Dear Members,
Your Directors have pleasure on presenting the 42 (Forty Two) Annual report on the
business and operations of the company and the audited Statement of Accounts for the
period from 1st April, 2022 to 31st March, 2023.
Financial Results
The Companys financial performance for the year ended March 31,2023 is summarized
below:
Rs. In Lacs
Particulars |
2022-23 |
2021-22 |
Revenue from Operations |
133.27 |
153.61 |
Other Income |
55.26 |
10.01 |
Total Revenue |
188.53 |
163.62 |
Profit before tax |
14.06 |
(11.98) |
Less : Current Tax |
3.62 |
- |
Deferred Tax |
(0.13) |
(2.15) |
Profit after Tax |
10.57 |
(09.83) |
Other Comprehensive Income |
1.17 |
1.40 |
Total Comprehensive Income For the Year |
11.74 |
(8.43) |
Balance brought forward from the previous year |
65.23 |
73.67 |
Appropriation |
|
|
Transfer to General Reserve |
- |
- |
1. Dividend
The Board of Directors of your Company are of the view that financial resources of the
Company be conserved and judiciously utilized for further growth of your Company. The
Board therefore decided not to recommend any dividend for the Financial Year 2022-23.
2. State of the Company Affairs Sales Income
Sales Income for the year ended 2023 amounted to 133.27 lacs as against 153.61 for the
previous year. The Management however views this phenomenon as a short term blip and is
optimistic of growth at a faster rate in the years to come looking to the buoyancy in the
market sentiments and attractive real estate prices.
Profits
The Company has earned net profit after tax of 10.57 lacs for the year ended 31st
March 2023 as against net loss after tax of 09.83 lacs for the Previous year. Yours share
in the Company now commands a healthy book value of 12.46 and the EPS stands at 0.34 per
share for the year 2022-23
3. BUSINESS OVERVIEW
Your Company continues to maintain its reputation as one of the most reputed
manufacturers & providers of choicest and exclusive range of Indian & Imported
Marbles. The Company has strived to innovate in technology and marketing and has evolved
accepting the changing customer demands andaspirations.
Aggressive marketing and rational utilization of resources by the management of the
Company has been an ongoing process as usual.
The Company has visualized on many uncharted territories in terms of creating a better
future for itself in terms of new products and a wider range of colors and the Company is
well positioned to capture benefits of the upturn.
Customer Relationships
Your Companybelieves thatstrengthening the relationshipswith its
existingclientsisasimportant as adding new names to its clientele. The Company has been
exploring new opportunities with its existing clients and has also widened its client base
both geographically and numerically during the year under review 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 a reputation for importing and distributing
only the highest quality stone while providing clients with personalized, detailed
attention in selecting the right material for their projects.
Personnel & Performance
Your Company has been able todevelop an environment, whichis conduciveto highgrowth and
performance, a work culture that encourages meritocracy and rewards high performers in an
adequate and fair manner.
4. CURRENT YEAR
The growth led by strong urbanization and continued industrialization trends and the
resulting rise in residential and infrastructure construction activity in our economy.
There is a promising growth of our company with such developments in our business sector.
Your Directors are optimistic that on the basis of inquiries generated and seriousness
demonstrated by the Government for the development of housing and infrastructure industry,
demand for imported marble and Indian marbles would show an incremental growth.
The Management is fully equipped to take the opportunity of any upsurge in demand and
capturing a major share of the incremental market demand. TheSales
teamisonhighalertforscoutingallnewandexisting
opportunitiesasregardstobigprojectsandretaildemandaswell.
5. Material changes and commitment if any affecting the financial position of the
company occurred between the end of the financial year to which this financial statements
relate and the date of the report.
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statements relate
on the date of this report.
6. Details of Significant and Material Orders Passed By The Regulators, Courts,
Tribunals Impacting The Going Concern Status and Companys Operations In Future.
No significant or material orders have been passed against the company by the
Regulators or Courts or Tribunals which impacts the going concern status and Companys
operations in future.
7. 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 furnished in
"Annexure - A" and is attached to this report.
