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Oriental Veneer Products Ltd.

BSE: 531859 Sector: Others
NSE: N.A. ISIN Code: INE457G01029
BSE 00:00 | 22 Feb 41.00 0.50
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NSE 05:30 | 01 Jan Oriental Veneer Products Ltd
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VOLUME 9740
52-Week high 72.80
52-Week low 37.00
P/E 20.81
Mkt Cap.(Rs cr) 221
Buy Price 39.10
Buy Qty 500.00
Sell Price 40.85
Sell Qty 10.00
OPEN 40.00
CLOSE 40.50
VOLUME 9740
52-Week high 72.80
52-Week low 37.00
P/E 20.81
Mkt Cap.(Rs cr) 221
Buy Price 39.10
Buy Qty 500.00
Sell Price 40.85
Sell Qty 10.00

Oriental Veneer Products Ltd. (ORIENTALVENEER) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 27th Annual Report on thebusiness and operations of your Company together with the audited financial statements andthe Auditors' Report for the financial year ended March 31 2018.

Particulars

Standalone

Consolidated

2017-18 2016-17* 2017-18 2016-17*
Total Revenue 11984.77 10003.39 13499.89 10573.32
EBIDTA 1952.76 1476.79 2147.23 1753.94
Less: Finance Cost 167.87 176.42 271.49 331.16
Less: Depreciation 94.78 97.85 253.32 254.33
Profit before Tax 1690.11 1202.52 1622.42 1168.45
Tax Expenses 592.60 430.81 457.80 396.08
Net Profit 1097.50 771.71 1164.62 772.37
Other comprehensive income (net of tax) (48.47) (48.47)
Total Comprehensive income ' 723.24 ' 723.90
Basic & Diluted EPS ' 20.36 13.42 21.61 13.43

Operational and Financial Performance Overview

During the Financial year 2017-18 On a standalone basis Revenue from Operationsincreased to Rs. 11769.53 Lakhs as against Rs. 9811.72 Lakhs in the previous yearresulting in a growth of 19.95%. EBIDTA for the year under review was Rs. 1952.76representing a growth of 32.23%. The Profit After Tax for the current year is Rs. 1097.50Lakhs against Rs. 771.71 Lakhs showing a remarkable growth of 42.22%.

On a consolidated basis the group achieved Revenue from Operations of Rs. 13268.61Lakhs as against Rs. 10379.43

Lakhs in the previous year thereby registering a growth of 27.84%. EBIDTA during theyear has shown a growth of 22.42%. The Net Profit After Tax during year under reviewincreased from Rs. 772.37 Lakhs to Rs. 1164.62 Lakhs registering a growth of 50.79%.

The Earnings per share improved from Rs. 13.43 in the previous year 2016-17 to Rs.21.61 in the current year on a consolidated basis.

Dividend

During the year under review your Directors are pleased to recommend final dividend @20% (Rs. 2/- per equity share of Rs. 10/- each) for the approval of shareholders at theensuing Annual General Meeting. If approved the total dividend payout for the year underreview will be 20% amounting to Rs. 129.76 Lakh (including dividend distribution tax).

Share Capital

During the year under review there was no change in equity share capital of theCompany. Your Company has not issued any equity shares with differential voting rights orsweat equity shares. Further your Company does not have any Employee Stock Option Schemeor Employee Stock Purchase Scheme.

Adoption of Indian Accounting Standards

In accordance with the notification issued by the Ministry of Corporate Affairs (MCA)your Company is required to prepare financial statements under Indian Accounting Standards(Ind AS) prescribed under section 133 of the Companies Act 2013 read with rule 3 of theCompanies (Indian Accounting Standards Rules 2015) and Companies (Indian AccountingStandards) Amendment Rules 2016 with effect from April 01 2017. Ind AS has replaced theexisting Indian GAAP prescribed under Section 133 of the Companies Act 2013 read withrule 7 of Companies (Accounts) Rules 2014.

Accordingly your Company has adopted Indian Accounting Standard ("Ind AS")with effect from April 01 2017 with the transition date of April 01 2016 and theFinancial Statements for the year ended March 31 2018 have been prepared in accordancewith Ind AS. The financial statements for the year ended March 31 2017 have been restatedto comply with Ind AS to make them comparable.

The MCA notification also mandates that Ind AS shall be applicable to Indian SubsidiaryCompanies Joint Venture or Associates of the Company. Hence your Company and its IndianSubsidiaries have prepared and reported financial statements under Ind AS w.e.f. April 012017 including restatement of the opening balance sheet as at April 01 2016.

