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Directors Report of Inani Marbles & Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 21st Annual Report and the Audited Accounts for the Financial Year ended 31st March 2015.

(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 15.47 -- contained in Schedule ll(Refer Note 36)

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 (Previous year Rs. 1.00/-per equity share) which amounts to Rs. 32.53 Lacs i.e. 10% of the paid-up capital for the year ended 31st March, 2015, Subject to approval of the shareholders at the ensuing Annual General Meeting of the Company. The total outflow due to dividend payment for the current year will be Rs. 39.15 Lacs which includes dividend distribution tax of Rs. 6.62 Lacs.

The dividend will be paid to members whose names appear in the Register of Members as on 24th September 2015; in respect of share held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository and Central 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 to sluggish demand of its product from Republic of China & Europe. Despite of, sluggish demand sales and income from operations were remain almost same level as compare to test year however profit before tax was declined by 11.69% due to sluggish demand and enhanced cost of production. Your directors are hope full for better position in the year 2015-16 as compare to the year under review due to better realization and capacity utilization.

DEPOSITS

The Company has not accepted any deposits from the Public during the year under review.

FINANCE

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 State bank of Bikaner & Jaipur, HDFC Bank Ltd ,Tata Capital Ltd and ICICI Bank Ltd.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreements entered into with the Stock Exchanges the Management Discussion and Analysis, Report on Corporate Governance along with the Compliance 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 to BSE where the Company's Shares are listed. Delisting of Equity Share from Jaipur Stock Exchange Limited, Jaipur, Ahmedabad Stock Exchange, Ahmedabad, Madhya Pradesh Stock Exchange, Indore are under process.

DEMATERIALISATION OF SHARES

94.91% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and balance 5.09% 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, Pardesipura Indore -452001 (MP).

DIRECTORS

In accordance with the provision of the Companies Act, 2013 Shri Nand Lai Inani, retire from the Board of Directors by rotation and being eligible offer themselves for reappointment in ensuing Annual General Meeting.

Further Shri Suresh Kumar Inani the existing managing director is proposed to be reappointed as a Managing Director for a term of five year as per provision of Sections 196, 197 and 203 and all other applicable provisions of the Companies Act, 2013 read with Schedule 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 possess appropriate balance of skill, expertise and knowledge and is qualified for appointment as independent director and given declaration that she meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and dause 49 of the Listing Agreement.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of 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 2015 have been prepared by following the applicable accounting standards together withproper 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 2014-15 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 fCSRl

In terms of section 135 and Schedule VII of the Companies Act, 2013 the Board of Directors of your Company have constituted a CSR Committee of the Board has developed a CSR policy under Health Care activity which is enclosed as part of this report Annexure - B

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act,2013 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

RELATED PARTY TRANSACTIONS

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interest of the company. Transactions with related parties entered by the company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the 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 Committee adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. This Policy was considered and approved by the Board has been Uploaded on the website of the company at www.inanimarbles .com under investors/policy documents/Related Party Policy link.

LOAN, GUARANTEE & INVESTMENT BY COMPANY

There is no loan guarantee and investment made by the company during the financial year under review.

EXTRACT OF ANNUAL RETURN

The detail forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith 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) Rule,1975 in respect of employees of the Company And Directors is furnished hereunder:

S. Name Designation Remuneration No. paid FY 2014-15 Rs.Lakhs

1 Mr. Suresh Kumar Inani Managing 37.10 Director (KMP)

2 Mr. Dinesh Kumar Inani Jt. 18.00 Managing Director (KMP)

3 Mr. Bhupesh Ranka CFO (KMP) 2,40

4 1 Mr. Anil Jain CS (KMP) 2.50

S. Name Remuneration Increase in No. paid FY 2013- remuneration 14 Rs.Lakhs from previous year Rs. Lakhs

1 Mr. Suresh Kumar Inani 34.90 2.20

2 Mr. Dinesh Kumar Inani 17.70 0.30

3 Mr. Bhupesh Ranka - -

4 1 Mr. Anil Jain 1.92 0.58

DEPOSITORY SYSTEM

As the members are aware, your Company's shares are tradable compulsorily in electronic form 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 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, 5 meetings of the Board of Directors were held. The dates on which board meeting were held are as follow:

30th May,2014, 14th August,2014, 14th November,2014, 14th February, 2015 and 27th March, 2015

AUDITORS

M/s Nyati Mundra & Co., Chartered Accountants and M/s Mahesh C. Solanki & Co, Chartered Accountants, the Joint Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are recommended for appointment. Subject to rectification of their appointment at every annual general meeting. M/s Mahesh C. Solanki & Co. and M/s Nyati Mundra & Co., Chartered Accountants has, under section 14i of the Act furnished a certificate of its eligibility for re-appointment.

