Your Directors have pleasure in presenting the 30th Annua Report on thebusiness and operations of the Company and the Audited Financial Statement for thefinancial year ended March 312021.
(Rs. in Lakhs)
|Particulars ||Standalone ||Consolidated |
| ||FY 2021 ||FY2020 ||FY2021 ||FY 2020 |
|Revenue from operations ||9590.52 ||17082.21 ||22016.94 ||26667.19 |
|Other Income ||204.00 ||223.61 ||216.72 ||248.65 |
|Total Revenue ||9794.53 ||17305.82 ||22233.66 ||26915.84 |
|Profit/(Loss)before Finance cost Depreciation and Tax ||1773.29 ||3012.12 ||3363.51 ||4606.48 |
|Less: Finance Costs ||216.15 ||385.44 ||819.66 ||994.86 |
|Less: Depreciation ||116.12 ||100.23 ||535.00 ||417.10 |
|Profit before Tax ||1441.02 ||2526.45 ||2008.85 ||3194.52 |
|Less: Tax Expenses ||370.57 ||647.14 ||466.67 ||761.21 |
|Net Profit ||1070.45 ||1879.30 ||1542.18 ||2433.31 |
|Othercomprehensive income (net of tax) ||- ||- ||- ||- |
|Total Comprehensive income ||1070.45 ||1879.30 ||1542.18 ||2433.31 |
|Basic & Diluted EPS (inf) ||1.99 ||3.49 ||2.86 ||4.51 |
The Company's Standalone revenue from operations for FY 2020-21 was Rs.9590.52 Lakhscompared to Rs.17082.21 Lakhs in the previous year. The Company's profit beforeexceptional items and tax on a standalone basis was Rs.1441.02 Lakhs during the yearcompared to Rs.2526.45 Lakhs in the previous year. The Company earned a net profit ofRs.1070.45 Lakhs during the year compared to Rs.1879.30 in the previous year.
The Company's Consolidated revenue from operations for Financial FY 2020-21 wasRs.22016.94 Lakhs compared to Rs.26667.19 Lakhs in the previous year. The Company'sprofit before exceptional items and tax on a consolidated basis was Rs.2008.85 Lakhsduring the year compared to Rs.3194.52 Lakhs in the previous year. The Company earned anet profit of Rs.1542.18 Lakhs during the year compared to Rs.2433.31 in the previousyear.
Continuing the past trend of declaring dividend your Directors are pleased torecommend a Final Dividend of Rs.0.20 (Rupees Twenty paise only) i.e. @ 20% per equityshare of the face value of Rs. 1 each for the financial year ended March 312021 subjectto the approval of members of the Company at the ensuing Annual General Meeting.
The paid-up Equity Share Capital as on March 31 2021 was Rs.539.03 Lakhs. During theyear under review the Company has not issued any shares. The Company has not issuedshares with differential voting rights. It has neither issued employee stock options norsweat equity shares and does not have any scheme to fund its employees to purchase theshares of the Company.
DEALING WITH THE COVID-19 PANDEMIC
In the month of March 2020 the outbreak of Novel Coronavirus (COVID-19) pandemicdeveloped rapidly into a global crisis. This ed to declaration of the lockdowns by thegovernments in the countries all over the world. Your Company immediately shifted itsfocus on ensuring the health safety and well-being of all employees. The manufacturingplants of the Company were temporarily closed from March 23 2020 to contain the spreadof COVID-19 as per Central/State Government directions. The partial manufacturingoperations were resumed later on with imited workforce subject to the conditionsprescribed by the Government/Local Authorities. Although there are uncertainties due tothe pandemic healthy capital adequacy stable liquidity position good customer basewider geographical distribution and innovative product mix will help your Company tonavigate through the challenges in future. The impact of COVID-19 is discussed in theManagement Discussion and Analysis forming part of this Annual Report.
CHANGE OF NAME OF THE COMPANY
During the year under review the name of the Company has been changed from"Oriental Veneer Products Limited" to "Oriental Rail InfrastructureLimited" and a fresh Certificate of ncorporation was issued by Ministry of CorporateAffairs on March 022021.
