To the Members
The Directors have pleasure in presenting before you the 20th Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2016.
1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS:
The performance during the period ended 31st March 2016 has been as under
| || ||(Rs. In Lakhs) |
|Particulars ||Year ending 31st March 2016 ||Year ending 31st March 2015 |
|Net Income ||5105.12 ||1960.16 |
|EBIDTA ||797.37 ||(459.82) |
|Less: Interest ||477.24 ||475.13 |
|Less: Depreciation ||177.58 ||178.92 |
|Profit/Loss before Tax ||142.55 ||(1113.87) |
|Tax expenses ||32.61 ||0.00 |
|Profit/Loss After Tax ||109.94 ||(1113.87) |
|Less: Income Tax for Earlier Years ||0.00 ||0.00 |
|Add: Excess Provisions for Tax Written Back ||0.00 ||0.00 |
|Profit/Loss Available for Appropriation ||109.94 ||(1113.87) |
|Appropriations ||0.00 ||0.00 |
|- General Reserves ||0.00 ||0.00 |
|Balance Carried Forward to Balance Sheet ||109.94 ||(1113.87) |
BUSINESS PERFORMANCE AND OUTLOOK
Oriental's marble processing facilities are based at Greater Noida in Delhi NationalCapital Region Gumidipoondi near Chennai and Singur near Kolkata in West Bengal. Allthe three facilities are fully integrated processing facilities equipped with state-of-the-art machineries namely Gangsaws automatic Resin Lines with robotic feeds importedfrom SEI Italy one of the pioneers and leaders in manufacturing machineries for themarble industry imported automatic Line Polishers and imported Grinding Machines. Thusensuring that the marble processed by Oriental Trimex is similar to the quality of marbleprocessed in Europe and elsewhere.
Marble supplied by Oriental is preferred by well known architects major corporate inthe building and construction industry hotels hospitals shopping malls commercialretail and residential projects. Oriental has procured processed and supplied marble tothe major developers contractors hotels and institutional buyers in the Northern regionincluding the Delhi NCR Southern Region including Bangalore and Chennai and the EasternRegion including Kolkata.
Company is presently operating with its own Sales and Marketing Outlets includingfactories at Greater Noida Chennai Kolkata and Bhiwadi warehouse for meeting growingdemand of Imported Marble having PAN India Presence. Company is the only processor andsupplier of Imported Marble having a PAN India Presence. Company has its own team ofqualified and experienced Marketing staff at all its locations headed and controlled byour Managing Director.
Business performance of the company is directly related with real-estate sector &infrastructure. Presently the market conditions in these sectors are very slow hencebecause of sluggish market conditions the company was not performing well from last fewyears. However lots of efforts have been taken by the company in FY 2016 to improve thesituation of the business which is reflected in it's financial during the said year.
Considering the accumulated losses of the Company in recent years the Directors areunable to recommend any dividend for the financial year ended 31st March 2016.
The paid up Equity Share Capital as on March 312016 was Rs.148152080. During theyear under review the company has not issued any shares or any convertible instruments.
The Board of Directors duly met 8 (eight) times on 04.04.2015 09.05.2015 28.05.201513.08.2015 21.09.2015 10.11.2015 10.02.2016 and 25.02.2016 in respect of whichmeetings proper notices were given and the proceedings were properly recorded and signedin the Minutes Book maintained for the purpose.
KEY MANANGERIAL PERSONNEL
Mr. Rajesh Punia has been reappointed as Managing Director and Mrs. Savita Punia hasbeen reappointed as whole time director of the company for the another period of 5 years.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received a declaration from Mr. Rakesh Takyar Mr. Vivek SethIndependent directors of the company to the effect that they are meeting the criteria ofindependence as provided in Sub-section (6) of Section 149 of the Companies Act 2013.
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.
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 sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a going concern basis; and
(e) 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.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE/FINANCIAL POSITION OF THE SUBSIDIARIES/ASSOCIATES/ JOINT VENTURES:
Oriental Trimex Limited has not any Subsidiaries/Associates/ Joint Ventures
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure-I.
M/s. Ravish Agarwal & Associates Chartered Accountants Statutory Auditors of thecompany retires at the ensuing annual general meeting and is eligible for reappointment.As required under the provisions of Section 139 of the Companies Act 2013 the Companyhas received a written consent from the auditors to their reappointment and a certificateto the effect that their re-appointment if made would be in accordance with theCompanies Act 2013 and the rules framed there under and that they have satisfied thecriteria provided in Section 141 of the Companies Act 2013.
