is growing and is harnessing its domain knowledge to explore opportunities in India alongwith its regular export activities.

During the year under review the Company made overall improvement in performance, posting higher gross as well as net income in the era of increasing costs and interest.

SUBSIDIARY COMPANIES:

Information on Financials of Subsidiary Companies viz. Granitexx UK Ltd. and Stone Source GB Ltd. for the year 2010-11 are provided in Annexure hereto. In respect of Foreign Subsidiary Companies, figures in Rupees are converted from applicable respective currencies at appropriate rate at the year end.

DIRECTORATE:

Mrs.Vasumati B.Khakhar, Director of the company shall retire by rotation at the forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standard (AS 21) on consolidated Financial Statements read with Accounting Standard (AS 23) on Accounting for Investment in Subsidiaries, the Audited Consolidated Financial Statements are provided in the Annual Report. The Statement on Subsidiaries pursuant to section 212 (3) of the Act, is attached hereto as separate annexure.

PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 AND RULES MADE THEREUNDER:

The Company had 2 ( two ) Employees who were in receipt of remuneration of not less than Rs.24,00,000 during the year ended 31st March, 2011, and no employees who were in receipt of Remuneration of not less than Rs.2,00,000 per month, during part of the said year. However, in pursuance of the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors Report is being sent to the shareholders of the company excluding the aforesaid information, and the said particulars will be made available on request, and also made available for inspection at the Registered Office of the Company. Members interested in obtaining such particulars may write to the Company at the Registered Office of the Company.

Director's Responsibility Statement under Section 217 (2AA) is as follows :

Your Directors make the following statement pursuant to section 217(2AA) of the Companies Act, 1956 ;

1. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That 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 at the end of the financial year and of the profit or loss of the Company for that period.

3. That the Directors have taken proper and sufficient care, to the best of their knowledge and ability, 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.

4. That the Directors have prepared the Annual Accounts on a going concern basis. INSURANCE:

All the assets of the Company are adequately insured.

CORPORATE GOVERNANCE:

Your company has always striven to incorporate appropriate standards for good corporate governance . A separate report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, including the Management Discussion and Analysis, Shareholders' Information and Auditors' Certificate on its compliance, form part of this Annual Report.

AUDITORS :

M/s. Ashar & Co., Chartered Accountants are eligible for re-appointment and have indicated their willingness to act as such. In terms of section 224A of the Companies Act 1956, their appointment needs to be confirmed and their remuneration needs to be fixed.

DISCLOSURES:

Information as required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board Directors) Rules, 1988 is set out as under:

i) Conservation of Energy :

Energy conservation measures have already been implemented by the Company and there are no major areas where further conservation measures appear necessary. However, efforts to conserve and to optimize the use of energy through improved operational methods and other means will continue on an ongoing basis.

ii) Technology Absorption : Not Applicable

iii) Details of Foreign Exchange earning and Outgo during the year under review are furnished in the Notes to Accounts.

APPRECIATION :

Your Directors wish to place on record their sincere appreciation for their continued support and co-operation received from the Banks, Customers, Employees and Members of the company.

For and behalf of the Board PLACE: MUMBAI Milan B Khakhar

DATED : 27th August 2011 Chairman.

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Mar 31, 2010

The Directors have pleasure in presenting their Twentieth Annual Report of the Company for the year ended on 31st March, 2010.

FINANCIAL RESULTS :

Year Ended Year Ended 31st March, 2010 31st March, 2009 Rs.in 000s Rs.in 000s

Gross Income 3,84,099 3,77,258

Profit before Depreciation and Tax 16,366 14,027

Profit after Tax 6,039 6,016

Balance brought forward from Previous year 26,740 24,501

Amount available for Appropriation 32,780 30,517

Proposed Dividend 3,228 3,228

Tax on Dividend 549 549

Surplus carried to Balance Sheet 29,003 26,740

DIVIDEND :

Your Directors are pleased to recommend a Dividend at the rate of 6% for the year ended 31st March, 2010 on the Equity Share Capital.

OPERATIONS :

The Company is continuing to focus on the domestic market which is growing, despite sectoral turnaround witnessed in global economy and harnessing its domain knowledge to explore opportunities in India alongwith its regular export activities.

During the year under review the company maintained its gross as well as net income, although margins were under pressure due to higher cost of inputs, interest and depreciation provision.

SUBSIDIARY COMPANIES :

Information on Financials of Subsidiary Companies viz. Granitexx UK Ltd. and Stone Source GB Ltd. for the year 2009-10 are provided in Annexure hereto. In respect of Foreign Subsidiary Companies, figures in Rupees are converted from applicable respective currencies at appropriate rate at the year end.

DIRECTORATE :

Mr.K.Natarajan, Director of the company shall retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

CONSOLIDATED FINANCIAL STATEMENTS :

In accordance with the Accounting Standard (AS 21) on consolidated Financial Statements read with Accounting Standard (AS 23) on Accounting for Investment in Subsidiaries, the Audited Consolidated Financial Statements are provided in the Annual Report. The Statement on Subsidiaries pursuant to section 212 (3) of the Act, is attached hereto as separate annexure.

PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 AND RULES MADE THEREUNDER :

The Company had 2 ( two ) Employees who were in receipt of remuneration of not less than Rs.24,00,000 during the year ended 31st March, 2010, and no employees who were in receipt of Remuneration of not less than Rs.2,00,000 per month, during part of the said year. However, in pursuance of the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors Report is being sent to the shareholders of the company excluding the aforesaid information, and the said particulars will be made available on request, and also made available for inspection at the Registered Office of the Company. Members interested in obtaining such particulars may write to the Company at the Registered Office of the Company.

Directors Responsibility Statement under Section 217 (2AA) is as follows :

Your Directors make the following statement pursuant to section 217(2AA) of the Companies Act, 1956 ;

1. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That 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 at the end of the financial year and of the profit or loss of the Company for that period.

3. That the Directors have taken proper and sufficient care, to the best of their knowledge and ability, 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.

4. That the Directors have prepared the Annual Accounts on a going concern basis.

INSURANCE :

All the assets of the Company are adequately insured.

CORPORATE GOVERNANCE :

Your company has always striven to incorporate appropriate standards for good corporate governance . A separate report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, including the Management Discussion and Analysis, Shareholders Information and Auditors Certificate on its compliance, form part of this Annual Report.

AUDITORS :

M/s. K. Poddar & Associates, Chartered Accountants, existing Auditors have expressed their unwillingness to be reappointed as Statutory Auditors of the Company. It is proposed to appoint M/s. Ashar & Co., Chartered Accountants, as Statutory Auditors of the company at the ensuing Annual General Meeting. They have indicated their willingness to act as statutory Auditors, in terms of section 224A of the Companies Act, 1956. The Company has received notice from a member signifying his intention to propose the candidature of M/s. Ashar & Co., Chartered Accountants to the office of the Auditors of the Company. Their appointment needs to be confirmed and remuneration needs to be fixed.

DISCLOSURES :

Information as required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board Directors) Rules, 1988 is set out as under :

i) Conservation of Energy :

Energy conservation measures have already been implemented by the Company and there are no major areas where further conservation measures appear necessary. However, efforts to conserve and to optimize the use of energy through improved operational methods and other means will continue on an ongoing basis.

APPRECIATION :

Your Directors wish to place on record their sincere appreciation for the support and co-operation received from the Banks, Customers, Employees and Members of the company at all levels.

For and behalf of the Board

PLACE : MUMBAI Milan B. Khakhar

DATED : 27th August 2010 Chairman.