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Oriental Veneer Products Ltd.

BSE: 531859 Sector: Others
NSE: N.A. ISIN Code: INE457G01011
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P/E 32.80
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OPEN 431.00
CLOSE 444.95
VOLUME 96
52-Week high 540.00
52-Week low 168.50
P/E 32.80
Mkt Cap.(Rs cr) 242
Buy Price 431.00
Buy Qty 5.00
Sell Price 449.00
Sell Qty 4.00

Oriental Veneer Products Ltd. (ORIENTALVENEER) - Director Report

Company director report

To

The Members

Oriental Veneer Products Limited

Your Directors have pleasure in presenting the 25th Annual Report of theM/s. Oriental Veneer Products Limited (the "Company" or "OVPL")together with the Audited Financial Statement for the financial year (FY) ended March 312016. Consolidated performance of the Company and its subsidiaries has been referred towherever required.

1. FINANCIAL RESULTS:

a. Financial Results

Standalone(Rs. In lacs) Consolidated (Rs. In lacs)
Particulars Year Ended Year Ended
31.03.2016 31.03.2015 31.03.2016 31.03.2015
1 Income from the operations
a. Net Sales/Income from Operations (Net of excise duty) 8108.11 7736.77 8044.65 7736.77
b. Other Operating Income 0.00 330.97 265.70 331.38
Total income from Operations (net) 8108.11 8067.74 8310.35 8068.14
2 Expenses
a. Cost of Materials consumed 5034.74 5354.28 5208.27 5354.28
b. Purchase of stock-in-trade 1138.01 921.03 1138.02 921.03
c. Changes in inventories of finished goods work-in- progress and stock-in-trade -252.29 -77.40 -747.61 -76.29
d. Employee benefits expense 758.68 679.70 811.83 680.46
e. Depreciation and amortisation expense 105.27 102.71 142.64 103.18
f. Other expenses(Any item exceeding 10% of the total expenses relating to continuing operations to be shown separately) 787.66 508.79 849.11 508.49
Total Expenses 7572.07 7489.11 7402.26 7491.15
3 Profit from operations before other income finance costs and exceptional items (1-2) 536.04 578.63 908.09 576.99
4 Other Income 263.93 0.00 0.00 0.00
5 Profit from ordinary activities before finance costs and exceptional items (3 + 4) 799.97 578.63 908.09 576.99
6 Finance Cost 160.23 108.33 203.58 108.47
7 Profit from ordinary activities after finance costs but before exceptional items (5 - 6) 639.74 470.30 704.51 468.53
8 Exceptional Items 0.00 0.00 58.34 0.00
9 Profit from ordinary activities before tax (7 - 8) 639.74 470.30 646.17 468.53
10 Tax expense 226.00 154.3 -319.02 -155.16
11 Net Profit from ordinary activities after tax (9 - 10) 413.74 316.00 327.14 313.37
12 Extraordinary items (net of tax ` expense Lakhs) 0.00 0.00 0.00 0.00
13 Net Profit / (Loss) for the period (11 - 12) 413.74 316.00 327.14 313.37

b. COMPANY’S PERFORMANCE:

On consolidated basis revenue from operations for FY 2015-16 at Rs. 8310.35 lacs washigher by 03.00% over last year (Rs. 8068.14 lacs in FY 2014-15). Earnings beforeinterest tax depreciation and amortization ("EBITDA") were 1050.73 lacsregistering a growth of 54.48% over EBITDA of 680.17 lacs in FY 2014-15. Profit after tax("PAT") for the year was 327.14 recording a growth of 4.39% over the PAT of Rs.313.37 lacs of FY 2014-15.

On standalone basis revenue from operations for FY 2015-16 at 8108.11 lacs was higherby 0.50% over last year (Rs. 8067.74 in FY 2014-15). EBITDA at 905.24 lacs registered agrowth of 32.86% over the EBITDA of Rs. 681.34 lacs in FY 2014-15. PAT for the year wasRs. 413.74 lacs registering a growth of 30.93% over the PAT of Rs. 316.00 lacs in FY2014-15.

c. OPERATIONS:

There was no change in nature of the business of the Company during the year underreview.

d. DIVIDEND:

With a view to conserve resources your Directors have thought it prudent not torecommend any dividend for the financial year under review.

e. TRANSFER TO RESERVES:

The Company has not transferred any Amount to Reserves during the year under review.

f. SUBSIDIARIES:

The Company has 01 subsidiary as on March 31 2016. There are no associate companies orjoint venture companies within the meaning of section 2(6) of the Companies Act 2013("Act"). There has been no material change in the nature of the business of thesubsidiaries.

