Directors Report of Orient Bell Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting the Forty Eighth Annual Report and the audited accounts for the financial year ended March
31, 2025.

FINANCIAL RESULTS _{in crores})

Particulars	Standalone		Consolidated
	Year Ended	Year ended	Year ended	Year ended
	March 31, 2025	March 31, 2024*	March 31, 2025	March 31, 2024*
Net Sales (adjusted for taxes)	656.9	669.5	666.6	669.5
Profit before finance cost, depreciation and taxation	30.7	23.6	30.8	23.6
Finance Cost	4.8	1.9	4.8	1.9
Depreciation	22.5	21.4	22.5	21.4
Profit before tax	3.4	0.3	3.5	0.3
Share of profit/(loss) of Associates	-	-	0.3	0.8
Operating Profit before taxation	3.4	0.3	3.8	1.1
Tax expense	0.9	0.2	0.9	0.2
Profit after tax	2.5	0.0	2.9	0.9
Other Comprehensive Income (Net of Taxes)	0.3	1.0	0.3	1.0
PAT with Other Comprehensive Income	2.8	1.1	3.1	1.9
Earnings per share ('')	1.7	0.0	1.9	0.6

*regrouped

Operational Performance

Fiscal Year 2025 (FY25) presented a challenging operating
environment for your Company. The domestic demand for tiles
remained subdued throughout the year, while exports continued
to be affected by the volatility of ocean freights. These external
factors, coupled with overcapacity within the industry,
particularly from Morbi, exerted significant pressure on pricing
and volume. Heightened competition resulted in an industry¬
wide drop in average selling prices. For the full year, your
Company registered Net Sales of ''666.6 crores in FY25,
compared to ''669.5 crores in FY24, a drop of 0.4%.

Despite these difficult conditions, your Company made progress
on cost saving initiatives and continued to improve its cost base.
The go-live of our solar Power Purchase Agreement (PPA) at
Sikandrabad helped lower power costs. By streamlining
processes and improving existing systems, operational
efficiency was enhanced, helping to prune the overall cost of
operations. While a significant portion of these savings was
passed on to the market to maintain competitiveness and retain
market share, your Company successfully retained a part and
expanded our gross margins by 140 bps Vs Fy24.

A key strategic focus during the year was pivoting to strengthen
the retail business. Your Company emphasized selling more
premium products, specifically Glazed Vitrified Tiles (GVT) and
slabs. The salience of GVT grew to 41% (in Fy25), and the
vitrified mix improved to the highest ever, 59%, for Orient Bell.
This strategic shift towards premiumization was supported by
investments in branding and sales team structure.

Your Company continued investing in marketing activities. The
first-ever All India TV Campaign (TVC) launched in the previous
year continued through FY25. This unique communication built
on our vision of "Making tile shopping easier" and positioned
OBL as a solution provider by focusing on website-based price
discovery, visualization tools, and a wide product range. This
approach to building brand differentiation continues to win
external recognition, as your Company was awarded "Brand Of
The Year - Flooring Ideas for Tiles" for the 5th consecutive year
by Realty and "Marketing Campaign Of The Year". We strongly
believe that a differentiated brand will make sustaining brand
awareness more cost effective.

To support the shift towards GVT and expand our reach,
particularly in the South and West markets, the Dora GVT Line
(3.3 MSM p.a. capacity), which came into existence last financial
year, has enabled growth. These capacity additions are part of
the total ''234 crores invested in CAPEX between FY19 and FY25,
and added over 10 msm p.a. of additional capacity, largely
funded through internal accruals. With this capacity in place, the
focus has shifted to expanding distribution and brand building.

Your Company added 76 new exclusive display centres (Orient
Bell Tile Showrooms) in FY25. These investments have been
instrumental in driving GVT sales aggressively.

Staying firm on its innovative zeal, your Company launched 226
new SKUs in GVT and 455 SKUs in Ceramics in FY25, helping to
increase customer footfalls and generate revenue. A significant
achievement was bagging another patent for "A Process of
Making Ceramic Tile" for its "Anti-Static tile". Your Company now
owns two patents, including the one for ''Anti-Microbial and Anti¬
Viral Ceramic tile".

To address the challenge many tile shoppers face in visualizing
the final look, your Company leverages visualization tools like
Quicklook and Trialook. These tools assist Channel Partners and
Employees, making tile selling easier and serving as a strong
differentiator, often hooking genuine customers and leading to
completed purchases.

Despite the external operating environment''s turmoil, the
Company''s unique strength and positioning are reflected in its
credit ratings. India Rating has retained its IND A1 rating. CRISIL
has affirmed its rating as "A" with a negative outlook, or "A-
Stable" albeit with a negative outlook. Your Company has also
consolidated its banking relationships and resumed banking
with State Bank of India (SBI), adding India''s largest bank as a
lending partner, a sign of the Company''s credit worthiness.
Standard Chartered Bank, ICICI Bank and Axis Bank continue to
be its other lenders.

While FY25 was challenging, your Company has continued to
make significant investments in its strategic objectives:
enhancing its premium product mix, expanding its reach
through new tile boutiques, and building brand awareness
through targeted marketing campaigns. The Company believes
these investments will position it strongly when the real estate
cycle turns for the better, particularly since tiles are one of the
last products used in this cycle. Your Company remains
committed to aggressively investing in sales & marketing
activities to drive volume growth in the coming years.

Dividend

Your Directors have recommended a dividend of '' 0.50 (50
paise) per equity share for the financial year ended March 31,
2025. The total outgo of dividend would amount to '' 0.73 crores
as against '' 0.73 Crores in the previous year. The dividend pay
out is subject to approval of members at the ensuing Annual
General Meeting.

Particulars of Loans, Guarantees or Investments

Loans, Guarantees and Investments covered under Section 186

of the Companies Act, 2013 forms part of the notes to the
financial statements provided in this Annual Report.

Public Deposits and Loans / Advances

Your Company has neither invited nor accepted deposits from
the public falling within the ambit of Section 73 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014.

Transfer to Reserves

During the year under review, no amount was transferred to
Reserves.

Particulars of Contracts or Arrangements made with
Related Parties

All Related Party Transactions and material modifications, if any
those were entered into during the financial year were on an
arm''s length basis, in the ordinary course of business and were in
compliance with the applicable provisions of the Companies Act,
2013 and the SEBI Regulations. There were no transactions
during the year which would require to be reported in Form
AOC-2. The Policy on materiality of Related Party Transactions
and on dealing with Related Party Transactions is uploaded on
the Company''s website i.e. https://www.orientbell.com under
the head Investor Relations.

Prior omnibus approvals of the Audit Committee and Board
were obtained for the transactions which are repetitive in
nature. A statement of Related Party Transactions is placed
before the Audit Committee for its review on a quarterly basis,
specifying the nature, value and terms and conditions of the
transactions. Detail of the transactions with Related Parties
including the transaction(s) of the Company with a Company
belonging to the promoter/promoter group which hold(s) more
than 10% shareholding in the Company as required pursuant to
para-A of Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is disclosed
separately in the Financial Statements of the Company.

Change in the nature of business

There was no change in the nature of business of the Company
during the financial year ended 31^st March, 2025.

Directors and Key Managerial Personnel

During the year under review, Mr. P.M Mathai and Ms. Tanuja
Joshi, Independent Directors have completed 5 years of their
respective 2nd term of office and hence ceased to be the Director
ofthe Company w.e.f. 29.09.2024 and 02.11.2024 respectively.

The Nomination & Remuneration Committee and the Board of
Directors have in their meetings held on 24th October, 2024 and
28th October, 2024 respectively, approved the appointment of
Ms. Bindiya Shyam Agrawal (DIN: 09373404) as an Additional
Director in the category of Non-Executive Non-Independent
Director of the Company to hold office from 28th October, 2024
till the ensuing Annual General Meeting. Later, the shareholders
of the Company have also approved the said appointment on

12.01.2025 by way of special resolution through Postal Ballot for
a period from 28.10.2024 to 27.10.2025.

In terms of Section 152 of the Companies Act, 2013, Mr. Madhur
Daga shall retire at the forthcoming Annual General Meeting
(AGM) and being eligible, has offered himself for reappointment.

The Nomination and Remuneration Committee and the Board of
Directors in their meetings held on 13th May, 2025 and 22nd
May, 2025 approved the re-appointment and remuneration of
Ms. Bindiya Shyam Agrawal as Non-Executive Non-Independent
Director of the Company for a further period of one year from

28.10.2025 to 27.10.2026 and recommended the same to the
shareholders for their approval at the ensuing 48th Annual
General Meeting. In this regard, a special resolution forming part
of the notice calling 48th Annual General Meeting has been
proposed to be passed by the shareholders The Company has
received the consent regarding re-appointment from Ms.
Bindiya Shyam Agrawal.

Mr. Himanshu Jindal, Chief Financial Officer of the Company has
tendered resignation from employment of the Company vide
resignation letter dated 14th May, 2025 and may be relieved
from his duties by 31st May 2025.

All the Independent Directors have furnished declarations that
they meet the criteria of independence as laid down under
Section 149(6) of the Companies Act, 2013 and Regulation 16
(1) (b)of SEBI (Listing Obligations and Disclosure Require¬
ments) Regulations, 2015.

Statement regarding Integrity, Expertise and Experience of
Independent Directors

In the opinion of the Board, the Independent Directors possess
Excellent rating in respect of clear sense of value and integrity
and have requisite expertise and experience in their respective
fields.

The online proficiency self-assessment test to be conducted by
Indian Institute of Corporate Affairs is exempted for such
Independent Directors who have served a Company in the
capacity of a Director or Key Managerial Personnel of a listed
public company for a total of not less than three years. The
Company''s Independent Directors need not to undergo the said
test as they qualify said criteria.

Number of meetings of the Board

The Board met five times during the financial year, the details of
which are provided in the Corporate Governance Report which
forms part of this Annual Report. The intervening gap between
any two meetings was within the period prescribed under the
Companies Act, 2013 and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015.

Directors'' Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act, 2013, your
Directors, to the best of their knowledge and belief and
according to the information and explanations obtained by
them, make the following statement:

(a) that in the preparation of annual accounts for the
financial year ended March 31, 2025, the applicable
accounting standards have been followed along with
proper explanation relating to material departures, if
any;

(b) that the Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that were reasonable and prudent so as to give
a true and fair view of the state of affairs of your Company
as at March 31, 2025 and of the profit of your Company
for the year ended on that date;

(c) that proper and sufficient care has been taken for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(d) that the accounts for the financial year ended March 31,
2025 have been prepared on a ''going concern'' basis;

(e) that internal financial controls were in place and that
such internal financial controls were adequate and were
operating effectively;

(f) that proper systems to ensure compliance with the
provisions of all applicable laws were in place and were
adequate and operating effectively.

Audit Committee

The composition of Audit Committee is provided in the
Corporate Governance Report that forms part of this Annual
Report and appearing at a separate section of Annual Report.

Investor Education & Protection Fund

Pursuant to Section 124(6) of the Companies Act, 2013 during
the period under review, the Company has transferred 8,434
equity shares of ''10/- each to Investor Education &
Protection Fund in respect of which the dividends remained
unpaid/unclaimed since financial year 2016-17.

Pursuant to the provisions of Section 124(5) of the Companies
Act, 2013, your Company has transferred entire amount of
unpaid/unclaimed dividend up to FY 2016-17 to Investor
Education and Protection Fund (IEPF) which was due to be
transferred to the said authority.

Nomination and Remuneration Policy

The Policy of the Company for Nomination and remuneration of
Directors, Key Managerial Personnel and Senior Managerial
Personnel of the Company namely as Nomination and
Remuneration Policy specifies the criteria for determining
qualifications, positive attributes, independence of Director and
other matters provided under sub section (3) of section 178 of
the Companies Act, 2013. The said policy has been adopted by
the Board and is available on the website of the Company at
https://www.orientbell.com under the head Investor Relations.

The broad parameters covered under the Policy are - Policy
Objective, Guiding Principles, Nomination of Directors,
Remuneration of Directors, Nomination and Remuneration of
the Key Managerial Personnel (Other than Managing/ Whole¬

time Directors), Key-Executives and Senior Management and the
Remuneration of Other Employees.

