To the Members,
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 Company's performance for the year under review and those
of the previous year
are as follows:-
(Rupees in Lacs)
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 company's paid up Equity Share Capital is in dematerialized form as on
31st March, 2023 and balance 2.55% 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 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 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 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 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 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
ANNUAL RETURN
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 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, 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 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 2022-23 as required
under Section 204 of the Companies Act, 2013 and Rules made there under.
The Secretarial Auditors' 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 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 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 |