Your directors are pleased to present their Report and Audited Accounts of the Companyfor year ended March 31 2021.
1. FINANCIAL RESULTS
The Company's financial performance for the year ended March 31 2021 is summarizedbelow:
Rs. in Lakhs
|Particulars ||Standalone ||Consolidated |
| ||March 31 2021 ||March 31 2020 ||March 31 2021 ||March 31 2020 |
|Total Income ||6914.64 ||14389.30 ||7307.13 ||15022.95 |
|Profit before Exceptional Items and Tax ||235.55 ||3111.42 ||382.97 ||3430.23 |
|Share of Profit/ Loss of Associate ||- ||- ||77.44 ||234.65 |
|Exceptional Items ||178.73 ||- ||178.73 ||- |
|Profit before Tax ||56.82 ||3111.42 ||204.24 ||3430.23 |
|Provision for taxation ||(36.75) ||798.30 ||(34.23) ||803.75 |
|Profit after Tax ||93.57 ||2313.12 ||238.47 ||2626.48 |
|Other Comprehensive Income ||29.12 ||(25.31) ||39.12 ||(81.80) |
|Total Comprehensive Income ||122.69 ||2287.81 ||277.59 ||2544.68 |
|Balance brought forward from previous year ||13848.74 ||13473.03 ||14670.37 ||14037.36 |
|Appropriations during the year: || || || || |
|Less: Buy Back of Shares ||- ||(911.75) ||- ||(911.75) |
|Less: Transaction cost on Buy Back of Shares ||- ||(9.98) ||- ||(9.98) |
|Less: Dividend on Equity Shares ||- ||(821.49) ||- ||(821.49) |
|Less: Dividend Distribution Tax ||- ||(168.86) ||- ||(168.86) |
|Balance carried forward ||13971.43 ||13848.74 ||14947.96 ||14670.37 |
|Equity Share Capital ||2738.31 ||2738.31 ||2738.31 ||2738.31 |
|Earnings Per Share (Basic & Diluted) ||0.34 ||8.28 ||0.87 ||9.40 |
2. BUSINESS PERFORMANCE & COMPANY'S AFFAIRS
The total income of your Company on standalone basis has declined to ' 6914.64 Lakhsduring the FY 2020-21 from ' 14389.30 Lakhs during the FY 2019-20 thereby registering adecrease of 51.95%. The profit/(loss) after tax for the FY 2020-21 stands at ' 93.57 Lakhsagainst profit of ' 2313.12 in the FY 2019-20 lower by 95.95%.
The total income of your Company on consolidated basis has declined to ' 7307.13 Lakhsduring the FY 2020-21 from ' 15022.95 Lakhs during the FY 2019-20 thereby registering adecrease of 51.36%. The profit/(loss) after tax for the FY 2020-21 stands at ' 238.47Lakhs against ' 2626.48 in the FY 2019-20 lower by 90.92%.
The information on Company's affairs and related aspects is provided under ManagementDiscussion and Analysis Report which has been prepared inter-alia in compliance withRegulation 34 of SEBI (Listing Obligations & Disclosures Requirements) Regulations2015 ("Listing Regulations") and forms part of the Annual Report.
3. ACQUISITIONS And EXPANSION PLAN
During the year under review Company has acquired Industrial Plots admeasuring 18960sq. mtrs. including the building and structure thereon situated at Sarigam NotifiedIndustrial Area Sarigam Taluka - Umbergaon District- Valsad State - Gujarat on August21 2020. The Company had completed setting up a Process/ Dyeing House on the saidlocation which is in process of starting operations.
Additionally your Company has also acquired an Industrial Land and Building atFairdeal Textile Park Kosamba near to our existing manufacturing plant of the Company.The Company had set-up waterjet looms at the said location.
4. TRANSFER TO RESERVES
There is no amount proposed to be transferred to the Reserves.
