Your Directors are pleased to present the 47th Annual Report on business and operationsof your company together with the Audited Financial Statements (Standalone andConsolidated) for the financial year (FY) ended 31st March 2019 and the Report of theAuditors thereon.
1. FINANCIAL HIGHLIGHTS:
The Financial performance of the Company for the year ended 31st March 2019 issummarized below:
(Rs. In lakh)
| || |
|Particulars || |
|Revenue from Operations ||75255.35 ||50569.51 ||75468.57 ||50630.67 |
|Other Income ||127.88 ||410.27 ||127.93 ||35.87 |
|Profit before exceptional items depreciation and finance costs ||11635.69 ||6995.88 ||11597.44 ||6510.48 |
|Less : Depreciation and amortisation expense ||1771.49 ||1475.69 ||1779.71 ||1482.32 |
|Profit before finance costs ||9864.20 ||5520.19 ||9817.73 ||5028.16 |
|Less: Finance costs ||1266.98 ||687.90 ||1268.56 ||731.64 |
|Profit before exceptional items and ||8597.22 ||4832.29 ||8549.17 ||4296.52 |
|tax expenses || || || || |
|Less: Exceptional Items ||1007.57 ||- ||232.23 ||- |
|Profit before tax ||7589.65 ||4832.29 ||8316.94 ||4296.52 |
|Less : Tax expense ||2601.79 ||1799.29 ||2602.63 ||1798.35 |
|Profit for the year ||4987.86 ||3033.00 ||5714.31 ||2498.17 |
|Attributable to : || || || || |
|Equity shareholders of the Company ||4987.86 ||3033.00 ||5714.31 ||2498.17 |
|Other comprehensive income ('OCI') ||(46.48) ||25.29 ||(46.48) ||52.61 |
|Income/(Loss) || || || || |
|Total comprehensive income ||4941.38 ||3058.29 ||5667.83 ||2550.78 |
|Balance in retained earnings at the beginning of the year ||28276.01 ||25711.06 ||27545.19 ||25515.06 |
|Add: Profit for the year (attributable to equity shareholders of the Company) ||4987.86 ||3032.99 ||5714.32 ||2498.16 |
|Add: Transfer to Items other comprehensive income ||- ||- ||97.86 ||- |
|Less: Dividends including tax on dividend ||203.17 ||468.04 ||203.17 ||468.03 |
|Balance in retained earnings at the end of the year ||33060.70 ||28276.01 ||33154.20 ||27545.19 |
* (During the year your company has Sub-divided 1(one) equity share of face value ofRs. 10/- each into 2 (Two) equity shares of face value of Rs.5/- each and allotted 1(one)Equity Bonus Share of Rs.5/- each for every 1(one) Equity Share of Rs.5/- each resultingin increase in Paid Up Equity Share Capital from Rs.84133940/- divided into 8413394Equity Shares of Rs.10/- each to Rs.168267880/- divided into 33653576 Equity Sharesof Rs.5/- each.)
2. OPERATIONAL PERFORMANCE/STATE OF COMPANYS AFFAIRS:
The revenue from operations of your Company for the Financial Year (FY) 2018-2019stood at Rs. 75255.35 Lakh as against Rs. 50569.51 lakh showing an increase of 48.81 %.
The Company managed to register the aforesaid growth mainly due to better salesrealization and also due to operational efficiency brought about through better andoptimum utilization of resources and proper implementation of business policies plans andstrategies.
Raw material shortage led to some challenges during first half of the FY but despitesuch challenges the Company could manage to achieve a revenue growth of 48.81 %. becauseof Companys long-standing supplier relationship which helped it to procure rawmaterials at competitive prices.
As there was significant rise in the key Raw material prices the company undertook theprice increase to cover the hike of raw material prices.
The Company earned a Profit after tax of Rs. 4987.86 lakh as against Rs. 3033.00 lakhfor the previous year thereby registering a growth of 64.45%.
Due to increase in the profit the Earning per share (EPS) increased from Rs. 9.01 inthe previous year to Rs. 14.82 in the year under review.
The net worth of your Company increased to Rs. 39199.15 lakh at the end of the FY 2019from Rs. 34460.96 lakh at the end of FY 2018 thereby registering a growth of 13.75%.
Your Company performed well during the year by efficiently managing the resourceswhich resulted into improved performance and increase in profit and EPS.
