Marble City India Ltd
Directors Reports
To,
The Shareholders
Your Board of Directors take pleasure in presenting the 30th
Board's Report of the Company together with the Audited Financial Statements for the
year ended on 31st March, 2023.
FINANCIAL HIGHLIGHTS ( in Lakhs)
PARTICULARS |
31.03.2023 |
31.03.2022 |
Sales |
11382.96 |
7495.67 |
Other Income |
23.13 |
20.48 |
Total Income |
11406.09 |
7516.15 |
Expenses |
10652.03 |
6937.47 |
Earnings before depreciation, finance
costs and taxes |
754.06 |
578.68 |
Less: Depreciation and Finance Costs |
637.40 |
497.13 |
Profit/ (Loss) before taxation |
116.66 |
81.55 |
Tax Expenses |
39.59 |
25.85 |
Balance Surplus Carried to Balance Sheet |
77.07 |
55.70 |
STATEMENT OF COMPANY'S AFFAIRS
During the year under review, the Company achieved the sales turnover
of 11406.09 Lakhs as against 7516.15 Lakhs of the previous financial year. The profit
before tax and profit after tax are at 116.66 Lakhs and 77.07 Lakhs respectively for the
Financial Year 2022 23 as against 81.55 and 55.70 Lakhs for the previous financial year.
RESERVES
The Company has not transferred any amount to reserves during the year
under review.
DIVIDEND
The Company is putting continuous effort to expand its existing
infrastructure, so the Company is not in a position to declare any dividend for the year.
Therefore no dividend is proposed to be declared.
DEPOSITS
The Company has not accepted any deposits from the public or its
employees during the year under review.
CAPITAL
The Authorized share capital of the Company is 15,25,00,000.00 divided
into 3,05,00,000 equity shares of 5 each. The paid up equity capital of the Company is
5,97,36,540.00 divided into 1,19,47,308 equity shares of 5 each.
MATERIAL CHANGES AND COMMITMENTS
The company has not made any material changes and commitments affecting
the financial position of the company which have occurred between the end of the financial
year of the company to which the financial statements relate and the date of this report.
BOARD MEETINGS
During the Financial Year ended March 31, 2023, Eleven Board Meeting
were held and the maximum time gap between two meetings did not exceed 120 days. The dates
on which the Board Meetings held were as follows:
1. |
04th April, 2022 |
5. |
13th August, 2022 |
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2. |
14th April, 2022 |
6. |
23rd August, 2022 |
9. |
14th February, 2023 |
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10. |
03rd March, 2023 |
3. |
27th April, 2022 |
7. |
14th November, 2022 |
11. |
27th March, 2023 |
4. |
30th May, 2022 |
8. |
03rd January, 2023 |
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DIRECTORS
As on closing of the year, the board of directors was comprised of Five
Directors with an optimum combination of Executive, Non Executive and Independent
Directors. The composition of the Board and category of Directors is as follows:
1 Shri Saket Dalmia |
Promoter, Managing & Executive
Director |
2 3 Smt. Usha Sharma Shri Amit Dalmia |
Non Executive Director Non Executive
Director |
5 4 Shri Anil Kumar Shri Pradip Asopa |
Independent Non Executive Director
Independent Non Executive Director |
The Board meets regularly and is responsible for the proper direction
and management of the Company. In accordance with the provisions of the Articles of
Association of the Company, Mr. Amit Dalmia (DIN: 00083646) retire by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS
All the Independent Directors have given declarations that they meet
the criteria of independence as laid down under Section 149(6) of the Act. In the opinion
of the Board, they fulfill the conditions of independence as specified in the Act and
Rules made there under and are independent of the management.
PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS
The Nomination and Remuneration Committee is responsible for developing
competency requirements for the Board based on the industry and strategy of the Company.
The Nomination and Remuneration Committee reviews and evaluates the resumes of potential
candidates vis-a-vis the required competencies. The Nomination and Remuneration Committee
also meets with potential candidates, prior to making recommendations of their nomination
to the Board. At the time of appointment, specific requirements for the position,
including expert knowledge expected, is communicated to the appointee.
