To the Members
Your Directors have pleasure in presenting the 27th Annual Report onthe affairs of the Company along with the Audited Financial Statement for the FinancialYear ended 31st March 2021.
The Financial Results of the Company's performance for the yearunder review and those of the previous year are as follows:-
(Rupees in Lacs)
|Particulars ||2020-21 ||2019-20 |
|Revenue from operations ||6056.57 ||3191.88 |
|Profit before Interest Dep. & Taxes ||744.91 ||388.97 |
|Interest ||238.19 ||177.33 |
|Depreciation ||301.73 ||258.53 |
|Profit Before Tax ||204.99 ||(46.89) |
|Provision for Taxation ||12.69 ||7.82 |
|Provision for Deferred Tax ||40.18 ||(23.41) |
|Profit for the year ||152.12 ||(31.30) |
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 thefinancial year 2020-21. The dividend if approved and declared in the forthcoming AnnualGeneral meeting would result the total outflow towards on Equity Shares for the year wouldbe Rs. 7.44 Lacs.
The dividend will be paid to members whose names appear in the Registerof Members as on 23rd September2021; 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.
IMPACT OF COVID-19 PANDEMIC
With the wholehearted support from all our employees suppliers andchannel partners we managed to serve our domestic as well as international customers andensured growth in our business. Measures on continuous engagement with our employeesfacilitated us in safeguarding our workforce and their family members from the Covid-19impact. We at the Board level are very appreciative of the support offered by the teamand their family members. Without their commitment and support we would not have beenable to successfully adapt to the newer ways of working during the year. We areintensifying our efforts in managing the Covid-19 situation in view of the intensity ofthe ongoing second wave. We are cautious and yet hopeful that our efforts in thisdirection will help us in managing the safety of all our relevant stakeholders and serveour customers with limited disruption.
In spite of challenges posed by COVID-19 pandemic Company hasregistered better Revenue and Profit. The Revenue from Operations during the year underreview is 6056.57 Lacs as compare to 3191.88 Lacs in the previous year .The performancewas improve due to significant increase in demand of companies products in internationalmarket and full year working of quartz slabs unit which commence production in the monthof February 2020.
TRANSFER TO RESERVES
The Board of Directors has decided to transfer Rs. 12.00 Lacs inGeneral Reserve and retain the balance amount of profits for 2020-21 in profit and lossaccount.
The paid-up share capital of your company increased by 46.75 Lacs to372.00 Lacs during the year under review. The Board of Director of the Company hasallotted 2337500 Equity Shares of 2/- face value each fully paid up at a price of 15/-(Share Premium at the rate of 13/- per share) to the Promoter(s) of the Company onpreferential basis on 01st February 2021. These shares have been listed with BSE andunder Lock-in period of three years.
The Company has not accepted any deposits from the Public during theyear under review.
The Company has taken Loans from Bank of Baroda and Kotak Mahindra BankLtd. during the year. Company is regular in payment of Installment and Interest on Loantaken from Kotak Mahindra Bank Ltd. Bank of Baroda and ICICI Bank Ltd.
The Company is committed to maintain the high standards of CorporateGovernance. Your Directors adhere to the requirements set out in Companies Act 2013 andthe SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 and haveimplemented all the prescribed requirements. In pursuant to Regulation 34 (3) of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 the Reports onCorporate Governance and Management Discussions & Analysis have been incorporated inthe Annual Report and form an integral part of the Board Report. A Certificate of theauditors are annexed and forming part of this report.
LISTING WITH STOCK EXCHANGE
The Company confirms that it has paid the Annual Listing Fees for theyear 2021-22 to BSE where the Company's Shares are listed.
DEMATERIALISATION OF SHARES
97.32% of the company's paid up Equity Share Capital is indematerialized form as on 31st March 2021 and balance 2.68% is in physical form. TheCompany's Registrars are M/s Ankit Consultancy Pvt. Ltd. having their registeredoffice at Plot No. 60 Electronic Complex Pardeshipura Indore -452001 (MP).
In accordance with the provision of the Companies Act 2013 Shri HarishInani (DIN 00219679) retire from the Board of Director by rotation and being eligibleoffer himself for reappointment in ensuing Annual General Meeting.
Shri Anuj Inani (DIN 08034302) was appointed as Additional Director ofthe Company by the Board of Directors at its meeting held on 30.06.2020 to hold officeupto the date of ensring Annual General Meeting of the Company. He was also appointed asWhole Time Director of the Company w.e.f. 30.12.2020 for a period of five years in the26th Annual General Meeting held on 30.12.2020.
No other changes have been taken place in composition of Board ofDirectors and Key Managerial Personnel of the Company during the year under review.