5. SHARE CAPITAL
During the FY 2020-21 there has been no change in the Share Capital of the Company. Ason March 31 2021 the Paid-up Share Capital of your Company stood at ' 273830650/-comprising of 27383065 Equity Shares of ' 10/- each fully paid up.
Your Company has during the year under review neither issued any Equity shares withdifferential voting rights nor any shares (including sweat equity shares) to its employeesunder any scheme.
6. IMPACT OF COVID -19
The weak performance of the Company is majorly attributed to the outbreak of theCOVID-19 pandemic. This has severely impacted the business of the Company with global anddomestic markets being shut during the June 2020 quarter. Series of lockdowns andrestrictions were announced by Central/ State government(s)/ local authorities' resultedin temporary suspension of operations and temporary closure of offices andplants/manufacturing facilities of the Company in line with the directions. Your Companyas a part of its safety policies ensured that its employees are working from home andnecessary facilities as feasible were provided. As the restrictions eased during the yearyour Company resumed its operations following safety guidelines at all its manufacturinglocations & warehouses. The corporate office also resumed.
In terms of SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/84 dated May 20 2020 yourCompany has made the required disclosure on impact of COVID-19 on the operations of theCompany and the same is available at website of the Company - www.orbitexports.com.
7. fire accident at warehouse
At the end of the year i.e. March 24 2021 your Company had experienced anunfortunate incident of fire breakout at its Warehouse situated at Bhiwandi. The firestarted from the adjoining warehouse and thereafter caught our warehouse. The breakout wasso huge that the entire stock and the assets stored therein got damaged. This has led to amajor impact on the inventory level of the Company resulting in delayed execution ofimpending orders amongst other such issues.
The Members are further informed that the property and stock were adequately insuredand your Company is currently going through the claim process.
8. CONSOLIDATED FINANCIAL STATEMENTS
As stipulated under Regulation 33 of the Listing Regulations the Company has preparedConsolidated Financial Statement in accordance with the applicable accounting standards asprescribed under the Companies (Accounts) Rules 2014 of the Companies Act 2013("the Act"). The Consolidated Financial Statement reflects the results of theCompany and that of its subsidiary and associate. As required under Regulation 34 ofListing Regulations 2015 the Audited Consolidated Financial Statement together with theIndependent Auditors' Report thereon is annexed and forms part of this Report and alsoavailable on the website of the Company - www.orbitexports.com.
9. SUBSIDIARY COMPANIES AND ASSOCIATE COMPANY
Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts)Rules 2014 a statement containing salient features of the financial statements ofSubsidiaries is given in Form AOC-1 which forms an integral part of Annual Report.
As on March 31 2021 your Company has (One) Subsidiary Company and 1 (One) AssociateCompany as follows:
Subsidiary Company - Orbit Inc. operating in US
Associate Company - Rainbow Line Trading L.L.C. operating in Dubai
During the year under review M/s. Excellere (UK) Ltd wholly owned subsidiary of theCompany ceased to exist as it was dissolved on March 23 2021 by Companies House UK.Therefore the financials of the same shall not form part of the Consolidated FinancialStatements of the Company.
The Audited Financial Statements including Consolidated Financial Statements of theCompany and all other documents required to be attached thereto and the financialstatements of Subsidiary Company and Associate Company are uploaded on the website of theCompany i.e. www.orbitexports.com under 'Investor Information' tab and shall alsobe available for inspection by any Member at the Registered Office of the Company.
Pursuant to SEBI Listing Regulations the Company has formulated a policy fordetermining its 'material subsidiaries'. The said Policy may be accessed on the Company'swebsite- www.orbitexports.com.
10. MATERIAL CHANGES AFFECTING THE COMPANY
During the FY 2020-21 there was no material change and commitments affecting thefinancial position between the end of financial year and date of this report of theCompany. There has been no change in the nature of business of the Company.
