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Directors Report of Inani Marbles & Industries Ltd.
Mar 31, 2024
Your Directors have pleasure in presenting the 30th Annual Report on the affairs of the Company, along with
the Audited Financial Statement for the Financial Year ended 31st March 2024.
FINANCIAL RESULTS
The Financial Results of the Company''s performance for the year under review and those of the previous year
are as follows:-
(Ruoees in Lacs)
|
Particulars |
2023-24 |
2022-23 |
|
Revenue from operations |
5620.03 |
7183.95 |
|
Other Income |
249.80 |
196.72 |
|
Total Income |
5869.83 |
7380.67 |
|
Profit before Interest, Dep. & Taxes |
748.80 |
652.66 |
|
Less : Finance Cost |
229.58 |
227.91 |
|
Less : Depreciation |
321.26 |
337.62 |
|
Profit Before Tax |
197.96 |
87.13 |
|
Provision for Taxation |
15.85 |
11.47 |
|
Provision for Deferred Tax |
24.68 |
19.23 |
|
Profit for the year |
157.43 |
56.43 |
DIVIDEND
Your directors have recommended a dividend @ 2% on paid up value of Rs. 2.00 each i.e. Rs.0.04 per Equity
share (Previous year Rs. 0.04 per Equity share) for the financial year 2023-24. The dividend if approved and
declared in the forthcoming Annual General Meeting would result the total outflow towards on Equity Shares
for the year would be Rs. 7.44 Lacs.
The dividend will be paid to members whose names appear in the Register of Members as on 23rd
September, 2024.
OPERATIONAL PERFORMANCE
Performance of the Company remains subdued during the year. The Revenue from operations during the
year under review is Rs. 5620.03 Lacs against Rs. 7183.95 Lacs in the previous year registering a decline of
21.77%. However Company has registered profit after tax Rs. 157.43 Lacs during the year as compare to Rs.
56.43 Lacs during previous year. Turnover of the Company was decline by 21.77% mainly due to surged in
shipping rates, geopolitical instability, tight monetary policy adopted by Central banks across the glob to
control the inflation, higher interest rate led to increased cost for financing projects which in turn caused
delays and cancellations of both residential and commercial activities. This slowdown was felt acutely as
construction companies struggled with reduced demand and higher expenses. Impile of above adverse
situation our profit was increased due to improving efficiency resources and implementing cost saving
measures wherever possible.
TRANSFER TO RESERVES
The Board of Directors has decided to transfer Rs. 12.00 Lacs in General Reserve and retain the balance
amount of profits for 2023-24 in profit and loss account.
SHARE CAPITAL
a. The Company has not bought back any of its securities during the year under review.
b. The Company has not issued any Sweat Equity Shares during the year under review.
c. The Company has not issued Bonus Shares during the year under review.
The paid up Equity Share Capital as on 31st March, 2024 is 3,72,00,000 (Rupees Three Crore Seventy Two
Lacs Only) divided into 18600000 Equity Shares of Rs. 2/- each and the authorized share capital of the
Company is 10,00,00,000 (Rupees Ten Crore Only) divided into 5,00,00,000 Equity Shares of Rs. 2/- each .
DIRECTORS
In accordance with the provision of the Companies Act, 2013 Mr. Anuj Inani (DIN 08034302) retire from the
Board of Director by rotation and being eligible offer himself for reappointment in ensuing Annual General
Meeting.
Tenure completion of Mr. Sudhir Kumar Bhatnagar (DIN 08251736) as Non- Executive Non Independent
Director of the Company w.e.f. 01.10.2023.
Mrs. Indira Inani (DIN 08188932) was appointed as Non-Executive Non Independent Director of the Company
w.e.f. 11th August, 2023.
Mr. Suresh Kumar Inani, Managing Director of the Company was re-appointed for a further period of five years
with effect from 01st March 2025 as recommended by Nomination & Remuneration Committee, Audit
Committee and approved by Board of Directors, subject to the approval of shareholders at the 30th Annual
General meeting of the company.
No other changes have been taken place in composition of Board of Directors and Key Managerial Personnel
of the Company during the year under review.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company have confirmed that they are complying with the requirement of
Section 149(6) of the Companies Act 2013 and applicable provisions of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015. In the opinion of the Board, Independent Directors fulfil the conditions
specified in the Act, Rules made there under and Listing Regulations.
EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
DEPOSITS
The Company has not accepted any deposits from the Public during the year falling within the preview of
section 73 of the Act read with the Companies (Acceptance of Deposits) Rule 2014 during the year.
FINANCE
The Company has taken Loans from Bank of Baroda during the year. Company is regular in payment of
Installment and Interest on Loan taken from Bank of Baroda and Kotak Mahindra Bank Ltd.
CORPORATE GOVERNANCE
The Company is committed to maintain the high standards of Corporate Governance. Your Directors adhere
to the requirements set out in Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and have implemented all the prescribed requirements. In pursuant to
Regulation 34 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Reports
on Corporate Governance and Management Discussions & Analysis have been incorporated in the Annual
Report and form an integral part of the Board Report.
A certificate confirming the compliance of conditions of Corporate Governance as stipulated in SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 from Auditors, is forming part of the Annual
Report.
LISTING WITH STOCK EXCHANGE
Equity Shares of Company are presently listed at BSE Limited (BSE). The Company confirms that it has paid
the Annual Listing Fees for the year 2024-25 to BSE.
DEMATERIALISATION OF SHARES
97.51% of the company''s paid up Equity Share Capital is in dematerialized form as on 31st March, 2024 and
balance 2.49% is in physical form. The Company''s Registrars are M/s Ankit Consultancy Pvt. Ltd., having their
registered office at Plot No. 60, Electronic Complex, Pardeshipura Indore -452001 (MP).
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (3)(c) read with section 134(5) of the Companies Act , 2013 in
relation to financial statements for the year under review, the Directors State that :
a. The annual accounts for the year ended 31st March 2024 have been prepared by following the applicable
accounting standards together with proper explanation relating to material departures, if any;
b. The Directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year 2023-24 and of the profit and loss of the Company for that period .
c. The Directors took proper and sufficient care for the maintenance of proper and adequate
accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities
d. The annual accounts are prepared on a going concern basis
e. They have laid down internal financial controls in the company that are adequate and were operating
effectively.
f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and
these are adequate and are operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESARCH AND DEVLOPMENT AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 regarding Conservation of Energy, Technology Absorption, Research & Development
and Foreign Exchange earning & outgo are given in Annexure-A which forms part of Directors'' Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has a Policy on Corporate Social Responsibility and the same has been posted on the website
of the Company - www.inanimarbles.com. However, during the year under review, the provisions of Corporate
Social Responsibility were not applicable to the Company in pursuance to Section 135(1) of the Companies
Act, 2013.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and the Regulation 22 of the
SEBI (listing Obligations & Disclosure Requirements) Regulation 2015, a Vigil Mechanism for directors and
employees to report genuine concerns has been established .The Vigil Mechanism Policy has been uploaded
on the website of the company at www.inanimarbles.com
FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
Your Company has formulated familiarization program for the Independent Directors to familiarize them with
their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the
Company operates, business model of the Company etc. The details of such familiarization program is
available on the website of the Company at www.inanimarbles.com
NOMINATION, REMUNERATION & EVALUATION POLICY
In pursuant to provisions of section 178 of the Companies Act, 2013 and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, the Board of Directors have approved Nomination,
Remuneration & Evaluation Policy for appointment, remuneration & evaluation of the Directors, Key
Management Personnel & Senior Management Personnel. The details of the Nomination and Remuneration
committee, Nomination, Remuneration & Evaluation Policy and Annual Evaluation carried out by the Board of
Directors are given in the Corporate Governance Report.
RELATED PARTY TRANSACTIONS
Related party transactions that were entered during the financial year ended on 31st March, 2024
were on an arm''s length basis and were in the ordinary course of business. As per the Listing Regulation
material related party transaction had taken necessary members approval.
The Policy was considered and approved by the Board has been uploaded on the website of the company at
www.inanimarbles.com
The particulars of Contracts or Arrangements made with related parties pursuant to Section 188 are furnished
in Annexure-B and attached with this report.
SECRETARIAL STANDARDS
The Company complies with all applicable mandatory secretarial standards issued by the Institute of
Company Secretaries of India.
