DIRECTORS'REPORT To the Members, Your Directors have pleasure in presenting their 21st Annual Report and the Audited Accounts for the Financial Year ended 31st March ZO1S 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 Clause 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 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 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 (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 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 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 14-i 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 Capt. S.K.Inani(Managing Director) DIN NO.00219702 Nand Lai Inani (Chairman) DIN NO.00322889 Place: Chittorgarh Date : 30.05.2015 |