Inani Marbles & Industries Ltd Directors Report.

To the Members,

Your Directors have pleasure in presenting the 27th Annual Report on the affairs of the Company, along with the Audited Financial Statement for the Financial Year ended 31st March 2021.

FINANCIAL RESULTS

The Financial Results of the Companys performance for the year under review and those of the previous year are as follows:-

(Rupees in Lacs)

Particulars 2020-21 2019-20
Revenue from operations 6056.57 3191.88
Profit before Interest, Dep. & Taxes 744.91 388.97
Interest 238.19 177.33
Depreciation 301.73 258.53
Profit Before Tax 204.99 (46.89)
Provision for Taxation 12.69 7.82
Provision for Deferred Tax 40.18 (23.41)
Profit for the year 152.12 (31.30)

DIVIDEND

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 2020-21. The dividend if approved and declared in the forthcoming Annual General meeting would result the total outflow towards on Equity Shares for the year would be Rs. 7.44 Lacs.

The dividend will be paid to members whose names appear in the Register of Members as on 23rd September,2021; 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

With the wholehearted support from all our employees, suppliers and channel partners, we managed to serve our domestic as well as international customers and ensured growth in our business. Measures on continuous engagement with our employees facilitated us in safeguarding our workforce and their family members from the Covid-19 impact. We, at the Board level, are very appreciative of the support offered by the team and their family members. Without their commitment and support, we would not have been able to successfully adapt to the newer ways of working during the year. We are intensifying our efforts in managing the Covid-19 situation in view of the intensity of the ongoing second wave. We are cautious and yet hopeful, that our efforts in this direction will help us in managing the safety of all our relevant stakeholders and serve our customers with limited disruption.

OPERATIONAL PERFORMANCE

In spite of challenges posed by COVID-19 pandemic, Company has registered better Revenue and Profit. The Revenue from Operations during the year under review is 6056.57 Lacs as compare to 3191.88 Lacs in the previous year .The performance was improve due to significant increase in demand of companies products in international market and full year working of quartz slabs unit which commence production in the month of February 2020.

TRANSFER TO RESERVES

The Board of Directors has decided to transfer Rs. 12.00 Lacs in General Reserve and retain the balance amount of profits for 2020-21 in profit and loss account.

SHARE CAPITAL

The paid-up share capital of your company increased by 46.75 Lacs to 372.00 Lacs during the year under review. The Board of Director of the Company has allotted 2337500 Equity Shares of 2/- face value each fully paid up at a price of 15/- (Share Premium at the rate of 13/- per share) to the Promoter(s) of the Company on preferential basis on 01st February, 2021. These shares have been listed with BSE and under Lock-in period of three years.

DEPOSITS

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

FINANCE

The Company has taken Loans from Bank of Baroda and Kotak Mahindra Bank Ltd. during the year. Company is regular in payment of Installment and Interest on Loan taken from Kotak Mahindra Bank Ltd., Bank of Baroda 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 2021-22 to BSE where the Companys Shares are listed.

DEMATERIALISATION OF SHARES

97.32% of the companys paid up Equity Share Capital is in dematerialized form as on 31st March, 2021 and balance 2.68% 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 Harish Inani (DIN 00219679) retire from the Board of Director by rotation and being eligible offer himself for reappointment in ensuing Annual General Meeting.

Shri Anuj Inani (DIN 08034302) was appointed as Additional Director of the Company by the Board of Directors at its meeting held on 30.06.2020 to hold office upto the date of ensring Annual General Meeting of the Company. He was also appointed as Whole Time Director of the Company w.e.f. 30.12.2020 for a period of five years in the 26th Annual General Meeting held on 30.12.2020.

No other changes have been taken place in composition of Board of Directors and Key Managerial Personnel of the Company during the year under review.

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 2021 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 2020-21 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 documents/Related Party Policy link.

SECRETARIAL STANDARDS

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

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

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES

Statement showing disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure- E.

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, 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:

30th June 2020, 31st August 2020, 07th October 2020, 13th November 2020, 30th November 2020 and 01st February 2021 , 01st February, 2021 (Meeting of Independent Directors)

COMMITTEES

The Company has constituted Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee of Directors. The details of these committees have been given in the Corporate Governance Report which is integral part of the Boards Report.

HUMAN RESOURCE DEVELOPMENT

Industrial relations continued to be cordial during the period under review. Your Company firmly believes that a dedicated work force constitutes the primary source of sustainable competitive advantage. Accordingly, human resource development received focused attention. The Company has in house skill training centre and imparts on the job training to its manpower on continuous basis. Your Directors wish to place on record their appreciation for the dedicated services rendered by the work force during the year under review.

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 Anil Somani & Associates, Company Secretary in Practice, Bhilwara to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2021. The Secretarial Audit Report (in Form MR-3) is attached as Annexure-F 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 ten minutes delay in submission of Outcome of Board Meeting held on 30th June 2020 to Stock Exchange due to connectivity issue and intimation of closure of trading window for the quarter ended 31st March 2020 on 07th April, 2020 to Stock Exchange due to COVID 19 pandemic.

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 2021-22 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.