ORIENT TRADELINK LIMITED Dear Members
Your Directors have pleasure in presenting you the 25 th Annual Reporttogether with the audited statement of Accounts of the Company for the financial yearended 31st March 2019.
- FINANCIAL RESULTS:
|P A R T I C U L A R S ||2018-19 ||2017-18 |
|Sales and other income ||222227809 ||222467463 |
|Profit before tax ||13526821 ||5228650 |
|Less: Current tax ||3652242 ||1620881 |
|Less: Deferred Tax (Net) ||3671705 ||- |
|Profit after tax ||6202874 ||3607768 |
2. RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS:
The revenue from operations was decreased during current financial year 2018-19.The revenue generated from operations amounted to Rs. 204714998 in F.Y. 2018-19 ascompared to F.Y. 2017-18 in which revenue generated was amounted to Rs. 222405787/.
Net profit before taxation increased from Rs. 3607769/- in F.Y. 2017-18 to Rs.6202874 in F.Y. 2018-19.
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 Rs. 120000000/-. During the yearunder review there was no change in the Company's issued subscribed and paid-up equityshare capital. On March 31 2019 the paid-up capital stood at Rs. 109650000/- dividedinto 10965000 Equity Shares of Rs. 10/- each. The Board of Directors of the Company intheir meeting held on February 28 2019 considered and approved the sub-division of 1(One) Equity Share of the Company having a face value of Rs. 10/- (Rupees Ten only) eachinto 5 (Five) Equity Shares of face value of Rs. 2/- (Rupees Two only). The Company hasobtained the approval of shareholders of the Company through postal ballot/ e-voting andthe resolutions are deemed to have been passed on April 06 2019. Accordingly theAuthorized Share Capital of the Company is Rs. 120000000 divided into 60000000Equity Shares of Rs. 2 and Issued Subscribed and Paid-up Equity Share Capital is Rs.109650000 divided into 54825000 Equity Shares of Rs. 2 each.
The Board of Directors has not recommended any dividend for the financial year ended onMarch 31 2019. Since the Board has considered it financially prudent in the long-terminterest of the company to re-invest the profits into the business of the company to builda strong reserve base and to grow the business of the company.
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 dividend declared and paid last year.
7. TRANSFER TO RESERVES:
During the current year the company has not transferred any profit into the GeneralReserve of the Company.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:
There have been no material changes and commitments during the current financial yearwhich materially affect the financial position of the Company till the date of thisreport.
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.2018-19. The Company has accepted deposits from (a) itsDirectors which are exempt deposit under Rule 2(1)(c )(viii) of Companies (Acceptance ofDeposits) Rules 2014 and (b) from Companies which are exempt deposits under Rule2(1)(c)(vi) of the Companies (Acceptance of Deposits) Rules 2014.
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 2019 the Board of Directors of the Company is comprised of followingdirectors:
| ||DIRECTORS |
|Shri. Aushim Khetarpal ||Managing Director |
|Mrs. Anita Khetarpal* ||Director |
|Shri. Sunil Arora* ||Non-Executive & Independent Director |
|Shri. Harshad Chimanlal Shah* ||Director |
|Mrs. Mahesh Kumar Verma ||Non-Executive & Independent Director |
|Mr. Anish Vinodchandra Shah ||Non-Executive & Non- Independent Director |
* Mrs. Anita Khetarpal was resigned from the Company w.e.f. June 15 2019;
* Mr. Sunil Arora was resigned from the Company w.e.f. June 11 2019;
* Mr. Harshad Chimanlal Shah was resigned from the Company w.e.f. April 01 2019;
Ms. Rasida Khatun was appointed as additional director w.e.f. June 15 2019;
Mr. Balakrishna Maddur Rama Rao was appointed as additional director w.e.f. June 112019;
14. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER
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 Personneland Senior Management Other Employees of the Company. c. Evaluation of performance of themembers of the Board Key Managerial Personnel. The following directors are the members ofthe Nomination and Remuneration Committee:
|Mr. Mahesh Kumar Verma ||- ||Chairman |
|Mr. Sunil Arora ||- ||Member |
|Mr. Anish Vinodchandra Shah ||- ||Member |
2 meetings of the Nomination and Remuneration Committee were held during the year. Thedates on which the said meetings were h eld: 2 7/08/2018 0 4 /12/2018. The attendancedetails o f the Nomination and Remuneration Committee meetings are as follows:
|NAMES OF DIRECTORS ||DESIGNATION ||NO. OF MEETINGS |
| || ||ATTENDED |
|Mr. Sunil Arora ||Non-Executive & Independent Director ||2 |
|[DIN No. 03517899] || || |
|Mr. Aushim Khetarpal ||Managing Director ||2 |
|[DIN No. 00060319] || || |
|Mr. Mahesh Kumar Verma ||Non-Executive & Independent Director ||2 |
|[DIN No. 07892196] || || |
Nomination & Remuneration Policy is u p loaded o n the website of the Company i.e.at https://www.orienttradelink.in/.
15. KEY MANAGERIAL PERSONNEL:
Ms. Divya Guliani was appointed as Company Secretary of the company w.e.f 27/08/2018and resigned w.e.f 29/03/2019.
