To the Members
The Directors have pleasure in presenting before you the 23rd Annual Reportof the Company together with the Audited Statements of Accounts for the year ended 31stMarch 2019.
FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS:
The performance during the period ended 31st March 2019 has been as under
| || ||(Rs. In Lakhs) |
|Particulars ||Year ending 31st March 2019 ||Year ending 31st March 2018 |
|Net Income ||7514.77 ||5600.85 |
|EBIDTA ||547.48 ||356.25 |
|Less: Interest ||160.21 ||71.54 |
|Less: Depreciation ||147.69 ||153.41 |
|Profit/Loss before Tax ||156.54 ||131.30 |
|Tax expenses ||75.79 ||636.97 |
|Profit/Loss ||80.78 ||768.24 |
|Profit/Loss ||82.13 ||768.24 |
|Appropriation || || |
|Appropriations || || |
|- General Reserves ||0.00 ||0.00 |
|Balance Carried Forward to Balance Sheet ||82.13 ||768.24 |
Oriental's marble processing facilities are based at Greater Noida near Delhi inNational Capital Region Gumidipoondi near Chennai and Singur near Kolkata in WestBengal. All the three facilities are fully integrated processing facilities equipped withstate-of-the-art machineries namely Gangsaws automatic Resin Lines with robotic feedsimported from SEI Italy one of the pioneers and leaders in manufacturing machineries forthe marble industry imported automatic Line Polishers and imported Grinding Machines.Thus ensuring that the marble processed by Oriental Trimex is similar to thequality of marble processed in Europe and elsewhere.
Marble supplied by Oriental is preferred by well known architects majorcorporate in the building and construction industry hotels hospitals shopping mallscommercial retail and residential projects. Oriental has procured processed andsupplied marble to the major developers contractors hotels and institutional buyers inthe Northern region including the Delhi NCR Southern Region including Bangalore andChennai and the Eastern Region including Kolkata.
Company is presently operating with its own Sales and Marketing Outlets includingfactories at Greater Noida Chennai and Kolkata for meeting growing demand of ImportedMarble. Company is the only processor and supplier of Imported Marble having a PAN IndiaPresence.
Company has its own team of qualified and experienced Marketing staffat all itslocations headed and controlled by our Managing Director.
Business performance of the company is directly related with real-estate sector &infrastructure which has started reviving now. Despite this the revenue of the companyincreased by 34.17% in comparison to previous year. The profit of the company before taxis Rs. 156.54 Lacs (last year Rs. 131.30 lacs). The increase in profit due to tax expensesadjustment.
The Financial Statements were prepared as per IND AS from 1st April 2018.
CHANGE IN THE NATURE OF BUSINESS
There is no Change in the nature of the business of the Company during the year underreview.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT;
There is no such material change and commitment.
Your Company has earned a profit but in view of conservation of financial resources ofthe Company your Directors do not recommend any dividend for
.review thefinancial year under
TRANSFER TO RESERVE
The Board does not recommend to transfer any amount to the reserve.
During the year under review your company had converted 4700000 remaining warrants (outof 12700000) into equity shares to promoter and non-promoter investors. The paid up sharecapital of the company increased from Rs. 238152080 to Rs.285152080 consequent toconversion of 4700000 warrants in to equity shares.
The Board of Directors duly met seven times during the year on 30.05.2018 08.06.201818.07.2018 13.08.2018 24.08.2018 14.11.2018 and 07.02.2019 in respect of whichmeetings proper notices were given and the proceedings were properly recorded and signedin the Minutes Book maintained for the purpose.
DIRECTOR AND KEY MANAGERIAL PERSONNEL
During the Financial Year Mrs. Savita Punia Whole-time Director DIN:00010311 retiredby rotation and offered herself for re-appointment at the Annual General Meeting held on24.09.2018.
During the Financial Year Mr. Rakesh Takyar and Mr. Amal Kumar Banerjee resigned fromthe position of Independent Directorship and Mr. Sunil Kumar from Non ExecutiveDirectorship of the Company. Mr. Jitendra Surendra Gupta was appointed as IndependentDirector and Mr. BK Lakhanpal as Non-executive Director.
Mr. Uday Shankar Prasad resigned from the position of Company Secretary &Compliance Officerw.e.f 22.01.2019.
Your Directors recommend appointment/ reappointment of following Directors: Appointmentof Mr. Baldev Kumar Lakhanpal (DIN: 08144265) who retires by rotation and being eligibleoffers himself for re-appointment.
Re-appointment of Mr. Vivek Ramesh Seth (DIN: 00014054) Independent Director of theCompany for a second term of five years with effect th September 2019.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received a declaration from Mr. Vivek Seth and Mr. Jitendra SurendraGupta Independent directors of the company to the effect are meeting the criteria ofindependence as provided in Sub-section (6) of Section 149 of the Companies Act 2013.
