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Orient Abrasives Ltd.

BSE: 504879 Sector: Engineering
NSE: ORIENTABRA ISIN Code: INE569C01020
BSE 00:00 | 21 Jan 31.10 -1.10
(-3.42%)
OPEN

32.80

HIGH

32.80

LOW

30.50

NSE 00:00 | 21 Jan 31.10 -1.10
(-3.42%)
OPEN

32.20

HIGH

32.20

LOW

30.70

OPEN 32.80
PREVIOUS CLOSE 32.20
VOLUME 58694
52-Week high 38.60
52-Week low 20.00
P/E 35.34
Mkt Cap.(Rs cr) 372
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 32.80
CLOSE 32.20
VOLUME 58694
52-Week high 38.60
52-Week low 20.00
P/E 35.34
Mkt Cap.(Rs cr) 372
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Orient Abrasives Ltd. (ORIENTABRA) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 50 Annual Report of the Company togetherwith the Annual Statements of Accounts for the year ended 31 March 2021.

FINANCIAL PERFORMANCE:

(H in Lakhs)

Particulars 2020-2021 2019-2020
Gross Revenue from Operations 30216.78 34584.77
Total expenditure before Finance cost and Depreciation 27125.98 30133.40
Operating Profit 3090.80 4451.37
Other Income 197.74 200.07
Profit / (Loss) before Finance cost Depreciation Exceptional items and Taxes 3288.54 4651.44
Finance cost 581.75 863.50
Depreciation 1110.32 1027.86
Exceptional items - 139.73
Profit / (Loss) before Tax 1596.47 2620.35
Provision for Taxation:
Current Tax 318.31 623.00
Earlier years' Tax 182.82 77.87
Deferred Tax (41.65) (136.43)
Profit / (Loss) after Tax 1136.99 2055.91
Other Comprehensive Income (net of tax) 9.69 (63.92)
Total Comprehensive Income after Tax 1146.68 1991.99

COMPANY’S PERFORMANCE AND OPERATIONS:

Financial year 2020-2021 witnessed challenges due to Covid-19 pandemic outbreak andmeasures to curtail it has caused significant disturbances and slowdown of economicactivities. The Company's operations were impacted due to disruption in productionlockdowns economic slowdown and weak market demand.

Your Company has reported 12.63% decline in revenue from operations for the year ended31 March 2021 and it stood at Rs. 30216.78 Lakhs as against Rs. 34584.77 Lakhs in theprevious year. The decrease in turnover is mainly attributable to non-utilization ofcapacity to the fullest extent due to aforementioned reason. The Company reported declinein export sales during the year under review and it stood at Rs. 7024.83 Lakhs as againstRs. 7070.91 Lakhs for the previous year ended 31 March 2020. The Net Profit after Taxdecreased by 42.44% and stood at Rs.1146.68 Lakhs as against Rs. 1991.99 lakhs for theprevious year ended 31 March 2020.

Your Company also runs wind power plants of 11.1 Mega Watt (M.W.) in Rajasthan andKarnataka. Both the plants in Karnataka and Rajasthan are operating satisfactorily.However generation of power was lower compared to previous year due to low wind factor.During the year under review the gross revenue from the sale of power to respective statepower distribution companies stood at Rs. 616.73 Lakhs as compared to Rs. 681.92 Lakhs forthe previous year ended 31 March 2020. Moreover your Company is also deliberating onmeasures required to be taken for further improvement.

Your Company also operates wind power plant of 1.75 Maga Watt (M.W) in Gujarat forcaptive consumption at its Porbandar plant.

Your Company has a power plant capacity of 18 M.W. out of which 9 M.W. is coal basedwhereas 9 M.W. is based on furnace oil. Due to unaffordable price of furnace oil thefurnace oil based power plant is operated on need based.