Risk Management Policy

Pursuant to the requirement of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has
formed a Risk Management Policy. This policy seeks to create
transparency, minimize adverse impact on the business
objectives and enhance the Company''s competitive advantage.
The policy defines the risk management approach across the
enterprise at various levels including documentation and
reporting. The Board of Directors reviews the risks appurtenant
to the Company periodically and a statement of risks is
mentioned under the head Management Discussion and
Analysis Report which forms part of this Annual Report.

The Risk Management Policy as approved by the Board is
uploaded on the Company''s website https://www.
orientbell.com under the head Investor Relations.

Vigil Mechanism cum Whistle Blower Policy

The Company has in place Vigil Mechanism cum Whistle Blower
Policy as per the provisions of Regulation 22 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 and
Section 177(9) of the Companies Act, 2013. The Policy deals with
the instances of unethical behaviour-actual or suspected, fraud
or violation of the Company''s Code of Conduct. It provides for a
mechanism for safeguarding a Whistle Blower against the
victimization of Director(s)/ Employees and allows to approach
the Chairman of the Audit Committee of the Company with the
protected disclosure. The Whistle Blower may also approach the
CEO of the Company for speedy enquiry. The Vigil Mechanism
cum Whistle Blower Policy of the Company is uploaded on the
Company''s website https://www. orientbell.com under the
head Investor Relations.

Corporate Social Responsibility

The Corporate Social Responsibility Committee of the Company
comprises of Mr. Madhur Daga (Chairman), Mr. Sameer Kamboj,
Mr. K.M Pai, Mr. Thambiah Elango and Ms. Bindiya Shyam
Agrawal (Members). The Corporate Social Responsibility Policy
("CSR Policy”) formulated by the Board is already in place and
clearly state the scope and the CSR activities to be undertaken by
the Company, process and provision of budget allocation, CSR
activities implementation mechanism and provisions related to
reporting. The CSR Policy of the Company can be accessed on the
Company''s website at https://www.orientbell.com under the
head Investor Relations.

The Company undertakes initiatives in compliance with
Schedule VII to the Act and guidelines, circulars issued by the
Government from time to time as per applicability of law.

During the year under review, the provisions of Section 135 of
the Companies Act, 2013 and rules made thereunder with
regard to spending on CSR activities were not applicable. The
Company has however continued the practice and expended a
sum of Rs. 23.92 Lakhs on CSR activities though it was not
obligatory.

Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo stipulated
under section 134(3)(m) of the Companies Act, 2013 read with
rule 8 of the Companies (Accounts) Rules, 2014 is appended as
Annexure 1 to the Board''s Report.

Evaluation of the Board, its Committees and individual
Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board has carried out an annual evaluation of its own
performance and that of its Committees as well as performance
of the Directors individually. Feedback was sought covering
various aspects of the Board''s functioning such as adequacy of
the composition of the Board and its Committees, Board culture,
execution and performance of specific duties, obligations and
governance and the evaluation was carried out based on
responses received from the Directors.

A separate exercise was carried out by the Nomination and
Remuneration Committee of the Board to evaluate the
performance of individual Directors. The performance
evaluation of the Non-Independent Directors, the Board as a
whole and the Chairman of the Company was carried out by the
Independent Directors. The Directors expressed their
satisfaction with the evaluation process.

Employee Stock Option Scheme

Your Company has in place 2 (two) Employees Stock Option
Schemes - (i) Orient Bell Employees Stock Option Scheme, 2018
[ESOP Scheme, 2018]; and (ii) Orient Bell Employees Stock
Option Scheme, 2021 [ESOP Scheme, 2021]. Both the said
Schemes are administered under the supervision of
Compensation Committee. Promoter-Director, any person
belonging to Promoter group, Independent Directors, Directors
directly or indirectly holding 10% or above of the equity share
capital of the Company are not eligible for the grant of options/
issue of shares under any of the Schemes. A certificate from the
secretarial auditors of the company certifying that the ESOP
Scheme, 2018 and ESOP Scheme, 2021 have been implemented
in accordance with The Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations,
2021 and also in accordance with the Resolutions passed by the
shareholders shall be placed at the forthcoming AGM of the
Company.

There has been no change in any of the said Schemes during the
year under review. Disclosures pursuant to SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, are
available on the website of the Company at https://www.
orientbell.com under the head Investor Relations.

The information required to be disclosed in terms of the
provisions of SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 and Companies Act, 2013 is appended
as Annexure 2 to the Board''s Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report, as stipulated
under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forming part of this report, has been given
under separate section in the Annual Report.

Corporate Governance Report

As per SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on corporate governance
practices followed by the Company, together with a certificate
for compliance of the provisions of Corporate Governance from
the Statutory Auditors forms an integral part of this Report.

Annual Return

As per the provisions of section 134 (3) (a) the Annual Return of
the Company is disclosed on the website of the Company
https://www.orientbell.com under the head Investor Relations.

Subsidiaries, Associates and Joint Ventures

During the year under review, the Company has formed a wholly
owned subsidiary, M/s. Cestrum Enterprises Private Limited
(CEPL) . This newly formed company doesnot have any material
business activity. The Board of Directors has reviewed the affairs
of subsidiary & associates companies. A statement containing
salient features of the financial statements of said subsidiary &
associate companies is appended in the prescribed format AOC-
1 as Annexure-3 to the Board''s Report. In accordance with
Regulation 16 of the Listing Regulations, CEPL is not a material
non-listed subsidiary. The Company has formulated a policy for
determining material subsidiaries which can be accessed at
https://www.orientbell.com. The company continues with the
sale/purchase of tiles as per requirement with the existing
associate companies viz. M/s. Proton Granito Private Limited
and M/s. Corial Ceramic Private Limited. The Company has
however no joint ventures.

Consolidated Financial Statements

In compliance with the provisions of Companies Act, 2013 and
Indian Accounting Standards (Ind AS) as specified in Section 133
of the Act and Regulation 34 of the Listing Regulations, your
Directors have pleasure in attaching the consolidated financial
statements of the Company which form a part of the Annual
Report. Financial Statements including consolidated financial
statements and the audited accounts of each of the subsidiary
are available on the website of the Company at https://www.
orientbell.com.

Particulars of Employees

The particulars of employees required pursuant to Section 197
of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 form part of this Report and are annexed as
Annexure-4 to the Board''s Report. In accordance with the
provisions of Section 136 of the Act, the Board''s Report and the
financial statements for the financial year ended 31st March
2025 are being sent to the members and others entitled thereto,
excluding the details to be furnished under Rule 5(2) of the

Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. However, the information required
under aforesaid Rule 5(2) is available for inspection by the
members at the Registered Office of the Company during
business hours on all working days up to the date of the ensuing
Annual General Meeting. If any member desires to have a copy of
the same, he may write to the Company Secretary in this regard.

The Details of application made /proceeding pending under
the Insolvency and Bankruptcy Code, 2016

The Company has not made any application during the year and
no proceeding is pending under Insolvency & Bankruptcy Code,
2016.

Auditors

Statutory Auditors

M/s S.R. Dinodia & Co., LLP, Chartered Accountants (FRN:
001478N/N500005) were appointed as Statutory Auditors of
the Company at the 45th AGM held on 21st July, 2022 to hold
office from the conclusion of 45th Annual General Meeting till
the conclusion of the 50th Annual General Meeting to be held in
the year 2027.

Auditors'' Report

The Auditor''s Report read with notes to the accounts referred to
in the Auditor Report are self- explanatory and therefore do not
call for any further comments. The Auditor''s Report does not
contain any qualification, reservation or adverse remark. There
is no offence or fraud reported by the Statutory Auditors under
section 143(12) of the Companies Act, 2013.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act,
2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors has
appointed M/s Ashu Gupta & Co., Company Secretaries to
undertake the Secretarial Audit of the Company for FY 2024-25.
The Report of the Secretarial Audit is appended as Annexure 5 to
the Board''s Report and does not contain any qualification,
reservation, adverse remark or disclaimer.

In terms of Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board
recommends the appointment of M/s Ashu Gupta & Co.,
Company Secretaries (PRN - 730/2020) as Secretarial Auditors
of the Company for a period of 5 years from F.Y 2025-26 to F.Y
2029-30. Ms. Ashu Gupta is an individual Peer reviewed
Company Secretary in practice, who do not incur any
disqualification and thus eligible for appointment.A resolution
for this purpose is envisaged in the Notice Calling 48th Annual
General Meeting.

Compliance with Secretarial Standards issued by ICSI

The Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) have been duly complied with by the
Company.

Internal Financial Control System

The Company has well in place the Internal Financial Control
Framework which is independently evaluated from time to time
by in-house audit function for necessary improvement,
wherever required. The Statutory auditors also review the
internal financial controls and issue report under section 143 of
the Companies Act, 2013 which forms part of their Report. The
detail in respect of adequacy of internal financial controls with
reference to the financial statements is mentioned under the
head Management Discussion and Analysis Report which forms
part of this Annual Report.

Material changes and commitments between the end of the
financial year and date of report

There is no material change and/or commitment held between
the end of the financial year and the date of report affecting the
financial position of the Company.

General

(i) The Company has complied with the provisions relating to
the constitution of Internal Complaints Committee and is
also having a Policy on Prohibition, Prevention and
Redressal of Sexual Harassment of Women at Workplace
and matters connected therewith or incidental thereto
covering all the aspects as contained under "The Sexual
Harassment of Women at Workplace (Prohibition,
Prevention and Redressal) Act, 2013”.

a. number of complaints pending at the beginning of the
financial year - Nil

b. number of complaints filed during the financial year -
Two

c. number of complaints disposed of during the financial
year - Two

d. number of complaints pending at the end of the
financial year - Nil

(ii) No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going
concern status and Company''s operations in future.

(iii) The Company is not required to maintain the cost records
as specified by the Central Government under sub-section
(1) of section 148 of the Companies Act, 2013.

(iv) No one-time settlement/valuation was done while taking
loan from the Bank or Financial Institution.

Acknowledgement

Your Directors are thankful to all stakeholders including
Customers, Bankers, Suppliers, Channel Partners and
Contractors for their continued assistance, co-operation, and
support. The Directors wish to place on record their sincere
appreciation to all employees for their commitment and
continued contribution to the Company. The Directors are
grateful for the confidence, faith and trust reposed by the
shareholders in the Company.

For and on behalf of Board of Directors of Orient Bell Limited

Madhur Daga Sameer Kamboj

Place: New Delhi Managing Director Director

Date: May 22, 2025 DIN: 00062149 DIN: 01033071

---

Mar 31, 2024

Your Directors take pleasure in presenting the Forty Seventh Annual Report and the audited accounts for the financial year ended March 31, 2024.

FINANCIAL RESULTS

(H in crores)

Particulars	Standalone		Consolidated
	Year Ended March 31, 2024	Year ended March 31, 2023*	Year ended March 31, 2024	Year ended March 31, 2023*
Net Sales (adjusted for taxes)	669.48	699.64	669.48	699.64
Profit before finance cost, depreciation, taxation, and exceptional item	23.64	52.63	23.64	52.63
Finance Cost	1.94	2.40	1.94	2.40
Depreciation	21.42	21.10	21.42	21.10
Exceptional Item (Net)	-	-	-	-
Profit before tax	0.28	29.13	0.28	29.13
Share of profit/(loss) of Associates	-	-	0.85	0.75
Operating Profit before taxation	0.28	29.13	1.13	29.88
Tax expense	0.22	7.39	0.22	7.39
Profit after tax	0.06	21.74	0.91	22.49
Other Comprehensive Income (Net of Taxes)	1.03	0.17	1.03	0.17
PAT with Other Comprehensive Income	1.09	21.91	1.94	22.66
Earnings per share (?)	0.04	15.04	0.63	15.56

OPERATIONAL PERFORMANCE

Business was subdued in FY24, primarily due to muted demand in domestic markets and slowdown of exports which led to significant domestic capacities being diverted to the domestic market and putting immense pressure on realizations. The green shoots of recovery surfaced towards the close of calendar 2023, which helped arrest the drop in performance. For the full year, your Company registered Net Sales of H669.5 crores as against H699.6 crores in FY23, a drop of 4.3%.

Heightened competition in the domestic market led to an industry wide drop in average selling price and your company also dropped prices to compete. On the positive side, gas prices also cooled down. The other important

positive was the growing share of Glazed Vitrified tiles in the Company''s sales mix to 30%, which suggests growing traction for its high-value products. In fact, through FY24 the Company has aggressively grown the GVT portfolio however the loss in smaller ceramic size volumes has eaten up these gains.

