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Jain Marmo Industries Ltd.

BSE: 539119 Sector: Others
NSE: N.A. ISIN Code: INE780Q01015
BSE 00:00 | 10 Dec Jain Marmo Industries Ltd
NSE 05:30 | 01 Jan Jain Marmo Industries Ltd
OPEN 13.20
PREVIOUS CLOSE 13.20
VOLUME 100
52-Week high 14.30
52-Week low 12.59
P/E 110.00
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 13.20
CLOSE 13.20
VOLUME 100
52-Week high 14.30
52-Week low 12.59
P/E 110.00
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jain Marmo Industries Ltd. (JAINMARMOINDS) - Director Report

Company director report

Dear Members

Your Directors have pleasure on presenting the 37th Annual report on the business andoperations of the company and the audited Statement of Accounts for the period from 1stApril 2017 to 31st March 2018.

Financial Results

The Company's financial performance for the year ended March 31 2018 is summarizedbelow:

Rs. In Lacs
Particulars 2017-18 2016-17
Revenue from Operations 349.12 526.52
Other Income 1.44 11.73
Total Revenue 350.56 538.26
Profit before tax 1.87 12.08
Less : Current Tax 2.03 5.00
Deffered Tax (6.83) (0.98)
Profit after Tax 6.67 8.06
Other Comprehensive Income 0.74 (0.54)
Total Comprehensive Income For the Year 7.41 7.52
Balance brought forward from the previous year 75.44 71.59
Appropriation - -
Transfer to General Reserve - -

1. Dividend

The Board of Directors of your Company are of the view that financial resources of theCompany be conserved and judiciously utilized for further growth of your Company. TheBoard therefore decided not to recommend any dividend for the Financial Year 2017-18.

2. State of the Company Affairs Sales Income

Sales Income for the year ended 31st March 2018 amounted to 350.56 lacs as against538.26lacs for the previous year. Sales were affected largely due to the buyers postponingtheir decision to buy homes as awaiting the new RERA implementation. The Managementhowever views this phenomenon as a short term blip and is optimistic of growth at a fasterrate in the years to come looking to the buoyancy in the market sentiments and attractivereal estate prices.

Profits

The Company has earned Profit after tax of 6.67lacs for the year ended 31st March2018as against 8.06 lacs for the previous year. Yours share in the Company now commands ahealthy book value of 12.65and the EPS stands at 0.21per share for the year 2017-2018.

3. BUSINESS OVERVIEW

Your Company continues to maintain its reputation as one of the most reputedmanufacturers & providers of choicest and exclusive range of Indian & ImportedMarbles. The Company has strived to innovate in technology and marketing and has evolvedaccepting the changing customer demands and aspirations.

Aggressive marketing and rational utilization of resources by the management of theCompany has been an ongoing process as usual.

The Company has visualized on many uncharted territories in terms of creating a betterfuture for itself in terms of new products and a wider range of colors and the Company iswell positioned to capture benefits of the upturn.

Customer Relationships

Your Company believes that strengthening the relationships with its existing clients isas important as adding new names to its clientele. The Company has been exploring newopportunities with its existing clients and has also widened its client base bothgeographically and numerically during the year under review and hopes to further expand itwith the introduction of e-commerce facility on its website in the coming years. TheCompany has also gained and maintained a reputation for importing and distributing onlythe highest quality stone while providing clients with personalized detailed attention inselecting the right material for their projects.

Personnel & Performance

Your Company has been able to develop an environment which is conducive to high growthand performance a work culture that encourages meritocracy and rewards high performers inan adequate and fair manner.

4. CURRENT YEAR

The growth led by strong urbanization and continued industrialization trends and theresulting rise in residential and infrastructure construction activity inour economy.There is a promising growth of our company with such developments in our business sector.

Your Directors are optimistic that on the basis of inquiries generated and seriousnessdemonstrated by the Government for the development of housing and infrastructure industrydemand for imported marble and Indian marbles would show an incremental growth.

The Management is fully equipped to take the opportunity of any upsurge in demand andcapturing a major share of the incremental market demand. The Sales team is on high alertfor scouting all new and existing opportunities as regards to big projects and retaildemand as well.

5. Material changes and commitment if any affecting the financial position of thecompany occurred between the end of the financial year to which this financial statementsrelate and the date of the report.

