Dear Members,
The Board of Directors are delighted to present the Thirty Eighth Annual Report on the
business and operations of Elegant Marbles & Grani Industries Limited (the
"Company") together with the summary of Audited Financial Statements for the
financial year ended 31 March, 2023.This report states compliance as per the requirements
of the Companies Act, 2013 ("the Act"), the Securities and Exchange Board of
India (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") and other rules and regulations as applicable to the Company.
1. FINANCIAL SUMMARY/PERFORMANCE OF THE COMPANY
The summary of Companys financial performance for the Financial year ended March 31,
2023 is summarized below:
(Rs In lakhs)
Sr. |
F.Y. |
F.Y. |
Particulars |
|
|
No. |
2022-2023 |
2021-2022 |
| 1 Revenue from Operations |
3,564.86 |
2,781.58 |
| 2 Other Income |
219.95 |
200.16 |
3 Total Income |
3,784.81 |
2,981.74 |
4 Profit/ Loss Before Tax |
421.98 |
313.26 |
| 5 Less: Current Tax |
117.72 |
47.04 |
| 6 Deferred Tax |
0.40 |
2.42 |
| 7 Excess/(Short) Provision of previous years |
- |
(5.06) |
8 Profit/ Loss After Tax |
303.86 |
268.86 |
| 9 Other Comprehensive Income |
(157.22) |
1138.70 |
10 Total Comprehensive Income For The Year |
146.64 |
1407.56 |
In F.Y. 2022-23, the Company bettered its performance as its revenue from operations
increased to 3,564.86 lakhs in F.Y. 2022-23 as against 2,781.58 in F.Y. 2021-22. The
profit increased to 303.86 lakhs as against 268.86 lakhs in F.Y. 2021-22. The growth was
propelled by a surge in demand from the residential and commercial segment.
2. STATE OF THE COMPANYS AFFAIRS
Your Companys income from operations during the year under review is Rs. 3564.86 lakhs
as compared to INR Rs. 2781.58 Lakhs in the previous year. The total Profit during the
year under review is Rs. 303.86 lakhs as against Rs. 268.86 Lakhs during the previous
year.
During the period under consideration, the revenue from operations was incredible.
Detailed analysis and future outlook of the Companys business are dealt in the
Management Discussion and Analysis Report.
3. DIVIDEND
Considering the consistent financial performance of your Company and promising future
prospects, the Board of Directors are pleased to recommended a Final Dividend of Rs.
3.30/- per equity share (33% per Equity Share of Face Value of Rs.10/- each) for the
financial year ended on March 31, 2023 at its Meeting held on May 25, 2023. The said Final
Dividend is subject to approval of the Shareholders of the Company in the ensuing Annual
General Meeting ("AGM") scheduled to be held on Wednesday, August 02, 2023. If
approved, the dividend would result in a cash outflow of Rs. 119.32 Lakhs.
The dividend once approved by the Shareholders will be paid before September 02, 2023.
4. BOOK CLOSURE
The Register of Members and the Share Transfer Books of the Company will be closed from
Friday, July 07, 2023 to Friday, July 14, 2023(both days inclusive) for the purpose
of AGM and for determining entitlement of Members to final dividend for the financial year
ended March 31, 2023, if approved at the AGM.
Pursuant to the Finance Act, 2020, dividend income will be taxable in the hands of
shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from
dividend paid to shareholders at the prescribed rates as per Income Tax Act, 1961.
5. TRANSFER TO RESERVES
As permitted under the Act, The Board of Directors of the Company has not proposed to
transfer any amount to the General Reserve and has decidedto retain the entire amount of
profit for the Financial Year ended March 31, 2023 in the profit and loss account.
6. SHARE CAPITAL
During the year under review, there has been an inter promoter transfer of Equity
Shares of the Company on March 15, 2023. 2,21,847 Equity Shares of the Company are
transferred from Smt. Gita Agrawal to Shri. Rajesh Ramswaroop Agrawal & Shri. Rakesh
Ramswaroop Agrawal. The transfer is amongst members of the promoter/promoter group who are
also immediate relatives, in the nature of gift for nil consideration. All applicable
Compliances have been done in this regard including payment of fees to the Securities and
Exchange Board of India.
The aggregate shareholding of Promoter and Promoter Group before and after the
aforesaid inter-se Transfer remains same.
