Inani Marbles & Industries Ltd Directors Report.

To the Members,

Your Directors have pleasure in presenting their 26th Annual Report and the Audited Accounts for the Financial Year ended 31st March 2020.

(Rupees in Lacs)

Particulars 2019-20 2018-19
Revenue from operation s 3155.45 3656.58
Profit before Interest, Dep. & Taxes 388.97 542.01
Interest 177.33 160.69
Depreciation 258.53 281.88
Profit Before Tax (46.89) 99.44
Provision for Taxation 7.82 59.69
Provision for Deferred Tax (23.41) (46.07)
Profit After Ta x (31.30) 85.82
Other Comprehensive Income 0 0
Total Comprehensive income (31.30) 85.82
Earnings Per Share (0.19) 0.53

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 2019-20. 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 23rd December,2020; 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.

IMPACT OF COVID-19 PANDEMIC

The outbreak of COVID-19 globally and resultant lockdown in many countries, including in India, has had impact on the business of the Company. Operations of the Company were completely closed from 23rd March, 2020 to 20th April, 2020 due to lockdown. The operations were partially resumed from 21st April, 2020 and capacity utilisation is being gradually increased. The lockdown is partially continuing in 2020-21 and their will be no major adverse impact on working of the Company.

OPERATIONS & FUTURE OUT LOOK

This year has been another tough year for granite, marble & stone industry in India. The Performance of the company remains subdued during the year under review due to implementation of Quartz slab processing unit and sluggish demand in domestic & international market. During the financial year revenue stood at Rs. 3155.44 Lakhs as against Rs. 3656.58 Lakhs in the previous year a decline of 13.71%. The decline in turnover was mainly on account of implementation of Quartz slab processing unit at our existing unit situated at ARAJI No. 1312, Mataji Ki Pandoli Chittorgarh to utilize the idle space. To setup above unit few machineries are require to be shifted at another area of unit. However the Company expect that productivity and profitability may improve significantly in current financial year due to commencement of commercial production of Quartz Slab which are having huge 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 Loans from ICICI Bank Ltd., Kotak Mahindra Bank Ltd., Bank of Baroda 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

The Company is committed to maintain the high standards of Corporate Governance. Your Directors adhere to the requirements set out in Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and have implemented all the prescribed requirements. In pursuant to Regulation 34 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Reports on Corporate Governance and Management Discussions & Analysis have been incorporated in the Annual Report and form an integral part of the Board Report. A 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 2020-21 to BSE where the Companys Shares are listed.

DEMATERIALISATION OF SHARES

96.72% of the companys paid up Equity Share Capital is in dematerialized form as on 31st March, 2020 and balance 3.28% is in physical form. The Companys 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 Rajesh Kumar Inani (DIN 00410591) retire from the Board of Director by rotation and being eligible offer himself for reappointment in ensuing Annual General Meeting.

Shri Suresh Kumar Inani, Managing Director of the Company was re-appointed for a further period of Five years with effect from 29th February 2020 subject to the approval of shareholders at the 26th Annual General meeting of the company.

Shri Anuj Inani is proposed to be appointed as Executive Director. He is highly experienced and controls the manufacturing activity of the Company as a whole under the direction of the Board of Directors of the Company. He is sincere and contributed significantly towards growth in performance of the Company and qualified for appointment as Executive Director under section 196, 197 and 203 read with schedule V of Companies Act 2013.

All Independent Directors of the Company have confirmed that they are complying with the requirement of Section 149(6) of the Companies Act 2013 and applicable provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

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 2020 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 2019-20 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 / WHISTLE BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and the Regulation 22 of the SEBI (listing Obligations & Disclosure Requirements) Regulation 2015, 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 arms length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Companys 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 SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015. 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 ocuments/Related Party Policy link.

LOAN, GUARANTEE & INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT 2013

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

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return pursuant to the provision of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 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 2019-20 Remuneration paid FY 2018-19 Increase in remuneration from previous year
Rs. Lakhs Rs. Lakhs Rs. Lakhs
1 Shri Suresh Kumar Inani Managing Director (KMP) 21.00 20.45 0.55
2 Shri Mahesh Kumar Inani Jt. Managing Director (KMP) 7.80 7.50 0.30
3 Shri Rishi Raj Inani CFO 7.20 6.80 0.70
4 Mrs. Madhu Bala Sharma CS 1.52 1.48 (w.e.f. 14.08.2018) -

Further, the Company has no person in its employment drawing remuneration in excess of limits as defined under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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.

BOARD MEETING HELD DURING THE YEAR

During the year, Seven 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:

17th May 2019, 30th May 2019, 12th July 2019, 14th August 2019, 11th November 2019, 14th February 2020 and 21st March 2020,14th February, 2020 (Meeting of Independent Directors)

AUDITORS STATUTORY AUDIT

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)

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 R K Jain & Associates, Company Secretary in Practice, Bhilwara to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2020. The Secretarial Audit Report (in Form MR-3) is attached as Annexure-E to this Report. Company has complied with the provisions of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 except One day delay in submission of Quarterly Financial Results for the quarter ended 31st December,2019 to Stock Exchange due to connectivity issue.

INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act, 2013, your directors have appointed Mr. Manish Chhajed as an Internal Auditor of the Company for the Financial Year 2020-21 and their report is reviewed by the audit committee from time to time.

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 Companys operations in future.

• There has been no change in the nature of business of the Company as on the date of this report.

• 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 Customers, Suppliers, Shareholders, Bankers, Central and State Governments. 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 : 30.11.2020 (Managing Director) (Jt. Managing Director)
DIN NO.00219702 DIN NO. 00322735