TRANSFER TO RESERVE
An amount of Rs. 962.65 Lakh has been transferred to General Reserve in respect ofFinancial Year under review.
SUBSIDIARY COMPANIES AND FINANCIAL DETAILS
Oriental Foundry Private Limited
As on March 312021 the Company had 1 Wholly Owned subsidiary namely Oriental FoundryPrivate Limited ('0FPL').
The OFPL revenue from operations for FY 2020-21 was Rs.12743.25 Lakhs compared toRs.10062.21 Lakhs in the previous year. The Company's profit before exceptional items andtax was Rs.567.83 Lakhs during the year compared to Rs.668.07 Lakhs in the previous year.The Company earned a net profit of Rs.471.73 Lakhs during the year compared to Rs.554.00in the previous year.
The Consolidated Financial Statements of the Company and its subsidiary prepared inaccordance with Indian Accounting Standards notified under the Companies (IndianAccounting Standards) Rules 2015 ('Ind AS') form part of the Annual Report and arereflected in the Consolidated Financial Statements of the Company.
Pursuant to the provisions of Section 129 (3) of the Companies Act 2013 ('the Act')and Rules 5 and 8(1) of the Companies (Accounts) Rules 2014 the salient features of thefinancia position of subsidiary is given in Form AOC-1 set out as'Annexure G'tothisReport.
During the year under review no Company has become or ceased to be a subsidiary of theCompany. The Company does not have any associate or joint venture companies.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from the public and as such no amount ofprincipal or interest was outstanding as on the balance sheet date.
STATUTORY AUDITORS AND AUDITORS' REPORT
The Auditors Report does not contain any qualification reservation or adverse remarkon the financial statements for the year ended March 312021. The Notes on financialstatements referred to in the Auditors' Report are self-explanatory and do not call forany further comments.
In accordance with Section 139 of the Act M/s. Amarnath Sharma & Co. CharteredAccountants (Firm Registration Number 100300W) were appointed by the shareholders of theCompany at the Annual General Meeting held on September 27 2017 as Statutory Auditorsfor a period of 5 years to hold office until the conclusion of the 31st AnnualGeneral Meeting of the Company.
M/s. Amarnath Sharma & Co. has furnished a certificate of their eligibility andconsent under Sections 139(1) and 141 of the Act and the Rules framed thereunder for theircontinuance as Statutory Auditors of the Company for the FY 2021-21.
M/s. Tadhani & Co. Cost Accountants (Firm Registration No. 101837) have been dulyre-appointed as Cost Auditors for conducting Cost Audit in respect of productsmanufactured by the Company which are covered under the Cost Audit Rules for the financialyear ending March 31 2021. As required by Section 148 of the Act necessary resolutionhas been included in the Notice convening the Annual General Meeting seeking ratificationby Members to the remuneration proposed to be paid to the Cost Auditors for the financialyear ending March 31 2022.
The Company is required to maintain cost records as specified by the Central Governmentunder Section 148(1) of the Act and accordingly such accounts and records are made andmaintained by the Company in the prescribed manner.
The Board of Directors of the Company has appointed Shiv Hari Jalan Practicing CompanySecretary (Certificate of Practice No. 4226) as the Secretarial Auditor to conduct anaudit of the secretarial records for the FY 2020-21.
The Secretarial Audit Report for the financial year ended March 31 2021 underCompanies Act 2013 (including any statutory modification(s) or re-enactment(s) thereoffor the time being in force) is set out in the Annexure B' to this report.
The Secretarial Compliance Report for the financial year ended March 31 2021 inrelation to compliance of all applicable SEBI Regulations/circulars/ guidelines issuedthereunder pursuant to requirement of Regulation 24A of Securities and Exchange Board ofIndia (Listing Obligationsand Disclosure Requirements) Regulations 2015 ('ListingRegulations') has been filled with the stock exchange within stipulated time period.
As perthe requirements of the Listing Regulations the material subsidiary of theCompany viz. Oriental Foundry Private Limited have undertaken secretarial audit for thefinancial year 2020-21 and is also annexed as'Annexure C'to this report.
Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts)Rules 2014 on the recommendation of the Audit Committee M/s. Vinod Agarwal & Co.Chartered Accountants were appointed by the Board of Directors to conduct internal auditreviews for the Company.
CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a Corporate Social Responsibility (CSR) Committee and hasframed a CSR Policy. The brief details of CSR Committee are provided in the CorporateGovernance Report. The Annual Report on CSR activities is annexed to this Report as'Annexure A'. The CSR policy is available on the website of the Company atwww.orientalrail.com/policies-code- and-compliances.php
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars regarding Conservation of energy technology absorption and foreignexchange earnings and outgo are given as Annexure E'to this Report.
TRANSFER OF UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Sections 124 125 and other applicable provisions ifany of the Act read with the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 (hereinafter referred to as 'IEPFRules') the amount of dividend remaining unpaid/ unclaimed for a period of seven yearsfrom the date of transfer to the unpaid dividend account is required to be transferred tothe Investor Education and Protection Fund ('the I EPF').
The following table provides the due dates for the transfer of outstanding unpaid/unclaimed dividend by the Company to IEPF:
|Year of. declaration of Dividend ||Date of declaration of Dividend ||Due Date to transfer to IEPF Account |
|1. 2016-17 ||September 27 2017 ||October 27 2024 |
|2. 2017-18 ||August 232018 ||September 232025 |
|3. 2018-19 ||September 192019 ||October 19 2026 |
|4. 2019-20 ||September 24 2021 ||October 24 2027 |
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 theAnnual Return as on March 31 2C21 is available on the Company's website atwww.orientalrail.com/annual-reports.php
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the Listing Regulations Management Discussion andAnalysis containing information inter-alia on industry trends your company's performancefuture outlook opportunities and threats for the year ended March 312021 is provided ina separate section forming integral part of this Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Companies Act 2013 (hereinafter referred as"the Act") and Articles of Association of the Company Mr. Karim N.Mithiborwala Director retire by rotation at the ensuing AGM and being eligible offerhimself for re-appointment. The brief resumes and other disclosures relating to theDirector who is proposed to be re-appointed as required to be disclosed pursuant toRegulation 36 of the Listing Regulations and Clause 1.2.5 of the Secretarial Standard 2are given in the Annexure to the Notice of the 30th AGM.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with criteria of independence as prescribed under subsection (6)of Section 149 of the Act and under Regulation IBI(lXb) & 25(8) of the ListingRegulations.
In the opinion of the Board of Directors of the Company all ndependent Directorspossess high integrity expertise and experience to discharge the duties andresponsibilities as Directors of the Company.
The Company recognises and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage.
NOMINATION AND REMUNERATION POLICIES
The Board of Directors has approved a Policy which lays down a framework for selectionand appointment of Directors and Senior Management and for determining qualificationspositive attributes and independence of Directors.
Details of the Nomination and Remuneration Policy is hosted on the website of theCompany at www.orientalrail.com/policies- code-and-compliances.php
Evaluation of performance of all Directors is undertaken annually. The Company hasimplemented a system of evaluating performance of the Board of Directors and of itsCommittees and the Non-Executive Directors on the basis of a structured questionnairewhich comprises evaluation criteria taking into consideration various performance relatedaspects. The performance of the Executive Directors is evaluated on the basis ofachievement of their Key Result Areas.
The Board of Directors has expressed its satisfaction with the evaluation process.
PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attachedas Annexure F'.
The information required under Rule 5(2) and (3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in the Annexure forming partof the Report. In terms of the first proviso to Section 136 of the Act the Report andAccounts are being sent to the Members excluding the aforesaid Annexure. Any Membersinterested in obtaining the same may write to the Company Secretary at the registeredoffice of the Company. None of the employees listed in the said Annexure is related to anyDirector of the Company.
Your Company has adopted Risk Management system for risk identification assessment andmitigation. Major risks identified by the Company are systematically addressed throughmitigating actions on a continuous basis.