11. CHANGE IN THE NATURE OF BUSINESS
During the period under review there was no change in the nature of business of theCompany
12. ANNUAL Return
Pursuant to Section 134(3)(a) of the Act the draft annual return for FY 2020-21prepared in accordance with Section 92(3) of the Act is made available on the website ofthe Company and can be accessed at orbitexports.com/investor-information/.
13. directors and key managerial personnel
As of March 31 2021 your Company had Seven (7) Directors which included Four (4)Independent Directors One (1) Non-Independent Non-Executive Director and Two (2)Executive Directors.
During the FY 2020-21 the following changes occurred in the composition of the Boardand the Key Managerial Personnel of your Company:
i) Re-appointment of Mr. Pardeep Khosla (DIN: 06926523) with effect from September 282020 as an Independent Director of the Company for a period of Five (5) consecutive yearsby the Members in the 37th Annual General Meeting of the Company;
ii) Appointment of Mrs. Chetna Malaviya (DIN: 07300976) with effect from June 22 2020as a Woman Independent Director of the Company for a period of Five (5) consecutive yearsby the Members in the 37th Annual General Meeting of the Company.
Retirement by Rotation
In accordance with the provisions of Section 152 of the Companies Act 2013 read withRules made thereunder and the Articles of Association of the Company Mrs. Anisha SethWhole Time Director of the Company (DIN: 00027611) retires by rotation at the ensuing AGMand being eligible offers herself for re-appointment. Accordingly the Board recommendsthe said re-appointment of Mrs. Anisha Seth and her brief profile has been provided in theNotice convening the said 38th AGM of the Company.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on the date of this Report are:
Mr. Pankaj Seth Managing Director;
Mrs. Anisha Seth Whole Time Director;
Mr. Mukesh Deopura Chief Financial Officer; and
Ms. Neha Devpura Company Secretary
Declaration from Independent Directors
Pursuant to Section 149(7) all Independent Directors of the Company have givendeclarations that they meet the criteria of independence as laid down under Section 149(6)of the Act and Regulation 16(1)(b) of the Listing Regulations. The Board is of the opinionthat the Independent Directors of the Company possess requisite qualificationsexperience expertise and hold highest standards of integrity. The Independent Directorshave also confirmed that they have complied with the Company's Code of Business Conduct& Ethics.
14. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act the Board of Directors to the best of theirknowledge and ability confirm that:
a. in the preparation of the Annual Accounts for the financial year ended March 312021 the applicable accounting standards and Schedule III of the Companies Act 2013have been followed and there are no material departures from the same;
b. appropriate accounting policies have been selected and applied consistently andjudgments and estimates are made reasonably and prudently so as to give a true and fairview of the state of affairs of the Company as at March 31 2021 and of the profit of theCompany for the year ended on that date;
c. proper and sufficient care have been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. the annual accounts have been prepared for the financial year ended March 31 2021on a 'going concern' basis;
e. proper internal financial controls are devised to ensure compliance with all theprovisions of the applicable laws and that such internal financial controls are adequateand are operating effectively; and
f. proper systems are devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
15. NUMBER OF MEETINGS OF THE BOARD
During the FY 2020-21 Four (4) Meetings of the Board of Directors of the Company wereconvened and held. The particulars of Meetings held and attended by each Director aredetailed in the Corporate Governance Report that forms part of this Annual Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and Listing Regulations and relevant relaxations granted from time to time.
16. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
In compliance of the of Regulation 25(7) of Listing Regulations read with the ScheduleIV to the Companies Act 2013 the Company has put in place a Familiarization Programmefor the Independent Directors to familiarize them with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model etc.
The details of such programme imparted during FY 2020-21 are available on the websiteof the Company - www.orbitexports.com and may be accessed through the link -http://orbitexports.com/wp-content/uploads/2021/07/Familiarization-Programme-for-FY-2020-21.pdf.
17. board evaluation
In accordance with the provisions of the Act and the Listing Regulations your Companyconducted the annual performance evaluation of its own the Chairman its variousCommittees and the Directors individually including Independent Directors. A structuredquestionnaire has been formulated taking into consideration the various aspects of theBoard's functioning composition of the Board and its Committees culture execution andperformance of specific duties obligations and governance. The Board of Directorsexpressed their satisfaction with the evaluation process.