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND
INDEPENDENCE OF A DIRECTOR
The Nomination and Remuneration Committee has formulated the criteria
for determining qualifications, positive attributes and independence of Directors in terms
of Section 178(3) of the Act.
Qualifications: |
A transparent Board
nomination process is in place that encourages diversity of thought, experience,
knowledge, perspective, age and gender. It is also ensured that the Board has an
appropriate blend of functional and industry expertise. While recommending the appointment
of a Director, the Nomination and Remuneration Committee considers the manner in which the
function and domain expertise of the individual will contribute to the overall
skill-domain mix of the Board. |
Positive Attributes: |
In addition to the duties
as prescribed under the Act, the Directors of the Board of the Company are also expected
to demonstrate high standards of ethical behavior, strong interpersonal and communication
skills and soundness of judgment. Independent Directors are also expected to abide by the
Code of Independent Directors as outlined in Schedule IV to the Act. |
Independence: |
In accordance with the
above criteria, a Director will be considered as an Independent Director' if
he/she meets with the criteria for Independent Director' as laid down in the
Companies Act, 2013. |
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND OF DIRECTORS
Pursuant to the provisions of the Act, the Board has carried out an
annual evaluation of its own performance, performance of the Directors as well as the
evaluation of the working of its Committees. The Nomination and Remuneration Committee has
defined the evaluation criteria and the performance evaluation process for the Board, its
Committees and Directors. The Board's functioning is evaluated on various aspects,
including inter alia degree of fulfillment of key responsibilities, Board structure and
composition, establishment and delineation of responsibilities to various Committees,
effectiveness of Board processes, information and functioning. Directors were evaluated on
aspects such as attendance, contribution at Board/Committee meetings and guidance/support
to the management outside Board/Committee meetings. The Committees of the Board were
assessed on the degree of fulfillment of key responsibilities, adequacy of Committee
composition and effectiveness of meetings.
The performance evaluation of the Independent Directors was carried out
by the Board. The performance evaluation of the Chairman and the Non Independent Directors
was carried out by the Independent Directors who also reviewed the performance of the
Board, its Committees and the Directors. The Chairman of the Board provided feedback to
the Directors on the significant highlights with respect to the evaluation process of the
Board.
AUDITORS:
STATUTORY AUDITORS: |
M/s. Ellahi Goel &
Co., Statutory Auditors of the Company hold office till the conclusion of the upcoming
Annual General Meeting. |
SECRETARIAL AUDITOR: |
Pursuant to the
provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the
Company had appointed M/s. R Miglani & Co., Company Secretaries to undertake the
Secretarial Audit of the Company for the year ended on 31st March, 2023. The
Secretarial Audit Report is annexed as Annexure I. |
The Auditors' Report for the Financial Year ended 31st March, 2023
do not contain any qualification, reservation, adverse remark or disclaimer. The Auditors
have confirmed that, their appointment, if made, would be within the limits prescribed
under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified in
terms of Section 139 of the Companies Act, 2013.
Explanation on Comments of Secretarial Auditor in Secretarial Audit
Report for the Financial Year ended 31st March, 2023:
(i) The company is required to appoint Chief Financial officer in
accordance with the provisions of Section 203 of the Companies Act, 2013 read with rule 8
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The
Company is liable under provisions of Section 203(5) of the Companies Act, 2013.
The Board of Directors are trying its best to appoint C.F.O and assure
they will appoint C F O at earliest. (ii) The Company has not submitted disclosure of
Related party transactions for the half year ended September, 2022 within prescribed time
period. The management discussed the Non compliance which was unintentional and
inadvertent and asserted that it shall not repeat in future. (iii) The listed entity has
revised Shareholding Pattern for the quarter ended September, 2022. The management
discussed the same and has promptly made correction as needed. (iv) The Company has not
submitted Financial results for the year ended March, 2022 within prescribed time period.
