To the Members
The Directors have pleasure in presenting before you the 24th Annual Reportof the Company together with the Audited Statements of Accounts for the year ended 31stMarch 2020.
FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS:
The performance during the period ended 31st March 2020 has been as under
(Rs. In Lakhs)
|Particulars ||Year ending 31st March 2020 ||Year ending 31st March 2019 |
|Net Income ||7616.43 ||7514.77 |
|EBIDTA ||846.97 ||547.48 |
|Less: Interest ||452.97 ||160.21 |
|Less: Depreciation ||146.70 ||147.69 |
|Profit/Loss before Tax ||247.30 ||156.54 |
|Tax expenses ||42.32 ||78.79 |
|Profit/Loss After Tax ||204.99 ||80.78 |
|Profit/Loss Available for Appropriation ||208.42 ||82.13 |
|Appropriations || || |
|- General Reserves ||0.00 ||0.00 |
|Balance Carried Forward to Balance Sheet ||208.42 ||82.13 |
Oriental's marble processing facilities are based at Greater Noida near Delhi inNational Capital Region Gumidipoondi near Chennai and Singur near Kolkata in WestBengal. All the three facilities are fully integrated processing facilities equipped withstate-of-the-art machineries namely Gangsaws automatic Resin Lines with robotic feedsimported from SEI Italy one of the pioneers and leaders in manufacturing machineries forthe marble industry imported automatic Line Polishers and imported Grinding Machines.Thus ensuring that the marble processed by Oriental Trimex is similar to the quality ofmarble processed in Europe and elsewhere.
Marble supplied by Oriental is preferred by well known architects major corporate inthe building and construction industry hotels hospitals shopping malls commercialretail and residential projects. Oriental has procured processed and supplied marble tothe major developers contractors hotels and institutional buyers in the Northern regionincluding the Delhi NCR Southern Region including Bangalore and Chennai and the EasternRegion including Kolkata.
Company is presently operating with its own Sales and Marketing Outlets includingfactories at Greater Noida Chennai and Kolkata for meeting growing demand of ImportedMarble. Company is the only processor and supplier of Imported Marble having a PAN IndiaPresence.
Company has its own team of qualified and experienced Marketing staff at all itslocations headed and controlled by your Managing Director.
Business performance of the company is directly related with real-estate sector &infrastructure which has started reviving now. Despite this the revenue of the companyincreased by 2.96% in comparison to previous year. The profit of the company before tax isRs. 247.30 Lacs (last year Rs. 156.54 lacs).
CHANGE IN THE NATURE OF BUSINESS
There is no Change in the nature of the business of the Company during the year underreview.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT;
There is no such material change and commitment.
In view of conservation of financial resources of the Company your Directors do notrecommend any dividend for the financial year under review. TRANSFER TO RESERVE
The Board does not recommend to transfer any amount to the reserve. SHARE CAPITAL
During the year under review your there are no change in share capital of the Company.
The Board of Directors duly met six times during the year on 03.04.2019 22.04.201930.05.2019 14.08.2019 14.11.2019 and 12.02.2020 in respect of which meetings propernotices were given and the proceedings were properly recorded and signed in the MinutesBook maintained for the purpose. DIRECTOR AND KEY MANAGERIAL PERSONNEL
Mr. Aditya Gupta was appointed as Non-executive Independent Director on the Board ofthe Company w.e.f. 30.05.2019.
Mr. Nitin Dubey appointed as Company Secretary & Compliance and resigned as CompanySecretary & Compliance Officer of the Company w.e.f close of the business hours of 15thNovember 2019.
Mrs. Savita Punia Director DIN: 00010311 retired by rotation and offered herself forre-appointment at the ensuing Annual General Meeting. DECLARATION FROM INDEPENDENTDIRECTORS ON ANNUAL BASIS The Company has received a declaration from Mr. Vivek Seth Mr.Jitendra Surendra Gupta and Mr. Aditya Gupta Independent directors of the company to theeffect that they are meeting the criteria of independence as provided in Sub-section (6)of Section 149 of the Companies Act 2013.