The Board recommends the re-appointment of M/s. Ravish Agarwal & AssociatesChartered Accountants as the statutory auditors of the Company from the conclusion ofthis Annual General meeting till the conclusion of the next Annual General Meeting.
M/s. Ninepartners Corporate Solutions Private Limited New Delhi performs the duties ofInternal Auditors of the Company and their report is reviewed by the Audit Committee fromtime to time.
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act2013 Secretarial audit report as provided by Mr. Santanu Deka (COP14720) PracticingCompany Secretaries is annexed to this Report as Annexure-II
Auditors' observations are suitably explained in notes to the Accounts and areselfexplanatory.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN
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:
During the period under review there were no significant and material orders passed bythe regulators or Courts or Tribunals impacting the going concern status and the company'soperations 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 do not have the net worth of Rs. 500 Crore or more or turnover ofRs. 1000 Crore or more or a net profit of 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. During the year the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with thepolicy of the company on materiality of related party transactions.
Your Directors draw attention of the members to Note on Accounts 21(9) to the BalanceSheet and Profit & Loss Account which sets out related party disclosures.
Pursuant to the provision of the Companies Act 2013 and LODR the Board has carriedout an annual evaluation of its own performance. The Directors expressed theirsatisfaction with the evaluation process.
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. No. Name ||Category ||Ratio/Times per Median of employee remuneration ||% Increase in remuneration |
|1. Mr. Rajesh Kumar Punia ||Managing Director ||6.64 ||NIL |
|2. Mrs. Savita Punia ||Whole Time Director ||4.43 ||NIL |
|3. Mr. Sunil Kumar ||Non-Executive Director || ||NIL |
|4. Mr. Vivek Seth ||Independent Director || ||NIL |
|5. Mr. Rakesh Takyar ||Independent Director || ||NIL |
|6. Mr. Om Prakash Sharma ||CFO ||2.85 ||NIL |
|7. Mrs. Gunjan Gupta ||CS ||1.26 ||NIL |
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.
(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.
Salaries of employees other than managerial personnel were increased to the tune 5-10%.
(v) The remuneration paid to the Directors/Key Managerial Personnel (KMP) is inaccordance with the 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 confirms that it has paid/has to be paidthe Annual Listing Fees for the year 2016-2017 to Bombay Stock Exchange where theCompany'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 ofpracticing Company Secretary confirming compliance with the requirements of corporategovernance form part 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 profits by 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.
DISCLOSURE ON SEXUAL HARRASSMENT OF WOMEN IN WORKPLACE
The Company has received no complaints from any women employee during the yearregarding Sexual Harassment of Women in 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 NSDL CDSL. The Board wishes toexpress its grateful appreciation for the assistance and co-operation received fromvendors customers banks financial institutions Central 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: 13.08.2016 ||(DIN No.00010289) ||(DIN No.00010311) |
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO ETC:
Information on conservation of Energy Technology absorption Foreign Exchange earningsand outgo required to be disclosed under Section 134 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 are provided hereunder:
|(A) Conservation of Energy: || |
|(i) the steps taken or impact on conservation of energy ||Energy conservation continues to receive priority attention at all levels. All efforts are made to conserve and optimize use of energy with continuous monitoring improvement in maintenance and distribution systems and through improved operational techniques. |
|(ii) the steps taken by the company for utilising alternate sources of energy ||NIL |
|(iii) the capital investment on energy conservation equipments; ||NIL |
|(B) Technology absorption: || |
|(i) the efforts made towards technology absorption || |
|(ii) the benefits derived like product improvement cost reduction product development or import substitutionin case of imported technology (imported during the last three years reckoned from the beginning of the financial year) ||NIL |
|(a) the details of technology imported || |
|(b) the year of import; || |
|(c) whether the technology been fully absorbed || |
|(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof || |
|(iii) the expenditure incurred on Research and Development. || |
EXPENDITURE ON R& D
Company has not incurred any expenditure on R& D
FOREIGN EXCHANGE EARNING AND OUTGO
The details regarding foreign exchange earnings and outgo are given in Note to Profitand Loss Account and Balance sheet.