The criteria applied in the evaluation process are explained in the Report on CorporateGovernance which forms part of the Annual Report.
18. COMMITTEES OF THE BOARD
As per the Companies Act 2013 and the Listing Regulations during the FY 2020-21 theBoard had Four (4) Statutory Committees viz. Audit Committee Nomination and RemunerationCommittee Corporate Social Responsibility Committee and Stakeholders' RelationshipCommittee. The terms of reference of the said committees along with their compositionnumber of Meetings held and attendance of Members at each Meeting are provided in theCorporate Governance Report which forms a part of this Report.
19. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(9) of the Companies Act 2013 andRegulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The policy provides for adequate safeguards against victimization of Director(s) oremployee(s) or any other person who avail the Mechanism. The Code applies to allDirectors Officers and Employees of the Company.
The Code of Conduct is available on Company's website at the link -http://orbitexports.com/investor-information/ to report any concerns about unethicalbehaviour any actual or suspected fraud.
The Company has not invited any deposits from the public during the financial yearunder review and as such no amount of principal or interest related thereto wasoutstanding as on March 31 2021.
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Particulars of loans guarantees and investments covered under Section 186 of theCompanies Act 2013 is mentioned in the notes to the Financial Statements forming part ofthis Annual Report.
All the properties including buildings plant and machinery and stocks have beenadequately insured.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has adequate procedures for identification and monitoring of related partytransactions. All the transactions with related parties entered into during the yearunder review were in the ordinary course of business and on arms' length basis inaccordance with the provisions of the Act Rules made thereunder and Listing Regulations.During the FY 2020-21 all transactions with related parties were placed before the AuditCommittee for its approval. An omnibus approval from the Audit Committee was obtained forthe related party transactions which are repetitive in nature. The Audit Committee and theBoard reviews all the related party transactions entered into on a quarterly basis.
There were no materially significant related party transactions made by the Companywith the Promoters Directors Key Managerial Personnel or other designated persons whichmay have a potential conflict with the interest of the Company at large.
The transactions of the Company with its wholly-owned Subsidiary are exempted fromapproval of the Members of the Company and hence such approvals are not obtained. Thedisclosure of Related Party Transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC-2 is attached as "Annexure - I".
In accordance with Regulation 23(1) of Listing Regulations the Company has formulateda Policy on the Material Related Party Transactions and on dealing with Related PartyTransactions approved by the Board is available on the Company's website and can beaccessed at the web link - http://orbitexports.com/investor-information/.
24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The particulars as required pursuant to the provisions of Section 134(3)(m) of the Actread with Rule 8 of the Companies (Accounts) Rules 2014 with respect to conservation ofenergy technology absorption foreign exchange earnings and outgo etc. is set as "Annexure- II" to Annual Report.
25. PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197(12) of the Act read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed to this Annual Report as"Annexure - III".
Details of employee remuneration as required under provisions of Section 197 of theAct and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 forms part of this Report. As per the provisions of Section 136 ofthe Act the Reports and Financial Statements are being sent to shareholders of theCompany and other stakeholders entitled thereto excluding the Statement containingParticulars of Employees. Any shareholder interested in obtaining such details may writeto the Company Secretary of the Company at i nvestors@orbi texports.com.
26. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Pursuant to the provisions of Section 134(3)(e) of the Act the Company has formulateda Policy on the appointment and remuneration of Directors including criteria fordetermining qualifications positive attributes independence of a Director and othermatters provided under Section 178(3) of the Act. The Nomination and Remuneration Policyas approved by the Board is available on the Company's website and can be accessed at theweb link - http:// orbitexports.com/investor-information/.
27. LISTING AT STOCK EXCHANGES
The Equity shares of your Company continue to be listed on BSE Limited and the NationalStock Exchange of India Limited. The applicable listing fees upto F.Y. 2021-22 have beenduly paid to both the Stock Exchanges.