8. Statement Concerning Development and Implementation of Risk Management Policy of the
Company
The Company has placed a business risk management framework for identifying risks and
opportunities that may have a bearing on the organizations objectives, assessing them in
terms of likelihood and magnitude of impact and determining a response strategy. Your
Company follows well-established and detailed risk assessment and minimization
procedures,whichareperiodically reviewed by the Board.
The Company has laid down a well-defined risk management mechanism 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.
Adetailed exercise hasbeen carried out to identify, evaluate, manage andmonitor the
risks which shall help the Company to take pro-active decisions and avoid all financial
implications. The Board periodically reviews the risks and suggests steps to be taken to
control and mitigate the same through a properly defined framework.
The risk management includes identifying types of risks and its assessment, risk
handling and monitoring and reporting. Further, the Board ensures risk reporting and
updates, risk policy compliances and provide overall guidance and support to business risk
owners.
9. Details of Policy Developed and Implemented by the Company on Its Corporate Social
Responsibility Initiatives:
Corporate Social Responsibility is not applicable to our company because the company
not having net worth of rupees five hundred crore or more, or turnover of rupees one
thousand crore or more or a net profit of rupees five crore or more during previous
financial year2022-23.
10. Details of Nomination and Remuneration Policy U/S 178(3)
Nomination and Remuneration Committee has formulated a policy relating to the
remuneration for the directors, KMPs and other employees. The detail of same as available
at the website of our company at www.iainmarmo.com
11. Particulars of Loans, Guarantees or Investments Made Under Section 186 of The
Companies Act, 2013
The details of the Loans, Guarantees or Investments made under Section 186 of the
Companies Act, 2013 by the Company, to other Body Corporate or persons are given in notes
to the financial statements.
12. Particulars of Contracts or Arrangements Made With Relate d Parties
All transactions entered with Related Parties for the year under review were on arms
length basis and in the ordinary course of business. Since the provisions of Section 188
of the Companies Act, 2013 are not attracted, the disclosure in Form AOC- 2 is not
required. Further, there are no material related party transactions as defined in the
Listing Agreement during the year under review with the Promoters, Directors or Key
Managerial Personnel.
All Related Party Transactions are placed before the Audit Committee for its perusal
and recommendation to the Board.
The Policy on Related Party Transactions, as approved by the Board of Directors has
been uploaded on the website of our company at www.jainmarmo. com.
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of
the Companies (Accounts) Rules, 2014.
Form for Disclosure of particulars of contracts/arrangements entered into by the
company with related parties referred to in sub section (1) of section 188 of the
Companies Act, 2013 including certain arms length transaction under third proviso thereto.
1. Detailsofcontractsorarrangementsortransactionsnotat Arms
lengthbasis:-JainMarmoIndustriesLimited(the company)has not entered into any contract /
arrangement/transaction with its related parties which is not in ordinary course of
business or at arms length during FY 2022-23. The company has laid down policies and
processes / procedures so as to ensure compliance to the subject section in the Companies
Act, 2013 ("ACT")and the corresponding Rules in addition , the process goes
through internal and external checking. Following by quarterly reporting to the Audit
Committee.