All Independent Directors of the Company have confirmed that they arecomplying with the requirement of Section 149(6) of the Companies Act 2013 and applicableprovisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (3)c read with section134(5) of the Companies Act 2013 in relation to financial statements for the year underreview the Directors State that :
a) the annual accounts for the year ended 31st March 2021 have been prepared byfollowing the applicable accounting standards together with proper explanation relating tomaterial 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 2020-21and 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 DEVLOPMENTAND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pursuant to Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 regarding Conservationof 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 theBoard of Directors of your Company have constituted a CSR Committee of the Board hasdeveloped a CSR policy under Health Care activity which is enclosed as part of this reportAnnexure B
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 and the Regulation 22 of the SEBI (listing Obligations &Disclosure Requirements) Regulation 2015 a Vigil Mechanism for directors and employees toreport genuine concerns has been established .The Vigil Mechanism Policy has been uploadedon 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 andSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 the Board ofDirectors have approved Nomination Remuneration & Evaluation Policy for appointmentremuneration & evaluation of the Directors Key Management Personnel & SeniorManagement Personnel. The details of the Nomination and Remuneration committeeNomination Remuneration & Evaluation Policy and Annual Evaluation carried out by theBoard of Directors are given in the Corporate Governance Report.
RELATED PARTY TRANSACTIONS
Related party transactions that were entered during the financial yearwere on an arm's length basis and were in the ordinary course of business. There wereno materially significant related party transactions with the Company's PromotersDirectors Management or their relatives which could have had a potential conflict withthe interest of the company. Transactions with related parties entered by the company inthe normal course of business are periodically placed before the Audit Committee for itsomnibus approval and the particulars of contracts entered during the year as per FormAOC-2 is enclosed as Annexure-C
The board of Director of the company has on the recommendation of theAudit Committee adopted a policy to regulate transactions between the Company and itsRelated Parties in compliance with the applicable provisions of the Companies Act 2013the Rules there under and the SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015. This Policy was considered and approved by the Board has been uploadedon the website of the company at www.inanimarbles.com under investors/policydocuments/Related Party Policy link.
The Company complies with all applicable mandatory secretarialstandards issued by the Institute of Company Secretaries of India.
LOAN GUARANTEE & INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There is no loan guarantee and investment made by the company duringthe financial year under review.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return pursuant to the provision of Section92 read with Rule 12 of the Companies (Management and administration) Rules 2014 in FormMGT-9 is annexed herewith as Annexure-D
PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES
Statement showing disclosures pertaining to remuneration and otherdetails 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) Rules2014 is enclosed as Annexure- E.
As the members are aware your Company's shares are tradablecompulsorily in electronic form and your Company has established connectivity with boththe Depositories i.e. National Securities Depository Limited (NSDL) and Central DepositoryServices (India) Limited (CDSL). In view of the numerous advantage offered by theDepository System members are requested to avail the facility of Dematerialization of theCompany's 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 meetingof Independent Directors were held. The dates on which board meeting were held are asfollow:
30th June 2020 31st August 2020 07th October 2020 13th November2020 30th November 2020 and 01st February 2021 01st February 2021 (Meeting ofIndependent Directors)
The Company has constituted Audit Committee Nomination &Remuneration Committee Stakeholders Relationship Committee and Corporate SocialResponsibility Committee of Directors. The details of these committees have been given inthe Corporate Governance Report which is integral part of the Board's Report.
HUMAN RESOURCE DEVELOPMENT
Industrial relations continued to be cordial during the period underreview. Your Company firmly believes that a dedicated work force constitutes the primarysource of sustainable competitive advantage. Accordingly human resource developmentreceived focused attention. The Company has in house skill training centre and imparts onthe job training to its manpower on continuous basis. Your Directors wish to place onrecord their appreciation for the dedicated services rendered by the work force during theyear under review.
M/s Giriraj Garg & Co. Chartered Accountants (Firm RegistrationNo. 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 AnnualGeneral Meeting till the conclusion of the 28th AGM.
The Statutory Auditors have confirmed their eligibility andqualification required under section 139 141 and other applicable provisions of theCompanies Act 2013 and Rules issued there under (including any statutory modification(s)or reenactment(s) thereof for the time being in force)
As regards the Auditors Report the points raised therein have beenexplained in the Notes to the Accounts and elsewhere in the Annual Report as suchDirectors have no further comments to offer.
Pursuant to provisions of Section 204 of the Companies Act 2013 readwith Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 your Company engaged the services of M/s Anil Somani & Associates CompanySecretary in Practice Bhilwara to conduct the Secretarial Audit of the Company for thefinancial year ended March 31 2021. The Secretarial Audit Report (in Form MR-3) isattached as Annexure-F to this Report. Company has complied with the provisions ofThe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 except ten minutes delay in submission of Outcome of BoardMeeting held on 30th June 2020 to Stock Exchange due to connectivity issue and intimationof closure of trading window for the quarter ended 31st March 2020 on 07th April 2020 toStock Exchange due to COVID 19 pandemic.
Pursuant to Section 138 of the Companies Act 2013 your directors haveappointed Mr. Manish Chhajed as an Internal Auditor of the Company for the Financial Year2021-22 and their report is reviewed by the audit committee from time to time.
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 theregulators or courts or tribunals which can impact the going concern status and Company'soperations in future.
There has been no change in the nature of business of the Company as on the date ofthis report.
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 Sexual Harassmentof Woman at Workplace (Prevention Prohibition and Redressal) Act 2013.
Your Directors would like to place on record their appreciation forco-operation and support extended by Customers Suppliers Shareholders Bankers Centraland State Governments. They also record their appreciation of the devoted servicesrendered by Staff members and Workman of the company.