The management discussed the same and filed the Results on 07th
June 2022 without any further delay. (v) The Company has not submitted Financial results
for the quarter ended September, 2022 within prescribed time period. The management
discussed the Non compliance which was unintentional and inadvertent and asserted that it
shall not repeat in future. The Listed entity has filed the same on 14th March
2023. (vi) The Company has not submitted Financial results for the quarter ended December,
2022 within prescribed time period. The Financial Results for the Quarter ended on
31.12.2022 were approved by the Board of Directors of the Company in a Board Meeting held
on 14.02.2023. Outcome of Board Meeting U/r 30 of SEBI (LODR) Regulation was given to
Stock Exchange on the same day within 30 minutes of conclusion of Board Meeting. Mr. Anil
Kumar who was suffering from Cough and Cold from past some days and who had taken COVID
Test on previous day, had also attended the Board Meeting and meanwhile at the conclusion
of Board Meeting, His Report came to positive. This situation resulted in chaos and fear
in the Board Room and before uploading the UFR, all members and employees present over
there went for isolation. The Office resumed after a week and on the presumption that
results were uploaded on that day of the Board Meeting, thereby delaying the uploading of
UFR.
The Board came to know through verification of our own records on
07.04.2023 that the UFR for quarter ending on 31.12.2022 were not uploaded and taking
corrective steps, we uploaded the results on 07.04.2023. (vii) The Company has failed
publish financial results in newspaper for the quarter ended September, 2022. The
management discussed the Non compliance which was unintentional and inadvertent and
asserted that it shall not repeat in future. (viii) The Company has not submitted
intimation under Regulation 74(5) of SEBI (Depositories and Participants) Regulations,
2018 for the quarter ended September, 2022 and December, 2022 within prescribed time
period. The management discussed the Non compliance which was unintentional and
inadvertent and asserted that it shall not repeat in future.
(ix) The Company has not submitted intimation under Regulation 74(5) of
SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended March, 2022
and June, 2022 Due to non- occurrence of the specified event and non-receipt of RTA
confirmation under the regulation. The management discussed the Non compliance which was
unintentional and inadvertent and asserted that it shall not repeat in future.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory auditors nor the
secretarial auditors have reported to the Audit Committee under Section 143(12) of the
Companies Act, 2013 any instances of fraud committed against your Company by its officers
and employees, the details of which would need to be mentioned in the Board's Report.
MAINTAINENCE OF COST RECORDS
Cost records have been made and maintained by your Company as specified
by the Central Government under Sub-Section (1) of Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit) Rules, 2014.
AUDIT COMMITTEE
As on closing of the year, the Audit Committee of the company comprised
Three Non-Executive Directors, of which two of them are Independent. The Chairman of the
committee is an independent Director having financial and accounting knowledge. The
composition of Audit Committee and attendance of Directors at committee meetings is shown
below:
Name of the Director |
Designation |
Attendance at Committee
Meeting |
|
|
Held |
Attended |
Mr. Pradip Asopa |
Chairman |
4 |
4 |
Mrs. Usha Sharma |
Member |
4 |
4 |
Mr. Anil Kumar |
Member |
4 |
4 |
Statutory Auditors were invited to participate in the meetings of Audit
Committee wherever necessary. During the financial year ended 31st March 2023
the Audit Committee of the company met four times. The dates of the meetings were:
16th May, 2022 |
01st August, 2022 |
03rd November, 2022 |
01st February, 2023 |
The Board has accepted all the recommendations of the Audit Committee
during the year.
KEY MANAGERIAL PERSONNEL
In compliance with provisions of Section 203 of the Companies Act,
2013, during the Financial Year 2022-23, The Managing Director and the Company Secretary
have been nominated as Key Managerial Personnel.
INSURANCE
The Properties and insurable assets and interest of your Company such
as buildings, plant & machinery and stocks among others, are adequately insured.
BONUS ISSUE
During the year the Company has not issued any bonus shares.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies
Act, 2013 with respect to Directors' Responsibility Statement, it is hereby
confirmed: (i) That in the preparation of the annual accounts for the financial year ended
March 31, 2023 the applicable accounting standards had been followed along with proper
explanation relating to material departures; (ii) That the directors had selected such
accounting policies and applied them consistently and made judgments and estimates that
were 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 or loss of the company for
the year under review; (iii) That 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; (iv) That the directors had prepared the annual accounts on a going
concern basis for the financial year ended on March 31, 2023;
(v) That the directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
(vi) That the directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The details of loans, guarantees and investments, if any, covered under
the provisions of Section 186 of the Companies Act, 2013 have been stated in the notes to
the Financial Statements forming part of Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules 2014, the following information is provided:
A. CONSERVATION OF ENERGY
Our Company is not an energy intensive unit, however regular efforts
are made to conserve energy.
