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Associated Marmo & Granites Ltd.

BSE: 515107 Sector: Others
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan Associated Marmo & Granites Ltd
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Associated Marmo & Granites Ltd. (ASSOCMARMO) - Director Report

Company director report

Your Directors have pleasure in presenting the 37th Annual Report &Audited Accounts of the Company for the financial year ended 31st March 2017.

1. FINANCIAL HIGHLIGHTS:

The Salient features of the Company's Financial results for the year under review areas follows:

Year ended 31.3.17 Year ended 31.3.16
(Rs. in lacs) (Rs. in lacs)
Profit /(Loss) before Depreciation & Taxation 6.91 7.82
Depreciation 10.77 11.67
Less : Transferred from Revaluation Reserve 1.01 1.01
(9.76) (10.66)
(2.85) (2.84)
Prior Period Adjustment (Net) - -
Net Profit/(Loss) before Tax (2.85) (2.84)
Less:- Provision for taxation - -
Less:- Deferred Tax Expenses . 3.85 (0.77)
Net Profit/(Loss) after Tax 1.00 (2.07)
Balance B/F from Previous year (146.97) (144.90)
Recognition of Deferred Tax Liability (Net) - -
Balance B/F (145.97) (146.97)

2. OPERATION: The Company has incurred profit of Rs. 99363/- (Previous Year loss ofRs. 206988/-) during the year under reference.

3. DIVIDEND: In view of the losses of previous years your Board is not able torecommend any dividend for the financial year ended 31st March 2017.

4. DIRECTORS: Shri Ashok Doshi would retire by rotation at the forthcoming AnnualGeneral Meeting and being eligible has offered himself for re-appointment.

5. KEY MANAGERIAL PERSONNEL:

The Company has following key Managerial Personnel

S.No. Name of the person Designation
1. Nishant Bagla Managing Director
2. Meghana Bagla Director
3. Sujan Singh Bhatnagar Director
4. Ashok Kumar Doshi Director

6. DEMATERIALISATION IN ROLLING STOCK OF SHARES OF THE COMPANY: The Company has takeneffective steps for compulsory dematerialization in rolling settlement of shares.

7. CORPORATE GOVERNANCE: Pursuant to Clause 49 of the Listing Agreement with the StockExchanges a detailed report on Corporate Governance forms a part of this Annual Report. Acertificate from the auditors of the Com. confirming compliance with the conditions ofCorporate Governance as stipulated under Clause 49 of the Listing Agreement is attached tothis Report.

8. MANAGEMENT DISCUSSION AND ANALYSIS: Management Discussion and Analysis on mattersrelated to business performance as stipulated in Clause 49 of the Listing Agreement withthe Stock Exchanges is given in a separate statement which forms part of the AnnualReport.

9. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES: All contracts / arrangements /transactions entered by the Company during the financial year with related parties were inthe ordinary course of business*and on an arm's length basis. During the year the Companyhad not entered into any new contract / arrangement / transaction with related partieswhich could be considered material in accordance with the policy of the Company onmateriality of related party transactions.

Material related party transactions which are at arm's length are disclosed in formAOC-2 annexed as Annexure II. The Policy on materiality of related party transaction anddealing with related party.

Your Directors draw attention of the members to Note 25 to the financial statementwhich sets out related party disclosures.

10. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF): The Company has nottransferred any amount to Investor Education and Protection Fund during the year underreview.

11. CORPORATE SOCIAL RESPONSIBILITY: In view of accumulated losses of the Company theprovisions of Corporate Social Responsibilities under the Act is not applicable.

12. RISK AND CONCERN: Changes in macro economic factors like inflation energy costinterest rate world trade exchange rate etc. also play an important role in ourindustry thereby affecting the operations of business. Any adverse change in the above mayaffect the performance of your Company. Your Company periodically reviews the riskassociated with the business and takes steps to mitigate and minimize the impact of risk.

13. INTERNAL CONTROL FRAMEWORK: Your Company conducts its business with integrity andhigh standards of ethical behavior and in compliance with the laws and regulations thatgovern its business. Your Company has a well established framework of internal controls inoperation including suitable monitoring procedures.

14. PUBLIC DEPOSITS: The Company has neither accepted nor renewed any deposit from thepublic within the meaning of Section 58A and 58AA of the Companies Act 1956 read withCompanies (Acceptance of Deposits) Rules 1975 during the year ended 31st March 2017.

15. NUMBER OF BOARD MEETING CONDUCTED DURING THE YEAR UNDER REVIEW: The Company hadFive Board meetings during the financial year under review.

