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X-PONENTIAL ! Annual Report 2011-12 Asian Granito India Limited

X-PONENTIAL...Annual Report 2011-12 1 In a space decor sector, where growth is measured through nominal increases in revenue, profit and market share, there is the amazing story of

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Page 1: X-PONENTIAL...Annual Report 2011-12 1 In a space decor sector, where growth is measured through nominal increases in revenue, profit and market share, there is the amazing story of

X-PONENTIAL!Annual Report 2011-12

Asian Granito India Limited

Page 2: X-PONENTIAL...Annual Report 2011-12 1 In a space decor sector, where growth is measured through nominal increases in revenue, profit and market share, there is the amazing story of

Disclaimer In this annual report we have disclosed forward-looking information to enable investors to comprehend our prospects and take informedinvestment decisions. This report and other statements – written and oral – that we periodically make contain forward-looking statementsthat set out anticipated results based on the management’s plans and assumptions. We have tried wherever possible to identify suchstatements by using words such as ‘anticipates’, ‘estimates’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’ and words of similar substancein connection with any discussion of future performance. We cannot guarantee that these forward-looking statements will be realised,although we believe we have been prudent in our assumptions. The achievement of results is subject to risks, uncertainties and eveninaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate,actual results could vary materially from those anticipated, estimated or projected. We undertake no obligation to publicly update anyforward-looking statements, whether as a result of new information, future events or otherwise.

CONTENTS Corporate Identity

A [email protected]

2 Financial Highlites4

Chairman Review14 Strengths16

Management Discussion and Analysis20 Business Risks26

Corporate Governance Report37Directors’ Report32Notice28

Auditors’ Report45 Balance Sheet48 Profit and Loss Account49

Notes to Financial Statements51Cash Flow Statement50

CORPORATE INFORMATIONBoard Of DirectorsKamleshbhai Patel Chairman cum Managing Director

Mukeshbhai Patel Managing Director

Sureshbhai Patel Director

Bhaveshbhai Patel Director

Kanubhai Patel Director

Bhogibhai Patel Director

Maganlal Prajapati Director

Maheshchander Julka Director

Shankarlal Patel Director

Ajendrakumar Patel Director

Amrutbhai Patel Director

Premjibhai Chaudhari Director

Company SecretaryRenuka A. Upadhyay

Audit CommitteeMaganlal Prajapati Chairman

Maheshchander Julka Member

Kamleshbhai Patel Member

Remuneration CommitteeMaganlal Prajapati Chairman

Maheshchander Julka Member

Shankarlal Patel Member

Shareholders’ Grievance CommitteeMaganlal Prajapati Chairman

Maheshchander Julka Member

Kamleshbhai Patel Member

AuditorsA.L. Thakkar & Co.Chartered Accountants

Ahmedabad.

BankersState Bank of India, Commercial Branch, Ahmedabad.

Bank of Baroda, Navrangpura Branch, Ahmedabad.

HDFC Bank, Navrangpura Branch, Ahmedabad.

IDBI Bank, Ellisbridge Branch, Ahmedabad.

Registered & Corporate Office202, Dev Arc, Opp. Iskon Temple,

Sarkhej Gandhinagar Highway,

Ahmedabad – 380 015

WorksI. Ceramic Zone, Katwad Road,

At & Po. Dalpur, Taluka Prantij 383 120,

Dist.: Sabarkantha.

II. B/H Sardar Plant, Idar-383 430.

Dist. Sabarkantha, Gujarat

Registrar & Share Transfer AgentLink Intime India Pvt. Ltd.C-13, Pannalal Silk Mills Compound,

LBS Marg, Bhandup (W), Mumbai- 400 078.

Page 3: X-PONENTIAL...Annual Report 2011-12 1 In a space decor sector, where growth is measured through nominal increases in revenue, profit and market share, there is the amazing story of

Annual Report 2011-12 1

In a space decor sector, where growth ismeasured through nominal increases inrevenue, profit and market share, thereis the amazing story of Asian GranitoIndia Limited.

The tiles sector grew by 14.28% in 2011-12. Asian Granito grew revenues

The Company’s performance can beencapsulated in one word.

X-ponential!

29.89%29.89%

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2 Asian Granito India Limited

Risingcompetition. Andyet, Asian Granito

carved out a total of 9%market share in western India.

Increasing competition.And yet, Asian Granito grew capacity 32-fold

across 11 years.

VISIONTo enhance customer

satisfaction and our image

globally and achieve exponential

growth in world ceramic and

décor solutions

PRESENCEHeadquartered in Ahmedabad,

the Company has manufacturing

facilities spread across 3,50,000 sq.

metre at Himmatnagar (Gujarat)

and Idar (Gujarat)

PEDIGREEAsian Granito was promoted

by Mr. Kamlesh Patel and

Mr. Mukesh Patel in 2000. The Company

manufactures and markets interior

and infrastructure products

like tiles, marble and

quartz stone.

PRODUCTS• Ceramic wall, ceramic

floor and vitrified tiles

• Digital polished glazed vitrified

tiles and digital wall tiles

• Marble and quartz

Capacity

sq.mtrs per dayAs on March 31, 2012

*including outsourcing and imports

81,000*Business associates

4,000 +Team size

As on March 31, 2012

4,000

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Annual Report 2011-12 3

PRODUCTIONAsian Granito has grown its

capacity 32-fold in 11 years. Asian Granito

commenced production with 2500 sq. metres

per day in 2001. Progressive investments

enhanced production capacity to

81,000 sq. metres per day.

PRIDE• Asian Granito markets products

under the Asian umbrella brand. Asian Tiles

World, Asian marble & Quartz, Bonzer 7 and

Powergrace comprise popular category brands,

• Asian Granito was acknowledged as a ‘Power Brand Rising Star’

in India by Plannman Marcom in 2012. The Company’s brands

were recognised as the most trusted brands in the floor

and wall categories in 2011 by Reader’s Digest

PERFORMANCEAsian Granito has grown gross

revenues from Rs. 140.65 cr in 2005-06 to

Rs. 541.98 cr in 2010-11 and Rs. 703.99 cr in

2011-12. the Company accounts for a 9%

share of the market in western India,

one of the fastest growing tile

consuming regions in

India.

Showrooms/Exclusives

As on March 31, 2012 Countries (exports)

20Global presence

37Brands

Different brands or sub-brands of Asian Granito

4

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4 Asian Granito India Limited

THE LAST FIVE YEARS WERE AMONGTHE MOST CHALLENGING IN DECADES.

Shop-floor• Increased the production of high

value products by 8%, taking it to 26%

of the total portfolio

• Launched digital polished glazed

vitrified tiles for the first time in India

• Widened the portfolio (sizes and

finishes) across the tile, marble and

quartz stone segments

• Invested USD 14,30,475 to expand

marble quartz processing capacity

• Imported USD 5,05,000 of equipment

to streamline dryers for the press of

the vitrified tile division

• Invested USD 1,185,960 and EURO

4,57,000 to increase production and

product quality

Markets• Increased sales by 29%

• Increased the proportion of premium

products from 8% of the portfolio to

26%

• Increased the proportion of premium

quality products to 90%

• Extended presence to 37 countries

and all Indian states.

2007

-08

186.

28

313.

69

384.

89

479.

33

622.

57

Net sales (Rs. cr)

2008

-09

2009

-10

2010

-11

2011

-12

2007

-08

25,3

00

31,5

12

46,5

00

47,0

00 49,5

00

Production capacity*(sq. metre per day)

*In-house production

2008

-09

2009

-10

2010

-11

2011

-12

2007

-08

47.7

0

56.7

3

50.5

8

58.7

5

72.4

5

EBIDTA (Rs. cr)

2008

-09

2009

-10

2010

-11

2011

-12

2007

-08

26.4

6

25.0

1

19.0

4 20.0

9

18.0

5

Profit after tax (Rs. cr)20

08-0

9

2009

-10

2010

-11

2011

-12

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Annual Report 2011-12 5

ASIAN GRANITO GREW REVENUESREGARDLESS. XPONENTIAL.

• Increased market presence to 20

showrooms-cum-exclusives under the

‘Asian’ brand and 4,000 dealers and

sub-dealers across India.

• Provided digital polished glazed and

vitrified polished vitrified tiles to major

metro cities and states.

• Launched 59 vitrified tile designs and

177 wall tile designs

• Introduced 248x325mm wall tiles with

highlighters and décor for the first

time in India

Boardroom• Entered into a joint venture

agreement with Panaria Group (Italy)

for technical knowhow and access to

its global sales network

• Created a new business vertical

(Aston Paper Mill) to manufacture kraft

paper, commissioned 200 metric tonne

per day manufacturing facility at

Halvad in Gujarat.

• Integrated backwards into the

manufacture of box packaging and

printing corrugated material, the first

such instance in India’s ceramic tile

sector

2007

-08

14.3

5

11.8

8

9.04 9.

54

8.57

Earning per share (Rs.)

2008

-09

2009

-10

2010

-11

2011

-12

2007

-08

71.7

5

87.4

9 95.4

7 104.

96 113.

75

Book value per share (Rs.)

2008

-09

2009

-10

2010

-11

2011

-12

2007

-08

6.68

4.27

4.72

4.03

2.96

Financial Charges Coverage

2008

-09

2009

-10

2010

-11

2011

-12

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6 Asian Granito India Limited

X-PLOSIVE.FIRST IN THE SPACE.FIRST IN THE RACE.

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Annual Report 2011-12 7

Over the last decade, the Company

established a reputation around

innovation. New tile sizes. New tile

finishes. New concepts.

For instance, we introduced white

body wall tiles for the first time in

India with the following features:

enhanced surface brightness and

contrast, enhanced durability,

better planarity, superior anti-

bacterial and anti-fungal

properties.

The Company pioneered the

manufacture of composite marble

stone in India. The marble

composition (comprises more than

90% recycled material) enjoys

lower surface pin holes,

customised design, various colour

options and combinations, along

with the facility of being re-

polished.

The Company introduced

450x900mm and 600x1200mm

digital vitrified tiles for the first

time in India.

The Company manufactured

composite marble stone

(3025x1225mm) and quartz stone

(3075mm x 1275mm) addressing

large size requirements.

The result is a distinctive brand

recall: ‘If there is something new in

the marketplace, it must be from

Asian Granito!’ And a 29.89%

revenue growth in 2011-12

compared with the industry growth

of 14%.

WHEN YOU WORK WITH PRODUCTS ASMATURE AS TILES AND FLOORINGALTERNATIVES, THERE IS A DANGER OF

CONVINCING ONESELF THAT WHATEVER THATIS NEEDED – SIZES, COLOURS AND FINISHES -HAS ALREADY BEEN INVENTED. ASIAN GRANITO DARED TO THINK DIFFERENT.

CAGR of white body

tile sales in the last

three years

86%

Approximate

Premium in price over

red body tiles

4%

Ranked in India for

selling composite

marble stone

1

CAGR of marble stone

sales over the last

three years

125%

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8 Asian Granito India Limited

X-CITING.DECLINING VARIATION.

RISING MARGINS.

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Annual Report 2011-12 9

Over the last decade, the

Company progressively

positioned itself as a value-added

tile company. The Company

made prudent investments in

roto printing, which is the

upgraded flat printing technology

(with silicon cylinders)

generating a more accurate and

precise definition over general

flat printing. Roto print products

enjoy a natural look with colour

or paste consumption less than

in flat roto printing. The result is

superior choice, wider range and

enhanced realisations. Nearly

20% of the Company’s

production was derived from

Roto printing in 2011-12; this

proportion is expected to

increase.

The Company also invested in

digital glaze vitrified tile, which is

a tile with digital print and glaze.

This product helped overcome

limitations (colour and finish) of

the normal vitrified range on the

one hand while enhancing

aesthetic appeal on the other.

The result is value-addition. This

product segment will grow

attractively in the future.

Best of all, even as the Company

increased its production by 30

lacs sq. mtr in 2011-12, it did so

with an increase in the

proportion of value-added tiles

from 10% of its product mix to

35%.

As a result, the Company had

more for sale through higher

efficiency combined with a larger

proportion of value-added tiles,

translating into attractive by

higher margins during the year

under review.

WHEN YOU ARE ENGAGED IN THEBUSINESS OF MASS TILEMANUFACTURE, THERE IS A

DANGER IN BELIEVING THAT THE REALGAME LIES IN FLOODING THE MARKETWITH AS MANY TILES AS POSSIBLE. ASIAN GRANITO HAS RESISTED THIS ‘MASSIS GOOD’ GAME.

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10 Asian Granito India Limited

X-PERTISE.NARROWING FOCUS.WIDENING CHOICE.

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Annual Report 2011-12 11

Over the last decade, the Company

has positioned itself as an ideas

company. Possessing the capacity

to read consumer trends,

translating them into concepts and

converting them into attractive

products. Our core competence is

not just manufacture; it is the

ability to understand what

consumers would like to buy.

In turn, this understanding has

helped shape our business model.

the Company possesses a design

repository of around 1100

shades/patterns of tiles, composite

marble and quartz stone. Nearly

100% of these designs/shades and

patterns are ‘active’. The Company

adds around 250 designs concepts

annually. These designs are

showcased across more than

300,000 sq. feet of retail space

across major cities These designs

are customised around the needs

of the residential, retail,

commercial, hospitality, education,

aviation and general sectors.

This is the result: Average ceramic

tile realisation strengthened and so

did the proportion of premium

products in the overall product mix

in 2011-12.

WHEN YOU ARE ENGAGED IN THEMANUFACTURE OF TILES, THERE ISA DANGER IN BELIEVING THAT THE

COMPANY IS JUST THAT – A TILEMANUFACTURER AND NOTHING ELSE. ASIAN GRANITO HAS RESISTED THISIDENTITY TRAP.

Designs in ceramic

wall and floor tiles

243

Designs in digital

vitrified tiles

59

Shades/patterns of

composite marble

50+

Shades/patterns of

quartz stone

50+

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12 Asian Granito India Limited

X-TRA ORDINARY.INDIAN COMPANY.GLOBAL MINDSET.

Market presence

Regions/ Countries Europe Saudi / Kuwait USA/Canada South Africa Africa GCC Asia Pacific

Market share (%) 25 10 10 10 20 20 5

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Annual Report 2011-12 13

Over the last few years, the

Company sought to market

products in the international

markets; exports accounted for

1.82% of the Company’s revenues

in 2011-12.

The Company ventured to take this

initiative decisively ahead during

the financial year under review. It

entered into a 50:50 joint venture

with the respected Panariagroup

Industrie Ceramiche, S.p.A (Italy).

The Panariagroup is a leading Italy-

based ceramic tile company with a

world-wide distribution network.

Through this arrangement, the joint

venture will manufacture products

in Asian Granito’s Indian facilities

and market them through

Panaria’s global distribution

network (especially Far East) under

the ‘Bellissimo’ brand. Asian

Granito will benefit from

manufacturing revenues,

trademark, interest, rights,

technical assistance and

intellectual know-how; Panaria will

benefit through outsourcing, supply

dependability and cost savings.

This joint venture is expected to

enhance Asian Granito’s exports

from Rs. 14.17 cr in 2011-12 to an

estimated Rs. 100 cr in three years

and raise the international

proportion of revenues from 1.12%

to 1.76% across the period.

WHEN YOU ARE PRESENT IN A MARKETAS LARGE AS INDIA, THERE IS ADANGER IN CONVINCING ONESELF

THAT ONE’S HANDS WOULD BE FULL WHILECATERING TO THE COUNTRY’S DEMAND. ASIAN GRANITO HAS ESCAPED THISBLINKER.

Production facilities

(Italy, Portugal and

USA)

The Panaria Group

6

Countries of presence

100

Number of

brands owned

8

Years of industry

experience

38

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14 Asian Granito India Limited

“ASIAN GRANITODEMONSTRATEDCOURAGE TO CHANGEWITH SPEED ANDSURETY, LEADING TOPROSPERITY”Chairman Mr. Kamlesh Patel

explains the Company’sgrowth strategy

The year 2011-12 was challenging

for a country plaged with weak

consumer sentiment and for an

industry affected by rising input

costs. Despite these overriding

realities, Asian Granito registered a

growth of 29 percent in revenues

with its net profit margin of 2.56

percent being the second highest in

the Indian ceramic tiles industry.

Industry scenarioIt would be relevant to place the

Company’s success within a

specific context. The Company’s

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Annual Report 2011-12 15

manufacturing and marketing

presence are largely centred

around western India. This

region is also home to India’s

unorganised ceramic tile

sector, comprising almost 77

vitrified tile plants, 270 wall tile

plants, 68 ceramic tile plants,

45 sanitaryware plants and two

quartz stone plants in Gujarat

alone.

Asian Granito succeeded in this

competitive environment for

some good reasons. India is

passing through a transition.

There has been a significant

appreciation in real estate

values in the country; the cost

of tiling as a proportion of the

overall cost of a house and as a

proportion of the overall cost of

interiors has declined. Besides,

a growing sense of home pride

is incentivising an investment

in interiors without consumers

having to pay an amount

significantly higher than their

overall budget. As a result,

there has been in the last few

years a decided shift from the

unorganised unbranded to the

organised branded. Asian

Granito has been one of the

select companies to have

capitalised on this transition.

