To the Members
Your Directors have pleasure in presenting their 21st Annual Report and theAudited Accounts for the Financial Year ended 31st March 2015.
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(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 contained in Schedule ll(Refer Note 36) ||15.47 ||- |
|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 (Previousyear Rs. 1.00/- per equity share) which amounts to Rs. 32.53 Lacs i.e. 10% of the paid-upcapital for the year ended 31st March 2015 Subject to approval of theshareholders at the ensuing Annual General Meeting of the Company. The total outflow dueto dividend payment for the current year will be Rs. 39.15 Lacs which includes dividenddistribution tax of Rs. 6.62 Lacs.
The dividend will be paid to members whose names appear in the Register of Members ason 24th September 2015; 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 tosluggish demand of its product from Republic of China & Europe. Despite of sluggishdemand sales and income from operations were remain almost same level as compare to testyear however profit before tax was declined by 11.69% due to sluggish demand and enhancedcost of production. Your directors are hope full for better position in the year 2015-16as compare to the year under 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. 196.86 Lacs from ICICI Bank Ltd during the year.Company is regular in payment of Installment and Interest on Loan taken earlier from Statebank of Bikaner & Jaipur HDFC Bank Ltd Tata Capital Ltd and ICICI Bank Ltd.
As per clause 49 of the Listing Agreements entered into with the Stock Exchanges theManagement 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 2015-16 toBSE where the Company's Shares are listed. Delisting of Equity Share from Jaipur StockExchange Limited Jaipur Ahmedabad Stock Exchange Ahmedabad Madhya Pradesh StockExchange Indore are under process.
DEMATERIALISATION OF SHARES
94.91% of the company's paid up Equity Share Capital is in dematerialized form as on 31stMarch 2015 and balance 5.09% is in physical form. The Company's Registrars are M/s AnkitConsultancy Pvt. Ltd. having their registered office at Plot No. 60 Electronic ComplexPardesipura Indore - 452001 (MP).
In accordance with the provision of the Companies Act 2013 Shri Nand Lai Inani retirefrom the Board of Directors by rotation and being eligible offer themselves forreappointment in ensuing Annual General Meeting.
Further Shri Suresh Kumar Inani the existing managing director is proposed to bereappointed as a Managing Director for a term of five year as per provision of Sections196 197 and 203 and all other applicable provisions of the Companies Act 2013 read withSchedule 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 possessappropriate balance of skill expertise and knowledge and is qualified for appointment asindependent director and given declaration that she meet the criteria of independence aslaid down under section 149(6) of the Companies Act 2013 and Clause 49 of the ListingAgreement. . *
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 2015 have been preparedby following the applicable accounting standards together with " proper explanationrelating to 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 2014-15and 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-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 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 Act2013 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
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 asAnnexure-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 thereunderand the Listing Agreement. 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 (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) Rule1975 in respect of employees of the Company And Directorsis furnished hereunder:
|s. No. Name ||Designation ||Remuneration paid FY 2014-15 Rs.Lakhs ||Remuneration paid FY 201314 Rs.Lakhs ||Increase in remuneration from previous year Rs. Lakhs |
|1 Mr. Suresh Kumar Inani ||Managing Director (KMP) ||37.10 ||34.90 ||2.20 |
|2 Mr. Dinesh Kumar Inani ||Jt- Managing Director (KMP) ||18.00 ||17.70 ||0.30 |
|3 Mr. Bhupesh Ranka ||CFO (KMP) ||2.40 ||- ||- |
|4 Mr. Anil Jain ||CS (KMP) ||2.50 ||1.92 ||0.58 |
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 May2014 14th August2014 14th November201414th February 2015 and 27th March 2015 AUDITORS
M/s Nyati Mundra & Co. Chartered Accountants and M/s Mahesh C. Solanki & CoChartered Accountants the Joint Statutory Auditors of the Company hold office until theconclusion of the ensuing Annual General Meeting and are recommended for appointment.Subject to rectification of their appointment at every annual general meeting. M/s MaheshC. Solanki & Co. and M/s Nyati Mundra & Co. Chartered Accountants has undersection 14i of the Act furnished a certificate of its eligibility for re-appointment.
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 Anil Somani & Associates Company Secretary inPractice Bhilwara to conduct the Secretarial Audit of the Company for the financial yearended March 31 2015. The Secretarial Audit Report (in Form MR-3) is attached asAnnexure-E to this Report.
Your Directors would like to place on record their appreciation for co-operation andsupport extended by State Bank of Bikaner & Jaipur HDFC bank Ltd ICICI Bank LtdTata capital Ltd and Share holders. They also record their appreciation of the devotedservices 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 N0.00219702 ||DIN NO.00322889 |