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Oriental Veneer Products Ltd.

BSE: 531859 Sector: Others
NSE: N.A. ISIN Code: INE457G01029
BSE 00:00 | 14 Aug 41.55 -1.20
(-2.81%)
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44.80

HIGH

44.80

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NSE 05:30 | 01 Jan Oriental Veneer Products Ltd
OPEN 44.80
PREVIOUS CLOSE 42.75
VOLUME 9010
52-Week high 65.00
52-Week low 24.90
P/E 11.91
Mkt Cap.(Rs cr) 224
Buy Price 41.00
Buy Qty 16.00
Sell Price 41.55
Sell Qty 47.00
OPEN 44.80
CLOSE 42.75
VOLUME 9010
52-Week high 65.00
52-Week low 24.90
P/E 11.91
Mkt Cap.(Rs cr) 224
Buy Price 41.00
Buy Qty 16.00
Sell Price 41.55
Sell Qty 47.00

Oriental Veneer Products Ltd. (ORIENTALVENEER) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting their 28th Annual Report on thebusiness and operations of the Company and the Audited Financial Statement for thefinancial year (‘FY') ended March 31 2019.

PERFORMANCE HIGHLIGHTS

( Rs. in Lakhs)
Standalone Consolidated
FY 2019 FY 2018 FY 2019 FY 2018
Revenue from operations 10312.01 11769.53 13924.34 13268.61
Other Income 197.77 215.24 200.76 231.27
Total Revenue 10509.79 11984.77 14125.10 13499.89
Profit/ (Loss) before Finance cost Depreciation and Tax 1668.37 1952.76 2220.63 2147.23
Less: Finance Costs 246.01 167.87 355.44 271.49
Less: Depreciation 101 94.78 270.03 253.32
Profit before Tax 1321.36 1690.11 1595.15 1622.42
Less: Tax Expenses 315.23 592.60 421.38 457.80
Net Profit 1006.13 1097.50 1173.77 1164.62
Other comprehensive income (net of tax) - - - -
Total Comprehensive income 1006.13 1097.50 1173.77 1164.62
Basic & Diluted EPS (in Rs. )1 1.87 2.04 2.18 2.16

Notes:

(1) Pursuant to the approval of Shareholders of the Company through Postal Ballot onOctober 22 2018 each existing Equity Share of the Company having face value of Rs. 10(Rupees Ten only) each has been sub-divided into Rs. 10 (Ten) Equity Shares having facevalue of Rs. 1 (Rupees One only) each fully paid-up w.e.f. November 15 2018 being theRecord Date.

TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of profits for FY2018-19 in the profit and loss account.

DIVIDEND

The Board has recommended dividend of Rs. 0.20 (Rupees Twenty paise only) i.e. @ 20%per equity share of the face value of Rs. 1 each for the financial year ended March 312019. If the dividend as recommended above is declared by the Members at the AnnualGeneral Meeting the total outflow towards dividend on Equity Shares for the year would beRs. 107.806 Lakhs (excluding taxes).

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2019 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.

SUB-DIVISION OF SHARES

During the year under review the Board of Directors at its meeting dated September 172018 approved sub-division of the equity shares of Rs. 10/- each in the Authorised EquityShare Capital of the Company into 10 (Ten) equity shares having a face value of Rs. 1/-each. The Members approved the proposal of sub-division through Postal Ballot on October22 2018. Subsequently the Board of Directors fixed November 15 2018 as the record datefor this purpose. Accordingly the shareholding of the entitled Members in the Company ason the said record date was adjusted in the ratio of 10:1 to give effect of theSub-division.

OPERATIONS REVIEW

Consolidated

The Company's consolidated revenue from operations for Financial FY 2018-19 was Rs.13924.34 Lakhs compared to Rs. 13268.61 Lakhs in the previous year an increase by 4.94% over the previous year. The Company's profit before exceptional items and tax on aconsolidated basis was Rs. 1595.15 Lakhs during the year compared to Rs. 1622.42 Lakhsin the previous year a decrease of 1.68% over the previous year. The Company earned a netprofit of Rs. 1173.77 Lakhs during the year compared to Rs. 1164.62 in the previous yearan increase by 0.79% over the previous year on a consolidated basis.

Standalone

The Company's standalone revenue from operations for FY 2018-19 was Rs. 10312.01Lakhs compared to Rs. 11769.53 Lakhs in the previous year a decrease of 12.38% over theprevious year. The Company earned a net profit of Rs. 1006.13 Lakhs during the yearcompared to Rs. 1097.50 in the previous year a decrease of 8.33% over the previous year.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

Oriental Foundry Private Ltd.

