Directors Report of Marble City India Ltd.

Mar 31, 2025

Your Board of Directors take pleasure in presenting the 32^nd Boardâs Report of the Company together with
the Audited Financial Statements for the year ended on 31^st March, 2025.

FINANCIAL HIGHLIGHTS		( in Lacs)

PARTICULARS	31.03.2025	31.03.2024

Sales	5900.46	4589.17
Other Income	587.58	506.47
Total Income	6488.03	5095.64
Expenses	4609.92	4053.95
Earnings before depreciation, finance costs and taxes	1878.11	1041.69
Less: Depreciation and Finance Costs	1562.29	1336.05
Profit/ (Loss) before taxation	315.82	-294.36
Tax Expenses	77.35	-116.91
Balance Surplus Carried to Balance Sheet	238.47	-177.72

STATEMENT OF COMPANYâS AFFAIRS

During the year under review, the Company achieved the sales turnover of ? 6488.03 Lacs as against
? 5095.64 Lacs of the previous financial year. The profit before tax and after tax are at ? 315.82 Lacs and
? 238.47 Lacs respectively for the Financial Year 2024 - 25 as against loss of ? 294.36 and ? 177.72 Lacs
for the previous financial year.

RESERVES

The Company has not transferred any amount to reserves during the year under review.

DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT
AS REQUIRED UNDER REGULATION 32 (7A) OF THE SEBI (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The funds raised through issuance of Equity Shares to promoters and non-promoters on private placement
basis, have been utilized as per the objects / purpose of such issue as stated in the Explanatory statement of
the Notice of Extra Ordinary General Meeting (âEGMâ) of the Company held on 14^th August, 2024 and
30^th November, 2024. Further, the utilization of the issuance proceeds is in line with the objects of the issue
and there is no deviation or variation therefrom.

The amount proposed to be raised by way of present preferential allotment shall be utilized as under:

Sr. No.	Particulars	Amount (Rs. In Crore)
1	To Repayment of Loan	17.00
2	To Meet working capital requirement of the company and its subsidiaries	3.50
3	General Corporate Purpose	6.42
	TOTAL	26.92

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.

DEPOSITS

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

The Authorized share capital of the Company is Rs. 25,00,00,000.00 divided into 5,00,00,000 equity shares
of Rs. 5 each. The paid-up equity capital of the Company is Rs. 11,66,75,540.00 divided into 2,33,35,108
equity shares of Rs. 5 each.

The Company had issued and allotted equity shares during the year under review. The details of
which are as follows:

1. The Board of Directors in its meeting held on September 10^th, 2024 approved the allotment of
1,05,00,000 (One Crore and Five Lakhs only) Equity Shares of Face Value of INR 5/- each (Indian
Rupees Five only) at a price of Rs. 17/- (Rupees Seventeen Only) each, including a premium of Rs.
12.00/- (Rupees Twelve Only) each, ranking pari-passu with existing equity shares of the Company
and 19,00,000 (Nineteen Lakhs only) convertible Warrants, Convertible into Equity Shares of Face
Value of INR 5/- each (Indian Rupees Five only) at a price of Rs. 17/- (Rupees Seventeen Only) each,
including a premium of Rs. 12.00/- (Rupees Twelve Only) each, ranking pari-passu with existing equity
shares of the Company to Person(s) belonging to Promoter and Non-Promoter Category on Preferential
Basis.

Consequent to the said allotment, the paid-up Equity Share Capital of the Company stands increased to
INR 11,22,36,540 (Indian Rupees Eleven Crore Twenty-Two Lakh Thirty-Six Thousand Five hundred
and forty only) divided into 2,24,47,308 (Two Crore Twenty-Four Lakh Forty-Seven Thousand Three
Hundred and Eight) Equity Shares of Face Value of INR 5/- (Indian Rupees Five only) each.

2. The Board of Directors in its meeting held on January 24, 2025 approved the allotment of 8,87,800
(Eight Lakhs Eighty-Seven Thousand and Eight Hundred only) Equity Shares of Face Value of INR
5/- each (Indian Rupees Five only) at a price of Rs. 100.50/- (Rupees Hundred and paisa fifty Only)
each, including a premium of Rs. 95.50/- (Rupees Ninety and Fifty Paisa Only) each, ranking pari-
passu with existing equity shares of the Company and 19,47,400 (Nineteen Lakhs Forty-Seven
Thousand and Four Hundred only) convertible Warrants, Convertible into Equity Shares of Face Value
of INR 5/- each (Indian Rupees Five only) at a price of Rs. 100.50/- (Rupees Hundred and paisa fifty
Only) each, including a premium of Rs. 95.50/- (Rupees Ninety and Fifty Paisa Only) each, ranking
pari-passu with existing equity shares of the Company to Person(s) belonging to Non-Promoter
Category on Preferential Basis.