Towards the end of financial year the Company faced challenges due to non-availabilityof required grade of raw material which impacted manufacturing of core product at itsPorbandar Plant. Looking at current scenario availability of required grade of rawmaterial for production of core product is expected to be a concern in medium term aswell. The Company is looking to explore and develop non bauxite based new products whichwill eradicate dependency on specific grade of raw material over the period hence in timeto come management of your Company is of the view that the performance of the Companyshall continue to be satisfactory.

Further to meet the increase in potential demand your Company has invested inmodernisation and maintenance of the plant resulting in better operational efficiency inorder to reduce the cost at various levels.

DIVIDEND:

Based on the Company's performance and considering the dividend history of the Companyyour Directors are pleased to recommend dividend @ 15 % per share on the face value ofRe.1/- each viz. Re.0.15/- per Equity Share for the financial year ended 31 March 2021.Payment of dividend is subject to the approval of the shareholders at the ensuing AnnualGeneral Meeting.

The Dividend if declared will involve total outflow of Rs. 179.46 Lakhs which will besubject to deduction of tax at source as applicable and shall be payable during FinancialYear 2021-22.

The Company has not proposed to transfer any amount to General Reserve.

SHARE CAPITAL

During the financial year 2020-2021 there was no change in the authorized issuedsubscribed and paid-up share capital of the Company.

As on 31 March 2021 the Company is having authorized share capital of Rs.180000000/- (Rupees Eighteen Crores only) consisting of 140000000 (Fourteen CroresOnly) Equity Shares of Re. 1/- each and 400000 (Four Lakhs) 6% Redeemable CumulativePreference Shares of Rs. 100/- each.

The issued subscribed and paid-up equity share capital of the Company remainsunchanged. The break-up of issued subscribed and paid-up equity share capital is providedin Note No 12 of Financial Statements.

During the year under review the Company has not issued shares with differentialrights as to dividend voting or otherwise or bought back any of its securities. TheCompany has not issued any sweat equity/bonus shares/employee stock option plan under anyscheme.

SHIFTING OF REGISTERED OFFICE:

During the year under review the Company had applied for shifting of its registeredoffice from the State of Gujarat to State of Maharashtra. The Company has received orderof Hon'ble Regional Director Ahmedabad approving the alteration of Memorandum ofAssociation for shifting of Registered Office from State of Gujarat to State ofMaharashtra. The Company is in the process of filing Form-INC-22 with Registrar ofCompanies.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124(5) of the Companies Act 2013 your Companyhas transferred Rs. 1372732.20/- during the year to the Investor Education andProtection Fund (IEPF). This amount was lying as unclaimed/ unpaid with the Company for aperiod of 7 (Seven) years after declaration of Final Dividend for the Financial Year ended2012-13.

Further as required under Section 124 of the Companies Act 2013 3155306 equityshares in respect of which dividend has not been paid or claimed by the shareholders forseven consecutive years or more have been transferred by the Company to IEPF during thefinancial year under review. Details of shares transferred have been uploaded on thewebsite of IEPF as well as Company at www.orientabrasives.com. As on 31 March 2021 atotal of 3607070 Shares of the Company were lying in the Demat A/c of the IEPFAuthority.

The shareholders have an option to claim their shares and / or amount of dividendtransferred to IEPF in the prescribed form available on www.iepf.gov.in . No claim shallbe entertained against the Company for the amounts and shares so transferred.

The Company has initiated necessary action for transfer of shares in respect of whichdividend has not been paid or claimed by the members consecutively since FY 2013-14.

The voting rights on shares transferred to the IEPF Authority shall remain frozen untilthe rightful owner claims the shares. Any further dividend received on such shares shallbe credited to the IEPF Fund.

DEPOSITS:

During the year under review your Company has not accepted any deposits within themeaning of provisions of Chapter V – Acceptance of Deposits by Companies of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANY:

Subsequent to the year under review the Company has acquired 100% equity shares of M/sOrient Advanced Materials Private Limited (Formerly known as KMM Consultancy PrivateLimited). Pursuant to this acquisition M/s Orient Advanced Materials Private Limitedbecame a wholly owned subsidiary of the Company w.e.f. June 4 2021.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN 31 MARCH 2021 AND 11 AUGUST 2021 (DATE OF THE REPORT):

Your Company has informed the Stock Exchange on June 09 2021 that the Company iscurrently facing difficulties in sourcing specialised grade bauxite in Gujarat which is akey raw material in its production of refractory raw materials at its Porbandar Plant.