Over the last 5-6 years, your Company has concentrated on improving cash flows and investing the same in building manufacturing capacity. Between FY19 and FY24 the Company has invested H228 crores on CAPEX and added 10.2 msm p.a. of additional capacity, largely funded through internal accruals. With additional capacity in place, the Company has now shifted attention to building a strong Brand, an area where we have lagged behind

competitors. We are giving brand building the same focus & energy that was spent on modernizing our manufacturing facilities. In December, 2023 the Company launched its first ever ALL India TV campaign (TVC) covering 17 channels and 7 languages with a unique and highly differentiated communication that builds on our vision of "Making tile buying & selling easier".

The TVC positioned OBL as a solution provider by focusing on our website-based price discovery, visualization tools and a wide product range. The creative strategy stands out in a cluttered industry where every other brand relies on celebrity endorsements. Our differentiated strategy has resulted in an increase in brand awareness by 50% over a four-month period.

These mass media investments have come on top of our highly acclaimed digital media campaigns where with just 20% of posts in the tile category, we have notched up a 50% share-of-voice. These efforts were suitably recognised— the #TechNoTension campaign stood out and won the GOLD at the e4m Indian Digital Marketing Awards FY 2023 for the Best Use of social media.

Our strategic approach to brand building continues to win accloades. OBL was again awarded "Best Brand" for the 4^th CONSECUTIVE Year by Reality , as well as "Best Website", yet again.

The Company will continue investing in marketing towards improving brand awareness and build consumer preference through FY25. We believe that this will put us in a good position once demand picks up. The real estate cycle comprising of land acquisition, cement, steel, pipes, electricals, cables, etc. has already turned for the better and tile is one of the last products which is used in this cycle.

Capacity: The Company commissioned its Dora (plant) GVT Line - 2 (3.3 MSM p.a. capacity) ahead of schedule, which reduced the overall CAPEX cost by about 18%. It will help position the Company in South and West market. The Dora investment has come at the right time as consumer preferences are rapidly shifting from Ceramics to GVT solutions.

Product: Staying firm on its innovative zeal, the Company launched 233 new SKUs in GVT and 387 SKUs in Ceramics (new sizes and finishes) in FY24, which helped increase customer footfalls and generate revenue.

During the year under review, your Company has bagged its historical First EVER Patent for the unique method of preparing an "Anti-Microbial and Anti-Viral Ceramic tile".

Cost of production: Despite the trying external conditions, the Company focused on streamlining processes and improving existing systems to enhance operational efficiency. It helped in pruning the overall cost of operations.

Reach: The Company added 70 new exclusive display centres (Orient Bell Tile Boutiques) in FY24. These investments have helped drive GVT sales aggressively.

The Company''s credit rating for its long term borrowings and short term borrowings have been reaffirmed by CRISIL as "A/Stable" and "A1" respectively as well as by India Ratings which has maintained its rating of "IND A1" for short term working capital facilities, at par with CRISIL''s rating. The re-affirmation of the credit ratings by two of India''s most reputed aforesaid rating agencies, reflects the unique strength and positioning of your company within the tiles industry.

During the year under review, the Company has further consolidated its multiple banking operations and has resumed its banking relationship with State Bank of India (SBI) along with its other working capital lenders i.e. Standard Chartered Bank (SCB), ICICI Bank (ICICI) and Axis Bank (Axis). Addition of India''s largest bank to the portfolio of Company''s lending institutions is a sign of Company''s consistent worthiness lending banking muscle to your company''s capabilities and reputation in its banking circle.

Dividend

Your Directors have recommended a dividend of H0.50 (50 paisa) per equity share for the financial year ended March 31,2024. The total outgo of dividend would amount to H0.73 Crores as against H1.45 Crores in the previous year. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

Particulars of Loans, Guarantees or Investments

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

Public Deposits and Loans / Advances

Your Company has neither invited nor accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Transfer to Reserves

During the year under review, no amount was transferred to Reserves.

Particulars of Contracts or Arrangements made with Related Parties

All Related Party Transactions and material modifications, if any those were entered into during the financial year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Regulations. There were no transactions during the year which would require to be reported in Form AOC-2. The Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions is uploaded on the Company''s website i.e. https://www.orientbell.com under the head Investor Relations.

Prior omnibus approvals of the Audit Committee and Board were obtained for the transactions which are repetitive in nature. A statement of Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. Detail of the transactions with Related Parties including the transaction(s) of the Company with a Company belonging to the promote r/promoter group which hold(s) more than 10% shareholding in the Company as required pursuant to para-A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is disclosed separately in the Financial Statements of the Company.

Change in the nature of business

There was no change in the nature of business of the Company during the financial year ended 31^st March, 2024.

Directors and Key Managerial Personnel

In terms of Section 152 of the Companies Act, 2013, Mr. Mahendra K. Daga shall retire at the forthcoming Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment.

The present term of appointment of Mr. Madhur Daga is up to 31^st March, 2025 as Managing Director of the Company. The Nomination and Remuneration Committee and the Board of Directors have, approved the reappointment and remuneration of Mr. Madhur Daga for a further period of three years from 01-04-2025 to 31-03-2028 and recommended the same to the shareholders for their approval at the ensuing AGM. In this respect, a special resolution forming part of the notice calling 47^th AGM has been proposed to be passed by the shareholders.

The Nomination & Remuneration Committee and the Board of Directors in their respective meetings held on 24^th June, 2024, approved the appointment of Mr. Thambiah Elango (DIN: 07973530) as an Additional Director in the category of Non Executive-Independent Director of the Company to hold office from 24^th June, 2024 till the ensuing Annual General Meeting. In the same meeting, the Nomination & Remuneration Committee and the Board of Directors have, subject to the approval of shareholders at the ensuing Annual General Meeting, also approved the appointment of Mr. Thambiah Elango as a Non Executive-Independent Director for a consecutive period of 5 years from 24^th June, 2024 to 23^rd June, 2029 and recommended the same to the shareholders for their approval at the ensuing AGM. In this respect, a special resolution forming part of the notice calling 47^th AGM has been proposed to be passed by the shareholders.

All the Independent Directors have furnished declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Statement regarding Integrity, Expertise and Experience of Independent Directors

In the opinion of the Board, the Independent Directors possess Excellent rating in respect of clear sense of value and integrity and have requisite expertise and experience in their respective fields.

The online proficiency self-assessment test to be conducted by Indian Institute of Corporate Affairs is exempted for such Independent Directors who have served a Company in such capacity for a total of not less than three years. The Company''s Independent Directors need not to undergo the said test as they qualify said criteria.

Number of meetings of the Board

The Board met four times during the financial year, the details of which are provided in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Directors'' Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act, 2013, your Directors, to the best of their knowledge and

belief and according to the information and explanations obtained by them, make the following statement:

(a) that in the preparation of annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2024 and of the profit of your Company for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the accounts for the financial year ended March 31, 2024 have been prepared on a ''going concern'' basis;

(e) that internal financial controls were in place and that such internal financial controls were adequate and were operating effectively;

(f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Audit Committee

The Audit Committee comprises of four Independent Directors namely Mr. Sameer Kamboj (Chairman), Mr. P.M. Mathai (Member), Mr. K.M. Pai (Member) and Mr. Thambiah Elango (Member). Mr. Thambiah Elango has been inducted as member of the Committee w.e.f. 24^th June, 2024. All the recommendations made by the Audit Committee were accepted by the Board.

Investor Education & Protection Fund

Pursuant to Section 124(6) of the Companies Act, 2013 during the period under review, the Company has transferred 13,377 equity shares of ?10/- each to Investor Education & Protection Fund in respect of which the dividends remained unpaid/unclaimed from financial year 2015-16 onwards.

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, your Company has transferred entire amount of unpaid/ unclaimed dividend up to FY 2015-16 to

Investor Education and Protection Fund (IEPF) which was due to be transferred to the said authority.

Nomination and Remuneration Policy

The Policy of the Company for Nomination and remuneration of Directors, Key Managerial Personnel and Senior Managerial Personnel of the Company called as Nomination and Remuneration Policy specifies the criteria for determining qualifications, positive attributes, independence of Director and other matters provided under sub section (3) of section 178 of the Companies Act, 2013. The said policy has been adopted by the Board and is available on the website of the Company at https://www. orientbell.com under the head Investor Relations.

The broad parameters covered under the Policy are - Policy Objective, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (Other than Managing/ Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees.

Risk Management Policy

Pursuant to the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formed a Risk Management Policy. This policy seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The policy defines the risk management approach across the enterprise at various levels including documentation and reporting. The Board of Directors reviews the risks appurtenant to the Company periodically and a statement of risks is mentioned under the head Management Discussion and Analysis Report which forms part of this Annual Report.

The Risk Management Policy as approved by the Board is uploaded on the Company''s website https://www. orientbell.com under the head Investor Relations.

Vigil Mechanism cum Whistle Blower Policy

The Company has in place Vigil Mechanism cum Whistle Blower Policy as per the provisions of Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 177(9) of the Companies Act, 2013. The Policy deals with the instances of unethical behaviour-actual or suspected, fraud or violation of the Company''s Code of Conduct. It provides for a mechanism for safeguarding a Whistle Blower against the victimization of Director(s)/ Employees and allows to approach the Chairman of the Audit Committee of the Company with

the protected disclosure. The Whistle Blower may also approach the CEO of the Company for speedy enquiry. The Vigil Mechanism cum Whistle Blower Policy of the Company is uploaded on the Company''s website https:// www.orientbell.com under the head Investor Relations.

Corporate Social Responsibility

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted Corporate Social Responsibility Committee comprising of Mr. Madhur Daga (Chairman), Ms. Tanuja Joshi and Mr. Sameer Kamboj (Members). The Board has also formulated a Corporate Social Responsibility Policy ("CSR Policy") indicating the scope and the activities to be undertaken by the Company, process and provision of budget allocation, CSR activities implementation mechanism and provisions related to reporting. The CSR Policy of the Company may be accessed on the Company''s website at https://www.orientbell.com under the head Investor Relations.

The Company undertakes initiatives in compliance with Schedule VII to the Act and guidelines, circulars issued by the Government from time to time.

The average net profit of the Company, computed as per Section 198 of the Act, during the three immediately preceding financial years (i.e. 2020-21, 2021-22 and 202223) was H25,60,59,333/-. During the year under review, the Company has spent H51,24,846/- (Including an amount of Rs. 13,665/- excess spent carried forward from the previous year FY 2022-23) on CSR activities against minimum obligation of H51,21,187/-. After above said adjustments, an amount of H3,659/- will remain available to be set off against CSR expense in succeeding financial years.

The Annual Report on CSR activities is appended as Annexure 1 to the Board''s Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act,

2013 read with rule 8 of the Companies (Accounts) Rules,

2014 is appended as Annexure 2 to the Board''s Report.

Evaluation of the Board, its Committees and individual Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors. The performance evaluation of the Non-Independent Directors, the Board as a whole and the Chairman of the Company was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

Employee Stock Option Scheme

Your Company has in place 2 (two) Employees Stock Option Schemes - (i) Orient Bell Employees Stock Option Scheme, 2018 [ESOP Scheme, 2018]; and (ii) Orient Bell Employees Stock Option Scheme, 2021 [ESOP Scheme, 2021]. Both the said Schemes are administered under the supervision of Compensation Committee. Promoter-Director, any person belonging to Promoter group, Independent Directors, Directors directly or indirectly holding 10% or above of the equity share capital of the Company are not eligible for the grant of options/ issue of shares under any of the Schemes. A certificate from the secretarial auditors of the company certifying that the ESOP Scheme, 2018 and ESOP Scheme, 2021 have been implemented in accordance with The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and also in accordance with the Resolutions passed by the shareholders shall be placed at the forthcoming AGM of the Company.

There has been no material change in any of the said Schemes during the year under review. Disclosures pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on the website of the Company at https://www.orientbell.com under the head Investor Relations.

The information required to be disclosed in terms of the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Companies Act, 2013 is appended as Annexure 3 to the Board''s Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report, as stipulated under SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 forming part of this report, has been given under separate section in the Annual Report.