Further, the shareholding of the Promoters is in compliance with the permissible limits
as per Securities Contracts (Regulation) Rules, 1957 andminimum public shareholding
requirements as specified in Rule 19 (2) and Rule 19A of the Securities Contracts
(Regulation) Rules, 1957.
The Paid-up Equity Share Capital of the Company as on March 31, 2023 was 3,66,00,000
comprising of 36,60,000 equity shares of 10 each.
The promoters holding as on March 31, 2023 is as below:
|
Shares held by Promoters as on March 31, 2023 |
|
Name of the Promoters |
31-03-2022 |
No of Shares Change |
31-03-2023 |
% of holding of equity shares |
% of change during the year |
| Shri Rajesh Agrawal |
8,43,697 |
46,776 |
8,90,473 |
24.33% |
1.28% |
| Shri Rakesh Agrawal |
7,18,202 |
1,75,071 |
8,93,273 |
24.41% |
4.78% |
| Smt. Alka Agrawal |
4,21,745 |
- |
4,21,745 |
11.52% |
0.00% |
| Smt. Divya Agrawal |
4,03,345 |
- |
4,03,345 |
11.02% |
0.00% |
| Smt. Gita Agrawal |
2,21,847 |
(2,21,847) |
- |
6.06% |
(6.06%) |
| Smt. Indu Sachin Sanghi |
15,600 |
- |
15,600 |
0.43% |
0.00% |
TOTAL |
26,24,436 |
- |
26,24,436 |
71.71% |
6.06% |
7. BUSINESS OVERVIEW
The Company continues to maintain its reputation as one of the most reputed
manufacturers & providers of choicest and exclusive range of Indian & Imported
Marbles & Granites. The Company is reaping rich dividends on its carefully cultivated
long-term relationships with several niche clients in India & abroad. The Company has
strived to innovate in technology and marketing and has evolved accepting the changing
customer demands and aspirations.
The Company is constantly improving its efforts on marketing its products through
e-commerce on its website thereby keeping itself abreast with the latest trends in
marketing and accepting the changing customer demands and aspirations. Online marketing is
expected to assist the Company to strive in the world of e-commerce keeping watch on
customers buying habits, expansion of market for niche products, Inventory Management and
various other benefits thereby targeting the untapped online market in order to enhance
the top line and revenue by achieving economies of scale.
Aggressive marketing and rational utilization of resources by the Management of the
Company has been an ongoing process as usual.
The Company has visualized many uncharted territories in terms of creating a better
future for itself in terms of new products and a wider range ofcolors and the Company is
well positioned to capture benefits of the upturn.
CUSTOMER RELATIONSHIPS
The Company believes nurturing and maintaining the relationships with existing clients
is as important as adding new names to its clientele. The Company has been exploring
repeated orders with its existing clients and continues its efforts to widen its client
base both geographically and numerically and hopes to further expand it with the
introduction of e-commerce facility on its website in the coming years.
The Company has also gained and maintained reputation for importing and distributing
only the highest quality material while providing clients withpersonalized, detailed
attention in selecting the right material for their projects.
Personnel & Performance
The Company has been able to develop an environment, which is conducive to high growth
and performance, a work culture that encouragesmeritocracy and rewards high performers in
an adequate and fair manner.
8. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review, in terms of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the "Listing Regulations"), is presented in a separate
section forming part of the Annual Report.
9. MATERIAL CHANGES AFFECTING THE COMPANY AND COMMITMENT
There have been no material changes and commitments affecting the financial position of
the Company between the end of the Financial Year anddate of this Report. There has been
no change in the nature of Business of the Company.
10. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THEGOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.
No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Companysoperations in future.
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure
A and is attached to this report.
12. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Company has a Risk Management Policy in place, pursuant to Section 134 of the
Companies Act, 2013. This robust Risk Management framework enables identification and
evaluation of business risks and opportunities, seeks to create transparency, minimize
adverse impact on business objectives and enhance the Companys competitive advantage.
The Company has laid down a well-defined risk management mechanism commensurate with
its size and the nature of business covering risk mapping, risk exposure and risk
mitigation process. The Companys Risk Management Policy has been developed to include
various categories such as Human Resources, Financial, Business Processes and Systems,
Strategy, Corporate Governance and Compliance and Information Security.
