To the Members
The Directors have pleasure in presenting before you the 21stAnnual Reportof the Company together with the Audited Statements of Accounts for the year ended 31stMarch 2017.
1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS:
The performance during the period ended 31st March 2017 has been as under
(Rs. In Lakhs)
|Particulars ||Year ending 31st March 2017 ||Year ending 31st March 2016 |
|Net Income ||5910.70 ||5105.12 |
|EBIDTA ||291.75 ||797.37 |
|Less: Interest ||40.39 ||477.24 |
|Less: Depreciation ||161.28 ||177.58 |
|Profit/Loss before Tax ||90.08 ||142.55 |
|Tax expenses ||(18.21) ||(32.61) |
|Profit/Loss After Tax ||71.87 ||109.94 |
|Profit/Loss Available for Appropriation ||71.87 ||109.94 |
|Appropriations || || |
| General Reserves ||0.00 ||0.00 |
|Balance Carried Forward to Balance Sheet ||71.87 ||109.94 |
BUSINESS PERFORMANCE AND OUTLOOK
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 OrientalTrimex is similar to the quality ofmarble processed in Europe and elsewhere.
Marble supplied by Orientalis preferred by well known architects major corporate inthe building and construction industry hotels hospitals shopping malls commercialretail and residential projects. Orientalhas 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 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 staff at 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 hence company anticipates a betterperformance in years ahead.
Considering the accumulated losses of the Company in earlier years i.e. FY 2013 FY2014 and FY 2015 the Directors are stillunable to recommend any dividend for thefinancial year ended 31st March 2017 in order to consolidate the financialposition of the company.
The paid up Equity Share Capital as on March 312017 was Rs.14 8152080. During theyear under review the company has not issued any shares or any convertible instruments.
The Board of Directors duly met 6 (six) times on 27.05.2016 13.08.2016 02.09.201614.11.2016 12.12.2016 and 14.02.2017 in respect of which meetings proper notices weregiven and the proceedings were properly recorded and signed in the Minutes Book maintainedfor the purpose.
During the Financial Year Mr. Amal Kumar Banerjee had been appointed as an AdditionalDirector of the company under the category of Independent Director w.e.f 14.02.2017
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received a declaration from Mr. Rakesh Takyar Mr. Vivek Seth and Mr.Amal Kumar Banerjee Independent directors of the company to the effect that they aremeeting the criteria of independence as provided in Sub-section (6) of Section 149 oftheCompanies Act 2013.
Vigil Mechanism Policy has been established by the Company for directors and employeestoreport genuine concerns pursuant to the provisions of section 177(9) & (10) of theCompaniesAct 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 allapplicable 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 not eligible forreappointment as his term of appointment have completed hence Mehra Wadhwa & CoChartered Accountants has been appointed as required under the provisions of Section 139of the Companies Act 2013 the Company has received a written consent from the auditorsto their appointment and a certificate to the effect that their appointment if madewould be inaccordance with the provisions of Companies Act 2013 and the rules framedthere under and that they have satisfied the criteria provided in Section 141 of theCompanies Act 2013.
The Board recommends the appointment of M/s. Mehra Wadhwa & Co. CharteredAccountants as the Statutory Auditors of the Company from the conclusion of this AnnualGeneral meeting till the conclusion of 26th 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 Act2013Secretarial 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) Rules2014 is given in Annexure-IIIto 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 does 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 entered into transaction of purchases and suppliesof the goods with related parties exceeding 10% of the total turnover of company.
Your Directors draw attention of the members to para 13 of Auditors reports dated May29 2017 which set 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 theCompany.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 2013readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of Directors / Key Managerial Personnel (KMP) and Employees of theCompany is 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 || ||NIL |
|2. ||Mrs. Savita Punia ||Whole Time Director || ||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 ||2.83 ||NIL |
|7. ||Mrs. Gunjan Gupta ||CS ||1.25 ||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 remained unchanged during the financial year.
(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 todevisestrategies to attract the best talent and to ensure their retention by buildingtrust and encouraging loyalty in them. We believe that to build a sound and growingbusiness in a difficult and complex industry employees are vital to the Company. Theirskills knowledge ideas and enthusiasm drive our business. We have also achieved this bygiving them development and advancement opportunities along-with competitive
compensations and benefits that appropriately reward performance. Pay revisions andother benefits are also designed in such a way to compensate for good performance of theemployees of the company. The talent base of your company has steadily increased and yourcompany has created a favorable work environment which encourages innovation andmeritocracy. The Company has also set up a scalable recruitment and human resourcemanagement process which enables us to 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 fromvendorscustomers 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: 14.08.2017 ||(DIN No.00010289) ||(DIN No.00010311) |