As on March 31 2019 the Company had 1 Wholly Owned subsidiary company namely OrientalFoundry Private Limited.

Net sales of Oriental Foundry Private Ltd. for FY 2018-19 were at Rs. 3860.89 Lakhs.Profit before tax for the year was at Rs. 273.79 Lakhs. Oriental Foundry Private Ltd.reported a net profit of Rs. 167.64 Lakhs for the year. The Consolidated FinancialStatements of the Company and its subsidiary prepared in accordance with IndianAccounting Standards notified under the Companies (Indian Accounting Standards) Rules2015 (‘Ind AS') form part of the Annual Report and are reflected in the ConsolidatedFinancial Statements of the Company. Pursuant to the provisions of Section 129 (3) of theAct and Rules 5 and 8(1) of the Companies (Accounts) Rules 2014 the salient features offinancial position of subsidiary is given in Form AOC-1 set out as ‘Annexure F' tothis Report. During the year under review no Company has become or ceased to be asubsidiary of the Company. The Company does not have any associate or joint venturecompanies.

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 31 2019. 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. Amar Nath Sharma& Co. Chartered Accountants (Firm Registration

Number 100300W) were appointed by the shareholders of the Company at the AnnualGeneral Meeting held on September 27 2017 as Statutory Auditors for a period of 5 yearsto hold office until the conclusion of the 31st Annual General Meeting of theCompany. The Ministry of Corporate Affairs vide its Notification dated May 7 2018 hasdispensed with the requirement of ratification of Auditor's appointment by theshareholders every year. Hence approval of the Members for the ratification of Auditor'sappointment is not being sought at the ensuing Annual General Meeting.

M/s. Amar Nath 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 2019-20.

COST AUDIT

M/s. Tadhani & Co. Cost Accountants (Firm Registration No. 101837) have been dulyappointed as Cost Auditors for conducting Cost Audit in respect of products manufacturedby the Company which are covered under the Cost Audit Rules for the financial year endingMarch 31 2020. They were also the cost auditors for the financial year ended March 312019. As required by Section 148 of the Act necessary resolution has been included in theNotice convening the Annual General Meeting seeking ratification by Members to theremuneration proposed to be paid to the Cost Auditors for the financial year ending March31 2020.

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.

SECRETARIAL AUDITOR

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 financial year 2019 - 20. The Company hasreceived consent from Shiv Hari Jalan to act as the auditor for conducting audit of thesecretarial records for the financial year ending March 31 2020. The Secretarial AuditReport for the financial year ended March 31 2019 under Companies Act 2013 (includingany statutory modification(s) or re-enactment(s) thereof for the time being in force) isset out in the ‘Annexure C' to this report. The Secretarial Compliance Report for thefinancial year ended March 31 2019 in relation to compliance of all applicable SEBIRegulations/circulars/ guidelines issued thereunder pursuant to requirement of Regulation24A of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (‘Listing Regulations') has been filled with thestock exchange within stipulated time period.

INTERNAL AUDITORS

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 annual report on Corporate Social Responsibility (CSR) including a brief outline ofthe CSR Policy and the activities undertaken during the FY 2018-19 is enclosed as‘Annexure B' to this Report. The CSR policy is available on the website of theCompany at www.ovpl. co.in/Company_Polies.aspx

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 D' to this Report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return for FY 2019 is given in ‘Annexure A' in theprescribed Form No. MGT-9 which is a part of this Report. The same is also available onwebsite of the Company at www.ovpl.co.in/Index.aspx