LOAN, GUARANTEE & INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT 2013
The Company has not given loans and guarantee pursuant to Section 186 of the Companies Act, 2013 to other
Body Corporates or person as indicated in the notes to the financial statements. The details of investments are
provided in Notes to Financial Statement under Note No. 04
ANNUALRETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 read with the Companies
(Management and Administration) Amendment Rules 2020, Annual Return as on March 31,2024 is available
on the Company''s website at www.inanimarbles.com
PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES
Statement showing disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure- C.
DEPOSITORY SYSTEM
Company has established connectivity with both the Depositories i.e. National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in
dematerialized form. In view of the numerous advantage offered by the Depository System, members are
requested to avail the facility of Dematerialization of the Company''s shares on either of the Depositories as
aforesaid.
BOARD MEETING HELD DURING THE YEAR
During the year, four meetings of the Board of Directors and One meeting of Independent Directors were held.
The dates on which board meeting were held are as follow:
20th May 2023, 11th August 2023, 08th November 2023 and 08th February 2024, and one Meeting of
Independent Directors on 09th February, 2024
COMMITTEES
The Company has constituted Audit Committee, Nomination & Remuneration Committee, Stakeholders
Relationship Committee and Corporate Social Responsibility Committee of Directors. The details of these
committees have been given in the Corporate Governance Report which is integral part of the Board''s Report.
HUMAN RESOURCE DEVELOPMENT
Industrial relations continued to be cordial during the period under review. Your Company firmly believes that a
dedicated work force constitutes the primary source of sustainable competitive advantage. Accordingly,
human resource development received focused attention. The Company has in house skill training centre and
imparts on the job training to its manpower on continuous basis. Your Directors wish to place on record their
appreciation for the dedicated services rendered by the work force during the year under review.
AUDITORS
STATUTORY AUDIT
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder M/s Nyati
Mundra & Co., Chartered Accountants (Firm Registration No. 008153C) was appointed as the Statutory
Auditor of the Company for a term of five consecutive years, to hold office from the conclusion of the at 28th
Annual General Meeting held on 29th September, 2022 until the conclusion of the 33rd Annual General
Meeting of the Company to be held in the calendar year 2027, on such remuneration as may be decided by the
Audit Committee and the Board of Directors.
The Statutory Auditors have confirmed their eligibility and qualification required under section 139, 141 and
other applicable provisions of the Companies Act, 2013 and Rules issued there under (including any statutory
modification(s) or reenactment(s) thereof for the time being in force)
AUDITORS'' REPORT
As regards the Auditors Report, the points raised therein have been explained in the Notes to the Accounts
and elsewhere in the Annual Report, as such Directors have no further comments to offer.
SECRETARIAL AUDIT
M/s Anil Somani & Associates, Company Secretaries (M. No. 36055) were appointed to conduct the
secretarial audit of the Company for the financial year 2023-24 as required under Section 204 of the
Companies Act, 2013 and Rules made there under.
The Secretarial Auditors'' Report for Financial Year 2023-24 does not contain any qualification, reservation or
adverse remark.
The Secretarial Audit Report for financial year 2023-24 forms part of this Annual Report as Annexure -D to this
Directors'' Report.
INTERNAL AUDITOR
Pursuant to Section 138 of the Companies Act, 2013, your directors have appointed M/s. Jagetiya G & Co. as
an Internal Auditor of the Company for the Financial Year 2024-25 and their report is reviewed by the audit
committee from time to time.
MISCELLANEOUS DISCLOSURES
⢠Details about risk management have been given in the Management Discussions & Analysis.
⢠The Company does not have any subsidiary, joint venture & associate company.
⢠There is no significant and material orders has been passed during the year by the regulators or courts or
tribunals which can impact the going concern status and Company''s operations in future.
⢠There has been no change in the nature of business of the Company as on the date of this report.
⢠The Company is having adequate Internal Financial Control with reference to the Financial Statements.
⢠During the year, the Company has not received any complaint under the Sexual Harassment of Woman at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGMENT
Your Directors would like to place on record their appreciation for co-operation and support extended by
Customers, Suppliers, Shareholders, Bankers, Central and State Governments. They also record their
appreciation of the devoted services rendered by staff members and workman of the company.
For and on behalf of the Board of Directors
Place : Chittorgarh Capt. S.K.Inani Mahesh Kumar Inani
Date : 12.08.2024 (Managing Director) (Jt. Managing Director)
DIN NO.00219702 DIN NO. 00322735
Mar 31, 2023
Your Directors have pleasure in presenting the 29th Annual Report on the affairs of the Company, along with the Audited Financial Statement for the Financial Year ended 31st March 2023.
FINANCIAL RESULTS
The Financial Results of the Companyâs performance for the year under review and those of the previous year are as follows:-
|
Particulars |
2022-23 |
2021-22 |
|
Revenue from operations |
7183.95 |
8155.17 |
|
Other Income |
196.72 |
257.80 |
|
Total Income |
7380.67 |
8412.97 |
|
Profit before Interest, Dep. & Taxes |
652.66 |
954.48 |
|
Less : Finance Cost |
227.91 |
225.99 |
|
Less : Depreciation |
337.62 |
299.96 |
|
Profit Before Tax |
87.13 |
428.53 |
|
Provision for Taxation |
11.47 |
60.97 |
|
Provision for Deferred Tax |
19.23 |
42.25 |
|
Profit for the year |
56.43 |
325.31 |
DIVIDEND
Your directors have recommended a dividend @ 2% on paid up value of Rs. 2.00 each i.e. Rs.0.04 per Equity share (Previous year Rs. 0.04 per Equity share) for the financial year 2022-23. The dividend if approved and declared in the forthcoming Annual General Meeting would result the total outflow towards on Equity Shares for the year would be Rs. 7.44 Lacs.
The dividend will be paid to members whose names appear in the Register of Members as on 22nd September, 2023.
OPERATIONAL PERFORMANCE
Performance of the Company remains subdued during the year. The Revenue from operations during the year under review is Rs. 7183.95 Lacs against Rs. 8155.17 Lacs in the previous year registering a decline of 11.91%. Similarly Company has registered profit after tax Rs. 56.43 Lacs during the year as compare to Rs. 325.31 Lacs during previous year. Turnover of the Company was decreases mainly due to overall recession in international market.
TRANSFER TO RESERVES
The Board of Directors has decided to transfer Rs. 12.00 Lacs in General Reserve and retain the balance amount of profits for 2022-23 in profit and loss account.
SHARE CAPITAL
a. The Company has not bought back any of its securities during the year under review.
b. The Company has not issued any Sweat Equity Shares during the year under review.
c. The Company has not issued Bonus Shares during the year under review.
The paid up Equity Share Capital as on 31st March, 2023 is 3,72,00,000 (Rupees Three Crore Seventy Two Lacs Only) divided into 18600000 Equity Shares of Rs. 2/- each and the authorized share capital of the Company is 10,00,00,000 (Rupees Ten Crore Only) divided into 5,00,00,000 Equity Shares of Rs. 2/- each .
DIRECTORS
In accordance with the provision of the Companies Act, 2013 Mr. Mahesh Kumar Inani (DIN 00322735) retire from the Board of Director by rotation and being eligible offer himself for reappointment in ensuing Annual General Meeting.
Designation of Mr. Sudhir Kumar Bhatnagar (DIN 08251736) was changed From Non -Executive Independent director to Non- Executive Non Independent Director of the Company w.e.f. 25.02.2023.
Mrs. Indira Inani (DIN: 08188932) was appointed as additional Director (Non-Executive Non Independent Director) of the Company as recommended by the Audit Committee, Nomination and Remuneration Committee and approved by the Board of Directors, subject to the approval of shareholders at the 29th Annual General Meeting of the Company .
No other changes have been taken place in composition of Board of Directors and Key Managerial Personnel of the Company during the year under review.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company have confirmed that they are complying with the requirement of Section 149(6) of the Companies Act 2013 and applicable provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made there under and Listing Regulations.
EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
DEPOSITS
The Company has not accepted any deposits from the Public during the year falling within the preview of section 73 of the Act read with the Companies (Acceptance of Deposits) Rule 2014 during the year.
FINANCE
The Company has taken Loans from Bank of Baroda during the year. Company is regular in payment of Installment and Interest on Loan taken from Bank of Baroda, Kotak Mahindra Bank Ltd. and ICICI Bank Ltd.