Corporate Governance Report

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate for compliance of the provisions of Corporate Governance from the Statutory Auditors forms an integral part of this Report.

Annual Return

As per the provisions of section 134 (3) (a) the Annual Return of the Company is disclosed on the website of the Company https://www.orientbell.com under the head Investor Relations.

Subsidiaries, Associates and Joint Ventures

Your Company has no Subsidiary or Joint Venture. By virtue of the control as defined under Section 2(6) of the Companies Act, 2013, your Company has two Associate Companies viz., M/s Proton Granito Private Limited and M/s Corial Ceramic Private Limited. No new Company has become or ceased to be the subsidiary, associate or joint venture during the year under review. The Board of Directors has reviewed the affairs of associates companies. In accordance with Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the company and its associate companies have been prepared, which forms part of this Annual Report. A Report on the performance and financial position of each of the Associate companies and their contribution to the overall performance of the Company is appended in the prescribed format AOC-1 as Annexure - 4 to the Board''s Report.

Particulars of Employees

The particulars of employees required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed as Annexure- 5 to the Board''s Report. In accordance with the provisions of Section 136 of the Act, the Board''s Report and the financial statements for the financial year ended 31^st March 2024 are being sent to the members and others entitled thereto, excluding the details to be furnished under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. However, the information required under aforesaid Rule 5(2) is available for inspection by the

members at the Registered Office of the Company during business hours on all working days up to the date of the ensuing Annual General Meeting. If any member desires to have a copy of the same, he may write to the Company Secretary in this regard.

The Details of application made /proceeding pending under the Insolvency and Bankruptcy Code, 2016

The Company has not made any application during the year and no proceeding is pending under Insolvency & Bankruptcy Code, 2016.

Auditors

Statutory Auditors

M/s S.R. Dinodia & Co., LLP, New Delhi Statutory Auditors of your Company have been appointed as such by the Shareholders at the 45^th AGM held on 21^st July, 2022 to hold office from the conclusion of 45^th Annual General Meeting till the conclusion of the 50^th Annual General Meeting to be held in the year 2027.

Auditors'' Report

The Auditor''s Report read with notes to the accounts referred to in the Auditor Report are self- explanatory and therefore do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark. There is no offence or fraud reported by the Statutory Auditors under section 143(12) of the Companies Act, 2013.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ashu Gupta & Co., Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit, appended as Annexure 6 to the Board''s Report does not contain any qualification, reservation, adverse remark or disclaimer.

Compliance with Secretarial Standards issued by ICSI

The Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) have been duly complied with by the Company.

Internal Financial Control System

The Company has well in place the Internal Financial Control Framework which is independently evaluated from time to time by in-house audit function for necessary improvement, wherever required. The Statutory auditors

also review the internal financial controls and issue report under section 143 of the Companies Act, 2013 which forms part of their Report. The detail in respect of adequacy of internal financial controls with reference to the financial statements is mentioned under the head Management Discussion and Analysis Report which forms part of this Annual Report.

Material changes and commitments between the end of the financial year and date of report

There is no material change and/or commitment held between the end of the financial year and the date of report affecting the financial position of the Company.

General

(i) The Company has complied with the provisions relating to the constitution of Internal Complaints Committee and is also having a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013".

a. number of complaints pending at the beginning of the financial year - Nil

b. number of complaints filed during the financial year - Nil

c. number of complaints disposed of during the financial year - Nil

d. number of complaints pending at the end of the financial year - Nil

(ii) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

(iii) The Company is not required to maintain the cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

(iv) No one-time settlement/valuation was done while taking loan from the Bank or Financial Institution.

Acknowledgement

Your Directors are thankful to all stakeholders including Customers, Bankers, Suppliers, Channel Partners and Contractors for their continued assistance, co-operation, and support. The Directors wish to place on record their sincere appreciation to all employees for their commitment and continued contribution to the Company. The Directors are grateful for the confidence, faith and trust reposed by the shareholders in the Company.

For and on behalf of Board of Directors of Orient Bell Limited

Place: New Delhi Madhur Daga P.M. Mathai

Dated: 24^th June, 2024 Managing Director Director

---

Mar 31, 2019

The Directors take pleasure in presenting the Forty Second Annual Report and the audited accounts for the financial year ended March 31, 2019.

Financial Results (Rs. in lakhs)

Particulars	Year ended March 31, 2019	Year ended March 31, 2018*
Net Sales/ Revenue from Operations (adjusted for taxes)	56,945	64,271
Profit before finance cost, depreciation, taxation and exceptional item	3,895	4,937
Finance Cost	871	728
Depreciation	1,652	1,502
Exceptional Item (Net)	0	2,027
Profit before taxation	1,372	4,734
Operating Profit before taxation	1,372	2,707
Tax expense	482	729
Profit after tax	890	4,005
(Other Comprehensive Income (Net of Taxes)	64	79
PAT with Other Comprehensive Income	954	4,083
Earning per share (Rs.)	6.24	28.18

*regrouped

Performance Highlights

During the year under review FY 2018-19, your Company’s Net Sales is Rs.56,945 lakhs as against Rs.64,271 lakhs in the previous year FY 2017-18 and the Profit After Tax (PAT) for the current fiscal FY 2018-19 is Rs.1,372 lakhs as against Rs.2,707 lakhs in the previous year FY 2017-18. The PAT of previous year i.e. FY 2017-18 included an exceptional item of Rs.2,027 lakhs, hence the effective PAT during the previous year on a like for like basis was Rs.1,978 lakhs.

On the supply side, the Industry continued to add capacities but the demand remained subdued as the Real Estate Industry is yet to pick-up. Increasing competition from the fragmented and the unorganized players in the industry apart from the severe liquidity crunch in the market resulted in downward pressure on prices. On the input cost front too there was no respite during the year as the gas prices continued to trend upwards further impacting margins.

Your Company has put in concerted efforts on costs optimization and reduction of General and Administrative expenses to improve the cost base. Improvement of product mix was also undertaken during the year (contribution of High Value Products now at 40% vs. 35% in the previous year) to improve the blended sales realization.

During the year under review your Company focused on talent acquisition so as to strengthen the key functions. The year saw recruitment and on boarding of Chief Sales Officer, Chief Marketing Officer and Chief Financial Officer. In a departure from the past, your Company has split the Marketing and Sales roles to enable sharp focus on the long term task of brand recall and engagement.

The Company’s new Tile Manufacturing line (“the new line”) at Sikandrabad (U.P.) plant was made operational during the year under review. The new line is running successfully and is producing large format tiles / slabs viz. Digital Glazed Vitrified Tiles (DGVT) and Polished Glazed Vitrified Tiles (PGVT) to suit the changing customer preferences. State of the art technology has been procured from renowned international brands viz., SACMI, KEDA and DLT to deliver high quality products at competitive prices.

Successive New Product Designs (NPD) launches were made to rejuvenate the product range.

- In Q2 FY18-19 the Company launched ~400 new SKUs.

- 60% new designs were added in GVT

- Jumbo Sizes introduced (in mm): 1200x2400, 1200x1200, 800x1600

- Similar rejuvenation of our range has been executed in Wall Tiles as well.

- Fusion series, New Horizons & Third Fire have been some of the other launches made during the year.

To improve product display, 47 new Orient Bell Tiles Boutiques (OBTBs) were also added during FY 2018-19 in high population density towns. There is an increased emphasis on creating displays & ambiences for NPD products to improve product salience.

Your Company has spent a significant amount on advertising and promotional events particularly during Q4FY19 as part of the renewed focus on our branding campaign. Digital Media campaigns featuring multiple videos and static advertisements were launched across major platforms and markets. Hoardings were also installed over nearly 100 cities all over the Country as part of the campaign.

Your Company will continue to invest significantly in branding investments during FY 2019-20 also and the plans for the same are already being formalized. Print and Electronic Media campaigns are next on the agenda and should drive brand salience next year.

The financial statements for the financial year ended 31.03.2019 has been prepared in compliance with the Indian Accounting Standards (IND-AS).

Dividend

Your Directors have recommended a dividend of Rs.0.50 per equity share for the financial year ended March 31, 2019. The total outgo of dividend (inclusive of tax of Rs.14.64 lakhs) would amount to Rs.85.89 lakhs as against Rs.85.89 lakhs in the previous year. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

Particulars of Loans, Guarantees or Investments

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Public Deposits

Your Company has neither invited nor accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

Transfer to Reserves

During the year under review no amount was transferred to Reserves.

Particulars of Contracts or Arrangements made with Related Parties

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under the Listing Regulations. 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 are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company’s website. Details of the transactions with Related Parties are provided in the accompanying financial statements. There were no transactions during the year which would require to be reported in Form AOC-2.

Directors and Key Managerial Personnel

During the year under review, Mr. R.N. Bansal’s term of office as an Independent Director of the Company ended on 29.09.2018. His outstanding contribution and support is appreciated by the Board of Directors.

Mr. Madhur Daga shall retire at the forthcoming Annual General Meeting and being eligible, has offered himself for reappointment. The first term of appointment of Mr. P.M. Mathai shall expire on 29th September, 2019. Mr. Mathai has given his consent to act as Independent director for a further term of five years from 30th September, 2019 to 29th September, 2024.

All Independent Directors have given their respective declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, your Company has appointed Mr. Himanshu Jindal as Chief Financial Officer (in the category of Key Managerial Personnel) of the Company. Mr. Himanshu Jindal is a qualified Chartered Accountant having more than 15 years of multi facet experience in Corporate Sector having good knowledge in the work areas such as Treasury, Banking, Finance, Risk Management & Insurance and Internal financial controls. He is extremely high on diligence, organized working and analytical ability. He strikes a strong rapport with banking and investor fraternity. His commercial acumen, leadership and ability to understand the matters of strategic importance makes him outstanding performer. Mr. Himanshu Jindal has worked with Companies of repute like Pfizer Ltd., Cipla Ltd., Cargill Global Trading India Pvt. Ltd., Heidelberg Cement India Ltd. and Den Networks Limited.

Number of meetings of the Board

The Board met seven times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Directors’ Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, make the following statement:

(a) that in the preparation of annual accounts for the financial year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2019 and of the profit of your Company for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the accounts for the financial year ended March 31, 2019 have been prepared on a ‘going concern’ basis;

(e) that internal financial controls were in place and that such internal financial controls were adequate and were operating effectively;

(f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Audit Committee

The Audit Committee comprises of two Independent Directors namely Mr. Sameer Kamboj (Chairman), Mr. P.M. Mathai (Member) and one Non Independent- Non Executive Director Mr. K.M. Pai (Member). All the recommendations made by the Audit Committee were accepted by the Board.

Remuneration Policy

The Policy of the Company on Director’s appointment and remuneration, specifying criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub section (3) of section 178 of the Companies Act, 2013, adopted by the Board, is available on the website of the Company at https://www.orientbell.com/ statutory-information under the head Policies.

Risk Management Policy

Pursuant to the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formed a Risk Management Policy. This policy seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The policy defines the risk management approach across the enterprise at various levels including documentation and reporting. The Board of Directors reviews the risks appurtenant to the Company periodically and a statement of risks is mentioned under the head Management Discussion and Analysis Report of this Annual Report.

The Risk Management Policy as approved by the Board is uploaded on the Company’s website https://www.orientbell. com.

Vigil Mechanism cum Whistle Blower Policy

The Company has formulated a Vigil Mechanism cum Whistle Blower Policy to deal with the instances of unethical behavior, actual or suspected, fraud or violation of the Company’s Code of Conduct. It provides for a mechanism for Directors and Employees of the Company to approach the Chairman of the Audit Committee of the Company or the Director nominated to play the role of Audit Committee as the case may be, in exceptional cases to report such cases. The Vigil Mechanism cum Whistle Blower Policy of the Company is uploaded on the Company’s website https://www.orientbell.com.

Corporate Social Responsibility

The Corporate Social Responsibility Committee comprises Mr. Madhur Daga (Chairman), Ms. Tanuja Joshi and Mr. Sameer Kamboj (Members). The Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (“CSR Policy”) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company’s website at https:// www.orientbell.com.

The CSR activities, as per the provisions of the Companies Act, 2013, may also be undertaken through a Registered Trust. The Company continues to undertake the CSR activities also through M/s Godavari Foundation, a Trust registered under Section 12A of the Income Tax Act, 1961 (registration no. DIT(E) 268-69/8E/196/90-91).