Consequent to the said allotment, the paid-up Equity Share Capital of the Company stands increased to
INR 11,66,75,540 (Indian Rupees Eleven Crore Sixty-Six Lakh Seventy-Five Thousand Five hundred
and forty only) divided into 2,33,35,108 (Two Crore Thirty-Three Lakh Thirty-Five Thousand One
Hundred and Eight) Equity Shares of Face Value of INR 5/- (Indian Rupees Five only) each.

MATERIAL CHANGES AND COMMITMENTS

The company has not made any material changes and commitments affecting the financial position of the
company which have occurred between the end of the financial year of the company to which the financial
statements relate and the date of this report.

BOARD MEETINGS

During the Financial Year ended March 31, 2025, Fifteen Board Meeting were held and the maximum time
gap between two meetings did not exceed 120 days. The dates on which the Board Meetings held were as
follows:

1.	30th May, 2024*	6.	12^th August, 2024	10.	14^th November, 2024
2.	11^th July, 2024**			11.	02^nd December, 2024
		7.	05^th September, 2024	12.	10^th January, 2025
3.	19^th July, 2024**	8.	10^th September, 2024**	13.	24^th January, 2025**
4.	22^nd July, 2024			14.	14^th February, 2025
5.	08^th August, 2024	9.	06^th November, 2024	15.	17^th March, 2025

*Board Meeting dated 30^th May, 2024 was adjourned due to lack of quorum.

** Board meeting dated 11^th July ,2024, 19^th July,2024, 10^th September,2024 and 24^th January,2025 were
duly held and convened. However, these were inadvertently not reported to Bombay Stock Exchange in
Quarterly Corporate Governance Report.

Requisite quorum was present for all the meetings. The maximum gap between any two meetings did not
exceed threshold period.

DIRECTORS

As on closing of the year, the board of directors was comprised of Five Directors with an optimum
combination of Executive, Non-Executive and Independent Directors. The composition of the Board and
category of Directors is as follows:

S NO NAME OF DIRECTOR CATEGORY

1	Shri Saket Dalmia	Promoter, Managing & Executive Director
2	Shri Amit Dalmia	Non - Executive Director
3	Smt. Usha Sharma	Non - Executive Director
4	Shri Himanshu Duggal	independent Non - Executive Director
5	Shri Nirdesh Agarwal	independent Non - Executive Director

However, Shri Himanshu Duggal and Shri Nirdesh Agarwal have been appointed as an Independent
Director of the company with effect from 01^st April,2024 and Shri Pradip Asopa and Shri Anil Kumar had
completed their tenure as Independent Director and vacated their office with effect from 01.04.2024

The Board meets regularly and is responsible for the proper direction and management of the Company.

In accordance with the provisions of the Articles of Association of the Company, Mr. Amit Dalmia (DIN:
00083646) retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for
re-appointment.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

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 candidateâs 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

âIndependent Directorâ if he/she meets with the criteria for âIndependent Directorâ
as laid down in the Companies Act, 2013.

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 Boardâs 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 this upcoming Annual General
Meeting.

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 on 31^stMarch, 2025. The Secretarial Audit Report is annexed as
Annexure I.

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.

Explanation on Comments of Statutory Auditor in Audit Report for the Financial Year ended 31st
March, 2025:

(i) Company has Equity (paid up capital and reserves) of Rs. 6031.07 Lacs and Borrowings including
short term borrowing of Rs. 9102.02 Lacs as on 31^st March, 2025. Borrowing are 1.51 times of
Equity (paid up up capital and reserves.)

The limit of Borrowing approved by Shareholders of the Company is Rs. 150 Crore and total
borrowing is within that limit.

(ii) Company has not appointed Chief Financial Officer till Audit Report Date.

The Company is trying its best to appoint CFO and has already took interviews of few candidates.
Negotiations are being made on compensation as per the size of the Company. However, No
candidate has agreed on that compensation. We are still trying our best to appoint CFO.