CORPORATE GOVERNANCE
The Company is committed to maintain the high standards of Corporate Governance. Your Directors adhere to the requirements set out in Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and have implemented all the prescribed requirements. In pursuant to Regulation 34 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Reports on Corporate Governance and Management Discussions & Analysis have been incorporated in the Annual Report and form an integral part of the Board Report.
A certificate confirming the compliance of conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Auditors, is forming part of the Annual Report.
LISTING WITH STOCK EXCHANGE
Equity Shares of Company are presently listed at BSE Limited (BSE). The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE.
DEMATERIALISATION OF SHARES
97.45% of the companyâs paid up Equity Share Capital is in dematerialized form as on 31st March, 2023 and balance 2.55% is in physical form. The Companyâs Registrars are M/s Ankit Consultancy Pvt. Ltd., having their registered office at Plot No. 60, Electronic Complex, Pardeshipura Indore -452001 (MP).
DIRECTORSâ RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (3)(c) read with section 134(5) of the Companies Act , 2013 in relation to financial statements for the year under review, the Directors State that :
a) the annual accounts for the year ended 31st March 2023 have been prepared by following the applicable accounting standards together with proper explanation relating to material departures, if any;
b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2022-23 and of the profit and loss of the Company for that period .
c) the Directors took proper and sufficient care for the maintenance of proper and adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities
d) the annual accounts are prepared on a going concern basis
e) they have laid down internal financial controls in the company that are adequate and were operating effectively.
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESARCH AND DEVLOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange earning & outgo are given in Annexure-A which forms part of Directorsâ Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has a Policy on Corporate Social Responsibility and the same has been posted on the website of the Company - www.inanimarbles.com. However, during the year under review, the provisions of Corporate Social Responsibility were not applicable to the Company in pursuance to Section 135(1) of the Companies Act, 2013.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and the Regulation 22 of the SEBI (listing Obligations & Disclosure Requirements) Regulation 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established .The Vigil Mechanism Policy has been uploaded on the website of the company at www.inanimarbles.com
FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
Your Company has formulated familiarisation program for the Independent Directors to familiarise them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model of the Company etc. The details of such familiarisation program is available on the website of the Company at www.inanimarbles.com
NOMINATION, REMUNERATION & EVALUATION POLICY
In pursuant to provisions of section 178 of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors have approved Nomination, Remuneration & Evaluation Policy for appointment, remuneration & evaluation of the Directors, Key Management Personnel & Senior Management Personnel. The details of the Nomination and Remuneration committee, Nomination, Remuneration & Evaluation Policy and Annual Evaluation carried out by the Board of Directors are given in the Corporate Governance Report.
RELATED PARTY TRANSACTIONS
Related party transactions that were entered during the financial year ended on 31st March, 2023 were on an armâs length basis and were in the ordinary course of business. As per the Listing Regulation material related party transaction had taken necessary members approval. The particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-B
The Policy was considered and approved by the Board has been uploaded on the website of the company at www.inanimarbles.com
All transactions entered into with Related Parties as defined under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial year were in the ordinary course of business and on arm''s length basis.
In line with the requirements of the Act and Listing Regulations, your Company has formulated a Policy on
Related Party Transactions which intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties
All the Related Party Transactions are placed at the meetings of the Audit Committee and the Board. Prior omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. Details of all related party transactions are placed before the Audit Committee and the Board for review and approval/ noting on a quarterly basis. The particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-B
SECRETARIAL STANDARDS
The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.
LOAN, GUARANTEE & INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT 2013
The Company has not given loans and guarantee pursuant to Section 186 of the Companies Act, 2013 to other Body Corporates or person as indicated in the notes to the financial statements. The details of investments are provided in Notes to Financial Statement under Note No. 04
ANNUALRETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 read with the Companies (Management and Administration) Amendment Rules 2020, Annual Return as on March 31,2023 is available on the Companyâs website at www.inanimarbles.com.
PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES
Statement showing disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure- C.
DEPOSITORY SYSTEM
Company has established connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in dematerialized form. In view of the numerous advantage offered by the Depository System, members are requested to avail the facility of Dematerialization of the Companyâs shares on either of the Depositories as aforesaid.
BOARD MEETING HELD DURING THE YEAR
During the year, seven meetings of the Board of Directors and One meeting of Independent Directors were held. The dates on which board meeting were held are as follow:
12th May 2022, 07th July 2022, 08th August 2022, 27th September 2022, 14th October 2022, 12th November 2022 and 24th January 2023,21st March, 2023 (Meeting of Independent Directors)
COMMITTEES
The Company has constituted Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee of Directors. The details of these committees have been given in the Corporate Governance Report which is integral part of the Boardâs Report.
HUMAN RESOURCE DEVELOPMENT
Industrial relations continued to be cordial during the period under review. Your Company firmly believes that a dedicated work force constitutes the primary source of sustainable competitive advantage. Accordingly, human resource development received focused attention. The Company has in house skill training centre and imparts on the job training to its manpower on continuous basis. Your Directors wish to place on record their appreciation for the dedicated services rendered by the work force during the year under review.
AUDITORS
STATUTORY AUDIT
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder M/s Nyati Mundra & Co., Chartered Accountants (Firm Registration No. 008153C) was appointed as the Statutory Auditor of the Company for a term of five consecutive years, to hold office from the conclusion of the at 28th Annual General Meeting held on 29th September, 2022 until the conclusion of the 33rd Annual General Meeting of the Company to be held in the calendar year 2027, on such remuneration as may be decided by the Audit Committee and the Board of Directors.
The Statutory Auditors have confirmed their eligibility and qualification required under section 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued there under (including any statutory modification(s) or reenactment(s) thereof for the time being in force)
AUDITORSâ REPORT
As regards the Auditors Report, the points raised therein have been explained in the Notes to the Accounts and elsewhere in the Annual Report, as such Directors have no further comments to offer.
SECRETARIAL AUDIT
M/s Anil Somani & Associates, Company Secretaries (M. No. 36055) were appointed to conduct the secretarial audit of the Company for the financial year 2022-23 as required under Section 204 of the Companies Act, 2013 and Rules made there under.
The Secretarial Auditorsâ Report for Financial Year 2022-23 does not contain any qualification, reservation or adverse remark except the Company has late submitted related party transaction report for the half year ended September, 2022 and paid fine of Rs. 47200/- as imposed by BSE Ltd.
The Secretarial Audit Report for financial year 2022-23 forms part of this Annual Report as Annexure -D to this Directorsâ Report.
INTERNAL AUDITOR
Pursuant to Section 138 of the Companies Act, 2013, your directors have appointed M/s. Jagetiya G & Co. as an Internal Auditor of the Company for the Financial Year 2023-24 and their report is reviewed by the audit committee from time to time.
MISCELLANEOUS DISCLOSURES
⢠Details about risk management have been given in the Management Discussions & Analysis.
⢠The Company does not have any subsidiary, joint venture & associate company.
⢠There is no significant and material orders has been passed during the year by the regulators or courts or tribunals which can impact the going concern status and Company''s operations in future.
⢠There has been no change in the nature of business of the Company as on the date of this report.
⢠The Company is having adequate Internal Financial Control with reference to the Financial Statements.
⢠During the year, the Company has not received any complaint under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGMENT
Your Directors would like to place on record their appreciation for co-operation and support extended by Customers, Suppliers, Shareholders, Bankers, Central and State Governments. They also record their appreciation of the devoted services rendered by staff members and workman of the company.
For and on behalf of the Board of Directors
Place: Chittorgarh Capt. S.K. Inani Mahesh Kumar Inani
Date : 11.08.2023 (Managing Director) (Jt. Managing Director)
DIN NO.00219702 DIN NO. 00322735
Mar 31, 2018
To the Members,
The Directors have pleasure in presenting their 24th Annual Report and the Audited Accounts for the Financial Year ended 31st March 2018
(Rupees in Lacs)
|
Particulars |
2017-18 |
2016-17 |
|
Revenue from operations |
4022.26 |
4501.36 |
|
Profit before Interest, Dep. & Taxes |
539.46 |
734.75 |
|
Interest |
204.31 |
213.80 |
|
Depreciation |
288.16 |
273.71 |
|
Profit Before Tax |
46.99 |
247.24 |
|
Provision for Taxation |
19.66 |
73.06 |
|
Provision for Deferred Tax |
(13.14) |
8.69 |
|
Profit After Tax |
40.47 |
165.49 |
|
Other Comprehensive Income |
0 |
0 |
|
Total Comprehensive Income |
40.47 |
165.50 |
|
Earnings Per Share |
0.25 |
1.02 |
*Figures for FY 2016-17 have been restated as per Ind AS and therefore may not be comparable with financials for FY 2016-17 approved by the Directors and disclosed in the financial statement of previous year. Figures for the FY 2017-18 are Ind AS compliant.
