ORIENT TRADELINK LIMITED
Your Directors have pleasure in presenting you the 27th Annual Reporttogether with the audited statement of Accounts of the Company for the financial yearended 31st March 2021.
1. FINANCIAL RESULTS:
|PARTICULARS ||2020-21 ||2019-20 |
|Revenue from operation ||98607062 ||112979509 |
|Other income ||8581390 ||93090 |
|Total Revenue ||107188452 ||113072599 |
|Total Expenses ||96097447 ||111323226 |
|Profit before tax ||11091005 ||1749373 |
|Less: Current tax ||2076236 ||(272902) |
|Less/Add: Deferred Tax (Net) ||1830207 ||2956905 |
|Profit after tax ||7184562 ||4433376 |
2. RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS:
The revenue generated from operations amounted to INR 98607062/- (Rupee NineCrores Eighty Six Lakh Seven Thousand and Sixty Two) in F.Y. 2020-21 as compared to F.Y.2019-20 in which revenue generated was amounted to INR 112979509/- (Rupee ElevenCrores Twenty Nine Lakh Seventy Nine Thousand Five Hundred and Nine)
Net profit after tax is INR 7184562/- (Rupee Seventy One Lakh Eighty FourThousand Five Hundred and Sixty Two) in F.Y. 2020-21 in Comparison to INR 4433376/-(Rupee Forty Four Lakh Thirty Three Thousand Three Hundred and Seventy Six) in F.Y.2019-20.
3. CHANGE IN THE NATURE OF BUSINESS:
There was no Changes in the nature of business of the Company during the currentfinancial year.
4. SHARE CAPITAL:
The Authorized Share Capital of the Company is INR 120000000/- (Rupee Twelve Crore).During the year under review there was no change in the Company's issued subscribed andpaid-up equity share capital. On March 31 2021 the paid-up capital stood at INR109650000/- (Rupee Ten Crore Ninety Six Lakh Fifty Thousand) divided into 54825000(Five Crore Forty Eight Lakh Twenty Five Thousand) Equity Shares of Rs. 2/- (Rupee Two)each.
The Board of Directors of the Company in their meeting held on 31st August2020 considered and approved the Consolidation of 5 (Five) Equity Share of the Companyhaving a face value of INR 2/- (Rupees Two only) each into 1 (One) Equity Shares of facevalue of Rs.10/- (Rupees Ten only).
The Board of Directors has not recommended any dividend for the financial year ended onMarch 31 2021.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno outstanding unclaimed/unpaid dividend as on 31st March 2021.
7. TRANSFER TO RESERVES:
During the current year the company has transferred INR 7184562/- (Rupee Seventy OneLakh Eighty Four Thousand Five Hundred and Sixty Two) into the General Reserve of theCompany and the closing balance of General Reserve as on 31st March 2021 standsINR -14256732/- (Rupee One Crore Forty Two Lakh Fifty Six Thousand Seven Hundred andThirty Two)
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT:
The impact of COVID-19 on the Company's financial statements has been given in Note No.2 of the Notes to financial statements for the year ended March 31 2021. Based on theCompany assessment no material impact has been noted. Considering that it is a dynamicand evolving situation the management will continue to closely monitor and evaluate theimpact of any material change in macro-economic and other related factors which may havebearing on the company's operations.
The Company has not accepted any deposits from the public and as such no amount onaccount of principal or interest on deposits from public was outstanding as on the date ofthe balance sheet for the F.Y.2020-21.
10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT2013:
The particulars of loans guarantees and investments wherever required have beendisclosed in the financial statements which also form part of this report.
11. CORPORATE SOCIAL RESPONSIBILITY:
The Company has not developed and implemented any Corporate Social ResponsibilityInitiatives as provisions of section 135(1) of the Companies Act 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014 are not applicable on the Company.
12. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION. FOREIGNEXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under sub-section (3)(m) of section 134 of the CompaniesAct 2014 read with Rule 8(3) of Companies (Accounts) Rules 2014 are annexed herewith atAnnexure I.