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.

6. Details of Significant and Material Orders Passed By The Regulators CourtsTribunals Impacting The Going Concern Status and Company's Operations In Future.

No significant or material orders have been passed against the company by theRegulators or Courts or Tribunals which impacts the going concern status and Company'soperations in future.

7. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in "Annexure- A" and is attached to this report.

8. Statement Concerning Development and Implementation of Risk Management Policy of TheCompany

The Company has placed a business risk management framework for identifying risks andopportunities that may have a bearing on the organization's objectives assessing them interms of likelihood and magnitude of impact and determining a response strategy. YourCompany follows well established and detailed risk assessment and minimization procedureswhich are periodically reviewed by the Board.

The Company has laid down a well-defined risk management mechanism covering riskmapping risk exposure and risk mitigation process. The

Company's Risk Management Policy has been developed to include various categories suchas Human Resources Financial Business Processes and Systems Strategy CorporateGovernance and Compliance and Information Security.

A detailed exercise has been carried out to identify evaluate manage and monitor therisks which shall help the Company to take pro-active decisions and avoid all financialimplications. The Board periodically reviews the risks and suggests steps to be taken tocontrol and mitigate the same through a properly defined framework.

The risk management includes identifying types of risks and its assessment riskhandling and monitoring and reporting. Further the Board ensures risk reporting andupdates risk policy compliances and provide overall guidance and support to business riskowners.

9. Details of Policy Developed and Implemented by the Company on Its Corporate SocialResponsibility Initiatives:

Corporate Social Responsibility is not applicable to our company because the companynot having net worth of rupees five hundred crore or more or turnover of rupees onethousand crore or more or a net profit of rupees five crore or more during any financialyear 2017-18.

10. Details of Nomination and Remuneration Policy U/S 178(3)

Nomination and Remuneration Committee has formulated a policy relating to theremuneration for the directors KMPs and other employees. The detail of same as availableat the website of our company at www.jainmarmo.com

11. Particulars of Loans Guarantees or Investments Made Under Section 186 of TheCompanies Act 2013

The details of the Loans Guarantees or Investments made under Section 186 of theCompanies Act 2013 by the Company to other Body Corporate or persons are given in notesto the financial statements.

12. Particulars of Contracts or Arrangements Made With Related Parties

All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business. Since the provisions of Section 188of the Companies Act 2013 are not attracted the disclosure in Form AOC- 2 is notrequired. Further there are no material related party transactions as defined in theListing Agreement during the year under review with the Promoters Directors or KeyManagerial Personnel.

All Related Party Transactions are placed before the Audit Committee for its perusaland recommendation to the Board.

The Policy on Related Party Transactions as approved by the Board of Directors hasbeen uploaded on the website of our company at www.jainmarmo.com.

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's lengthbasis:-Jain Marmo Industries Limited ( the company) has not entered into any contract/ arrangement/transaction with its related parties which is not in ordinary course ofbusiness or at arms length during FY 2017-18. The company has laid down policies andprocesses / procedures so as to ensure compliance to the subject section in the CompaniesAct2013 ("ACT")and the corresponding Rules in addition the process goesthrough internal and external checking. Following by quarterly reporting to the AuditCommittee.

SL. No. Particulars Details
a) Name (s) of the related party & nature of relationship N.A.
b) Nature of contracts/arrangements/transaction N.A.
c) Duration of the contracts/arrangements/transaction N.A.
d) Salient terms of the contracts or arrangements or transaction including the value if any N.A.
e) Justification for entering into such contracts or arrangements or transactions' N.A.
f) Date of approval by the Board N.A.
g) Amount paid as advances if any N.A.
h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188 N.A.

2. Details of contracts or arrangements or transactions at Arm's length basis:-

SL. No. Particulars Details
a) Name (s) of the related party & nature of relationship 1.Omega Marmo Stones Pvt
Ltd.
2. S.C.Jain & Bros.
3. Bhikshu Minerals Pvt Ltd.
4. Omega Stones
5. Jain Marbles
6. Shrish Marbles
b) Nature of contracts/arrangements/transaction Purchase / Sales
c) Duration of the contracts/arrangements/transaction N.A.
d) Salient terms of the contracts or arrangements or transaction including the value if any N.A.
e) Date of approval by the Board N.A.
f) Amount paid as advances if any N.A.