SL. No. Particulars |
Details |
a) Name (s) of the related party & nature of relationship |
N.A. |
b) Nature of contracts/arrangements/transaction |
N.A. |
c) Duration of the contracts/arrangements/transaction |
N.A. |
d) Salient terms of the contracts or arrangements or transaction
including the value, if any |
N.A. |
e) Justification for entering into such contracts or arrangements or
transactions |
N.A. |
f) Date of approval by the Board |
N.A. |
g) Amount paid as advances, if any |
N.A. |
h) Date on which the special resolution was passed in General meeting
as required under first proviso to section 188 |
N.A. |
2. Details of contracts or arrangements or transactions at Arms length basis:-
SL. No. Particulars |
Details |
a) Name (s) of the related party & nature of relationship |
1. OmegaMarmo StonesPvt Ltd. 2. S.C.Jain &Bros.
3. Bhikshu Minerals Pvt Ltd.
4. Omega Stones
5. Jain Marbles
6. Shrish Marbles
7. L.C.J Finance Private Limited |
b) Nature of contracts/arrangements/transaction |
Purchase / Sales ( All related party with above party is available with
notes to accounts in |
|
Related Party Transaction) |
c) Duration of the contracts/arrangements/transaction |
Ongoing |
d) Silent terms of the contracts or arrangements or transaction
including the value, if any |
The related party transactions (RPTs) entered during
the year were in the ordinary course of business and on Arms length basis. |
e) Date of approval by the Board |
All Related Party Transaction approvals were granted by the Audit
Committee from time to time with recommendation by board . |
f) Amount paid as advances, if any |
N.A. |
13. Particulars ofEmployees
The information required in accordance with Section 197 (12) of the Companies Act, 2013
read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and forming part of the Boards Report for the year ended 31st
March, 2023 can be accessed in the manner as provided in terms of Section 136 of the
Companies Act, 2013. If any Member is interested in obtaining these particulars, may write
to the Company Secretary at the Registered Office of the Company in this regard. The said
disclosure is also available for inspection by members at the Registered Office of the
Company, 21 days before the 42nd AnnualGeneral Meeting and up to the date of
the ensuing General Meeting during the business hours on working days.
Further,theCompanyhasnoperson initsemploymentdrawingsalaryof60lacsperannum
or5lacspermonth as defined undertheprovisionsof Section 197 of
theCompaniesAct,2013,readwithRule5(2)and3
oftheCompanies(AppointmentandRemunerationofManagerial Personnel) Rules, 2014.
Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration
of Managerial Personnel,) Rules, 2014
i. The percentage increase in remuneration of each Director, CFO & Company
Secretary during the financial year 2022-23, ratio of the remuneration of each Director to
the median remuneration of the employees of the Company for the financial year 2022-23 and
the comparison of remuneration of each Key Managerial Personnel (KMP) against the
performance of the Company are as under:
S.No. Name of Director/KMP and Designation |
Remuneration of Director/ KMP for Financial Year
2022-23 ( Rs. in Lacs) |
% increase in Remuneration in the Financial Year
2022-23 |
Ratio of remuneration of each Director/ to median remuneration of
employees |
1 Sidharth Jain, Managing Director |
3.60 |
Nil |
1.2:1 |
2 Sanjay Jain, Whole time Director |
9.00 |
Nil |
3:1 |
3 Sandeep Jain, Director |
6.00 |
Nil |
2:1 |
4 Umesh Jain, CFO |
2.64 |
Nil |
|
5 Hemlata Dangi, Company Secretary |
1.86 |
Nil |
|
ii. Percentage increase in the median remuneration of employees in the financial year
2022-23 is about 6%
iii. Number of Permanent Employees on the payroll as on 31st March, 2023 of the Company
are 11 (Eleven only)
iv. The average increase in remuneration is not based on Companys performance alone,
but also takes consideration other factors like market benchmark data, the average
increases being given by peer companies and overall budgetary impact within the Company.
v. Comparison of the remuneration of the Key Managerial Personnel against the
performance of the company: The remuneration of the Key Managerial Personnel was 17.33% of
the total turnover of the company.
vi. Average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration: The average
increase was 6% for all employees who went through the compensation review cycle in the
year and for the managerial personnel the average percentage increase was Nil on the fixed
and variable components. The compensation decisions for each year is taken after comparing
the salaries at various levels with benchmark data.
vii. The key parameters for any variable component of remuneration availed by the
Directors: The key parameters for variable components of remuneration to Directors, if
any, are the Companys Profits After Tax, EBIDTA, Revenues.
viii. The ratio of the remuneration of the highest paid director to that of the
employees who are not directors but receive remuneration in excess of the highest paid
director during the year: Not applicable as there is no employee getting paid more than
the highest paid Director during the Current Financial Year.
ix. Affirmation that the remuneration is as per the remuneration policy of the company:
Your company affirms that the remuneration is as per the remuneration policy of the
Company.
Notes: 1. Remuneration comprises basic salary, allowances, taxable value of perquisites
and Companys contribution to PF.
14. Explanation or Comments on Qualifications, Reservations or Adverse Remarks or
Disclaimers Made By The Practicing Company Secretary In Their Reports:
There were no qualifications, reservations or adverse remarks made either by the
Auditors or by the Practicing Company Secretary in their respective reports.