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 2019 is providedin a separate section forming integral part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Karim Mithiborwala (DIN 00171326) retires by rotation at the ensuing AnnualGeneral Meeting (‘AGM') and being eligible offers himself for re-appointment. TheBoard recommends his re-appointment for the consideration of the Members of the Company atthe ensuing AGM. Mr. Mustufa Pardawala Independent Director (DIN 02814971) was appointedat the Annual General Meeting of the Company held on December 30 2014 to hold office fora term of five consecutive years up to December 31 2019 in line with the provisions ofSection 149 and other applicable provisions of the Act including the rules made thereunderand the Listing Regulations. It is proposed that Mr. Mustufa Pardawala IndependentDirector be reappointed for a second term of 5 (Five) consecutive years to hold office upto December 31 2025 which the Board recommends. Mrs. Deepa Raut Independent Director(DIN 07177364) was appointed at the Board Meeting held on May 26 2015 and later approvedby Shareholder at the Annual General Meeting of the Company held on September 30 2015 tohold office for a term of five consecutive years up to May 25 2020 in line with theprovisions of Section 149 and other applicable provisions of the Act including the rulesmade thereunder and the Listing Regulations. It is proposed that Mrs. Deepa RautIndependent Director be reappointed for a second term of 5 (Five) consecutive years tohold office up to May 26 2020 which the Board recommends. Mr. Suresh Mane IndependentDirector (DIN 07247232) was appointed at the Board Meeting held on June 13 2015 and laterapproved by Shareholder at the Annual General Meeting of the Company held on September 302015 to hold office for a term of five consecutive years up June 12 2020 in line withthe provisions of Section 149 and other applicable provisions of the Act including therules made thereunder and the Listing Regulations. It is proposed that Mr. Suresh ManeIndependent Director be reappointed for a second term of 5 (Five) consecutive years tohold office up to June 12 2026 which the Board recommends. The Company has receiveddeclarations from all its Independent Directors confirming that they meet the criteria ofindependence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of theListing Regulations.

Key Managerial Personnel (‘KMP'):

At the meeting of the Board of Directors held on November 30 2018 the Board acceptedthe resignation of Ms. Priya Bhagat as Company Secretary and Compliance Officer and in thesame meeting and on the recommendation of the Nomination and Remuneration Committeeappointed Ms. Sonam Gupta (Membership No. A53881) as Company Secretary and ComplianceOfficer w.e.f. November 30 2018 as per Section 203 of Companies Act 2013

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.ovpl. co.in/Company_Polies.aspx

BOARD EVALUATION

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 E'. The information required under Rule 5(2) and (3) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided in theAnnexure forming part of the Report. In terms of the first proviso to Section 136 of theAct the Report and Accounts are being sent to the Members excluding the aforesaidAnnexure. Any Members interested in obtaining the same may write to the Company Secretaryat the registered office of the Company. None of the employees listed in the said Annexureis related to any Director of 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 toare financial risks commodity price risk regulatory risks and economy risks. TheInternal Audit Report and Risk Management Framework is reviewed by the Audit Committee.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 10 (Ten) Board Meetings were convened and held details of which aregiven in the Report on Corporate Governance forming part of the Annual Report.

COMMITTEES OF THE BOARD

Currently there are seven (7) Committees of the Board namely;

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

5. Executive Committee

6. Independent Directors Committee

The Board decides the terms of reference for these Committees. Minutes of meetings ofthe Committees are placed before the Board for information. The details as to thecomposition terms of reference number of meetings and related attendance etc. of theseCommittees are provided in detail in the Corporate Governance Report which forms a partof this 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 unethical behavior actual or suspected 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.ovpl.co.in/Company_ Polies.aspx

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 notapplicable to the company. Details of loans guarantees and investments covered under theprovisions of Section 186 of 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. No material Related PartyTransactions were entered during the financial year by the Company. Accordingly thedisclosure of Related Party Transactions as required under Section 134(3) (h) of the Actin Form AOC-2 is not applicable to the Company and hence not provided.

All Related Party Transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which areplanned/repetitive in nature and omnibus approvals are taken as per the policy laid downfor unforseen 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.

During the year under review the Company has amended the policy on Related PartyTransactions in line with the revised Listing Regulations and the same is uploaded on theCompany's website at the link www.ovpl.co.in/Company_Polies.aspx

CORPORATE GOVERNANCE CERTIFICATE

The Report on Corporate Governance as stipulated in the Listing Regulations forms partof the Annual Report. The requisite Certificate from M/s. Amar Nath Sharma & Co.Chartered Accountants confirming compliance with the conditions of Corporate Governanceas stipulated under the Listing Regulations is annexed in Corporate Governance Reportwhich forms a part of this Annual 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 2018-19.

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 312019 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 31 2019 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 internal 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 sexual harassment atworkplace which is in line with the requirements of the Sexual Harassment of Women atWorkplace (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 its presence 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.

OTHERS

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 differential rightsas 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.

ACKNOWLEDGEMENT

We take this opportunity to thank the employees for their dedicated service andcontribution to the Company. We also thank our banks business associates shareholders andother stakeholders for their continued support to the Company.

On behalf of the Board of Directors
Saleh N. Mithiborwala
Chairman and Chief Financial Officer
DIN: 00171171
Date: July 20 2019
Place: Mumbai