To the Members
Your Directors have pleasure in presenting their 23rd Annual Report andthe Audited Accounts for the Financial Year ended 31st March 2017.
| || ||(Rupees in Lacs) |
|Financial Result ||2016-17 ||2015-16 |
|Sales & Income from operations ||4490.48 ||5124.11 |
|Profit from operations ||695.49 ||895.51 |
|Other Income ||39.26 ||47.95 |
|Profit before Interest Dep. & Taxes ||734.75 ||943.46 |
|Interest ||213.80 ||266.57 |
|Depreciation ||273.71 ||296.08 |
|Profit Before Tax ||247.24 ||380.81 |
|Provision for Taxation ||73.06 ||117.24 |
|Provision for Deferred Tax ||8.69 ||8.35 |
|Profit After Tax ||165.49 ||255.22 |
|Balance of Profit brought forward ||3606.30 ||3382.65 |
|Balance Available For Appropriations ||3771.79 ||3637.87 |
|Adjustment Related to Transiotinal provision contained in Schedule II(Refer Note 36) ||- ||- |
|Proposed Dividend on Equity Shares ||6.51 ||16.26 |
|Corporate Tax on Dividend Distribution ||1.32 ||3.31 |
|Amount Transferred to General Reserve ||12.00 ||12.00 |
|Balance carried forward to Balance Sheet ||3751.96 ||3606.30 |
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 @ 5% on paid up value of Rs. 10/- each i.e. Rs.0.50 per Equity share) for the year ended 31st March 2017 Subject to approvalof the shareholders at the ensuing Annual General Meeting of the Company. The totaloutflow due to dividend payment for the current year will be Rs. 7.83 Lacs which includesdividend distribution tax of Rs 1.32 Lacs.
The dividend will be paid to members whose names appear in the Register of Members ason 21st September 2017; in respect of share held in dematerialized form itwill be paid to members whose names are furnished by National Securities Depository andCentral 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 tooverall recession in the construction industries. Sales and income from operations wasdecline by 12.37% and 22.34% respectively during the year as compare to last year. Yourdirectors are hope full for better position in the year 2017-18 as compare to the yearunder review due to better realization and capacity utilization.
The Company has not accepted any deposits from the Public during the year under review.
The Company has taken Loan of Rs. 53.10 Lacs from ICICI Bank Ltd during the year.Company is regular in payment of Installment and Interest on Loan taken earlier from Statebank of India and ICICI Bank Ltd.
As per Regulation 34 of the Listing Regulation entered into with the Stock Exchangesthe Management Discussion and Analysis Report on Corporate Governance along with theCompliance 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 2017-18 toBSE where the Company's Shares are listed. Delisting of Equity Share from Ahmedabad StockExchange Ahmedabad is under process.
DEMATERIALISATION OF SHARES
95.12% of the company's paid up Equity Share Capital is in dematerialized form as on 31stMarch 2017 and balance 4.88% is in physical form. The Company's Registrars are M/s AnkitConsultancy Pvt. Ltd. having their registered office at Plot No. 60 Electronic ComplexPardeshipura Indore -452001 (MP).
In accordance with the provision of the Companies Act 2013 Shri Rajesh Kumar Inani andShri Dinesh Kumar Inani retire from the Board of Directors by rotation and being eligibleoffer themselves for reappointment in ensuing Annual General Meeting.
Further Mrs. Vandana Balmukund Gattani and Shri Mukesh Logad who is proposed to beappointed as Independent Director possess appropriate balance of skill expertise andknowledge and is qualified for appointment as independent director and given declarationthat they meet the criteria of independence as laid down under section 149(6) of theCompanies Act 2013 and Regulation 16(1) (b) of the listing regulation.
Shri Mahesh Kumar Inani who is proposed to be appointed as Joint Managing Directorpossess appropriate balance of skill expertise and knowledge and is qualified forappointment as Joint Managing Director under section 196 197 and 203 read with schedule Vof Companies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 inrelation to financial statements for the year under review the Directors State that :
a) the annual accounts for the year ended 31st March 2017 have been preparedby following the applicable accounting standards together with proper explanation relatingto material departures if any;
b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year 2016-17and of the profit and loss of the Company for that period :
c) the Directors took proper and sufficient care for the maintenance of proper andadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother 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 andwere operating effectively.
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION RESARCH AND DEVLOPMENT AND FOREIGNEXCHANGE EARNINGS AND OUTGO
The information pursuant to Section 134(3) (m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 regarding Conservation of EnergyTechnology Absorption Research & Development and Foreign Exchange earning & outgoare given in Annexure-Awhich forms part of Directors' Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of section 135 and Schedule VII of the Companies Act 2013 the Board ofDirectors of your Company have constituted a CSR Committee of the Board has developed aCSR policy under Health Care activity which is enclosed as part of this report Annexure- B.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the company atwww.inanimarbles.com
NOMINATION REMUNERATION & EVALUATION POLICY
In pursuant to provisions of section 178 of the Companies Act 2013 and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 the Board of Directors haveapproved Nomination Remuneration & Evaluation Policy for appointment remuneration& evaluation of the Directors Key Management Personnel & Senior ManagementPersonnel. The details of the Nomination and Remuneration committee NominationRemuneration & Evaluation Policy and Annual Evaluation carried out by the Board ofDirectors are given in the Corporate Governance Report.