15. Companys Policy Relating to Directors Appointment, Payment of Remuneration And
Discharge of Their Duties
The Board has framed a Policy relating to appointment of Directors, payment of
Managerial remuneration, Directors qualificat ions, 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
NominationandRemunerationCommittee.ThedetailsofthisPolicyisexplainedintheCorporate
Governance Report.
16. Evaluation of The Boards Performance
In compliance with the requirements of Section 134(3) (p) of the Companies Act, 2013
and SEBI (LODR) Regulations, 2015, the performance of the Board was carried out during the
year underreview. The Boardwas evaluated for its performance based on the following
factors:
i. Attendance of Board Meetings and Committees;
ii. Contribution made to the Board discussions and future planning;
iii. Level of commitment to the stakeholders interest;
iv. Initiatives towards the growth of the business and profitability;
v. Providing outlook, view points and feedback taking the Company ahead beyond
expectations.
The evaluation involves Self-Evaluation by the Board Member and thereafter in the
following manner:
a. Individual Directors - The performance of the individual Directors is evaluated by
theNomination and Remuneration Committee.
b. BoardandCommittees - The Board evaluated its own performance and also of the
Committees taking into consideration the above mentioned factors. A member of the Board
does not participate in the discus sion of his / her evaluation.
17. Annual Return
The Annual Return of the Company as on 31st March, 2023 in Form MGT - 7 in accordance
with Section 92(3) of the Act read with the Companies (Management and Administration)
Rules, 2014, is available on the website of the Company at https://jainmarmo.com.
18. Number of Board Meetings Conducted During The Year Under Review
The Company had Five (5) Board Meetings during the financial year under review. The
Board Meetings were held in compliance with the Companies Act, 2013.The details of the
same are provided in the Corporate Governance Report.
19. Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submit its Responsibility Statement:-
a. In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material 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 ofthe 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. That proper internal financial control wasin place and that the internal financial
controls were adequateand 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 adequate and were operating effectively.
20. Management Discussion and Analysis Report
TheManagement Discussion and Analysisforms anintegral partofthis reportand gives
details of the overallindustry structure, market developments, performance and state of
affairs of Companys business during the financial year 2022-23.
21. Subsidiaries, Joint Ventures and Associate Companies
The Company does not have any Subsidiary, Joint venture or Associate Company.
22. Deposits
Your Company has not accepted any deposit within the meaning of provisions of Chapter V
of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014
for the year ended March 31,2023.
23. Depository System
The Company has entered into agreement with the National Securities Depository Limited
(NSDL) as well as the 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.
24. Disclosure Under Section 164(2) of The Companies Act, 2013
The Company has received the disclosure in Form DIR - 8 from its Directors being
appointed or re-appointed and has noted that none of the Directors are disqualified under
Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment
and Qualification of Directors) Rules, 2014.
25. Directors and Key Managerial Personnel Information
As per the provisions ofSection 152 ofthe Companies Act, 2013, Mr. Sanjay Jain (DIN:
01636670) Director ofthe Company is due to retire by rotation. Mr. Sanjay Jain, being
eligible offers himself for re-appointment.
Briefprofile
ofdirectorsproposedtobeappointed/re-appointedisannexedtotheNoticeconveningtheAGM
formingpartofthisAnnualReport.
26. Declaration of Independent Directors
The Independent Directors submitted their disclosures to the Board that they fulfill
all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to
qualify themselves to be appointed as Independent Directors under the provisions of the
Companies Act, 2013 and the relevant rules and as per the SEBI (LODR) Regulations, 2015.
27. Auditors
A. Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made
thereunder, M/s Ravi Sharma & Co., Chartered Accountants, Jaipur (Firm Registration
No. 015143C) were appointed as Statutory Auditors of the Company for a the Further term of
five consecutive years, to hold office from the conclusion of the this Annual General
Meeting until the conclusion of 46th Annual General Meeting of the Company, 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.
B. Cost Auditors
The Company is not required to maintain cost records as per the Companies (Cost Records
and Audit) amendments Rules, 2014.