Pursuant to provisions of section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company’s subsidiaries in Form AOC-1 isattached to the financial statements of the Company.

Further pursuant to the provisions of section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited accounts in respect of subsidiaries are available on the website of theCompany.

Performance of subsidiary

Sr No Particulars 31st March 2016 31st March 2015
1 Total Revenue 176613 -
2 Total expenses (II) (464895) 240239
3 Profit/(loss) Before Tax 641508 (240239)
4 Total tax expenses (9301424) (22818)
5 Profit/(loss) After Tax (8659916) (263056)
6 Shareholders' funds 78577027 49736944
7 Non current liabilities 236520847 64245422
8 Current liabilities 65911566 39253461
9 Non-current assets 291720544 139353363
10 Current assets 89288895 13882464

Contribution to the Overall Performance of the Company

As the subsidiary company has faced a loss hence there is no contribution from thesubsidiary company to the overall performance of the Company.

g. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINT VENTURES/ASSOCIATECOMPANIES:

There have been no Companies which have been ceased to be its Subsidiary Joint Ventureor Associate Company during the year under review.

h. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing of details relating to deposits covered under Chapter V of theAct or the details of deposits which are not in compliance with the Chapter V of the Actis not applicable.

i. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES.

None of the transactions with related parties falls under the scope of section 188(1)of the Act. Information on transactions with related parties pursuant to section 134(3)(h)of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in AnnexureI in Form AOC-2 and the same forms part of this report.

j. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in Annexure II which forms part of this Report.

k. 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 2016 made under theprovisions of Section 92(3) of the Act is attached as Annexure III which forms partof this Report.

l. PARTICULARS OF INVESTMENTS LOANS GUARANTEES AND SECURITIES:

The Company is falling under Schedule VI of the Companies Act 2013 hence disclosureunder section 186 of the companies Act 2013 is not applicable to the Company.

m. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013:

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company’s financial position have occurred between the end of thefinancial year of the Company and date of this report.

n. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS –

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Statutory Auditors of the Company forinefficiency or inadequacy of such controls.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) CHANGE IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Changes in Directors and Key managerial personals are as follows

Sr No Name of the Person Designation Appointment/ Resignation Date of Appointment/ Resignation
1 Wazeera S Mithiborwala Additional Director * Resignation 19/05/2015
2 Khalid A Dabilkar Director Resignation 19/05/2015
3 Suresh G Mane Additional Director* Appointment 13/06/2015
Director# Appointment 30/09/2015
4 Deepa D Raut Additional Director* Appointment 26/05/2015
Director# Appointment 30/09/2015
5 Vilas S Chitnis Additional Director* Resignation 12/6/2015
6 Satish V Bhanushali Company Secretary Appointment 27/10/2015

* Appointed in Board Meeting as an Additional Director

# Appointed in Annual General Meeting as Independent Director

3. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES

a. BOARD MEETINGS:

The Board of Directors met 18 times during the financial year ended 31stMarch 2016 in accordance with the provisions of the Companies Act 2013 and rules madethereunder.

b. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews.

c. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Formation of CSR committee is not applicable to our Company and company is notrequired to spend amount towards CSR activities hence Company has neither constituted CSRcommittee nor spend any amount towards CSR Activity.

d. WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy and has established the necessary vigilmechanism as required under Companies Act 2013 for directors and employees to reportconcerns about unethical behaviour. No person has been denied access to the Chairman ofthe audit committee. The said policy has been also put up on the website of the Company.

e. DECLARATION BY INDEPENDENT DIRECTORS:

The independent Directors have submitted a declaration that each of them meets thecriteria of independence as provided in section 149(6) of the Act and there has been nochange in the circumstances which may affect their status as independent director duringthe year.

f. BOARD EVALUATION:

The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

g. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONAL:

The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure IV to this report.

h. COMMITTEE’S OF BOARD:

I. Audit Committee:- The composition of Audit Committee is as follows;

Name of Directors Designation in Committee Nature of Directorship
Mustufa S Pardawala Chairman Independent Director
Deepa D Raut Member Independent Director
Suresh G Mane Member Independent Director
Karim N Mithiborwala Member Managing Director