RELATED PARTY TRANSACTIONS
Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. There were no materiallysignificant related party transactions with the Company's Promoters Directors Managementor their relatives which could have had a potential conflict with the interest of thecompany Transactions with related parties entered by the company in the normal course ofbusiness are periodically placed before the Audit Committee for its omnibus approval andthe 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 Committeeadopted a policy to regulate transactions between the Company and its Related Parties incompliance with the applicable provisions of the Companies Act 2013 the Rules there underand the Listing Regulations. This Policy was considered and approved by the Board has beenuploaded on the website of the company at www.inanimarbles .com under investors/policydocuments/Related Party Policy link.
LOAN GUARANTEE & INVESTMENT BY COMPANY
There is no loan guarantee and investment made by the company during the financial yearunder review.
EXTRACT OF ANNUAL RETURN
The detail forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith 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 Directorsis furnished hereunder:
|Name ||Designation ||Remuneration paid FY 2016-17 ||Remuneration paid FY 2015-16 ||* Decrease in remuneration from previous year |
| || ||Rs. Lakhs ||Rs. Lakhs ||Rs. Lakhs |
|1 Mr. Suresh Kumar Inani ||Managing Director (KMP) ||19.25 ||37.30 ||(18.05) |
|2 Mr. Dinesh Kumar Inani ||Jt. Managing Director (KMP) ||10.50 ||20.40 ||(9.90) |
|3 Mrs. Tushita Sisodia ||CS ||1.20 ||1.60 ||- |
|4 Mr. Nitin Kumar Nyati (Upto 17th October 2016) ||CFO ||1.66 ||1.84 ||- |
|5 Mr. Rishi Raj Inani (w.e.f. 14.11.2016) ||CFO ||2.26 ||- ||- |
* Due to decline in profit company has not paid any commission to the directors.
As the members are aware your Company's shares are tradable compulsorily in electronicform 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 Systemmembers are requested to avail the facility of Dematerialization of the Company's shareson 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 whichboard meeting were held are as follow: 30th May 2016 13th August2016 17th October 2016 14th November 2016 and 14thFebruary 2017
As per Section 139 of the Companies Act 2013 M/s Nyati Mundra & Co. CharteredAccountants and M/s Mahesh C. Solanki & Co Chartered Accountants retires asStatutory Auditors of the Company. Your Board places on record their appreciation for theservices provided by M/s Nyati Mundra & Co. Chartered Accountants and M/s Mahesh C.Solanki & Co Chartered Accountants as Statutory Auditor of the Company for over adecade. Based on the recommendations of the Audit Committee and upon review ofconfirmations of satisfaction of criteria as specified in Section 141 of the CompaniesAct 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014 your Boardhad subject to approval of the Members at the ensuing Annual General Meeting approvedappointment of 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 as Statutory Auditors of the Company in place of retiring Statutory Auditors M/sNyati Mundra & Co. Chartered Accountants and M/s Mahesh C. Solanki & CoChartered Accountants. A proposal seeking Members approval for appointment of M/s GirirajGarg & Co. Chartered Accountants and M/s B K Dad & Associates CharteredAccountants as Statutory Auditors of the Company until conclusion of 28thAnnual General Meeting to be held in the year 2022 subject to ratification byShareholders at every AGM forms part of the Notice of ensuing Annual General Meeting.
As regards the Auditors Report the points raised therein have been explained in theNotes to the Accounts and elsewhere in the Annual Report as such Directors have nofurther comments to offer.
Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of M/s R K Jain & Associates Company Secretary inPractice Bhilwara to conduct the Secretarial Audit of the Company for the financial yearended March 312017. The Secretarial Audit Report (in Form MR-3) is attached as Annexure-Eto this Report.
Details about risk management have been given in the Management Discussions& Analysis.
The Company does not have any subsidiaryjoint venture & associate company.
There is no significant and material orders has been passed during the year bythe regulators or courts or tribunals which can impact the going concern status andCompany's operations in future.
The Company is having adequate Internal Financial Control with reference to theFinancial Statements.
During the year the Company has not received any complaint under the SexualHarassment of Woman at Workplace (Prevention Prohibition and Redressal) Act 2013.
Your Directors would like to place on record their appreciation for co-operation andsupport 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 Staffmembers and Workman of the company.
| || ||For and on behalf of the Board |
|Place: Chittorgarh ||Capt. S.K.Inani ||Mahesh Kumar Inani |
|Date : 06.06.2017 ||(Managing Director) ||(Director) |
| ||DIN NO.00219702 ||DIN NO. 00322735 |