The consolidated total sales of your Company for the FY 2018-19 stood at Rs. 75468.57lakh as against Rs. 50630.67 lakh showing an increase of 49.06 %
The Company earned a Consolidated Profit after tax of Rs. 5714.31 lakh as against Rs.2498.17 lakh for the previous year thereby resulting in increase in the profit by 128.74%.
As a result of increase in the consolidated profit the Earning per share (EPS) alsoincreased from Rs. 7.42 in the previous year to Rs. 16.98 in the year under review.
The Consolidated net worth of your Company increased to Rs. 39192.42 lakh at the endof the FY 2018-19 from Rs. 33757.53 lakh at the end of FY 2017-18 thereby registering agrowth of 16.10 %.
Your Company continues to focus on value maximization and bringing greater efficiencyin overall business including economies of scale and cash flow management.
Your Company is rewarding its shareholders by way of consecutive dividends consideringthe consistent financial performance of your Company and promising future prospects whileretaining capital to maintain a healthy Capital Adequacy Ratio to support future growth.Your Directors have recommended a dividend of Rs. 1/- per share (20%) on the Paid upEquity shares of face value of Rs. 5/- each for the FY 2018-19 aggregating to Rs.33653576/- (Rs. 1/- per share (20%) in the previous year) to those shareholders whosename appear on the Register of members as on 15th September 2019 subject to the approvalof members at the 47th Annual General Meeting.
4. TRANSFER TO RESERVES:
Your Directors do not propose to transfer any amount to reserves for the FY ended 31stMarch 2019.
5. SHARE CAPITAL:
a. Authorised Capital
Pursuant to the Ordinary Resolutions passed by shareholders of the Company by PostalBallot on 3rd December 2018 1 (one) equity share of face value of Rs. 10/- eachwas subdivided into 2 (Two) equity shares of face value of Rs. 5/- each and the Authorisedshare capital of the Company was increased from Rs. 140000000/- (Rupees Fourteen Croresonly) divided into 14000000 Equity shares of Rs. 10/- each to Rs. 350000000/-(Rupees Thirty Five Crores only) divided into 70000000 Equity shares of Rs. 5/- each.
The Authorized share capital of the Company as on 31st March 2019 stood at Rs.350000000/- (Rupees Thirty Five Crores only) comprising of 70000000 Equity shares ofRs. 5/- each.
b. Paid Up Capital
During the year under review the members of the Company through Postal Ballot on 3rdDecember 2018 considered and approved the following:
i. Sub-division of 1(one) equity share of face value of Rs. 10/- each into 2 (Two)equity shares of face value of Rs. 5/- each; and
ii. Issue of 1 (one) fully paid bonus equity share of the face value of Rs. 5/-each for 1 (one) equity share of the face value of Rs. 5/- each (i.e. as adjusted forsub-division of shares);
Accordingly Equity Shares of face value of Rs. 10/- each were sub-divided into twoEquity Shares of face value of Rs. 5/- each by way of corporate action and further16826788 Equity shares of Rs. 5/- each were allotted as Bonus shares to the equityshareholders of the Company as on the record date i.e 14th December 2018.
Consequently the issued subscribed and paid-up equity share capital of the Companyincreased from Rs. 84133940/- (Rupees Eight Crore Forty-One Lakh Thirty-Three ThousandNine Hundred and Forty only) to Rs. 168267880/- (Rupees Sixteen crore Eighty-two LakhSixty-Seven thousand Eight Hundred and Eighty only) .
The paid up Capital of the Company as on 31st March 2019 stood at Rs. 168267880/-(Rupees Sixteen crore Eighty-two Lakh Sixty-Seven thousand Eight Hundred and Eighty only)comprising of 33653576 shares of Rs. 5/-each.
6. DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT 2013:
During the year under review your Company has not accepted any Deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.
7. FINANCE AND ACCOUNTS:
As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on 31st March 2019 has been prepared in accordance with the Indian AccountingStandards (Ind AS) notified under Section 133 of the Companies Act 2013 (hereinafterreferred to as "The Act") read with the Companies (Accounts) Rules 2014 asamended from time to time. The estimates and judgements relating to the FinancialStatements are made on a prudent basis so as to reflect in a true and fair manner theform and substance of transactions and reasonably present the Companys state ofaffairs profits and cash flows for the year ended 31st March 2019. The Notes to theFinancial Statements adequately cover the standalone and consolidated Audited Statementsand form an integral part of this Report.
8. SECRETARIAL STANDARDS:
Your Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meetings of the Board of Directors and General Meetingsrespectively have been duly followed by the Company.