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

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s Anil Somani & Associates, Company Secretary in Practice, Bhilwara to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2015. The Secretarial Audit Report (in Form MR-3) is attached as Annexure-E to this Report.

ACKNOWLEDGMENT

Your Directors would like to place on record their appreciation for co-operation and support extended by State Bank of Bikaner & Jaipur, HDFC bank Ltd, ICICI Bank Ltd, Tata capital Ltd and Share holders. 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

Place: Chittorgarh Capt. S.K.Inani Nand Lai Inani Date : 30.05.2015 (Managing Director) (Chairman) DIN NO.00219702 DIN NO.00322889


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 20th Annual Report and the Audited Accounts for the Financial Year ended 31st March 2014.

(Rupees in Lacs)

Financial Result 2013-2014 2012-2013

Sales & Income from operations 7434.38 7734.74

Profit from operations 1433.51 1612.08

Other Income 57.56 112.49

Profit before Interest, Dep. & Taxes 1491.07 1724.57

Interest 311.67 288.75

Depreciation 315.20 302.20

Profit Before Tax 864.20 1133.62

Provision for Taxation 244.43 325.83

Provision for Deferred Tax 75.62 86.39

Profit After Tax 544.15 721.40

Balance of Profit brought forward 2439.67 1817.50

Balance Available For Appropriations 2983.83 2489.47

Proposed Dividend on Equity Shares 32.52 32.52

Corporate Tax on Dividend Distribution 5.53 5.28

Amount Transferred to General Reserve 12.00 12.00

Balance carried forward to Balance Sheet 2933.78 2439.67

DIVIDEND & TRANSFER TO GENERAL RESERVE

Your directors have recommended a dividend of Rs. 1.00/- per equity share (Previous year Rs. 1.00/- per equity share) which amounts to Rs. 32.53 Lacs i.e. 10% of the paid-up capital for the year ended 31st March, 2014, Subject to approval of the shareholders at the ensuing Annual General Meeting of the Company. The total outflow due to dividend payment for the current year will be Rs. 38.05 Lacs which includes dividend distribution tax of Rs. 5.52 Lacs.

The dividend will be paid to members whose names appear in the Register of Members as on 25th September 2014; in respect of share held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository and Central Depository Services (India) Limited, as beneficial owners as on that date.

OPERATIONS & FUTURE OUTLOOK

The Performance of the company remains subdued during the year under review due to sluggish demand of its product from Republic of China & Europe. Despite of sluggish demand sales and income from operations were remain almost same level as compare to last year however profit before tax was declined by 23.76% due to sluggish demand and enhanced cost of production. Your directors are hope full for better position in the year 2014-15 as compare to the year under review due to better realization and capacity utilization.

DEPOSITS

The Company has not accepted any deposits from the Public during the year under review.

FINANCE

The Company has taken Loan of Rs.45.90 Lacs from ICICI Bank Ltd, Rs. 132.91 Lacs from Tata Capital Ltd. during the year. Company is regular in payment of Installment and Interest on Loan Taken earlier from State bank of Bikaner & Jaipur, HDFC Bank Ltd,Tata Capital Ltd and ICICI Bank Ltd.

DIRECTORS

In accordance with the provision of the Companies Act, 2013 Shri Harish Inani and Shri Rajesh Inani, retire from the Board of Directors by rotation and being eligible offer themselves for reappointment in ensuing Annual General Meeting.

Further Shri Ravi Birla and Shri Prem Narayan Sharma the existing independent directors are proposed to be appointed as Independent Directors for a term of five years as per requirement of Section 149 of the Companies Act, 1956 as well as Clause 49 of the Listing Agreement to hold the office till 31st March, 2019.