B. RESEARCH AND DEVELOPMENT
The Company did not have any activity during the year.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year, the Company has made expenditure of 15,01,357/- in
foreign currency.
PARTICULARS OF EMPLOYEES AND REMUNERATION
Statement containing information as required under Section 197(12) of
the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is annexed as Annexure II.
The detail of top ten employees in terms of remuneration drawn as per
the provisions of Rule 5(2) and (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 have been included in Annexure III.
There were no other employees in receipt of remuneration as prescribed
under the provisions of Rule 5 (2)(i), (ii) and (iii) and Rule 5 (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
VIGIL MECHANISM FOR EMPLOYEES E.T.C.
Your Company has established a vigil mechanism for reporting of
concerns which is in compliance of the provisions of Section 177 of the Companies Act,
2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and
listing regulations. The Vigil Mechanism provides for framework and process whereby
concerns can be raised by its employees against any kind of discrimination, harassment,
victimization or other unfair practice being adopted by them. Adequate safeguards are
provided against victimization to those who avail of the mechanism, and access to the
Chairman of the Audit Committee, in exceptional cases, is provided to them.
ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of
the Companies (Management and Administration) Rules, 2014, The Annual Return as on 31st
March 2023 is available on your Company's website: www.pgil.com
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Managements' Discussion and Analysis Report for the year under
review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is presented in a separate section forming Annexure IV of the
Director's Report.
INTERNAL FINANCIAL CONTROLS
The Directors had laid down internal financial controls to be followed
by the Company and such policies and procedures adopted by the Company for ensuring the
orderly and efficient conduct of its business, including adherence to Company's policies,
the safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information.
DETAILS IN RESPECT OF FRAUDS
No fraud has been reported by auditors under sub section (12) of
section 143 of the Act other than those which are reportable to Central government.
CORPORATE GOVERNANCE REPORT
Your Company has implemented all the stipulations of the Corporate
Governance Practices set out by the Securities and Exchange Board of India and as provided
in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Separate
section on Report of Corporate Governance as stipulated under SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 form part of the Annual Report.
The requisite certificate from the Company Secretary in Practice
regarding compliance of conditions of Corporate Governance as stipulated under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached and form
part of the Annual Report.
COMPLIANCE OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ACT 2013:
Your Company has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
RELATED PARTY TRANSACTIONS
All the related party transactions are entered on arm's length
basis and are in compliance with the applicable provisions of the Act and the SEBI (LODR)
Regulations. There are no materially significant related party transactions made by the
company with Promoters, Directors or Key Managerial Personnel etc. which may have
potential conflict with the interest of the company at large.
All Related Party and transactions with them has been presented to the
Board of Directors in their respective Board Meeting. The Board Members overseen all the
Related Party and the transactions. After the brief discussions on the following matters:
a) the name of the related party and nature of relationship; b) the
nature, duration of the contract and particular of the contract or arrangement; c) the
material terms of the contract or arrangement including the value, if any; d) any advance
paid or received for the contract or arrangement, if any; e) the manner of determining the
pricing and other commercials terms, both included as part of contract and not considered
as part of contract; f) whether all factors relevant to the contract have been considered,
if not, the details of factors not considered with the rationale for not considering those
factors; and g) any other information relevant or important for the Board to take a
decision on the proposed transaction.
The Board Authorized the Audit Committee for making the criteria for
granting omnibus approval for Related Party Transactions.
All Related Party Transactions are presented to the Audit committee.
Audit Committee consider the following items before making the Omnibus approval: a)
maximum value of the transactions, in aggregate, which can be allowed under the omnibus
route in a year; b) the maximum value per transactions which can be allowed; c) extent and
matter of disclosures to be made to the Audit Committee at the time of seeking omnibus
approval; d) review, at such intervals as the Audit Committee may deem fit, related party
transaction entered into by the company pursuant to each of the omnibus approval made; e)
transactions which cannot be subject to the omnibus approval by the Audit Committee.
