Your Directors take pleasure in presenting the Forty Fourth Annual Report and theaudited accounts for the financial year ended March 31 2021.
(Amount in Rs Lakhs unless otherwise stated)
|Particulars || |
| ||Year ended March 31 2021 ||Year ended March 312020* ||Year ended March 31 2021 ||Year ended March 312020* |
|Net Sales/ Revenue from Operations (adjusted for taxes) ||50004 ||49056 ||50004 ||49056 |
|Profit before finance cost depreciation taxation and exceptional item ||3430 ||3131 ||3430 ||3131 |
|Finance Cost ||565 ||809 ||565 ||809 |
|Depreciation ||2057 ||2059 ||2057 ||2059 |
|Exceptional Item (Net) ||271 ||- ||271 ||- |
|Profit before taxation ||1078 ||263 ||1078 ||263 |
|Share of profit/(loss) of Associates ||- ||- ||65 ||29 |
|Operating Profit before taxation ||1078 ||263 ||1143 ||292 |
|Tax expense ||376 ||(420) ||375 ||(420) |
|Profit after tax ||703 ||683 ||768 ||712 |
|Other Comprehensive Income (Net of Taxes) ||107 ||65 ||107 ||65 |
|PAT with Other Comprehensive Income ||809 ||748 ||875 ||777 |
|Earnings per share (Rs) ||4.90 ||4.78 ||5.36 ||4.99 |
During FY 2020-21 your Company has registered Net Sales of Rs 50004 Lakhs as againstRs 49056 Lakhs in FY 2019-20 thus growing at 2% despite a near washout in Q1 of FY21. Thequarter wise growth % for FY21 vs FY20 given below showcases the strong recovery bycompany once lockdown was withdrawn.
Revenue growth & tight cost control helped the company expand EBITDA margin by 1%over FY 2019-20. Astute cash flow management and credit discipline further helped inquadrupling Profit Before Tax (PBT) for the current fiscal FY21 to Rs 1078 lakhs for FY21Vs Rs 263 lakhs for FY20.
Your Company navigated FY21 with a purposeful focus on business rejuvenation with newinitiatives created to address the unique business challenges created by the pandemic. Thecompany's efforts on reimagining business processes have helped drive an across-the- boardimprovement in performance metrics - both financial and customer.
The first focus was on safety with regular sanitisation of workplace flexible workfrom home practices COVID tests and health awareness programs for employees.
While many were retrenching your Company hired 220+ employees across variousdepartments. Salesforce number was augmented by 10% and 4 new branches were opened toprovide local support to our channel partners & customers. Close to 12000+ human hourswere spent on Learning & Development across the 3 manufacturing units HO and Salesteam. An online chatbot service Saarthi was launched to provide 24x7 assistance &query answering service to our sales team. To make learning a continuous practice a mobilelearning platform was also launched.
During FY21 your Company successfully rejuvenated its product portfolio by launching 8new categories with more than ~500 SKU's. Products such as Pavers Germ Free tiles - Wall& floor Steps 300X450 High Gloss Germ free - Sparkle series Elevation Full BodyVitrified Tiles (FBVT) and new designs in Glazed Vitrified Tiles (GVT) were introducedstarting July 2020. In the trying times your Company was the first in the industry tolaunch the products online with both sales teams and Channel partners attending virtually.
The company utilized the lockdown to re-establish contact with dormant channel partnersacross India and resolve grievances. This along with our outreach to new Channel partnershelped the Company to add/revive 400+ new Channel Partners who contributed to 10% of totalrevenues of FY21.
Also your Company opened 69 new Tile boutiques in targeted cities (highest in a singleyear) resulting in 230 Orient Bell Tile Boutiques (OBTBs) across the Country as at March31 2021.
Our efforts towards building a digital first marketing team has started paying richdividends especially as customer mobility during FY21 was severely constrained. Duringthe current financial year the Company increased social media initiatives andInternet-based advertising to create higher visibility and brand recall. In fiscal 202021your Company has launched ~79 videos on social media with a remarkable 5.5 cr. Views and 1cr. Likes & shares. Your Company has invested in its website to educate consumersabout products helping them to make informed purchase decisions and identify localChannel partners that offer the Company's product range. The increasing number of leadsgenerated through the internet is also helping our Channel sell out faster and buildingloyalty for OBL.
A testimony to the growing stature of brand OBL are the awards for 'Best Brand of theyear' and 'Best Mobile App' felicitated by Realty+ a key publication focussing on realestate (Interior Exterior Excellence Awards).
Helping Channel sell out faster better sales practices and inventory management hashelped to dramatically improve our Cash conversion cycle by 40 days. This has generatedcash flows resulting in company moving from a Net debt of Rs 4817 lakhs on March 31 2020to ' (1912) lakhs as at March 312021.
