Mar 31, 2018
To the Members,
The Directors have pleasure in presenting their 24th Annual Report and the Audited Accounts for the Financial Year ended 31st March 2018
(Rupees in Lacs)
Particulars |
2017-18 |
2016-17 |
Revenue from operations |
4022.26 |
4501.36 |
Profit before Interest, Dep. & Taxes |
539.46 |
734.75 |
Interest |
204.31 |
213.80 |
Depreciation |
288.16 |
273.71 |
Profit Before Tax |
46.99 |
247.24 |
Provision for Taxation |
19.66 |
73.06 |
Provision for Deferred Tax |
(13.14) |
8.69 |
Profit After Tax |
40.47 |
165.49 |
Other Comprehensive Income |
0 |
0 |
Total Comprehensive Income |
40.47 |
165.50 |
Earnings Per Share |
0.25 |
1.02 |
*Figures for FY 2016-17 have been restated as per Ind AS and therefore may not be comparable with financials for FY 2016-17 approved by the Directors and disclosed in the financial statement of previous year. Figures for the FY 2017-18 are Ind AS compliant.
DIVIDEND & TRANSFER TO GENERAL RESERVE
Your directors have recommended a dividend @ 2% on paid up value of Rs. 2.00 each i.e. Rs.0.04 per Equity share (Previous year. Rs. 0.04 per Equity share) for the financial year 2017-18. The dividend if approved and declared in the forthcoming Annual General meeting would result a dividend outflow of 6.50 Lacs and dividend distribution tax of 1.34 Lacs aggregating a total outflow of 7.84 Lacs.
The dividend will be paid to members whose names appear in the Register of Members as on 22nd September 2018; 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 subdued demand in domestic market. During the financial year revenue stood at Rs. 4022.26 Lacs as against Rs. 4501.36 Lacs in the previous year a decline of 10.64%. Your directors are hope full for better position in the year 2018-19 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. 35.90 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 India and ICICI Bank Ltd.
CORPORATE GOVERNANCE
As per Regulation 34 of the Listing Regulation 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 2018-19 to BSE where the Company''s Shares are listed.
DEMATERIALISATION OF SHARES
95.49% of the company''s paid up Equity Share Capital is in dematerialized form as on 31st March, 2018 and balance 4.51% 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, Pardeshipura Indore -452001 (MP).
DIRECTORS
In accordance with the provision of the Companies Act, 2013 Shri Harish Kumar Inani retire from the Board of Director by rotation and being eligible offer himself for reappointment in ensuing Annual General Meeting.
Further Shri Sudhir Kumar Bhatnagar 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 he meet the criteria of independence as laid down under section 149(6) of the Companies Act 2013 and Regulation 16(1) (b) of the listing regulation.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (3)(c) read with 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 2018 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 2017-18 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 (CSR)
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
NOMINATION. REMUNERATION & EVALUATION POLICY
In pursuant to provisions of section 178 of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors have approved Nomination, Remuneration & Evaluation Policy for appointment, remuneration & evaluation of the Directors, Key Management Personnel & Senior Management Personnel. The details of the Nomination and Remuneration committee, Nomination, Remuneration & Evaluation Policy and Annual Evaluation carried out by the Board of Directors are given in the Corporate Governance Report.
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 there under and the Listing Regulations. 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 (KMP)/EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and companies (Particulars of Employees) Rule,1975 in respect of employees of the Company and Directors is furnished hereunder:
S. No. |
Name |
Designation |
Remuneration paid FY 2017-18 Rs.Lakhs |
Remuneration paid FY 2016-17 Rs.Lakhs |
Increase in Remuneration from previous year Rs. Lakhs |
1 |
Shri Suresh Kumar Inani |
Managing Director (KMP) |
19.85 |
19.25 |
0.60 |
2 |
Shri Dinesh Kumar Inani (Upto 28.09.2017) |
Jt. Managing Director (KMP) |
5.40 |
10.50 |
- |
3 |
Shri Mahesh Kumar Inani (w.e.f. 28.09.2017) |
Jt. Managing Director (KMP) |
3.60 |
- |
- |
4 |
Shri Rishi Raj Inani |
CFO |
6.25 |
2.26 |
0.25 |
5 |
Mrs. Tushita Sisodia* (Upto 14.08.2017) |
CS |
0.20 |
1.20 |
- |
Due to decline in profit company has not paid any commission to the directors.
*Mrs. Tushita Sisodia Company Secretary cum Compliance officer of the Company has been left the Company with effect from 14.08.2017. We are under process to appoint qualified Company Secretary and Company has published advertisement in news paper.
DEPOSITORY SYSTEM
As the members are aware, your Companyâs 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 Companyâs 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 meeting of Independent Directors were held. The dates on which board meeting were held are as follow: 01st May 2017, 06th June 2017*, 14th August, 2017, 23rd November,2017, 14th December,2017 and 14th February, 2018, 13th February, 2018 (Meeting of Independent Directors)
*(The Board meeting dated 30th May, 2017 has adjourned for want of Quorum and the same was held on 6th June 2017.)
AUDITORS
M/s Giriraj Garg & Co., Chartered Accountants (Firm Registration No. 017783C) and M/s B K Dad & Associates , Chartered Accountants vide ICAI Firm Reg. No. 018840C were appointed as the Joint Statutory Auditors of the Company at 23rd Annual General Meeting till the conclusion of the 28th AGM.
The Statutory Auditors have confirmed their eligibility and qualification required under section 139,141 and other applicable provisions of the Companies Act, 2013 and Rules issued there under (including any statutory modification(s) or reenactment(s) thereof for the time being in force)
AUDITORSâ 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 R K Jain & Associates, Company Secretary in Practice, Bhilwara to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2018. The Secretarial Audit Report (in Form MR-3) is attached as Annexure-E to this Report.
MISCELLANEOUS DISCLOSURES
- 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 the regulators or courts or tribunals which can impact the going concern status and Company''s operations in future.
- The Company is having adequate Internal Financial Control with reference to the Financial Statements.
- During the year, the Company has not received any complaint under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGMENT
Your Directors would like to place on record their appreciation for co-operation and support extended by State Bank of India, HDFC Bank Ltd., ICICI Bank Ltd, and Shareholders. They also record their appreciation of the devoted services rendered by Staff members and Workman of the company.
For and on behalf of the Board
Place: Chittorgarh Capt. S.K.Inani Mahesh Kumar Inani
Date : 30.05.2018 (Managing Director) (Jt. Managing Director)
DIN NO.00219702 DIN NO. 00322735
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)