VIGIL MECHANISM AND COMPOSITION OF AUDIT COMMITTEE
Vigil Mechanism Policy has been established by the Company for directors and employeesto report genuine concerns pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013. The Audit Committee is comprised of following members.
|Name of Director ||Designation ||Nature of Directorship |
|Mr. Jitendra Surendra Gupta ||Chairman ||Non-Executive Independent |
|Mr. Vivek Seth ||Member ||Non-Executive Independent |
|Mr. Rajesh Punia ||Member ||Managing Director |
DIRECTOR'S RESPONSIBILITY STATEMENT
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) The Directors had taken proper and of adequate accounting records in accordancewith the provisions of this Act for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a going concern basis; and
(e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects.
SUBSIDIARIES JOINT VENTURES ASSOCIATES COMPANY
Oriental Trimex Limited has not any Subsidiaries Associates or Joint Ventures
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure-I.
The Members at their 21st Annual General Meeting (AGM) held on 14thSeptember 2017 had appointed M/s. Mehra Wadhwa & Co. Chartered Accountants NewDelhi as Independent Auditors of the Company from the conclusion of 21st AGMuntil conclusion of 26th AGM. The Members at their 22nd AGM held on24th September 2018 had ratified the appointment of Independent Auditors ofthe Company until the conclusion of 26th AGM. However they have expressedtheir unwillingness to continue as Independent Auditors of the Company from 15-11-2019.However they have expressed their inability due to advancing age of partners andconsequent scaling down professional activities by them. Hence they would discontinue toremains Independent Statuary Auditors with effect from 15.11.2019. The Board based onrecommendation of the Audit Committee recommended the appointment of M/s S. Agarwal &Co. Chartered Accountants (Firm Regn. No. 000808N) as Independent Auditors of the Companyto hold office till conclusion of 24th AGM. Accordingly a resolution seekingMembers' approval for the appointment of the Independent Auditors is included in theNotice convening the Annual General Meeting.
The Statutory Auditors M/s S. Agarwal & Co. Chartered Accountants have confirmedthat their appointment if made will be in accordance with Section 139 of the CompaniesAct 2013 and they satisfy the criteria laid down in Section 141 of the Companies Act2013.
M/s. S. Nidhi & Associates (Chartered Accountants) New Delhi performs the dutiesof Internal Auditors of the Company and their report is reviewed by the Audit Committeefrom time to time.
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act2013 Secretarial Audit Report as provided by M/s. Deka & Associates (COP14720)Practicing Company Secretaries is annexed to this Report as
MAINTENANCE OF COST RECORDS
Company have maintained the books of accounts pursuant to the rules made by the centralgovernment for the maintenance of cost records under section 148(1) of the Companies Act2013.
BOARD EXPLANATIONS EVERY AUDITOR QUALIFICATION RESERVATION OR ADVERSE REMARK
The Auditor's Report contain following qualifications.
The company has not made adequate provision for Doubtful Receivables and advances sincethe provision has been made at full value of doubtful receivables in case of certainparties and at nil value in case of other parties according to management perception.
The Board explained that certain parties are not considered doubtful.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
Information required under section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014 is given in Annexure-III to thisreport.
DETAILS RELATING TO DEPOSITS:
Your Company has not accepted any deposits falling within the meaning of Sec. 73 74& 76 of the Companies Act 2013 read with the Rule 8(v) of Companies (Accounts) Rules2014 during the financial year under review.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS: and material ordersDuringtheperiodunder review there were no significant passed by the regulators or Courtsor Tribunals impacting the going concern status and the company's operations in future.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has well established procedures for internal control across its variouslocations commensurate with its size and operations. The organization is adequatelystaffed with qualified and experienced personnel for implementing and monitoring theinternal control environment.
The internal audit function is adequately resourced commensurate with the operations ofthe Company and reports to the Audit Committee of the Board.
The properties and assets of your Company are adequately insured.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The company has not given loans Guarantees or made any investments during the yearunder review.
RISK MANAGEMENT POLICY
Your Company follows a comprehensive system of Risk Management. Your Company hasadopted a procedure for assessment and minimization of probable risks. It ensures that allthe risks are timely defined and mitigated in accordance with the well structured riskmanagement process.
CORPORATE SOCIAL RESPONSIBILTY POLICY
Since your Company does not have the net worth of Rs. 500 Crore or more or turnover ofRs. 1000 Crore or more or a net profitof Rs. 5 Crore or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.
RELATED PARTY TRANSACTIONS:
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis.
Pursuant to the provision of the Companies Act 2013 and SEBI (Listing ObligationsDisclosure Requirement) Regulations 2015 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of its various Committees. The manner in which the evaluation has been carriedout is explained in the Corporate Governance Report.