9. MATERIAL CHANGES AND COMMITMENTS:
Your directors are pleased to inform that the equity shares of the company got listedand admitted to dealings on the National Stock Exchange of India Limited (NSE) w.e.f. 11thJuly 2019.
10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators/courts that wouldimpact the going concern status of the Company and its future operations.
11. CONSOLIDATED FINANCIAL STATEMENTS
As stipulated under the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 hereinafter referred to as"Listing Regulations" the Consolidated Financial Statements have been preparedby the Company in accordance with the applicable Accounting Standards issued by Instituteof Chartered Accountants of India (ICAI). The Audited Consolidated Financial Statementtogether with Auditors Report forms part of the Annual Report.
12. PERFORMANCE HIGHLIGHTS OF SUBSIDIARIES:
a. Oriental Aromatics INC (USA)
Your directors wish to inform that a wholly owned subsidiary of the Company viz.Oriental Aromatics INC (USA) incorporated on 3rd March 2003 under the Statutes of Stateof New Jersey has been dissolved. The dissolution has been made effective from 7thFebruary 2019 vide Certificate of Dissolution issued by the Department of Treasury of theState of New Jersey.
There was no turnover in the last financial year due to nil business activity andtherefore dissolution of the said subsidiary did not affect any business / accountingpolicies and did not have any significant impact on the accounts etc.
b. PT Oriental Aromatics (Indonesia)
Post dissolution of Oriental Aromatics INC. the Company has only one overseassubsidiary namely PT Oriental Aromatics in Indonesia which is engaged in the business offlavors and fragrances. During the FY 2018-19 it recorded a total loss of Rs. 185.64 LakhThere are no associate companies within the meaning of section 2(6) of the Act.
Pursuant to the provisions of Section 129 (3) of the Act a statement containing thesalient features of financial statements of the Companys subsidiary in Form AOC-1 isattached as "Annexure A"- to the Boards Report.
13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Companys Internal Control System commensurate with the size scale andcomplexity of its business operations. Your Company has maintained a proper and adequatesystem of internal controls. To maintain its objectivity and independence the InternalAuditor reports to the Chairman of the Audit Committee of the Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalauditor corrective actions are undertaken in the respective areas and therebystrengthening the controls. Significant audit observations and corrective actions thereonare presented to the Audit Committee of the Board.
14. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
There were no loans given investments made guarantees given or securities provided bythe Company covered under Section 186 of the Companies Act 2013.
15. RELATED PARTY TRANSACTIONS:
All Related Party Transactions that were entered into during the FY 2018-19 were onarms length basis and in the ordinary course of business.
The policy on dealing with Related Party Transactions as approved by the Board isuploaded on the Companys websitehttp://www.orientalaromatics.com/documents/corporate-governance/policies/policy-on-related-party-transactions.pdfParticulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexed as "Annexure-B"to the Boards Report.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board comprises of 8 (eight) directors out of which 4(four) are independentdirectors.
b. RETIREMENT BY ROTATION:
In terms of Section 152 of the Companies Act 2013 and the Articles of Association ofthe Company Mr. Animesh Dhar (DIN:07905777) Executive Director- Operations of theCompany retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.
The proposal regarding the re-appointment of the aforesaid Director is placed for yourapproval. The Board of Directors recommends his re-appointment.
c. DECLARATION BY INDEPENDENT DIRECTORS:
All the Independent Directors of Company have given the declarations that they meet thecriteria of Independence as prescribed pursuant to the provisions of Section 149(6) of theCompanies Act 2013 and Regulation 16(1)(b) of Listing Regulations as amended from timeto time and are independent of the management
d. NUMBER OF MEETINGS OF THE BOARD:
During the year six (6) Board Meetings were convened and held. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013 andListing Regulations. Detailed information on the meetings of the Board and Committees areincluded in the Corporate Governance Report which forms part of this Annual Report.
e. FAMILARISATION PROGRAM FOR INDEPENDENT DIRECTORS:
The Company has set Familiarisation programme for Independent Directors with regard totheir roles rights responsibilities in the Company nature of the industry in which theCompany operates the business model of the Company etc. The details of which areavailable on the website of the Company i.e. www.orientalaromatics.com. The Weblink of thesame is as below:http://www.orientalaromatics.com/documents/corporate-governance/policies/familiarization-program.pdf
f. BOARD EVALUATION:
In terms of the provisions of the Companies Act 2013 and Listing Regulations astructured questionnaire was prepared after taking into consideration the various aspectsof the Board functioning like composition of the Board and its committees cultureexecution and performance of Specific duties obligations and governance.