Omnibus approval is obtained for the transactions which are foreseen
and repetitive in nature. A statement of related party transactions was presented before
the Audit Committee on a quarterly basis, specifying the nature, value and terms and
conditions of the transactions.
All the contracts/arrangements/transactions entered with related party
for the year under review were on Arm's Length basis. Company has entered into
material related party transactions during the year under review. Further disclosure in
Form AOC-2 is as attached as Annexure V.
The policy on Related Party Transactions as approved by the Board of
Directors has been uploaded on the website of the Company (www.pgil.com).
CORPORATE SOCIAL RESPONSIBILITY
There is no need to form Corporate Social Responsibility Committee and
Corporate Social Responsibility Policy for the company as per the requirement of the
Companies Act, 2013.
FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS
The details of programmes for familiarization of Independent Directors
with the company, their roles and responsibilities in the company, business model of the
company and other related matter are updated on the website of the Company (www.pgil.com).
To familiarize the new inductees as independent director with the
strategy, operations and functions of our Company, the executive directors make
presentations to the inductees about the Company's organization structure, finance, human
resources, facilities and risk management.
POLICY FOR PRESERVATION OF DOCUMENTS
In terms of applicable provisions of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company have
incorporated policy for preservation of documents as specified in the Regulation.
POLICY ON MATERIALITY OF RELATED PARTY TRANSACTIONS
In terms of Regulation 23(1) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 Company have
incorporated policy to determine materiality of Related Party Transactions as specified in
the Regulation.
RISK MANAGEMENT POLICY
Enterprise Risk Management is a risk-based approach to manage an
enterprise, identifying events that may affect the entity and manage risks to provide
reasonable assurance regarding achievement of entity's objective.
The risks identified by the Company broadly fall into the following
categories viz. strategic risks, operational risks, regulatory risks, financial and
accounting risks, foreign currency and other treasury related risks and information
systems risks. The risk management process consists of risk identification, risk
assessment, risk prioritization, risk treatment or mitigation, risk monitoring and
documenting the new risks.
Board has laid down a risk management framework and policy to address
the above risks. The objective of the policy is to identify existing & emerging
challenges that may adversely affect the Company and manage risks in order to provide
reasonable assurance to the various stakeholders. In the opinion of your Board, none of
the risks which have been identified which may threaten the existence of the Company.
CAPITAL AND DEBT STRUCTURE
Your Director states that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:- a) Details relating to deposits covered under Chapter V of the Act. b)
Issue of the equity shares with differential rights as to dividend, voting or otherwise.
c) Issue of shares (including sweat equity shares) to directors or employees of the
Company d) Issue of Employee Stock Option Scheme to employees of the company e) There is
no subsidiary, Associate and joint venture of the company and further there are no
companies, which have become or ceased to be the subsidiary and joint venture of the
company during the year. f) No significant or material orders were passed by the
regulators or courts or tribunals, which impact the going concern status and
Company's operations in future. g) Purchase of or subscription for shares in the
company by the employees of the company. h) There is no material subsidiary of company, so
no policy on material subsidiary is required to be adopted. i) There is no Corporate
Insolvency Resolution Process under IBC 2016 initiated against the Company. j) The Company
did not made any one time settlement during the year.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has Complied all the Secretarial Standards as applicable
during the Financial Year 2022 23.
ACKNOWLEDGEMENT
Your Directors express their sincere thanks and appreciation for the
cooperation received from the Investors, Shareholders, Banks and Business Associates
during the year under review. Your Directors also wish to place on record their
appreciation for the excellent performance and contribution of the Employees to the
Company's progress during the year under review.