16. SUBSIDIARY COMPANY: In accordance with the Companies Act 2013 and AccountingStandard (AS-21) on consolidated financial Statement the consolidated financial statementis provided in the Annual Report. The Statement required under Section 129(3) of theCompanies Act 2013 in respect of the subsidiary company "Stone & MineralAssociates Limited" is provided in Annexure I of this report. The annual accounts ofthe subsidiary companies and the related detailed information will be made available toany member of the Company / its subsidiaries who may be interested in obtaining the same.The annual accounts of the subsidiary companies will also be kept for inspection by anymember at the Company's Registered Office and Corporate Office and that of the respectivesubsidiary companies. The audited Statements of Accounts along with the report of Board ofDirectors and Auditors' Report thereon of Stone & Mineral Associates Limited isannexed.

17. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND SECURITIESPROVIDED: There was no loans guarantees or investments made by the Company under Section186 of the Companies Act 2013 during the year under review and hence the said provisionis not applicable.

18. DIRECTORS' RESPONSIBILITY STATEMENT: In accordance with the provisions of Section134(5) of the Companies Act 2013 the Board hereby submit its responsibility Statement-

(i) In the preparation of the Annual Accounts for the year ended 2017 the applicableaccounting standards read with requirements set out under Schedule III of the Act havebeen followed along with proper explanation relating to material departures;

(ii) The accounting policies have been selected and applied consistently and have madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the State of Affairs of the Company at on 31st March 2017 and of the profitof the company for the year ended 31st March 2017.

(iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the said Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis.

(v) The Directors have laid down internal financial control to be followed by thecompany and that such Internal Financial Control followed by company are adequate andoperating effectively and

(vi) The Directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that are adequate and operating effectively.

19. PARTICULARS OF EMPLOYEES: The Company has no employee of the category specified inSection 197 of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

20. PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION: Being a marble unitthe information under Section 134(m) of the Companies Act 2013 is not applicable.

21. INFLOW / OUTFLOW OF FOREIGN EXCHANGE: During the year there is no inflow of foreignexchange but there is outflow of Rs. 104.03 lacs.

22. AUDIT COMMITTEE: The Audit Committee comprises of 2 Independent Directors namelyShri S.S. Bhatnagar Shri Ashok Doshi and Shri Nishant Bagla as members.

23. SECRETARIAL AUDIT REPORT: Pursuant to the provisions of Section 204 of theCompanies Act 2013 and The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Company has appointed Mr. Pawan Talesara of M/s P. Talesara& Associates Udaipur a firm of Company Secretaries in Practice to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith.

24. AUDITORS: Pursuant to the resolution passed by the Members of the Company at the 34stAnnual General Meeting (AGM) held on September 30 2014 in respect of appointment of M/sKunawat & Associates Chartered Accountants Udaipur as Statutory Auditors of theCompany to hold the office till the conclusion of the AGM to be held in the year 2017 andas required under the provisions of Companies Act 2013 a resolution seeking membersapproval for the consent and confirmation of the appointment of M/s Tamanna Parmar &Associates 223 North Ayad Udaipur Chartered Accountants as Statutory Auditors of theCompany to hold office from the conclusion of this AGM till the conclusion of the 42thAnnual General Meeting to be held in the year 2022 forms part of the Notice convening theAnnual General Meeting of the Company.

The observations made by the Auditors are self-explanatory and have been dealt with inNote No. 19 forming part of the accounts and hence do not require any furtherclarification.

25. AUDITORS REPORT: The Board has duly examined the statutory auditor's report toaccounts and clarifications wherever necessary have been included in the Notes toAccounts section of the Annual Report.

26. ANNUAL RETURN: The extracts of Annual Return pursuant to the provisions of Section92 read with Rule 12 of the Companies (Management and administration) Rules 2014 isfurnished in Annexed and is attached to this Report.

27. GENERAL: Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:

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

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.

4. The Managing Director of the Company does not receive any remuneration or commissionfrom any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act20l3.

28. APPRECIATION AND ACKNOWLEDGEMENT: Your Directors wish to place on record theirgrateful thanks for the valuable assistance and co-operation received from the Banks andvarious Government authorities. Your Directors also wish to place on record theirappreciation for the sincere work by the Officers Staff and Workers of the Company.

For and on behalf of the Board of Directors
Place: Pasoond (Raj.) (MEGHANA BAGLA) (NISHANT BAGLA)
Date: 29th May 2017 Director Managing Director