Subsequently on July 02 2021 the Company further updated the Stock Exchange that theCompany is facing challenging situation in its business i.e. non-availability of thespecialised grade bauxite which is the main raw material in its production of refractoryraw materials at its Porbandar Plant.

Owing to the absence of a sustainable supply of the required raw material the Companydiscontinued partial operations at its Porbandar Plant.

Except the above there have been no reportable material changes and commitmentsaffecting the financial position of the Company which have occurred between the end of thefinancial year of the Company to which the financial statements relate and the date ofthis report.

SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATIONS:

During the year under review no significant material orders were passed by theRegulators or Courts or Tribunals impacting the going concern status and the Company'soperations save and except as mentioned above.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on 'Corporate Governance' along with the Certificate from M/s. Sanghavi &Co. Chartered Accountants regarding its compliance and 'Management Discussion andAnalysis Report' as stipulated by Regulation 34 of the Listing Regulations are set outseparately which form part of this Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act 2013 the Directors hereby confirmthat:

(a) in the preparation of the annual accounts the applicable Accounting Standards havebeen 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 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;

(e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively and

(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act 2013 read withthe Companies (Appointment and Qualification of Directors) Rules 2014 and the Articles ofAssociation of your Company Mr. Hemul Shah Director retires by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for re-appointment.

The details as required under the provisions of the Companies Act and ListingRegulations are provided in the Notice convening the ensuing Annual General Meeting.

b) Appointment / Re-appointment of Directors:

(i) Appointment of Mrs. Neeta Shah as an Independent Woman Director:

The Board of Directors on the recommendation of Nomination and Remuneration Committeeat its meeting held on 2 February 2021 appointed Mrs. Neeta Shah (DIN- 07134947) as anAdditional Director in the capacity of Independent Director for a term of threeconsecutive years subject to the approval of the Shareholders of the Company.

An Ordinary Resolution seeking approval of the Shareholders for her appointment asNon-Executive Independent Woman Director on the Board of Directors of the Company formspart of Notice convening 50 Annual General Meeting.

(ii) Re-appointment of Mr. Manubhai Rathod as the Whole Time Director and ChiefExecutive Officer:

Mr. Manubhai Rathod was re-appointed as the Whole Time Director & Chief ExecutiveOfficer (CEO) of the Company for a period of 1 year

w.e.f. 15 June 2020 till 14 June 2021 on agreed terms & conditions as stated inthe original agreement.

Considering his exposure & expertise in the field of mining mineral processingprojects logistics resource and business development the Board of Directors at itsmeeting held on 11 May 2021 on the recommendation of Nomination and RemunerationCommittee decided to re-appoint Mr. Manubhai Rathod as a Whole-Time Director & ChiefExecutive Officer for a further period of 3 years from the expiry of his current termi.e. w.e.f. 15 June 2021 on the same terms & conditions that forms part of theoriginal agreement which is subject to the approval of the Members of the Company.

Accordingly pursuant to provisions of Section 196 of the Companies Act 2013resolution seeking approval of The Shareholders for his re-appointment as the Whole TimeDirector & Chief Executive Officer of the Company forms part of Notice convening 50Annual General Meeting.

(iii) Completion of tenure of Mr. Pundarik Sanyal as Independent Director

Subsequent to the year under review the second term of Mr. Pundarik Sanyal asIndependent Director ended on July 14 2021 and accordingly he vacated his office.

The Board places on record its sincere appreciation for the valuable services andguidance rendered by them during his tenure.