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For and on behalf of the Board |
Place: New Delhi |
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Date: 28th August 2023 |
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Sd/- |
Sd/- |
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Saket Dalmia |
Amit Dalmia |
|
(Managing Director) |
(Director) |
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DIN: 00083636 |
DIN:0003646 |
Form No. MR-3 Secretarial Audit Report
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] for the
Financial year ended 31st March, 2023 To, The Members,
MARBLE CITY INDIA LIMITED
(Formerly known as P G INDUSTRY LIMITED) A - 30, S - 11, Second Floor,
Kailash Colony New Delhi-110048
I have conducted the Secretarial Audit of the compliance of applicable,
statutory provisions and the adherence to good corporate practices by MARBLE CITY INDIA
LIMITED (hereinafter called the company). Secretarial Audit was conducted in a manner that
provided me a reasonable basis for evaluating the corporate conducts/statutory compliances
and expressing my opinion thereon.
Opinion
Based on my verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, I hereby report that in my opinion, the Company
has, during the audit period covering the financial year ended on March 31, 2023 complied
with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance-mechanism in place to the extent, in the manner and subject
to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the Financial Year ended on March
31, 2023 and made available to me, according to the provisions of:
i. The Companies Act, 2013 (the Act) and the Rules made thereunder, as
applicable; ii. The Securities Contracts (Regulation) Act, 1956 (SCRA') and the
rules made thereunder; iii. The Depositories Act, 1996 and the Regulations and Bye-laws
framed thereunder; iv. Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment
and External Commercial Borrowing. v. The following Regulations and Guidelines prescribed
under the Securities and Exchange Board of India Act, 1992 (SEBI Act):- a. The Securities
and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011; b. The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015; c. The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 (Not Applicable to the Company during the Audit
Period); d. The Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of
India (Share Based Employee Benefits) Regulations, 2014 (Not Applicable to the Company
during the Audit Period); e. The Securities and Exchange Board of India (Registrars to an
Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing
with client; (Not Applicable to the Company during the Audit Period);
I have also examined compliance with the applicable clauses of the
following:
i. The Secretarial Standards issued by the Institute of Company
Secretaries of India. ii. Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
I report that, during the period under audit and review, the Company
has complied with the provisions of the Act, Rules, Regulations, Guidelines, etc.
mentioned above.
I further report that, there were no events / actions in pursuance of:
a) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008; b) The Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2009; and c) The Securities and Exchange Board
of India (Buyback of Securities) Regulations, 2018, requiring compliance thereof by the
Company during the financial year.
I further report that, based on the information provided and the
representation made by the Company and also on the review of the compliance reports of
Company Secretary taken on record by the Board of Directors of the Company, in my opinion,
adequate systems and processes exist in the Company to monitor and ensure compliance with
provisions of applicable general laws like Labour laws and Environmental laws.
I further report that;
1. The compliance by the Company of applicable financial laws
like direct and indirect tax laws and maintenance of financial records and books of
accounts have not been reviewed in this Audit since the same have been subject to review
by statutory financial audit and other designated professionals.
2. The Board of Directors of the Company is duly constituted
with proper balance of Executive Directors, Non-Executive Directors and Independent
Directors. The changes in the composition of the Board of Directors that took place during
the period under review were carried out in compliance with the provisions of the Act.
3. Adequate notice is given to all directors to schedule the
Board Meetings, agenda and detailed notes on agenda were sent with in prescribed limit,
and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting.
As per the minutes of the meetings duly recorded and signed by the
Chairman, the decisions of the Board were unanimous and no dissenting views have been
recorded.
I further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period the company has not made
any major changes in the following events/actions in pursuance of the below law, rules,
regulations and guidelines.
i. Public/Right/Preferential issue of shares / debentures/sweat equity,
etc. ii. Redemption / buy-back of securities iii. Foreign technical collaborations
I further report that;
During the period under audit and review, the Company has complied with
the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above except
following;
(i) Please refer Annexure A' Discrepancies found during our audit
as annexed to this report.
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For R MIGLANI & CO. |
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Company Secretaries |
|
Sd/- |
|
CS Rajni Miglani |
|
Proprietor |
|
M. No.: 30016 |
|
C .O .P No: 11273 |
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PR No.: 2392/2022 |
Date: August 25, 2023 |
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Place: New Delhi |
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UDIN: A030016E000850902 |
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Annexure A' DISCREPANCIES FOUND DURING THE AUDIT
1. Please note that the company is in non-compliance of the
provisions of Section 203 of the Companies Act, 2013 read with rule 8 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding Appointment
of Chief Financial officer.