The Independent Directors has submitted a declaration confirming that they meets the criteria for independence as provided in section 149(6) of the Act and is eligible for appointment as Independent Directors of the Company.

In the opinion of the Board the above said two directors fulfills the conditions specified in the Act and the Rules made there under as the Clause 49 of the Listing Agreement for their appointment as Independent Directors of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act , 1956 in relation to financial statements for the year under review, the Directors State that:

a) the annual accounts 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 2012-13 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 this Act 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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Director) Rules, 1988 regarding Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange earning & outgo are given in Annexure-A which forms part of Directors'' Report.

PARTICULARS OF EMPLOYEES

There were no employees covered under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended. Hence no particulars are given herewith.

As per clause 49 of the Listing Agreements entered into with the Stock Exchanges the Management Discussion and Analysis, Report on Corporate Governance along with the Compliance Certificate of the auditors are annexed and forming part of this report.

DEPOSITORY SYSTEM

As the members are aware, your Company''s shares are tradable compulsorily in electronic form 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 System, members are requested to avail the facility of Dematerialization of the Company''s shares on either of the Depositories as aforesaid.

AUDITORS

M/s Nyati Mundra & Co., Chartered Accountants and M/s Mahesh C. Solanki & Co, Chartered Accountants, the Joint Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are recommended for appointment. Subject to rectification of their appointment at every annual general meeting. M/s Mahesh C. Solanki & Co. and M/s Nyati Mundra & Co., Chartered Accountants has, under section 141 of the Act furnished a certificate of its eligibility for re-appointment.

During the year Company had received intimation From M/s Jagdish Rathi & Associates (Firm reg. no. 004623C), Statutory Auditor, stating that the M/s Jagdish Rathi & Associates is merged with M/s Mahesh C. Solanki & Co. Chartered Accountant, with effect from 31st December, 2013. Now M/s Mahesh C. Solanki & Co. will deem to be the auditor of your Company. Accordingly the audit of the company, for the financial year 2013-14 was conducted by M/s Mahesh C. Solanki & Co. The Board of Directors of Company have taken due note of this change.

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.

ACKNOWLEDGMENT

Your Directors would like to place on record their appreciation for co-operation and support extended by State Bank of Bikaner & Jaipur, HDFC bank Ltd, ICICI Bank Ltd, Tata capital Ltd and Share holders. 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

Place: Chittorgarh Capt. S.K.Inani Nand Lal Inani Date : 14.08.2014 (Managing Director) (Chairman)


Mar 31, 2013

To the Members,

The Directors have pleasure in presenting their 19th Annual Report and the Audited Accounts for the Financial Year ended 31st March 2013.

FINANCIAL''RESULTS:

(Rupees in lacs)

2012-2013 2011-2012

Sales & Income from operations 7733.81 5135.93

Profit from operations 1611.13 861.29

Other Income 113.44 107.08

Profit before Interest, Dep.&Taxes 1724.57 968.37

Interest 288.75 239.71

Depreciation 302.20 280.98

Profit Before Tax 1133.62 447.68

Provision forTaxation 325.83 131.23

Provision for Deferred Tax 86.39 11.16

ProfitAfterTax 721.40 305.29

Balance of Profit brought forward 1817.50 1562.26

Balance Available For Appropriations 2489.47 1817.50

Proposed Dividend on Equity Shares 32.53 32.53

Corporate Tax on Dividend Distribution 5.28 4.90

Amount Transferred to General Reserve 12.00 12.00

Balance carried forward to Balance Sheet 2439.67 1768.07

DIVIDEND & TRANSFERTOGENERAL RESERVE

Your directors have recommended a dividend of Rs. 1.00/- per equity share (Previous year Rs. 1.00/- per equity share) which amounts to Rs. 32.53 Lacs i.e. 10% of the paid-up capital for the year ended 31st March, 2013, Subject to approval of the shareholders at the ensuing Annual General Meeting of the Company. The total outflow due to dividend payment for the current year will be Rs. 37.81 Lacs which includes dividend distribution tax of Rs. 5.28 Lacs.