The Board carried out an annual performance evaluation of its own performance theindividual Directors as well as the working of the Committees of the Board. Theperformance evaluation of board and committees was evaluated by the Board after seekingall inputs from all the directors on the basis of criteria such as Composition structureeffectiveness and functioning of the Board and its respective Committees.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the independent director being evaluated.
In the separate meeting of Independent Directors performance evaluation of theChairperson and the Non Independent Directors and Board as a whole was carried out takinginto account views of executive and non-executive directors. The overall performance ofChairman Executive Directors Non-Executive Directors Board and Committees of the Boardwas found satisfactory.
g. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Change in Directorate:
There was no change in the composition of the Board of Directors and KMPs duringthe year under review.
Pursuant to the provisions of Section 203 of the Act the KMPs of the Company ason 31st March 2019 were as follows:
Mr. Dharmil A. Bodani - Chairman and Managing Director
Mr. Shyamal A Bodani-Executive director
Mr. Animesh Dhar- Executive Director- Operations
Mr. Satish Kumar Ray - Executive Director- Operations
Mr. Girish Khandelwal - Chief Financial Officer
Ms. Kiranpreet Gill-Company Secretary and Compliance Officer
During the Financial year (FY) 2019-20:
Your Board of Directors has recommended the re-appointment of the following directorsat the ensuing Annual General Meeting and the proposal regarding their re-appointment isplaced for your approval:
Mr. Harshvardhan A. Piramal (DIN: 00044972) Non-Executive Independent Director of theCompany for second term of 5 (five) consecutive years with effect from this Annual GeneralMeeting i.e. 25th September 2019 to 24th September 2024.
Mr. Ranjit A. Puranik (DIN: 00199353) Non-Executive Independent Director of theCompany for second term of 5 (five) consecutive years with effect from this Annual GeneralMeeting i.e. 25th September 2019 to 24th September 2024.
Mr. Prakash V. Mehta (DIN: 00001366) Non-Executive Independent Director of the Companyfor second term of 5 (five) consecutive years with effect from this Annual General Meetingi.e. 25th September 2019 to 24th September 2024.
Further based on the recommendation of Nomination and Remuneration Committee theBoard of Directors in its meeting held on 27th May 2019 appointed Mr. Parag Satoskar asChief Executive Officer and Key Managerial Personnel (KMP) of the Company pursuant to theprovisions of Section 2(18) and Section 203 and other applicable provisions if any ofthe Companies Act 2013.
17. CORPORATE GOVERNANCE
A separate section on Corporate Governance practices followed by the Company togetherwith a certificate from the Companys Auditors confirming compliance forms a part ofthis Annual Report as per SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015.
18. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report as required under the provisions of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 forms part of thisAnnual Report.
19. DIRECTORS RESPONSIBILITY STATEMENT:-
Pursuant to the requirements under Section 134 (3) (c) of the Companies Act 2013 yourDirectors hereby state and confirm that:
a. In the preparation of the annual accounts the applicable accounting standardshave been followed and there have been no material departures.
b. Such accounting policies have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent to give a true andfair view of the Companys state of affairs as at 31stMarch 2019 and of theCompanys profit for the year ended on that date.
c. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
d. The annual financial statements have been prepared on a going concern basis.
e. That internal financial controls were laid down to be followed and that suchinternal financial controls were adequate and were operating effectively.
f. Proper systems were devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
20. DISCLOSURES RELATED TO POLICIES:
a. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Pursuant to Section 135 of the Companies Act 2013 and the Rules made there under theBoard of Directors has constituted the Corporate Social Responsibility (CSR) Committeeunder the Chairmanship of Mr. Shyamal A .Bodani Executive Director.
The projects are identified and adopted as per the activities included and amended fromtime to time in Schedule VII of the Companies Act 2013. Accordingly in the FY 2018-19the Company spent the CSR amount towards the Promotion of educational facilities for thestudents having learning disabilities through contribution to M/s KeshavlalV. BodaniEducation Foundation animal welfare in Bareilly and Promotion of Education facilities bymaking contributions through (NIA) Nandesari Industries Association at Vadodara.
The Corporate Social Responsibility Policy is available on the website of the Companyi.e www. orientalaromatics.com and the web-link theretois:http://www.orientalaromatics.com/documents/ corporate-governance/policies/csr-policy.pdfand is also attached to this report as "Annexure C".