The Company undertakes initiatives in compliance with Schedule VII to the Act.

The average net profit of the Company, computed as per Section 198 of the Act, during the three immediately preceding financial years (i.e. 2015-16, 2016-17 and 2017-18) was Rs.22,42,21,623/-. It was hence required to spend Rs.44,84,432/on CSR activities during the Financial Year 2018-19, being 2% of the average net profits of the three immediately preceding financial years. During the year, the Company has spent Rs.44,86,749/- on CSR activities.

The Annual Report on CSR activities is appended as Annexure 1 to the Board’s Report.

Code for prevention of Insider Trading Practices

In accordance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 201 5, your Company has formulated and adopted ‘Code of Conduct for prevention of Insider Trading’ and ‘Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information’ (hereinafter collectively referred to as “OBL Code of Conduct”). The OBL Code of Conduct is uploaded on the website of the company https://www.orientbell.com.

Information pursuant to Section 134(3)(m) of the Companies Act, 2013

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is appended as Annexure 2 to the Board’s Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Company was also carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

Employee Stock Option Scheme

During the year under review, Orient Bell Employees Stock Option Scheme, 2018 was approved by the members involving 2,00,000 Employees Stock Options. The Company has received necessary approvals from Stock Exchanges and granted Employees Stock Options under the said scheme.

The information required to be disclosed in terms of the provisions of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and Companies (Share Capital and Debentures) Rules, 2014 is appended as Annexure 3 to the Board’s Report.

Management Discussion and Analysis Report

‘Management Discussion and Analysis Report’, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forming part of this report, has been given under separate section in the Annual Report.

Corporate Governance Report

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together a certificate for compliance of the provisions of Corporate Governance from the Statutory Auditors forms an integral part of this Report.

Annual Return

A copy of the Annual Return is disclosed on the website of the Company https://www.orientbell.com and its web link is https://www.orientbell.com/pub/media/docs/ investor/Annual_Return_for_the_year_2018.pdf.

Subsidiaries, Associates and Joint Ventures

The Company has no Subsidiary Company or Joint Venture but the Company has two Associate Companies viz., M/s Proton Granito Private Limited and M/s Corial Ceramic Private Limited. As required under the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statement of associates in the prescribed format AOC-1 is appended as Annexure 4 to the Board’s Report.

Particulars of Employees

The information as per Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. However, as per the provisions of Section 136 of the Act, the Report and Accounts are being sent to all the members excluding the information on particulars of employees which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

Auditors

Statutory Auditors

M/s B.R. Gupta & Co., Chartered Accountants, New Delhi Statutory Auditors of your Company have been appointed as such by the Shareholders at the 40th AGM held on 22nd September, 2017 to hold office from the conclusion of 40th AGM till the conclusion of 45th AGM to be held in the year 2022. Their appointment was, however, subject to ratification by the shareholders in every AGM, if required by law. As per the Companies (Amendment) Act, 2017 the said requirement of ratification has been dispensed with. Accordingly, M/s B.R. Gupta & Co., Chartered Accountants will continue to hold office till the conclusion of 45th AGM to be held in the year 2022 as per Shareholders’ approval.

Auditors’ Report

The Auditor’s Report read with notes to the accounts referred to in the Auditor Report are self- explanatory and therefore do not call for any further comments. The Auditor’s Report does not contain any qualification, reservation or adverse remark. There is no offence of fraud reported by the Statutory Auditors under section 143(12) of the Companies Act, 2013.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Vivek Arora, Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit, appended as Annexure 5 to the Board’s Report does not contain any qualification, reservation or adverse remark.

Compliance with Secretarial Standards issued by ICSI

The Secretarial Standards issued by the Institute of Company Secretaries Of India (ICSI) have been duly complied with by the Company.

Internal Financial Control System

The Company has well in place the Internal Financial Control Framework which is independently evaluated from time to time by in-house audit function for necessary improvement, wherever required. The detail in respect of adequacy of internal financial controls with reference to the financial statements is mentioned under the head Management Discussion and Analysis Report of this Annual Report.

Material changes and commitments between the end of the financial year and date of report

There is no material change and/or commitment held between the end of the financial year and the date of report affecting the financial position of the Company.

General

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee and is also having a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under the “The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013”.

Your Directors further states that during the year under review, no case was received by the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

Acknowledgement

Your Directors wish to take the opportunity to express their sincere appreciation to the Central, Uttar Pradesh and Karnataka Governments, banks, financial institutions, Channel Partners, staff and all other stakeholders for their whole-hearted support and co-operation. We look forward to their continued support and encouragement.

For and on behalf of Board of Directors of Orient Bell Limited

Place : New Delhi Madhur Daga K.M. Pai

Date: 22^nd May, 2019 Managing Director Director

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Mar 31, 2018

The Directors take pleasure in presenting the Forty First Annual Report and the audited accounts for the financial year ended March 31, 2018.

Financial Results (Rs. in lakhs)

Particulars	Year ended March 31, 2018	Year ended March 31, 2017*
Net Sales/ Revenue from Operations (adjusted for taxes)	64,271	61,340
Profit before finance cost, depreciation, taxation and exceptional item	4,936	5,730
Finance Cost	728	1,335
Depreciation	1,502	1,913
Exceptional Item (Net)	2,027	-
Profit before taxation	4,733	2,482
Operating Profit before taxation	2,706	2,482
Tax expense	729	1,123
Profit after tax (PAT)	4,004	1,359
(Other Comprehensive Income (Net of Taxes)	78	(120)
PAT with Other Comprehensive Income	4,082	1,239
Earning per share (Rs.)	28.73	8.79

*regrouped

Performance Highlights

During the year ended March 31, 2018, your Company has registered a growth of 5% in terms of Reporting Revenue (net of Taxes) from Rs. 61,340 Lakhs in previous year to Rs. 64,271 Lakhs in current year as well as in Operating Profit Before Tax (PBT) by 9% from Rs. 2,482 Lakhs in the previous year to Rs. 2,706 lakhs in the current year. Good selling of High Value Products and considerable saving in finance cost has contributed to the growth in Income and Profits during the year. The display of updated portfolio of Company’s products at Dealer’s Showrooms as well as Company owned Boutiques has improved the efficiency. Regular updating of the Display Centers across the Country to showcase the latest products has also helped in achieving Company’s sales targets.

As per the provisions of Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and in terms of the applicability of the said Rules to your Company, the financial statements for the financial year ended 31.03.2018 has been prepared in compliance with the Indian Accounting Standards (IND-AS).

Your Company has decided to install a new manufacturing line within its Sikandrabad (U.P.) Plant which will produce large format tiles viz. Digital Glazed Vitrified Tiles (DGVT) and Polished Glazed Vitrified Tiles (PGVT). It is estimated to have a production capacity of around 8,500 sq.mtr. per day. Your Company look forward to reap good benefits out of this investment. The project is under progress and the production is expected to start in Q3 of FY 2018-19.

During the year under review, your Company has acquired 26% equity stake of a Morbi (Gujarat) based Company, Corial Ceramic Private Limited (‘Corial’). Corial has a set up of a tile manufacturing plant in Morbi, Gujarat having a production capacity of about 5.2 million square meters of wall tiles per annum. In another ongoing project in Morbi, Gujarat with Proton Granito Private Limited, the production of Double Charge (Floor) Tiles has started during the year under review. Under these arrangements, your Company will be assured of continuous supply of high quality floor tiles and wall tiles.

During the year under review, your Company has unveiled a new Logo. This contemporary Logo with a vibrant colour scheme and style is liked by all in the market and has already started giving benefits. Under this branding activity, branding replacement activity has been completed. With this, your Company’s identity has become more visible. During FY 2017-18 your Company has opened 63 Franchise Boutiques at very prominent locations across the Country. This brand visibility and opening of more display showrooms has improved customer pull for OBL products. In Social media space, your Company has engaged a renowned Social Media Agency for Campaigns on various Social Media platforms and brand promotions through Influencers.

As always, your Company participated in/ sponsored several programs related to the tile industry. During the year under review, your Company has sponsored India Arch Dialogue meet where World’s renowned Architects showcase their work. Architects and Influencers play a pivotal role in growth of a Company like yours. Your Company has, as per regular practice, organized the Architects meets and also a Channel Partners meet at Dubai.

Your Company’s Project sale vertical is strong as ever which continued its drive to map the Government (GPS) and Private (PPS) Projects and sell more and more of its High Value Products in these projects. Your Company has represented itself before various GPS and PPS Projects and successfully got its brand “Orient Bell” approved and listed with many more PPS, Government Departments and PSUs. A few of such PPS and GPS and PSU projects include Gannon Dunkerley & Co Ltd, B.G. Shirke Construction Tech. Pvt Ltd., NCC Limited, Som Projects Private Limited, K M V Projects Limited, Bestech India Pvt. Ltd., Ashiana Housing Limited, Wave Infratrade Private Limited, Land Craft Developers Pvt Ltd., NBCC, DDA, Military Engineer Services (MES), Medical College (Telangana/ Tamilnadu/Chitrakoot), Golf Link-Ghaziabad, NTPC-Darbhanga, LDA-Lucknow etc.

Dividend

Your Directors have recommended a dividend of Rs. 0.50 per equity share for the financial year ended March 31, 2018. The total outgo of dividend (inclusive of tax of Rs. 14.64 lakhs) would amount to Rs. 85.89 lakhs as against Rs. 85.39 lakhs in the previous year. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

Particulars of Loans, Guarantees or Investments

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Public Deposits

Your Company has neither invited nor accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

Transfer to Reserves

During the year under review no amount was transferred to Reserves.

Particulars of Contracts or Arrangements made with Related Parties

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under the Listing Regulations. 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 are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company’s website. Detail of the transactions with Related Parties are provided in the accompanying financial statements. There were no transactions during the year which would require to be reported in Form AOC-2.

Directors and Key Managerial Personnel

During the year under review, Mr. K.M. Pai has resigned from the post of Executive Director & CFO of the Company due to personal reasons to spend more time with his family at Bengaluru. Your Board of Directors has accepted the resignation of Mr. K.M. Pai w.e.f. 01^st June, 2018 and also approved his continuation on the Board of the Company as Non-Executive Director w.e.f. 01^st June, 2018. Relevant resolution is proposed by the Board in the notice calling 41^st AGM.

The present term of appointment of Mr. Mahendra K. Daga is up to 31^st March, 2021 as Chairman & Managing Director of the Company. In view of the fact that Mr. Madhur Daga has completely taken over the responsibilities of Managing Director of the Company and for better Corporate Governance, Mr. Mahendra K. Daga has stepped down from the post of Managing Director but consented to continue as Whole Time Director. The Board of Directors has in its meeting held on 21^st May, 2018 subject to the approval of shareholders at forthcoming AGM, approved the change in designation of Mr. Mahendra K. Daga from Chairman & Managing Director to Chairman & Whole Time Director of the Company effective 01^st October, 2018. Subject to further approval of shareholders, Mr. Mahendra K. Daga will continue to drive the Company Operations from strength to strength as Whole Time Director. Relevant resolution is proposed by the Board in the notice calling 41^st AGM.

The second term of appointment of Mr. R.N. Bansal as an Independent Director will expire on 29^th September, 2018 and therefore he shall retire on that date in terms of Section 149 (11) of the Companies Act, 2013. His outstanding contribution and support is appreciated by the Board of Directors.

All the Independent Directors have given their respective declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Mahendra K. Daga shall retire at the forthcoming Annual General Meeting and being eligible, has offered himself for reappointment.

The present term of appointment of Mr. Madhur Daga as Managing Director of the Company will end on 31st March, 2019. The Nomination and Remuneration Committee and the Board of Directors have, subject to the approval of the members vide special resolution at the ensuing Annual General Meeting and such other approvals as may be necessary in this regard, approved the reappointment and remuneration of Mr. Madhur Daga as Managing Director of the Company for a further term of three years from 01^st April, 2019 to 31^st March, 2022.