Your directors propose to transfer the amount of Rs. 12.00 Lacs (Previous year 12.00 Lacs) to the General Reserve, having regard to the requirements of Section 205 (2A) of the Companies Act, 1956 and with reference to the Companies (Transfer of profits to Re''serve) Rules, 1975.

OPERATIONS & FUTURE OUT LOOK

Total Turnover of the company has increased by 50.58 % and profit before Tax Increased by 153.22% due to better capacity utilizations increased demand in international market.

DEPOSITS

The Company has not accepted any deposits from the Public during the year under review.

FINANCE

The Company has taken Loan of Rs.137.95 Lacs from ICICI Bank Ltd, Rs 91.80 Lacs from HDFC Bank Ltd, Rs.150.44 Lacs from Tata Capital Ltd . during the year. Company is regular in payment of Installment and Interest on Loan Taken earlier from State bank of Bikaner & Jaipur, HDFC Bank Ltd /Tata Capital Ltd and ICICI Bank Ltd.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Nand Lai Inani and Shri Ravi Birla retire by rotation, being eligible and have offered themselves for re-appointment.

DIRECTORS''RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 in relation to financial statements for the year under review, the Directors State that :

a) the annual accounts have been prepared by following the applicable accounting standards together with properexplanation 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 2012-13 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 this Act 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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESARCH AND DEVIOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Director) Rules, 1988 regarding Conservation of Energy, Technology Absorption, Research &. Development and Foreign Exchange earning & outgo are given in Annexure-A which forms part of Directors'' Report.

PARTICULARS OF EMPLOYEES

There were no employees covered under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended. Hence no particulars are given herewith.

CORPORATE GOVERNANCE

The Management Discussion and Analysis, Report on Corporate Governance along with the Compliance Certificate of the auditors as required under the Listing Agreement are annexed and forming part of this report.

DEPOSITORY SYSTEM

As the members are aware, your Company''s shares are tradable compulsorily in electronic form 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 System, members are requested to avail the facility of Dematerialization of the Company''s shares on either of the Depositories as aforesaid.

AUDITORS

M/s Nyati Mundra & Co., Chartered Accountants and M/s Jagdish Rathi & Associates, Chartered Accountants, the Joint Statutory Auditorsofthe Company hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The company has received a Certificate from them that their re-appointment, if made, would be within the prescribed limitsundersection224(lB)oftheCompaniesAct, 1956.

AUDITORS'' REPORT

The Notes to the Accounts referred to in the Auditors'' Report are self explanatory and therefore, do not call for any further explanation under section 217(3) of the Companies Act,19S6.

ACKNOWLEDGMENT

Your Directors would like to place on record their appreciation for co-operation and support extended by State Bank of Bikaner & Jaipur, HDFC bank Ltd, Tata capital Ltd and Share holders. They also record their appreciation of the devoted services rendered by Staff members and Workman of the company.

Forand on behalf of the Board

Place: Chittorgarh Capt. S.K.Inani Nand Lai Inani

Date : 30.05.2013 (Managing Director) (Chairman)


Mar 31, 2011

The Directors have pleasure in presenting their 17th Annual Report and the Audited Accounts for the Financial Year ended 31st March 2011.

WORKING RESULTS: ( Rupees in lacs )

2010-2011 2009-2010

Sales & Income from operations 4538.09 3535.03

Profit from operations 965.69 673.47

Other Income 27.86 7.05

Profit before Interest, Dep. & Taxes 993.56 680.51

Interest 185.48 135.65

Depreciation 284.36 177.68

Profit Before Tax 523.72 367.18

Provision for Taxation including FBT 104.38 74.64

Provision for Deferred Tax (20.21) (9.51)

Profit After Tax 439.55 302.05

Balance of Profit brought forward 1172.76 870.71

Balance Available For Appropriations 1562.26 1172.76

Proposed Dividend on Equity Shares 32.53 32.53

Corporate Tax on Dividend Distribution 5.52 5.52

Amount Transferred to General Reserve 12.00 12.00

Balance carried forward to Balance Sheet 1512.21 1122.70

DIVIDEND & TRANSFER TO GENERAL RESERVE:

Your directors have recommended a dividend of Rs. 1.00/- per equity share (Previous year Rs. 1.00/- per equity share) which amounts to Rs. 32.53 Lacs i.e. 10% of the paid-up capital for the year ended 31st March, 2011, Subject to approval of the shareholders at the ensuing Annual General Meeting of the Company. The total outflow due to dividend payment for the current year will be Rs. 38.05 Lacs which includes dividend distribution tax of Rs. 5.52 Lacs.