Some of the risks that the Company is exposed to are financial risks commodity pricerisk regulatory risks and economy risks. The Internal Audit Report and Risk ManagementFramework is reviewed by the Audit Committee.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year 9 (Nine) Board Meetings were convened and held details of which aregiven in the Report on Corporate Governance forming part of the Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
The Company has established a Vigil Mechanism which includes a Whistle Blower Policyfor its Directors and Employees to provide a framework to facilitate responsible andsecure reporting of concerns of unethica behavior actual orsuspected fraud or violationof the Company's Code of Conduct & Ethics. The details of establishment of VigilMechanism/ Whistle Blower Policy are posted on the website of the Company and the weblinkto the same is www.orientalrail.com/Dolicies-code- and-complianoes.php
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Since the Company is in the business of providing Infrastructural facilitiesprovisions of Section 186 except sub-section 1 of the Act ('the Act') is not applicable tothe company.
Details of loans guaranteesand investments covered underthe provisions of Section 186of the Act are given in the notes to the financial statements.
RELATED PARTY TRANSACTIONS
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 Act and the Listing Regulations.
During the year under review your Company has entered into transactions with relatedparty which are material as per Regulation 23 of the SEBI Listing Regulations and thedetails of the said transactions are provided in the Annexure to Notice of the AnnualGeneral Meeting.
The disclosure of Related Party Transactions as required under Section 134(3Xh) readwith Rule 8(2) of the Companies (Accounts) Rules 2014 of the Act in Form AOC-2 is give inAnnexure H'
All Related Party Transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained forthe transactions which areplanned/ repetitive in nature and omnibus approvals are taken as per the policy laid downfor unforeseen transactions. Related Party Transactions entered into pursuant to omnibusapproval so granted are placed before the Audit Committee for its review on a quarterlybasis specifying the nature value and terms and conditions of the transactions.
The Company has formulated a policy for dealing with related party transactions whichis also available on website of the Company at www.orientalrail.com/Dolicies-code-and-compliances.DhD
CORPORATE GOVERNANCE CERTIFICATE
The requisite Certificate from M/s. Shiv Hari Jalan & Co. Practicing CompanySecretary confirming compliance with the conditions of Corporate Governance as stipulatedunder the Listing Regulations is annexed hereto 'Annexure D' to this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company complies with applicable secretarial standards.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and systems of compliance whichare established and maintained by the Company audits conducted by the Internal Statutoryand Secretarial Auditors including audit of internal financial controls over financialreporting by the Statutory Auditors and reviews by the Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during FY 2020-21.
Accordingly pursuant to Section 134(3)(c) and 134(5) of the Act the Directors confirmto the best of their knowledge and ability that:
(a) in the preparation of the annual financial statements for the year ended March 312021 the applicable accounting standards have been followed with no material departures;
(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 as at March 312021 and of the loss ofthe Company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual financial statements on a going concernbasis;
(e) the Directors have laid down internal financial controls to be followed by theCompany and that such interna financial controls are adequate and operating effectively;and
(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has always believed in providing a safe and harassment free workplace forevery individual working in Company's premises through various interventions andpractices. The Company always endeavors to create and provide an environment that is freefrom discrimination and harassment including sexual harassment.
The Company has in place a robust policy on prevention of sexua harassment at workplacewhich is in line with the requirements of the Sexual Harassment of Women at Workplace(Prevention. Prohibition and Redressal) Act 2013. Internal Complaints Committee ('ICC')has been set up to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this Policy. ICC has itspresence at corporate office as well as at site locations.
The Policy is gender neutral. During the year under review Company have not receivedany complaints as per The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.
The Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions related to these items during the year underreview:
1. Details relating to issue of sweat equity shares and shares with differentialrightsas to dividend voting or otherwise since there was no such issue of shares;
2. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
3. During the year under review none of the Auditors of the Company have reported anyfraud as specified under Section 143(12) of the Act.
We take this opportunity to thank the employees for their dedicated service andcontribution to the Company.
We also thank our banks business associates shareholders and other stakeholders fortheir continued support to the Company.
| ||On behalf of the Board of Directors |
| ||Saleh N. Mithiborwala |
|Date: August 05 2021 ||Chairman and Chief Financial Officer |
|Place: Mumbai ||DIN: 00171171 |