Your Directors have recommended a dividend of Rs 0.50 per equity share for thefinancial year ended March 31 2021. The total outgo of dividend would amount to Rs 71.77lakhs as against Rs Nil in the previous year. The dividend pay out is subject to approvalof members at the ensuing Annual General Meeting.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Loans Guarantees and Investments covered under Section 186 of the Companies Act 2013forms part of the notes to the financial statements provided in this Annual Report.
PUBLIC DEPOSITS AND LOANS / ADVANCES
Your Company has neither invited nor accepted deposits from the public falling withinthe ambit of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.
TRANSFER TO RESERVES
During the year under review no amount was transferred to Reserves.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All Related Party Transactions that were entered into during the financial year were onan arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Companies Act 2013 and the SEBI Regulations. Materialtransactions with Related Parties which are at arm's length basis are disclosed in FormAOC-2 and is appended as Annexure 1 to the Board's Report. The Related Party TransactionsPolicy is uploaded on the Company's website i.e. www.orientbell.com under the sectionInvestor Relations.
Prior omnibus approval of the Audit Committee is obtained for the transactions whichare repetitive in nature. A statement of Related Party Transactions is placed before theAudit Committee for its review on a quarterly basis specifying the nature value andterms and conditions of the transactions. Detail of the transactions with Related Partiesincluding the transaction(s) of the Company with a Company belonging to thepromoter/promoter group which hold(s) more than 10% shareholding in the Company asrequired pursuant to para-A of Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is disclosed separately in the Financial Statements of theCompany.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In terms of Section 152 of the Companies Act 2013 Mr. Madhur Daga shall retire at theforthcoming Annual General Meeting and being eligible has offered himself forre-appointment.
The first term of Mr. Sameer Kamboj as an Independent Director shall expire on 26thJuly 2021. Mr. Sameer Kamboj has given his consent to act as an Independent director fora further term of five years from 27th July 2021 to 26th July 2026. The Nomination &Remuneration Committee and the Board of Directors have subject to the approval of theMembers approved the appointment of Mr. Sameer Kamboj as an Independent Director for asecond term from 27th July 2021 to 26th July 2026. In this respect a special resolutionforming part of the notice calling 44th AGM has been proposed to be passed at the AGM.
The present term of appointment of Mr. Madhur Daga is up to 31st March 2022 asManaging Director of the Company. The Nomination and Remuneration Committee and the Boardof Directors have subject to the approval of the members vide special resolution at theensuing Annual General Meeting and such other approvals as may be necessary in thisregard approved the reappointment and remuneration of Mr. Madhur Daga as ManagingDirector of the Company for a further term of three years from 01st April 2022 to 31stMarch 2025. In this respect a special resolution forming part of the notice calling 44thAGM has been proposed to be passed at the AGM.
Mr. K.M. Pai is continuing as Non-Executive - Non-Independent Director of the companysince 01st June 2018. In terms of section 149(6)(e)(i) of the Companies Act 2013 heshall continue to hold said position until 31st March 2022.
The Nomination & Remuneration Committee and the Board of Directors have subject tothe approval of the Members approved the appointment of Mr. K.M. Pai as Non Executive -Independent Director for the first term of five years from 01st April 2022 to 31st March2027. In this respect an ordinary resolution forming part of the notice calling 44th AGMhas been proposed to be passed at the AGM.
All the Independent Directors have furnished declarations that they meet the criteriaof independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
STATEMENT REGARDING INTEGRITY; EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS
In the opinion of the Board the Independent Directors possess Excellent rating inrespect of clear sense of value and integrity and have requisite expertise and experiencein their respective fields.
As per the recent amendments of the Companies Act 2013 the online proficiencyself-assessment test to be conducted by Indian Institute of Corporate Affairs is exemptedfor the Independent Directors who have served a Company in such capacity for a total yearnot less than three years. Accordingly the Company's Independent Directors need not toundergo the said test.
NUMBER OF MEETINGS OF THE BOARD
The Board met four times during the financial year the details of which are providedin the Corporate Governance Report which forms part of this Annual Report. The interveninggap between any two meetings was within the year prescribed by the Companies Act 2013 andSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Companies Act 2013 your Directors to the bestof their knowledge and belief and according to the information and explanations obtainedby them make the following statement:
(a) that in the preparation of annual accounts for the financial year ended March 312021 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
(b) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of your Company as at March 31 2021 andof the profit of your Company for the year ended on that date;
(c) that proper and sufficient care has 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) that the accounts for the financial year ended March 31 2021 have been prepared ona 'going concern' basis;
(e) that internal financial controls were in place and that such internal financialcontrols were adequate and were operating effectively;
(f) that proper systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.