(iii) The Company has no pending litigations which have the impact on its financial position in its financial
statements except stated herein below;

Nature of Dues	Amount of Dues (In Lacs)	Period to which dues relate	Forum where the dispute is pending	Belongs to
Income Tax (Income Tax Act, 1961)	233.05	AY 2017-18	CIT-A	In the name of Priceless Overseas Limited now merged into P G Industry Limited (now Marble City India Limited)
	165.99	AY 2012-13	CIT-A	P G Industry Limited (Now Marble City India Limited)
	162.81	AY 2013-14	CIT-A	P G Industry Limited (Now Marble City India Limited)
Goods and Service Tax	730.00	** Deposited under protest	Director General of GST intelligence (DGGI)	P G Industry Limited (Now Marble City India Limited)

* * Director General of GST intelligence (DGGI) Jaipur Zonal Unit conducted an search at the
Kishangarh (Rajasthan) office, Factory at Behror (Rajasthan) and directors Residential Premises
and an amount of Rs. 730.00 Lacs deposited by the company on the insistence of the GST
department under protest

No Show Cause Notice has been issued by DGGI, Jaipur Unit till date and the amount of tax
deposited by the Company has not been appropriated by the Department. Therefore, it is clear from
the above that there is no change in the facts or circumstances in the information. It is a trite law
that the amount deposited by the Taxpayer during investigation/search proceedings cannot be said
to be voluntary in nature and the same is liable to be refunded along with interest. The courts have
further held that collection/retention of such amounts towards tax would give it a colour of
coercion, which is not backed by the authority of law.

Explanation on Comments of Secretarial Auditor in Secretarial Audit Report for the Financial Year

ended 31st March, 2025:

(iv) The company is required to appoint Chief Financial officer in accordance with the provisions of
Section 203 of the Companies Act, 2013 read with rule 8 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The Company is liable under provisions of
Section 203(5) of the Companies Act, 2013. The management has not taken any satisfactory action
to comply with the section 203 and rules thereunder.

The Board of Directors are trying its best to appoint C.F.O and assure they will appoint C F O at
earliest.

(v) The Company is in non-compliance with the provisions of Section 138 of the Companies Act,
2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, as it has not appointed an
Internal Auditor during the audit period. The Company is required to appoint an Internal Auditor

in accordance with the said provisions. The management has not taken any satisfactory action to
comply with the section 138 and rules thereunder.

The Board of Directors are trying its best to appoint Internal Auditor and assure they will appoint
Internal Auditor at earliest.

(vi) The listed entity did not make the disclosure within the prescribed timeline under Regulation 23(9)

of SEBI (LODR) Regulations, 2015 and submitted it to the stock exchange with a delay for the half
years ended March 2024 and September 2024.

The Company has not taken adequate corrective action, as the delay has occurred again in the
current year despite a similar non-compliance in the previous year. A fine of Rs. 5,900/- was paid
in this regard.

The Management has discussed the same and will take extra precaution to avoid such delay.

(vii) The listed entity has not made disclosure within prescribed time under Regulation 33(3)(d) of SEBI
(LODR) Regulation, 2015 and has made delayed submission with stock exchange. This nonÂ¬
compliance was also observed in the previous year and continues to persist. The Company has paid
a fine of Rs. 2,47,800/- for this delay.

The Management has discussed the same and will take extra precaution to avoid such delay.

(viii) The Company has not made disclosure within prescribed time under Regulation 33(3)(a) of SEBI
(LODR) Regulation, 2015 and has made delayed submission with stock exchange. The Company
has not taken satisfactory corrective measures to address this repeated non-compliance and paid a
fine of Rs. 5,900/-.

The Management has discussed the same and will take extra precaution to avoid such delay.

(ix) The Company is maintaining a functional website however the information available on the website
of the listed entity is not up to date and requires update of the compliances and information of
previous quarters under Regulation 46 of SEBI (LODR) Regulation, 2015.

The Management has discussed the same and will take extra precaution to avoid such delay.

(x) The listed entity failed to submit the Annual Secretarial Compliance Report for the financial year
ended 2024 in XBRL format within the prescribed timeline and paid a fine of Rs. 9,440/-.

The Management has discussed the same and will take extra precaution to avoid such delay.

(xi) The listed entity has not appointed a Chief Financial Officer (CFO) within the prescribed timeline
under Regulation 26A(2) of SEBI (LODR) Regulations, 2015.The position has remained vacant
for a prolonged period, constituting a repeated non-compliance with respect to the appointment of
Key Managerial Personnel.