NOMINATION AND REMUNERATION POLICY
The Board of Directors on the recommendation of the Nomination & RemunerationCommittee has approved a policy for selection appointment & remuneration ofDirectors Key Managerial Personnel (KMP) and Senior Management employees of the Company.The said policy is enclosed as a part of this report as Annexure - IV.
REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) AND PARTICULARS OFEMPLOYEES
The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of Directors / Key Managerial Personnel (KMP) and Employees of the Companyis furnished hereunder:
(i) the ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year &
(ii) the percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year.
|Sl. ||Name ||Category ||Ratio/Times % per Median of employee remuneration ||Increase in remuneration |
|1. ||Mr. Rajesh Punia ||Managing Director ||- ||NIL |
|2. ||Mrs. Savita Punia ||Whole Time Director ||- ||NIL |
|3. ||Mr. Jitendra Surendra Gupta ||Non-Executive Director ||- ||NIL |
|4. ||Mr. Vivek Seth ||Independent Director ||- ||NIL |
|5. ||Mr. Om Prakash Sharma ||CFO ||2.19 ||16 |
|6. ||Mr. Uday Shankar Prasad* ||CS ||3.06 ||NIL |
*Resigned w.e.f 22.01.2019
The Non-Executive Directors are paid only sitting fees for attending meeting of theBoard of Directors and the Committees constituted by the Board.
(iii) The number of permanent employees on the rolls of Company. Thirty Four
(iv) Average percentile increase already made in the salaries of employees otherthan the managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial remuneration and justification thereof and point outif there are any exceptional circumstances for increase in the managerial remuneration.
Average 9.38% increase in salary employees other than the managerial personnel. (v) Theremuneration paid to the Directors / Key Managerial Personnel (KMP) is in accordance withthe remuneration policy of the Company.
LISTING WITH STOCK EXCHANGES:
The shares of the Company are listed on National Stock Exchange Limited (NSE) andBombay Stock Exchange Limited (BSE). The Company has to pay the Annual Listing Fees forthe year 2018-2019 to the Stock Exchange where the Company's Shares are listed.
The Company adheres to the requirements set out by the Securities and Exchange Board ofIndia's Corporate Governance Practices and has implemented all the stipulationsprescribed. As per Schedule-V of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 a separate section of Corporate Governance together with certificate ofStatutory Auditor confirming compliance with the requirements of corporate governance formpart of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 the Management Discussion and Analysis Report is enclosedas a part of this report.
INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY
The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.
PARTICULARS OF EMPLOYEES:
Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company.
None of the employees is drawing Rs. 500000/- and above per month or Rs.6000000/-and above in aggregate per annum the limits prescribed under Section 134 of the CompaniesAct 2013.
Oriental aims at adopting the best practices for accomplishing competitive advantagethrough people and building profitsby putting people first. It endeavors to devisestrategies to attract the best talent and to ensure their retention by building trust andencouraging loyalty in them. We believe that to build a sound and growing business in adifficult and complex industry employees are vital to the Company. Their skillsknowledge ideas and enthusiasm drive our business. We have also achieved this by givingthem development and advancement opportunities along-with competitive compensations andbenefits that appropriately reward performance. Pay revisions and other benefits are alsodesigned in such a way to compensate for good performance of the employees of the company.The talent base of your company has steadily increased and your company has created afavorable work environment which encourages innovation and meritocracy. The Company hasalso set up a scalable recruitment and human resource management process which enables usto attract and retain high caliber employees.
CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER SEXUAL HARASSMENT OF WOMEN INWORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT 2013
The Company has not appointed any woman employees from last several year thereforecompany has not constituted Internal Complaints Committee under Sexual Harassment of Womenin Workplace (Prevention Prohibition & Redressal) Act 2013.
ACKNOWLEDGMENTS & APPRECIATIONS
The Board places on record its appreciation for the continued co-operation and supportextended to the Company by the Banks Stock Exchanges NSDLCDSL. The Board wishes toexpress its grateful appreciation for the assistance and co-operation received fromvendors customers banks financial institutionsCentral and State Government bodiesauditors legal advisors consultants dealers retailers and other business associates.
The Board deeply acknowledges the trust and confidence placed by the consumers of theCompany and above all the shareholders.
The Board of Directors would particularly like to place on record its appreciation forthe dedicated efforts of the employees at all levels.
| ||By order of the Board of Directors |
| ||For ORIENTAL TRIMEX LIMITED |
| ||Sd/- ||Sd/- |
| ||Rajesh Punia ||Savita Punia |
|Place: New Delhi ||Managing Director ||Whole Time Director |
|Date : 30.08.2019 ||(DIN No.00010289) ||(DIN No.00010311) |