II. Nomination and Remuneration Committee

The Composition of the Committee is as under:

Name of Directors Designation in Committee Nature of Directorship
Mustufa S Pardawala Chairman Independent Director
Deepa D Raut Member Independent Director
Suresh G Mane Member Independent Director
Karim N Mithiborwala Member Managing Director

The Board in consultation with the Nomination and Remuneration Committee formulated theNomination and Remuneration Policy on Nomination and Remuneration of Directors Keymanagerial Personnel and Senior Management including criteria for determiningqualifications positive attributes independence of a Director and other matters providedunder sub-section (3) of section 178 and the policy formulated by the Committee isattached herewith in Annexure V.

III. Stakeholders Relationship Committee

The composition of the committee is as follows:

Name of Directors Designation in Committee Nature of Directorship
Mustufa S Pardawala Chairman Independent Director
Deepa D Raut Member Independent Director
Suresh G Mane Member Independent Director
Karim N Mithiborwala Member Managing Director

4. AUDITORS AUDITORS’ REPORT AND SECRETARIAL AUDITORS’ REPORT

The auditors’ report and secretarial auditors’ report does not contain anyqualifications reservations or adverse remarks. Report of the secretarial auditor isgiven as an annexure VI which forms part of this report.

a. RATIFICATION OF APPOINTMENT OF AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. Anil Bansal & Associates Chartered Accountants(ICAI Firm Registration No.100421W) and M/s. NBS & Co. Chartered Accountants Mumbai (Reg. No. 110100W) the Auditors of the Company have been appointed. However theirappointment as Auditors of the Company shall be required to be ratified by the Members atthe ensuing Annual General Meeting. The Company has received a confirmation from the saidAuditors that they are not disqualified to act as the Auditors and are eligible to holdthe office as Auditors of the Company.

Necessary resolution for reappointment of the said Auditors is included in the Noticeof AGM for seeking approval of members.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company’s operations in future.

b. DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2016 theBoard of Directors hereby confirms that:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2016 and of the profit/loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively;

c. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT 2013:

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

d. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT 2013:

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

e. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.

f. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013:

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.

g. PARTICULARS OF EMPLOYEES

None of the employees of the Company is drawing remuneration in excess of the limitsprescribed under Rule (5) (2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and amendment thereof.

h. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. Asper listing regulations The Company is not required to give disclosure on CorporateGovernance.

i. MANAGEMENT DISCUSSION AND ANALYSIS

The detailed Management Discussion and Analysis Report for the Financial Year 2015-16as per the requirements of SEBI Listing Regulations is given in a separate sectionforming part of this Report.

j. POLICY ON SEXUAL HARASSMENT

The Company has adopted policy on Prevention of Sexual Harassment of women at Workplacein accordance with The Sexual Harassment of women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

During the year under review the Company has not received any complaints pertaining toSexual Harassment.

6. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.

For and on behalf of the Board

For Oriental Veneer Products Limited

Saleh N Mithiborwala

Whole Time Director Chief Financial Officer and Chairperson

DIN:- 00171171

Add:- 701 Anand Bhavan CHS East

Avenue Sharad Chandra

Chaterji RD Santacruz West

Mumbai 400054 MH IN

Date:- 02/09/2016

ANNEXURE I

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm’s length transactions under third provisothereto

1. Details of contracts or arrangements or transactions not at arm’s lengthbasis:

Oriental Veneer Products Limited (the Company) has not entered into anycontract/arrangement/transaction with its related parties which are not in ordinary courseof business or at arm’s length during FY 2015-16. The Company has laid down policiesand processes/procedures so as to ensure compliance to the subject section in theCompanies Act 2013 ("Act") and the corresponding Rules. In addition theprocess goes through internal and external checking followed by quarterly reporting tothe Audit Committee.