DIVIDEND & TRANSFER TO GENERAL RESERVE
Your directors have recommended a dividend @ 2% on paid up value of Rs. 2.00 each i.e. Rs.0.04 per Equity share (Previous year. Rs. 0.04 per Equity share) for the financial year 2017-18. The dividend if approved and declared in the forthcoming Annual General meeting would result a dividend outflow of 6.50 Lacs and dividend distribution tax of 1.34 Lacs aggregating a total outflow of 7.84 Lacs.
The dividend will be paid to members whose names appear in the Register of Members as on 22nd September 2018; in respect of share held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository and Central Depository Services (India) Limited, as beneficial owners as on that date.
OPERATIONS & FUTURE OUT LOOK
The Performance of the company remains subdued during the year under review due to subdued demand in domestic market. During the financial year revenue stood at Rs. 4022.26 Lacs as against Rs. 4501.36 Lacs in the previous year a decline of 10.64%. Your directors are hope full for better position in the year 2018-19 as compare to the year under review due to better realization and capacity utilization.
DEPOSITS
The Company has not accepted any deposits from the Public during the year under review.
FINANCE
The Company has taken Loan of Rs. 35.90 Lacs from ICICI Bank Ltd, during the year. Company is regular in payment of Installment and Interest on Loan taken earlier from State Bank of India and ICICI Bank Ltd.
CORPORATE GOVERNANCE
As per Regulation 34 of the Listing Regulation entered into with the Stock Exchanges the Management Discussion and Analysis, Report on Corporate Governance along with the Compliance Certificate of the auditors are annexed and forming part of this report.
LISTING WITH STOCK EXCHANGE
The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 to BSE where the Company''s Shares are listed.
DEMATERIALISATION OF SHARES
95.49% of the company''s paid up Equity Share Capital is in dematerialized form as on 31st March, 2018 and balance 4.51% is in physical form. The Company''s Registrars are M/s Ankit Consultancy Pvt. Ltd., having their registered office at Plot No. 60, Electronic Complex, Pardeshipura Indore -452001 (MP).
DIRECTORS
In accordance with the provision of the Companies Act, 2013 Shri Harish Kumar Inani retire from the Board of Director by rotation and being eligible offer himself for reappointment in ensuing Annual General Meeting.
Further Shri Sudhir Kumar Bhatnagar who is proposed to be appointed as Independent Director possess appropriate balance of skill, expertise and knowledge and is qualified for appointment as independent director and given declaration that he meet the criteria of independence as laid down under section 149(6) of the Companies Act 2013 and Regulation 16(1) (b) of the listing regulation.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (3)(c) read with section 134(5) of the Companies Act , 2013 in relation to financial statements for the year under review, the Directors State that :
(a) the annual accounts for the year ended 31st March 2018 have been prepared by following the applicable accounting standards together with proper explanation relating to material departures, if any;
(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2017-18 and of the profit and loss of the Company for that period .
(c) the Directors took proper and sufficient care for the maintenance of proper and adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities
(d) the annual accounts are prepared on a going concern basis
(e) they have laid down internal financial controls in the company that are adequate and were operating effectively.
(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION, RESARCH AND DEVLOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange earning & outgo are given in Annexure-A which forms part of Directors'' Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of section 135 and Schedule VII of the Companies Act, 2013 the Board of Directors of your Company have constituted a CSR Committee of the Board has developed a CSR policy under Health Care activity which is enclosed as part of this report Annexure B
VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 a Vigil Mechanism for directors and employees to report genuine concerns has been established .The Vigil Mechanism Policy has been uploaded on the website of the company at www.inanimarbles.com
NOMINATION. REMUNERATION & EVALUATION POLICY
In pursuant to provisions of section 178 of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors have approved Nomination, Remuneration & Evaluation Policy for appointment, remuneration & evaluation of the Directors, Key Management Personnel & Senior Management Personnel. The details of the Nomination and Remuneration committee, Nomination, Remuneration & Evaluation Policy and Annual Evaluation carried out by the Board of Directors are given in the Corporate Governance Report.
RELATED PARTY TRANSACTIONS
Related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company''s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interest of the company. Transactions with related parties entered by the company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-C
The board of Director of the company has on the recommendation of the Audit Committee adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Regulations. This Policy was considered and approved by the Board has been uploaded on the website of the company at www.inanimarbles .com under investors/policy documents/Related Party Policy link.
LOAN. GUARANTEE & INVESTMENT BY COMPANY
There is no loan, guarantee and investment made by the company during the financial year under review.
EXTRACT OF ANNUAL RETURN
The detail forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-D
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and companies (Particulars of Employees) Rule,1975 in respect of employees of the Company and Directors is furnished hereunder:
|
S. No. |
Name |
Designation |
Remuneration paid FY 2017-18 Rs.Lakhs |
Remuneration paid FY 2016-17 Rs.Lakhs |
Increase in Remuneration from previous year Rs. Lakhs |
|
1 |
Shri Suresh Kumar Inani |
Managing Director (KMP) |
19.85 |
19.25 |
0.60 |
|
2 |
Shri Dinesh Kumar Inani (Upto 28.09.2017) |
Jt. Managing Director (KMP) |
5.40 |
10.50 |
- |
|
3 |
Shri Mahesh Kumar Inani (w.e.f. 28.09.2017) |
Jt. Managing Director (KMP) |
3.60 |
- |
- |
|
4 |
Shri Rishi Raj Inani |
CFO |
6.25 |
2.26 |
0.25 |
|
5 |
Mrs. Tushita Sisodia* (Upto 14.08.2017) |
CS |
0.20 |
1.20 |
- |
Due to decline in profit company has not paid any commission to the directors.
*Mrs. Tushita Sisodia Company Secretary cum Compliance officer of the Company has been left the Company with effect from 14.08.2017. We are under process to appoint qualified Company Secretary and Company has published advertisement in news paper.
DEPOSITORY SYSTEM
As the members are aware, your Companyâs shares are tradable compulsorily in electronic form and your Company has established connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail the facility of Dematerialization of the Companyâs shares on either of the Depositories as aforesaid.
BOARD MEETING HELD DURING THE YEAR
During the year, Six meetings of the Board of Directors and One meeting of Independent Directors were held. The dates on which board meeting were held are as follow: 01st May 2017, 06th June 2017*, 14th August, 2017, 23rd November,2017, 14th December,2017 and 14th February, 2018, 13th February, 2018 (Meeting of Independent Directors)
*(The Board meeting dated 30th May, 2017 has adjourned for want of Quorum and the same was held on 6th June 2017.)
AUDITORS
M/s Giriraj Garg & Co., Chartered Accountants (Firm Registration No. 017783C) and M/s B K Dad & Associates , Chartered Accountants vide ICAI Firm Reg. No. 018840C were appointed as the Joint Statutory Auditors of the Company at 23rd Annual General Meeting till the conclusion of the 28th AGM.
The Statutory Auditors have confirmed their eligibility and qualification required under section 139,141 and other applicable provisions of the Companies Act, 2013 and Rules issued there under (including any statutory modification(s) or reenactment(s) thereof for the time being in force)
AUDITORSâ REPORT
As regards the Auditors Report, the points raised therein have been explained in the Notes to the Accounts and elsewhere in the Annual Report, as such Directors have no further comments to offer.
SECRETARIAL AUDIT
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s R K Jain & Associates, Company Secretary in Practice, Bhilwara to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2018. The Secretarial Audit Report (in Form MR-3) is attached as Annexure-E to this Report.
MISCELLANEOUS DISCLOSURES
- Details about risk management have been given in the Management Discussions & Analysis.
- The Company does not have any subsidiary, joint venture & associate company.
There is no significant and material orders has been passed during the year by the regulators or courts or tribunals which can impact the going concern status and Company''s operations in future.
- The Company is having adequate Internal Financial Control with reference to the Financial Statements.