13. Particulars of Employees

The information required in accordance with Section 197 (12) of the Companies Act 2013read with Rule 5(1) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and forming part of the Boards' Report for the year ended 31stMarch 2018 can be accessed in the manner as provided in terms of Section 136 of theCompanies Act 2013. If any Member is interested in obtaining these particulars may writeto the Company Secretary at the Registered Office of the Company in this regard. The saiddisclosure is also available for inspection by members at the Registered Office of theCompany 21 days before the 37th Annual General Meeting and up to the date of the ensuingGeneral Meeting during the business hours on working days.

Further the Company has no person in its employment drawing salary of 60 lacs perannum or 5 lacs per month as defined under the provisions of Section 197 of the CompaniesAct 2013 read with Rule 5(2) and 3 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

Information as per Rule 5(1) of Chapter XIII Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014

i. The percentage increase in remuneration of each Director CFO & CompanySecretary during the financial year 2017-18 ratio of the remuneration of each Director tothe median remuneration of the employees of the Company for the financial year 2017-18andthe comparison of remuneration of each Key Managerial Personnel (KMP) against theperformance of the Company are as under:

S.No. Name of Director/KMP and Designation Remuneration of Director/ KMP for Financial Year 2017-18 ( Rs. in Lacs) % increase inRemuneration in the Financial Year 2017-18 Ratio of remuneration of each Director/ to median remunerationof employees Comparison of the Remuneration of the KMP against the performance of the Company
1 Sidharth Jain Managing Director 3.60 Nil 4.72:1 0.54
2 Sanjay Jain Whole time Director 9.00 Nil 11.81:1 1.35
3 Sandeep Jain Director 6.00 Nil 7.87:1 0.90
4 SandeepPorwal CFO 2.70 Nil 0. 40
5 Sachin Shah Company Secretary 2.76 Nil 0.41

ii. Percentage increase in the median remuneration of employees in the financial year2017-18 is about 6%

iii. Number of Permanent Employees on the payroll as on 31st March 2018 of the Companyare 14 (Fourteenonly)

iv. The average increase in remuneration is not based on Company`s performance alonebut also takes consideration other factors like market benchmark data the averageincreases being given by peer companies and overall budgetary impact within the Company.

v. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company: The remuneration of the Key Managerial Personnel was 6.86% ofthe total turnover of the company.

vi. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: The averageincrease was 6% for all employees who went through the compensation review cycle in theyear and for the managerial personnel the average percentage increase was Nil on the fixedand variable components. The compensation decisions for each year is taken after comparingthe salaries at various levels with benchmark data.

vii. The key parameters for any variable component of remuneration availed by theDirectors: The key parameters for variable components of remuneration to Directors ifany are the Company`s Profits After Tax EBIDTA Revenues.

viii. The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year: Not applicable as there is no employee getting paid more thanthe highest paid Director during the Current Financial Year.

ix. Affirmation that the remuneration is as per the remuneration policy of thecompany.: Your company affirms that the remuneration is as per the remuneration policy ofthe Company.

Notes: 1. Remuneration comprises basic salary allowances taxable value of perquisitesand Company's contribution to PF.

14. Explanation or Comments on Qualifications Reservations or Adverse Remarks orDisclaimers Made By The Practicing CompanySecretary In Their Reports:

There were no qualifications reservations or adverse remarks made either by theAuditors or by the Practicing Company Secretary in their respective reports.

15. Company's Policy Relating To Directors Appointment Payment of Remuneration AndDischarge of Their Duties

The Board has framed a Policy relating to appointment of Directors payment ofManagerial remuneration Directors' qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178 (3) of the CompaniesAct 2013 based on the recommendation of Nomination and Remuneration Committee. Thedetails of this Policy is explained in the Corporate Governance Report.

16. Evaluation of The Board's Performance

In compliance with the requirements of Section 134(3) (p) of the Companies Act 2013and SEBI (LODR) Regulations 2015 the performance of the Board was carried out during theyear under review. The Board was evaluated for its performance based on the followingfactors:

i. Attendance of Board Meetings and Committees;

ii. Contribution made to the Board discussions and future planning;

iii. Level of commitment to the stakeholders' interest;

iv. Initiatives towards the growth of the business and profitability;

v. Providing outlook view points and feedback taking the Company ahead beyondexpectations.