Further, the Board ensures risk reporting and updates, risk policy compliances and
provide overall guidance and support to business risk owners.
13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY
INITIATIVES
The expenditure towards Corporate Social Responsibility is not applicable to the
company for the financial year 2022-23 in accordance with Section135 of the Companies Act,
2013.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013 The Company has not given Loans or guarantees pursuant to Section
186 of the Companies Act, 2013 to other Body Corporates or persons as indicated in the
notes to the financial statements. The details of investments are provided in Notes to
Financial Statements under Note No. 03.
15. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangements/ transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arms length
basis. During the year, the Company did not enter into any contract/ arrangement/
transaction with related parties, which could be considered material in accordance with
Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The Company has also disclosed related party transactions on a consolidated basis for
the year ended March 31, 2023 to the stock exchange and hasalso published the same on the
website of the Company.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the
Companys website www.elegantmarbles.com.
There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company at large and thus a disclosure in
Form AOC-2 in terms of Section 134 of the Act is not required. However, the particulars as
required under the Act are furnished in Annexure B (Form No. AOC-2) as a Nil
disclosure to this Report.
16. AUDITORS AND AUDITORS REPORT
a. Statutory Auditors & Auditors Report
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made
thereunder, M/s. SDBA & Co., Chartered Accountants
(Firm Registration No. 142004W) were appointed as Statutory Auditors of the Company for
a term of five consecutive years, to hold officefrom the conclusion of the 34 Annual
General Meeting held on 25 July, 2019 until the conclusion of 39 Annual General Meeting of
the
Company to be held in the calendar year 2024, on such remuneration as may be decided by
the Audit Committee and the Board of Directors.
Pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules
prescribed there under, the Company has received certificate from the Auditors to the
effect, inter-alia, confirming that their appointment continues to be within the limits
laid down by the Act, is as per the term provided under the Act, that they are not
disqualified for continuing such appointment under the provisions of applicable laws and
also that there are no pending proceedings against them or any of their partners with
respect to professional matters of conduct.
The Auditors Report is self-explanatory and do not call for any further comments. The
Auditors Report does not contain any qualification,reservation or adverse remark.
b. Secretarial Auditor and Secretarial Audit Report
The Board appointed Shri Virendra G. Bhatt, Practising Company Secretary, to conduct
Secretarial Audit for the financial year 2022-23 as mandated under Section 204 of the
Companies Act, 2013 and Rule 9 there-under. The Secretarial Audit Report for the financial
year ended March 31, 2023 is annexed herewith marked as Annexure C to this Report.
The Secretarial Audit Report does not contain any qualification, reservation, adverse
remark or disclaimer.
17. COST AUDIT
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, the Companyis not required to maintain
cost records and conduct cost audit.
18. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The information required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed to this Report as Annexure D.
19. POLICY RELATING TO DIRECTORS APPOINTMENT AND REMUNERATION
The Board has framed a Policy relating to appointment of Directors, payment of
Managerial remuneration, Directors qualifications, positive attributes, Independence of
Directors and other related matters as provided under Section 178 (3) of the Companies
Act, 2013 based on the recommendation of Nomination and Remuneration Committee. The
details of this Policy have been disclosed in the Corporate Governance Report, which forms
part of this Report.
20. ANNUAL EVALUATION OF BOARDS PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the
Board has carried out an annual performance evaluation of the
working of its own performance, the Directors individually as well as evaluation of its
Committees.
The Board and Nomination and Remuneration Committee reviewed the performance of
Individual Directors, the Board as a whole, Committees of the Board and Chairman and
Managing Director after taking into consideration feedback received from Directors. The
evaluation was done on various parameters such as vision and strategy, participation,
disclosures of interests, good governance, leadership skills, operations, business
development, human resources development, corporate communication etc. The feedback
received from Directors were then consolidated and placed before the Committee / Board for
its evaluation. The Directors expressed their satisfaction with the evaluation process.
21. ANNUAL RETURN
As required under the provisions of Section 134(3)(a) and Section 92(3) of the
Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014,
the Company is required to place a copy of Annual Return (in Form MGT-7) on the Companys
website, web link of such annual return shall be disclosed in the Boards Report. viz.
www.elegantmarbles.com. By virtue of amendment to Section 92(3) of the Companies Act,
2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part
of the Boards report.