(iv) Appointment of Mr. Ketan Shrimankar as Non –Executive Independent Director:

The Board of Directors on the recommendation of Nomination and Remuneration Committeeat its meeting held on 11 August 2021 appointed Mr. Ketan Shrimankar (DIN- 00452468) asan Additional Director in the capacity of Independent Director for a term of fiveconsecutive years subject to the approval of the Shareholders of the Company.

An Ordinary Resolution seeking approval of the shareholders for his appointment asNon-Executive Independent Director on the Board of Directors of the Company forms partof Notice convening 50 Annual General Meeting.

The brief particulars and expertise of the aforesaid Directors appointed/re-appointedand regularisation as required under Regulation 36 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Secretarial Standard - 2 forms part of thenotice convening the ensuing Annual General Meeting.

c) Key Managerial Personnel

i) Resignation of Key Managerial Personnel

During the period under review Mr. V. Shashidharan who was appointed as ChiefFinancial Officer (CFO) and Mr.Bimal Parmar who was appointed as Company Secretary &Compliance Officer of the Company resigned w.e.f. 3 November 2020 and 18 December 2020respectively. The Board takes this opportunity to acknowledge their service and places onrecord its appreciation for the contribution made by them during their tenure.

ii) Appointment of Key Managerial Personnel

The Board of Directors on the recommendation of Nomination and Remuneration Committeeat its meeting held on 2 February 2021 appointed Mr. Vikash Khemka as Chief FinancialOfficer (CFO) and Mrs.Seema Sharma as Company Secretary & Compliance Officer of theCompany.

(iii) In accordance with the provisions of Sections 2(51) and 203 of the Companies Act2013 and pursuant to re-appointment of Mr. Manubhai Rathod Whole Time Director & CEOof the Company he continues to be recognized as the Key Managerial Personnel ofthe Company.

The Board of Directors on the recommendation of the Nomination and RemunerationCommittee recognized Mr. Manan Shah President of the Company as key managerial personnelof the Company.

Pursuant to Section 134(3) (q) read with Rule 5 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Remuneration and other details ofKey Managerial Personnel and other employees for the year ended 31st March 2021 areannexed to this Report.

d) Declaration by Independent Directors:

The following Non-Executive Directors are Independent Directors in terms of theprovisions of Section 149(6) of the Act read with the provisions of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as"Listing Regulations").

a) Mr. Pundarik Sanyal (ceased to be Director w.e.f. 14 July 2021)

b) Mr. Harish Motiwalla

c) Mr. Bharat Kumar Makhecha

d) Mrs. Neeta Shah (Appointed w.e.f. 2 February 2021)

e) Mr. Ketan Shrimankar (Appointed w.e.f 11 August 2021)

The said Independent Directors are not liable to retire by rotation. The Company hasreceived declarations from all the Independent Directors confirming that:-

- they meet the criteria of independence as prescribed under Section 149(6) of theAct and Regulation 16(1)(b) of the Listing Regulations and are independent from themanagement and there has been no change in the circumstances which may affect their statusas independent director during the year.

- they have registered their names in the Independent Directors' Databank.

e) Board's Opinion Regarding Integrity Expertise and Experience (Including theproficiency) of the Independent Directors appointed

The Board is of the opinion that the Independent Directors appointed during the yearunder review are person(s) of integrity and possess core skills/expertise/competencies(including the proficiency) as identified by the Board of Directors as required in thecontext of Company's business(es) and sector(s) for the Company to function effectively.

f) Familiarization Program of Independent Directors

Whenever any new Independent Director is appointed he/she is made familiar with thebusiness and its operations through familiarization programs enabling them to familiarizeand get acquainted with operational performance and forward going businessformulations/strategies so as to gain a better understanding of their roles rights andresponsibilities for the purpose of providing appropriate assistance counselling &directions in order to achieve growth of the Company the details of which are availableon the website of the Company at www.orientabrasives.com.