28. FUND RAISING BY ISSUANCE OF DEBT SECURITIES IF ANY
Pursuant to SEBI Circular No. SEBI/HO/DDHS/CIR/P/2018/144 dated November 26 2018 theDirectors confirm that the Company is not defined as a "Large Corporate" as perthe framework provided in the said Circular. Moreover your Company has not raised anyfund by issuance of debt securities.
29. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets commensurate with its size scale andcomplexities of its operations. The Audit Committee of the Board of Directors activelyreviews the adequacy and effectiveness of the internal control systems and suggestsimprovements to strengthen the same. All the transactions are properly authorizedrecorded and reported to the Management. The Company is following all the applicableAccounting Standards for properly maintaining the books of accounts and reportingfinancial statements. Based on the review nothing has come to the attention of Directorsto indicate that any material breakdown in the function of these controls procedures orsystems occurred during the year under review.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY
During the FY 2020-21 there were no significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and the Company'soperations
31. PENDING PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016
Your Company confirms that there is no proceeding pending under the Insolvency andBankruptcy Code 2016 and that there is no instance of onetime settlement with any Bank orFinancial Institution during the financial year under review.
32. AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS
The Members of the Company at the Annual General Meeting held on September 28 2020approved the appointment of M/s. G.M. Kapadia & Co. Chartered Accountants (FRN:104767W) as the Statutory Auditors of the Company for a period of Five (5) yearscommencing from the conclusion of the 37th AGM until the conclusion of the 42ndAGM.
The Reports given by M/s. G.M. Kapadia & Co. Chartered Accountants on theStandalone and Consolidated Financial Statements of the Company for FY 2020-21 does notcontain any qualification reservation or adverse remarks and forms part of the AnnualReport.
In terms of the Section 148 of the Act read with the Companies (Cost Records and Audit)Rules 2014 the Company is required to maintain cost accounting records and have themaudited every year. Accordingly the Board at its meeting held on June 28 2021 based onthe recommendation of the Audit Committee appointed M/s. Balwinder & Associates CostAccountants (FRN: 000201) as the Cost Auditors of the Company to conduct audit of thecost records of the Company for the financial year ending March 31 2022.
A remuneration of ' 75000/- (Rupees Seventy Five Thousand Only) plus applicable taxesand out of pocket expenses has been fixed for the Cost Auditors subject to theratification of such fees by the Members at the ensuing AGM. Accordingly the matterrelating to ratification of the remuneration payable to the Cost Auditors for thefinancial year ending March 31 2022 will be placed at the 38th AGM. TheCompany has received consent and certificate of eligibility from M/s. Balwinder &Associates to be appointed as Cost Auditors under Section 141 of the Act and Rules framedthereunder.
During the year under review the Cost Auditor had not reported any fraud under Section143(12) of the Act and therefore no details are required to be disclosed under Section134(3)(ca) of the Act
The Cost Audit Report for FY 2019-20 has been duly filed with the Ministry of CorporateAffairs.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed M/s. S. K. Jain & Co. Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the Financial Year 2020-21.
The Report of Secretarial Audit in Form MR-3 in accordance to Section 204 of CompaniesAct 2013 and Secretarial Compliance Report in accordance with Regulation 24A of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 for the financial yearended March 31 2021 is annexed herewith and marked as "Annexure-IV" tothis Report.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark except for the below mentioned:
The Company was required to appoint one Independent Woman Director on its Board ofDirectors w.e.f. April 01 2020 as per Regulation 17(1) of SEBI (LODR) Regulations 2015.The Company has however appointed Mrs. Chetna Manish Maiaviya (DIN: 07300976) as anAdditional Independent Women Director with effect from June 22 2020. National StockExchange of India Limited (NSE) vide its letter dated27/07/2020 had made observation thatthere was no Woman Independent Director on the Board during the period from April 01 2020to June 21 2020 the Company vide its letter dated 30/07/2020 had given its clarificationstating that there was a series of lockdown imposed by the State Government/CentralGovernment/Local administrative authority due to which the company could not appoint oneWoman Independent Director on its Board. The Company has not received any fartherobservation from NSE in this regard.
