associated marmo granites ltd Management discussions

Management Discussion and Analysis on matters related to business performance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given in a separate statement which forms part of the Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES: All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business*and on an arms length basis. During the year, the Company had not entered into any new contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Material related party transactions which are at arms length are disclosed in form AOC-2 annexed as Annexure II. The Policy on materiality of related party transaction and dealing with related party.

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF): The Company has not transferred any amount to Investor Education and Protection Fund , during the year under review.

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

RISK AND CONCERN: Changes in macro economic factors like inflation, energy cost, interest rate, world trade, exchange rate, etc. also play an important role in our industry thereby affecting the operations of business. Any adverse change in the above may affect the performance of your Company. Your Company periodically reviews the risk associated with the business and takes steps to mitigate and minimize the impact of risk.

INTERNAL CONTROL FRAMEWORK: Your Company conducts its business with integrity and high standards of ethical behavior and in compliance with the laws and regulations that govern its business. Your Company has a well established framework of internal controls in operation, including suitable monitoring procedures.

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

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

16. SUBSIDIARY COMPANY: In accordance with the Companies Act 2013, and Accounting Standard (AS-21) on consolidated financial Statement, the consolidated financial statement is provided in the Annual Report. The Statement required under Section 129(3) of the Companies Act, 2013 in respect of the subsidiary company "Stone & Mineral Associates Limited" is provided in Annexure I of this report. The annual accounts of the subsidiary companies and the related detailed information will be made available to any 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 any member at the Companys Registered Office and Corporate Office and that of the respective subsidiary companies. The audited Statements of Accounts along with the report of Board of Directors and Auditors Report thereon, of Stone & Mineral Associates Limited is annexed.

PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND SECURITIES PROVIDED: There was no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

. DIRECTORS RESPONSIBILITY STATEMENT: In accordance with the provisions of Section 134(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 applicable accounting standards read with requirements set out under Schedule III of the Act, have been followed along with proper explanation relating to material departures;

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

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets 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 the company and that such Internal Financial Control followed by company are adequate and operating effectively and

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

PARTICULARS OF EMPLOYEES: The Company has no employee of the category specified in Section 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.

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

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

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

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

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

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

AUDITORS REPORT: The Board has duly examined the statutory auditors report to accounts and clarifications, wherever necessary, have been included in the Notes to Accounts section of the Annual Report.

ANNUAL RETURN: The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexed and is attached to this Report.

GENERAL: Your Directors state 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:

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 under any scheme save and except ESOS referred to in this Report.

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

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,20l3.

APPRECIATION AND ACKNOWLEDGEMENT: Your Directors wish to place on record their grateful thanks for the valuable assistance and co-operation received from the Banks and various Government authorities. Your Directors also wish to place on record their appreciation 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