Capitalising on thetransitionAsian Granito recognised that

the best way to capitalise on

the preference transition was

through a stronger product mix

– being the first in the market

place with products, providing

a range to appeal to diverse

consumers, graduating to

value-added products and

providing consumers with a

complete décor solution.

This is what the Company has

to show for its intent: the

Company introduced digital

polished glazed vitrified tiles

for the first time in India in

October 2011; the Company

invested in roto printing

technology in 2006; the

Company integrated backward

into a packing facility to reduce

costs; the Company positioned

itself as a complete décor

solution company providing

products from tiles to marble

stone to quartz stone to

sanitaryware.

The result is that despite

increasing competition, we

grew our revenues at 29% on a

y-o-y basis while the Indian

ceramic tile industry grew at

around 14%.

Key measuresGoing ahead, Asian Granito expects to strengthen its

presence through the following initiatives:

• Enhanced production of digital polished glazed

vitrified tiles – fetching realisations 6% higher than the

prevailing average - from 8% of the product mix in

2011-12 to a proposed 26%

• Widen our retail presence from 20 to 100

showroom/exclusives.

• Widen our global presence by going deeper into the

37 countries of our presence while extending into

other countries as well

• Enrich our portfolio through our joint venture with

Panaria Group (Italy’s third-largest tile company)

The combination of these initiatives will make it

possible for Asian Granito to retain its corporate

momentum and emerge as a Rs. 1,500 cr revenues

company in 2012-13.

Mr. Kamlesh PatelChairman

growing sense of home prideis incentivising an investment ininteriors without consumershaving to pay an amountsignificantly higher than theiroverall budget.

A

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16 Asian Granito India Limited

X-PONENTIAL.

THE STRENGTHSTHAT MAKE US

Experience: Asian Granito’s

promoters possess a 18 year

experience in the business. The

Company has produced more than

13 cr sq m of space decor under their

leadership

Technology: Asian Granito invested in

cutting-edge technology from SACMI,

Italy, resulting in a reduction in

manufacturing cost

Brand: Asian Granito is recognised

as a technology-rich company

pioneering the manufacture of

quality products (size and design)

in India.

Variety: Asian Granito possesses an

installed capacity that is the largest

in India covering various tile sizes

and designs.

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Annual Report 2011-12 17

Clients: Nearly 60% of Asian

Granito’s revenues are derived

from retail sales. Nearly 40 % of

its institutional clients in 2011-12

have been associated with the

Company for 10 years.

Certifications: Asian Granito’s state-of-

the-art manufacturing facilities are

certified for ISO 9001:2008 and ISO

14001:2004, emphasising process

consistency. The Company possesses the

CE certification and is an IGBC Member,

facilitating exports

Stability: Asian Granito enjoyed a

debt-equity ratio of 0.86 as on March

31, 2012. The Company was rated at

‘CARE A-/ A1 for adequate degree of

safety regarding timely servicing of

financial obligations and carry low

credit risk’ by CARE.

Presence: Asian Granito’s

products are available close to

consumption points. The

Company’s products are available

across all major cities in India as

well as in 37 countries.

Range: Asian Granito addresses

consumer needs across a wide

income range. The Company’s

tiles extend from Rs. 250 to

more than Rs. 1,900 per sq. mtr.

Alliance: The Company entered

into a joint venture agreement

with Panaria; while Panaria will

provide technical know-how to

enhance product quality and

access to global markets

through its proprietary

distribution network, Asian

Granito will provide a world-

class product around a

competitive price-value.

Profitable: Asian Granito is among the

most profitable ceramic tile manufacturing

companies in India (as measured by

PLIMSOL and rated as ‘strong’ in a new

Global Market Report).

Innovation: Asian Granito is an

innovation driven tile manufacturer,

its innovation-covering designs,

sizes, textures and treatments. The

Company recently launched digital

vitrified tiles of 600x1200mm size.

Integration: Asian Granito is the

only ceramic tile manufacturer

to have integrated forward and

backwards into infrastructure

and packaging.

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18 Asian Granito India Limited

HERITAGE OF CRAFTSMANSHIP.

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Annual Report 2011-12 19

HALLMARK OF QUALITY.

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20 Asian Granito India Limited

MANAGEMENT DISCUSSIONAND ANALYSISEconomic reviewThe global economy contracted in 2009 and recovered in

2010 even as there was financial uncertainty in the Euro

region, slower recovery in advanced economies, high

unemployment, tightening credit and rising risk premiums.

The Indian economy grew 6.5% in 2011-12 following 8.6%

GDP growth in 2010-11. The IIP growth of 8.1% in January

2011 declined to 1.8% in December 2011. The services sector

increased its GDP share from 58% in 2010-11 to 59% in

2011-12. The agricultural and allied sectors are projected to

achieve 2.5% growth in 2011-12.

The scepter of inflation compelled the RBI to tighten credit

flow and raise interest rates. Interest rates hardened on 11

occasions since July 2010, which caused national investment

to shrink by Rs. 621 billion during the period. There was a

decline in inflation towards the close of 2011-12. Meanwhile,

the Indian rupee remained under stress as net inflows

declined from around USD 29 billion in 2010 to under USD

300 million in 2011.

Global tile industryThe global tile sector is estimated at 9,515 million sq.

metres. Asia accounts for 66% of this market, a proportion

that is expected to grow further on account of increasing

World consumption (%)

Asia 64%

Europe 10%

Central America 11%

Other Europe 5%

Africa 6%

North America 4%(Source: Ceramic World Review)

World production

Asia 66%

Europe 12%

Central America 10%

Other Europe 5%

Africa 4%

North America 3%

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Annual Report 2011-12 21

consumption (Source: Ceramic World Review).There was a

revival in the global tile industry in 2010. Global production

reported double-digit growth for the first time in a decade -

11.7% in CY 2010 – following 6% CAGR during CY 2004-2009

(Source: Ceramic World Review).

Production and consumption: China enhanced its production

capacity by 44%, growing from 3,600 million sq. mtr in CY

2009 to 4,200 million sq. mtr in CY 2010. India’s production

capacity increased 6%, from 490 million sq. mtr in CY 2009 to

550 million sq. mtr in CY 2010. India maintained its global

number three position after China and Brazil (Source:

Ceramic World Review).

Global consumption was 9,350 million sq. mtr for CY 2010

(Source: Ceramic World Review). China’s consumption grew

37% from 3,030 million sq. mtr in CY 2009 to 3500 million sq.

mtr. India’s consumption grew 6% from 494 million sq. mtr

in CY 2009 to 557 million sq. mtr in CY 2010 and its gap with

Brazil (global number two) declined.

Indian tile industryIndia is the world’s third-largest country in production and

consumption. Despite the economic slowdown, India’s

consumption continues to grow at a rate higher than the

global average. India’s tile consumption grew at a CAGR of

16.8% over FY07-FY11 to 550 MSM, representing a growth

Chi

na2.

61

3.67

0.46

4.42

3.84

1.17

2.47

Per capita tile consumption as on March 31, 2011 (sq mtr)

Bra

zil

Indi

a

Iran

Viet

nam

Indo

nesi

a

Egyp

t

FY 0

734

5

397

430CAGR 16

.8%

450

550

India’s ceramic tile consumption

FY 0

8

FY 0

9

FY 1

0

FY 1

1 0

5

10

15

20

25

Consumption (MSM) y-o-y growth (%)

FY 0

774

86

95 112

130

India’s tile industry (in value terms)FY

08

FY 0

9

FY 1

0

FY 1

1 0

5

10

15

20

y-o-y growth (%)

CAGR 20.7%

16.2%

10.5%

17.9%

16.1%15.1%

8.9%

4.7%

22.2%

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22 Asian Granito India Limited

3.2x of the global average. The Indian tile industry grew

12.2% (volume) in CY 10 (Source: Ceramic World Review) and

is expected to grow at 20-22% over the foreseeable future

(Source: ICCTAS and Emkay Research). With production

standing at 507 MSM as on FY 11, India is still a net importer

of tiles. Further, the demand for tiles is expected to grow at a

CAGR of 15-16% in 2010-15 (Source: Systematic Research).

The tile industry’s basic products comprise ceramic and

vitrified tiles. Only 50% of the Rs. 140 billion tile industry is

organised; the remaining segment is accounted by

unorganised players (largely in and around Gujarat).

Growth driversDespite a growing tile production capacity, India is a net tile

importer on account of the following demand drivers:

Population and demographic profile: The Indian population

is expected to grow at a CAGR of 1.2% during 2010-2020.

According to Mckinsey, 590 million people (twice the size of

the US population) will be urbanised by 2030.

Rising incomes: India’s dependency ratio has declined from

58% in 2005 to 55.06% in 2010 and is expected to drop to 52%

by 2015. This reduction will increase housing and related

product demand (Source: US Census, Enam Research Report).

Shift in income bracket: India’s middle-class household

income is expected to increase from USD 3,400 per annum in

2010 to USD 8,000 per annum by 2020. The size of the upper

middle-class household group is expected to grow from 58

million in 2010 to 110 million by 2020E (40% of the total

national households from 24% in 2010).

Rural market: Rural India is reporting an increase in

disposable incomes. According to reports, India has 42 cities

with more than a million population; this is expected to rise to

68 by 2030, catalyzing ceramic tile demand (Source: Mckinsey).

Investments: The size of India’s capital investment following

urbanisation is estimated at more than USD1.2 trillion across

20 years. Tier-I and Tier-II cities will require per capita

investment exceeding USD 200 in 2010-2030 (Source:

Mckinsey).

Housing demand: The affordable housing demand is

expected to grow at a CAGR of 13% in 2011-2013 (Source:

RNCOS Research). According to Cushman & Wakefield, India

is expected to report a demand of 3.94 million housing units

during 2011-15.

Commercial and retail space: The Indian commercial space

is expected to grow 20-22% over five years. Sectors like

IT/ITES, BPO, BFSI, pharmaceutical and telecom are

expected to drive this demand, especially in larger cities. The

annual demand for retail space is expected to remain at 10-

20 msf with strong growth coming out of Tier-I and Tier-II

Indian cities catalysed by consumerism and organised

annual retail growth of 25-30% (Source: Cushman &

Wakefield)

Hospitality: India’s tourism industry is expected to grow

from USD 67.2 billion in 2010 to USD 262.7 billion in 2021,

which will catalyse the need for more hotel rooms.

Healthcare: The healthcare sector is estimated to grow 15

per cent per annum in 2011-16. The market size is expected

to expand from USD 23 billion in 2005 to USD 280 billion by

2020E (source: KPMG).

Airports: There is increasing passenger traffic (CAGR of

(Source: Datamonitor, Aranca Research)

2014

2009 2010E 2011F 2012F 2013F 2014F 2015F

2013

2012

2011

2010

0

Demand projections across top 7 cities (million sq ft) Capacity of hotels in India (‘000)

Number of hotel rooms Number of hotel beds

CAGR 35%

2 4 6 8 10 1294

200

110

215

125

270

145

315

165

363

184

409

205

461

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Annual Report 2011-12 23

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24 Asian Granito India Limited

18.8%) and cargo (CAGR 11.4%) in India. The AAI is

mobilising Rs. 50 billion for airport infrastructure to develop

15 airports. The Ministry of Civil Aviation estimates

investments worth Rs. 650 billion for the aviation sector

(Source: Indian Infrastructure).

Corporate overviewAsian Granito India Ltd. is the flagship company of the Asian

Group (incorporated 1995). The Company manufactures

ceramic wall, ceramic floor and vitrified tiles, digital polished

glazed vitrified tiles and digital wall tiles, marble and quartz

stone. The Company is among the leading ceramic tile

manufacturing companies in India with an installed tile

capacity of 30 lacs MSM per annum.

Segment-wise / production wiseperformanceThe Company manufactures various products at its plants in

Idar and Himmatnagar. The detailed segment-wise

performance has been indicated in the Directors’ Report.

Internal audit and control The Company has an adequate system of internal controls to

safeguard and protect from loss, unauthorised use or

disposition of its assets. All transactions are properly

authorised, recorded and reported to the management. The

Company is following all the Accounting Standards for

properly maintaining the books of accounts and reporting of

financial statements. The Company has an Internal Audit

department and has also appointed external Internal

Auditors to review various areas of the operations of the

Company. The audit reports are reviewed by the

management and the Audit Committee of the Board

periodically.

Discussion on Financial performance withrespect to operational performanceThis has been dealt with in the Directors’ Report.

Human resource managementIndustrial relations were cordial and the management

acknowledges employee support. Nearly 14% of the

employees possessed MBAs; more than 60% of employees

were 25-40 in age.

Cautionary statementStatements in this report on Management Discussion and

Analysis describing the Company’s objectives, projections,

estimates, expectations or predictions may be “forward

looking statements” within the meaning of applicable

securities laws or regulations. These statements are based

on certain assumptions and expectations of future events.

Actual results could differ materially from those expressed

or implied. Important factors that could make a difference to

the Company’s operations include global and domestic

demand supply conditions, finished goods prices, raw

material cost and availability, changes in Government

regulations, tax regimes, economic developments within India

and other factors such as litigation and industrial relations.

The Company assumes no responsibility to publicly amend,

modify or revise any forward looking statements, on the basis

of any subsequent developments, information or events.

Segment Gross Turnover 2009-10 Gross Turnover 2010-11 Gross Turnover 2011-12

Ceramic tiles 42.68 44.45 55.09

Vitrified tiles 203.33 194.91 203.76

wall tiles 105.22 139.67 184.52

Marble 22.35 60.90 76.17

(Rs. in crore)

Indian healthcare industry (2008)

Private 68%

Public 32%

(Source: WHO, World Health Statistics 2011, Aranca Research)

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Annual Report 2011-12 25

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26 Asian Granito India Limited

BUSINESS RISKSThere could be an excess of tile supply over demand.Even as tile production is expected to grow aggressively by 2015, tile

demand will be driven by the extensive under-penetration in most Indian

sectors when compared with their corresponding global benchmarks. For

instance, an additional 1.8 million beds are needed for India to achieve the

target of 2 beds per 1,000 people by 2025 (Source: IBEF report). As a result,

the hospital market in India is expected to reach USD 54.7 billion by 2012,

fuelled by increase in number of hospitals in Tier I and Tier II cities.

The number of foreign tourists arriving in India is expected to grow at a

CAGR of 10.9% from the current level of 5.9 million (Source: Aranca

Research), catalyzing the demand for hotel rooms. The country’s real estate

market is expected to grow from USD55.6 billion in 2010 to USD 126 billion

in 2015 (Source: Aranca Research).

CAGR in revenue inthe last three years

17.39%

Sales dependence on any particular region couldpotentially affect revenues The Company is present in 37 countries as well as in all states in India

including Tier-II and Tier III towns. This helped catalyse domestic sales by

23% and exports by 52% in 2011-12. Going ahead, the Company’s joint

venture with Panaria Group (Italy) is expected to generate significant

global revenues.

Percentage ofproduction exported

1.82%

2009-10 2010-11 2011-12

Europe 24.53 % 0.75 % 21.41 %

Africa 18.30 % 27.37 % 20.82 %

Asia (excluding India) 57.18 % 57.50 % 57.77 %

Share of exports

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Annual Report 2011-12 27

Inefficient marketing could dent the brand andrealisationsThe Company widened its distribution network through the addition of

more than 700 dealers (taking the total to 1400 at the close of 2011-12)

and expects to add 300 in 2012-13. The Company intends to increase the

number of showrooms (Asian World) from 20 to 100 in 2012-13. The

Company intends to add more than 180 marketing professionals to widen

its geographic footprint.

Increase in averagetile realisations per

sq m in 2011-12

3.44%

Financial instability can affect growthThe Company is graduating its product mix towards the premium end,

which will enhance cash flow. The Company enjoyed a gearing of 14.67%

with an interest cover of 2.96, indicating financial adequate comfort. The

Company possessed free reserves of Rs 218.52 cr towards the close of

2011-12.

Rs. crore of freereserves as onMarch 31, 2012

218.52

Rising costs could dent marginsThe Company embarked on the following initiatives to reduce costs: captive

manufacture of packaging material, investments in marble, quartz and

vitrified tile manufacturing equipment to enhance operational efficiency,

the replacement of local powder with imported powder to reduce resin use

in the formation of blocks for marble stone to the extent of 20 kg per block

and the installation of a gasifier to replace the use of natural gas.

CAGR in EBIDTA inthe last three years

12.72%

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28 Asian Granito India Limited

NOTICE is hereby given that the 17th Annual General Meeting

of the Members of ASIAN GRANITO INDIA LIMITED will be held

on Thursday, 20th day of September, 2012 at AMA Hall, AMA

Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad –

380 015 at 11.00 a.m. to transact the following business:

Ordinary business:1. To receive, consider and adopt the audited balance sheet

as at March 31, 2012 and the audited Profit and Loss

Account for the year ended on that date together with the

Report of Directors and Auditors thereon.