The Board of Directors are trying its best to appoint C.F.O and assure they will appoint C F O at
earliest.

(xii) There was an inadvertent delay in furnishing prior intimation of the Board Meeting held in
November 2024.

The Company has since taken steps to strengthen internal compliance mechanisms to avoid
recurrence. No monetary penalty was imposed by the exchange for this delay.

(xiii) The listed entity failed to submit the outcome of the Board Meeting held on November 14, 2024,
within the 30-minute timeline under Regulation 30(6) read with Part A of Schedule III of SEBI
(LODR) Regulations, 2015.

The outcome was uploaded only on November 18, 2024, and extra precaution will be taken by the
Company in future.

(xiv) The listed entity published the financial results in newspapers in compliance with Regulation
47(1)(b) but failed to submit publication proof to the stock exchange as required under Regulation
47(3) for the quarters ended March 2024, June 2024, and September 2024.

The Management has discussed the same and will take extra precaution to avoid such delay.

(xv) The listed entity did not submit the confirmation under Regulation 74(5) of SEBI (Depositories and
Participants) Regulations, 2018, within 15 days from the end of the quarter ended December 2024,
resulting in delayed regulatory compliance.

The Management has discussed the same and will take extra precaution to avoid such delay.

(xvi) The listed entity did not file voting results within the prescribed timeline under Regulation 44(3)
of SEBI (LODR) Regulations, 2015, for the general meeting. While no monetary penalty was
imposed, this delay indicates deficiencies in internal compliance controls.

The Management has discussed the same and will take extra precaution to avoid such delay.

(xvii) The Company has not completed the cost audit or filed Form CRA-4 for FY 2023-24 as required
under Section 148 of the Companies Act, 2013 and applicable Rules.

The Management has discussed the same and will file the same without any further delay.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory auditors nor the secretarial auditors have reported to the
Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed
against your Company by its officers and employees, the details of which would need to be mentioned in
the Boardâs Report.

MAINTAINENCE OF COST RECORDS

Cost records have been made and maintained by your Company as specified by the Central Government
under Sub-Section (1) of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records
and Audit) Rules, 2014.

AUDIT COMMITTEE

As on closing of the year, the Audit Committee of the company comprised Three Non-Executive Directors,
of which two of them are Independent. The Chairman of the committee is an independent Director having
financial and accounting knowledge. The composition of Audit Committee and attendance of Directors at
committee meetings is shown below:

Name of the Director	Designation	Attendance at Committee Meeting
		Held	Attended
Mr. Himanshu Duggal	Chairman	4	4
Mrs. Usha Sharma	Member	4	4
Mr. Nirdesh Agarwal	Member	4	4

Statutory Auditors were invited to participate in the meetings of Audit Committee wherever necessary.

During the financial year ended 31^st March 2025 the Audit Committee of the company met four times. The

dates of the meetings were:

25^th May, 2024 03^rd August, 2024

06^th November, 2024 07^th February, 2025

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 2024Â¬
25, The Managing Director 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.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directorsâ

Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended March 31, 2025
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 this Act 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, 2025;

(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; and

(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 has made expenditure of Rs. 4,83,20,534/- 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 II.

The detail of top ten employees in terms of remuneration drawn as per the provisions of Rule 5(2) and (3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been
included in Annexure III.

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

VIGIL MECHANISM FOR EMPLOYEES E.T.C.

Your Company has established a vigil mechanism for reporting of concerns which is in compliance of the
provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014 and listing regulations. The Vigil Mechanism provides for framework
and process whereby concerns can be raised by its employees against any kind of discrimination,
harassment, victimization or other unfair practice being adopted by them. Adequate safeguards are provided
against victimization to those who avail of the mechanism, and access to the Chairman of the Audit
Committee, in exceptional cases, is provided to them.

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 Annual Return as on 31^st March 2025 is available on your Companyâs
website: www.pgil.com

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Managementsâ Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming
Annexure IV of the Directorâs Report.

INTERNAL FINANCIAL CONTROLS

The Directors had laid down internal financial controls to be followed by the Company and such policies
and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business,
including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information.

DETAILS IN RESPECT OF FRAUDS

No fraud has been reported by auditors under sub - section (12) of section 143 of the Act other than those
which are reportable to Central government.

CORPORATE GOVERNANCE REPORT

Your Company has implemented all the stipulations of the Corporate Governance Practices set out by the
Securities and Exchange Board of India and as provided in SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Separate section on Report of Corporate Governance as stipulated under
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 form part of the Annual
Report.

