Your directors take pleasure in presenting the 23rd Annual Report of yourcompany together with the Audited Balance Sheet as on 31st March 2017 and thestatement of Profit & Loss for the year ended on that date.
The performance of the Company for the Financial Year ended 31stMarch 2017is summarized below:
|Particulars ||Year ended 31.03.2017 ||Year ended 31.03.2016 |
|Income (Gross) ||88037253 ||77834230 |
|Expenses during the year excluding depreciation and interest ||83338582 ||92910261 |
|Profit/Loss before depreciation and interest ||4698671 ||(15076031) |
|Less: ||25790 || |
|Depreciation || ||39100 |
|Interest || ||- |
|Profit before Taxes ||4672881 ||(15115131) |
|Less: Provision for Taxation || || |
|- Current Tax/MAT ||1448593 ||- |
|- Deferred Tax ||(24112) ||- |
|- MAT Credit || ||- |
|Entitlements || || |
|Profit/(Loss) After Tax ||3248400 ||(15115131) |
Your Directors intend to plough back available resources for financial requirements andexpress their inability to recommend any dividend for the Financial Year 2016-2017.
The Company has transferred Rs.3248400/- from the statement of profit and lossto general reserve during the year under review.
The Fiscal Year 2017 was a period of relative stability. During the year under reviewyour Company achieved a profit of Rs.4672881/- before tax as against Loss of Rs.15115131/-in the preceding Financial Year.
There is no change in the directorship of the Company during the current FinancialYear.
The Board met 10 (Ten) times during the financial year 2016-17 on 30.04.201630.05.2016 02.11.2016 12.08.2016 30.08.2016 15.10.2016 12.11.2016 22.12.201630.01.2017 13.02.2017.
The Board has re-constituted all the three functioning committees in accordance withthe provisions of Companies Act 2013 and SEBI (LODR) Regulations 2015 namely AuditCommittee Share Holders/Investors Grievance Committee and the Nomination andRemuneration Committee. The members of each committee are highly educated and wellexperienced. The Role of each committee is given in the Report of Corporate Governance.
Mr. Deepak Kumar the Company Secretary of the Company has resigned from his officewith effect from 30th April 2016. The Company has appointed Mr. Tushar RaiSharma as the Company Secretary with effect from 9th May 2017 and authorizedhim to sign the Financials and other related documents of the Company as required.However during the period between the resignation of former Company Secretary andappointment of the later one the Company was in search of eligible candidate for theoffice of Company Secretary.
The Auditors of the Company M/s. Mittal Nirbhay & Co. retire at the conclusion ofthe ensuing Annual General Meeting and being eligible has sought re-appointment. TheAuditors have confirmed that they satisfy the criteria provided under section 141 of theCompanies Act 2013 (The Act) and their re-appointment if made would be in compliancewith the conditions prescribed under the Act.
The Audit Committee and the Board of Directors recommended the appointment of M/s.Mittal Nirbhay & Co. as an Auditor of the Company to hold office from the conclusionof this Annual General Meeting (AGM) till the conclusion of next consecutive AGM of theCompany to be held in the year 2018 of the Company.
The Auditors report does not contain any reservation qualification or adverse remark.
The Secretarial Audit of the Company has been conducted by Sudhaker & Co. CompanySecretaries and their report on the Secretarial Audit for the year under review is annexedhereto.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report does not contain any reservation qualification or adverseremark which is attached as ANNEXURE-4
The Company has not accepted any fixed deposits during the Financial Year under review.
DETAILS REGARDING REMUNERATION TO THE EMPLOYEES
In terms of rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.The name and other particulars of the employees whose remunerationfalls within the purview of the said rule are required to be set out in the Annexure tothe Directors Report. However during the year under review or any part thereof TheCompany did not employ any person with remuneration falling within the purview asprescribed under the rule.
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
Company is not engaged in any manufacturing or processing activity as such particularsrequired to be given in terms of Section 134(3) (m) of the Companies Act 2013 read withCompanies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988regarding conservation of energy and technology absorption are not applicable.
FOREIGN EXCHANGE EARNINGS AND OUTGO
There has been no expenditure and/or earning in foreign exchange.
NOTES ON TAXATIOIN
In the opinion of Directors the provision for income tax is sufficient to meet IncomeTax Demand Shortfall if any will be met if necessary out of reserves.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATES.
There have been no material changes and commitments occurred between the periodsaffecting the financial position of the Company.
SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANY
The Company has no subsidiary Associate Companies and joint venture Company.
EXTRACT OF THE ANNUAL RETURN
The details forming part of extract of Annual Return as on the financial year endedMarch 31 2017 pursuant to section 92(3) of the Companies Act 2013 in Form MGT-9 isattached as ANNEXURE-3
LOAN AND INVESTMENT BY COMPANY
The Company has neither given any loan to any persons or body corporate nor given anyguarantee or provided security in connection with a loan to other body corporate orPersons under Section-186 of the Companies Act 2013. The Company has not made anyinvestment in the purchase of shares of any associate Company during the year underreview.