During the year under review, your Company has appointed Mr. Aditya Gupta as Chief Executive Officer (in the category of Key Managerial Personnel) of the Company. Mr. Aditya Gupta is a Bachelor of Technology from IIT, Mumbai and a Post Graduate Diploma holder in Marketing & Finance from IIM Bangalore with around 27 years of multi- functional experience in industry leading companies. Throughout his career, he has been recognized & awarded for delivering consistent revenue growth and boosting margins through innovative marketing programs and executional excellence. He is a business leader with strong operational experience in Sales and Marketing, having led new product development, brand initiatives and building large distribution channels across India. For the last decade, he has been responsible for delivering significant revenue (in excess of Rs. 4,500 Cr) and EBITDA targets for business geographies under his control.

Mr. Aditya Gupta started his career with United Spirits Ltd (now Diageo) and also worked at Bharti Airtel Ltd. Mr. Aditya would put immense focus on Purpose, Values, Ethics and Institution Building after spending the last nine years with the TATA group, where he worked in their Telecom and Power businesses at various senior positions. His last role was asset monetization and developing new businesses in the upcoming field of Electric Vehicles, Smart Cities and Distributed Generation for TATA Power. His trademark has been a consistent ability to build and lead cross-functional teams with a relentless focus on execution.

Number of meetings of the Board

The Board met six times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, make the following statement:

(a) that in the preparation of annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2018 and of the profit of your Company for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the accounts for the financial year ended March 31, 2018 have been prepared on a ‘going concern’ basis;

(e) that internal financial controls were in place and that such internal financial controls were adequate and were operating effectively;

(f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Audit Committee

The Audit Committee comprises of three Independent Directors namely Mr. Sameer Kamboj (Chairman), Mr. R.N. Bansal (Member) and Mr. P.M. Mathai (Member) and one Non Independent Director Mr. K.M. Pai (Member). All the recommendations made by the Audit Committee were accepted by the Board.

Remuneration Policy

The Policy of the Company on Director’s appointment and remuneration, specifying criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub section (3) of section 178 of the Companies Act, 2013, adopted by the Board, is appended as Annexure 1 to the Board’s Report. We affirm that the remuneration paid to the Directors is as per the terms laid under the Nomination & Remuneration Policy of the Company.

Risk Management Policy

Pursuant to the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formed a Risk Management Policy. This policy seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

The Risk Management Policy as approved by the Board is uploaded on the Company’s website https://www.orientbell.com.

Vigil Mechanism cum Whistle Blower Policy

The Company has formulated a Vigil Mechanism cum Whistle Blower Policy to deal with the instances of unethical behavior, actual or suspected, fraud or violation of the Company’s Code of Conduct. It provides for a mechanism for Directors and Employees of the Company to approach the Chairman of the Audit Committee of the Company or the Director nominated to play the role of Audit Committee as the case may be, in exceptional cases to report such cases. The Vigil Mechanism cum Whistle Blower Policy of the Company is uploaded on the Company’s website https://www.orientbell.com.

Corporate Social Responsibility

The Corporate Social Responsibility Committee comprises Mr. Madhur Daga (Chairman), Mr. R.N. Bansal, Ms. Tanuja Joshi and Mr. Sameer Kamboj (Members). The Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (“CSR Policy”) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company’s website at https://www.orientbell.com.

The CSR activities, as per the provisions of the Companies Act, 2013, may also be undertaken through a Registered Trust. The Company continues to undertake the CSR activities also through M/s Godavari Foundation, a Trust registered under Section 12A of the Income Tax Act, 1961 (registration no. DIT(E) 268-69/8E/196/90-91).

The Company undertakes initiatives in compliance with Schedule VII of the Act.

The average net profit of the Company, computed as per Section 198 of the Act, during the three immediately preceding financial years (i.e. 2014-15, 2015-16 and 2016-17) was ‘17,07,35,433/-. It was hence required to spend ‘34,14,709/- on CSR activities during the Financial Year 2017-18, being 2% of the average net profits of the three immediately preceding financial years. During the year, the Company has spent ‘34,45,620/- on CSR activities.

The Annual Report on CSR activities is appended as Annexure 2 to the Board’s Report.

Code for prevention of Insider Trading Practices

In accordance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 201 5, your Company has formulated and adopted ‘Code of Conduct for prevention of Insider Trading’ and ‘Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information’ (hereinafter collectively referred to as “OBL Code of Conduct”). The OBL Code of Conduct is uploaded on the website of the company https://www.orientbell.com.

Information pursuant to Section 134(3)(m) of the Companies Act, 2013

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is appended as Annexure 3 to the Board’s Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Company was also carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

Employee Stock Option Scheme

The information required to be disclosed in terms of the provisions of SEBI (Share based employee benefits) Regulations, 2014 and Companies (Share Capital and Debentures) Rules, 2014 is appended as Annexure 4 to the Board’s Report.

Management Discussion and Analysis Report

‘Management Discussion and Analysis Report’, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forming part of this report, has been given under separate section in the Annual Report.

Corporate Governance Report

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate for compliance of the provisions of Corporate Governance from the Statutory Auditors forms an integral part of this Report.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is appended as Annexure 5 to the Board’s Report.

Subsidiary Company

The Company has no Subsidiary Company.

Particulars of Employees

The information as per Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. However, as per the provisions of Section 136 of the Act, the Report and Accounts are being sent to all the members excluding the information on particulars of employees which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

Auditors

Statutory Auditors

M/s B.R. Gupta & Co., Chartered Accountants, New Delhi Statutory Auditors of your Company have been appointed as such by the Shareholders at the 40th AGM held on 22nd September, 2017 to hold office from the conclusion of 40th AGM till the conclusion of 45th AGM to be held in the year 2022. Their appointment was, however, subject to ratification by the shareholders in every AGM, if required by law. As per the Companies (Amendment) Act, 2017 the said requirement of ratification has been dispensed with. Accordingly, M/s B.R. Gupta & Co., Chartered Accountants will continue to hold office till the conclusion of 45th AGM to be held in the year 2022 as per Shareholders’ approval.

Auditors’ Report

The Auditor’s Report read with notes to the accounts referred to in the Auditor Report are self- explanatory and therefore do not call for any further comments. The Auditor’s Report does not contain any qualification, reservation or adverse remark.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Vivek Arora, Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit, appended as Annexure 6 to the Board’s Report does not contain any qualification, reservation or adverse remark.

Material changes and commitments between the end of the financial year and date of report.

There is no material change and/or commitment held between the end of the financial year and the date of report affecting the financial position of the Company.

General

The Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under the “The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013”. Your Directors further state that during the year under review, one case was received by the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the same was disposed of as per said Act and Policy on prevention, prohibition and redressal of Sexual Harassment of Women.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

Acknowledgement

Your Directors acknowledge with gratitude and wish to place on record, their deep appreciation of continued support and co-operation received by the Company from various Government authorities, Shareholders, Bankers, Lenders, Business Associates, Dealers, Customers, Financial Institutions and Investors during the year. Your Directors also place on record their deep appreciation of the dedication and commitment of your Company’s employees at all levels and look forward to their continued support in the future as well.

For and on behalf of Board of Directors

of Orient Bell Limited

Place : New Delhi Madhur Daga K.M. Pai

Date: 21^st May, 2018 Managing Director Executive Director & CFO

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Mar 31, 2016

BOARD''S REPORT

The Directors take pleasure in presenting the Thirty Ninth Annual Report and the audited accounts for the financial year ended March 31, 2016.

Financial Results (Rs. in lakhs)

Particulars	Year ended March 31, 2016	Year ended March 31, 2015*
Gross Income	75,967.14	75,458.72
Profit before finance cost, depreciation, taxation and exceptional item	4,886.06	4,870.51
Finance Cost	1,880.90	2,068.03
Depreciation	1,707.82	1,776.01
Exceptional Item (Loss on sale of investment in Subsidiary)	--	1.32
Profit before taxation	1,297.33	1,025.15
Tax expense	652.93	546.78
Profit after tax	644.40	478.37
Earning per share (Rs.)	4.43	3.50

*regrouped

Operations and Business Review

The fiscal 2015-16 registered a growth of 27% in the Profit before tax from Rs.1,025 Lakhs in the previous year to Rs.1,297 Lakhs in the current year. The gross income during the FY 2015-16 shown a marginal increase from Rs.75,459 Lakhs in the previous year to Rs.75,967 Lakhs in the current year. The Gross Income, however, increased marginally, the primary factor for above said increase in Profits is savings made in fuel and raw material costs. Your Company aims to substantially enhance product display across the Country through its owned Tile boutiques known as Orient Bell Tile Boutiques ("OBTB”). Your Company is undertaking several exciting new product developments. The designing team is constantly bringing innovative decor solutions. Every function of your Company has taken up productivity enhancement programmes to improve the overall performance of the Company.

There are several positive things that have happened during the year under review. The visibility of your Company among channel partners and customers has improved due to various branding activities across the Country. Your Company has showcased and produced several innovative and decorative designs in all sizes. "Glitter series” and the new 600x600 mm designs have elicited excellent response from the market. The new offerings in Wall Tiles, Double Charge and PGVT/DGVT have also been liked very well. The supply chain and logistics are today in excellent health and we are now geared up to ship customer orders with minimum delays and hold ups.

During the year under review, your Company has participated in the equity of one tile manufacturer in Morbi, Gujarat, the production from which has started in Q4 of FY 2015-16. This arrangement will ensure easy and smooth supply of vitrified tiles from Western Region in sufficient quantity to cater to the needs of Western and Southern Regions at most competitive prices.

During the year under review, your Company has lined up systems and resources to strengthen and enhance sales of High Value Products in Government (GPS) and Private (PPS) Projects. Your Company''s efforts in getting product approvals, architect and influencer visits, mapping projects in both government and private sector and their monitoring have started showing results. Your Company has represented itself before various GPS and PPS Projects and successfully got its brand "ORIENTBELL” approved and listed with many Government Departments and PSUs. A few of such Departments and PSUs include CPWD, State PWD, Military Engineer Services (MES), State Housing Boards, State Police Housing Boards, State tourism, Airports Authority of India, NTPC, NBCC, Engineers India Limited, Chennai Metro, Prasar Bharti etc. Your Company has also bagged orders from prestigious Private Projects like Supertech, Simplex, Nagarjuna Construction Company, Ansals, L&T, DLF, Experion, Ajnara, Parsvnath etc. Your Company strives to achieve higher Average Selling Price (ASP) by continuously changing the product mix in favour of High Value Products.

Dividend

For the year under review, your Directors have recommended a dividend of Rs.0.50 per equity share for the financial year ended March 31, 2016. The total outgo of dividend (inclusive of tax of Rs.14.25 lakhs) would amount to Rs.84.26 lakhs as against Rs.83.14 lakhs in the previous year. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

Particulars of Loans, Guarantees or Investments

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Public Deposits

Your Company has neither invited nor accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

Transfer to Reserves

We propose to transfer Rs.70,24,946/- to Securities Premium and Rs.68,66,168/- from Revaluation Reserve to General Reserve and Rs.2,43,195/- from Employee Stock Option Reserve to General Reserve.

Particulars of Contracts or Arrangements made with Related Parties

All Related Party Transactions entered during the year were in the ordinary course of business and on arm''s length basis. No material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions to be provided under section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

Directors and Key Managerial Personnel

During the year under review Mr. Dhruv M. Sawhney''s term of office as Independent Director of the Company ended on 29.09.2015. Ms. Tanuja Joshi''s appointment as Independent-Non Executive Director for a five year period ending on 02^nd November, 2019 was approved by the shareholders at the 38^th AGM.

The second term of appointment of Mr. N.R. Srinivasan as an Independent Director will expire on 29^th September, 2016 and therefore he shall retire on that date in terms of Section 149 (11) of the Companies Act, 2013. His outstanding contribution and support is appreciated by the Board of Directors.

The first term of appointment of Mr. R.N. Bansal shall expire on 29^th September, 2016. Mr. Bansal has given his consent to act as Independent director for a further term of two years from 30^th September, 2016 to 29^th September, 2018.

The Board of Directors has, on recommendation of Nomination and Remuneration Committee and subject to the approval of Shareholders, in its meeting held on 27^th July, 2016 appointed Mr. Sameer Kamboj as an Additional Director in the category of Independent Director of the Company to hold office up to the forthcoming Annual General Meeting. The said Committee and the Board have in their respective meetings held on 27^th July, 2016 subject to the approval of shareholders, recommended the appointment of Mr. Sameer Kamboj as Independent Director for a period upto 26^th July, 2021.