- During the year, the Company has not received any complaint under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGMENT
Your Directors would like to place on record their appreciation for co-operation and support extended by State Bank of India, HDFC Bank Ltd., ICICI Bank Ltd, and Shareholders. They also record their appreciation of the devoted services rendered by Staff members and Workman of the company.
For and on behalf of the Board
Place: Chittorgarh Capt. S.K.Inani Mahesh Kumar Inani
Date : 30.05.2018 (Managing Director) (Jt. Managing Director)
DIN NO.00219702 DIN NO. 00322735
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their 21st Annual Report and
the Audited Accounts for the Financial Year ended 31st March 2015.
(rupees in lacs)
Financial Result 2014-15 2013-2014
Sales & Income from
operations 7054.55 7434.38
Profit from operations 1314,60 1433.51
Other Income 53.99 57.56
Profit before Interest, Dep. & Taxes 1368.59 1491.07
Interest 296.13 311.67
Depreciation 309.30 315.20
Profit Before Tax 763.16 864.20
Provision for Taxation 204,70 244,43
Provision for Deferred Tax 42.97 75.62
Profit After Tax 515.49 544.15
Balance of Profit brought forward 2933.78 2439.67
Balance Available For Appropriations 3449.27 2983.83
Adjustment Related to Transiotinal provision 15.47 --
contained in Schedule ll(Refer Note 36)
Proposed Dividend on Equity Shares 32.53 32.52
Corporate Tax on Dividend Distribution 6.62 5.53
Amount Transferred to General Reserve 12.00 12.00
Balance carried forward to Balance Sheet 3382.65 2933.78
DIVIDEND & TRANSFER TO GENERAL RESERVE
Your directors have recommended a dividend of Rs. 1.00/- per equity
share (Previous year Rs. 1.00/-per equity share) which amounts to Rs.
32.53 Lacs i.e. 10% of the paid-up capital for the year ended 31st
March, 2015, Subject to approval of the shareholders at the ensuing
Annual General Meeting of the Company. The total outflow due to
dividend payment for the current year will be Rs. 39.15 Lacs which
includes dividend distribution tax of Rs. 6.62 Lacs.
The dividend will be paid to members whose names appear in the Register
of Members as on 24th September 2015; in respect of share held in
dematerialized form, it will be paid to members whose names are
furnished by National Securities Depository and Central Depository
Services (India) Limited, as beneficial owners as on that date
OPERATIONS & FUTURE OUT LOOK
The Performance of the company remains subdued during the year under
review due to sluggish demand of its product from Republic of China &
Europe. Despite of, sluggish demand sales and income from operations
were remain almost same level as compare to test year however profit
before tax was declined by 11.69% due to sluggish demand and enhanced
cost of production. Your directors are hope full for better position in
the year 2015-16 as compare to the year under review due to better
realization and capacity utilization.
DEPOSITS
The Company has not accepted any deposits from the Public during the
year under review.
FINANCE
The Company has taken Loan of Rs. 196.86 Lacs from ICICI Bank Ltd,
during the year. Company is regular in payment of Installment and
Interest on Loan taken earlier from State bank of Bikaner & Jaipur,
HDFC Bank Ltd ,Tata Capital Ltd and ICICI Bank Ltd.
CORPORATE GOVERNANCE
As per clause 49 of the Listing Agreements entered into with the Stock
Exchanges the Management Discussion and Analysis, Report on Corporate
Governance along with the Compliance Certificate of the auditors are
annexed and forming part of this report.
LISTING WITH STOCK EXCHANGE
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-16 to BSE where the Company's Shares are listed. Delisting of
Equity Share from Jaipur Stock Exchange Limited, Jaipur, Ahmedabad
Stock Exchange, Ahmedabad, Madhya Pradesh Stock Exchange, Indore are
under process.
DEMATERIALISATION OF SHARES
94.91% of the company's paid up Equity Share Capital is in
dematerialized form as on 31st March, 2015 and balance 5.09% is in
physical form. The Company's Registrars are M/s Ankit Consultancy Pvt.
Ltd., having their registered office at Plot No. 60, Electronic
Complex, Pardesipura Indore -452001 (MP).
DIRECTORS
In accordance with the provision of the Companies Act, 2013 Shri Nand
Lai Inani, retire from the Board of Directors by rotation and being
eligible offer themselves for reappointment in ensuing Annual General
Meeting.
Further Shri Suresh Kumar Inani the existing managing director is
proposed to be reappointed as a Managing Director for a term of five
year as per provision of Sections 196, 197 and 203 and all other
applicable provisions of the Companies Act, 2013 read with Schedule V
of the Act and Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
Vishakha Kothari, who is proposed to be appointed as Independent
Director possess appropriate balance of skill, expertise and knowledge
and is qualified for appointment as independent director and given
declaration that she meet the criteria of independence as laid down
under section 149(6) of the Companies Act, 2013 and dause 49 of the
Listing Agreement.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act , 2013 in relation to financial statements for the year under
review, the Directors State that:
a) the annual accounts for the year ended 31st March 2015 have been
prepared by following the applicable accounting standards together
withproper explanation relating to material departures, if any;
b) the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year 2014-15 and of the profit
and loss of the Company for that period :
c) the Directors took proper and sufficient care for the maintenance of
proper and adequate accounting records in accordance with the
provisions of the Companies Act 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities
d) the annual accounts are prepared on a going concern basis
e) they have laid down internal financial controls in the company that
are adequate and were operating effectively.
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and these are adequate and are
operating effectively.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. RESARCH AND DEVLOPMENT
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pursuant to Section 134(3) (m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding
Conservation of Energy, Technology Absorption, Research & Development
and Foreign Exchange earning & outgo are given in Annexure-A which
forms part of Directors' Report.
CORPORATE SOCIAL RESPONSIBILITY fCSRl
In terms of section 135 and Schedule VII of the Companies Act, 2013 the
Board of Directors of your Company have constituted a CSR Committee of
the Board has developed a CSR policy under Health Care activity which
is enclosed as part of this report Annexure - B
VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act,2013 a Vigil Mechanism for directors and employees to report
genuine concerns has been established .The Vigil Mechanism Policy has
been uploaded on the website of the company at www.inanimarbles.com
RELATED PARTY TRANSACTIONS
Related party transactions that were entered during the financial year
were on an arm's length basis and were in the ordinary course of
business. There were no materially significant related party
transactions with the Company's Promoters, Directors, Management or
their relatives, which could have had a potential conflict with the
interest of the company. Transactions with related parties entered by
the company in the normal course of business are periodically placed
before the Audit Committee for its omnibus approval and the particulars
of contracts entered during the year as per Form AOC-2 is enclosed as
Annexure-C
The board of Director of the company has on the recommendation of the
Audit Committee adopted a policy to regulate transactions between the
Company and its Related Parties, in compliance with the applicable
provisions of the Companies Act 2013, the Rules thereunder and the
Listing Agreement. This Policy was considered and approved by the Board
has been Uploaded on the website of the company at www.inanimarbles
.com under investors/policy documents/Related Party Policy link.
LOAN, GUARANTEE & INVESTMENT BY COMPANY
There is no loan guarantee and investment made by the company during
the financial year under review.
EXTRACT OF ANNUAL RETURN
The detail forming part of the extract of the Annual Return in Form
MGT-9 is annexed herewith as Annexure-D
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL
(KMP1/EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of
the companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and companies (Particulars of Employees) Rule,1975 in
respect of employees of the Company And Directors is furnished
hereunder:
S. Name Designation Remuneration
No. paid FY 2014-15
Rs.Lakhs
1 Mr. Suresh Kumar Inani Managing 37.10
Director
(KMP)
2 Mr. Dinesh Kumar Inani Jt. 18.00
Managing
Director
(KMP)
3 Mr. Bhupesh Ranka CFO (KMP) 2,40
4 1 Mr. Anil Jain CS (KMP) 2.50
S. Name Remuneration Increase in
No. paid FY 2013- remuneration
14 Rs.Lakhs from previous
year Rs. Lakhs
1 Mr. Suresh Kumar Inani 34.90 2.20
2 Mr. Dinesh Kumar Inani 17.70 0.30
3 Mr. Bhupesh Ranka - -
4 1 Mr. Anil Jain 1.92 0.58
DEPOSITORY SYSTEM
As the members are aware, your Company's shares are tradable
compulsorily in electronic form and your Company has established
connectivity with both the Depositories i.e. National Securities
Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL). In view of the numerous advantage offered by the
Depository System, members are requested to avail the facility of
Dematerialization of the Company's shares on either of the Depositories
as aforesaid.