2. To declare and approve dividend on equity shares for the

Financial Year 2011 - 12.

3. To appoint a Director in place of Shri Kamleshbhai Patel,

who retires by rotation and being eligible offers himself for

reappointment.

4. To appoint a Director in place of Shri Ajendrabhai Patel,

who retires by rotation and being eligible offers himself for

reappointment.

5. To appoint a Director in place of Shri Shankarlal Patel, who

retires by rotation and being eligible offers himself for

reappointment.

6. To appoint Auditors to hold office from the conclusion of

this Annual General Meeting until the conclusion of the

next Annual General Meeting and to fix their remuneration

and to pass the following resolution:

RESOLVED THAT pursuant to the provision of Section 224

and other applicable provisions, if any, of the Companies

act, 1956, M/s. A.L. Thakkar & Co., Chartered Accountants,

be and are hereby reappointed as Statutory Auditors of the

Company to hold office from the conclusion of this Annual

General Meeting to the Conclusion of the next Annual

General Meeting on such remuneration (including terms of

payment) as may be determined by the Board of Directors,

based on recommendation of the Audit Committee, in

connection with the audit of accounts of the Company for

the year ending on March 31, 2013.

SPECIAL BUSINESS:7. To consider and if thought fit to pass with or without

modification(s) the following resolution as a SpecialResolution:

RESOLVED THAT pursuant to the provisions of Section 314

and other applicable provisions if any of the Companies

Act, 1956, consent of the Members of the Company be and

is hereby accorded to the appoitment of Shri Saunakbhai

M. Patel a relative (son) of Shri Mukeshbhai J. Patel,

Managing Director of the Company to hold an office or

place of profit under the Company as Marketing Manager

with effect from April 1, 2012 on such terms and conditions

and on monthly remuneration of Rs. 80,000/- and other

benefits with such annual increments as may be decided by

the Board of Directors, provided that the aggregate

remuneration payable to Shri Saunakbhai M. Patel shall

not exceed Rs. 2,50,000/- per month.

8. To consider and if thought fit to pass with or withoutmodification(s) the following resolution as a SpecialResolution:

RESOLVED THAT pursuant to the provisions of Section 314

and other applicable provisions if any of the Companies

Act, 1956, consent of the Members of the Company be and

is hereby accorded to the appoitment of Shri Hirenbhai S.Patel, a relative (son) of Shri Sureshbhai J. Patel a Director

of the Company to hold an office or place of profit under

the Company as Marketing Manager with effect from April

1, 2012 on such terms and conditions and on monthly

remuneration of Rs. 80,000/- and other benefits with such

annual increments as may be decided by the Board of

Directors provided that the aggregate remuneration

NOTICE

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Annual Report 2011-12 29

payable to Shri Hirenbhai S. Patel shall not exceed

Rs. 2,50,000/- per month.

9. To consider and if thought fit to pass with or withoutmodification(s) the following resolution as a SpecialResolution:

RESOLVED THAT pursuant to the provisions of Section 314

and other applicable provisions if any of the Companies

Act, 1956, consent of the Members of the Company be and

is hereby accorded to the appointment of Shri BhagubhaiP. Patel, a relative (father) of Shri Kamleshbhai B. Patel,

Chairman cum Managing Director of the Company to hold

and an office or place of profit under the Company as

Medical Officer with effect from April 1, 2012 on such terms

and conditions and on monthly remuneration of

Rs 1,00,000/- and other benefits with such annual

increments, as may be decided by the Board of Directos

provided that the aggregate remuneration payable to ShriBhagubhai P. Patel shall not exceed Rs. 2,50,000/- per

month.

Registered Office & Corporate Office: By Order of the Board of Directors

202, Dev Arc, Opp. Iskon Temple,

Sarkhej Gandhinagar Highway,

Ahmedabad 380015 Renuka A. UpadhyayDate : August 13, 2012 Company Secretary

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE

MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXY

(IES) TO ATTEND AND ON A POLL, TO VOTE INSTEAD OF

HIMSELF/HERSELF AND THE PROXY NEED NOT BE A

MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE

EFFECTIVE MUST BE DULY FILLED STAMPED, SIGNED

AND SHOULD BE DEPOSITED AT THE COMPANY’S

REGISTERED OFFICE NOT LATER THAN 48 HOURS

BEFORE THE COMMENCEMENT OF THE MEETING.

PROXIES SUBMITTED ON BEHALF OF LIMITED

COMPANIES, SOCIETIES, PARTNERSHIP FIRMS ETC.

MUST BE SUPPORTED BY APPROPRIATE

RESOLUTION/AUTHORITY AS APPLICABLE, ISSUED ON

BEHALF OF THE APPOINTING ORGANISATION.

2. Members should bring the duly filled attendance slip sent

herewith for attending the Meeting.

3. The Register of Members and the Share Transfer Books of

the Company will remain closed from Saturday, September

15, 2012 to Thursday, September 20, 2012 (both days

inclusive). Members are requested to intimate, indicating

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30 Asian Granito India Limited

their Folio Number, the changes, if any, in their registered

address, either to the Company or to the Registrar and

Share Transfer Agent, viz, Link Intime India Pvt. Limited,

303, Shopper’s Plaza -V, Off C.G. Road, Navrangpura,

Ahmedabad – 380 009.

4. The Dividend, as recommended by the Board of Directors

of the Company for the year ended March 31, 2012, if

declared at the Annual General Meeting, will be payable on

or after September 20, 2012, to those Members whose

names stand on the Register of Members.

(i) as beneficial owners as at the end of business hours on

September 14, 2012 as per the list to be furnished by

National Securities Depository Limited (NSDL) and

Central Depository Services (India) Limited (CDSL) in

respect of Shares held in dematerialised from.

(ii) as Members in the Register of Members of the

Company after giving effect to valid share transfers

lodged with the Company on or before September 14,

2012.

5. Members holding shares in dematerialised mode are

requested to intimate all changes pertaining to their bank

details, ECS mandates, nominations, power of attorney,

change of name/address among others to their respective

Depository Participants (‘DP’) only and to the Company or

its Registrar and Share Transfer Agent. Any such changes

effected by the DP will automatically reflect in the

Company’s subsequent records.

6. Pursuant to the provision of Section 205C of the Companies

Act, 1956 the amount of dividend remaining unclaimed for

a period of seven years from the date it became due for

payment are required to be transferred to the Investor

Education and Protection Fund (IEPF) established by the

Central Government and, thereafter no payments shall be

made by the Company or by IEPF in respect of such

amounts. Therefore, members those who have not yet

encash their dividend warrant(s) for the financial year

ended March 31, 2008, 2010 and 2011 are requested to

submit their claims to the Registrar and Transfer Agent of

the Company without any delay.

7. As an austerity measure copies of the Annual Report will

not be distributed at the Annual General Meeting. Members

are requested to bring their copies to the meeting.

8. As required under Clause 49(IV) (G) of the Listing

Agreement of the Stock Exchanges, the relevant details of

the persons seeking appointment/reappointment as

directors are furnished in the Corporate Governance

Section of this Annual Report.

Members desirous of getting any information about the

accounts and/or operations of the Company are requested

to write to the Company at least seven days before the date

of meeting to enable the Company to keep the information

ready at the meeting.

Registered Office & Corporate Office: By Order of the Board of Directors

202, Dev Arc, Opp. Iskon Temple,

Sarkhej Gandhinagar Highway,

Ahmedabad 380015 Renuka A. UpadhyayDate : August 13, 2012 Company Secretary

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Annual Report 2011-12 31

Registered Office & Corporate Office: By Order of the Board of Directors

202, Dev Arc, Opp. Iskon Temple,

Sarkhej Gandhinagar Highway,

Ahmedabad 380015 Renuka A. UpadhyayDate : August 13, 2012 Company Secretary

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF COMPANIES ACT, 1956

ITEM NO. 7 to 9Shri Saunakbhai M. Patel is MBA in Marketing and Finance

and working with the Company as Marketing Manager

since April 1, 2012. Shri Mukeshbhai J. Patel who was

appointed as Managing Director on the Board w.e.f June 1,

2011 and consequent thereto Shri Saunakbhai M. Patel

who is son of Shri Mukeshbhai J. Patel falls under

definition of relative under Companies Act, 1956. As per

Section 314, of the Companies Act, 1956 except with the

consent of the members of the Company, no relative of

Director shall hold any office or place of profit under the

Company which carries remuneration not exceeding

Rs.2,50,000/- per month.

Shri Hirenbhai S. Patel is MBA in Marketing appointed as

Marketing Manager w.e.f April 1, 2012 subject to consent

and approval of the members at the ensuing General

Meeting. Shri Sureshbhai J. Patel who was appointed as a

Director on the Board w.e.f May 11, 2011 and consequent

thereto Shri Hirenbhai S. Patel who is son of Shri

Sureshbhai J. Patel falls under definition of relative under

Companies Act, 1956.

As per Section 314, of the Companies Act, 1956 except with

the consent of the members of the Company, no relative of

Director shall hold any office or place of profit under the

Company which carries remuneration of not exceeding

Rs. 2,50,000/- per month.

Shri Bhagubhai P. Patel is M.B.B.S appointed as Medical

Officer, w.e.f April 1, 2012 subject to consent and approval

of the members at the ensuing General Meeting. Shri

Kamleshbhai B. Patel as Chairman & Managing Director

on the Board w.e.f 1st Jan, 2009 and consequent thereto

Shri Bhagubhai P. Patel who is father of Shri Kamleshbhai

B. Patel falls under definition of relative under Companies

Act, 1956.. As per Section 314, of the Companies Act, 1956

except with the consent of the members of the Company,

no relative of Director shall hold any office or place of profit

under the Company which carries remuneration of not

exceeding Rs. 2,50,000/- per month.

The resolutions are recommended for the approval of

members.

None of the Directors of the Company except Shri

Mukeshbhai J. Patel, Shri Sureshbhai J. Patel and Shri

Kamleshbhai B. Patel are any way concerned or interested

in the said resolution.

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32 Asian Granito India Limited

DIRECTORS’ REPORT

Your Directors are pleased to present the 17th Annual Report and Audited Accounts of the Company for the year ended on

March 31, 2012.

Financial ResultsThe performance of the Company for the financial year ended on March 31, 2012 is summarised below:

Particulars 2011-2012 2010-2011

Sales and Other Income 62631.76 54443.87

Increase/ (Decrease) in Stock 2488.54 1566.53

Wind Power Plant Electricity Generation Income NIL 54.85

Expenditure 58754.52 50190.45

Profit/(Loss) Before Interest and Depreciation 6365.77 5874.80

Less: Interest & Financial Expenses 1605.05 1335.86

Less: Depreciation 2059.30 1898.19

Profit Before Tax 2701.42 2640.75

Less: Provision for current tax 885.00 494.92

Provision for deferred tax 11.03 136.39

Profit after tax 1805.39 2009.44

Add: Balance Brought Forward 12697.20 10933.35

Amount available for appropriation

Balance carried to Balance Sheet 14502.59 12942.79

Appropriation: 14502.59 12942.79

Proposed Dividend on Equity Shares 210.61 210.61

Corporate Tax on Dividend on Equity Shares 34.17 34.98

Balance Carried To Balance Sheet 14257.81 12697.20

(Rs. in Lacs)

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Annual Report 2011-12 33

Industrial Scenario and Future Outlook:The Indian tile industry, despite an overall slowdown of

the economy continues to grow at a healthy 15% per

annum. Investments in the last 5 years have aggregated over

Rs. 5000 cr. The overall size of the Indian ceramic tile industry

is approximately Rs. 18,000 cr (FY12). The production during

2011-12 stood at approx. 600 million square metres. The key

drivers for the ceramic tiles in India are the boom in housing

sector coupled by government policies fuelling strong growth

in housing sector. The retail boom in the Indian economy has

also influenced the demand for higher end products. A major

change that took over the ceramic tiles industry, was the

introduction of vitrified and porcelain tiles. These new entrant

product types are said to be the tiles of the future. These new

products and the conventional wall and floor tiles have

together made the organised industry grow to a formidable

Rs. 7,200 cr industry. This coupled with a spate of expansions

by many players make the industry look very promising in the

future. The Indian industry has developed an export market

although at the lower end. In volume it constitutes less than

half a percent of the global market.

Results of Operations:The sales and other income of the Company increased to

Rs. 62,631.76 lacs as compared to Rs. 54,443.87 lacs in last

year, registering a growth of 14.92%. The Profit for the year

amounted to Rs. 1,805.39 lacs as compared to Rs. 2,009.44

lacs in last year.

Your Directors are hopeful to achieve still better results in time

to come and to keep the position of market leader in the

coming years.

DividendYour Directors recommend payment of dividend at the rate of

Re.1/- (10%) per equity share for the financial year ended on

March 31, 2012 on which if approved at the ensuing Annual

General Meeting will be paid to (i) those Equity Shareholders

whose names appear in the Register of Members of the

Company on or before September 14, 2012 and (ii) to those

members whose particulars as benfecial owners are furnished

for this purpose, by the Depostories, viz. National Securities

Depository Limited and Central Depository Services (India)

Limited.

Management’s Discussion & Analysis ReportA detailed review of the progress of the Company and the future

outlook of the Company and its business as stipulated under

Clause 49 of the Listing Agreement with the Stock Exchanges

is presented in a separate forming part of Annual Report.

Fixed DepositsThe Company has not accepted any deposit from public falling

under section 58A & 58AA of the Companies Act, 1956 and the

Companies (Acceptance of Deposits) Rules 1975. All deposit

lying with the Company has been duly paid during the year.

Particulars of Conservation of Energy amongothersThe statement of particulars with respect to conservation of

energy, technology absorption and foreign exchange earning

and outgo pursuant to section 217(1)(e) of the Companies Act,

1956 read with the Companies (Disclosure of Particulars in the

Report of Board of Directors) Rules, 1988 is annexed herewith

as Annexure - ’A ‘ which forms part of this report.

Particulars of EmployeesProvisions of Section 217(2A) of the Companies Act, 1956 read

with the Companies (Particulars of Employees) Rules, 1975 are

not applicable to the Company, since none of the employees

of the Company was in receipt of total remuneration of

Rs. 60,00,000/ - p.a. or Rs. 5,00,000/- p.m. during the financial

year under review.

Board of DirectorsIn accordance with the provisions of the Companies Act, 1956

and the Company’s Articles of Association, Mr. Kamleshbhai

Patel, Mr. Ajendrabhai Patel and Mr. Shankarlal Patel,

Directors of the Company, retire by rotation and being eligible;

offers themselves for reappointment at the ensuing Annual

General Meeting.

Corporate GovernanceA separate section on Corporate Governance forming part of

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34 Asian Granito India Limited

the Directors’ Report and the Certificate from the Company’s

Auditors confirming compliance of Corporate Governance

norms as stipulated in Clause 49 of the Listing Agreement with

the Stock Exchanges is included in the Annual Report.

Directors’ Responsibility StatementPursuant to Section 217(2AA) of Companies Act, 1956 you’re

Directors confirm that: -

a) in the preparation of the annual accounts, the applicable

accounting standards have been followed and there is no

material departures from the same;

b) the Directors have selected such accounting policies and

applied them consistently and made judgments and

estimates that are reasonable and prudent so as to give

true and fair view of the state of affairs of the Company at

the end of the financial year and of the profit or loss of the

Company for that year;

c) the Directors have 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;

d) the Directors have prepared the annual accounts of the

Company on the ‘going concern’ basis.

Auditors and Their ReportM/s. A.L. Thakkar & Co., Chartered Accountants, Auditors, of

the Company hold office upto the date of the ensuing Annual

General Meeting. The Company has received Certificate under

Section 224(1) (B) of the Companies Act, 1956 from them

confirming that the appointment if made, at the ensuing

Annual General Meeting, will be within the limits specified.

Your Directors recommend their reappointment and fixing the

remuneration of them.

Industrial RelationsThe industrial relations with employees remained cordial

through out the year. Your Directors wish to place on record

their appreciation of the devoted services rendered by the

workers, staff and employees of the Company.

Demat Escrow A/cThe Company is having ‘IPO Escrow account’, in which the

Company holds allotted shares and dividend due on shares

lying in IPO escrow account which could not been credited to

Allottees account. As on date, there are Two (2) shareholders

whose 301 shares are pending with this account.

AcknowledgementYour Directors would like to express their grateful appreciation for the assistance and cooperation received from the Company’s

valued customers, members, various department of Central and State Government, Local Authorities, and Banks during the year

under review and looking to their continued support in the future to the Company’s growth. Your Directors also wish to place on

record their deep sense of appreciation for the committed services of the executives, staff and workers of the Company.

Registered Office & Corporate Office: For and on behalf of the Board of Directors

202, Dev Arc, Opp. Iskon Temple,

Sarkhej Gandhinagar Highway,

Ahmedabad 380015 Kamleshbhai PatelDate : August 13, 2012 Chairman & Managing Director

SR.NO APPLNO NAME DPCLITID ALLOTMENT

1 31332896 SURENDRA KAMATH M IN30023910264272 60

2 11583724 SONESH RAJDEV IN30021411587104 241

TOTAL 2 301

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Annual Report 2011-12 35

Particulars pursuant to section 217 (1) (e) of the Companies

Act, 1956 read with Companies (Disclosure of Particulars in

Directors’ Report) Rules, 1988:

1. CONSERVATION OF ENERGY: 1) Energy Conversation measures taken

The Company has formed a strong technical department

headed by senior personnel to continuously monitor energy

consumption and plan and execute energy conservation

schemes. Effective measures are being taken for overall

technological up gradation of plant and machinery.