C. Secretarial Auditors
In accordance with the provisions of Section 204 of the Companies Act, 2013 read with
Rule 9 of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014,
the Company has got theSecretarial Audit conducted from thePracticing CompanySecretary.
A Secretarial Audit Report issued by M/s. Monika Jain & Associates, Practicing
Company Secretary, Love Khush Sadan, Near Bus stand, Rajnagar, Rajsamand-313326 in Form MR
- 3, in respect of the secretarial audit of the Company for the financial year ended 31st
March 2023, is provided in "Annexure - B".
28. Auditors Report
The Statutory and Secretarial Auditors Reports are self-explanatory and requires no
comments
29. Listing
TheCompanys Equity Capital is listed on the TheCalcutta Stock Exchanges Association
Limited (CSE)and BSE Limited (BSE).
30. Insurance
The Companys plant & machinery, buildings, stocks & assets are adequately
insured.
31. Internal Control System
Your Company continuously invests in strengthening its internal control processes and
has appointed M/S AGRAWAL PRAVEEN & ASSOCIATES, Chartered Accountants as the Internal
Auditors of the Company 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 toensure 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 control 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 reviews adherence to internal control
systems. Further, the Board annually reviews the effectiveness of the Companys internal
control system.
32. Corporate Governance
In compliance with Regulation 34 of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate
Governance along with Compliance Certificate issued by Statutory Auditors of the Company,
forms an integral part of this Report.
33. Disclosure of Composition of Audit Committee And Providing V igil Mechanism
The Company has constituted an Audit Committee as required under Section 177 of the
Companies Act, 2013 and has also established Vigil Mechanism for their employees and
Directors to report their genuine concerns or grievances.
The details of the same are explained in the Corporate Governance Report. The Board has
accepted all the recommendations of the Audit Committee during the year under review as
and when brought to their notice.
34. Disclosure Under the Sexual Harassment of Women at W orkplace (Prevention,
Prohibition and Redressal) Act, 2013
Your Company has always believed in providing a safe and harassment free workplace for
every individual working in the Companys premises through various interventions
andpractices. The Company always endeavors tocreate andprovide an environmentthatis free
from discrimination and harassment including sexual harassment.
During the year ended 31st March 2023, did not receive any complaints pertaining to
sexual harassment
35. Significant andMaterial Orders Passedby theRegulators orCourts orTribunalsimpacting
theGoing Concernstatus ofthe Company
There are no significant and material orders passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company.
The Company has constituted an Audit Committee as required under Section 177 of the
Companies Act, 2013 and has also established Vigil Mechanism for their employees and
Directors to report their genuine concerns or grievances.
The details of the same are explained in the Corporate Governance Report. The Board has
accepted all the recommendations of the Audit Committee during the year under review as
and when brought to their notice.
36. Shares
a. Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
b. Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
c. Bonus Shares
No Bonus Shares were issued during the year under review.
d. Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees.
37. Details of Application / Any Proceeding Pending Under the Insolvency and Bankruptcy
Code, 2016
Neither any application was made nor any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the financial year
38. Details of Difference Between Amount of the Valuation Done At The Time Of One Time
Settlement And The Valuation Done While Taking Loan From The Banks Or Financial
Institutions Along With The Reasons Thereof
As Company has not done any one time settlement during the year under review hence no
disclosure is required.
39. Acknowledgements
Your Company will soon complete glorious 4 2 eventful years of the existence in this
country. Very few brands continue to remain relevant and become iconic over such a long
passage of time. Your Directors are proud of this rich heritage and thank all our
stakeholders who have contributed to the success of your country.
Your 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, your Companys
achievements would not have been possible.
Your Directors also wish to thank its customers, dealers, agents, suppliers, investors
and bankers for their continued support and faith reposed in the Company.
Forandon behalf ofBoardofDirectors For Jain Marmo Industries Ltd.
Place:Udaipur |
(SanjayJain) |
(Sidharth Jain) |
Date: 04.09.2023 |
(DIN:01636670) |
(DIN: 01275806) |
|
WholeTimeDirector |
Managing Director |
+91-9892691696