Particulars Particulars
(a) Name(s) of the related party and nature of relationship Not Applicable
(b) Nature of contracts/ arrangements/ transactions Not Applicable
(c) Duration of the contracts / arrangements/transactions Not Applicable
(d) Salient terms of the contracts or arrangements or transactions including the value if any Not Applicable
(e) Justification for entering into such contracts or arrangements or transactions Not Applicable
(f) Date(s) of approval by the Board Not Applicable
(g) Amount paid as advances if any Not Applicable
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188 Not Applicable

2. Details of material contracts or arrangement or transactions at arm’slength basis

Particulars Particulars
(a) Name(s) of the related party and nature of relationship Not Applicable
(b) Nature of contracts/ arrangements/ transactions Not Applicable
(c) Duration of the contracts / arrangements/transactions Not Applicable
(d) Salient terms of the contracts or arrangements or transactions including the value if any Not Applicable
(e) Date(s) of approval by the Board if any Not Applicable
(f) Amount paid as advances if any Not Applicable

ANNEXURE II

DISCLOSURE PURSUANT TO SECTION 134(3)(M) OF THE COMPANIES ACT 2013 READ WITH RULE 8 OFTHE COMPANIES (ACCOUNTS) RULES 2014

(A) Conservation of energy:

Steps taken or impact on conservation of energy The company is planning to install Solar system at the factory for alternate source of energy.
Steps taken by the company for utilizing alternate sources of energy Company is in planning stage of installing Solar system at the factory
Capital investment on energy conservation equipments Nil

(B) Technology absorption:

Efforts made towards technology absorption The Company has installed New technology i.e Cone Calorimater with oxygen analyser to find the Marhe.
Benefits derived like product improvement cost reduction product development or import substitution Improvement in Products

In case of imported technology (imported during the last three years reckoned from thebeginning of the financial year):-

The technology imported on September23 2015.

Details of technology imported Technology is imported from East Sun Limited situated at Unit D88 11/F. Wing Tat Commercial Building 97 Bonham stand East Sheung wan Hong Kong.
Year of import September 232015
Whether the technology has been fully absorbed Yes
If not fully absorbed areas where absorption has not taken place and the reasons thereof N.A
Expenditure incurred on Research and Development Nil

(C) Foreign exchange earnings and Outgo (accrual basis):

1st April 2015 to 31st March 2016 1st April 2014 to 31st March 2015
[Current F.Y.] [Previous F.Y.]
Amount in Rs Amount in Rs
Actual Foreign Exchange earnings Nil Nil
Actual Foreign Exchange outgo: 4451294 11931131
1) Payments for 3266543 8852681
Import Purchases made during the year
2) Advance for Import Purchase - 2708342
3)Travelling Expenses 1184751 370108

Annexure IV

The ratio of the remuneration of each director to the median employee’sremuneration and other details in terms of sub-section 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014:

Name of top 10 Employees in terms of remuneration drawn

Sr. No Name
1 Dileep Nalawde
2 Gopi Desikan
3 Hemant Dhawal
4 Satish Bhanushali
5 Namrata Vinay Bhave
6 Sheshnath Singh
7 Khan Yasmeen
8 Rajeev Kumar
9 P. Sasidharam
10 Ashok Pandey

The ratio of the remuneration of each director to the median remuneration of theemployees for the financial year.

Name of Director Ratio of remuneration to Median remuneration of all employees % increase in Remuneration in the Financial Year 2015-16
Executive Directors*
Karim N Mithiborwala Nil Nil
Saleh N Mithiborwala Nil Nil
Independent Directors*
Deepa D Raut Nil Nil
Suresh G Mane Nil Nil
Mustufa S Pardawala Nil Nil

*The Directors of the Company has not drawn a Remuneration.

Sr. No. Requirement Disclosure
1 The percentage increase in remuneration of CEO CS* CFO in the financial year Nil
2 The number of permanent employees on the rolls of the Company 161
3 The percentage increase in the median remuneration of employees in the Financial Year The median remuneration of employees has been decreased by 3.63%
4 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; The average annual increase was around 13.05%.
Increase in the managerial remuneration for the year was 0.00%.
4 Affirmation that the remuneration is as per the remuneration policy of the Company It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company.

* Mr. Satish Bhanushali Company secretary is appointed during year on 27th October2015.

ANNEXURE V

NATION AND REMUNERATION POLICY: [Section 178 of the Companies Act 2013]

Revised policy Adopted by the Board of Directors at their meeting held on April 252015.

Objective and purpose of the Policy.

The objective and purpose of this policy are:

1. To oversee the nomination process and lay down criteria and terms and conditionswith regard to identifying persons who are qualified to become directors (executive andnon-executive) and persons who may be appointed in senior management and key managerialpositions and to determine their remuneration in a fair and equitable manner.