The requisite certificate from the Company Secretary in Practice regarding compliance of conditions of
Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is attached and form part of the Annual Report.

COMPLIANCE OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ACT 2013:

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on armâs length basis and are in compliance with the applicable
provisions of the Act and the SEBI (LODR) Regulations. There are no materially significant related party
transactions made by the company with Promoters, Directors or Key Managerial Personnel etc. which may
have potential conflict with the interest of the company at large.

All Related Party and transactions with them has been presented to the Board of Directors in their respective
Board Meeting. The Board Members overseen all the Related Party and the transactions. After the brief
discussions on the following matters:

a) the name of the related party and nature of relationship;

b) the nature, duration of the contract and particular of the contract or arrangement;

c) the material terms of the contract or arrangement including the value, if any;

d) any advance paid or received for the contract or arrangement, if any;

e) the manner of determining the pricing and other commercials terms, both included as part
of contract and not considered as part of contract;

f) whether all factors relevant to the contract have been considered, if not, the details of
factors not considered with the rationale for not considering those factors; and

g) any other information relevant or important for the Board to take a decision on the
proposed transaction.

The Board Authorized the Audit Committee for making the criteria for granting omnibus approval for
Related Party Transactions.

All Related Party Transactions are presented to the Audit committee. Audit Committee consider the
following items before making the Omnibus approval:

a) maximum value of the transactions, in aggregate, which can be allowed under the omnibus route
in a year;

b) the maximum value per transactions which can be allowed;

c) extent and matter of disclosures to be made to the Audit Committee at the time of seeking omnibus
approval;

d) review, at such intervals as the Audit Committee may deem fit, related party transaction entered
into by the company pursuant to each of the omnibus approval made;

e) transactions which cannot be subject to the omnibus approval by the Audit Committee.

Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement
of related party transactions was presented before the Audit Committee on a quarterly basis, specifying the
nature, value and terms and conditions of the transactions.

All the contracts/arrangements/transactions entered with related party for the year under review were on
Armâs Length basis. Company has entered into material related party transactions during the year under
review. Further disclosure in Form AOC-2 is as attached as Annexure V.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the
website of the Company (www.pgil.com).

CORPORATE SOCIAL RESPONSIBILITY

There is no need to form Corporate Social Responsibility Committee and Corporate Social Responsibility
Policy for the company as per the requirement of the Companies Act, 2013.

FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS

The details of programmes for familiarization of Independent Directors with the company, their roles and
responsibilities in the company, business model of the company and other related matter are updated on the
website of the Company (www.pgil.com).

To familiarize the new inductees as independent director with the strategy, operations and functions of our
Company, the executive directors make presentations to the inductees about the Company''s organization
structure, finance, human resources, facilities and risk management.

POLICY FOR PRESERVATION OF DOCUMENTS

In terms of applicable provisions of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 Company have incorporated policy for preservation of
documents as specified in the Regulation.

POLICY ON MATERIALITY OF RELATED PARTY TRANSACTIONS

In terms of Regulation 23(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 Company have incorporated policy to determine materiality of Related
Party Transactions as specified in the Regulation.

RISK MANAGEMENT POLICY

Enterprise Risk Management is a risk-based approach to manage an enterprise, identifying events that may
affect the entity and manage risks to provide reasonable assurance regarding achievement of entityâs
objective.

The risks identified by the Company broadly fall into the following categories viz. strategic risks,
operational risks, regulatory risks, financial and accounting risks, foreign currency and other treasury
related risks and information systems risks. The risk management process consists of risk identification,
risk assessment, risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new
risks.

Board has laid down a risk management framework and policy to address the above risks. The objective of
the policy is to identify existing & emerging challenges that may adversely affect the Company and manage
risks in order to provide reasonable assurance to the various stakeholders. In the opinion of your Board,
none of the risks which have been identified which may threaten the existence of the Company.