2) Total energy consumption and energy consumption per unit

of production

FORM ‘A’

ANNEXURE TO THE DIRECTORS REPORT

A. POWER AND FUEL CONSUMPTION 2011-12 2010-11

I) Electricity

a) Purchased Unit (in H.P./ K.W.H.) 459.84 447.71

Total Amount (Rs. in Lacs)* 2975.59 2706.47

Rate per unit (Amount/Units) (Rs.) 6.47 6.05

b) Own Generation

(i) Through D.G. Set

Units (In H.P. / K.W.H.) 2.01 3.14

Total Amount (Rs. in Lacs) 74.95 114.91

Rate per unit (Amount/Units) Rs. 37.29 36.57

(ii) Through Other (specify)

Units (In H.P. / K.W.H.) Nil Nil

Total Amount (Rs. in Lacs) Nil Nil

Rate per unit (Amount/Units) (Rs.) Nil Nil

II) Fuel Consumption

1. Light Diesel Oil (L.D.O.)

Quantity in Litres 1.67 2.78

Total Amount (Rs. in Lacs)** 74.95 114.91

Cost Per Unit (Total Amount/Quantity) 44.90 41.34

2. L.P.G./Natural Gas

Quantity in Litres/ LKgs. 231.14 222.97

Total Amount (Rs. in Lacs) 5637.43 3907.07

Cost Per Unit (Total Amount/Quantity) 24.39 17.52

3. Gas Generator, Coal among others

Quantity in LKgs. 496.18 408.36

Total Amount (Rs. in Lacs) 2352.06 1718.61

Cost Per Unit (Total Amount/Quantity) 4.74 4.21

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36 Asian Granito India Limited

B. CONSUMPTION PER UNIT OF PRODUCTION 2011-12 2010-11

1. Electricity (Units per Sq. Mtr. Production) 3.51 3.71

Electricity (Rupees per Sq. Mtr. Production) 22.71 22.45

2. L.D.O./ Coal/ Kerosene (Units per Sq. Mtr. Production) 3.55 3.71

L.D.O./ Coal/ Kerosene (Rupees per Sq. Mtr. Production) 132.30 135.82

3. L.P.G./ Natural Gas(Qty. Per Sq. Mtr. Production) 1.85 1.92

L.P.G./ Natural Gas(Rupees Per Sq. Mtr. Production) 45.08 33.57

4. Other Nil Nil

Particulars 2011-12 2010-11

Foreign Exchange Earned:

Export of Goods on FOB Basis 1417.60 1077.56

Foreign Exchange Used :

Foreign Traveling 15.66 20.02

Exhibition Expenses 8.34 2.99

Purchase of Capital Goods 881.44 1053.90

Stores and Spares 820.20 743.69

Raw Materials 582.30 524.96

Finished goods 2970.25 0.00

Other design materials 11.91 0.00

Sales comission 35.30 2.61

Other 0.49 0.00

2) TECHNOLOGY ABSORPTION: a) Research and Development: The Company has a

continuous ongoing R & D Program which during the

period under review introduced larger format and various

designs of tiles. In addition to development of new

products, the R & D Department also instituted a

comprehensive quality control of all units to ensure that

all the Company’s products meet or exceed international

standards.

b) Benefits derived as a result of the above R & D:

New Design and larger format tiles have enabled the

Company to be more competitive in the market. Benefits

from quality improvements give the Company better

realisation as more of the products goes to first grade.

Improved quality also gives the Company a better image in

the market therefore improving the marketability of its

products.

c) Technology Absorption and Innovation:

The Company has been putting emphasis to train its

technical personnel by way of providing training to them

for the latest technology available. It has resulted in a

better quality of product, which has been brought to the

International Standard, besides improving the productivity

and reducing the wastages. The Company has sent its

personnel to China for training of latest technology plant.

2) FOREIGN EXCHANGE EARNINGS / OUTGO (Rs. in lacs)

Registered Office & Corporate Office: For and on behalf of the Board of Directors

202, Dev Arc, Opp. Iskon Temple,

Sarkhej Gandhinagar Highway,

Ahmedabad 380015 Kamleshbhai PatelDate : August 13, 2012 Chairman & Managing Director

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Annual Report 2011-12 37

The Securities and Exchange Board of India (SEBI) has

introduced a code of Corporate Governance for listed

companies which is implemented through the Listing

Agreement with the Stock Exchanges with which the Company

is listed. The Company has complied with the requirements set

out in Clause 49 of the Listing Agreement.

1. Philosophy:The Company’s philosophy on Corporate Governance

envisages to corporate growth and long-term gain in

shareholders value. The Company is committed to maintain

the highest standard of Corporate Governance.

It is our Company belief that good ethics makes good business

sense and our business practices are in keeping with this spirit

of maintaining the highest level of ethical standards. Being a

value-driven organisation, the Company has always worked

towards building trust with shareholders, employees,

customers, suppliers and other stakeholders based on

principles of good Corporate Governance viz. integrity, equity,

transparency, fairness, disclosure, accountability and

commitment to values.

Our focus on sustainable growth, productivity improvement,

commitment to quality and safety in operations is unrelenting.

2. CFO CertificateIn terms of Clause 49 of the Listing Agreement, the certification

by the Chief Financial Officer on the financial statements has

been obtained.

3. Board of Directors:(i) Composition/ Category of Directors / Attendance atMeetings/ Directorships and Committee Membershipsin other Companies as on March 31, 2012:The Board consists of twelve members. The composition of

Board of Directors, the number of other directorship or board

committees of which he is a member / Chairperson is as under:

CORPORATE GOVERNANCE REPORT(As required by Clause 49 of the Listing Agreement of the Stock Exchanges)

Attendance of Other Directorships/ Meetings Board Committees (Numbers)

during 2011-12Name of Director Category Designation Board Last Directorships in Committee Committee

Meeting AGM Other Cos. membership ChairmanshipMr. Kamleshbhai Patel Non-Independent and Chairman cum 11 Yes 1 0 0

Executive Managing DirectorMr. Mukeshbhai Patel Non-Independent and Managing Director 11 Yes 0 0 0

Executive Mr. Bhaveshbhai Patel Non-Independent and Director 9 No 0 0 0

ExecutiveMr. Sureshbhai Patel Non-Independent and Director 8 Yes 1 0 0

ExecutiveMr. Bhogilal Patel Non-Independent and Director 9 Yes 0 0 0

ExecutiveMr. Kanubhai Patel Non-Independent and Director 7 No 0 0 0

ExecutiveMr. Maganlal Prajapati Independent and Director 3 Yes 0 3 3

Non-Executive DirectorMr. Mahesh Chander Julka Independent and Director 4 No 2 3 0

Non- Executive DirectorMr. Shankerlal Patel Independent and Director 4 No 0 1 0

Non-Executive DirectorMr. Ajendrabhai Patel Independent and Director 5 No 0 0 0

Non-Executive Mr. Premjibhai Chaudhary Independent and Director 2 No 1 0 0

Non-ExecutiveMr. Amrutbhai Patel Independent and Director 3 No 1 0 0

Non-Executive

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38 Asian Granito India Limited

The Board has held 11 Meetings during the Financial Year 2011-12 are as under:

4. Audit Committee:(i) Terms of referenceThe terms of reference of this committee cover the matters

specified for Audit Committees under Clause 49 of the Listing

Agreement.

(ii) Composition, name of members and Chairman,meetings held during the year and attendance atmeetingsThe Company has complied with the requirements of Clause

49 of the Listing Agreement and Section 292A of the

Companies Act, 1956 as regards composition of Audit

Committee.

The Committee has held Four Meetings during the financial

year 2011-12 i.e., May 11, 2011, August 12, 2011, November 14,

2011, and February 14, 2012. The composition of the Audit

Committee as on March 31, 2012 and the attendance of the

members at the meeting of the Audit Committee held during

the financial year 2011-12 were as follows:

Dates of Board Meetings

April 05, 2011 May 11, 2011 June 01,2011 August 03, 2011

August 12, 2011 August 30, 2011 November 14, 2011 December 12, 2011

January 16, 2012 February 14, 2012 March 10, 2012 –

5. Remuneration Committee: (i)Terms of referenceThe role of the Remuneration Committee is to recommend to

the Board, the remuneration package for the Managing/

Executive Directors and senior officials just one level below

the Board.

(ii) Composition, name of members and Chairman,meetings held during the year and attendance atmeetingsThe Remuneration Committee presently consists of three

Independent Directors. The Committee has held three

meetings during the financial year 2011-12 i.e. on July 25, 2011,

November 14, 2011, and February 14, 2012. The Composition

of the Remuneration Committee as on March 31, 2012 and the

attendance of the members at the meeting of the

Remuneration Committee held during the financial year 2011-

12 were as follows:

Remuneration Policy/ Criteria of payments to Non-executiveDirectors:The Company pays remuneration to its Managing Director/

Whole Time Director by way of salary, perquisites and

allowances. Their remuneration is governed by the external

competitive environment; track record, potential, individual

performance and performance of the Company as well as

industrial standard. Further the remuneration being paid is

within the ceiling prescribed under the applicable provisions of

the Companies Act, 1956 and is subject to the approval of the

Remuneration Committee of the Board of Directors and the

members of the Company.

The Non-Executive Independent Directors are paid sitting fee

for their attendance in the Board Meetings.

Members of Audit Committee Designation Category No. of Meetings Attended

Mr. Maganlal Prajapati Chairman Independent and Non- Executive Four

Mr. Maheshchander Julka Member Independent and Non- Executive Four

Mr. Kamlesh B. Patel Member Non- Independent and Executive Four

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Annual Report 2011-12 39

The Details of remuneration paid during the Financial Year 2011-12 are as under:

Name of Director Sitting fees (Rs.) Salary and Perquisites (Rs.) Stock Option Pension Total (Rs.)

Mr. Kamleshbhai Patel - 2,200,000 - - 2,200,000

Mr. Mukeshbhai Patel - 1,790,000 - - 1,790,000

Mr. Sureshbhai Patel 1,600,000 1,600,000

Mr. Bhaveshbhai Patel 1,660,000 1,660,000

Mr. Kanubhai Patel 1,410,000 1,410,000

Mr. Bhogilal Patel 1,000,000 1,000,000

Mr. Maganlal Prajapati 15,000 - - - 15,000

Mr. Maheshchander Julka 20,000 - - - 20,000

Mr. Shankarlal Patel 20,000 - - - 20,000

Mr. Ajendrabhai Patel 20,000 - - - 20,000

Mr. Premjibhai Chaudhary 10,000 - - - 10,000

Mr. Amrutbhai Patel 15,000 - - - 15,000

The Details of investors’ complaints received and resolved during the financial year 2011-12 is as under:

No. of investors’ complaints No. of investors’ complaints Investors’ complaints pending

received during the year resolved during the year at the end of the year

Two Two Nil

6. Shareholders/Investors GrievanceCommittee:The Board of Directors of the Company had set up a

Shareholders/ Investors’ Grievances Committee, which has

been authorised to oversee and review all matters connected

with the investor services in connection with rematerialisation

and dematerialisation of shares and transfer/ transmission/

transposition of shares. The Committee oversees performance

of the Registrar and Transfer Agents of the Company and

recommends measures for overall improvement in the quality

of investor services. The Board has delegated the authority to

approve the transfer of shares to the officers of the Company

and the registrar and share transfer agent.

The Committee has held four meeting during the financial year

2011-12 i.e. on May 11, 2011 August 12, 2011, November 14,

2011, and February 14, 2012. The composition of the

Shareholders Committee as on March 31, 2012 and the

attendance of the members at the meeting of the Shareholders

Committee held during the financial year 2011-12 were as

follows:

Members of Remuneration Designation Category No. of Meetings Attended

Committee

Mr. Maganlal Prajapati Chairman Independent and Non-Executive Three

Mr. Maheshchander Julka Member Independent and Non-Executive Three

Mr. Shankarlal Patel Member Independent and Non-Executive Three

Members of Shareholders Designation Category No. of Meetings Attended

/ Investors Greivance Committee

Mr. Maganlal Prajapati Chairman Independent and Non-Executive Four

Mr. Maheshchander Julka Member Independent and Non-Executive Four

Mr. Kamleshbhai B. Patel Member Non-Independent and Executive Four

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40 Asian Granito India Limited

7. Details of General Body Meetings:(i) Location and time where last three Annual General Meetings (AGMs) held:

Financial Year Location Date & Time

2008-2009 Ahmedabad Textile Mills’ Association, Ashram Road, Navrangpura, November 30, 2009

Ahmedabad – 380009 (Gujarat) 11.00 a.m.

2009-2010 AMA Hall, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, September 25, 2010

Ahmedabad- 380015 (Gujarat) 11.00 a.m.

2010-2011 AMA Hall, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, September 29, 2011

Ahmedabad- 380015 (Gujarat) 10.30 a.m.

(ii) Special Resolution passed in the previous threeAnnual General MeetingsIn last three AGM the Company has passed special resolutions

regarding:

(1) Special Resolution passed for Mr. Jagdishkumar Patel, Mr.

Vipulbhai Patel, Mr. Vinodbhai Patel, Mr. Sureshbhai Patel

and Mr. Rameshbhai Patel under Section 314 to hold office

or place of profit,

(2) Special Resolution passed for appointing of Mr.

Mukeshbhai Patel as a Managing Director along with

change in terms of appointment under Section 198 read

with Schedule XIII,

(3) Special Resolution passed for preferential issue under

Section 81(1A),

(4) Special Resolution passed for appointment of AL Reyami

Walls & Floors LLC as the sole selling agent of the

Company for the sale and distribution of products in United

Arab Emirates and its territory under section 294AA and

other applicable provisions of the Companies Act, 1956.

(5) Appointment of Bhogibhai B. Patel as a Manager,

Marketing,

{6} Commencing new agro business. Except that there was

no special resolution passed by the Company at the

previous three Annual General Meetings.

(iii) Postal BallotNo Postal ballot was conducted in the year 2011-12. As on

date, the Company dose not has any proposal to pass any

special resolution by way of postal ballot.

8. Disclosures:a. Disclosures on materially significant related partytransactions: Transactions with the related parties are set out in Significant

Accounting Polices and Notes on Accounts – Note No.1

forming part of the Annual Report.

a. None of the transactions with any of the related parties

were in conflict with the interest of the Company.

b. Details of non-compliance by the Company, penalties,

strictures imposed on the Company by Stock Exchange or

SEBI or any statutory, on any matter related to capital

markets, during the last three years:

The Company has complied with the requirements of the

Listing Agreement of the Stock Exchanges as well as

regulations and guidelines of SEBI. Neither any penalty nor

any stricture has been passed by SEBI, Stock Exchange or

any other statutory authority on matters relating to capital

markets, in the last three years.

c. Whistleblower Policy and affirmation that no personnel

have been denied access to the Audit Committee:

The Company has adopted Whistleblower Policy. The

employees of the Company have access to approach the

Management on any issues relating to the Code of Conduct

/ business ethics.

9. Means of Communication:Quarterly Financial Results: The quarterly/ half yearly annual financial results are

During the year ended March 31, 2012, the Company received two complaints and there are no complaints outstanding as on

March 31, 2012. Normally all the complaints are disposed of within 30 days.

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Annual Report 2011-12 41

published in Business Standard and Jansatta, (English daily

and Gujarati daily respectively). The financial results are also

placed on the Company’s website namely

www.asiangranito.com.

Official News ReleasesThe Company holds press analyst meets and makes necessary

presentations, to appraise and publicise the information

relating to Company’s working and future outlook.

10. General Shareholder Information:I. Annual General Meeting

Date and Time : September 20, 2012 at 11.00 a.m.

Venue : AMA Complex, ATIRA,

Dr. Vikram Sarabhai Marg,

Ahmedabad-380015

II. Profile of Directors seeking reappointment.The profile of Directors who are seeking reappointment/

appointment at the Annual General Meeting is furnished below:

Mr. Kamleshbhai Patel:Mr. Kamleshbhai Patel, aged 41 years, is in the line of ceramic

industries for more than 17 years. He did his Bachelors in

Business Administration from Sardar Patel University and he

is the Chairman and Managing Director of our Company. He

started his career with Kedia Cera Tile Private Limited in the

year 1993 as a Director. In 1996, than he promoted Kedia

Industries, a partnership concern involved in the

manufacturing of wall tiles. Subsequently, in 1999, he along

with other promoters and few other persons promoted Asian

Tiles Limited, previously our subsidiary which has been

merged with our company. In 2003, he along with our other

Promoters foresaw an untapped opportunity in the business

of vitrified tiles which prompted them to set up a plant at

Himmatnagar for manufacturing of the same. He is also in-

charge of the marketing division of our Company comprising of

a marketing network more than 20 depots, more than 250

dealers and over 4000 business associates and 20 Asian Tiles

World showrooms till date.