The effect of the transition from IGAAP to Ind AS has been explained by way ofreconciliation in the Standalone and Consolidated Financial Statements.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance withIndian Accounting Standards notified under the Companies (Indian Accounting Standards)Rules 2015 and forms part of this Annual Report.

A copy of the Audited Financial Statements of the Subsidiaries shall be made availablefor inspection at the Registered Office of the Company during business hours on anyworking day upto the Annual General Meeting. Any shareholder interested in obtaining acopy of separate Financial Statements of the subsidiaries shall make specific request inwriting to the Company Secretary. The Audited Financial Statements of the subsidiaries arealso available on the website of the Company at www.ovpl.co.in.

Subsidiaries

As on March 31 2018 the Company has 1 Wholly Owned subsidiary namely Oriental FoundryPrivate Limited. The Company does not have any Associate Company pursuant to theprovisions of the Companies Act 2013.

As on March 31 2018 turnover stood at Rs. 1657.48 Lakhs and the Company incurred aprofit of Rs. 67.11 Lakhs.

Pursuant to the provisions of Section 129 (3) of the Companies Act 2013 and Rules 5and 8(1) of the Companies (Accounts) Rules 2014 the salient features of financialposition of subsidary is given in Form AOC-1 set out as "Annexure 1" to thisReport.

The Company has framed a policy for determining material subsidiaries which can beaccessed at http://www.ovpl.co .in/companvdetails/Policv%20of%20Materi al%20Subsidiaries.pdf.

Directors and Key Managerial Personnel

At the Annual General Meeting of the Company held on September 27 2017 Mr. Saleh N.Mithiborwala Executive Chairman and Chief Financial Officer and Mr. Karim N.Mithiborwala Managing Director were re-appointed for a period of five years w.e.f.January 01 2018. Mr. Vali N. Mithiborwala Executive Director was appointed for a periodof five years w.e.f. August 18 2018.

Pursuant to the provisions of Section 152 of Companies Act 2013 Mr. Vali Mithiborwala(DIN: 00171255) Executive Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for the re-appointment. TheBoard recommends his re-appointment for consideration of the members at the ensuing AnnualGeneral Meeting. Members are requested to refer the Notice of the ensuing Annual GeneralMeeting for brief profile and other related information of Mr. Vali Mithiborwala Directorretiring by rotation.

All the Independent Directors of the Company have given declarations that they meet thecriteria of independence as prescribed under Section 149 (6) of the Companies Act 2013and Regulation 16 (1) (b) of the Listing Regulations.

In terms of Section 203 of the Companies Act 2013 as on March 31 2018 Mr. Saleh NMithiborwala Chief Financial Officer Mr. Karim N Mithiborwala Managing Director Mr.Vali N. Mithiborwala Executive Director and Ms. Priya Bhagat Company Secretary are KeyManagerial Personnel (KMP) of the Company.

Number of Board Meetings

During the year under review Six (6) Board Meetings were held viz on May 26 2017August 18 2017 September 14 2017 December 14 2017 January 24 2018 and March 202018. The maximum interval between any two Board meetings did not exceed 120 days.

Company's Policy on Appointment and Remuneration of Directors

Your Company has adopted Nomination and Remuneration Policy for the appointment andremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The

Nomination and Remuneration Policy is given in the Corporate Governance Report.

Annual Evaluation of Board Performance and its Committee and Directors

Criteria of performance evaluation of the Board of Directors including IndependentDirectors are laid down by the Nomination and Remuneration Committee of the Company.Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard has carried out performance evaluation of its own evaluation of working of thecommittees and performance of all Directors based on the parameters specified in theCorporate Governance Report. A structured questionnaire containing the parameters ofperformance evaluation was circulated to all the Directors. A separate meeting ofIndependent Directors of the Company was held on August 18 2017 in which IndependentDirectors inter-alia reviewed performance of Executive Chairman and other Non-IndependentDirectors. The Board expressed their satisfaction with the evaluation process.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act 2013 yourDirectors to the best of their knowledge and belief and according to the information andexplanations obtained by them state and confirm that:

1. in the preparation of the annual financial statements for the year ended March 312018 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

2. such accounting policies as mentioned in the notes to the Financial Statements forthe year ended March 31 2018 have been selected and applied consistently and judgmentsand estimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2018 and of the profit of theCompany for the year ended on that date;

3. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

4. the annual financial statements for the year ended March 31 2018 have been preparedon a going concern basis;

5. internal financial controls to be followed by the Company have been laid down andthat the said financial controls were adequate and were operating effectively;

6. Proper systems to ensure compliance with the provisions of all applicable laws havebeen devised and such systems were adequate and operating effectively.