Your Board informs the Members that the Company had taken all necessary efforts in thedirection of appointing a suitable candidate for the position of Women IndependentDirector. However due to outbreak of Covid-19 pandemic and the resultant nationwidelockdown the same could not be materialized. When certain relaxations were allowed wemade it a priority to fill in the position with a suitable candidate by appointing Mrs.Chetna Malaviya on the Board w.e.f. June 22 2020.
Your Company is a compliant organization and barring this exception the Company makesevery effort in order to avoid any non-compliance.
33. COST RECORDS
As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules2014 the Company is required to maintain cost records and accordingly such accounts andrecords are maintained.
34. REPORTING OF FRAUD BY AUDITOR
During the FY 2020-21 the Statutory Auditors Cost Auditors and Secretarial Auditorshave not reported any instances of frauds committed in the Company by its Officers orEmployees to the Audit Committee under Section 143(12) of the Act details of which needsto be mentioned in Board's Report.
35. CORPORATE SOCIAL RESPONSIBILITY
The Board has constituted a Corporate Social Responsibility ("CSR") Committeein terms of the provisions of Section 135 of the Companies Act 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014. The composition and terms ofreference of the CSR Committee is provided in the Corporate Governance report formingpart of this Report. The policy is available on the website of the Company -www.orbitexports.com.
During the financial year under review the Company has undertaken projects/activitiespertaining to Educational/ Skill Development Programme Promotion of Art and CultureHeritage and Health & Safety.
The Company's CSR spending for the FY 2020-21 was ' 63.81 lakhs and the Annual Reporton CSR Activities forms part of this Report as "Annexure-V"
36. Transfer TO INVESTOR Education And PROTECTION Fund
Pursuant to Section 124(6) of the Companies Act 2013 all shares in respect of whichDividend has not been paid or claimed for Seven (7) consecutive years or more shall betransferred by the Company in the name of Investor Education and Protection Fund("IEPF"). In view of this your Company has transferred 16930 unclaimed EquityShares pertaining to FY 2012-2013 (Interim) FY 2012-2013 (Final) and FY 2013-2014(Interim) to the Demat account of IEPF. The details of the said shares transferred areprovided on the website of the Company at www.orbitexports.com.
During the year under review the Company has transferred unclaimed Dividend of '858620/- attributed to the FY 2012-2013 (Interim) FY 2012-2013 (Final) and FY 2013-2014(Interim). As on March 31 2021 the total amount lying in the Unpaid Dividend accounts ofthe Company in respect of the last Seven (7) years stands at ' 35.37 Lakhs. Details ofunclaimed Dividend and Shares due for transfer with due dates & procedure to claim thesame are provided in the Notes to Notice for 38th AGM.
37. CORPORATE GOVERNANCE REPORT AND CERTIFICATE FROM SECRETARIAL AUDITOR
Your Company is committed to maintain the highest standards of Corporate Governance andadhere to Corporate Governance requirements as set out by the Securities Exchange Board ofIndia (SEBI). Pursuant to Regulation 34 of the SEBI Listing Regulations the CorporateGovernance Report for the year ended March 31 2021 along with a Certificate from theSecretarial Auditors of the Company regarding compliance with the conditions of CorporateGovernance as stipulated under Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of the Annual Report as "Annexure - VI".
38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report on the operations of the Company as requiredunder the Regulation 34 (2) of the SEBI Listing Regulations is provided in a separatesection and forms an integral part of Annual Report as "Annexure - VII".
39. BUSINESS Responsibility Report
A Business Responsibility Report as per Regulation 34 of the SEBI Listing Regulationsforms part of this Annual Report as "Annexure -VIII".