BOARD MEETING HELD DURING THE YEAR
During the year, 5 meetings of the Board of Directors were held. The
dates on which board meeting were held are as follow:
30th May,2014, 14th August,2014, 14th November,2014, 14th February,
2015 and 27th March, 2015
AUDITORS
M/s Nyati Mundra & Co., Chartered Accountants and M/s Mahesh C. Solanki
& Co, Chartered Accountants, the Joint Statutory Auditors of the
Company hold office until the conclusion of the ensuing Annual General
Meeting and are recommended for appointment. Subject to rectification
of their appointment at every annual general meeting. M/s Mahesh C.
Solanki & Co. and M/s Nyati Mundra & Co., Chartered Accountants has,
under section 14i of the Act furnished a certificate of its eligibility
for re-appointment.
AUDITORS' REPORT
As regards the Auditors Report, the points raised therein have been
explained in the Notes to the Accounts and elsewhere in the Annual
Report, as such Directors have no further comments to offer.
SECRETARIAL AUDIT
Pursuant to provisions of Section 204 of the Companies Act, 2013 read
with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, your Company engaged the services of
M/s Anil Somani & Associates, Company Secretary in Practice, Bhilwara
to conduct the Secretarial Audit of the Company for the financial year
ended March 31, 2015. The Secretarial Audit Report (in Form MR-3) is
attached as Annexure-E to this Report.
ACKNOWLEDGMENT
Your Directors would like to place on record their appreciation for
co-operation and support extended by State Bank of Bikaner & Jaipur,
HDFC bank Ltd, ICICI Bank Ltd, Tata capital Ltd and Share holders. They
also record their appreciation of the devoted services rendered by
Staff members and Workman of the company.
For and on behalf of the Board
Place: Chittorgarh Capt. S.K.Inani Nand Lai Inani
Date : 30.05.2015 (Managing Director) (Chairman)
DIN NO.00219702 DIN NO.00322889
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting their 20th Annual Report and
the Audited Accounts for the Financial Year ended 31st March 2014.
(Rupees in Lacs)
Financial Result 2013-2014 2012-2013
Sales & Income from operations 7434.38 7734.74
Profit from operations 1433.51 1612.08
Other Income 57.56 112.49
Profit before Interest, Dep. & Taxes 1491.07 1724.57
Interest 311.67 288.75
Depreciation 315.20 302.20
Profit Before Tax 864.20 1133.62
Provision for Taxation 244.43 325.83
Provision for Deferred Tax 75.62 86.39
Profit After Tax 544.15 721.40
Balance of Profit brought forward 2439.67 1817.50
Balance Available For Appropriations 2983.83 2489.47
Proposed Dividend on Equity Shares 32.52 32.52
Corporate Tax on Dividend Distribution 5.53 5.28
Amount Transferred to General Reserve 12.00 12.00
Balance carried forward to Balance Sheet 2933.78 2439.67
DIVIDEND & TRANSFER TO GENERAL RESERVE
Your directors have recommended a dividend of Rs. 1.00/- per equity
share (Previous year Rs. 1.00/- per equity share) which amounts to Rs.
32.53 Lacs i.e. 10% of the paid-up capital for the year ended 31st
March, 2014, Subject to approval of the shareholders at the ensuing
Annual General Meeting of the Company. The total outflow due to
dividend payment for the current year will be Rs. 38.05 Lacs which
includes dividend distribution tax of Rs. 5.52 Lacs.
The dividend will be paid to members whose names appear in the Register
of Members as on 25th September 2014; in respect of share held in
dematerialized form, it will be paid to members whose names are
furnished by National Securities Depository and Central Depository
Services (India) Limited, as beneficial owners as on that date.
OPERATIONS & FUTURE OUTLOOK
The Performance of the company remains subdued during the year under
review due to sluggish demand of its product from Republic of China &
Europe. Despite of sluggish demand sales and income from operations
were remain almost same level as compare to last year however profit
before tax was declined by 23.76% due to sluggish demand and enhanced
cost of production. Your directors are hope full for better position in
the year 2014-15 as compare to the year under review due to better
realization and capacity utilization.
DEPOSITS
The Company has not accepted any deposits from the Public during the
year under review.
FINANCE
The Company has taken Loan of Rs.45.90 Lacs from ICICI Bank Ltd, Rs.
132.91 Lacs from Tata Capital Ltd. during the year. Company is regular
in payment of Installment and Interest on Loan Taken earlier from State
bank of Bikaner & Jaipur, HDFC Bank Ltd,Tata Capital Ltd and ICICI Bank
Ltd.
DIRECTORS
In accordance with the provision of the Companies Act, 2013 Shri Harish
Inani and Shri Rajesh Inani, retire from the Board of Directors by
rotation and being eligible offer themselves for reappointment in
ensuing Annual General Meeting.
Further Shri Ravi Birla and Shri Prem Narayan Sharma the existing
independent directors are proposed to be appointed as Independent
Directors for a term of five years as per requirement of Section 149 of
the Companies Act, 1956 as well as Clause 49 of the Listing Agreement
to hold the office till 31st March, 2019.
The Independent Directors has submitted a declaration confirming that
they meets the criteria for independence as provided in section 149(6)
of the Act and is eligible for appointment as Independent Directors of
the Company.
In the opinion of the Board the above said two directors fulfills the
conditions specified in the Act and the Rules made there under as the
Clause 49 of the Listing Agreement for their appointment as Independent
Directors of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act , 1956 in relation to financial statements for the year under
review, the Directors State that:
a) the annual accounts have been prepared by following the applicable
accounting standards together with proper explanation relating to
material departures, if any;
b) the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year 2012-13 and of the profit
and loss of the Company for that period;
c) the Directors took proper and sufficient care for the maintenance of
proper and adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) the annual accounts are prepared on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. RESEARCH AND DEVELOPMENT
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pursuant to Section 217 (1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the report
of the Board of Director) Rules, 1988 regarding Conservation of Energy,
Technology Absorption, Research & Development and Foreign Exchange
earning & outgo are given in Annexure-A which forms part of Directors''
Report.
PARTICULARS OF EMPLOYEES
There were no employees covered under Section 217 (2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975 as amended. Hence no particulars are given herewith.
As per clause 49 of the Listing Agreements entered into with the Stock
Exchanges the Management Discussion and Analysis, Report on Corporate
Governance along with the Compliance Certificate of the auditors are
annexed and forming part of this report.
DEPOSITORY SYSTEM
As the members are aware, your Company''s shares are tradable
compulsorily in electronic form and your Company has established
connectivity with both the Depositories i.e. National Securities
Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL). In view of the numerous advantage offered by the
Depository System, members are requested to avail the facility of
Dematerialization of the Company''s shares on either of the Depositories
as aforesaid.
AUDITORS
M/s Nyati Mundra & Co., Chartered Accountants and M/s Mahesh C. Solanki
& Co, Chartered Accountants, the Joint Statutory Auditors of the
Company hold office until the conclusion of the ensuing Annual General
Meeting and are recommended for appointment. Subject to rectification
of their appointment at every annual general meeting. M/s Mahesh C.
Solanki & Co. and M/s Nyati Mundra & Co., Chartered Accountants has,
under section 141 of the Act furnished a certificate of its eligibility
for re-appointment.
During the year Company had received intimation From M/s Jagdish Rathi
& Associates (Firm reg. no. 004623C), Statutory Auditor, stating that
the M/s Jagdish Rathi & Associates is merged with M/s Mahesh C. Solanki
& Co. Chartered Accountant, with effect from 31st December, 2013. Now
M/s Mahesh C. Solanki & Co. will deem to be the auditor of your
Company. Accordingly the audit of the company, for the financial year
2013-14 was conducted by M/s Mahesh C. Solanki & Co. The Board of
Directors of Company have taken due note of this change.
AUDITORS'' REPORT
As regards the Auditors Report, the points raised therein have been
explained in the Notes to the Accounts and elsewhere in the Annual
Report, as such Directors have no further comments to offer.