The Audit Committee comprises of two Independent Directors namely Mr. Sameer Kamboj(Chairman) Mr. P.M. Mathai (Member) and one Non Independent- Non Executive Director Mr.K.M. Pai (Member). All the recommendations made by the Audit Committee were accepted bythe Board.
INVESTOR EDUCATION & PROTECTION FUND
Pursuant to Section 124(6) of the Companies Act 2013 during the year under review theCompany has transferred 37319 equity shares of Rs 10/- each to Investor Education &Protection Fund in respect of which the dividends remained unpaid/unclaimed for sevenconsecutive financial years i.e. from 2012-13 to 2018-19.
Pursuant to the provisions of Section 124(5) of the Companies Act 2013 your Companyhas transferred entire amount of unpaid/ unclaimed dividend upto FY 2012-13 to InvestorEducation and Protection Fund (IEPF) which was due to be transferred to the saidauthority.
NOMINATION AND REMUNERATION POLICY
The Policy of the Company on Director's appointment and remuneration specifyingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub section (3) of section 178 of the Companies Act2013 adopted by the Board is available on the website of the Company athttps://www.orientbell.com under the heading Investor Relations.
RISK MANAGEMENT POLICY
Pursuant to the requirement of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has formed a Risk Management Policy. This policy seeks tocreate transparency minimize adverse impact on the business objectives and enhance theCompany's competitive advantage. The policy defines the risk management approach acrossthe enterprise at various levels including documentation and reporting. The Board of
Directors reviews the risks appurtenant to the Company yearically and a statement ofrisks is mentioned under the head Management Discussion and Analysis Report which formspart of this Annual Report.
The Risk Management Policy as approved by the Board is uploaded on the Company'swebsite https://www.orientbell.com under the heading Investor Relations.
VIGIL MECHANISM CUM WHISTLE BLOWER POLICY
The Company has in place Vigil Mechanism cum Whistle Blower Policy as per theprovisions of Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 and section 177(9) of the Companies Act 2013. The Policy deals with theinstances of unethical behavior-actual or suspected fraud or violation of the Company'sCode of Conduct. It provides for a mechanism for safeguarding a Whistle Blower against thevictimization of Director(s)/ Employees and allows to approach the Chairman of the AuditCommittee of the Company with the protected disclosure. The Whistle Blower may alsoapproach the CEO of the Company for speedier enquiry. The Vigil Mechanism cum WhistleBlower Policy of the Company is uploaded on the Company's website https://www.orientbell.com under the heading Investor Relations.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee comprises Mr. Madhur Daga (Chairman) Ms.Tanuja Joshi and Mr. Sameer Kamboj (Members). The Committee has formulated and recommendedto the Board a Corporate Social Responsibility Policy ("CSR Policy") indicatingthe activities to be undertaken by the Company which has been approved by the Board. TheCSR Policy may be accessed on the Company's website at https://www.orientbell.com underthe heading Investor Relations.
The Company undertakes initiatives in compliance with Schedule VII to the Act andguidelines circulars issued by the Government from time to time.
The average net profit of the Company computed as per Section 198 of the Act duringthe three immediately preceding financial years (i.e. 2017-18 2018-19 and 2019-20) was Rs139803888/-. During the year under review the Company has spent Rs 2803886/- on CSRactivities against Rs 2796078/- (2% of average net Profits of 3 immediately precedingfinancial years).
The Annual Report on CSR activities is appended as Annexure 2 to the Board's Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under section
134(3)(m) of the Companies Act 2013 read with rule 8 of the Companies (Accounts)Rules 2014 is appended as Annexure 3 to the Board's Report
EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annual evaluationof its own performance and that of its Committees as well as performance of the Directorsindividually. Feedback was sought covering various aspects of the Board's functioning suchas adequacy of the composition of the Board and its Committees Board culture executionand performance of specific duties obligations and governance and the evaluation wascarried out based on responses received from the Directors.
A separate exercise was carried out by the Nomination and Remuneration Committee of theBoard to evaluate the performance of individual Directors. The performance evaluation ofthe NonIndependent Directors and the Board as a whole was carried out by the IndependentDirectors. The performance evaluation of the Chairman of the Company was also carried outby the Independent Directors. The Directors expressed their satisfaction with theevaluation process.
EMPLOYEE STOCK OPTION SCHEME
The information required to be disclosed in terms of the provisions of SEBI (EmployeeStock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 and Companies(Share Capital and Debentures) Rules 2014 is appended as Annexure 4 to the Board'sReport.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as stipulated under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forming part of this reporthas been given under separate section in the Annual Report.
CORPORATE GOVERNANCE REPORT
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aseparate section on corporate governance practices followed by the Company together witha certificate for compliance of the provisions of Corporate Governance from the StatutoryAuditors forms an integral part of this Report.