CAPITAL AND DEBT STRUCTURE

Your director states that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items during the year under review: -

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

b) Issue of the equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to directors or employees of the Company

d) Issue of Employee Stock Option Scheme to employees of the company

e) There is no subsidiary, Associate and joint venture of the company and further there are no
companies, which have become or ceased to be the subsidiary and joint venture of the company
during the year.

f) No significant or material orders were passed by the regulators or courts or tribunals, which impact
the going concern status and Companyâs operations in future.

g) Purchase of or subscription for shares in the company by the employees of the company.

h) There is no material subsidiary of company, so no policy on material subsidiary is required to be
adopted.

i) There is no Corporate Insolvency Resolution Process under IBC 2016 initiated against the
Company.

j) The Company did not make any one-time settlement during the year.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has Complied all the Secretarial Standards as applicable during the Financial Year 2024 -

25. â

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
Companyâs progress during the year under review.

For and on behalf of the Board

Place: New Delhi
Date: 05^th September 2025

Sd/- Sd/-

Saket Dalmia Amit Dalmia

(Managing Director) (Director)

DIN: 00083636 DIN:0003646

Mar 31, 2024

Your Board of Directors take pleasure in presenting the 31^st Boardâs Report of the Company together with the Audited Financial Statements for the year ended on 31^st March, 2024.

FINANCIAL HIGHLIGHTS		('' in Lacs)

PARTICULARS	31.03.2024	31.03.2023

Sales	4589.17	11382.96
Other Income	506.47	23.13
Total Income	5095.64	11406.09
Expenses	4369.00	10652.03
Earnings before depreciation, finance costs and taxes	726.64	754.06
Less: Depreciation and Finance Costs	973.39	637.40
Profit/ (Loss) before taxation	-246.75	116.66
Tax Expenses	-51.68	39.59
Balance Surplus Carried to Balance Sheet	-195.07	77.07

STATEMENT OF COMPANYâS AFFAIRS

During the year under review, the Company achieved the sales turnover of '' 5095.64 Lacs as against '' 11406.09 Lacs of the previous financial year. The loss before tax and after tax are at'' 246.75 Lacs and '' 195.07 Lacs respectively for the Financial Year 2023 - 24 as against profit of'' 116.66 and '' 77.07 Lacs for the previous financial year.

RESERVES

The Company has not transferred any amount to reserves during the year under review.

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.

DEPOSITS

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

CAPITAL

The Authorized share capital of the Company is Rs. 15,25,00,000.00 divided into 3,05,00,000 equity shares of Rs. 5 each. The paid-up equity capital of the Company is Rs. 5,97,36,540.00 divided into 1,19,47,308 equity shares of Rs. 5 each.

MATERIAL CHANGES AND COMMITMENTS

The company has not made any material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

BOARD MEETINGS

During the Financial Year ended March 31, 2024, Twelve Board Meeting were held and the maximum time gap between two meetings did not exceed 120 days. The dates on which the Board Meetings held were as follows:

1.	04^th April, 2023	6.	24^th July, 2023	10.	09^th December, 2023
2.	14^th April, 2023			11.	05^th March, 2024
		7.	14^th August, 2023	12.	30^th March, 2024
3.	01^st May, 2023	8.	28^th August, 2023
4.	23^rd May, 2023
5.	30th May, 2023	9.	14^th November, 2023

DIRECTORS

As on closing of the year, the board of directors was comprised of Five Directors with an optimum combination of Executive, Non-Executive and Independent Directors. The composition of the Board and category ofDirectors is as follows:

S. NO.	NAME OF DIRECTOR	CATEGORY
1	Shri Saket Dalmia	Promoter, Managing & Executive Director
2	Shri Amit Dalmia	Non - Executive Director
3	Smt. Usha Sharma	Non - Executive Director
4	Shri Pradip Asopa	Independent Non - Executive Director
5	Shri Anil Kumar	Independent Non - Executive Director

However, Shri Himanshu Duggal and Shri Nirdesh Agarwal have been appointed as an Independent Non -Executive Director of the company with effect from 01^st April,2024 and Shri Pradip Asopa and Shri Anil Kumar has completed their tenure as Independent Director and are no more Director of the company with effect from 01.04.2024

The Board meets regularly and is responsible for the proper direction and management of the Company.

In accordance with the provisions of the Articles of Association of the Company, Mrs. Usha Sharma (DIN: 07155779) retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

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 candidateâs 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 ofDirectors in terms ofSection 178(3) ofthe 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 âIndependent Directorâ if he/she meets with the criteria for âIndependent Directorâ as laid down in the Companies Act, 2013.

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 Boardâs 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 upcoming Annual General Meeting.
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 on 31^stMarch, 2024. The Secretarial Audit Report is annexed as Annexure I.

The Auditorsâ Report for the Financial Year ended 31st March, 2024 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.