All Independent Directors have given their respective declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. K.M. Pai shall retire at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The present term of appointment of Mr. K.M. Pai as Whole time Director (designated as Executive Director and CFO) of the Company will end on 31^st March, 2017. The Nomination and Remuneration Committee and the Board of Directors have, subject to the approval of the members vide special resolution at the ensuing Annual General Meeting and such other approvals as may be necessary in this regard, approved the reappointment and remuneration of Mr. K.M. Pai as Whole time Director (designated as Executive Director and CFO) of the Company for a further term of three years from 01^st April, 2017 to 31^st March, 2020.

The present term of Mr. Madhur Daga as Whole Time Director (designated as Joint Managing Director) of the Company will end on 30th September, 2016. The Nomination and Remuneration Committee and the Board of Directors have, subject to the approval of the members vide special resolution at the ensuing Annual General Meeting and such other approvals as may be necessary in this regard, approved the reappointment and remuneration of Mr. Madhur Daga as Whole Time Director (designated as Joint Managing Director) for a term of further period from 01st October, 2016 to 31st March, 2019.

In addition to the Sitting Fee, the Non-Executive Directors were also entitled for the Commission in terms of the authority granted by the shareholders at their Annual General Meeting held on 30.09.2015. However, the Non-Executive Directors have unanimously decided that no Commission be paid to them for the said Financial Year.

Number of meetings of the Board

The Board met four times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Directors'' Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, make the following statement:

(a) that in the preparation of annual accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2016 and of the profit of your Company for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the accounts for the financial year ended March 31, 2016 have been prepared on a ''going concern'' basis;

(e) that internal financial controls were in place and that such internal financial controls were adequate and were operating effectively;

(f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Audit Committee

The Board of Directors has in its meeting held on 27^th July, 2016 reconstituted the Audit Committee. The Audit Committee comprises of three Independent Directors namely Mr. R.N. Bansal (Chairman), Mr. P.M. Mathai (Member) and Mr. Sameer Kamboj (Member) and two Non Independent- Executive Directors namely Mr. Mahendra K. Daga (Member) and Mr. K.M. Pai (Member). All the recommendations made by the Audit Committee were accepted by the Board.

Remuneration Policy

The Policy of the Company on Director''s appointment and remuneration, specifying criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub section (3) of section 178 of the Companies Act, 2013, adopted by the Board, is appended as Annexure 1 to the Board''s Report. We affirm that the remuneration paid to the Directors is as per the terms laid under in the Nomination & Remuneration Policy of the Company.

Risk Management Policy

Pursuant to the requirement of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formed a Risk Management Policy. This policy seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

The Risk Management Policy as approved by the Board is uploaded on the Company''s website at www.oblcorp.com.

Internal Financial Controls

The Company has in place adequate policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Vigil Mechanism cum Whistle Blower Policy

The Company has formulated a Vigil Mechanism cum Whistle Blower Policy to deal with the instances of unethical behavior, actual or suspected, fraud or violation of the Company''s Code of Conduct. It provides for a mechanism for Directors and Employees of the Company to approach the Chairman of the Audit Committee of the Company or the Director nominated to play the role of Audit Committee as the case may be, in exceptional cases to report such cases. The Vigil Mechanism cum Whistle Blower Policy of the Company is uploaded on the Company''s website at www.oblcorp.com.

Corporate Social Responsibility

The Board of Directors has in its meeting held on 27^th July, 2016 reconstituted the Corporate Social Responsibility Committee. The Corporate Social Responsibility Committee comprises Mr. Madhur Daga (Chairman), Mr. R.N. Bansal, Ms. Tanuja Joshi & Mr. Sameer Kamboj (Members). The Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company''s website at www.oblcorp.com.

The CSR activities, as per the provisions of the Companies Act, 2013, may also be undertaken through a Registered Trust. The Company is undertaking the CSR activities also through M/s Godavari Foundation, a Trust registered under Section 12A of the Income Tax Act, 1961 (registration no. DIT(E) 268-69/8E/196/90-91) as already approved by CSR Committee.

The Company undertakes CSR initiatives in compliance with Schedule VII to the Companies Act, 2013.

During the year, the Company has spent Rs.17,50,000/- (around 2% of the average net profits of last three financial years) on CSR activities.

The Annual Report on CSR activities is appended as Annexure 2 to the Board''s Report.

Code for prevention of Insider Trading Practices

In accordance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has formulated and adopted ''Code of Conduct for prevention of Insider Trading'' and ''Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information'' (hereinafter collectively referred to as "OBL Code of Conduct”). The OBL Code of Conduct is uploaded on the website of the company www.oblcorp.com.

Information pursuant to Section 134(3)(m) of the Companies Act, 2013

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is appended as Annexure 3 to the Board''s Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Company was also carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

Employee Stock Option Scheme

As required under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and Companies (Share Capital and Debentures) Rules, 2014, the applicable disclosures as on 31^st March, 2016 are appended as Annexure 4 to the Board''s Report.

Relevant disclosures in terms of the "Guidance Note on Accounting for Employee Share-based Payments” issued by ICAI has been made in the notes to Accounts attached to the Annual Report.

There is no material change in the Employee Stock Option Scheme during the financial year under review and the scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

Management Discussion and Analysis Report

''Management Discussion and Analysis Report'', as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forming part of this report, has been given under separate section in the Annual Report.

Corporate Governance Report

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance report as on 31^st March, 2016 together with a certificate for compliance of the provisions of Corporate Governance issued by Statutory Auditors as on that date forms an integral part of this Report.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is appended as Annexure 5 to the Board''s Report.

Subsidiary Company

The Company has no Subsidiary Company.

Particulars of Employees

The information as per Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. However, as per the provisions of Section 136 of the Act, the Report and Accounts are being sent to all the members excluding the information on particulars of employees which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

Auditors

Statutory Auditors

M/s S. R. Dinodia & Co. LLP, Chartered Accountants, New Delhi Statutory Auditors of your Company hold office till the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a letter from M/s S.R. Dinodia & Co. LLP, confirming that their appointment, if made, would be within the limits prescribed under section 139 and 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Board of Directors recommends the re-appointment of M/s S.R. Dinodia & Co. LLP as Statutory Auditors from the conclusion of ensuing Annual General Meeting till the conclusion of 40^th Annual General Meeting in accordance with the provisions of Section 139 of the Companies Act, 2013 and rules there under.

Auditors'' Report

The Auditor''s Report read with notes to the accounts referred to in the Auditor Report are self- explanatory and therefore do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Vivek Arora, Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is appended as Annexure 6 to the Board''s Report. There is no qualification, reservation or adverse remark or disclaimer made by the Company Secretary in Practice in his Secretarial Audit Report for the Financial Year 2015-16.

Material changes and commitments affecting financial position of the Company occurred between the end of the financial year and date of report.

There is no such change and/or commitment held between the end of the financial year and the date of report.

General

The Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under the "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013”. Your Directors further states that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from Bankers, Government Departments, dealers, project customers, vendors, Shareholders and other Business Associates for their continued and valuable co-operation & support extended to the Company. We take this opportunity to place on record our warm appreciation for the employees at all levels for their dedicated services and valuable contributions towards the growth of the Company.

On behalf of the Board

Place : New Delhi Mahendra K. Daga

Date : 27^th July, 2016 Chairman & Managing Director

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Mar 31, 2015

Dear Members

The Directors take pleasure in presenting the Thirty Eighth Annual Report and the audited accounts for the financial year ended March 31, 2015.

Financial Results (Rs. in lakhs)

Particulars Year ended March 31, 2015 Year ended March 31, 2014*

Gross Income 75,458.72 63,617.41

Profit before finance cost, depreciation, taxation 4,870.51 4,819.92 and exceptional item

Finance Cost 2,068.03 2,419.80

Depreciation 1,776.01 1,941.39

Exceptional Item (Loss on sale of investment in 1.32 - Subsidiary)

Profit before taxation 1,025.15 458.73

Tax expense 546.78 256.06

Profit after tax 478.37 202.67

Earning per share (Rs.) 3.50 1.49

*regrouped

Operations and Business Review

Your Company closed the financial year 2014-15 on a good note. Gross Income has increased by about 19% over the last year from Rs. 63,617 Lakhs in previous year to Rs. 75,459 Lakhs in current year. The Profit before tax has also increased by 123% over the previous year from Rs. 458.73 Lakhs to Rs. 1025.15 Lakhs. Your Company aims to sell more of bigger size and high value tiles and to reduce the cost of production substantially. Your Company is also trying up additional manufacturing capacities in West Zone to augment supplies.

With the integration of Brand 'Orient' and 'Bell' your Company now has only one Brand i.e. 'Orient Bell'. 'Orient Tile Boutiques' and 'Bell Tile Boutiques' have been renamed as 'Orient Bell Tile Boutiques' (OBTBs).

Your Company has laid stress on acquiring premium customers and increasing the sale of high value products. To boost these higher margin sales, your Company is increasing spends on its branding and advertising and also plans to launch several OBTBs across India this year. Your Company has participated in the ACETECH Exhibitions held at Delhi, Bengaluru and Kolkata where for the first time in the tile industry, your Company has displayed the tile concepts using QR Code technology, which is a convenient and wonderful way to choose a tile for the end user. As a Sales and Marketing tool, your Company has launched a Facebook page https://www.facebook.com/OrientBellLtd. Your Company is constantly getting bigger and more prominent dealers in all towns and cities to display and sell tiles. While continuing to sell to large projects, during the year under review your Company acquired several prestigious customers such as Experion - Gurgaon, SARE group – Chennai, Gurgaon and Ghaziabad, DLF – Gurgaon, Delhi and Mahada – Mumbai and Pune. Operating Systems have been further strengthened and more manpower deployed to increase the share of retail in our total sales. This way, not only will we be able to sell more high value products but also improve the average selling price for all our products. Your Company is confident that with the support of its regular and prospective customers it will further strengthen its sales.

Dividend

For the year under review, your Directors have recommended a dividend of Re. 0.50 per equity share for the financial year ended March 31, 2015. The total outgo of dividend (inclusive of tax of Rs. 14.06 lakhs) would amount to Rs. 83.14 lakhs as against Rs. 79.40 lakhs in the previous year. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

Particulars of Loans, Guarantees or Investments

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Public Deposits

Your Company has neither invited nor accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

Transfer to Reserves

We propose to transfer Rs. 70,20,900/- to Securities Premium and Rs. 68,66,168/- from Revaluation Reserve to General Reserve and Rs. 3,28,033/- from Employee Stock Option Reserve to General Reserve.

Particulars of Contracts or Arrangements made with Related Parties

All Related Party Transactions entered during the year were in the ordinary course of business and on arm's length basis. No material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions to be provided under section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

Directors and Key Managerial Personnel

During the year under review pursuant to withdrawal of nomination of Mr. Satish Chandra by IDBI Bank, Mr. Chandra resigned and Board approved the same effective 12th February, 2015.

The Board of Directors in their meeting held on 03rd November, 2014 appointed Ms. Tanuja Joshi as an Additional Director in the category of Independent-Non-Executive Director of the Company with effect from 03rd November, 2014 to hold office up to the forthcoming Annual General Meeting. The above appointment was based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Shareholders of the Company at the forthcoming Annual General Meeting. The Nomination and Remuneration Committee and the Board of Directors have in their respective meetings held on 13th August, 2015 subject to the approval of shareholders in the forthcoming Annual General Meeting, recommended the appointment of Ms. Tanuja Joshi as Independent- Non Executive Director for a period ending on 02nd November, 2019.

To comply with the provisions of Section 149 and other applicable provisions of the Act, the Board has recommended the appointment of Ms. Tanuja Joshi to hold office as per her tenure of appointment mentioned in the notice of the forthcoming Annual General Meeting of the Company. Details of the proposal for the appointment of Ms. Tanuja Joshi as an Independent Director are also mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 38th Annual General Meeting of the Company. Her appointment is appropriate and in the best interest of the Company.

Mr. Dhruv M. Sawhney's term of office as Independent Director of the Company shall end on 29th September, 2015 and he shall fulfill his term of appointment till the said date. Till now, the Company has not received any proposal intending to propose him as Independent Director either from him or from any other member in terms of section 160 of the Companies Act, 2013. In case, the said proposal is not received at least fourteen days before the ensuing Annual General Meeting, Mr. Dhruv M. Sawhney shall not be re-appointed as Director of the Company.