Further the Company has formulated a Business Responsibility Policy encompassing thebroad scope of the initiatives to be undertaken to best sub serve the interest of allthe Stakeholders. The policy may be accessed on the website of the Company at -http://orbitexports.com/investor-information/.
40. CREDIT RATING
During the FY 2020-21 your Company's credit rating got revised. As on March 31 2021the revised rating stood as follows:
|Instrument ||Rating |
|Long Term Debt ||ICRA A- |
|Short Term Debt ||ICRA A2+ |
41. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
Your Company has in place a Code of Conduct for Prohibition of Insider Trading whichlays down the process of trading in securities of the Company by the Designated Personsand to regulate monitor and report trading by the employees of the Company either onhis/her own behalf or on behalf of any other person on the basis of Unpublished PriceSensitive Information. Also it lays down the procedure for Inquiry in case of leak ofUnpublished Price Sensitive Information including Code of Practices and Procedures forFair Disclosure of Unpublished Price Sensitive Information.
The Annual Disclosures pertaining to the Code of Conduct are received from DesignatedPersons within the stipulated time.
The aforementioned amended Code is available on the website of the Company at the link- http://orbitexports.com/ investor-information/.
42. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
Your Company has complied with the provisions relating to the constitution of InternalComplaints Committee under Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013. All employees (permanent contractual temporary andtrainees) are covered under this policy. Your Company has constituted an InternalComplaints Committee(s) (ICC) across all Company locations to consider and resolve allsexual harassment complaints reported to this Committee. The constitution of the ICC is asper the Act and the Committee includes an external member from NGOs with relevantexperience.
During the year under review no cases were received & resolved pursuant to theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
43. EMPLOYEES' STOCK OPTION SCHEME
Your Company has an Employee Stock Option Scheme as "OEL Employees Stock OptionPlan - 2013" in line with provisions of the SEBI (Share Based Employee Benefits)Regulations 2014.
Your Company has received a certificate from the Statutory Auditors of the Company thatthe scheme has been implemented in accordance with Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014. The certificate would be placed at theensuing Annual General Meeting for inspection by Members of the Company.
Further none of the Employees or Key Managerial Personnel ("KMP") haveexercised the options during the FY 2020-21.
|Sr. No. description ||ESOP Scheme |
| ||Grantii ||Grantiii |
|a) Options Granted ||122000 ||8000 |
|b) Options Vested ||- ||- |
|a) Options Exercised ||- ||- |
|b) Total Number of Shares arising as a result of exercise of option || || |
|c) Options lapsed ||122000 ||- |
|d) Exercise price (On weighted average basis) ||171.20 ||174.25 |
|e) Variation of terms of options ||NA ||NA |
|f) Money realized by exercise of options (if scheme is implemented directly bythe Company) ||- ||- |
|g) Total number of options in force ||- ||8000 |
|h) Employee wise details for options granted to:- || || |
|i) Key managerial Personnel: || || |
|- Mr. Pankaj Seth (Managing Director) ||NA ||NA |
|- Mrs. Anisha Seth (Whole Time Director) ||NA ||NA |
|- Mr. Mukesh Deopura (Chief Financial Officer) ||20000 ||- |
|- Mrs. Neha Devpura (Company Secretary) ||- ||- |
|ii) any other employee who received a grantof options in any one year of optionamounting to five percent of more ofoptions granted during that year || || |
|iii) identified employees who were grantedoption during any one year equal toor exceeding one percent of the issuedcapital (Excluding outstanding warrantsand conversions) of the Company at the time of grant || || |
44. COMPLIANCE WITH SECRETARIAL STANDARDS
Your Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board and General Meetings and Dividends.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Financial Institutions Banks Government AuthoritiesCustomers Vendors and Members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.
For and on behalf of the Board of Directors
|Dated: August 13 2021 ||Pankaj Seth |
|Place: Mumbai ||Chairman & Managing Director (Din: 00027544) |