Directorships in other Companies: (1) Raj Infrabuild Private

Limited

(2) Indian Council

Ceramic Tiles & Sanitary

Wares (ICCTAS)

Committee Memberships in other Companies: Nil

Shareholding in Asian Granito India Limited: 1893889 equity

shares

Mr. Ajendrabhai Patel:Mr. Ajendrabhai Patel, aged 38 years holds a degree in

Ceramic Technology from Gujarat University. He is having

experience of more than 18 years in the ceramic tiles industry.

He is associated with Krishna Sales, proprietary firm as

proprietor since past 17 years.

Directorships in other Companies: Nil

Committee Memberships in other Companies: Nil

Shareholding in Asian Granito India Limited: Nil equity share

Mr. Shankerlal Patel:Mr. Shankerlal Patel, aged 66 years, holds a Bachelor’s

Degree in Economics from Gujarat University. He has worked

with State Bank of India and has held several key positions in

various capacities. Currently he is working as Business

Facilitator of the State Bank of India in Sabarkantha District.

Directorships in other Companies: Nil

Committee Memberships in other Companies: Nil

Shareholding in Asian Granito India Limited: 151 equity shares

III. Financial Calendar (tentative)Results for first quarter ending : On or before August 14,

June 30, 2012. 2012

Results for second quarter : On or before November

ending September 30, 2012 14,2012

Results for third quarter : On or before February

ending December 31, 2012 14,2012

Results for fourth quarter : On or before May 15, 2013

ending March 31, 2013

IV. Book Closure Date:The Register of Members and the Share Transfer Books of the

Company will remain closed from Saturday September 15,

2012 to Thursday September 20, 2012 (both days inclusive).

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42 Asian Granito India Limited

V. Registered Office:Asian Granito India Limited

202, Dev Arc, Opp. Iskcon Temple, Sarkhej Gandhinagar

Highway, Ahmedabad – 380015

VI. Listing of Equity Shares on Stock Exchange: The Equity Shares of the Company are currently listed at

National Stock Exchange of India Limited (NSE) and Bombay

Stock Exchange Limited (BSE). The Company has paid till date,

appropriate listing fees to both the stock exchanges where the

Company’s equity shares are listed.

National Stock Exchange of India LimitedExchange Plaza, Bandra – Kurla Complex, Bandra (E), Mumbai

– 400051

Bombay Stock Exchange LimitedP. J. Towers, Dalal Street, Fort, Mumbai – 400 001

Location of the Depositories:National Securities Depository Ltd.

Trade World, 4th Floor, Kamala Mills Compound, Senapati

Bapat Marg, Lower Parle, Mumbai- 400013

Central Depository Services (India) Ltd.

Phiroze Jeejeebhoy Towers, 28th Floor, Dalal Street, Mumbai-

400 001

VII. Stock Code:Bombay Stock Exchange (Scrip Code): 532888

National Stock Exchange (Trading Symbol): ASIANTILES

ISIN Number for Equity Shares: INE022I01019

IX. Registrar and Share Transfer Agents: Link Intime India Pvt. Limited,

C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup

(W), Mumbai – 400 078

E-mail Address: [email protected]

X. Share transfer SystemSecurities lodged for transfer at the Registrar’s address are

normally processed within 15 days from the date of lodgment,

if documents are clear in all respects. The Company has

authorised its RTA for timely completion of share transfer as

per SEBI circular. All requests for dematerialisation of

securities are processed and the confirmation is given to the

depositories within 15 days. Grievances received from

investors and other miscellaneous correspondences on

change of address mandates among others are processed by

the Registrar within 30 days.

VIII. Stock Market Data:Stock market price data and share price performance in comparison to broad based indices:

Month NATIONAL STOCK EXCHANGE OF INDIA LIMITED BSE LIMITED

High (Rs.) Low (Rs.) Total numbers High (Rs.) Low (Rs.) Total numbers

of shares traded of shares traded

April 64.8 42.2 233,037 64.9 48.05 224,000

May 54 44.05 41,452 55.85 44.5 58,396

June 51.35 44 109,851 52.5 44.15 127,652

July 48.9 42.05 51,184 48.95 42 37,068

August 48.7 35.3 38,693 48.75 36.35 23,682

September 47 38 41,042 46.8 34 96,944

October 45.55 40 17,938 45.95 40.05 6,273

November 44.1 31.15 48,335 45.2 30.3 28,028

December 44 28.2 41,753 40.35 29 16,316

January 50 30 44,275 49.7 30 29,430

February 57 42.5 334,672 56.75 40 486,877

March 51 42.5 104,194 51.8 42.2 211,806

(Source: NSE and BSE websites)

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Annual Report 2011-12 43

XII. Dematerialisation of shares and liquidity:The equity shares of the Company are available under

dematerialised form with National Securities Depository

Limited (NSDL) and Central Depository Services (India) Limited

(CDSL). The Company’s equity shares are compulsorily traded

in dematerialised form. The ISIN No. of the Company is

INE022I01019.

As on March 31, 2012, 21,061,278 equity shares of the

Company have been dematerialised representing 99.99 % of

the total shares.

XIII. Code of Conduct:The Company has in place a Code of Conduct applicable to the

Board Members as well as the Senior Management and that

the same has been posted on the Company’s website. All the

Board Members and the Senior Management Personnel have

affirmed compliance with the Code of Conduct.

XIV. Outstanding GDR / ADRs / Warrants or anyconvertible instrument, conversion date and likelyimpact on the equity: As on March 31, 2012, the Company has not issued convertible

warrants and as such there is no impact on the equity share

capital of the Company.

XV. Plant Locations:(1 Asian Granito India Limited (2) Asian Granito India Limited

Ceramic Zone, Katwad Road, B/h. Sardar Plant

At & Po. Dalpur, Idar -383430

Taluka Prantij 383 120, Dist. Sabarkantha

Dist. Sabarkantha

XI. Distribution of Shareholding:

No. of equity shares held As on March 31, 2012

No. of shareholders % of shareholders Total no. of shares held % of shareholding

1 – 500 4853 88.29 621470 2.95

501 – 1000 230 4.18 190340 0.90

1001 – 2000 137 2.49 212746 1.01

2001 – 3000 45 0.82 117926 0.56

3001 – 4000 16 0.29 55991 0.27

4001 – 5000 25 0.46 119830 0.57

5001 – 10000 43 0.78 327850 1.56

10001 and Above 148 2.69 19415138 92.18

TOTAL 5497 100.00 21061291 100.00

Categories of Shareholding (as on March 31, 2012):

Category of holder No. of shares % of equity

Other bodies corporate 4522157 21.4714

Clearing member 22895 0.1087

Non-resident Indians 19094 0.0907

Non-resident (Non-repatriable) 2446 0.0116

Public 9142585 43.4095

Promoters 4407062 20.9249

Relatives of Directors 2945039 13.9832

TOTAL 21061291 100.00

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44 Asian Granito India Limited

XVI. Investor Correspondence: For any assistance regarding dematerialisation of shares,

share transfers, transmissions, change of address and any

other query relating to shares of the Company please write to:

Link Intime India Pvt. Limited

303, Shoppers Plaza - V, Opp. Municipal Market, off C. G. Road,

Navrangpura, Ahmedabad – 380 009

E-mail: [email protected]

For any other general matters or in case of any difficulties/

grievances please write to:

Renuka A. Upadhyay

Compliance Officer

Asian Granito India Limited

202, Dev Arc, Opp. Iskcon Temple,

Sarkhej Gandhinagar Highway,

Ahmedabad – 380015

E-mail: [email protected]

Phone No. : 079 - 66125500/698/699

Fax No. : 079 - 66058672/66125600

To the Members of

Asian Granito India Limited

1. We have reviewed the compliance of conditions of

Corporate Governance by (the Company) during the year

ended March 31, 2012 with the relevant records and

documents maintained by the Company and furnished to

us.

2. The compliance of conditions of Corporate Governance is

the responsibility of the management. Our examination has

been limited review of the procedures and implementation

thereof, adopted by the Company for ensuring the

compliance of the conditions of Corporate Governance. It is

neither an audit nor an express of opinion on the financial

statements of the Company.

3. On the basis of our review and according to the information

and explanations given to us, we (certify that the Company

has, for the year ended March 31, 2012 complied in all

material respects with the conditions of Corporate

Governance as stipulated in Clause 49 of the Listing

Agreement(s) with the Stock Exchanges).

4. We state that no investor grievance is pending for a period

exceeding one month against the Company as per the

records maintained by the Shareholders/Investors’

grievances Committee.

5. We further state that such compliance is neither an

assurance as to the future viability of the Company nor the

efficiency or effectiveness with which the management has

conducted the affairs of the Company.

For A.L.Thakkar & Co.

Chartered Accountant

(FRN: 120116W)

Place: Ahmedabad Sanjiv V. Shah

Date: August 13, 2012 [Partner]

CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATEGOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT(S)

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Annual report 2011-12 45

Auditor’s ReportTo the members of ASIAN GRANITO INDIA LIMITED

1. We have audited the attached Balance Sheet of ASIANGRANITO INDIA LIMITED as at 31st March 2012, and alsothe Profit and Loss Account and the Cash Flow Statementfor the year ended on that date annexed thereto. Thesefinancial statements are the responsibility of thecompany’s management. Our responsibility is to expressan opinion on these financial statements based on ouraudit.

2. We conducted our audit in accordance with the auditingstandards generally accepted in India. Those standardsrequire that we plan and perform the audit to obtainreasonable assurance about whether the financialstatements are free of material misstatement. An auditincludes examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements.An audit also includes assessing the accountingprinciples used and significant estimates made bymanagement, as well as evaluating the overall financialstatement presentation. We believe that our auditprovides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order,2003 and Companies (Auditors Report) (Amendment)order 2004 thereon issued by the Central Government ofIndia in terms of sub-section (4A) of Section 227 of theCompanies Act, 1956, we enclose in the Annexure, astatement on the matters specified in paragraphs 4 and 5of the said Order.

4. Further to our comments in the Annexure referred toabove, we report that;

i. We have obtained all the information and explanationswhich to the best of our knowledge and belief werenecessary for the purpose of our audit.

ii. In our opinion, proper books of accounts as requiredby law have been kept by the company so far asappears from our examination of those books;

iii. The Balance Sheet and Profit and Loss Account and

Cash Flow Statement dealt with by this Report are inagreement with the books of account;

iv. In our opinion, the Balance Sheet and Profit and LossAccount and Cash Flow Statement dealt with thisReport comply with the Accounting Standardsreferred to in Sub-section (3C) of Section 211 of theCompanies Act, 1956;

v. On the basis of written representations received fromthe Directors, as on 31st March, 2012 and taken onrecord by the Board of Directors, we report that noneof the Directors is disqualified as on 31st March, 2012from being appointed as a Director in terms of Clause(g) of Sub-Section (1) of Section 274 of the CompaniesAct, 1956;

vi. In our opinion and to the best of our information andaccording to the explanations given to us, the saidaccounts read with significant accounting policies andother notes thereon, given the information required bythe Companies Act, 1956, in the manner so requiredand give a true and fair view.

(a) In the case of the Balance Sheet, of the state ofaffairs of the Company as at 31st March, 2012.

(b) In the case of the Profit and Loss Account, of theprofit for the year ended on that date.

(c) In the case of the Cash Flow statement, of thecash flows for the year ended on that date.

For, A.L.Thakkar & Co.Chartered Accountants

(FRN: 120116W)

(Sanjiv Shah) Place : Ahmedabad Partner

Date : August 13, 2012 Mem.No. 42264

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46 Asian Granito India Limited

Annexure to the Auditors’ Report(Referred to in paragraph 3 of our report of even date)

(i) (a) The company has maintained proper recordsshowing full particulars including quantitativedetails and situation of fixed assets.

(b) Majority of the assets has been physically verified bythe management during the year and there is aregular programme of verification which, in ouropinion, is reasonable having regard to the size ofthe Company and the nature of its assets. Nomaterial discrepancies were noticed on suchverification.

(c) During the year, the company has not disposed offany major part of the Fixed Assets.

(ii) (a) The inventory has been physically verified duringthe year by the management except for inventorieslying with third parties & branches whereconfirmations have been received. In our opinion,the frequency of verification is reasonable.

(b) The procedures of physical verification ofinventories followed by the management arereasonable and adequate in relation to the size ofthe company and the nature of its business.

(c) On the basis of our examination of the records ofthe company, we are of the opinion that theCompany is maintaining proper records of stockexcept stores & consumables.

(iii) (a) There are no companies, firms and parties coveredin the register maintained under Section 301 of theCompanies Act, 1956 to whom the Company hasgranted unsecured loans. Hence the provision ofthis clause (a), (b), (c), and (d) is not applicable.

(b) The Company had taken unsecured loans fromthree parties covered in the register maintainedunder Section 301 of the Companies Act, 1956. Themaximum amount involved during the year as ` 19,09,259/- and the year end balance of loanstaken from such parties was ` NIL.

(c) In our opinion, the rate of interest and other termsand conditions on which loans have been takenfrom parties listed in the register maintained undersection 301 of he companies Act, 1956 are not,prima facie, prejudicial to the interest of thecompany.

(d) We have been informed that the said loans arerepayable on demand. The company is regular inpaying the interest.

(iv) In our opinion and according to the information andexplanations given to us, there are adequate internalcontrol procedures commensurate with the size of thecompany and the nature of its business with regard topurchase of inventory, fixed assets and with regard tothe sale of goods. During the course of our audit, nomajor weaknesses have been noticed in the internalcontrols.

(v) (a) Based on the audit procedures applied by us andaccording to the information and explanationsprovided by the management, we are of the opinionthat the transactions that need to be entered intothe register maintained under Section 301 havebeen so entered.

(b) In our opinion and according to the information andexplanations given to us, the transactions made inpursuance of such contract or arrangement havebeen made at prices which are reasonable havingregard to prevailing market prices at the relevanttime.

(vi) In our opinion and according to the information andexplanations given to us, the company has compliedwith the provisions of Sections 58A and 58AA and otherrelevant provisions of the Companies Act, 1956 and theCompanies (Acceptance of Deposits) Rules, 1975 withregard to the deposits accepted from the public. Noorder has been passed by the Company Law Board orNational Company Law Tribunal or Reserve Bank ofIndia or any Court or any other Tribunal.

(vii) The Company has appointed a firm of CharteredAccountants as its Internal Auditor for the year underreview. The Internal Audit for the year is thereforecarried out by the said firm. In our opinion, thecompany has an internal audit system commensuratewith the size and nature of its business.

(viii) We have broadly reviewed the cost records maintainedby the Company pursuant to the companies (CostAccounting records) Rules,2011 prescribed by theCentral Government under Section 209(1)(d) of theCompanies Act,1956 and are of the opinion that primafacie the prescribed cost records have beenmaintained. We have, however, not made a detailedexamination of the cost records with a view todetermine whether they are accurate or complete.

(ix) (a) According to the records of the company, thecompany is generally regular in depositing withappropriate authorities undisputed statutory dues

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Annual report 2011-12 47

including Provident Fund, Employees State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service tax, Custom Duty,Excise Duty, Cess and other Statutory Duties applicable to it. There were no undisputed statutory dues as at the yearend, outstanding for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no disputed dues of wealth tax, service tax,customs duty and excise duty which have not been deposited. Details of disputed dues of sales tax and income taxwhich have not been deposited by the company are as follows.

(x) The company does not have any accumulated losses.The company has not incurred cash losses during thefinancial year covered by our audit and the immediatelypreceding financial year.

(xi) Based on our audit procedures and on the informationand explanations given by the management, we are ofthe opinion that the company has not defaulted inrepayment of dues to the banks.

(xii) The company has not granted any loans againstsecurity by way of pledge of shares, debentures andother securities.

(xiii) The company is not a chit fund or a nidhi mutual benefitfund/society. Therefore, the provisions of this clause ofthe Companies (Auditor’s Report) Order, 2003 are notapplicable to the company.

(xiv) The company is not dealing in or trading in shares,securities, debentures and other investments.Accordingly, the provisions of this clause of theCompanies (Auditor’s Report) Order, 2003 are notapplicable to the Company.

(xv) According to the information & explanation given to us,the company has not given any guarantees for loanstaken by others from bank or financial institutionshence the provision of this clause are not applicable tothe Company.

(xvi) To the best of our knowledge and belief and accordingto the information and explanation given to us, in ouropinion, term loans availed by the Company were,prima facie, applied by the Company during the year forthe purpose for which the loans were obtained.

(xvii) Based on the information and explanations given to usand on an overall examination of the balance sheet ofthe company, we report that no significant funds raisedon short-term basis have been used for long-terminvestment by the company.

(xviii) According to the information and explanations given tous, the company has not made preferential allotment ofshares to parties covered in the register maintainedunder section 301 of the Companies Act, 1956 hence wedo not have any comments under this Para.