As a part of such program the Independent Directors have an opportunity to interactwith Management Personnel and are provided with all the relevant information and documentsrequired and/or sought by them enabling them to have a good understanding of the Companyits business model and various operations.

PERFORMANCE EVALUATION:

The Board of Directors adopted the performance evaluation policy with an objective ofevaluating the performance of the each and every Director of the Board Committees of theBoard including the performance of the Board as a whole which would contributesignificantly to performance improvements at all the three levels i.e. the organizationalthe board and the individual director level which in turn would help in increasingaccountability better decision making enhanced communication and more efficient Boardoperations.

Accordingly pursuant to the provisions of Companies Act 2013 Listing Regulations andPerformance Evaluation Policy of the Company the Board of Directors in consultation withthe Nomination & Remuneration Committee and Independent Directors carried out &analysed the annual performance evaluation of all the Directors the Board as a whole andits Committees.

The annual performance evaluation was carried out based on detailed questionnairesdrafted in accordance with the guidance note issued by SEBI. The performance of theindividual Directors was evaluated after seeking inputs from all the Directors other thanthe one who is being evaluated. The evaluation was based on the criteria such asDirector's knowledge and understanding of their role Company's vision and missionDirector's Commitment qualification skill and experience assertiveness incommunication etc.

The performance of the Board was evaluated on the basis of various criteria such ascomposition of the Board information flow to the board matters addressed in the meetingstrategic issues roles and functions of the Board relationship with the managementengagement with the Board and external stakeholders and other development areas.

The performance of the Committees was evaluated after seeking the inputs of committeemembers on the criteria such as understanding the terms of reference Committeecomposition Independence contributions to Board decisions etc.

Further the performance of Chairman & Executive Director were evaluated on certainadditional parameters depending upon their roles and responsibilities such as leadershiprelationship with stakeholders execution of business plans risk management developmentof plans and policies in alignment with the vision and mission of the Company etc.

Similarly criteria for evaluation of Independent Directors include effectivedeployment of knowledge and expertise willingness to devote time and efforts towardshis/her role high ethical standards adherence to applicable codes and policieseffective participation etc.

During the year the Independent Directors had met separately and discussed inter-aliathe performance of Non-Executive Chairman Whole-Time Director & Chief ExecutiveOfficer of the Company and the Board as a whole. The Nomination and Remuneration Committeehas also carried out evaluation of every Director's performance.

The Board evaluation report on performance of each individual Director and the Board asa whole was placed before the Board of Directors for appropriate analysis andconfirmation.

Based on the annual performance evaluation the Board expressed its satisfaction withthe performance evaluation process.

NOMINATION & REMUNERATION POLICY:

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theBoard of Directors based on the recommendations of the Nomination & RemunerationCommittee adopted a Policy for selection and appointment of Directors Key ManagerialPersonnel & Senior Management and for determining their remuneration qualificationspositive attributes and independence of Directors. The policy also ensures that therelationship of remuneration to performance is clear so as to meet appropriate performancebenchmark.

The Policy on Nomination & Remuneration is available on the website of the Companyviz. www.orientabrasives.com. The details about the Nomination & RemunerationCommittee and payment of remuneration to the Directors are provided in the Report onCorporate Governance which forms part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/ employees of your Company is set out in "Annexure A" to thisReport.

MEETINGS OF THE BOARD:

During the year under review the Board of Directors met 4 (four) times. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013 as amended from time to time and the Listing Regulations. The dates of themeetings alongwith the attendance of the Directors therein have been disclosed in theCorporate Governance Report.

AUDIT COMMITTEE:

The Company has an Audit Committee of the Board of Directors in place. The terms ofreference of the Audit Committee are in line with Section 177 of the Companies Act 2013read with the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 18of the Listing Regulations. Detailed information pertaining to the Audit Committeeincluding its composition has been provided in the Corporate Governance Report whichforms part of this Annual Report.