Your directors propose to transfer the amount of Rs. 12.00 Lacs (Previous year 12.00 Lacs) to the General Reserve, having regard to the requirements of Section 205 (2A) of the Companies Act, 1956 and with reference to the Companies(Transfer of profits to Reserve) Rules, 1975.

OPERATIONS & FUTURE OUT LOOK:

The Turnover of the company has increased by 28.37 % and profit before tax increased by 42.63% in comparison to previous year. Turnover of the Company was increased mainly due to execution of Material handling work and Full Year working of EOU unit.

DEPOSITS

The Company has not accepted any deposits from the Public during the year under review.

FINANCE

The Company has taken Loan of Rs. 179.50,123.52 & 41.62 Lacs from Systematic Securities Ltd, Tata Capital Ltd and ICICI Bank Ltd. respectively during the year. Company is regular in payment of Installment and Interest on Loan Taken earlier from State bank of Bikaner & Jaipur, HDFC Bank Ltd ,Tata Capital Ltd and ICICI Bank Ltd.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Nand Lai Inani and Shri Prem Naryan Sharma retire by rotation, being eligible and have offered themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act , 1956 in relation to financial statements for the year under review, the Directors State that:

a) the annual accounts 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 2010-11 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 this Act 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

DISCLOSURE OF SPECIAL PARTICULARS:

Information as per Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 for the year ended 31st March, 2011 is given below :

A. CONSERVATION OF ENERGY:

The Company's operations do not involve substantial consumption of energy in comparison to cost of production. Wherever possible, energy conservation measures have been implemented.

B. TECHNOLOGY ABSORPTION:

The company has neither purchased nor imported any technology within India.

PARTICULARS OF EMPLOYEES

There were no employees covered under Section 217 (2A) of the Companies Act , 1956, read with the Companies (Particulars of Employees ) Rules ,1975 as amended. Hence no particulars are given herewith.

CORPORATE GOVERNANCE

The Management Discussion and Analysis, Report on Corporate Governance along with the Compliance Certificate of the auditors as required under the Listing Agreement are annexed and farming part of this report.

DEPOSITORY SYSTEM

As the members are aware, your Company's shares are tradable compulsorily in electronic form 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 System, members are requested to avail the facility of Dematerialization of the Company's shares on either of the Depositories as aforesaid.

AUDITORS

M/s Nyati Mundra & Co., Chartered Accountants and M/s Jagdish Rathi & Associates, Chartered Accountants, the Joint Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re- appointment. The company has received a Certificate from them that their re-appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956.

AUDITORS' REPORT

The Notes to the Accounts referred to in the Auditors' Report are self explanatory and therefore, do not call for any further explanation under section 217(3) of the Companies Act, 1956.

ACKNOWLEDGMENT

Your Directors would like to place on record their appreciation for co-operation and support extended by State Bank of Bikaner & Jaipur, HDFC bank Ltd, Tata capital Ltd and Share holders. 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

Place : Chittorgarh Capt. S.K.Inani Nand Lai Inani

Date : 30.05.2011 (Managing Director) (Chairman)


Mar 31, 2009

The Directors have pleasure in presenting their 15th Annual Report and the Audited Accounts for the Financial Year ended 31st March 2009.

WORKING RESULTS : ( Rupees in lacs )

2008-2009 2007-2008

Sales & Income from operations 2306.91 1957.43

Profit from operations 226.96 243.20

Other Income 87.37 10.82

Profit before Interest, Dep. & Taxes 314.33 254.02

Interest 10.66 6.34

Depreciation 62.44 76.97

Profit Before Tax 241.23 170.71

Provision for Taxation including FBT 86.43 67.74

Provision for Deferred Tax (4.17) (9.82)