2. To determine remuneration based on the Company’s size and financial positionand trends and practices on remuneration prevailing in peer companies in the Media andEntertainment Industry.

3. To ensure that remuneration paid to directors and executives is competitiveenabling the Company to attract and retain employees capable of meeting the Company’sneeds and service delivery obligations; and

4. To reward directors and executives for achieving predetermined Company Departmentalas well as personal/ individual performance targets and goals.

5. To carry out evaluation of the performance of directors as well as key managerialand senior management personnel.

6. To provide them reward linked incentives directly to their effort performancededication and achievement relating to the Company’s operations.

7. To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

In the context of the aforesaid criteria the following revised Policy has beenformulated by the Nomination and Remuneration Committee and adopted by the Board ofDirectors.

Effective Date

This policy shall be effective from April 25 2015.

Definitions

1. Board means Board of Directors of the Company.

2. Committee means Nomination and Remuneration Committee of the Company asconstituted or reconstituted by the Board.

3. Company means M/s. Oriental Veneer Products Limited .

4. Directors mean Directors of the Company.

5. Independent Director means a director referred to in Section 149 of theCompanies Act 2013.

6. Key Managerial Personnel (KMP) shall have the meaning as defined underSection 2(51) of the Companies Act 2013 as amended from time to time.

7. Senior Management Personnel means personnel of the Company shall includeexecutives who are one level below the managing / executive/ whole time director(s)including the functional heads and Key Managerial Personnel.

8. The Regulations: The Regulations refers to the applicable provisions of theCompanies Act 2013 read with the rules made under the Companies Act 2013 Articles ofAssociation various corporate codes regulations policies applicable guidelines -regulations from Securities and Exchange Board of India listing agreement executed withthe stock exchanges etc. (as amended from time to time).

Applicability

The Policy is applicable to

1. Directors (Executive and Non-Executive)

2. Key Managerial Personnel

3. Senior Management Personnel

This Policy is divided into three parts:

Part – A covers the terms of reference of the Nomination and RemunerationCommittee

Part – B covers the appointment and nomination and

Part – C covers remuneration and perquisites etc.

PART – A

TERMS OF REFERENCE OF THE NOMINATION AND REMUNERATION COMMITTEE [‘COMMITTEE’]

Terms of reference of the Committee:

• to identify persons who are qualified to become directors and who may beappointed in senior management in accordance with the criteria laid down recommend to theBoard of Directors (Board) their appointment and removal and to carry out evaluation ofevery director’s performance

• to formulate the criteria for determining qualifications positive attributesand independence of a director and recommend to the Board a policy relating to theremuneration for the directors key managerial personnel and other employees whileformulating the policy as aforesaid to ensure that:

(a) the level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the Company successfully;

(b) relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

(c) remuneration to directors key managerial personnel and senior management involvesa balance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals: Provided that suchpolicy shall be disclosed in the Board's report. to approve the payment of remuneration asprescribed under Schedule V of the Companies Act 2013 to determine review and recommendto the Board the remuneration of the Company’s Managing/ Joint Managing/ DeputyManaging/ Whole time / Executive Director(s) including all elements of remunerationpackage to determine review and recommend to the Board the remuneration of theCompany’s top executives/ senior management personnel who are one level below theManaging/ Joint Managing/ Executive Director(s) to formulate implement supervise andadminister the terms and conditions of the Employee Stock Option Scheme Employee StockPurchase Scheme whether present or prospective pursuant to the applicable statutory/regulatory guidelines to carry out any other functions as authorized by the Board ofDirectors from time to time or as enforced by statutory/ regulatory authorities

Role of the Committee shall inter-alia include the following:

Formulation of criteria for evaluation of Independent Directors and the Board Devisinga policy on Board diversity Lay down the evaluation criteria for performance evaluation ofindependent directors

Aligning key executive and board remuneration with the longer term interests of theCompany and its shareholders Ensuring a transparent board nomination process with thediversity of thought experience knowledge perspective and gender in the Board Carry outevaluation of every director’s performance.