Mr. Naval was appointed as Company Secretary of the company w.e.f 26/04/2019.
16. 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. Sunil Arora ||30.09.2010 |
|[DIN No. 03517899] || |
|Mr. Mahesh Kumar Verma ||01.08.2017 |
|[DIN No. 07892196] || |
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.
17. REMUNERATION OF DIRECTORS:
The Company has paid Remuneration to Whole Time Directors of the Company in pursuant toapplicable provisions of the Companies Act 2013 and Rules made thereunder.
18. 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 11/02/2019 performance ofnon-independent directors performance of the Board as a whole and performance of theChairman was evaluated.
19. NUMBER OF MEETINGS OF THE BOARD:
During the year the Board met 9 (Nine) times to deliberate on various matters on29/05/2018 21/07/2018 1 4/08/2018 2 7 /08/2018 1 4/11/2018 0 4 /12/2018 2 1/01/20191 3 /02/2019 & 28/02/2019. The maximum interval between any two meetings did notexceed 120 days.
|S. No ||Name of the Director ||No of board Meetings held during the year ||No. of Meetings attended during the year |
|1 ||Mr. Aushim Khetarpal ||9 ||9 |
|2 ||Mr. Anish Vinodchandra Shah ||9 ||3 |
|3 ||Mr. Mahesh Kumar Verma ||9 ||9 |
|4 ||Ms. Anita Khetarpal ||9 ||9 |
|5 ||Mr. Sunil Arora ||9 ||9 |
20. AUDIT COMMITTEE:
The Board of Directors of the Company has constituted Audit Committee u/s 177 of theCompanies Act 2013 consisting of 3 members Mr. Mahesh Kumar Verma (Non-ExecutiveIndependent Director) Mr. Anish Vinodchandra Shah (Non-Executive Independent Director)& Mr. Sunil Arora (Non-Executive Independent Director). Mr. Mahesh Kumar Verma is theChairman 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. TheBoard has accepted all recommendations of Audit Committee.
21. AUDIT COMMITTEE ATTENDENCE:
The Audit Committee held 4 (Four) meetings during the year ended 31.03.2019. These wereheld on 29/05/2018 14/08/2018 14/11/2018 13/02/2019. 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. Sunil Arora ||Non-Executive Independent Director ||Member Audit Committee ||4 ||4 |
|[DIN No. 03517899] || || || || |
|Mr. Mahesh Kumar Verma ||Non-Executive Independent Director ||Chairman Audit Committee ||4 ||4 |
|[DIN No. 07892196] || || || || |
|Mr. Anish Vinodchandra Shah ||Non-Executive Independent Director ||Member Audit Committee ||4 ||1 |
|[DIN No. 00372544] || || || || |
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. Our company does not have any separate Risk Management Policy asthe unit run by it is small in size and the elements of risk threatening the company'sexistence is almost negligible.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE W ITH RELATED
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). In pursuance of the provisions ofsection 177(9) & (10) of the Companies Act 2013 a vigil mechanism/ whistle blowerpolicy for directors and employees to report genuine concerns has been established andapproved by Board.
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) of the Companies (Appointment and Remuneration ofManagerial 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:
As the Members are aware that M/s. Mittal Nirbhay & Company Chartered Accountantshas resigned and M/s. Harish B Gupta & Co (FRN No. 022464N) were appointed asStatutory Auditors to fill the Casual vacancy till the conclusion of ensuing AnnualGeneral Meeting. M/s. Harish B Gupta & Co (FRN No. 022464N) Statutory Auditors beingeligible offer themselves for re-appointment. The Company has obtained a written consentfrom the Statutory Auditors under Section 139(1) of the Companies Act 2013 to the effectthat their re-appointment if made would be in accordance with the conditions as may beprescribed and they fulfill the criteria laid down in Section 141 of the Companies Act2013. The Board recommend the appointment of M/s. Harish B Gupta & Co (FRN No022464N) Chartered Accountants as Statutory Auditors of the Company to hold office tillconclusion of the Annual General Meeting to be held in the year 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 2018-19.
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 2018-19. The Secretarial Audit's Report for the financial year ended onMarch 31 2019 is annexed herewith marked as Annexure IV to this Report.
29. 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.
30. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS:
There are no significant and material order passed by the regulators or Courts orTribunal's impacting the going concern status of your Company and its operation in future.
31. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK
PLACE (PREVENTION PROHIBITION & REDRESSAL) ACT 2013:
Your Company has a policy and framework for employees to report sexual harassment casesat workplace and the process ensures complete anonymity and confidentiality ofinformation. No complaint of sexual harassment is raised in the financial year 2018-19.
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
As per the requirement of Section 92 the extract of Annual Return is available on thewebsite of the Company i.e. at https://www.orienttradelink.in/.
Your Directors would like to place on record their appreciation for the supportreceived from the Shareholders Central Government State Government Bankers andcustomers for their support and cooperation.
|Date: 04.09.2019 ||For & on behalf of |
|Place: New Delhi ||Orient Tradelink Limited |
| ||Sd/- |
| ||Aushim Khetarpal |
| ||Managing Director |
| ||DIN: 00060319 |