VIGIL MECHANISM AND COMPOSITION OF AUDIT COMMITTEE Vigil Mechanism Policy has beenestablished by the Company for directors and employees to report genuine concerns pursuantto the provisions of section 177(9) & (10) of the Companies Act 2013. The AuditCommittee is comprised of following members.
|Name of Director ||Designation ||Nature of Directorship |
|Mr. Jitendra Surendra Gupta ||Chairman ||Non-Executive Independent |
|Mr. Vivek Seth ||Member ||Non-Executive Independent |
|Mr. Rajesh Punia ||Member ||Managing Director |
DIRECTOR'S RESPONSIBILITY STATEMENT
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) The Directors had 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 had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a going concern basis; and
(e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects. SUBSIDIARIES JOINT VENTURESASSOCIATES COMPANY The Company has not any Subsidiaries Associates or Joint VenturesANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure-I.
M/s. S. Agarwal & Co Chartered Accountants (Firm Registration No. 000808N) wereappointed as Independent Auditors of the Company in the AGM held on 28thSeptember 2019 to hold office from 15th November 2019 to the date of ensuingAGM.
The Board based on recommendation of the Audit Committee recommended the appointmentof M/s S. Agarwal & Co. Chartered Accountants (Firm Regn. No. 000808N) as IndependentAuditors of the Company to hold office from conclusion of 24th AGM tillconclusion of 29th AGM of the Company. Accordingly a resolution seekingMembers' approval for the appointment of the Independent Auditors is included in theNotice convening the Annual General Meeting.
The Statutory Auditors M/s. S. Agarwal & Co Chartered Accountants have confirmedthat their appointment if made will be in accordance with Section 139 of the CompaniesAct 2013 and they satisfy the criteria laid down in Section 141 of the Companies Act2013.
The Auditors' Report for Financial Year 2019-20 forms part of the Annual Report anddoes not contain any qualification reservation or adverse remark. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act2013 Secretarial Audit Report as provided by M/s. Deka & Associates (COP14720)Practicing Company Secretaries is annexed to this Report as Annexure-II
MAINTENANCE OF COST RECORDS
Company have maintained the books of accounts pursuant to the rules made by the centralgovernment for the maintenance of cost records under section 148(1) of the Companies Act2013.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND
Information required under section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014 is given in Annexure-III to thisreport.
DETAILS RELATING TO DEPOSITS:
Your Company has not accepted any deposits falling within the meaning of Sec. 73 74& 76 of the Companies Act 2013 read with the Rule 8(v) of Companies (Accounts) Rules2014 during the financial year under review.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS: During the period underreview there were no significant and material orders passed by the regulators or Courts orTribunals impacting the going concern status and the company's operations in future.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has well established procedures for internal control across its variouslocations commensurate with its size and operations. The organization is adequatelystaffed with qualified and experienced personnel for implementing and monitoring theinternal control environment.
The internal audit function is adequately resourced commensurate with the operations ofthe Company and reports to the Audit Committee of the Board. INSURANCE
The properties and assets of your Company are adequately insured. PARTICULARS OF LOANSGUARANTEES OR INVESTMENTS The company has not given loans Guarantees or made anyinvestments during the year under review.
RISK MANAGEMENT POLICY
Your Company follows a comprehensive system of Risk Management. Your Company hasadopted a procedure for assessment and minimization of probable risks. It ensures that allthe risks are timely defined and mitigated in accordance with the well structured riskmanagement process.
CORPORATE SOCIAL RESPONSIBILTY POLICY
Since your Company does not have the net worth of Rs. 500 Crore or more or turnover ofRs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.
RELATED PARTY TRANSACTIONS:
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis.
Pursuant to the provision of the Companies Act 2013 and SEBI (Listing ObligationsDisclosure Requirement) Regulations 2015 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of its various Committees. The manner in which the evaluation has been carriedout is explained in the Corporate Governance Report.
NOMINATION AND REMUNERATION POLICY
The Board of Directors on the recommendation of the Nomination & RemunerationCommittee has approved a policy for selection appointment & remuneration ofDirectors Key Managerial Personnel (KMP) and Senior Management employees of the Company.The said policy is enclosed as a part of this report as Annexure - IV.
REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) AND PARTICULARS OFEMPLOYEES
The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of Directors / Key Managerial Personnel (KMP) and Employees of the Companyis furnished hereunder:
(i) the ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year &
(ii) the percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year.
|Sl. Name No. ||Category ||Ratio/Times per Median of employee remuneration ||% Increase in remuneration |
|1. Mr. Rajesh Punia ||Managing Director ||6.00 ||NIL |
|2. Mrs. Savita Punia ||Whole Time Director ||6.00 ||NIL |
|Mr. BK Lakhanpal ||Non-Executive Director ||- ||NIL |
|3. Mr. Jitendra Surendra Gupta ||Independent Director ||- ||NIL |
|4. Mr. Vivek Seth ||Independent Director ||- ||NIL |
|Mr. Aditya Gupta ||Independent Director ||- ||NIL |
|5. Mr. Om Prakash Sharma ||Chief Financial Officer ||3.96 ||26 |
The Non-Executive Directors are paid only sitting fees for attending meeting of theBoard of Directors and the Committees constituted by the Board.
(iii) The number of permanent employees on the rolls of Company.
(iv) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.
(v) The remuneration paid to the Directors / Key Managerial Personnel (KMP) is inaccordance with the remuneration policy of the Company.
LISTING WITH STOCK EXCHANGES:
The shares of the Company are listed on National Stock Exchange Limited (NSE) andBombay Stock Exchange Limited (BSE). The Company has paid the Annual Listing Fees for theyear 2019-2020 to the Stock Exchange where the Company's Shares are listed.
The Company adheres to the requirements set out by the Securities and Exchange Board ofIndia's Corporate Governance Practices and has implemented all the stipulationsprescribed. As per Schedule-V of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 a separate section of Corporate Governance together with certificate ofStatutory Auditor confirming compliance with the requirements of corporate governance formpart of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 the Management Discussion and Analysis Report is enclosedas a part of this report.
INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY
The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.
PARTICULARS OF EMPLOYEES:
Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company. EMPLOYEE RELATIONS:
Oriental aims at adopting the best practices for accomplishing competitive advantagethrough people and building profits by putting people first. It endeavors to devisestrategies to attract the best talent and to ensure their retention by building trust andencouraging loyalty in them. We believe that to build a sound and growing business in adifficult and complex industry employees are vital to the Company. Their skillsknowledge ideas and enthusiasm drive our business. We have also achieved this by givingthem development and advancement opportunities along-with competitive compensations andbenefits that appropriately reward performance. Pay revisions and other benefits are alsodesigned in such a way to compensate for good performance of the employees of the company.The talent base of your company has steadily increased and your company has created afavorable work environment which encourages innovation and meritocracy. The Company hasalso set up a scalable recruitment and human resource management process which enables usto attract and retain high caliber employees.
CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER SEXUAL HARASSMENT OF WOMEN INWORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT 2013
The Company has not appointed any woman employees from last several years thereforecompany has not constituted Internal Complaints Committee under Sexual Harassment of Womenin Workplace (Prevention Prohibition & Redressal) Act 2013.
ACKNOWLEDGMENTS & APPRECIATIONS
The Board places on record its appreciation for the continued co-operation and supportextended to the Company by the Banks Stock Exchanges NSDLCDSL. The Board wishes toexpress its grateful appreciation for the assistance and co-operation received fromvendors customers banks financial institutions Central and State Government bodiesauditors legal advisors consultants dealers retailers and other business associates.
The Board deeply acknowledges the trust and confidence placed by the consumers of theCompany and above all the shareholders.
The Board of Directors would particularly like to place on record its appreciation forthe dedicated efforts of the employees at all levels.
Four & behalf of the Board of Directors
| ||Sd/= ||Sd/= |
| ||Rajesh Punia ||Savita Punia |
|Place: New Delhi ||Managing Director ||Whole Time Director |
|Date:04.09.2020 ||(DIN No.00010289) ||(DIN No.00010311) |