22. BOARD MEETINGS
During the financial year 2022-23, 4 (four) Board Meetings were held on May 28, 2022;
July 29, 2022; November 05, 2022 and February 13, 2023,with gap between Meetings not
exceeding the period prescribed under the Companies Act, 2013.
Board and Committee Meetings held during the year are given in the Corporate Governance
Report which forms part of the Annual Report. Board meeting dates are finalised in
consultation with all directors and agenda papers backed up by comprehensive notes and
detailed background information are circulated well in advance before the date of the
meeting thereby enabling the Board to take informed decisions. In accordance with the
provisions of Schedule IV of Companies Act, 2013 ("the Act") and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR
Regulations"), a separate meeting of the Independent Directors of the Company was
held on February 13, 2023 to review the performance of Non-Independent Directors
(including the Chairperson) and the entire Board.
The Independent Directors also reviewed the quality, quantity and timeliness of the
flow of information between the Management and the Board.
23 COMMITTEES OF THE BOARD
The Board of Directors have the following Committees: a. Audit Committee b. Nomination
and Remuneration Committee c. Stakeholders Relationship Committee
The details of the Committees along with their composition, number of meetings held and
attendance at the meetings are provided in the Corporate
Governance Report.
24. DIRECTORS RESPONSIBILITY STATEMENT
In terms of the provisions of Section 134(3)c read with Section 134(5) of the Companies
Act, 2013, the Board of Directors, in respect of the yearended March 31, 2023, hereby
confirm that:
a. in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating tomaterial departures;
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 and of
the profit and loss of the company for that period;
c. the Directors had taken proper and sufficient care for the maintenance of 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 Directors had prepared the annual accounts on a going concern basis; and
e. the Directors, in the case of a listed company, had laid down internal financial
controls to be followed by the company and that such internalfinancial controls are
adequate and were operating effectively.
f. The Directors, had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were dequate and operating effectively.
25. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate company. Hence,
disclosure of statement containing salient features of the
Financial Statements of Subsidiaries/Associate Companies/Joint Ventures in Form AOC-1
is not applicable to the Company.
26. DEPOSITORY SYSTEM
The Company has entered into agreement with the National Securities Depository Limited
and Central Depository Services (India) Limited (CDSL) to enable shareholders to hold
shares in a dematerialized form. The Company also offers simultaneous dematerialization of
the physical shares lodged for transfer.
27. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013
The Company has received disclosures in Form DIR 8 from all the Directors of the
Company and has noted that the none of the Director is disqualified under Section 164(2)
of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and
Qualification of Directors) Rules, 2014.
28. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a. DIRECTORS
The Board of the Company is comprised of eminent persons with proven competence and
integrity.
Besides the experience, strong financial acumen, strategic astuteness, and leadership
qualities, they have a significant degree of commitmenttowards the Company and devote
adequate time to the meetings and preparation.
As on the date of the report, the Board comprises, 3 Independent, 1 Non-Executive and 2
Executive Directors, details thereof have beenprovided in the Corporate Governance Report.
In terms of the requirement of the Listing Regulations, the Board has identified core
skills, expertise, and competencies of the Directors in the context of the Companys
businesses for effective functioning. The list of key skills, expertise and core
competencies of the Board of Directors is detailed in the Corporate Governance Report.
In the opinion of the Board, all the directors, as well as the directors appointed /
re-appointed during the year possess the requisitequalifications, experience and expertise
and hold high standards of integrity.
The notice convening the 38 AGM includes the proposal for re-appointment of Director.
A brief resume of the Directors being appointed/ re-appointed, the nature of expertise
in specific functional areas, names of companies in which they hold Directorships,
committee memberships/ chairmanships, their shareholding in the Company, etc., have been
furnished in the Notice of the ensuing AGM.
The terms and conditions of appointment of the Independent Director are in compliance
with the provisions of the Companies Act, 2013 and
Listing Regulations and are placed on the website of the Company.
RE-APPOINTMENT OF EXECUTIVE DIRECTORS
i. Shri Rajesh Agrawal
Shri Rajesh Agrawal was appointed at the 35 Annual General Meeting held on September
03, 2020 by a Special resolution with effectfrom August 01, 2021 to July 31, 2024. Shri.