ACKNOWLEDGMENT
Your Directors would like to place on record their appreciation for
co-operation and support extended by State Bank of Bikaner & Jaipur,
HDFC bank Ltd, ICICI Bank Ltd, Tata capital Ltd and Share holders. They
also record their appreciation of the devoted services rendered by
Staff members and Workman of the company.
For and on behalf of the Board
Place: Chittorgarh Capt. S.K.Inani Nand Lal Inani
Date : 14.08.2014 (Managing Director) (Chairman)
Mar 31, 2013
To the Members,
The Directors have pleasure in presenting their 19th Annual Report and
the Audited Accounts for the Financial Year ended 31st March 2013.
FINANCIAL''RESULTS:
(Rupees in lacs)
2012-2013 2011-2012
Sales & Income from operations 7733.81 5135.93
Profit from operations 1611.13 861.29
Other Income 113.44 107.08
Profit before Interest, Dep.&Taxes 1724.57 968.37
Interest 288.75 239.71
Depreciation 302.20 280.98
Profit Before Tax 1133.62 447.68
Provision forTaxation 325.83 131.23
Provision for Deferred Tax 86.39 11.16
ProfitAfterTax 721.40 305.29
Balance of Profit brought forward 1817.50 1562.26
Balance Available For Appropriations 2489.47 1817.50
Proposed Dividend on Equity Shares 32.53 32.53
Corporate Tax on Dividend Distribution 5.28 4.90
Amount Transferred to General Reserve 12.00 12.00
Balance carried forward to
Balance Sheet 2439.67 1768.07
DIVIDEND & TRANSFERTOGENERAL RESERVE
Your directors have recommended a dividend of Rs. 1.00/- per equity
share (Previous year Rs. 1.00/- per equity share) which amounts to Rs.
32.53 Lacs i.e. 10% of the paid-up capital for the year ended 31st
March, 2013, Subject to approval of the shareholders at the ensuing
Annual General Meeting of the Company. The total outflow due to
dividend payment for the current year will be Rs. 37.81 Lacs which
includes dividend distribution tax of Rs. 5.28 Lacs.
Your directors propose to transfer the amount of Rs. 12.00 Lacs
(Previous year 12.00 Lacs) to the General Reserve, having regard to the
requirements of Section 205 (2A) of the Companies Act, 1956 and with
reference to the Companies (Transfer of profits to Re''serve) Rules,
1975.
OPERATIONS & FUTURE OUT LOOK
Total Turnover of the company has increased by 50.58 % and profit
before Tax Increased by 153.22% due to better capacity utilizations
increased demand in international market.
DEPOSITS
The Company has not accepted any deposits from the Public during the
year under review.
FINANCE
The Company has taken Loan of Rs.137.95 Lacs from ICICI Bank Ltd, Rs
91.80 Lacs from HDFC Bank Ltd, Rs.150.44 Lacs from Tata Capital Ltd .
during the year. Company is regular in payment of Installment and
Interest on Loan Taken earlier from State bank of Bikaner & Jaipur,
HDFC Bank Ltd /Tata Capital Ltd and ICICI Bank Ltd.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Shri Nand Lai Inani and Shri
Ravi Birla retire by rotation, being eligible and have offered
themselves for re-appointment.
DIRECTORS''RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956 in relation to financial statements for the year under
review, the Directors State that :
a) the annual accounts have been prepared by following the applicable
accounting standards together with properexplanation relating to
material departures, if any;
b) the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year 2012-13 and of the profit
and loss of the Company for that period;
c) the Directors took proper and sufficient care for the maintenance of
proper and adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) the annual accounts are prepared on a going concern basis
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESARCH AND DEVIOPMENT
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pursuant to Section 217 (1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the report
of the Board of Director) Rules, 1988 regarding Conservation of Energy,
Technology Absorption, Research &. Development and Foreign Exchange
earning & outgo are given in Annexure-A which forms part of Directors''
Report.
PARTICULARS OF EMPLOYEES
There were no employees covered under Section 217 (2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975 as amended. Hence no particulars are given herewith.
CORPORATE GOVERNANCE
The Management Discussion and Analysis, Report on Corporate Governance
along with the Compliance Certificate of the auditors as required under
the Listing Agreement are annexed and forming part of this report.
DEPOSITORY SYSTEM
As the members are aware, your Company''s shares are tradable
compulsorily in electronic form and your Company has established
connectivity with both the Depositories i.e. National Securities
Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL). In view of the numerous advantage offered by the
Depository System, members are requested to avail the facility of
Dematerialization of the Company''s shares on either of the Depositories
as aforesaid.
AUDITORS
M/s Nyati Mundra & Co., Chartered Accountants and M/s Jagdish Rathi &
Associates, Chartered Accountants, the Joint Statutory Auditorsofthe
Company hold office until the conclusion of the ensuing Annual General
Meeting and are recommended for re-appointment. The company has
received a Certificate from them that their re-appointment, if made,
would be within the prescribed
limitsundersection224(lB)oftheCompaniesAct, 1956.
AUDITORS'' REPORT
The Notes to the Accounts referred to in the Auditors'' Report are self
explanatory and therefore, do not call for any further explanation
under section 217(3) of the Companies Act,19S6.
ACKNOWLEDGMENT
Your Directors would like to place on record their appreciation for
co-operation and support extended by State Bank of Bikaner & Jaipur,
HDFC bank Ltd, Tata capital Ltd and Share holders. They also record
their appreciation of the devoted services rendered by Staff members
and Workman of the company.
Forand on behalf of the Board
Place: Chittorgarh Capt. S.K.Inani Nand Lai Inani
Date : 30.05.2013 (Managing Director) (Chairman)
Mar 31, 2011
The Directors have pleasure in presenting their 17th Annual Report and
the Audited Accounts for the Financial Year ended 31st March 2011.
WORKING RESULTS: ( Rupees in lacs )
2010-2011 2009-2010
Sales & Income from operations 4538.09 3535.03
Profit from operations 965.69 673.47
Other Income 27.86 7.05
Profit before Interest, Dep. & Taxes 993.56 680.51
Interest 185.48 135.65
Depreciation 284.36 177.68
Profit Before Tax 523.72 367.18
Provision for Taxation including FBT 104.38 74.64
Provision for Deferred Tax (20.21) (9.51)
Profit After Tax 439.55 302.05
Balance of Profit brought forward 1172.76 870.71
Balance Available For Appropriations 1562.26 1172.76
Proposed Dividend on Equity Shares 32.53 32.53
Corporate Tax on Dividend Distribution 5.52 5.52
Amount Transferred to General Reserve 12.00 12.00
Balance carried forward to Balance Sheet 1512.21 1122.70
DIVIDEND & TRANSFER TO GENERAL RESERVE:
Your directors have recommended a dividend of Rs. 1.00/- per equity
share (Previous year Rs. 1.00/- per equity share) which amounts to Rs.
32.53 Lacs i.e. 10% of the paid-up capital for the year ended 31st
March, 2011, Subject to approval of the shareholders at the ensuing
Annual General Meeting of the Company. The total outflow due to
dividend payment for the current year will be Rs. 38.05 Lacs which
includes dividend distribution tax of Rs. 5.52 Lacs.
Your directors propose to transfer the amount of Rs. 12.00 Lacs
(Previous year 12.00 Lacs) to the General Reserve, having regard to the
requirements of Section 205 (2A) of the Companies Act, 1956 and with
reference to the Companies(Transfer of profits to Reserve) Rules, 1975.
OPERATIONS & FUTURE OUT LOOK:
The Turnover of the company has increased by 28.37 % and profit before
tax increased by 42.63% in comparison to previous year. Turnover of the
Company was increased mainly due to execution of Material handling work
and Full Year working of EOU unit.
DEPOSITS
The Company has not accepted any deposits from the Public during the
year under review.
FINANCE
The Company has taken Loan of Rs. 179.50,123.52 & 41.62 Lacs from
Systematic Securities Ltd, Tata Capital Ltd and ICICI Bank Ltd.
respectively during the year. Company is regular in payment of
Installment and Interest on Loan Taken earlier from State bank of
Bikaner & Jaipur, HDFC Bank Ltd ,Tata Capital Ltd and ICICI Bank Ltd.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Shri Nand Lai Inani and Shri
Prem Naryan Sharma retire by rotation, being eligible and have offered
themselves for re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 217(2AA) of the Companies
Act , 1956 in relation to financial statements for the year under
review, the Directors State that:
a) the annual accounts have been prepared by following the applicable
accounting standards together with proper explanation relating to
material departures, if any;
b) the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year 2010-11 and of the profit
and loss of the Company for that period :
c) the Directors took proper and sufficient care for the maintenance of
proper and adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities ;
d) the annual accounts are prepared on a going concern basis
DISCLOSURE OF SPECIAL PARTICULARS:
Information as per 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 for the year ended 31st March, 2011 is given
below :
A. CONSERVATION OF ENERGY:
The Company's operations do not involve substantial consumption of
energy in comparison to cost of production. Wherever possible, energy
conservation measures have been implemented.