The evaluation involves Self-Evaluation by the Board Member and thereafter in thefollowing manner:

a. Individual Directors - The performance of the individual Directors' isevaluated by the Nomination and Remuneration Committee.

b. Board and Committees The Board evaluated its own performance and also of theCommittees taking into consideration the above mentioned factors. A member of the Boarddoes not participate in the discussion of his / her evaluation.

17. Extract of Annual Return

The extract of Annual Return (MGT 9) pursuant to the provisions of Section 92 read withRule 12 of the Companies (Management and administration) Rules 2014 is furnished in"Annexure C" and is attached to this Report.

18. Number of Board Meetings Conducted During The Year Under Review

The Company had Six (6) Board Meetings during the financial year under review. TheBoard Meetings were held in compliance with the Companies Act 2013.The details of thesame are provided in the Corporate Governance Report.

19. Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its Responsibility Statement:-

a. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

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 and ofthe profit and loss of the Company for that period;

c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts on a going concern basis; and

e. That proper internal financial control was in place and that the internal financialcontrols were adequate and were operating effectively.

f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and were operating effectively.

20. Management Discussion and Analysis Report

The Management Discussion and Analysis forms an integral part of this report and givesdetails of the overall industry structure market developments performance and state ofaffairs of Company's business during the financial year 2017-18.

21. Subsidiaries Joint Ventures and Associate Companies

The Company does not have any Subsidiary Joint venture or Associate Company.

22. Deposits

Your Company has not accepted any deposit within the meaning of provisions of Chapter Vof the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014for the year ended March 31 2018.

23. Depository System

The Company has entered into agreement with the National Securities Depository Limited(NSDL) as well as the Central Depository Services (India) Limited (CDSL) to enableshareholders to hold shares in a dematerialized form. The Company also offers simultaneousdematerialization of the physical shares lodged for transfer.

24. Disclosure Under Section 164(2) of The Companies Act 2013

The Company has received the disclosure in Form DIR 8 from its Directors beingappointed or re-appointed and has noted that none of the Directors are disqualified underSection 164(2) of the Companies Act 2013 read with Rule 14(1) of Companies (Appointmentand Qualification of Directors) Rules 2014.

25. Directors and Key Managerial Personnel Information

As per the provisions of Section 152 of the Companies Act 2013 Mr. Sandeep Jain (DIN01491361) Director of the Company is due to retire by rotation. Mr. Sandeep Jain beingeligible offers himself for re-appointment.

Brief profile of directors proposed to be appointed/re-appointed is annexed to theNotice convening the AGM forming part of this Annual Report.

26. Declaration of Independent Directors

The Independent Directors submitted their disclosures to the Board that they fulfillall the requirements as stipulated in Section 149(6) of the Companies Act 2013 so as toqualify themselves to be appointed as Independent Directors under the provisions of theCompanies Act 2013 and the relevant rules and as per the SEBI (LODR) Regulations 2015.

27. Auditors

A. Statutory Auditors

The board has appointed of M/s Ravi Sharma & Co. Chartered Accountant Jaipur(Firm Registration No. 015143C) as Statutory Auditors of the Company for Five (5) yearsbeginning form the conclusion of ensuing 36thAnnual General Meeting till the conclusion of41st Annual General Meeting of the Company subject to ratification of their appointment bythe Shareholders at every intervening Annual General Meeting.

Pursuant to the provisions of Companies (Amendment) Act 2017 as notified on 7th May2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors is notrequired to be ratified at every intervening Annual General Meeting (AGM). Accordingly inline with the aforesaid provisions and pursuant to the resolution passed at 28th AGM theCompany at ensuing AGM is proposing to ratify the appointment of auditors from theconclusion of 37th AGM till the conclusion of 41th AGM to conduct the statutory audit ofthe Company without further annual ratification by members at every subsequent AGM.