(xix) During the period covered by our audit report, thecompany has not issued any secured debentures.Accordingly, the provision of clause (xix) of theCompanies (Auditors Report) Order, 2003 are notapplicable to the Company.

(xx) The company has not raised money by public issueduring the year hence any specific comments up on thedisclosure of end use is not applicable to the company.

(xxi) To the best of our Knowledge and belief, and accordingto the information and explanation given to us, nofrauds on or by the company was noticed or reportedduring the year.

For, A.L.Thakkar & Co.Chartered Accountants

(FRN: 120116W)

(Sanjiv Shah) Place : Ahmedabad Partner

Date : August 13, 2012 Mem.No. 42264

Name of the Statute Nature of Dues Amount Period to which the Forum where dispute (`) amount relates is pending

Sales Tax Laws Sales Tax 45,07,857/- 2003-04 Joint.comm.Tax comi. AppealsSales Tax Laws Sales Tax 19,62,743/- 2004-05 Joi.nt.comm.Tax comi. AppealsGujarat Vale Added Tax Act VAT/CST 2,68,730/- 2006-07 Joi.nt.comm.Tax comi. Appeals

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48 Asian Granito India Limited

Balance Sheet as at March 31, 2012

The accompanying Notes are an integral part of the Financial StatementsIn terms of our report of even date attached

A. L. THAKKAR & CO. For and on behalf of Chartered Accountants ASIAN GRANITO INDIA LIMITEDFRN : 120116W

[Sanjiv Shah] Renuka Upadhyay [Kamleshbhai B. Patel] [Mukeshbhai J.Patel]

Partner Company Secretary Chairman & Managing Director Membership No. 42264 Managing Director

Place : Ahmedabad Place : AhmedabadDate : August 13, 2012 Date : August 13, 2012

As at As atParticulars Notes March 31, 2012 March 31, 2011

EQUITY AND LIABILITIES1 Shareholders’ funds

(a) Share Capital 2 2,106.13 2,106.13 (b) Reserve & Surplus 3 21,852.31 20,291.70

23,958.44 22,397.83 2 Non-Current Liabilities

(a) Long-Term Borrowings 4 4,119.34 4,884.02 (b) Deferred Tax Liabilities (Net) 5 1,589.31 1,578.28 (c) Other Long Term Liabilities 6 565.12 449.57

6,273.77 6,911.87 3 Current Liabilities

(a) Short-Term Borrowings 7 13,807.93 8,273.95 (b) Trade Payables 8 6,460.68 4,486.08 (c) Other Current Liabilities 9 2,771.78 2,151.55 (d) Short-Term Provisions 10 566.25 512.54

23,606.64 15,424.12 Total Equity & Liabilities 53,838.85 44,733.82

ASSETS1 Non-Current Assets

(a) Fixed Assets(i) Tangible Assets 11 18,488.40 18,834.34 (ii) Intangible Assets 11 5.50 11.00 (iii) Capital work-in-progress 11 6.81 89.91

(b) Non Current Investments 12 300.00 –(c) Long term loans and advances 13 702.84 487.13 (d) Other non-current assets 14 16.67 –

19,520.22 19,422.38 2 Current Assets

(a) Inventories 15 15,951.80 12,376.36 (b) Trade receivables 16 12,956.39 8,563.80 (c) Cash and cash equivalents 17 2,537.14 1,712.09 (d) Short-term loans and advances 18 2,834.15 2,366.28 (e) Other current assets 19 39.15 292.91

34,318.63 25,311.44 Total Assets 53,838.85 44,733.82 Significant Accounting Policies 1

(` in Lacs)

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Annual report 2011-12 49

Statement of Profit and Loss for the year ended March 31, 2012

The accompanying Notes are an integral part of the Financial StatementsIn terms of our report of even date attached

A. L. THAKKAR & CO. For and on behalf of Chartered Accountants ASIAN GRANITO INDIA LIMITEDFRN : 120116W

[Sanjiv Shah] Renuka Upadhyay [Kamleshbhai B. Patel] [Mukeshbhai J.Patel]

Partner Company Secretary Chairman & Managing Director Membership No. 42264 Managing Director

Place : Ahmedabad Place : AhmedabadDate : August 13, 2012 Date : August 13, 2012

As at As atParticulars Notes March 31, 2012 March 31, 2011

1 REVENUE

Revenue from operations (net) 20 62,379.50 48,037.00

Other Income 21 252.26 197.06

Total Revenue 62,631.76 48,234.06

2 EXPENSES

Cost of materials consumed 22 18,342.53 16,329.85

Purchase of Stock-in-Trade 16,366.71 7,833.80

Change in inventories of finished goods, work-in-progress

and stock-in-Trade 23 (2,488.54) (1,566.54)

Employee Benefit Expense 24 3,068.88 2,502.59

Finance Costs 25 2,034.97 1,335.87

Depreciation and Amortization Expense 26 2,188.86 2,029.26

Other Expenses 27 20,416.93 17,128.48

Total Expenses 59,930.34 45,593.31

3 Profit before exceptional and extraordinary items and tax 2,701.42 2,640.75

4 Exceptional / Extraordinary items – –

5 Profit before tax 2,701.42 2,640.75

6 Tax expense :

(1) Current tax 885.00 494.92

(2) Deferred tax 11.03 136.39

Profit for the period 1,805.39 2,009.44

Basic and Diluted Earning per equity share (in `)

of face value of ` 10 each 8.57 9.54

Significant Accounting Policies 1

(` in Lacs)

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50 Asian Granito India Limited

The accompanying Notes are an integral part of the Financial StatementsIn terms of our report of even date attached

A. L. THAKKAR & CO. For and on behalf of Chartered Accountants ASIAN GRANITO INDIA LIMITEDFRN : 120116W

[Sanjiv Shah] Renuka Upadhyay [Kamleshbhai B. Patel] [Mukeshbhai J.Patel]

Partner Company Secretary Chairman & Managing Director Membership No. 42264 Managing Director

Place : Ahmedabad Place : AhmedabadDate : August 13, 2012 Date : August 13, 2012

Cash Flow Statement for the year ended March 31, 2012

Particulars 2011-12 2010-11A CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before tax and Extra-ordinary items 2,701.42 2,640.75 Adjustment for :Depreciation 2,059.30 1,898.19 Deferred Revenue Expenditure written off 16.67 136.80 Preliminary Expenses Amortised 129.56 131.07 Loss on sale of Fixed Assets – 3.21 Interest and Finance Charges 2,034.97 1,335.86 Interest and Other Income (252.26) (42.59)Profit on sale of Investments – (0.26)Dividend on Mutual Fund – (2.02)Operating Profit before working Capital changes 6,689.66 6,101.01 Adjustment forTrade and other Receivables (4,155.48) (1,919.78)Loans and advances (467.87) 320.47 Inventories (3,575.45) (1,288.60)Trade Payables 2,518.14 (178.59)Cash generated from operation Before Income Tax Paid 1,009.00 3,034.51 Direct Taxes Paid (774.58) (547.51)NET CASH FROM OPERATING ACTIVITIES [ A ] 234.42 2,487.00

B. CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (1,714.66) (2,205.15)Increase/Decrease in Investments (300.00) 5.00 Interest and Other Income 252.26 42.59 Movements in Loans & Advancec (215.70) –Sale of Fixed Assets – 1.72 Miscellaneous Expenditure (50.00) (33.52)Dividend Received – 2.02 NET CASH FLOW FROM INVESTMENT ACTIVITIES [ B ] (2,028.10) (2,187.34)

C. CASH FLOW FROM FINANCING ACTIVITIES :Proceeds from Long Term Borrowings (634.68) 824.87 Proceeds from Short Term borrowings 5,533.98 (3.02)Interest and Finance Charges (2,034.97) (1,335.86)Final Dividend Paid (Including Dividend Tax) (245.59) (246.40)NET CASH FROM FINANCING ACTIVITIES [ C ] 2,618.74 (760.41)NET INCREASE IN CASH AND CASH EQUIVALENTS [ A+B+C ] 825.06 (460.75)Cash and Cash Equivalents as at 1st April 1,712.08 2,172.83 Cash and Cash Equivalents as at 31st March 2,537.14 1,712.08

(` in Lacs)

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Annual report 2011-12 51

Note: 1. SIGNIFICANT ACCOUNTING POLICIESThe Significant accounting policies to the extent applicable the company are as under:(i) System of Accounting :-

The Financial statements are prepared on historical cost basis and on the accounting principles of going concern in accordancewith generally accepted accounting principles comprising of the mandatory accounting standards referred to in sub section (3c)of section 211 of the companies Act., 1956 and guidance notes, etc. issued by The Institute of chartered Accountants of India andthe other provisions of The Companies Act, 1956.

(ii) Revenue Recognition :-All known income and expenditure quantifiable till the date of finalization of accounts are accounted on accrual basis when virtualcertainty is established.

Sales of products is recognized when property in the goods with all risk rewards and effective control of goods usually associatedwith ownership are transferred to buyer at price includes insurance, freight etc. but excludes excise, vat and sales return if anyand adjusted for discounts.

The presentation of financial statements require estimates and assumptions to be made that effect the reported amount of assetsand liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reportingperiod. Difference between the actual result and estimates are recognized in the period in which the results are known /materialized.

(iii) Fixed Asset :-Cost of Fixed assets comprises of its purchase price including import duties and other non refundable taxes or levies, expenditureincurred in the course of construction or acquisition and any directly attributable costs of bringing the asset to its workingcondition for the purpose of use for the business.

Net charges on foreign exchange contracts and adjustments arising from exchange rate variations attributable to the fixed assetsare capitalized.

Cenvat Credit available on Capital goods has been reduced from cost of purchases of fixed assets and depreciation thereon hasbeen calculated on the balance amount net off cenvat credit available.

Capital Work in progress comprises of cost of capital expenditure incurred for the proposed machinery which is yet to put to use.

(iv) Depreciation :Depreciation has been provided on straight line method in accordance with the provision of section 205(2) (b) of Companies Act,1956 at the rates prescribed in Schedule XIV of the companies Act, 1956 on pro-rata basis with reference to the date of acquisition/installation.

(v) Investments:Investments are shown at their cost plus incidental expenses if any. Investments are classified as long term & Currentinvestments. Provision for diminution in the value of long-term investment is made only if such decline is other than temporary.

(vi) Valuation of Inventories:- Raw Materials – At cost or net realizable value whichever is less.

- Finished Goods - At cost or net realizable value whichever is less.

- Stores & Spares – At cost or net realizable value whichever is less.

- Fuel and Packing materials- At cost or net realizable value whichever is less.

- Work-in-progress – At Cost of production.

- Stock in trade - At lower of cost or estimated realizable value.

The cost of inventory is determined on FIFO cost formula method on relevant categories of inventories after providing for obsolete,slow moving and defective inventories where ever necessary.

Cenvat Credit / Vat credit: Cenvat Credit / vat credit available on stores and spares and Raw Materials reduced from cost of purchases and balance has beenshown in ‘Loans & Advances” under Current Assets in the Balance Sheet.

The excise duty payable on the finished goods is accounted on the clearance of goods from factory premises.

NOTES

Notes on Financial Statements for the year ended March 31, 2012

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52 Asian Granito India Limited

(vii) Provisions and Contingent liabilities:Contingent liabilities are disclosed after careful evaluation of facts and legal aspects of the matter involved.

Provisions and contingent liability are reviewed at each balance sheet date and events occurring after balance sheet date whichare adjusted to reflect the current best estimates.

(viii) Retirement and other Employee Benefits:Provident fund:Retirement benefits in the form of Provident Fund are charged to the Profit and Loss Account of the year when the contributionsto the respective funds are due.

Leave Benefits:.There is no Unutilized Leave to be encashed hence provision for Leave encashment liability does not arise as on 31st March 2012.

Gratuity:-During the year the Company has a scheme of Retirement Benefit namely ’Group Gratuity Fund’ recognized by the Income Taxauthorities. This fund is administered through Trustees and the Company’s contribution thereto is charged to revenue.

Contributions to Provident fund are made on accrual basis.

(ix) Impairment of Fixed Assets:Factors giving rise to any indication of impairment of the carrying amounts of the Company’s Assets are appraised at eachBalance Sheet date to determine and provide/reverse an impairment loss. There is no impairment in the carrying amounts ofCompany’s Assets.

(x) Foreign currency transaction:Transactions in foreign Currency are recorded in rupees by applying the exchange rate at the date of the transaction and adjustedappropriately to capital or revenue, with the difference in the rate of exchange arising on actual receipt/payment during the year.Gains or Losses on settlement of the transactions are recognized under the head currency rate difference in the Profit and lossaccount except in case of long term liabilities, where they relate to acquisition of fixed assets, in which case they are adjusted tothe carrying cost of such assets.

Current Assets and Liabilities (monetary items) are translated at the exchange rate prevailing on the last day of the year.

The Company enters into derivative contracts strictly for hedging purposes and not for trading or speculation. Derivativetransactions are being considered as off balance sheet date transactions and accordingly the gains/losses arising there from arerecognized under respective heads of accounts as and when the settlement takes place with the terms of the respectivecontracts.

(xi) Provision for current and Deferred Tax:The tax expense comprises of current tax & deferred tax charged or credited to the profit and loss account for the year. Currenttax is calculated in accordance with the tax laws applicable to the current financial year. The deferred tax charge or credit isrecognized using the tax rates applicable as on the date of balance sheet. Deferred tax assets are recognized only if there isvirtual certainty of realization of such assets. At balance sheet date, recognized and unrecognized deferred tax assets arereviewed.

(xii) Borrowing Cost:Borrowing cost directly attributable and/or funds borrowed generally and used for the purpose of acquisition/construction of anasset that necessarily takes a substantial period of time to get ready for its intended use are capitalized, at its capitalization rateto expenditure on that assets, for the period, until all activities necessary to prepare qualifying assets for its intended use arecomplete.

(xiii) Deferred Revenue Expenditure:Deferred Revenue Expenses includes Expenditure towards Exhibition of new products and mega event show charges areamortized over a period of three years.

(xiv) Branch Accounting:Stock transfer at various branches, are done at a rate inclusive of excise, education cess and freight charges. When the salesfrom branches effected, above transfer value is nullified. Sales values of branches are accounted inclusive of Vat / CST chargedby respective branches.

NOTES

Notes on Financial Statements for the year ended March 31, 2012

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Annual report 2011-12 53

Notes on Financial Statements for the year ended March 31, 2012

Further system of accounting of all branch expenses and C & f expenses are centralized and booked on the basis of vouchers andsupporting sent by C & F and branches.

(xv) Initial Public Offer Expenses (Net) :Initial Public Offer Expenses are written off over a period of 5 years in accordance with the provision of section 35D of Income TaxAct,1961 and shown as Misc. expenses written off. The un- amortized expenses are shown under Misc Expenses (to the extentnot w/off or adjusted).

(xvi) Leases:Where the Company is the lesseeLeases, wherein the lesser effectively retains substantially all the risks and benefits of ownership of the leases item, are classifiedas operating leases. Operating lease payments are recognized as an expense in the Profit and Loss Account on a straight-linebasis over the lease term as per Lease Agreement.

(xvii) Central Excise Duty:Excise duty is accounted on the basis of payments made in respect of goods cleared.

(2.1) 1,40,61,291 Shares out of the issued, subscribed and paid up share capital were allotted as Bonus Shares in the last five years bycapitalisation of Reserves.

(2.2) The Company has not issued any shares during the year.

(2.3) The details of shareholders holding more than 5% shares :

(2.4) The reconciliation of the number of shares outstanding is set out below :

NOTES

As at As atParticulars March 31, 2012 March 31, 2011

EQUITY SHARE CAPITALAuthorised3,12,50,000 (P.Y. 3,12,50,000) Eq. Shares of ` 10/- each 3,125.00 3,125.00 Issued,Subscribed and Paid up.:2,10,61,291 Equite Shares of ` 10/- each fully paid up 2,106.13 2,106.13 (Out of Which 1,40,61,291 equity shares have been issued otherwise than in cash)Total of Share Capital 2,106.13 2,106.13

Note: 2. SHARE CAPITALThe previous year figures have been regrouped / reclassified wherever necessary to confirm to the current presentation

As at March 31, 2012 As at March 31, 2011

Name of the shareholder No. of shares % held No. of shares % heldMukeshbhai Jivabhai Patel 1899010 9.02% 1899010 9.02%Kamlesh Bhagubhai Patel 1888768 8.97% 1888768 8.97%

As at As atMarch 31, 2012 March 31, 2011

Particulars No. of Shares No. of Shares

Equity Shares at the beginning of the year 21,061,291 21,061,291Add : Shares issued during the year – –Less : Shares bought back during the year – –Equity Shares at the end of the year 21,061,291 21,061,291

(` in Lacs)

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54 Asian Granito India Limited

(4.1) ` 240.24 Crore are secured by way of First Mortgage / Charge on the immovable properties of the company situated at Block No.:160,147A paiki, 162 at Village Dalpur, Taluka-Prantij, Dist: Sabarkantha, Gujarat together with Building and other structure,erection and godowns,fixtures and fittings standing theron and by way of hypothecation on entire current assets and movableassets of the company.