The company is required to appoint Chief Financial officer in
accordance with the provisions of Section 203 of the Companies Act, 2013 read with rule 8
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The
Company is liable under provisions of Section 203(5) of the Companies Act, 2013.
2. During the reporting period the we have observed following
discrepancies under SEBI (LODR) Regulation, 2015 and SEBI (Depositories and Participants)
Regulations, 2018;
(i) The Company has not submitted disclosure of Related party
transactions for the half year ended September, 2022 within prescribed time period. (ii)
The listed entity has revised Shareholding Pattern for the quarter ended September, 2022
(iii) The Company has not submitted Financial results for the year ended March, 2022
within prescribed time period. (iv) The Company has not submitted Financial results for
the quarter ended September, 2022 within prescribed time period. (v) The Company has not
submitted Financial results for the quarter ended December, 2022 within prescribed time
period. (vi) The Company has failed publish financial results in newspaper for the quarter
ended September, 2022. (vii) The Company has not submitted intimation under Regulation
74(5) of SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended
September, 2022 and December, 2022 within prescribed time period. (viii) The Company has
not submitted intimation under Regulation 74(5) of SEBI (Depositories and Participants)
Regulations, 2018 for the quarter ended March, 2022 and June, 2022 Due to non-occurrence
of the specified event and non-receipt of RTA confirmation under the regulation.
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Company Secretaries R MIGLANI
& CO. |
|
Sd/- |
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CS Rajni M.No. Proprietor Miglani 30016 |
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PR No.: 2392/2022 C .O .P No: 11273 |
Date: August25, 2023 |
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Place: NewDelhi UDIN:
A030016E000850902 |
|
To,
The Members,
MARBLE CITY INDIA LIMITED
(Formerly known as P G INDUSTRY LIMITED) A - 30, S - 11, SECOND FLOOR,
KAILASH COLONY NEW DELHI-110048
My report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of
the management of the Company. My responsibility is to express an opinion on these
secretarial records based on my audit.
2. I have followed the audit practices and process as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in Secretarial records. I believe that the process and practices i followed
provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of
financial records and books of accounts of the Company.
4. Where ever required, I have obtained the Management
representation about the compliance of laws, rules and regulations and happening of
events, etc.
5. The compliance of the provisions of corporate and other
applicable laws, rules, regulations, standards is the responsibility of management. My
examination was limited to the verification of procedure on test basis.
|
For R MIGLANI & CO. |
|
Company Secretaries |
|
Sd/- |
|
CS Rajni Miglani |
|
Proprietor |
|
M. No.: 30016 |
|
C .O .P No: 11273 |
|
PR No.: 2392/2022 |
Date: August 25, 2023 |
|
Place: New Delhi |
|
UDIN: A030016E000850902 |
|
PARTICULARS OF EMPLOYEES AND
REMUNERATION
[Pursuant to Rule 5 (1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014] Explanation: (i) the expression median
means the numerical value separating the higher half of a population from the lower half
and the median of a finite list of numbers may be found by arranging all the observations
from lowest value to highest value and picking the middle one; (ii) if there is an even
number of observations, the median shall be the average of the two middle values)
1. The ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the Financial Year:
Name of the Director |
Ratio to Median |
Mr. Saket Dalmia Managing Director |
6.37 |
Mr. Amit Dalmia Director |
6.37 |
Mr. Pradip Asopa Director |
-- |
Mr. Anil Kumar Director |
-- |
Mrs. Usha Sharma Director |
-- |
2. The percentage increase in remuneration of each Director,
Chief Financial Officer, and Company Secretary in the Financial Year:
Name of the Director, C. F. O and C S |
Percentage |
|
increase in |
|
Remuneration |
Mr. Saket Dalmia Managing Director |
-- |
Mr. Amit Dalmia Director |
-- |
Mr. Pradip Asopa Director |
-- |
Mr. Anil Kumar Director |
-- |
Mrs. Usha Sharma Director |
-- |
Mr. Davender Kumar Company Secretary |
9.09 |
3. The percentage increase in the median remuneration of
employees in the Financial Year: 20.57
4. The number of permanent employees on the rolls of Company:
Thirty Eight
5. 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:
Average percentile Increase in the salaries of Employees 4.31
Average percentile Increase in Managerial Remuneration 0.00
6. Affirmation that the remuneration is as per the Remuneration
Policy of the Company:
It is affirmed that the remuneration paid is as per the Remuneration
Policy for Directors, Key Managerial Personnel and other employees, adopted by the
Company.