As on March 31 2021 the Board of Directors of the Company is comprised of followingdirectors:
|NAME OF DIRECTORS ||Category |
|Mr. Aushim Khetarpal ||Managing Director |
|Mr. Mahesh Kumar Verma ||Non-Executive & Independent Director |
|Mr. Balakrishna Rama Rao Maddur ||Non-Executive & Independent Director |
|Mr. Sunny Panwar ||Non-Executive - Independent Director |
|Ms. Rachna Narula ||Non-Executive - Non Independent Director |
14. NUMBER OF MEETINGS OF THE BOARD:
During the year the Board met 8 (Eight) times to deliberate on various matters on15/07/2020 13/07/2020 13/08/2020 15/09/2020 12/11/2020 19/12/2020 11/02/2021 and05/03/2021. The maximum interval between any two meetings did not exceed 120 days.
|Name of the Director ||No of board Meetings held during the year and Director entitles to attend. ||No. of Meetings attended during the year |
|1 Mr. Aushim Khetarpal ||8 ||8 |
|2 Mr. Mahesh Kumar Verma ||8 ||8 |
|3 Mr. Balakrishna Maddur Rama Rao ||8 ||8 |
|4 Mr. Anish Vinodchandra Shah (Resigned w.e.f. 22/02/2021) ||7 ||7 |
|5 Ms. Rachna Narula (Appointed w.e.f. 19/12/2020) ||3 ||3 |
|6 Mr. Sunny Panwar (Appointed w.e.f. 05/03/2021) ||1 ||1 |
15. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
Pursuant to Section 178(3) of the Companies Act 2013 the Nomination and RemunerationCommittee constituted by the Board of Directors have laid down the following policies:
a. Criteria for nomination as Director Key Managerial Personnel and Independence of aDirector:
b. Criteria for determining Remuneration of Directors Key Managerial Personnel andSenior Management Other Employees of the Company.
c. Evaluation of performance of the members of the Board Key Managerial Personnel.
The following directors are the members of the Nomination and Remuneration Committee:
|Mr. Mahesh Kumar Verma ||- Chairman |
|Mr. Balakrishna Maddur Rama Rao ||- Member |
|Mr. Mr. Sunny Panwar ||- Member |
4 meetings of the Nomination and Remuneration Committee were held during the year. Thedates on which the said meetings were held: 31/08/2020 19/12/2020 11/02/2021 and05/03/2021. The attendance details of the Nomination and Remuneration Committee meetingsare as follows:
|NAMES OF DIRECTORS ||DESIGNATION ||NO. OF MEETINGS ATTENDED |
|Mr. Mahesh Kumar Verma ||Non-Executive & Independent Director ||4 |
|Mr. Balakrishna Maddur Rama Rao ||Non-Executive & Independent Director ||4 |
|Mr. Anish Vinodchandra Shah (Resigned w.e.f. 22/02/2021) ||Non-Executive & Independent Director ||3 |
|Mr. Sunny Panwar (appointed w.e.f 05th March 2021) ||Non-Executive & Independent Director ||1 |
Nomination & Remuneration Policy is uploaded on the website of the Company i.e. athttps://www.orienttradelink.in/.
16. KEY MANAGERIAL PERSONNEL:
Mr. Vjay Resigned from the Post of Company Secretary and Akash Toshniwal wasappointed as Company Secretary of the Company w.e.f. 15/07/2020
Chief Financial Officer
Mr. Mukesh Bhatnagar resigned from the post of chief financial officer w.e.f.09/04/2021 and Mr. Aushim Khetarpal was appointed as chief financial officer of thecompany w.e.f. 20/04/2021
17. INDEPENDENT DIRECTOR'S DECLARATION:
The Company is having following persons as Independent Directors of the Company u/s149(6) of the Companies Act 2013:
|NAMES OF INDEPENDENT DIRECTORS ||DATE OF APPOINTMENT / RE- APPOINTMENT |
|Mr. Mahesh Kumar Verma ||01/08/2017 |
|Mr. Balakrishna Maddur Rama Rao ||11/06/2019 |
|Mr. Sunny Panwar ||05/03/2021 |
The Company has received requisite declaration from above said Independent Directorsconfirming that they meet the criteria of independence as per Section 149 of the CompaniesAct 2013.
18. AUDIT COMMITTEE:
The Board of Directors of the Company has Audit Committee constituted u/s 177 of theCompanies Act 2013 consisting of 3 members Mr. Mahesh Kumar Verma (Non-ExecutiveIndependent Director) Mr. Sunny Panwar (Non-Executive Independent Director) & Mr.Balakrishna Maddur Rama Rao (Non-Executive Independent Director). Mr. Mahesh Kumar Vermais the Chairman of the Audit Committee.