(4.2) ` 11.75 Crore are secured by way of first pari passu mortgage / charge our land and buildings, plants and machineries, fixd assetsof the company situated at Block No: 160,147A paiki, 162 at Village Dalpur, Taluka-Prantij, Dist: Sabarkantha, Gujarat andexclusive First charge over entire Current Assets of the company.

(4.3) ` 3.50 Crore are secured by way of First Charge on the current Assets and Fixed Assets of the Agro tech Division of the companysituated at Block No: 533, at village dalpur, Taluka Prantij, Dist: Sabarkantha by way of Hypho.

(4.4) ` 3.33 Crore are secured by way of equitable mortgage on freehold Non Agriculture Land bearing survey No.16/paiki 23472sq.mtrs. At Jawanpura, Tal Idar including Plant & Machinery situated thereon.

NOTES

Note: 3. RESERVES AND SURPLUSAs at As at

Particulars March 31, 2012 March 31, 2011a) Securities Premium Reserve 6,704.50 6,704.50

As per Last Balance Sheetb) General Reserve 890.00 890.00

As per Last Balance Sheetc) Profit and Loss Account

As per last balance sheet 12,697.20 10,933.35 Add : Transfer from Profit & Loss Account 1,805.39 2,009.44

14,502.59 12,942.79 Less : AppropriationsProposed Dividend on Equity Shares 210.61 210.61 [Dividend Per Share ` 1 (Previous year ` 1/-)]Tax on Dividend 34.17 34.98

14,257.81 12,697.20 Total of Reserves & Surplus 21,852.31 20,291.70

(` in Lacs)

Note: 4. LONG TERM BORROWINGSAs at As at

Particulars March 31, 2012 March 31, 2011SECURED LOANSBorrowings from Banks :Term Loan - Rupee 2,555.74 551.57 Term Loan - Foreign Currency 198.23 2,220.19 Term Loan - Buyers Credit 1,365.37 2,112.26 Total of Long Term Borrowing 4,119.34 4,884.02

(` in Lacs)

Notes on Financial Statements for the year ended March 31, 2012

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Annual report 2011-12 55

NOTES

Notes on Financial Statements for the year ended March 31, 2012

Note: 5. DEFERRED TAX LIABILITY (NET)As at As at

Particulars March 31, 2012 March 31, 2011DEFFERED TAX LIABILITIES :Related toDepreciation 1,373.82 1,329.46 Disallowance under the Income Tax Act,1961 215.44 248.77

1,589.26 1,578.23 DEFFERED TAX ASSETS :Related toDisallowance under the Income Tax Act,1961 (0.05) (0.05)

(0.05) (0.05)Total of Deferred Tax Liability (Net) 1,589.31 1,578.28

(` in Lacs)

Note: 7. SHORT TERM BORROWINGSAs at As at

Particulars March 31, 2012 March 31, 2011SECURED LOANSCash Credit LoanFrom BankRupees Loan 10,144.28 7,298.84 Foreign Currency Loan - FCNR – 975.11 Foreign Currency Loan - Buyers Credit 2,138.02 – Total Of Secured 12,282.30 8,273.95 UNSECURED LOANSTerm LoanForeign Currency Loan - FCNR 1,299.67 – Foreign Currency Loan - Buyers Credit 176.62 – Bill Discounting 49.34 – Total Of Unsecured 1,525.63 –Total of Short Term Borrowing 13,807.93 8,273.95

(` in Lacs)

Note: 6. OTHER LONG TERM LIABILITIESAs at As at

Particulars March 31, 2012 March 31, 2011Trade Security Deposits 540.05 432.41 Others 25.07 17.16 Total of Other Long Term Liabilities 565.12 449.57

(` in Lacs)

(5.1) The Net Increase during the year in the deferred tax liability ` 11.03 Lacs (P.Y. ` 136.39 lacs) has been debited to the statementof Profit & Loss Account.

(7.1) Working Capital loans are secured by hypothecation of present and future stock of raw materials, stock-in process, finishedgoods, stores & spares book debts, receivables,etc.

(7.2) Other Loans & Advances from Banks include WCDL and Foreign Currency Loan guaranteed by Directors of the Company.

(7.3) There has been no defaults in repayment of any of the loans or interest thereon as at the end of the year.

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56 Asian Granito India Limited

NOTES

Notes on Financial Statements for the year ended March 31, 2012

Note: 10. SHORT TERM PROVISIONSAs at As at

Particulars March 31, 2012 March 31, 2011Provisions for Employee Benefit ( Gratuity) Refer Note No : viii 321.47 266.95 Proposed Dividend 210.61 210.61 Tax on Dividend 34.17 34.98Total of Short Term Provisions 566.25 512.54

(` in Lacs)

Note: 8. TRADE PAYABLESAs at As at

Particulars March 31, 2012 March 31, 2011Micro, Small and Medium Enterprises 211.89 85.21 Others 6,248.79 4,400.87 Total of Trade Payables 6,460.68 4,486.08

(` in Lacs)

Note: 9. OTHER CURRENT LIABILITIES

Note: 11. FIXED ASSETS

As at As atParticulars March 31, 2012 March 31, 2011Current maturities of long term debt 1,504.85 1,374.85 Interest accrued but not due on borrowings 28.08 20.96 Unpaid Dividends ** 0.63 0.38 Statutory Dues Payable 180.40 181.01 Provision for Expenses 78.56 259.82 Advance from Customer 576.10 197.90 Capital Creditors 386.42 114.92 Other Payables 16.74 1.71 Total of Other Current Liabilities 2,771.78 2,151.55

(` in Lacs)

** Unpaid dividends do not include any amounts, due and outstanding, to be credited to investor Education and protection fund.

(11.1) Additions in Plant and Machinery, tangible Assets includes 2.45 crore (net loss) [Previous Year Nill] on account of exchangedifference during the year.

Description GROSS BLOCK DEPRECIATION/AMORTIZATION NET BLOCKAs at Additions Deduction/ As at As at For the Deduction/ Upto As at As at

01.4.2011 Adjustment 31.3.2012 01.04.2011 year Adjustment 31.3.2012 31.3.2012 31.3.2011

TANGIBLE ASSETS :Land & Land Development 399.91 68.73 – 468.64 – – – – 468.64 399.91Power Plant-Windmill Land 10.00 – – 10.00 – – – – 10.00 10.00Building - Factory 6455.98 54.88 – 6510.86 645.63 216.63 – 862.26 5648.60 5810.35Office & Other Building 837.87 – – 837.87 41.45 13.66 – 55.11 782.76 796.42Plant & Machinery & Elec. 16067.17 1515.87 – 17583.04 5513.46 1663.45 – 7176.91 10406.13 10553.71Power Plant - Wind Mill 601.85 – – 601.85 176.66 62.23 – 238.89 362.96 425.19Furniture & Fixture 428.78 11.34 – 440.12 84.85 27.55 – 112.40 327.72 343.93Vehicle 350.34 26.03 – 376.37 88.30 34.73 – 123.03 253.34 262.04Office Equipment 173.35 15.29 – 188.64 34.20 8.48 – 42.68 145.96 139.15Computers 179.97 15.71 – 195.68 86.33 27.06 – 113.39 82.29 93.64Total (A) 25505.22 1707.85 – 27213.07 6670.88 2053.79 – 8724.67 18488.40 18834.34INTANGIBLE ASSETS : Trade Mark 55.00 – – 55.00 44.00 5.50 – 49.50 5.50 11.00Software – – – – – – – – – –Total ( B ) 55.00 – – 55.00 44.00 5.50 – 49.50 5.50 11.00Total ( A + B ) 25560.22 1707.85 – 27268.07 6714.88 2059.29 – 8774.17 18493.90 18845.34Previous Year 23451.84 2115.24 6.86 25560.22 4818.63 1898.19 1.94 6714.88 18845.34 18633.21Capital Work-in-progress 89.91 6.81 89.91 6.81 – – – – 6.81 89.91Intangible Assets under Development – – – – – – – – – –

(` in Lacs)

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NOTES

Notes on Financial Statements for the year ended March 31, 2012

Note: 12. NON-CURRENT INVESTMENTAs at As at

Particulars March 31, 2012 March 31, 2011Long Term Investments (At Cost)(Other than Trade)Investment in fully paid-up Equity Shares(Un Quoted)Astron Paper & Board Mill Limited10,00,000 Shares of ` 10/- each fully paid-up with premium of ` 20/- each 300.00 – Total of Non Current Investment 300.00 –

(` in Lacs)

Note: 15. INVENTORIESAs at As at

Particulars March 31, 2012 March 31, 2011MaterialRaw Material 2,475.42 2,126.51 Packing Material 220.14 237.18 Semi Finished(a) Inventories 502.57 16.83 (b) Goods-in-Transit 20.36 – Work-in-progress 1,375.68 768.60 Finished Goods(a) Inventories 8,071.67 7,558.59 (b) Goods-in-Transit 34.99 70.48 Stock-in-Trade(a) Inventories 1,613.41 212.67 (b) Goods-in-Transit 3.12 – Stock of Stores & Spares 1,512.61 1,329.00 Others(a) Stock of Fuel 121.83 56.50 Total of Inventories 15,951.80 12,376.36

(` in Lacs)

Note: 13. LONG TERM LOANS & ADVANCESAs at As at

Particulars March 31, 2012 March 31, 2011(Unsecured Considered good)Advance Income Tax (Net of Provision) 67.36 156.32 Others 635.48 330.81 Total of Long Term Loans & Advances 702.84 487.13

(` in Lacs)

Note: 14. OTHER NON CURRENT ASSETSAs at As at

Particulars March 31, 2012 March 31, 2011Deferred Expense 16.67 – Total of Other Non Current Assets 16.67 –

(` in Lacs)

Inventory items have been valued considering the Significant Accounting Policy No. VI disclosed in Note no. 1 to these financialstatements.

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58 Asian Granito India Limited

NOTES

Notes on Financial Statements for the year ended March 31, 2012

Note: 16. TRADE RECEIVABLESAs at As at

Particulars March 31, 2012 March 31, 2011(Unsecured and Considered Good)Over six months 1,243.48 1,236.14 Others 11,712.91 7,327.66 Total of Trade Receivables 12,956.39 8,563.80

(` in Lacs)

Note: 19. OTHER CURRENT ASSETSAs at As at

Particulars March 31, 2012 March 31, 2011Miscellaneous Expenditure 39.15 292.91 Total of Other Current Assets 39.15 292.91

(` in Lacs)

Note: 17. CASH AND CASH EQUIVALENTSAs at As at

Particulars March 31, 2012 March 31, 2011Balance with Banks ** 1,357.81 1,162.96 Cash on hand 58.39 51.51 Fixed deposits with banks(a) Less Than 12 Months Maturity 1,064.68 484.45 (b) More Than 12 Months Maturity 56.26 13.17 Total of Cash & Cash Equivalents 2,537.14 1,712.09

(` in Lacs)

** Balance with Banks includes Unpaid Dividend of Rs. 63,109 ( Previous Year Rs. 38,167)

Note: 18. SHORT TERM LOANS & ADVANCESAs at As at

Particulars March 31, 2012 March 31, 2011Unsecured Considered GoodsBalance with Customs, Central Excise Authorities 331.15 304.70 Deposit with Others 159.21 120.10 Prepaid Expense 60.92 219.81 Advance to Others ** 2,282.87 1,721.67 Total of Short Term Loans & Advances 2,834.15 2,366.28

(` in Lacs)

** Advance to others includes advance to creditors

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NOTES

Notes on Financial Statements for the year ended March 31, 2012

Note: 20. REVENUE FROM OPERATIONS (NET)As at As at

Particulars March 31, 2012 March 31, 2011Sale of Products (Gross) 70,399.57 54,197.85 Less: Excise Duty/ VAT & CST Recovered 8,142.14 6,264.67

62,257.43 47,933.18 Other Operating revenues 122.07 103.82 Total Of Revenue From Operations (Net) 62,379.50 48,037.00 PARTICULARS OF SALE OF PRODUCTSTiles Products 54,467.85 42,075.12 Marble & Quartz 6,886.76 5,434.73 Agro Products 258.71 312.64 Chemical Products 525.12 62.79 Others 118.99 47.90

62,257.43 47,933.18 OTHER OPERATING REVENUESWind Mill Power Generation Income 83.26 54.86 Job Work Income 38.81 48.96

122.07 103.82

(` in Lacs)

Note: 21. OTHER INCOMEAs at As at

Particulars March 31, 2012 March 31, 2011Interest Income From Others 115.26 42.16 Dividend Income – 2.02 Net Gain/Loss on sales of investmentsFrom Current Investments – 0.26 Other non-operating income 137.00 152.61 Total of Other Income 252.26 197.06

(` in Lacs)

Note: 22. COST OF MATERIALS CONSUMEDAs at As at

Particulars March 31, 2012 March 31, 2011Raw Material ConsumedBody Material 11,855.70 10,018.51 Glaze, Frits and Chemicals & Others 3,631.73 3,211.28 Packing Materials 2,608.23 3,100.06

18,095.66 16,329.85 Semi Finished Material ConsumedMarble 220.51 – Tiles 26.36 –

246.87 – Total Of Cost Of Material Consumed 18,342.53 16,329.85

(` in Lacs)

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60 Asian Granito India Limited

NOTES

Notes on Financial Statements for the year ended March 31, 2012

Note: 23. CHANGE IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROCESS AND STOCK-IN-TRADEAs at As at

Particulars March 31, 2012 March 31, 2011FINISHED GOODS(a) Closing Stock on hand 8,106.65 7,629.06 (b) Opening Stock 7,629.06 5,441.80

477.59 2,187.27 WORK IN PROCESS(a) Closing Stock on hand 1,375.68 768.60 (b) Opening Stock 768.60 1,326.45

607.08 (557.85)STOCK-IN-TRADE(a) Closing Stock on hand 1,616.53 212.67 (b) Opening Stock 212.67 275.53

1,403.87 (62.87)Total Of Change In Inventories Of Finished Goods, Work-In-Process And Stock-In-Trade 2,488.54 1,566.54

(` in Lacs)

Note: 25. FINANCE COSTSAs at As at

Particulars March 31, 2012 March 31, 2011Interest Expenses 1,605.05 1,147.69 Other borrowing costs- Processing Fees 26.14 15.26 - Other Ancillary Cost 139.21 172.92 Applicable loss on foreign currency transactions and translation 264.57 – Total Of Finance Costs 2,034.97 1,335.87

(` in Lacs)

Note: 24. EMPLOYEE BENEFIT EXPENSEAs at As at

Particulars March 31, 2012 March 31, 2011Salaries and Wages 2,792.24 2,294.75 Contribution to Provident and Other Funds 187.60 136.87 Staff Welfare Expenses 89.04 70.97 Total Of Employee Benefit Expense 3,068.88 2,502.59

(` in Lacs)

Note: 26. DEPRECIATION AND AMORTIZATION EXPENSEAs at As at

Particulars March 31, 2012 March 31, 2011Depreciation Expense 2,059.30 1,898.19 Amortization Expense 129.56 131.07 Total Of Depreciation And Amortization Expense 2,188.86 2,029.26

(` in Lacs)

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NOTES

Notes on Financial Statements for the year ended March 31, 2012

Note: 27. OTHER EXPENSESAs at As at

Particulars March 31, 2012 March 31, 2011MANUFACTURING EXPENSEStores Materials Consumed 2,370.98 1,531.58 Electric Power and Fuel Consumed 11,061.29 8,460.05 Loading Unloading & Other factory overheads 910.41 622.80 Repairs to Buildings 50.34 68.24 Repairs to Machinery 106.26 106.28

14,499.28 10,788.95 SALES & DISTRIBUTION EXPENSEAdvertisement Expense 705.66 487.64 Excise Duty 593.70 914.64 Other Selling & Distribution Expense 2,994.97 3,474.83

4,294.33 4,877.11 OFFICE & ADMINISTRATIVE EXPNESEInsurance 95.87 51.90 Rent, Rates & Taxes 323.28 293.35 Auditor's Remuneration 4.50 2.85 Director's Travelling 14.02 22.80 Travelling & Conveyance 489.38 428.84 Charity & Donations 16.93 7.28 Legal & Professional Fees 164.47 100.35 Loss on Sale of Assets – 3.21 Misc. & General Expenses 101.59 120.20 Postage & Courier & Commission 133.41 122.78 Printing & Stationery 43.47 108.06 Repairs & Maintenance - Others 108.92 122.80 Vehicle Repairs & Maintenance 45.77 43.34 Sundry Balance Written off 43.50 34.66 Foreign Exchange Loss 38.21 –

1,623.32 1,462.42 Total of Other Expenses 20,416.93 17,128.48

(` in Lacs)

28. During the year, Expenditure incurred of ` 33,33,333/- (P.Y. ` 33,52,409/-) towards Exhibition of new products are deferred.

29. The quantity of inventories is based upon physical verification by the management and the valuation is also based on details ofcost and realizable value (wherever applicable) considering the quality & other relevant factors ascertained by management. Thequantities of inventories, sales, and purchases are taken on the basis of details worked out from the bills and the stock recordsmaintained by the company (wherever applicable).