Explanation on Comments of Secretarial Auditor in Secretarial Audit Report for the Financial Year ended 31st March, 2024:

(i) The company is required to appoint Chief Financial officer in accordance with the provisions of Section 203 of the Companies Act, 2013 read with rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Company is liable under provisions of Section 203(5) of the Companies Act, 2013. The management has not taken any satisfactory action to comply with the section 203 and rules thereunder.

The Board of Directors are trying its best to appoint C.F.O and assure they will appoint C F O at earliest.

(ii) The Company has not made disclosure within prescribed time under Regulation 23(9) of SEBI (LODR) Regulation, 2015 and has made delayed submission with stock exchange.

(iii) The Company has not made disclosure within prescribed time under Regulation 33(3)(d) of SEBI (LODR) Regulation, 2015 and has made delayed submission with stock exchange.

(iv) The Company has not made disclosure within prescribed time under Regulation 33(3)(a) of SEBI (LODR) Regulation, 2015 and has made delayed submission with stock exchange.

(v) The Company has not made Declaration of Impact of Audit Qualifications under circular CIR/CFD/CMD/56/2016

(vi) The Company has not submitted Annual secretarial compliance report for the year ended 2023 in XBRL format under Regulation 24A of SEBI (LODR) Regulation, 2015

(vii) The Company has not submitted Copy of Annual Report to the stock exchange within specified time for the year ended March, 2023 after date of dispatch of the same to shareholders under Regulation 34 (1) (a) of SEBI (LODR) Regulation, 2015.

(viii) The Company is maintaining a functional website however the information available on the website of the listed entity is not up to date and requires update of the compliances and information of previous quarters under Regulation 46 of SEBI (LODR) Regulation, 2015.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory auditors nor the secretarial auditors have reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against your Company by its officers and employees, the details of which would need to be mentioned in the Boardâs Report.

MAINTAINENCE OF COST RECORDS

Cost records have been made and maintained by your Company as specified by the Central Government under Sub-Section (1) of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

The Board of Directors at their meeting held on 28^th August 2023 approved the appointment of Mr. Manish Chandra, Cost Accountant, New Delhi (Membership No.: 034349), as Cost Auditors to conduct the audit of the cost records of the Company, for the financial year ending 31st March 2024. The audit is being conducted by the Cost Auditor.

AUDIT COMMITTEE

As on closing of the year, the Audit Committee of the company comprised Three Non-Executive Directors, of which two of them are Independent. The Chairman of the committee is an independent Director having financial and accounting knowledge. The composition of Audit Committee and attendance of Directors at committee meetings is shown below:

Name of the Director	Designation	Attendance at Committee Meeting
Name of the Director	Designation	Held	Attended
Mr. Pradip Asopa	Chairman	4	4
Mrs. Usha Sharma	Member	4	4
Mr. Anil Kumar	Member	4	4

Statutory Auditors were invited to participate in the meetings of Audit Committee wherever necessary.

During the financial year ended 31^st March 2024 the Audit Committee of the company met four times. The

dates of the meetings were:

16^th May, 2023 01^st August, 2023

06^th November, 2023 01^st February, 2024

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 202324, The Managing Director 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.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directorsâ

Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended March 31, 2024 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 this Act 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, 2024;

(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; and

(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 has made expenditure of Rs. 7,24,70,131.81/- 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 II.

The detail of top ten employees in terms of remuneration drawn as per the provisions of Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been included in Annexure III.

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

VIGIL MECHANISM FOR EMPLOYEES E.T.C.

harassment, victimization or other unfair practice being adopted by them. Adequate safeguards are provided against victimization to those who avail of the mechanism, and access to the Chairman of the Audit Committee, in exceptional cases, is provided to them.

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 Annual Return as on 31^st March 2024 is available on your Companyâs website: www.pgil.com

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Managementsâ Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming Annexure IV of the Directorâs Report.

INTERNAL FINANCIAL CONTROLS

The Directors had laid down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

DETAILS IN RESPECT OF FRAUDS

No fraud has been reported by auditors under sub - section (12) of section 143 of the Act other than those which are reportable to Central government.

CORPORATE GOVERNANCE REPORT

Your Company has implemented all the stipulations of the Corporate Governance Practices set out by the Securities and Exchange Board of India and as provided in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Separate section on Report of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 form part of the Annual Report.

The requisite certificate from the Company Secretary in Practice regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached and form part of the Annual Report.