The statutory auditors of the Company have submitted Auditors' Report on the financialstatements of the Company for the financial year ended 31st March 2018. There isqualification or adverse remark contained in the Statutory Auditors' Report attached toBalance Sheet as at 31st March

2018. Information referred in Auditors' Report are self-explanatory and do not call forany further comments.

B. Cost Auditors

The Company is not required to maintain cost records as per the Companies (Cost Recordsand Audit) amendments Rules 2014.

C. Secretarial Auditors

In accordance with the provisions of Section 204 of the Companies Act 2013 read withRule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Company has got the Secretarial Audit conducted from the Practicing CompanySecretary.

A Secretarial Audit Report issued by Shri Mitesh Kasliwal (Partner ARMS &Associates LLP) Practicing Company Secretaries in Form MR 3 in respect of thesecretarial audit of the Company for the financial year ended 31st March 2018is provided in "Annexure - B".

28. Auditors Report

The Statutory and Secretarial Auditors' Reports are self-explanatory and requires nocomments

29. Listing

The Company's Equity Capital is listed on the The Calcutta Stock Exchanges AssociationLimited (CSE) and BSE Limited( BSE). The Company confirms that it has paid annual listingfees due to BSE for the year 2017-2018 and Fee of Calcutta stock exchange is due and hasbeen diligent in observing all the compliances as stipulated in the Listing Agreement.

30. Insurance

The Company's plant & machinery buildings stocks & assets are adequatelyinsured.

31. Internal Control System

Your Company continuously invests in strengthening its internal control processes andhas appointed M/S AGRAWAL PRAVEEN & ASSOCIATES Chartered Accountants as the InternalAuditors of the Company of the Company. The Company has put in place an adequate system ofinternal control commensurate with its size and nature of business. These systems providea reasonable assurance in respect of providing financial and operational informationcomplying with applicable statutes safeguarding of assets of the Company and ensuringcompliance with corporate policies. Procedures to ensure conformance with the policiesstandards and delegations of authority have been put in place covering all activities.Audit Committee periodically reviews the performance of internal control system.

The Company has a rigorous business planning system to set targets and parameters foroperations which are reviewed with actual performance to ensure timely initiation ofcorrective action if required. The Audit Committee reviews adherence to internal controlsystems. Further the Board annually reviews the effectiveness of the Company's internalcontrol system.

32. Corporate Governance

In compliance with Regulation 34 of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a

Report on Corporate Governance along with Compliance Certificate issued by StatutoryAuditor's of the Company forms an integral part of this Report.

33. Disclosure of Composition of Audit Committee And Providing Vigil Mechanism

The Company has constituted an Audit Committee as required under Section 177 of theCompanies Act 2013 and has also established Vigil Mechanism for their employees andDirectors to report their genuine concerns or grievances.

The details of the same are explained in the Corporate Governance Report. The Board hasaccepted all the recommendations of the Audit Committee during the year under review asand when brought to their notice.

34. Disclosure Under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in the Company's premises through various interventions andpractices. The Company always endeavors to create and provide an environment that is freefrom discrimination and harassment including sexual harassment.

During the year ended 31st March 2018 did not receive any complaints pertaining tosexual harassment

35. Significant and Material Orders Passed by the Regulators or Courts or Tribunalsimpacting the Going Concern status of the Company

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.

The Company has constituted an Audit Committee as required under Section 177 of theCompanies Act 2013 and has also established Vigil Mechanism for their employees andDirectors to report their genuine concerns or grievances.

The details of the same are explained in the Corporate Governance Report. The Board hasaccepted all the recommendations of the Audit Committee during the year under review asand when brought to their notice.

36. Shares

a. Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

b. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares

No Bonus Shares were issued during the year under review.

d. Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

37. Acknowledgements

Your Company will soon complete glorious 36 eventful years of the existence in thiscountry. Very few brands continue to remain relevant and become iconic over such a longpassage of time. Your Directors are proud of this rich heritage and thank all ourstakeholders who have contributed to the success of your country.

Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your Company'sachievements would not have been possible.

Your Directors also wish to thank its customers dealers agents suppliers investorsand bankers for their continued support and faith reposed in the Company.

For and on behalf of Board of Directors
For Jain Marmo Industries Ltd.
Place: Udaipur (Sanjay Jain) (Sidharth Jain)
Date: 06.09.2018 (DIN: 01636670) (DIN: 01275806)
Whole Time Director Managing Director