Profit After Tax 158.97 112.79

Balance of Profit brought forward 761.78 699.05

Balance Available For Appropriations 920.75 811.84

Proposed Dividend on Equity Shares 32.53 32.53

Corporate Tax on Dividend Distribution 5.52 5.53

Amount Transferred to General Reserve 12.00 12.00

Balance carried forward to Balance Sheet 870.70 761.78

DIVIDEND & TRANSFER TO GENERAL RESERVE

Your directors have recommended a dividend of Rs. 1.00/- per equity share (Previous year Rs. 1.00/- per equity share) which amounts to Rs. 32.53 Lacs i.e. 10% of the paid-up capital for the year ended 31st March, 2009, Subject to approval of the shareholders at the ensuing Annual General Meeting of the Company.The total outflow due to dividend payment for the current year will be Rs. 38.05 Lacs which includes dividend distribution tax of Rs. 5.52 Lacs.

Your directors propose to transfer the amount of Rs. 12.00 Lacs (Previous year 12.00 Lacs) to the General Reserve , having regard to the requirements of Section 205 (2A) of the Companies Act, 1956 and with reference to the Companies (Transfer of profits to Reserve) Rules, 1975.

OPERATIONS & FUTURE OUT LOOK

The Turnover of the company has increased by 17.85 % however profit before tax incresed by 41.31% the Company has achieved export turnover of Rs. 1752.91 Lacs, as compared to Rs 1242.27 Lacs in previous year. Your directors are hopeful for much better performance and results during the current year.

ESTABLISHMENMT OF 100% E.O.U.

To increase the export of the products, a new industrial undertaking in the name of Inani Marble & Granites (100% E.O.U) set up at Mataji Ki Pandoli,Tehsil & District-Chittorgarh. Company has taken Term Loan of Rs. 810 Lacs from State Bank of Bikaner & Jaipur for Set up of new unit .During the year under review ,your Company has regularly paid the principal and interest to the term lender and there has been no default towards them. The Company has Commenced Commercial production at above unit during the Month of March.

DEPOSITS

The Company has not accepted any deposits from the Public during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Nand Lal Inani and Shri Prem Naryan Sharma retire by rotation, being eligible and have offered themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act , 1956 in relation to financial statements for the year under review, the Directors State that:

a) the annual accounts 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 2008-09 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 this Act 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

DISCLOSURE OF SPECIAL PARTICULARS

Information as per Section 217 (1) (e) of the Companies Act , 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 for the year ended 31st March , 2009 is given below:

A. CONSERVATION OF ENERGY :

The Companys operations do not involve substantial consumption of energy in comparison to cost of production. Wherever possible, energy conservation measures have been implemented.

B. TECHNOLOGY ABSORPTION :

The company has neither purchased nor imported any technology within India.

C. FOREIGN EXCHANGE EARNINGS AND OUT GO :

( Rs. In Lacs )

Year Ending Year Ending 31.3.2009 31.3.2008

Foreign Exchange Earnings : 1752.91 1242.27

Foreign Exchange used : 479.17 57.88

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation to material departures.

(ii) The directors have 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 as at 31st March, 2009 and of the profit of the company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

There were no employees covered under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees ) Rules ,1975 as amended. Hence no particulars are given herewith.

CORPORATE GOVERNANCE

The Management Discussion and Analysis, Report on Corporate Governance along with the Compliance Certificate of the auditors as required under the Listing Agreement are annexed and fanning part of this report.

DEPOSITORY SYSTEM

As the members are aware, your Companys shares are tradable compulsorily in electronic form 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 System, members are requested to avail the facility of Dematerialization of the Companys shares on either of the Depositories as aforesaid.

AUDITORS

M/s Nyati Mundra & Co. Chartered Accountants M/s Jagdish Rathi & Associates, Chartered Accountants, the Joint Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The company has received a Certificate from them that their re-appointment, if made, would be within the prescribed limits under section 224 (IB) of the Companies Act, 1956.

AUDITORS REPORT

The Notes to the Accounts referred to in the Auditors Report are self explanatory and therefore, do not call for any further explanation under section 217(3) of the Companies Act, 1956.

ACKNOWLEDGMENT

Your Directors would like to place on record their appreciation for co-operation and support extended by State Bank of Bikaner & Jaipur and Share holders. 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

Sd/- Sd/-

Place : Chittorgarh Capt. S.K.Inani Nand Lal Inani

Date : 30.06.2009 (Managing Director) (Chairman)

 
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