AUDITORS AND AUDITORS' REPORT:

Statutory Auditors:

M/s. Sanghavi & Co. Chartered Accountants (FRN:109099W) were appointed asstatutory auditors of the Company at the 46 AGM held on 16 September 2017 for a period offive years from the conclusion of the 46 AGM until the conclusion of the 51 AGM to be heldin the year 2022 subject to ratification by members of the Company at every AGM to beheld thereafter. However pursuant to notification issued by the Ministry of CorporateAffairs on 7 May 2018 amending Section 139 of the Companies Act 2013 and the rulesframed thereunder the mandatory requirement for ratification of appointment of auditorsby the members at every AGM has been omitted and accordingly the Company is not proposingratification of appointment of auditors at this AGM.

The Auditor's Report for the Financial Year ended 31 March 2021 does not contain anyqualification reservation or adverse remark.

Cost Auditors:

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time the Board of Directors hason recommendation of the Audit Committee appointed M/s. S. K. Rajani & Co. CostAccountants as the Cost Auditors of the Company to conduct audit of the Company's CostAccounting Records in respect of the products of the Company for the financial year2021-2022 at the remuneration of Rs. 170000/- (Rupees One Lakh Seventy Thousand Only)per annum plus Goods & Service Tax and out of pocket expenses.

Your Company has received consent from M/s. S. K. Rajani & Co. Cost Accountantsto act as the Cost Auditors of your Company for the financial year 2021-2022 along with acertificate confirming their independence. As per the provisions of the Companies Act2013 a resolution seeking approval of the Members for the remuneration payable to theCost Auditorsforms part of the Notice convening Annual General Meeting.

The Company has maintained the cost accounts and records in accordance with Section 148of the Companies Act 2013 and Rules framed thereunder. The Cost Audit Report for thefinancial year 2019-2020 was filed with the Ministry of Corporate Affairs on 25 November2020.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014 theCompany had appointed Ms. Dipti Gohil Practicing Company Secretary to undertake theSecretarial Audit of the Company for the Financial Year ended 31 March 2021. TheSecretarial Audit Report in Form MR-3 is annexed herewith as "Annexure B".Secretarial Auditors observations:

The observations made in the Secretarial Audit report are self-explanatory and do notrequire any further explanation.

INTERNAL CONTROL SYSTEM & THIER ADEQUACY:

The Company has an adequate Internal Control System commensurate with the size scaleand nature of its operation. The Audit Committee reviews the adequacy and effectiveness ofInternal Control System.

The Company appointed M/s. Atul HMV & Associates LLP Chartered Accountants as itsInternal Auditors for Financial Year 2020-2021 which carries out the periodic audit as perthe Scope of Work approved by the Audit Committee. The Audit Committee of the Board ofDirectors of the Company periodically reviews the Internal Audit Reports submitted by theInternal Auditors. Internal Audit observations and corrective action taken by theManagement are presented to the Audit Committee. The status of implementation of therecommendations are reviewed by the Audit Committee on a regular basis and concerns ifany are reported to the Board. The Company is taking due action to ensure that theInternal Control is strengthened in all the areas of operations.

Besides this the Company has also implemented 'SAP' Systems an advanced IT businesssolution platform to achieve standardized operations that ensures seamless data andinformation flow. This would further ensure ease in working environment & style andshall enable the Company to be in line with the best global practices.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company embraces responsibility for impact of its operations and actions on allstakeholders including society and community at large. As per requirements of CompaniesAct 2013 the Company had duly constituted Corporate Social Responsibility Committee. Thebrief outline of the Corporate Social Responsibility (CSR) policy of the Company and theinitiative undertaken by the Company on CSR activities during the year are set out in"Annexure C" of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014. The details of composition of CSRCommittee etc. are provided under the Corporate Governance Report.

REPORTING OF FRAUDS

During the year under review the Statutory Auditors have not reported any instances offrauds committed in the Company by its Officers or Employees to the Audit Committee /Central Government under Section 143(12) of the Act read with Rule 13 of the Companies(Audit and Auditors) Rules 2014.