30. In the opinion of the Board of Directors,(1) Current Assets, Loans & Advances are realizable in the ordinary course of business, at the value at which they are stated.(2) The provision for all known liabilities are adequate and not in excess of the amount reasonably necessary.

31. In sample sale only excise and EDU payable on sample sale value is charged as expenses considering no commercial value ofsamples.

32. Balance of Sundry creditors, debtors, debit/credit balance of loans and advances are subject to confirmation from the respectiveparties.

OTHER NOTES ON ACCOUNTS

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62 Asian Granito India Limited

NOTES

Notes on Financial Statements for the year ended March 31, 2012

33. Figures of the previous year have been regrouped / rearranged wherever necessary to make them comparable with the currentyear figures.

34. Dues to Small, Micro & Medium Enterprises :

The details of amounts outstanding to Micro, Small and Medium Enterprises under the Micro, Small and Medium EnterprisesDevelopment Act, 2006 are as per available information with the Company.

35. We have verified the vouchers and documentary evidences wherever made available. Where no documentary evidences wereavailable we relied on the authentication given by the management.

36. The foreign exchange earnings during the year:

Note : Figures in bracket shows previous year figures

*This Figure shows packaging box produce for captive Consumption

37. The expenditure incurred in foreign exchange:

38. Particulars of Sales & stock

OTHER NOTES ON ACCOUNTS (CONTD...)

Particulars 2011-12 2010-111.) Principal amount outstanding 211.89 85.212.) Interest due on (1) above and the unpaid interest – –3.) Interest paid on all delayed payments under MSMED Act – –4.) Payment made beyond the appointed date during the year – –5.) Interest due and payable for the period of delay other than (3) above – –6.) Interest accrued and remaining unpaid – –7.) Amount of further interest remaining due and payable in succeeding years – –

(` in Lacs)

Particulars Current Yr. Previous Yr.Foreign Travelling 15.66 20.02Exhibition 8.34 2.99Sales Commission 35.30 2.61Other 0.49 –

(` in Lacs)

Particulars Current Yr. Previous Yr.Export Sales 1533.74 1162.96

(` in Lacs)

Particulars Tiles Marble Others Total(A) Manufacturing

Opening Stock 6,812.48 816.58 – 7,629.06 (4,949.18) (501.81) – (5,450.99)

Purchase – – – – – – – –

Closing Stock 7,229.59 848.98 9.58* 8,088.15 (6,812.48) (816.58) – (7,629.06)

Sales 38,109.58 6,886.52 – 44,996.10 (32,891.50) (5,426.48) – (38,317.98)

(B) TradingOpening Stock 199.66 2.09 10.92 212.67

(266.36) – – (266.36)Purchase 15,927.64 – 439.07 16,366.71

(7,673.70) (2.11) (156.92) (7,832.73)Closing Stock 1,613.56 2.00 19.48 1,635.04

(199.66) (2.09) (10.92) (212.67)Sales 16,358.28 0.24 902.82 17,261.34

(9,183.61) (8.25) (423.34) (9,615.20)

(` in Lacs)

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NOTES

Notes on Financial Statements for the year ended March 31, 2012

39. Value of Export calculated at F.O.B. valued: ` 1417.60 Lacs /-

40. CIF Value of Import ` 5606.05 Lacs /-

OTHER NOTES ON ACCOUNTS (CONTD...)

Particulars 2011-12 2010-11Purchase Of Capital Goods 913.43 1137.09Store & Spares 847.53 781.65Raw Materials 709.33 646.16Finished Goods 3123.85 –Other Design Materials 11.91 –

5606.05 2564.90

(` in Lacs)

41. Details of Auditors Remuneration.

Particulars 2011-12 2010-11Statutory Audit 3.70 2.20Tax Audit 0.80 0.65Others – –Total 4.50 2.85

(` in Lacs)

42. Disclosure required by the AS15 (Revised): Employee Benefits

A. Components of Employer Expense 2011-12 2010-111 Current service Cost (including risk premiums for fully insured schemes) 22.83 17.73 2 Interest Cost 4.44 3.50 3 Expected Return on Assets (4.71) (4.37)4 Curtailment Cost/(Credit) – –5 Settlement Cost/(Credit) – –6 Past Service Cost – –7 Actuarial (gain)/Losses (3.84) (7.62)8 Total Employer Expense recognized in the P & L 18.72 9.24

(` in Lacs)

A. Net Asset/(Liability) Recognized in Balance Sheet 31-Mar-2012 2011-12 2010-111 Present value of Defined Benefit Obligation as at 31-Mar-2012 78.37 57.02 2 Fair Value of Plan Assets as at 31-Mar-2012 89.72 58.713 Funded status [Surplus/(Deficit)] 11.35 1.70 4 Unrecognized Past Service Costs – –5 Net Assets/(liability)recognized in Balance Sheet 11.35 1.70

(` in Lacs)

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64 Asian Granito India Limited

NOTES

Notes on Financial Statements for the year ended March 31, 2012

OTHER NOTES ON ACCOUNTS (CONTD...)

Change in Obligation & Assets over the period ending on 31-Mar-2012

Particulars 2011-12 2010-111. Present value of Defined Benefit Obligation at Beginning (Opening) 57.02 44.71 2. Employer Service Cost 22.83 17.73 3. Interest Cost 4.44 3.504. Curtailment cost/(Credit) – –5. Settlement cost/(Credit) – –6. Plan Amendments – –7. Acquisitions – –8. Actuarial (Gain)/Loss (2.83) (7.03)9. Benefits Payments (3.08) (1.89)10. Present value of defined Benefit Obligation at the end of (Closing ) 78.37 57.02 A. Change in Assets1. Fair Value of Plan assets at the Beginning of the period 58.71 55.60 2. Expected Return on Plan Assets (Para 108/109) 4.71 4.373. Actuarial Gain / (Loss) 1.01 0.59 4. Assets Distributed on Settlements – –5. Actual Company contributions less Risk Premium 28.37 0.04 6. Benefits payments (3.08) (1.89)7. Fair Value of the assets at the end of the period 89.72 58.71

(` in Lacs)

A. Net Asset/(Liability) Recognized in Balance Sheet 31-Mar-2012 2011-12 2010-111 Net assets/(Liability) Recognized in the Balance Sheet

at the beginning of the period 31-Mar-2011 1.70 10.902 Employer Expense (18.71) (9.23)3 Employer Contributions 28.37 0.04 4 Acquisitions/business combinations – –5 Net Assets/(liability) recognized in Balance Sheet 31-Mar-12 11.35 1.70

(` in Lacs)

Assumption 31-Mar-12 31-Mar-11Discount rate (P78 of AS15R) 8.00% 8.00%Expected return on assets (P107-109 AS15R) 8.00% N.A.Salary Increases (Para 83-91 and 120(I) AS15R) 4.00% 5.00%Withdrawal rates 3.00% 5.00%Mortality Indian Assured Lives

Mortality (1994-96)(Modified) Ultimate

(` in Lacs)

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Annual report 2011-12 65

As at As atParticulars March 31, 2012 March 31, 2011Depreciation 1373.82 1329.46Deferred Expenses 229.91 247.73Interest Accrued but not Due (8.67) 0.32Leave Encashment & Bonus (5.80) 0.72Others 0.05 (0.05)Total 1589.31 1578.18

(` in Lacs)

As at As atParticulars March 31, 2012 March 31, 2011Profit attributable to the Equity Shareholders (`) (A) 1805.39 2009.44Basic / Weighted average No. of Equity Shares Outstanding during the year (B) 210.61 210.61Nominal value of Equity Shares – (`) 10 10Basic / Diluted Earnings per Share (`) (A)/(B) 8.57 9.54

(` in Lacs)

Sr. Amount.No. Location (` In Lacs)1 India 60723.692 Out side India 1533.74

NOTES

Notes on Financial Statements for the year ended March 31, 2012

43. Accounting for taxes of Income: (AS-22)(a) Deferred tax liabilities comprises of timing differences on account of :

44. Earning per Share : (AS-20)i) The amount used as numerator in calculating basic and diluted earning per share is the profit after depreciation and taxes

i.e. ` 18,05,38,579.15/-

ii) The number of ordinary shares used as the denominator in calculating the basic earning per share is ` 2,10,61,291/- i.e.weighted number of equity shares as on the date of balance sheet 31st March, 2012. Diluted earning per share is arrived bytaking weighted number of equity shares outstanding as on the date of balance sheet i.e. 2,10,61,291/-

45. Borrowing Cost:Based on the guiding principle given in Accounting standard on “Borrowing Cost” (AS-16) issued by the ICAI, the Company hascapitalized ` Nil/- P.Y. (` 12, 86,921/-) during the year to the Fixed Assets.

46. Segment Reporting : (AS-17)Based on the guiding principle given in Accounting standard on “Segment Reporting” (AS-17) issued by the ICAI, the Company’sprimary business is manufacturing of Tiles, the tiles business of the company incorporate product groups i.e. Ceramic Tileswhich mainly have similar risk and returns, accordingly there are no separately segment,

The operation of the Company is in India and all Assets and Liabilities are located in India. And analysis of the sales byGeographical market is given below.

(a) The Provision for current taxes have been made in the account as per the provisions of Income Tax Act, 1961.

OTHER NOTES ON ACCOUNTS (CONTD...)

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66 Asian Granito India Limited

NOTES

Notes on Financial Statements for the year ended March 31, 2012

47. Related Party Disclosures under : (AS-18)During the year the company entered into transaction with the related parties. Those transactions along with related balances asat 31st March, 2012 and for the year then ended are presented in the following.

List of related parties with whom transaction have taken place during the year along with nature and volume of transactions.

Associates and SubsidiariesSubsidiaries : - NIL

Key Management Personne:Kamleshbhai Bhagubhai Patel Kanubhai Bhikhabhai PatelMukeshbhai Jivabhai Patel Bhaveshbhai Vinodbhai PatelSureshbhai Jivabhai Patel Bhogibhai Bhikhabhai Patel

Relatives of Key Management PersonnelHeenaben Kamleshbhai Patel Chhayaben Sureshbhai PatelHiraben Bhagubhai Patel Parulben Kanubhai PatelPunjabhai Motibhai patel Sureshbhai Bhikhabhai PatelBhanuben Mukeshbhai Patel Heenaben Sureshbhai PatelDhuliben Jivabhai Patel Bhikhabhai Kodarbhai PatelDimpleben Bhogibhai Patel Asmitaben Bhaveshbhai PatelRameshbhai Bhikhabhi Patel Vipulbhai Vinodbhai PatelGitaben Rameshbhai Patel Sejalben Vipulbhai PatelVinodbhai Lalabhai Patel Jagdish Kumar Ramanlal Patel

OTHER NOTES ON ACCOUNTS (CONTD...)

Associates and Relatives of Key Key Subsidiaries Management Management

Particulars Personnel Personnel

Purchases – – –Loans received – 18.77 4.33Sales – – –Salary – 48.00 –Director Sitting Fees – – 0.95Remuneration – – 96.60Interest Paid – – –Crane Hire Charges – 6.00 –Rent Received – 8.57 4.28Grand Total – 81.33 106.16Year End Balance – 1.82 1.07

(` in Lacs)

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Annual report 2011-12 67

NOTES

Notes on Financial Statements for the year ended March 31, 2012

48. Contingent Liabilities : (AS-29)In view of the Accounting Standard issued by ICAI “Provisions and Contingent Liabilities” (AS-29), following contingent liabilitieshave been identified which have not been provided for in the books of accounts.

The company has filed appeal with Joint Commercial Tax commissioner Appeals for sales tax of ` 45,07,857 and ` 19,62,743 ofthe year 2003-04 and 2004-05 respectively. The dispute is regarding set off against the purchase of fuel not allowed by the SalesTax Department; however Gujarat High Court has given the decision in favour of M/s Ameepigment Ltd and hence the Companyhas filed appeal on the basis of this decision.

Further the company has filed appeal with First Appellate Authority for VAT/CST of ` 55,57,590/- for the year 2006-07 relating tothe Input Vat Credit receivable and pending “C” and “F” form.

The company has also filed second appeal before Honorable Gujarat Value Added Tribunal against first appeal orders for theF.Y.2006-07 & F.Y.2007-08 passed under Gujarat Value Added Tax,2003 and the Central Sales Tax Act, 1956 for vat of ` 4,54,31,883/- & ` 5,59,12,849/- respectively and for CST of ` 59,24,51,588/- & ` 36,51,26,441/- respectively. The hearing of thesematters are goingon and presently the Honourable Gujarat Value added Tax Tribunal, Ahmedabad has directed to the Sales TaxDepartment not to take coercive measures against Appellant till 31st August, 2012

Disputed Income Tax liability of ` 2746.20 lacs for various assessment years for which department has preferred appeals athigher levels. Out of these, liabilities to the extent of ` 192.74 lacs have remained pending after CIT (Appeals) order effect. TheCompany has already paid ` 192.74 lacs towards remaining disputed liabilities and there is no disputed amount remains unpaid.

Disputed Income Tax liability of ` 133.05 lacs of A.Y.2009-10 for which the company has preferred an appeal before the CIT(Appeal) Ahmedabad. The company has already paid ` 20 lacs towards disputed liability.

49. Derivative Instruments:The category-wise outstanding position of derivatives instruments as on 31-03-12 are as under:

OTHER NOTES ON ACCOUNTS (CONTD...)

Sr. Amount.No. Particulars (` In Lacs)1 Bank Guarantee 1277.182 Custom Duty which may arise if obligation for exports is not fulfilled against import of

capital goods under EPCG. 3410.413 Claims against the Company / Disputed Liabilities not acknowledged as Debts

Sales Tax demands against which Company has preferred appeal. 10709.51Excise Duty claim by DGCEI-Ahmedabad 2043.18Income tax 2879.26Consumer Cases 9.56

4 Letters of Credit opened with Bank 1015.26

Particulars of DerivativesAs at 31-03-2012 As at 31-03-2011

Amount Foreign Currency Amount Foreign CurrencyNature (` in Lacs (in Lacs) (` in Lacs (in Lacs) Purpose

Foreign Currency Loan – – 2949.97 USD 62.60 Hedging of Loan Forward Contract

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68 Asian Granito India Limited

NOTES

Notes on Financial Statements for the year ended March 31, 2012

The details of foreign currency exposures those are not hedged by a derivate instrument i.e forward contract are as under:

OTHER NOTES ON ACCOUNTS (CONTD...)

As at 31-03-2012 31/03/2011

Amount Foreign Currency Amount Foreign CurrencyNature (` in Lacs) (in Lacs) (` in Lacs) (in Lacs)Buyer’s Credit 4469.63 EURO 15.67 2750.18 EURO 11.56

USD 66.95 USD 45.22FCNR (STL) 1299.67 USD 25.36 – –

A. L. THAKKAR & CO. For and on behalf of Chartered Accountants ASIAN GRANITO INDIA LIMITEDFRN : 120116W

[Sanjiv Shah] Renuka Upadhyay [Kamleshbhai B. Patel] [Mukeshbhai J.Patel]

Partner Company Secretary Chairman & Managing Director Membership No. 42264 Managing Director

Place : Ahmedabad Place : AhmedabadDate : August 13, 2012 Date : August 13, 2012

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Asian Granito India Ltd.Annual Report 2011-2012

ASIAN GRANITO INDIA LIMITEDRegd. Office : 202, Devarc, Opp. Iskon Temple, Sarkhej Gandhinagar Highway, Ahmedabad-380015.

ATTENDANCE SLIP

SEVENTEENTH ANNUAL GENERAL MEETING - Thursday, 20th September, 2012 at 11.00 A.M.

Folio No./DP ID : Client ID :

No. of Shares held :

I certify that I am a registered equity shareholder / Proxy for the registered equity shareholder of the Company. I hereby recomy presence at the 17th Annual General Meeting of the Company will be held at AMA Hall, AMA Complex, ATIRA, Dr. VikramSarabhai Marg, Ahmedabad – 380015.

erutangiSs’yxorP/s’rebmeMsrettelKCOLBniemans’yxorP/s’rebmeM

Note : (Please fill in this Attendance slip and hand it over at the entrance of the meeting hall.)

ASIAN GRANITO INDIA LIMITEDRegd. Office : 202, Devarc, Opp. Iskon Temple, Sarkhej Gandhinagar Highway, Ahmedabad-380015.

PROXY FORM

SEVENTEENTH ANNUAL GENERAL MEETING - Thursday, 20th September, 2012 at 11.00 A.M.

I/ We of of being

a member/members of the above named Company hereby appoint of

or failing him/her of

in my/ our absence to attend and vote for me/us and on my/our behalf at the 17thAnnual General Meeting of the Company to be held on 20th September,2012 at 11.00 A.M. and any adjournment thereof.

Signature (s)

Date :

LF No./DP ID : Client ID :

No. of Shares held :

Note: The proxy must be deposited at the Registered Office of the Company 48 hours before the meeting.

Tear Here

Affix 1Rupee

RevenueStamp