|
|
For and on behalf of the Board |
Place: New Delhi |
|
|
Date: 28th August 2023 |
|
|
|
Sd/- |
Sd/- |
|
Saket Dalmia |
Amit Dalmia |
|
(Managing Director) |
(Director) |
|
DIN: 00083636 |
DIN:0003646 |
The detail of top ten employees in terms of remuneration drawn as per
the provisions of Rule 5(2) and (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
Name |
Designation |
Remuneration received (In
Lakhs) |
Nature of Employment |
Qualification or
Experience |
Date of commencement of
Employment |
Age of Employee |
The Last employment held
by such employee before joining the Company |
The Percentage of equity
shares held by the employee in the Company |
Whether relative of any
Director or manager of the Company and if so, Name of such Director or Manager |
RAJA RAM DALMIA |
PRESIDENT - SALES &
MARKETING |
18.00 |
NON CONTRACTUAL |
GRADUATE |
25-Sep-14 |
75 |
N. A. |
- |
SAKET DALMIA,
AMIT DALMIA |
NAMITA DALMIA |
AGM - SALES (PROJECTS) |
00 15. |
NON CONTRACTUAL |
POST GRADUATE |
01-Apr-09 |
50 |
N. A. |
- |
SAKET DALMIA |
SUMEDHA DALMIA |
AGM - SALES (RETAILS) |
00 15. |
NON CONTRACTUAL |
POST GRADUATE |
01-Apr-09 |
44 |
N. A. SALES &
OPERATIONAL |
- |
AMIT DALMIA |
ASHWANI AJAY SINGH |
MANAGER - SALES (WEST) |
40 14. |
NON CONTRACTUAL |
POST GRADUATE |
12-Dec-16 |
40 |
HEAD - C. BHOGILAL WEST
ENT NATIONAL SALES |
- |
N. A. |
SHAILENDRA SINGH |
HEAD - TECHNICAL SALES/
PROJECTS |
10.71 |
NON CONTRACTUAL |
GRADUATE |
01-Sep-20 |
59 |
HEAD - DUBOND PRODUCTS
PRIVATE LIMITED |
- |
N. A. |
PANKAJ BABBAR |
SHOWROOM MANAGER - SALES |
10.65 |
NON CONTRACTUAL |
GRADUATE |
18-Jul-16 |
49 |
SALES MANAGER (CORPORATE)
- SOFT LABS INDIA, NEW DELHI OPERATIONAL HEAD - |
- |
N. A. |
ASHOK SHARMA |
DATA ANALYST - MANAGER |
10.32 |
NON CONTRACTUAL |
POST GRADUATE |
15-Jul-17 |
35 |
M & W FASHION PRIVATE
LIMITED |
- |
N. A. |
DAVENDER KUMAR |
COMPANY SECRETARY CUM
COMPLIANCE OFFICER |
10.20 |
NON CONTRACTUAL |
COMPANY SECRETARY |
04-Sep-12 |
35 |
N. A. |
- |
N. A. |
AMAN AGARWAL |
ACCOUNTS HEAD |
77 9. |
NON CONTRACTUAL |
C. A. |
30-Mar-15 |
46 |
MANAGER - ACCOUNTS, VANASTHALI
TEXTILE INDUSTRIES LIMITED |
- |
N. A. |
RAMESH CHAND DHOUSELA |
MANAGER - MARKETING |
00 9. |
NON CONTRACTUAL |
GRADUATE |
22-Sep-19 |
43 |
REGIONAL SALES MANAGER
(NORTH INDIA) - KRISHNA GLOBAL MARBLES & STONES LLP |
- |
N. A. |
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