VIGIL MECHANISM- WHISTLE BLOWER POLICY:

The Company has vigil mechanism named a Whistle Blower Policy in compliance with theprovisions of Section 177 of the Companies Act 2013 and Listing Regulations wherein theemployees/directors can report the instances of unethical behavior actual or suspectedfraud mismanagement or any violation of the Code of Conduct and/or laws applicable to theCompany and seek redressal. This mechanism provides appropriate protection to a genuineWhistle.

The said Policy is available on the website of the Company viz.www.orientabrasives.com. During the year under review no compliant has been receivedunder the Whistle Blower Policy (Vigil Mechanism).

RISK MANAGEMENT POLICY:

Your Company has laid down a Risk Management Policy for the Company that identifieselements of risks inherent to the business and has entrusted the Audit Committee with theresponsibility of reviewing the said policy.

RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financialyear under review with the Related Parties were in the ordinary course of business and onan arm's length basis. During the year the Company had entered intocontract/arrangement/transaction with the Related Parties which could be considered asmaterial in accordance with the Company's Policy on Related Party Transactions. Thedisclosure in Form AOC-2 is enclosed in "Annexure D".

The Company places all Related Party Transactions before the Audit Committee and alsobefore the Board of Directors for approval on quarterly basis. The omnibus approval wasobtained from the Audit Committee in respect of transactions which are repetitive innature in accordance with the Company's Policy on Related Party Transactions. The AuditCommittee also reviewed the details of such Related Party Transactions entered into by theCompany pursuant to each of the omnibus approval given on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors of theCompany is available on the website of the Company viz. www.orientabrasives.com.

Your Directors draw attention of the members to Note no. 32 to the financial statementswhich sets out related party disclosures.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED:

During the year under review no loans given investments made guarantees given andsecurities provided in accordance with the provisions of Section 186 of the Companies Act2013.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India on: 1. Meetings of the Board of Directors 2. General Meetings3. Reports of the Board of Directors

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Companies Act 2013are provided in "Annexure E" to this Report.

ANNUAL RETURN:

In accordance with the provisions of section 92(3) of the Act the copy of AnnualReturn of the Company is available on its website www.orientabrasives.com .

PENDING APPLICATION OR PROCEEDING UNDER THE INSOVENCY AND BANKRUPTCY CODE 2016

There is no application made or proceeding pending under the Insolvency and BankruptcyCode 2016 (31 of 2016) during the year against the Company as at the end of the financialyear.

DETAILS OF SETTELEMENT WITH THE BANKS OR FINANCIAL INSTITUTION

There is no one time settlement with the Banks or Financial Institutions for the FY2020-2021.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has zero tolerance for sexual harassment of women at workplace and hasadopted a Policy for prevention prohibition and redressal of sexual harassment atworkplace in terms of provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules framed thereunder andconstituted Internal Complaint Committee (ICC) for safe working environment where allemployees treat each other with courtesy dignity and respect irrespective of theirgender race caste creed religion place of origin sexual orientation disabilityeconomic status or position in the hierarchy.

The ICC which has been constituted as per the policy in this regards provides a forumto employees to lodge Complaints if any therewith for appropriate redressal.

During the year no complaint was lodged with the ICC nor any such instance wasreported and the management is happy to take the same on record. The said Policy isavailable on the website of the Company viz. www.orientabrasives.com.

ACKNOWLEDGEMENT:

Your Directors wish to express their appreciation for the assistance and co-operationreceived from the financial institutions banks employees investors customersGovernment& Government agencies Members & Shareholders and all other businessassociates for the continuous support given by them to the Company and their confidence inits management during the year under review and look forward for their contributed supportin future.

For and on Behalf of the Board of Directors
Sd/- Sd/-
MANUBHAI RATHOD HEMUL SHAH
WHOLE TIME DIRECTOR & CEO DIRECTOR
(DIN: 07618837) (DIN: 00058558)
Place : Mumbai
Date : August 11 2021
- E & OE are regretted

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