PART – B

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT

1. Appointment / Nomination criteria and qualifications:

a. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as a director at Senior Management Personneland will conduct evaluation of candidates in accordance with a process that it sees fitand appropriate and recommend to the Board his / her appointment.

b. A person should possess relevant qualification expertise and experience for theposition he / she is considered for appointment. The Committee has the discretion todecide whether qualification expertise and experience possessed by a person aresufficient / satisfactory for the concerned position.

c. The Company shall not appoint or continue the employment of any person as whole-timedirector or managing director who has attained the age of seventy years. Provided that theterm of the person holding this position may be extended beyond the age of seventy yearswith the approval of the Members by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extensionof appointment beyond seventy years.

2. Term / Tenure:

a. Managing Director/ Whole-time Director:

The Company shall appoint or re-appoint any person as its managing director orwhole-time/ executive director for a term not exceeding five years at a time.

b. Independent Director:

i. An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for reappointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.

ii. No Independent Director shall hold office for more than two consecutive terms butsuch Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly.

3. Evaluation:

The Committee shall carry out evaluation of performance of every director based ondetailed performance parameters. The Committee shall also evaluate the usefulness of suchperformance parameters and suggest necessary changes to the same.

4. Removal:

Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade thereunder or under any other applicable Act rules and regulations the Committeemay recommend to the Board with reasons recorded in writing removal of a Director KMP orSenior Management Personnel subject to the provisions and compliance of the said Actrules and regulations.

5. Retirement:

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Companies Act 2013 and the prevailing policy of the Company. The Boardwill have the discretion to retain the Director KMP Senior Management Personnel in thesame position / remuneration or otherwise even after attaining the retirement age for thebenefit of the Company.

6. Disqualification of Director

Pursuant to section 164 of the Companies Act 2013 a person shall not be eligible forappointment as a director of a company if:

1. he is of unsound mind and stands so declared by a competent court;

2. he is an undischarged insolvent;

3. he has applied to be adjudicated as an insolvent and his application is pending;

4. he has been convicted by a court of any offence whether involving moral turpitudeor otherwise and sentenced in respect thereof to imprisonment for not less than sixmonths and a period of five years has not elapsed from the date of expiry of the sentence:Provided that if a person has been convicted of any offence and sentenced in respectthereof to imprisonment for a period of seven years or more he shall not be eligible tobe appointed as a director in any company;

5. an order disqualifying him for appointment as a director has been passed by a courtor Tribunal and the order is in force;

6. he has not paid any calls in respect of any shares of the company held by himwhether alone or jointly with others and six months have elapsed from the last day fixedfor the payment of the call;

7. he has been convicted of the offence dealing with related party transactions undersection 188 at any time during the last preceding five years; or 8. he has not compliedwith sub-section (3) of section 152.

(2) No person who is or has been a director of a company which—

1. has not filed financial statements or annual returns for any continuous period ofthree financial years; or

2. has failed to repay the deposits accepted by it or pay interest thereon or to redeemany debentures on the due date or pay interest due thereon or pay any dividend declaredand such failure to pay or redeem continues for one year or more shall be eligible to bere-appointed as a director of that company or appointed in other company for a period offive years from the date on which the said company fails to do so.

PART – C

POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR KMP AND SENIORMANAGEMENT PERSONNEL

1. General:

a. The remuneration / compensation / commission etc. to the Whole-time Director KMPand Senior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration / compensation / commission etc. shall be subject tothe approval of the shareholders of the Company and Central Government wherever required.

b. The level and composition of remuneration shall be reasonable and sufficient toattract retain and motivate directors of the quality required to run the companysuccessfully

c. Relationship of remuneration to performance shall be clear and meets appropriateperformance benchmarks

d. Remuneration to directors key managerial personnel and senior management shallinvolve a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the company and its goals

e. The remuneration and commission to be paid to the Whole-time Director/ManagingDirector shall be in accordance with the percentage / slabs / conditions as per theprovisions of the Companies Act 2013 and the rules made thereunder.

f. Increments to the existing remuneration / compensation structure may be recommendedby the Committee to the Board which shall be within the outer limit approved by theMembers of the Company in the case of Managing Director/ Whole-time Director(s).

g. Where any insurance is taken by the Company on behalf of its Whole-time

Director Chief Executive Officer Chief Financial Officer the Company Secretary andany other employees for indemnifying them against any liability the premium paid on suchinsurance shall not be treated as part of the remuneration payable to any such personnel.Provided that if such person is proved to be guilty the premium paid on such insuranceshall be treated as part of the remuneration.