Corporate Social Responsibility (CSR)

Your Company recognizes the vital role played by society at large in its growth anddevelopment and strives to discharge its social responsibility as a corporate citizen.

Pursuant to the provisions of Section 135 of the Companies Act 2013 CSR is applicableto the Company from the financial year 2017-18 and the Board has constituted a CSRCommittee headed by Mr. Saleh Mithiborwala as the Chairperson of the Committee. Mr. KarimMithiborwala and Mr. Mustufa Pardawala are members of the CSR Committee.

The required disclosure as per Rule 9 of Companies (Corporate Social ResponsibilityPolicy) Rules 2014 is set out as "Annexure 2" to this Report.

Your Company has adopted a Corporate Social Responsibility (CSR) policy in compliancewith the provisions of the Act and is available on web-link http://www.ovpl.co.in/companydetails/Corporate%20Social%20Responsibility%20Poli cy.pdf.

Audit Committee

As on March 31 2018 the Audit Committee comprises of Mr. Mustafa Pardawala asChairman Mrs. Deepa Raut and Mr. Suresh Mane and Mr. Saleh Mithiborwala. More detailsabout the Audit Committee are given in Corporate Governance Report. All therecommendations made by the Audit Committee were accepted by the Board.

Statutory Auditors

At the Annual General Meeting of the Company held on September 27 2017 M/s. Amar NathSharma 8t Co. Chartered Accountants were appointed as Statutory Auditors of the Companyfor a period of 5 years to hold office from the conclusion of the 26th AnnualGeneral Meeting till the conclusion of the 31st Annual General Meeting of theCompany subject to ratification by the members at each Annual General Meeting.

The Companies (Audit and Auditors) Second Amendment Rules 2018 dated May 7 2018 haveomitted the requirement of ratification of the Auditors and hence the same shall not besubject to the member's approval henceforth. M/s. Amar Nath Sharma 8t Co. shall holdoffice from the conclusion of the 27th Annual General Meeting till theconclusion of the 31st Annual General Meeting of the Company.

M/s. Amar Nath Sharma & Co. have confirmed their eligibility and qualificationrequired under section 139 141 and other applicable provisions of the Companies Act 2013and Rules issued thereunder (including any statutory modification(s) or re-enactment(s)thereof for the time being in force.)

Auditors' Report

The Auditors' Report on standalone and consolidated financial statements forms part ofthe Annual Report. The Auditors' Report does not contain any qualifications reservationsadverse remarks disclaimer or emphasis of matter. Notes to the Financial Statements areself-explanatory and do not call for any further comments.

The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso of Section 143 (12) of the Companies Act 2013 (including any statutorymodification(s) or reenactment for the time being in force).

Internal Audit

M/s. Vinod Agarwal & Co. Chartered Accountants are Internal Auditors of theCompany and their report is reviewed by the Audit Committee from time to time.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with rulesthereunder the Board has appointed Mr. Mohd. Akram Practicing Company Secretary toconduct Secretarial Audit of the Company for the year ended March 31 2018. TheSecretarial Audit Report issued by them in Form No. MR-3 set out as "Annexure 3"to this Report. The Secretarial Audit Report does not contain any qualificationsreservations or adverse remark.

Segment

The Company operates only in a single segment i.e. Indian Railway Products Segment.

Public Deposits

During the year under review your Company has not accepted any deposits from publicunder Chapter V of the Companies Act 2013.

Corporate Governance Report

As per Regulation 34(3) read with Schedule V of the Listing Regulations your Companyhas complied with the requirements of corporate governance. A Corporate Governance Reportalong with Statutory Auditors' Certificate confirming its compliance for the year endedMarch 31 2018 is provided separately and forms integral part of this Annual Report.

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 31 2018 is providedin a separate section forming integral part of this Annual Report.

Extract of Annual Return

Pursuant to the provisions of Section 92 (3) of the Companies Act 2013 extract of theAnnual Return as on March 31 2018 in Form MGT-9 is annexed as "Annexure 4" tothis Report.

Related Party Transactions

Related Party Transactions entered during FY 2017-18 were on an arm's length basis andin the ordinary course of business and were in compliance with the applicable provisionsof the Companies Act 2013 and the Listing Regulations. No related party transaction wasin conflict with the interest of the Company. As prescribed by Section 134(3)(h) of theCompanies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules 2014 particulars ofcontracts/ arrangements with Related Parties are given in Form AOC-2 set out as"Annexure 5" to this Report.

