Your Directors have pleasure on presenting the 43 (Forty Third) Annual report on the business and operations of the company and the audited Statement of Accounts for the period from 1st April, 2023 to 31st March, 2024.
Financial Results
The Company's financial performance for the year ended March 31, 2024 is summarized below:
Rs. In Lacs
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Particulars
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2023-24
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2022-23
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Revenue from Operations
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158.21
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133.27
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Other Income
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7.16
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55.26
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Total Revenue
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165.38
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188.53
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Profit before tax
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3.05
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14.06
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Less : Current Tax
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0.79
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3.62
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Deferred Tax
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(4.30)
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(0.13)
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Profit after Tax
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6.56
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10.57
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Other Comprehensive Income
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0.35
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1.17
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Total Comprehensive Income For the Year
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6.90
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11.74
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Balance brought forward from the previous year
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76.97
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65.23
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Appropriation
|
|
|
Transfer to General Reserve
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-
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-
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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 2023-24.
2. State of the Company Affairs Sales Income
Sales Income for the year ended 2024 amounted to 158.21 lacs as against 133.27 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 6.56 lacs for the year ended 31st March 2024 as against net profit after tax of 10.57 lacs for the Previous year. Yours share in the Company now commands a healthy book value of 12.68 and the EPS stands at 0.21 per share for the year 2023-24
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 and aspirations.
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 Company believes that strengthening the relationships with its existing clients is as important 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 to develop an environment, which is conducive to high growth 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. The Sales team is on high alert for scouting all new and existing opportunities as regards to big projects and retail demand as well.
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 Company's 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 Company's 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 ofthe Company
The Company has placed a business risk management framework for identifying risks and opportunities that may have a bearing on the organization's 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, which are periodically 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 Company's 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.
A detailed exercise has been carried out to identify, evaluate, manage and monitor 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 year 2023-24.
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.jainmarmo.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 Related Parties
All Related Party Transactions are entered during the Financial Year are in compliance to the provisions of law, the Policy on Materiality of and dealing with Related Party Transactions (“Related Party Policy”) and were entered with the approval of Audit Committee, Board and Shareholders if and as applicable. All related party transactions were entered into were on arm's length basis and in ordinary course of business. There were no related party transactions which could be considered material (based on the definition of material transaction as mentioned under explanation to Sub Regulation (1) of Regulation 23 of the SEBI Listing Regulations). Accordingly, the disclosure in Form AOC-2 pursuant to compliance of Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company for 2023-24 and hence does not form part of this report and all related party transaction on arm's length basis forms parts to notes to the Financial Statements.
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, 2024 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 43rd Annual General Meeting and up to the date of the ensuing General Meeting during the business hours on working days.
Further, the Company has no person in its employment drawing salary of 60 lacs per annum or 5 lacs per month as defined under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) and 3 of the Companies (Appointment and Remuneration of Managerial 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 2023-24, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:
S.No.
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Name of Director/KMP and Designation
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Remuneration of Director/ KMP for Financial Year 2023-24 ( Rs. in Lacs)
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% increase in Remuneration in the Financial Year 2023-24
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Ratio of remuneration of each Director/ to median remuneration of employees
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1
|
Sidharth Jain, Managing Director
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3.60
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Nil
|
1.2:1
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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 2023-24 is about 6%
iii. Number of Permanent Employees on the payroll as on 31st March, 2024 of the Company are 09 (Nine only)
iv. The average increase in remuneration is not based on Company's 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 13.97% 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.
i. 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 Company's Profits After Tax, EBIDTA, Revenues.
ii. 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.
iii. 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 Company's 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. Company's 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' 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 is explained in the Corporate Governance Report.
16. Evaluation of The Board's 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 under review. The Board was 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, viewpoints 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 the Nomination and Remuneration Committee.
b. Board and Committees - 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 discussion of his / her evaluation.
17. Annual Return
The Annual Return of the Company 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 Six (6) 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 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. That proper internal financial control was in place and that the internal financial controls were 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 adequate and were operating effectively.
20. Management Discussion and Analysis Report
The Management Discussion and Analysis forms an integral part of this report and gives details of the overall industry structure, market developments, performance and state of affairs of Company's business during the financial year 2023¬ 24.
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, 2024.
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) ofThe 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 of Section 152 of the Companies Act, 2013, Mr. Sandeep Jain (DIN: 01491361) Director of the Company is due to retire by rotation. Mr. Sanjay Jain, being eligible offers himself for re-appointment.
Brief profile of directors proposed to be appointed/re-appointed is annexed to the Notice convening the AGM forming part of this Annual Report.
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 of Managerial Personnel) Rules, 2014, the Company has got the Secretarial Audit conducted from the Practicing Company Secretary.
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 2024, is provided in “Annexure - B”.
28. Auditors Report
The Statutory and Secretarial Auditors' Reports are self-explanatory and requires no comments
29. Listing
The Company's Equity Capital is listed on the The Calcutta Stock Exchanges Association Limited (CSE) and BSE Limited (BSE).
30. Insurance
The Company's 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 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 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 Company's internal control system.
32. Corporate Governance
Pursuant to Regulation 34(3) of the Listing Regulations read with Regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C, D and E of Schedule V shall not apply the Company a Certificate from the Company Secretary in Practice towards compliance of the provisions of Corporate Governance, forms an integral part of this Annual Report shall not apply to the company.
33. Disclosure of Composition of Audit Committee and Providing Vigil 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 Workplace (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 Company's premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.
During the year ended 31st March 2024, did not receive any complaints pertaining to sexual harassment
35. Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern status 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 43 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 Company's 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.
For and on behalf of Board of Directors For Jain Marmo Industries Ltd.
Place: Udaipur (Sanjay Jain) (Sidharth Jain)
Date: 04.09.2024 (DIN: 01636670) (DIN: 01275806)
Whole Time Director Managing Director
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