RELATED PARTY TRANSACTIONS
All the Related Party Transactions that were entered into during the financial yearwere in the ordinary course of Company's business and on the arm's length basis. There areno materially significant related party transactions made by the Company with thePromoters Key Management Personnel or other designated persons which may have potentialconflict with the interest of the Company at large.
Related Party Disclosure as required as per Accounting Standard (AS-18) on"Related Party Disclosure" issued by the Institute of Charted Accountants ofIndia (ICAI) is as below:
The Company's Related Party Transactions during the year are as follows:
|Nature of Transaction ||As at 31st March 2017 ||As at 31st March 2016 |
| ||Rs. ||Rs. |
|Unsecured Loan from Related Parties || || |
|Aushim Khetarpal ||12681209 ||18410841 |
|Umang Khetarpal ||1223565 ||1223565 |
|Shirdi Sai Baba Foundation ||43763531 ||2257235 |
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENT
The Company has adequate internal financial control system commensurate with the sizeof the Company and the nature of its business with regards to purchase of Fixed Assets.The activities of the Company do not involve purchase of inventories and sale of goods andservices. The Internal financial control system is periodically reviewed by the Directorswho are highly educated and well experienced. To ensure adequacy of internal financialcontrols the procedures adopted by the Company are based on the following parameters:
(a) Familiarity with Policies and Procedures the related policies and procedures andthe changes thereto if any are communicated to the employees at the time of joining andit is ensured that such person understands the policies or procedures correctly.
(b) Accountability of Transactions There is a proper delegation of authorities andresponsibilities so as to ensure accountability of any transaction.
(c) Accuracy & Completeness of Financial Statements/ Reports For accuracy andcompleteness of information reconciliation procedure and multiple checking at differentlevel have been adopted. To avoid human error computer softwares are extensively used.
(d) Retention and Filing of Base Documents All the source documents are properly filedand stored in a safe manner. Further important documents depending upon theirsignificance are also digitized.
(e) Segregation of Duties It is ensured that no person handles all the aspects of atransaction. To avoid any conflict of interest and to ensure propriety the duties havebeen distributed at different levels. (f) Timeliness It is also ensured that all thetransactions are recorded and reported in a timely manner.
The procedures are also reviewed by the Statutory Auditors and the Directors of theCompany from time to time. There has also been proper reporting mechanism implemented inthe organization for reporting any deviation from the procedures.
The Company is engaged in the business of television channels news Films musicserials and trading in fabrics which are governed by the same set of risks and returns andas such are in the same segment.
|(A)Issue of Equity shares with deferential rights ||: ||NIL |
|(B) Issue of Sweat Equity shares ||: ||NIL |
|(C)Issue of employees stock options ||: ||NIL |
|(D) Provision of Money by Company for purchase of its || || |
|own share by employees or trustee for the || || |
|Benefit of employees ||: ||NIL |
RISK MANAGEMENT POLICY
At present the Company has not identified any element of risk which may threaten theexistence of the Company.
COPRORATE SOCIAL RESPONSIBILITY
The provisions of Section 135(1) of the Companies Act 2013 are not applicable to theCompany and therefore the Company has no corporate Social Responsibility Committee of theBoard.
ANNUAL EVALUTION OF PERFORMANCE OF BOARD ITS COMMITTEES AND UNDIVIDUAL DIRECTOR
The Board of Directors have complied with the provisions of Sec. 134(3)(p) of theCompanies Act 2013 and Regulation 17(10) of SEBI(LODR) Regulation 2015 regarding AnnualEvaluation of performance of the Board the Committees and the individual Directors. Suchevaluation was made on the parameters such as the level of engagement and contribution andindependence of judgment thereby safeguarding the interest of the Company. The performanceof the Board its committees and the individual Directors is satisfactory.
CODE OF CONDUCT
The chairman of the Board Meetings has given a declaration that all Directors andsenior Management Personnel concerned affirmed compliance with the code of conduct withreference to the year ended March 31 2017. Declaration is annexed with the Annual Report.
In compliance with the requirements of SEBI (LODR) Regulation 2015 entered into withthe Stock Exchange a separate report on Corporate Governance along with AuditorsCertificate confirming its compliance is annexed and form part of this report.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to section 134(3)(m) of the Companies Act 2013 with respect to DirectorsResponsibility statement it is hereby confirmed that :-
(i) In the preparation of the Annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any.
(ii) The Directors have 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 or loss of the Company for that period.
(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
(iv) The Directors have prepared the annual accounts on a going concern basis.
(v) The Directors in the case of a listed Company had laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively.
(vi) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Your Directors wish to place on record and acknowledge their appreciation for thecontinued support and co-operation received from Government agencies and the shareholders.Your Directors also record their appreciation for the total dedication of employees at alllevels.
|Date: 22/08/2017 || || |
|Place: New Delhi ||For and on behalf of the ||Board of Directors |
| ||Orient Tradelink Limited |
| ||Sd/- ||Sd/- |
| ||Aushim Parshottam Khetarpal ||Anita Khetarpal |
| ||DIN: 00060319 ||DIN: 02909051 |
| ||Managing Director ||Director |