B. TECHNOLOGY ABSORPTION:
The company has neither purchased nor imported any technology within
India.
PARTICULARS OF EMPLOYEES
There were no employees covered under Section 217 (2A) of the Companies
Act , 1956, read with the Companies (Particulars of Employees ) Rules
,1975 as amended. Hence no particulars are given herewith.
CORPORATE GOVERNANCE
The Management Discussion and Analysis, Report on Corporate Governance
along with the Compliance Certificate of the auditors as required under
the Listing Agreement are annexed and farming part of this report.
DEPOSITORY SYSTEM
As the members are aware, your Company's shares are tradable
compulsorily in electronic form and your Company has established
connectivity with both the Depositories i.e. National Securities
Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL). In view of the numerous advantage offered by the
Depository System, members are requested to avail the facility of
Dematerialization of the Company's shares on either of the Depositories
as aforesaid.
AUDITORS
M/s Nyati Mundra & Co., Chartered Accountants and M/s Jagdish Rathi &
Associates, Chartered Accountants, the Joint Statutory Auditors of the
Company hold office until the conclusion of the ensuing Annual General
Meeting and are recommended for re- appointment. The company has
received a Certificate from them that their re-appointment, if made,
would be within the prescribed limits under section 224 (1B) of the
Companies Act, 1956.
AUDITORS' REPORT
The Notes to the Accounts referred to in the Auditors' Report are self
explanatory and therefore, do not call for any further explanation
under section 217(3) of the Companies Act, 1956.
ACKNOWLEDGMENT
Your Directors would like to place on record their appreciation for
co-operation and support extended by State Bank of Bikaner & Jaipur,
HDFC bank Ltd, Tata capital Ltd and Share holders. They also record
their appreciation of the devoted services rendered by Staff members
and Workman of the company.
For and on behalf of the Board
Place : Chittorgarh Capt. S.K.Inani Nand Lai Inani
Date : 30.05.2011 (Managing Director) (Chairman)
Mar 31, 2009
The Directors have pleasure in presenting their 15th Annual Report and
the Audited Accounts for the Financial Year ended 31st March 2009.
WORKING RESULTS : ( Rupees in lacs )
2008-2009 2007-2008
Sales & Income from operations 2306.91 1957.43
Profit from operations 226.96 243.20
Other Income 87.37 10.82
Profit before Interest, Dep. & Taxes 314.33 254.02
Interest 10.66 6.34
Depreciation 62.44 76.97
Profit Before Tax 241.23 170.71
Provision for Taxation including FBT 86.43 67.74
Provision for Deferred Tax (4.17) (9.82)
Profit After Tax 158.97 112.79
Balance of Profit brought forward 761.78 699.05
Balance Available For Appropriations 920.75 811.84
Proposed Dividend on Equity Shares 32.53 32.53
Corporate Tax on Dividend Distribution 5.52 5.53
Amount Transferred to General Reserve 12.00 12.00
Balance carried forward to Balance
Sheet 870.70 761.78
DIVIDEND & TRANSFER TO GENERAL RESERVE
Your directors have recommended a dividend of Rs. 1.00/- per equity
share (Previous year Rs. 1.00/- per equity share) which amounts to Rs.
32.53 Lacs i.e. 10% of the paid-up capital for the year ended 31st
March, 2009, Subject to approval of the shareholders at the ensuing
Annual General Meeting of the Company.The total outflow due to dividend
payment for the current year will be Rs. 38.05 Lacs which includes
dividend distribution tax of Rs. 5.52 Lacs.
Your directors propose to transfer the amount of Rs. 12.00 Lacs
(Previous year 12.00 Lacs) to the General Reserve , having regard to
the requirements of Section 205 (2A) of the Companies Act, 1956 and
with reference to the Companies (Transfer of profits to Reserve) Rules,
1975.
OPERATIONS & FUTURE OUT LOOK
The Turnover of the company has increased by 17.85 % however profit
before tax incresed by 41.31% the Company has achieved export turnover
of Rs. 1752.91 Lacs, as compared to Rs 1242.27 Lacs in previous year.
Your directors are hopeful for much better performance and results
during the current year.
ESTABLISHMENMT OF 100% E.O.U.
To increase the export of the products, a new industrial undertaking in
the name of Inani Marble & Granites (100% E.O.U) set up at Mataji Ki
Pandoli,Tehsil & District-Chittorgarh. Company has taken Term Loan of
Rs. 810 Lacs from State Bank of Bikaner & Jaipur for Set up of new unit
.During
the year under review ,your Company has regularly paid the principal
and interest to the term lender and there has been no default towards
them. The Company has Commenced Commercial production at above unit
during the Month of March.
DEPOSITS
The Company has not accepted any deposits from the Public during the
year under review.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Shri Nand Lal Inani and Shri
Prem Naryan Sharma retire by rotation, being eligible and have offered
themselves for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act , 1956 in relation to financial statements for the year under
review, the Directors State that:
a) the annual accounts have been prepared by following the applicable
accounting standards together with proper explanation relating to
material departures, if any;
b) the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year 2008-09 and of the profit
and loss of the Company for that period :
c) the Directors took proper and sufficient care for the maintenance of
proper and adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) the annual accounts are prepared on a going concern basis
DISCLOSURE OF SPECIAL PARTICULARS
Information as per 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 for the year ended 31st March , 2009 is given
below:
A. CONSERVATION OF ENERGY :
The Companys operations do not involve substantial consumption of
energy in comparison to cost of production. Wherever possible, energy
conservation measures have been implemented.
B. TECHNOLOGY ABSORPTION :
The company has neither purchased nor imported any technology within
India.
C. FOREIGN EXCHANGE EARNINGS AND OUT GO :
( Rs. In Lacs )
Year Ending Year Ending
31.3.2009 31.3.2008
Foreign Exchange Earnings : 1752.91 1242.27
Foreign Exchange used : 479.17 57.88
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors confirm that:
(i) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
to material departures.
(ii) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company as at 31st March, 2009 and of the profit of the company
for the year ended on that date;
(iii) 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;
(iv) The Directors have prepared the annual accounts on a going concern
basis.
PARTICULARS OF EMPLOYEES
There were no employees covered under Section 217 (2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees ) Rules
,1975 as amended. Hence no particulars are given herewith.
CORPORATE GOVERNANCE
The Management Discussion and Analysis, Report on Corporate Governance
along with the Compliance Certificate of the auditors as required under
the Listing Agreement are annexed and fanning part of this report.
DEPOSITORY SYSTEM
As the members are aware, your Companys shares are tradable
compulsorily in electronic form and your Company has established
connectivity with both the Depositories i.e. National Securities
Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL). In view of the numerous advantage offered by the
Depository System, members are requested to avail the facility of
Dematerialization of the Companys shares on either of the Depositories
as aforesaid.
AUDITORS
M/s Nyati Mundra & Co. Chartered Accountants M/s Jagdish Rathi &
Associates, Chartered Accountants, the Joint Statutory Auditors of the
Company hold office until the conclusion of the ensuing Annual General
Meeting and are recommended for re-appointment. The company has
received a Certificate from them that their re-appointment, if made,
would be within the prescribed limits under section 224 (IB) of the
Companies Act, 1956.
AUDITORS REPORT
The Notes to the Accounts referred to in the Auditors Report are self
explanatory and therefore, do not call for any further explanation
under section 217(3) of the Companies Act, 1956.
ACKNOWLEDGMENT
Your Directors would like to place on record their appreciation for
co-operation and support extended by State Bank of Bikaner & Jaipur and
Share holders. They also record their appreciation of the devoted
services rendered by Staff members and Workman of the company.
For and on behalf of the Board
Sd/- Sd/-
Place : Chittorgarh Capt. S.K.Inani Nand Lal Inani
Date : 30.06.2009 (Managing Director) (Chairman)
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