The prior omnibus approval of Audit Committee is obtained for all Related PartyTransactions. A statement of all Related Party Transactions is reviewed by the AuditCommittee on a quarterly basis. Your Company has adopted a policy on Related PartyTransactions. The policy as approved by the Board has been uploaded on the Company'swebsite and can be accessed at http://www.ovpl.co.in/companydetails/Related%20Party%20transaction%20Policy.pdf.

Particulars of Loans Given Investments Made Guarantees Securities under Section 186of the Companies Act 2013

Since the Company is in the business of providing Infrastructural facilitiesprovisions of Section 186 except subsection 1 of the Companies Act 2013 is not applicableto the company.

Notes to the Financial Statements contain details of investment made by the Company.

Risk Management

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.

Vigil Mechanism / Whistle Blower Policy

The Whistleblower Policy has been approved and adopted by the Board of Directors of theCompany in compliance with the provisions of Section 177 (10) of the Companies Act 2013and Regulation 22 of the Listing Regulations.

Your Company has established a vigil mechanism for the Directors and employees of theCompany to report concerns about unethical behavior actual or suspected incidents offraud or violation of Code of Conduct. The details of Vigil Mechanism/ Whistle BlowerPolicy are provided in the Corporate Governance Report.

Policy on Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace

In order to prevent sexual harassment of women at workplace your Company has adopted apolicy for prevention of Sexual Harassment of Women at workplace and has set up anInternal Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 to look into complaints relating to sexual harassmentat workplace of any woman employee.

During the year under review no complaints pertaining to sexual harassment werereceived and no complaint was pending as on March 31 2018.

Conservation of Energy Technology Absorption & Foreign Exchange Earning &Outgo

Information on Conservation of Energy Technology Absorption Foreign Exchange Earningsand Outgo required under Section 134(3) (m) of the Companies Act 2013 read with rulesthereunder is given in "Annexure 6" forming part of this Report.

Particulars of Employees and Related Disclosures

The information required pursuant to Section 197 (12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 regarding remuneration of Directors Key Managerial Personnel and otherrelated disclosure is given as "Annexure 7" to this Report.

Information required under Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 viz. Details of top ten employees of theCompany in terms of remuneration drawn during 2017-18 and particulars of employees drawingremuneration in excess of the limits specified in Rule 5(2) of said rules is provided inAnnexure forming part of this report. As per the provisions of Section 136 of theCompanies Act 2013 the Annual Report and Accounts are being sent to the members of theCompany excluding the said Annexure. Any member interested in obtaining a copy of saidAnnexure may write to the Company Secretary at the Registered Office of the Company. Thesaid annexure will be available for inspection by the members at the Registered Office ofthe Company twenty one days before and upto the date of ensuing Annual General Meetingduring the business hours on working day.

Internal Financial Controls with respect to the Financial Statements

The Company maintains adequate internal control system and procedures commensurate withits size and nature of operations. The internal control systems are designed to provide areasonable assurance over reliability in financial reporting ensure appropriateauthorisation of transactions safeguarding the assets of the Company and prevent misuse/losses and legal compliances.

The internal control system includes a well-defined delegation of authority and acomprehensive Management Information System coupled with quarterly reviews of operationaland financial performance a well-structured budgeting process with regular monitoring ofexpenses and Internal audit. The Internal Audit reports are periodically reviewed by themanagement and the Audit Committee and necessary improvements are undertaken if required.

Significant or Material Orders passed by the Regulators/Courts

During the year under review no significant or material orders were passed by theRegulators or Courts or Tribunals which impact the going concern status and Company'soperations in future.

Material Changes and Commitments affecting the Financial Position of the Company

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year 2017-18 and the date ofthis report.

General

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under reviewor said items are not applicable to the Company:

1. Issue of equity shares with differential rights as to dividend voting or otherwiseor issue of sweat equity share.

2. Details of payment of remuneration or commission to Managing Director of the Companyfrom any of its subsidiaries as the Company as no such payment were made.

B. Voting rights which are not directly exercised by the employees in respect of sharesfor the subscription /purchase of which loan was given by the Company (as there is noscheme pursuant to which such persons can beneficially hold shares as envisaged undersection 67(3)(c) of the Companies Act 2013).

Acknowledgements

Your Directors wish to place on record their appreciation for dedicated service andcontribution made by the employees of the Company at all levels.

Your Directors would also like to place on record their appreciation for the continuedco-operation and support received by the Company during the year from its customerssuppliers investors bankers financial institutions business partners and otherstakeholders.

On behalf of the Board of Directors

SALEH MITHIBORWALA

Chairman and Chief Financial Officer DIN:00171171

Date: July 11 2018 Place: Mumbai