Rajesh Agrawal, is proposed to be re-appointed as the Chairman & Managing Director
ofthe Company at the ensuing Annual General Meeting of the Company along with a proposed
increase in his remuneration insupersession of the special resolution passed earlier at
the 35 Annual General Meeting, for the un-expired period of his term of appointment i.e.
from September 01, 2023 to July 31, 2024. The proposed increase is justified considering
the Companys significant financial growth over the recent years. Further, his
remuneration has not been increased since five years and hence taking into consideration
the expertise and knowledge which he has been offering and the industry benchmarks, the
remuneration proposed to be paid is commensurate with the remuneration packages paid to
similar senior level counterpart(s) in other companies in the industry. The growth in the
Companys operations can, to a large extent, be attributable to his dynamism and
relentless efforts.
The profile and particulars of experience, attributes and skills of Shri Rajesh Agrawal
together with his other directorships andcommittee memberships have been disclosed in the
annexure to the Notice of the Annual General Meeting.
ii. Shri Rakesh Agrawal
Shri Rakesh Agrawal was appointed at the 36 Annual General Meeting held on August 10,
2021 by a Special resolution with effectfrom October 01, 2021 to September 30, 2024. Shri.
Rakesh Agrawal, is proposed to be re-appointed as the Managing Director of the
Company at the ensuing Annual General Meeting of the Company along with a proposed
increase in his remuneration in supersessionof the special resolution passed earlier at
the 36 Annual General Meeting, for the un-expired period of his term of appointment i.e.
from September 01, 2023 to September 30, 2024. The proposed increase is justified
considering the Companys significant financial growth over the recent years. Further, his
remuneration has not been increased since five years and hence taking into consideration
the expertise and knowledge which he has been offering and the industry benchmarks, the
remuneration proposed to be paid is commensurate with the remuneration packages paid to
similar senior level counterpart(s) in other companies in the industry. The growth in the
Companys operations can, to a large extent, be attributable to his dynamism and
relentless efforts.
The profile and particulars of experience, attributes and skills of Shri Rakesh Agrawal
together with his other directorships andcommittee memberships have been disclosed in the
annexure to the Notice of the Annual General Meeting.
RE-APPOINTMENT OF DIRECTORS RETIRING BY ROTATION
In terms of the provisions Section 149, 152 of the Companies Act, 2013, one-third of
such of the Directors as are liable to retire by rotation, shall retire every year and, if
eligible, offer themselves for re-appointment at every AGM. Consequently, Ms. Yogita
Agrawal (DIN: 06965966) Non-Executive (Non-Independent) Director of the Company, retires
at the ensuing AGM and being eligible, seeks reappointment.
A resolution seeking the re-appointment of Ms. Yogita Agrawal forms part of the Notice
convening the ensuing Annual General Meetingscheduled to be held on August 02, 2023.
The profile and particulars of experience, attributes and skills of Ms. Yogita Agrawal
have been disclosed in the annexure to the Noticeof the Annual General Meeting.
b. Key Managerial Personnel (KMP)
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the
Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:
- Shri Rajesh Agrawal, Chairman and Managing Director
- Shri Rakesh Agrawal, Managing Director
- Shri. Hitesh Kothari, Chief Financial Officer
- Ms. Pooja Ponda, Company Secretary and Compliance Officer
Ms. Arpita Doshi retired as Company Secretary and Compliance Officer of the Company
w.e.f. close of business hours on March 12, 2023. The
Board placed on record its sincere appreciation for the contribution made by her during
her tenure.
Consequent to the above retirement and based on the recommendation of the Nomination
and Remuneration Committee, the Board of Directorsof the Company, had appointed Ms. Pooja
Ponda as Company Secretary and Compliance Officer of the Company effective March 13, 2023.
29. PARTICULARS OF EMPLOYEES
Disclosure with respect to the remuneration of Directors and employees as required
under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed
as "Annexure D" to this Report.
A statement comprising the names of top 10 employees in terms of remuneration drawn is
not being sent along with this annual report to the Members of the Company in line with
the provisions of Section 136 of the Act. Members who are interested in obtaining these
particulars may write to the Company Secretary at the Registered Office of the Company.
The aforesaid Annexure is also available for inspection by Members at the Registered
Office of the Company, 21 days before and up to the date of the ensuing Annual General
Meeting during the business hours on working days.
In terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, the
statement showing the name of the employees drawing remuneration in excess of the limit
specified in the Rules are not applicable on the Company as during the period, no employee
of the Company was drawing salary in excess of the that drawn by the Managing Director or
Whole-time Director.
30. DECLARATION OF INDEPENDENT DIRECTORS
All the Independent Directors of the Company have given declarations to the Company
under Section 149(7) of the Companies Act, 2013., that they meet the criteria of
independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations. The Independent Directors have also confirmed that they have complied
with the Companys Code of Conduct and Ethics.
31. INTERNAL FINANCIAL CONTROL SYSTEM
The Company continuously evolves in strengthening its internal control processes and
has appointed M/s. Deepak Mehta & Associates, Chartered Accountants, as the Internal
Auditor of the Company. The Company has put in place an adequate system of internal
control commensurate with its size and nature of business. These systems provide a
reasonable assurance in respect of providing financial and operational information,
complying with applicable statutes, safeguarding of assets of the Company and ensuring
compliance with corporate policies.
Procedures to ensure conformance with the policies, standards and delegations of
authority have been put in place covering all activities. Audit Committee periodically
reviews the performance of Internal Audit System. The Company has a rigorous business
planning system to set targets and parameters for operations which are reviewed with
actual performance to ensure timely initiation of corrective action, if required. The
Audit Committee periodically reviews the Internal Control Systems and Internal Audit
Reports. Further, the Board annually reviews the effectiveness of the Companys internal
control system.
32. CORPORATE GOVERNANCE
A detailed Report on Corporate Governance, pursuant to the requirements of Regulation
34(3) of the Listing Regulations, forms an integral part of this Report. A Certificate
from the Auditors of the Company, M/s SDBA & Co., Chartered Accountants, confirming
compliance with the conditions of Corporate Governance as stipulated under Schedule V (E)
of the Listing Regulations, is annexed to this Report and Shri. Virendra Bhatt (Practicing
Company Secretary) issued a certificate with regards to Non-Dis-Qualification of Directors
of the Company as per Regulation 34(3) of SEBI (LODR) Regulations, 2015, is also annexed
to this Report.
33. AUDIT COMMITTEE AND VIGIL MECHANISM
The Company has an Audit Committee pursuant to the requirements of the Section 177 of
the Act read with the rules framed there under and Regulation 18 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the
same are given in the Report on Corporate Governance forming part of this Report.
During the Financial year 2022-23, the recommendations of the Audit Committee were duly
approved and accepted by the Board of Directors.
The Business Responsibility Reporting, as required by Regulation 34(2) of the Listing
Regulations, is not applicable to the Company for the Financial Year ending March 31,
2023. The Board of Directors of the Company has approved and adopted a Whistle Blower
Policy of the Company for establishing a vigil mechanism for directors and employees to
report genuine concerns regarding fraud or unethical behaviour as required under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. In appropriate cases any personnel of the Company can have direct
access to the audit committee. We affirm that no personnel has been denied access to the
Audit Committee. The Whistle Blower Policy is posted on the website of the Company at
www.elegantmarbles.com
34. GENERAL
The Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these itemsduring the year:
•Details relating to deposits covered under Chapter V of the Act.
• Issue of equity shares with differential rights as to dividend, voting or
otherwise. O Issue of sweat equity shares, bonus shares or employees stock option plan.
•The Company has constituted Anti Sexual Harassment Committee and during the year
under review, there were no cases were reported pursuant to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
• There were no frauds reported by the Auditors under Sub section (12) of Section
143 of the Companies in (Amendment) Act, 2015, to the Audit Committee, Board of Directors
or Central Government.
• The Company has complied with applicable laws, listing regulations and
Secretarial Standards.
• Details of application made on any proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
35. ACKNOWLEDGEMENTS
The Company will soon complete glorious 38 eventful years of the existence. Very few
brands continue to remain relevant and become iconic over such a long passage of time. The
Directors are proud of the rich heritage. The Directors wish to place on record their
appreciation, for the contribution made by the employees at all levels but for whose hard
work, and support, the Companys achievements would not have been possible.
The Directors also wish to thank its customers, dealers, agents, suppliers, investors
and bankers for their continued support and faith reposed in the
Company.
+91-9892691696