As per the provisions of section 134 (3) (a) the Annual Return of the Company isdisclosed on the website of the Company https://www. orientbell.com under the headingInvestor Relations.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURES
Your Company has no Subsidiary or Joint Venture. By virtue of the control as definedunder Section 2(6) of the Companies Act 2013 your Company has two Associate Companiesviz. M/s Proton Granito Private Limited and M/s Corial Ceramic Private Limited. No newCompany has become or ceased to be the subsidiary associate or joint venture during theyear under review. The Board of Directors has reviewed the affairs of associatescompanies. In accordance with Section 129(3) of the Companies Act 2013 the consolidatedfinancial statements of the company and its associate companies have been prepared whichforms part of this Annual Report. A Report on the performance and financial position ofeach of the associates companies included in the Consolidated Financial Statement andtheir contribution to the overall performance of the Company is appended in the prescribedformat AOC-1 as Annexure - 5 to the Board's Report.
PARTICULARS OF EMPLOYEES
The information as per Section 197 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is appended as Annexure - 6 to theBoard's Report.
In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names of employees and other particularsof the top ten employees and employees drawing remuneration in excess of the limits asprovided in the said rules are set out in the Board's Report as an addendum thereto.However in terms of provisions of the first proviso to Section 136(1) of the CompaniesAct 2013 the Annual Report is being sent to the members of the Company excluding theaforesaid information. The said information is available for inspection at the RegisteredOffice of the Company during working hours and any member interested in obtaining suchinformation may write to the Company Secretary and the same will be furnished on request.
THE DETAILS OF APPLICATION MADE /PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCYCODE 2016
The Company has initiated proceedings under Insolvency & Bankruptcy Code 2016(IBC) against a few of its customers and as on the date of this Report the status of saidmatters is as under:
|SL. Name of the No. Customer ||Claim Amount (In Rs.) ||Status |
|1 Ansal Housing & Construction Ltd. ||1435327 ||Settled - Pending for withdrawal. |
|2 Simplex Infrastructure Ltd. ||2139978 ||Settlement under process. |
|3 Gannon Dunkerley & Company Ltd ||4146705 ||Settled - Pending for withdrawal. |
|4 Supertech Limited ||2711904 ||Court proceedings are |
| || ||pending. |
|5 Larsen and Toubro Limited ||14800609 ||Settled and withdrawn. |
M/s B.R. Gupta & Co. Chartered Accountants New Delhi Statutory Auditors of yourCompany have been appointed as such by the Shareholders at the 40th AGM held on 22ndSeptember 2017 to hold office from the conclusion of 40th AGM till the conclusion of 45thAGM to be held in the year 2022.
The Auditor's Report read with notes to the accounts referred to in the Auditor Reportare self- explanatory and therefore do not call for any further comments. The Auditor'sReport does not contain any qualification reservation or adverse remark. There is nooffence of fraud reported by the Statutory Auditors under section 143(12) of the CompaniesAct 2013.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Vivek Arora Company Secretaries to undertake the Secretarial Audit of theCompany. The Report of the Secretarial Audit appended as Annexure 7 to the Board's Reportdoes not contain any qualification reservation or adverse remark.
COMPLIANCE WITH SECRETARIAL STANDARDS ISSUED BY ICSI
The Secretarial Standards issued by the Institute of Company Secretaries of India(ICSI) have been duly complied with by the Company.
INTERNAL FINANCIAL CONTROL SYSTEM
The Company has well in place the Internal Financial Control Framework which isindependently evaluated from time to time by inhouse audit function for necessaryimprovement wherever required. The Statutory auditors also review the internal financialcontrols and issue report under section 143 of the Companies Act 2013 which forms part oftheir Report. The detail in respect of adequacy of internal financial controls withreference to the financial statements is mentioned under the head Management Discussionand Analysis Report which forms part of this Annual Report.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OFREPORT
There is no material change and/or commitment held between the end of the financialyear and the date of report affecting the financial position of the Company.
The Company has complied with the provisions relating to the constitution of InternalComplaints Committee and is also having a Policy on Prohibition Prevention and Redressalof Sexual Harassment of Women at Workplace and matters connected therewith or incidentalthereto covering all the aspects as contained under the "The Sexual Harassment ofWomen at Workplace (Prohibition Prevention and Redressal) Act 2013". Your Directorsfurther states that during the year under review no case was received by the InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.
Your Directors wish to place on record their appreciation for dedicated service andcontribution made by the employees of the Company at all levels. Your Directors would alsolike to place on record their appreciation for the continued co-operation and supportreceived by the Company during the year from its customers suppliers bankers financialinstitutions business partners and other stakeholders.
|For and on behalf of Board of Directors |
|of Orient Bell Limited |
|Place: New Delhi ||Madhur Daga ||P M. Mathai |
|Date: 13th May 2021 ||Managing Director ||Director |