2. Remuneration to Whole-time / Executive / Managing Director KMP and SeniorManagement Personnel: a. Fixed pay:

The Whole-time Director / KMP and Senior Management Personnel shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee. The breakup of the pay scale and quantum of perquisites includingemployer’s contribution to provident fund pension scheme medical expenses clubfees etc. shall be decided and approved by the Board on the recommendation of theCommittee and approved by the shareholders and Central Government wherever required.

b. Minimum Remuneration:

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Whole-time Director/Managing Director inaccordance with the provisions of Schedule V of the Companies Act 2013 and with theapproval of the Central Government if and to the extent required.

c. Provisions for excess remuneration:

If any Whole-time Director/Managing Director draws or receives directly or indirectlyby way of remuneration any such sums in excess of the limits prescribed under theCompanies Act 2013 or without the prior sanction of the Central Government whererequired he / she shall refund such sums to the Company and until such sum is refundedhold it in trust for the Company. The Company shall not waive recovery of such sumrefundable to it unless permitted by the Central Government.

3. Remuneration to Non- Executive / Independent Director:

a. Remuneration to Non-Executive Directors:

The remuneration may be paid to Non-Executive Directors which shall be fixed as perthe slabs and conditions mentioned in the Articles of Association of the Company and theCompanies Act 2013 and the rules made thereunder.

b. Sitting Fees:

The Non- Executive / Independent Director may receive fees for attending meetings ofBoard or Committee(s) thereof and in line with the applicable provisions of the CompaniesAct 2013.

c. Commission:

Commission may be paid within the monetary limit approved by shareholders subject tothe limit as per the applicable provisions of the Companies Act 2013 subject toperformance of Non- Executive / Independent Director as well as on recommendation of AuditCommittee.

d. Reimbursement of expenses:

Reimbursement of Travelling Expenses for their attending the Board and CommitteeMeetings and any other expenses made by the Director for attending Board meeting andcommittee meeting.

INTERPRETATION

This Policy is intended to comply with the Companies Act 2013 and the listingagreement. Notwithstanding anything herein to the contrary this Policy will beinterpreted only in such a manner as to comply with the Companies Act 2013 and thelisting agreement. Any word not defined in this Policy shall have the same meaning asdefined under the Companies Act 2013 and the listing agreement including any amendmentsthereto. In case any word or provision as appearing in this Policy is contrary to themeaning or provision as provided under the Companies Act 2013 or the listing agreementthen the meaning or provision as provided under the Companies Act 2013 / the listingagreement shall prevail.

This policy shall always be in conformity with the provisions of the Regulations andany amendments in the Regulations shall be deemed to form part of this Policy.

CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES AND INDEPENDENCE OF ADIRECTOR

A. QUALIFICATION OF DIRECTORS.

The Director will at least be a graduate. However more emphasis will be given onexperience expertise track record and reputation of Director.

The person to be appointed as Director should be a Person of eminence standing andknowledge with significant achievements in business professions and/or public service.

The person to be appointed as Director of the Company should possess requisite businessliteracy/skill.

B. POSITIVE ATTRIBUTES

Directors are to demonstrate integrity credibility trustworthiness ability to handleconflict constructively and the willingness to address issues proactively.

Actively update their knowledge and skills with the latest developments in theindustry market conditions and applicable legal provisions.

Willingness to devote sufficient time and attention to the Company’s business anddischarge their responsibilities.

To assist in bringing independent judgment to bear on the Board’s deliberationsespecially on issues of strategy performance risk management resources keyappointments and standards of conduct.

Ability to develop a good working relationship with other Board members and contributeto the Board's working relationship with the senior management of the Company.

To act within their authority assist in protecting the legitimate interests of theCompany its shareholders and employees.

C. Independence of Director

For Independent Directors.

An Independent director should meet the requirements of the Companies Act 2013 andClause 49 of the Listing Agreement concerning independence of directors.

For Non-Independent Director

Director(s) will not be considered independent if he fails to disclose his/her interestwhich is required to be disclose as per Companies Act2013

For Oriental Veneer Products Limited
Saleh N Mithiborwala
Whole Time Director Chief Financial Officer and Chairperson
DIN:- 00171171
Add:- 701 Anand Bhavan CHS East
Avenue Sharad Chandra
Chaterji RD Santacruz West
Mumbai 400054 MH IN
Date:- 02/09/2016