COMPLIANCE OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ACT 2013:

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee underthe Sexual Harassment ofWomen atWorkplace (Prevention, Prohibition and Redressal) Act, 2013.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on armâs length basis and are in compliance with the applicable provisions of the Act and the SEBI (LODR) Regulations. There are no materially significant related party transactions made by the company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the company at large.

All Related Party and transactions with them has been presented to the Board of Directors in their respective Board Meeting. The Board Members overseen all the Related Party and the transactions. After the brief discussions on the following matters:

a) the name of the related party and nature of relationship;

b) the nature, duration of the contract and particular of the contract or arrangement;

c) the material terms of the contract or arrangement including the value, if any;

d) any advance paid or received for the contract or arrangement, if any;

e) the manner of determining the pricing and other commercials terms, both included as part of contract and not considered as part of contract;

f) whether all factors relevant to the contract have been considered, if not, the details of factors not considered with the rationale for not considering those factors; and

g) any other information relevant or important for the Board to take a decision on the proposed transaction.

The Board Authorized the Audit Committee for making the criteria for granting omnibus approval for Related Party Transactions.

All Related Party Transactions are presented to the Audit committee. Audit Committee consider the following items before making the Omnibus approval:

a) maximum value of the transactions, in aggregate, which can be allowed under the omnibus route in a year;

b) the maximum value per transactions which can be allowed;

c) extent and matter of disclosures to be made to the Audit Committee at the time of seeking omnibus approval;

d) review, at such intervals as the Audit Committee may deem fit, related party transaction entered into by the company pursuant to each of the omnibus approval made;

e) transactions which cannot be subject to the omnibus approval by the Audit Committee.

Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of related party transactions was presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

All the contracts/arrangements/transactions entered with related party for the year under review were on Armâs Length basis. Company has entered into material related party transactions during the year under review. Further disclosure in Form AOC-2 is as attached as Annexure V.

The policy on Related Party Transactions as approved by the Board ofDirectors has been uploaded on the website of the Company (www.pgil.coml.

CORPORATE SOCIAL RESPONSIBILITY

There is no need to form Corporate Social Responsibility Committee and Corporate Social Responsibility Policy for the company as per the requirement of the Companies Act, 2013.

FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS

The details of programmes for familiarization of Independent Directors with the company, their roles and responsibilities in the company, business model of the company and other related matter are updated on the website of the Company (www.pgil.coml.

To familiarize the new inductees as independent director with the strategy, operations and functions of our Company, the executive directors make presentations to the inductees about the Company''s organization structure, finance, human resources, facilities and risk management.

POLICY FOR PRESERVATION OF DOCUMENTS

In terms of applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company have incorporated policy for preservation of documents as specified in the Regulation.

POLICY ON MATERIALITY OF RELATED PARTY TRANSACTIONS

In terms of Regulation 23(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company have incorporated policy to determine materiality of Related Party Transactions as specified in the Regulation.

RISK MANAGEMENT POLICY

Enterprise Risk Management is a risk-based approach to manage an enterprise, identifying events that may affect the entity and manage risks to provide reasonable assurance regarding achievement of entityâs objective.

The risks identified by the Company broadly fall into the following categories viz. strategic risks, operational risks, regulatory risks, financial and accounting risks, foreign currency and other treasury related risks and information systems risks. The risk management process consists of risk identification, risk assessment, risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new risks.

risks in order to provide reasonable assurance to the various stakeholders. In the opinion of your Board, none of the risks which have been identified which may threaten the existence of the Company.

CAPITAL AND DEBT STRUCTURE

Your Director states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: -

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

b) Issue of the equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to directors or employees of the Company

d) Issue of Employee Stock Option Scheme to employees of the company

e) There is no subsidiary, Associate and joint venture of the company and further there are no companies, which have become or ceased to be the subsidiary and joint venture of the company during the year.

f) No significant or material orders were passed by the regulators or courts or tribunals, which impact the going concern status and Companyâs operations in future.

g) Purchase of or subscription for shares in the company by the employees of the company.

h) There is no material subsidiary of company, so no policy on material subsidiary is required to be adopted.

i) There is no Corporate Insolvency Resolution Process under IBC 2016 initiated against the Company.

j) The Company did not make any one-time settlement during the year.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has Complied all the Secretarial Standards as applicable during the Financial Year 2023 -24.

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 Companyâs progress during the year under review.

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 Â 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 Â 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)

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)

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)

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

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)

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