During the FY 2018-19 the Company has spent the amount of Rs. 120 Lakh towards the CSRinitiatives.
The disclosure relating to the amount spent and the details of the activities asrequired under Companies (Corporate Social Responsibility Policy) Rules 2014 is providedin "Annexure-D" forming part of this report.
b. NOMINATION AND REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and their remuneration and evaluation criteria for performanceevaluation of Independent Directors. The Nomination and Remuneration Policy as recommendedby the Nomination and Remuneration Committee is duly approved by the Board of Directors ofthe Company the Nomination and Remuneration Policy of the Company is attached to theBoards Report as "Annexure- E".
c. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has a vigil mechanism / Whistle Blower Policy to deal with instance offraud and mismanagement if any. The objective of the Policy is to explain and encouragethe directors and employees to report genuine concerns or grievances about unethicalbehavior actual or suspected fraud or violation of the companys Code of Conduct orEthics Policy.
The Vigil Mechanism may be accessed on the Companys website at the link:http://www.orientalaromatics.com/documents/corporate-governance/policies/vigil-mechanism.pdf
d. RISK MANAGEMENT:
Pursuant to the requirement of Section 134 of the Companies Act 2013 the Company hasalready in place a Risk Management Plan.
The Company has a robust Business Risk Management framework to identify and evaluatebusiness risks and opportunities. This framework seeks to create transparency minimizeadverse impact on the business objectives and enhance your Companys competitiveadvantage.
The business risk framework defines the risk management approach across the enterpriseat various levels including documentation and reporting. The framework has different riskmodels which help in identifying risks trend exposure and potential impact analysis at aCompany level. The Company has adopted risk management policy.
21. AUDITORS AND AUDITORS REPORTS:
a. STATUTORY AUDITORS:
At the Companys 46thAnnual General Meeting held on 24th September 2018 M/sBagaria & Co LLP (Reg. No. 113447W/W-100019) Chartered Accountants were appointed asstatutory Auditors of the Company for a period of 5 years till the conclusion of 51stAnnual General Meeting.
The Auditors Report to the shareholders for the year under review does not contain anyqualification reservation disclaimers or adverse remarks.
b. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. Shreyans Jain & Co. Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the FY 2018-19. The Report of the Secretarial Auditcarried out is annexed herewith as "Annexure F". In connection withauditors observation in the report it is clarified that delay of one day in submission ofthe Audited Annual Financial Results for the year ended 31st March 2018 Under Regulation33(3)(d) of the SEBI (LODR) Regulations 2015 occurred due to approval of financial resultsin the adjourned Board meeting held on 31st May 2018. The adjournment was intimated to thestock exchange on 30th May 2018.
The Board has on the recommendation of the Audit Committee re-appointed M/s. ShreyansJain & Co. Practicing Company Secretaries as Secretarial Auditor for conductingSecretarial Audit of the Company for the FY 2019-2020.
c. COST AUDITOR:
Purs uant to the provisions of Section 148(2) of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Amendment Rules 2014 the Board had appointed M/s V.J. Talati & Co Cost Accountants as cost auditors to conduct the audit of Costaccounting records for the FY 2018-19. The Cost Audit report for the FY 2017-18 was filedwith Ministry of Corporate Affairs on 12th September 2018.
The Board has on the recommendation of the Audit Committee re-appointed M/s V. J.Talati & Co. Cost Accountants to conduct the audit of the cost accounting records ofthe Company for FY 2019-20 at a remuneration of Rs. 145000/- (Rupees One lakh forty-fivethousand only) plus applicable taxes & re-imbursement of outof pocketexpenses. The remuneration is subject to the ratification of the Members in terms ofSection 148 read with Rule 14 of the Companies (Audit and Auditors) Rules 2014 and isaccordingly placed for your ratification.
22. REPORTING OF FRAUDS
There was no instance of fraud during the year under reivew which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of the Act and Rules framed thereunder.
23. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
During the year under review your Company has transferred a sum of Rs. 619948/-(Rupees Six Lakh Nineteen Thousand Nine Hundred and Forty-Eight only) to InvestorEducation and Protection Fund in compliance with the provisions of Section 125 of theCompanies Act 2013. The said amount represents dividend for the FY 2010-11 which remainedunclaimed by the members of the Company for a period exceeding 7 years from its due dateof payment. Details of unclaimed and unpaid amounts lying with the Company has beenuploaded on Companys website i.e www.orientalaromatics.com and the weblinkis:http://www.orientalaromatics.com/investorrelations.php
Further in terms of the provisions of section 124(6) of the Companies Act 2013 readwith Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 notified by the Ministry of Corporate Affairs New Delhi w.e.f 7thSeptember 2016 and further notifications issued by the Ministry of Corporate Affairsamending the Investor Education and Protection Fund Authority (Accounting Audit Transferand Refund) Amendment Rules 2017 all the shares in respect of which dividend has notbeen paid or claimed for seven consecutive years or more as provided under sub section (6)of Section 124 were transferred to the Special demat account of IEPF Authority.Accordingly 45069 shares were transferred to IEPF Account on 16th November 2018. Thedetails of the shareholders whose shares are transferred to IEPF Authority have beenuploaded on Companys websitehttp://www.orientalaromatics.com/unclaimed-dividend-iepf/list-of-shareholders-whose-shares-are-transferred-to-iepf-as-on-16.11.2018.pdf
Further Corporate actions for sub division and issue of bonus shares were executed bythe Depositories (NSDL & CDSL) and members whose shares were transferred to IEPFAuthority were given the credit of their entitlement of Sub-divided Equity shares as wellas Bonus shares in the demat account of IEPF with CDSL as on 17th December 2018 and 20thDecember 2018 respectively.
The Companys buildings plant & machinery and inventories have beenadequately insured. Loss of profit with respect to both factories has also been adequatelyinsured.
25. ENVIRONMENTAL COMPLIANCE AND SAFETY:
Your Company gives great importance to pollution control and environment protection andefforts are made at each stage of manufacture to maximize recovery conserve water and tominimize effluents and emissions. As required by the local authorities the Company submitsnecessary analytical reports. Environment Audit is conducted on regular basis and reportsare submitted to the concerned authorities.
26. LISTING OF SECURITIES AT NSE AND BSE:
Your Companys Equity Shares are listed at the National Stock Exchange of IndiaLtd. (NSE) and BSE Limited (BSE). The Shares are under compulsory dematerialization listof the Securities & Exchange Board of India. As on 31st March 2019 total 32278676shares representing 95.91 % of Companies Equity Share Capital have been dematerialized.The Company has paid Annual Listing fees for the FY 2019-2020 to NSE and BSE.
27. INDUSTRIAL RELATIONS:
The relations with the employees of the Company remained peaceful and cordial duringthe year under review.
28. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2019 made under the provisionsof Section 92(3) of the act in form MGT 9 is attached as Annexure-"G" whichforms part of this report.
29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO:
As required by the Companies (Accounts) Rules 2014 the relevant informationpertaining to conservation of energy technology absorption foreign exchange earnings andoutgoings respectively is given in the "Annexure- H" to this report.
30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
In terms of provisions of Section 197(12) of the Companies Act 2013 read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 there were no employees except Mr. Dharmil A. Bodani the Managing Directorof the Company drawing remuneration of Rs. 1.02 crore per annum or Rs. 8.5 lakh per monthduring the year under review.
Mr. Dharmil A. Bodani aged 49 years is one of the promoters and withdrew aremuneration of Rs. 1.62 crore during the year under review. The appointment of Mr.Dharmil A. Bodani is contractual as approved by the Board and members of the Company.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached herewith as "Annexure-I".
31. INFORMATION UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
Your Directors state that during the year under review no Complaints were receivedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
32. GREEN INITIATIVE:
Your Company has considered and adopted the initiative of going green minimizing theimpact on the environment. The Company has been circulating the copy of the Annual Reportin electronic format to all those members whose email addresses are available with theCompany. Your Company appeals other Members also to register themselves for receivingAnnual Report/documents in electronic form.
Your Directors take this opportunity to express their deep and sincere gratitude to thecustomers and investors for their confidence and patronage as well as to the vendorsbankers financial institutions and business associates regulatory and governmentalauthorities for their co-operation support and guidance. Your Directors would like toexpress a deep sense of appreciation for the support extended by the Companys unionsand commitment shown by the employees in its continued robust performance on all fronts.
| || ||For and on behalf of the Board of Directors |
| ||Dharmil A. Bodani ||Shyamal A. Bodani |
| ||Chairman and Managing Director ||Executive Director |
| ||DIN: 00618333 ||DIN: 00617950 |
|Place: Mumbai || || |
|Date: 9th August 2019 || || |