The Company Secretary acts as the Secretary to the Audit Committee. The primaryobjective of the Audit Committee is to monitor and provide an effective supervision of themanagement's financial reporting process to ensure accurate and timely disclosures withthe highest levels of transparency integrity and quality of financial reporting. TheAudit Committee overseas the work carried out in the financial reporting process by themanagement the internal Auditors and the Independent Auditors and notes the processes andsafeguards employed by each of them. All possible measures must be taken by the AuditCommittee to ensure the objectivity and independence of the independent auditors.
The Board has accepted all recommendations of Audit Committee.
19. AUDIT COMMITTEE ATTENDENCE:
The Audit Committee held 4 (Four) meetings during the year ended 31.03.2021. These wereheld on 31/07/2020 12/11/2020 11/02/2021 and 05/03/2021. The attendance details of theAudit Committee meetings are as follows:
|NAMES OF DIRECTORS ||DESIGNATION ||POST HELD ||NO OF MEETINGS HELD ||NO OF MEETINGS ATTENDED |
|Mr. Mahesh Kumar Verma ||Non-Executive Independent Director ||Chairman ||4 ||4 |
|Mr. Balakrishna Maddur Rama Rao ||Non-Executive Independent Director ||Member ||4 ||4 |
|Mr. Anish Vinodchandra Shah (Resigned w.e.f. 22/02/2021) ||Non-Executive Independent Director ||Member ||3 ||3 |
|Mr. Sunny Panwar (Appointed w.e.f. 05/03/2021) ||Non-Executive - Independent Director ||Member ||1 ||1 |
20. BOARD EVALUATION:
As per provisions of section 134(3) of the Companies Act 2013 and Rules madethereunder the Board of Directors has carried out an annual evaluation of its ownperformance Board Committees and individual directors.
The performance of the Board of Directors and its Committees were evaluated on variousparameters such as structure composition experience performance of specific duties andobligations quality of decision making and overall effectiveness.
The performance of individual Directors was evaluated on parameters such as meetingattendance participation and contribution and independent judgment.
The Board members noted from time to time the suggestions/ inputs of IndependentDirectors Nomination Committee and Audit Committee and also discussed various initiativesto further improve the Board effectiveness.
In a separate meeting of Independent Directors held on 31/08/2020 performance ofnon-independent directors performance of the Board as a whole and performance of theChairman was evaluated.
21. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to the provisions of Regulation 25(7) and Regulation 46 of the SEBI ListingRegulations kindly refer to the Company's websitehttps://www.orienttradelink.in/pdf/familarisation-policy.pdf for details of thefamiliarization programme for IDs on their roles rights responsibilities in the Companynature of the industry in which the Company operates business model of the Company andrelated matters.
22. RISK MANAGEMENT POLICY:
The Company is taking every care for minimizing the risk involved in the manufacturingprocess of the unit. Responsible staff employed to take every care to minimize the riskfactor in the factory. The risk management policy of the company can be accessed atcompany website i.e https://www.orienttradelink.in/pdf/risk-management-policy.pdf
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 read with Rule 8(2) of Companies (Accounts) Rules 2014in prescribed Form AOC-2 is annexed herewith at Annexure II.
24. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The company does not have any Subsidiary Joint Venture or Associate Company; henceprovisions of section 129(3) of the Companies Act 2013 relating to preparation ofconsolidated financial statements are not applicable.
25. VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per the provisions of Companies Act 2013 every Listed Company shall establish avigil mechanism (similar to Whistle Blower mechanism). Pursuant to Section 177(9) of theAct a vigil mechanism was established for directors and employees to report to themanagement instances of unethical behaviour actual or suspected fraud or violation ofthe Company's code of conduct or ethics policy. The vigil mechanism provides a mechanismfor employees of the Company to
approach the Chairperson of the Audit Committee of the Company for redressal. No personhas been denied access to the Chairperson of the Audit Committee.
26. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT 2013:
The Information & Statement of Particulars of employees pursuant to Section 197 ofthe Companies Act 2013 and Rule 5 (1) & 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed as Annexure III.
27. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED U/S 134(3)(c)
In terms of section 134(5) of the Companies Act 2013 your directors state that: -
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed;
(b) 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 and loss of the company for that period;
(c) the Directors have taken proper and sufficient care 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 Directors have 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
(f) the Directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
28. AUDITORS & AUDITORS' REPORT:
Pursuant to the provisions of section 139 of the Act and the rules framed thereafterM/s Harish B Gupta & Co Chartered Accountants (FRN No. 022464N) were appointed asStatutory Auditors of the company from the conclusion of 25thAnnual GeneralMeeting till the conclusion of the 30thAGM of the company to be held in theyear 2024.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments u/s 134(3)(f)(i) of theCompanies Act 2013. The Auditors' Report does not contain any qualification reservationor adverse remark.
In terms of Section 138 of the Act and Rules made there under AM Sharma &Associates Chartered Accountants having its head Office at SCO 32 D248/10 BalajiComplex Laxmi Nagar Delhi-110092 were appointed as Internal Auditors for the financialyear 2020-21.
In terms of Section 204 of the Act and Rules made there under Vikas Verma &Associates (Company Secretaries) having its Registered Office at B-502 Statesman House148 Barakhamba Road New Delhi -110001 were appointed as Secretarial Auditors for thefinancial year 2020-21. The Secretarial Audit's Report for the financial year ended onMarch 31 2021 is annexed herewith marked as Annexure IV to this Report.
29. COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Act are not applicable for the business activitiescarried out by the Company.
30. INTERNAL FINANCIAL CONTROL SYSTEM:
According to Section 134(5) (e) of the Companies Act 2013 the term financial control(IFC) means the policies and procedures adopted by the Company for ensuring the orderlyand efficient conduct of business including adherence to the company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation.
The Company has a well-placed proper and adequate Internal Financial Control Systemwhich ensures that all the assets are safeguarded and protected and the transactions areauthorized recorded and reported correctly.
To further strengthen the internal control process the company has developed the verycomprehensive compliance management tool to drill down the responsibility of thecompliance from top management to executive.
31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
Company has adopted a policy on prevention prohibitions and redressal of sexualharassment at workplace in line with the provision of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and has set up Committee forimplementation of said policy. During the year Company has not received any complaint ofharassment.
32. CODE OF CONDUCT
Commitment to ethical professional conduct is a must for every employee includingBoard Members and Senior Management Personnel of the Company. The Code is intended toserve as a basis for ethical decision-making in conduct of professional work. The Code ofConduct enjoins that each individual in the organization must know and respect existinglaws accept and provide appropriate professional views and be upright in his conduct andobserve corporate discipline. The duties of Directors including duties as an IndependentDirector as laid down in the Companies Act 2013 also forms part of the Code of Conduct.All Board members and Senior Management Personnel affirm compliance with the Code ofConduct annually.
33. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT
As per SEBI Listing Regulations Management Discussion and Analysis Report is annexedherewith at Annexure No V.
34. EXTRACT OF THE ANNUAL RETURN AS PROVIDED UNDER SUB-SECTION (3) OF SECTION 92
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return for FY 2020-21 is available on Company'swebsite at https://www.orienttradelink.in/.
35. SECRETARIAL STANDARDS
During the year under review the Company has complied with Secretarial Standards onBoard and General Meetings issued by Institute of Company Secretaries of India.
36. CORPORATE GOVERNANCE
Pursuant to Regulation 34 of the SEBI Listing Regulations Report on CorporateGovernance along with the certificate from a Practicing Company Secretary certifyingcompliance with conditions of Corporate Governance is part to this Report in Annexure NoVI.
Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these items during the year underreview:
There are no significant material orders passed by the Regulators or Courts orTribunal which would impact the going concern status of the Company and its futureoperation
No fraud has been reported by the Auditors to the Audit Committee or the Board.
There has been no application made or pending under Insolvency and BankruptcyCode 2016
The Board of Directors wish to place on record its deep sense of appreciation for thecommitted services by all the employees of the Company. The Board of Directors would alsolike to express their sincere appreciation for the assistance and co-operation receivedfrom the financial institutions banks government and regulatory authorities stockexchanges customers vendors members during the year under review.
|Date: 12thAugust 2021 || ||For & on behalf of |
|Place: New Delhi || ||Orient Tradelink Limited |
| ||Sd/- ||Sd/- |
| ||Mahesh Kumar Verma ||Aushim Khetarpal |
| ||Independent Director ||Managing Director |
| ||DIN:07892196 ||DIN: 00060319 |