The first term of appointment of Mr. N.R. Srinivasan shall also expire on 29th September, 2015. Mr. Srinivasan has given his consent to act as Independent director for a further term of one year from 30th September, 2015 to 29th September, 2016.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. Mahendra K. Daga shall retire at the forthcoming Annual General Meeting and being eligible offers himself for re- appointment.

The present term of Mr. Mahendra K. Daga as Chairman & Managing Director of the Company will expire on 30th November 2015. The Nomination and Remuneration Committee and the Board of Directors have, in their respective meetings held on 13th August, 2015 subject to the approval of the members vide special resolution at the ensuing Annual General Meeting and such other approvals as may be necessary in this regard, approved the reappointment and remuneration of Mr. Mahendra K. Daga as Chairman & Managing Director for a further period from 01st December, 2015 to 31st March, 2018.

Number of meetings of the Board

The Board met six times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Directors' Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, make the following statement:

(a) that in the preparation of annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2015 and of the profit of your Company for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the accounts for the financial year ended March 31, 2015 have been prepared on a 'going concern' basis;

(e) that internal financial controls were in place and that such internal financial controls were adequate and were operating effectively;

(f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Audit Committee

The Audit Committee comprises of three Independent Directors namely Mr. R.N. Bansal (Chairman), Mr. N.R. Srinivasan (Member) and Mr. P.M. Mathai (Member) and two Non Independent- Executive Directors namely Mr. Mahendra K. Daga (Member) and Mr. K.M. Pai (Member). All the recommendations made by the Audit Committee were accepted by the Board.

Remuneration Policy

The Policy of the Company on Director's appointment and remuneration namely Nomination and Remuneration Policy, specifying criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub section (3) of section 178 of the Companies Act, 2013 was adopted by the Board on 03rd November, 2014. The said Policy was amended by the Board on 13th August, 2015 and the same is appended as Annexure 1 to the Board's Report. We affirm that the remuneration paid to the Directors is as per the terms laid and put in the Nomination & Remuneration Policy of the Company. The Nomination and Remuneration Policy and Nomination and Remuneration (Amended) Policy, 2015 may be accessed at the Company's website.

Risk Management Policy

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has formed a Risk Management Policy. This policy seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

The Risk Management Policy as approved by the Board is uploaded on the Company's website and may be accessed at the website of the Company at http://www.orientbell.com.

Vigil Mechanism cum Whistle Blower Policy

The Company has formulated a Vigil Mechanism cum Whistle Blower Policy to deal with the instances of unethical behavior, actual or suspected, fraud or violation of the Company's Code of Conduct. It provides for a mechanism for Directors and Employees of the Company to approach the Chairman of the Audit Committee of the Company or the Director nominated to play the role of Audit Committee as the case may be, to report such cases. The Vigil Mechanism cum Whistle Blower Policy of the Company is uploaded on the Company's website and may be accessed at the website of the Company at http://www.orientbell.com.

Corporate Social Responsibility

The Corporate Social Responsibility Committee comprises Mr. Madhur Daga (Chairman), Mr. K.M. Pai, Mr. N.R. Srinivasan, Mr. R.N. Bansal and Ms. Tanuja Joshi (Members). The Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at http://www.orientbell.com

The CSR activities, as per the provisions of the Companies Act, 2013, may also be undertaken through a Registered Trust. The Company has identified and the CSR Committee has approved to undertake the CSR activities through M/s Godavari Foundation, a Trust registered under Section 12A of the Income Tax Act, 1961 (registration no. DIT(E) 268-69/8E/196/90-91).

The Company undertakes initiatives in compliance with Schedule VII to the Act, as amended from time to time.

During the year, the Company has spent Rs. 19,77,742/- (around 2% of the average net profits of last three financial years) on CSR activities.

The Annual Report on CSR activities is appended as Annexure 2 to the Board's Report.

Code for prevention of Insider Trading Practices

The Company had instituted a comprehensive Code of Conduct for Prevention of Insider Trading for its Designated Employees, in compliance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time (the "old Regulations"). The Code lays down Guidelines, which advise them on procedures to be followed and disclosures to be made, while dealing with shares of the Company and cautions them of the consequences of violations. The Securities and Exchange Board of India (SEBI) on 15th January, 2015 notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 (the "new Regulations") which have come into force from 15th May, 2015, thereby revamping the two- decade old Regulations. In accordance with the provisions of the new Regulations, your Company has formulated and adopted 'Code of Conduct for prevention of Insider Trading' and 'Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information' (hereinafter collectively referred to as "OBL Code of Conduct") w.e.f. 15th May, 2015.

OBL Code of Conduct has been formulated to regulate, monitor and ensure reporting of trading by the Employees and Connected Persons designated on the basis of their functional role in the Company towards achieving compliance with the new Regulations and is designed to maintain the highest ethical standards of trading in Securities of the Company by persons to whom it is applicable.

Information pursuant to Section 134(3)(m) of the Companies Act, 2013

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is appended as Annexure 3 to the Board's Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Company was also carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

Employee Stock Option Scheme

The information required to be disclosed in terms of the provisions of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is appended as Annexure 4 to the Board's Report.

Management Discussion and Analysis Report

'Management Discussion and Analysis Report', as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges forming part of this report, has been given under separate section in the Annual Report.

Corporate Governance Report

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together a certificate for compliance of the provisions of Corporate Governance from the Statutory Auditors forms an integral part of this Report.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is appended as Annexure 5 to the Board's Report.

Subsidiary Company

During the year under review, your Company has sold off its entire shareholding held by it in its wholly owned subsidiary, Elit International Trading (HK) Pvt. Ltd. The Company has presently no subsidiary.

Particulars of Employees

The information as per Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. However, as per the provisions of Section 136 of the Act, the Report and Accounts are being sent to all the members excluding the information on particulars of employees which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

Auditors

Statutory Auditors

M/s S. R. Dinodia & Co. LLP, Chartered Accountants, New Delhi Statutory Auditors of your Company hold office till the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a letter from M/s S.R. Dinodia & Co. LLP, confirming that their appointment, if made, would be within the limits prescribed under section 139 and 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Board of Directors recommends the re-appointment of M/s S.R. Dinodia & Co. LLP as Statutory Auditors from the conclusion of ensuing Annual General Meeting till the conclusion of 39th Annual General Meeting in accordance with the provisions of Section 139 of the Companies Act, 2013 and rules there under at such remuneration as shall be fixed by the Board of Directors of the Company.

Auditors' Report

The Auditor's Report read with notes to the accounts referred to in the Auditor Report are self- explanatory and therefore do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Vivek Arora, Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is appended as Annexure 6 to the Board's Report.

Material changes and commitments between the end of the financial year and date of report

Your Company has entered into an Agreement with a Ceramic Tile Manufacturing Company at Morbi (Gujarat) and its Promoters to acquire its 19.5% equity stake. The plant shall have manufacturing capacity of about 46 (forty six) lakhs square meters of tiles (polished and glazed) per annum and likely to start commercial production by the end of December, 2015.

General

The Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under the "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013". Your Directors further states that during the year under review, no complaint was received and there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Acknowledgement

Your Directors gratefully acknowledges the assistance, support and co-operation received from banks, government authorities, dealers, project customers, vendors, business associates and members during the year under review. Your Directors would also like to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

On behalf of the Board

Place: New Delhi Mahendra K. Daga

Date: 13th August, 2015 Chairman & Managing Director

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the 37th Annual Report and the audited accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS (Rs. in lakhs)

Standalone

Particulars Year ended Year ended March 31, March 31, 2014 2013

Gross Income 63,588.07 62,359.93

Profit before interest, depreciation and taxation 4,823.25 6,100.98

Interest 2,423.13 2,501.84

Depreciation 1,941.39 1,855.65

Profit before taxation 458.73 1,743.49

Tax expense 256.07 760.20

Profit after tax 202.67 983.29

Earning per share (Rs.) 1.49 7.24

FINANCIAL RESULTS (Rs. in lakhs)

Consolidated Particulars Year ended Year ended March 31, March 31, 2014 2013

Gross Income 63,588.07 62,359.93

Profit before interest, depreciation and taxation 4,824.05 6,101.84

Interest 2,423.13 2,501.84

Depreciation 1,941.39 1,855.65

Profit before taxation 459.53 1,744.35

Tax expense 256.05 760.20

Profit after tax 203.49 984.15

Earning per share (Rs.) 1.50 7.25

OPERATIONS

During the year under review, Gross Income has increased marginally by 1.02% over the last year from Rs. 62,360 Lakhs in previous year to Rs. 63,588 Lakhs in current year. The Profit before tax, however, dipped from Rs. 1,743.49 Lakhs to Rs. 458.73 Lakhs. The adverse hit on profits during the year under review was mainly due to the increase in fuel cost. Regasified Liquified Natural Gas (RLNG) is a major component of cost of production which your Company purchases from GAIL (India) Limited. During the year under review, the prices of RLNG increased sharply thereby increasing cost of production. Due to difficult market conditions, your Company was unable to pass on the increased cost to its customers. Your Company has taken steps to rejig the product profile in favour of high value digital and larger format tiles to improve profitability in the coming years.

INITIATIVES

Opening of Orient Tile Boutiques and Bell Tile Boutiques

A good and prominent display is important in selling. Your Company is focusing on creating defined spaces in the dealer''s shops where only your Company''s products are always displayed. Such exclusive display areas are named as Orient Tile Boutique (OTB) for displaying ''Orient'' brand and another as Bell Tile Boutique (BTB) for displaying ''Bell'' brand. At such OTBs and BTBs the company has the advantage of displaying its entire range and customer the opportunity to choose from a wide selection. During the year under review your Company has opened 55 OTBs and 8 BTBs PAN India and the number is growing. Such boutiques are expected to create significant demand of your Company''s higher value products in the medium to long term future.

Patent Pending Products

Your Company''s four out of the box Patent Pending Products (PPPs) viz., Forever Tiles, Germ-Free Tiles, Cool Tiles and Life Tiles have been well received by retail & institutional customers. Forever Tile''s self cleaning feature, Germ Free Tile''s anti bacterial and hygiene feature, Life Tile''s self cleaning and smog removal feature and Cool Tile''s reduction of heat and electricity saver feature define their edge over others. Various test reports of recognized laboratories have already proven these features. Due to the environment friendly features of PPPs your Company has been registered with associations like Green Rating for Integrated Habitat Assessment (GRIHA) and Indian Green Building Council (IGBC) which are aggresive in making the environmen greener.

The contemporary and elegant designs of PPPs together with their exclusive technology feature set them apart from regular tiles. Various prestigious institutions such as DLF, Ansals, Ashiana Houing, IIT - Patna, Medanta - The Medicity, Gurgaon, Sobha Developers, Hotel Silverline, Devi Narayana Housing and Paharpur Industries have already installed & are happy with the performance of your Company''s PPPs. Apart from direct representation to prospective customers & influencers, your Company is actively promoting PPPs through a variety of social media & hopes to gain many more customers for PPPs over the next few quarters.

Launch of Mobile Application - m.orientbell.com

With the increasing significance of mobile phones and their applications in people''s lifestyles, the necessity for new technologies and new applications has risen. Your Company has launched mobile applications on Apple and Android platforms to help us to build relationship with the customers, increase company''s accessibility, increase exposure across mobile devices, and to connect with the on-the-go customers. On the other hand the customer gets easy access to Company''s products, Company events like new product launches, display centres etc.

Participations - ACETECH (Delhi & Bengaluru & Kolkata), Green Building and Retrofits Expo Asia held in Thailand

During the year under review your Company has reached Architects, Builders, Interior Designers and General Public to show its innovative designs and products through Acetech Exhibition held at Delhi, Bengaluru and Kolkata and also through GBR EXPO Asia 2014-the 4th International Exhibition and Conference on Green Building & Retrofits held in Thailand for the Asia Market.

DIVIDEND

For the year under review, your Directors have recommended a dividend of Rs. 0.50 per equity share for the financial year ended March 31, 2014. The total outgo of dividend (inclusive of tax of Rs. 11.53 lakh) would amount to Rs. 79.40 lakh as against Rs. 238.20 lakh in the previous year. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, your Company has come out with Orient Bell Employees Stock Option Scheme - 2013 ("Scheme"). The Compensation Committee of the Board monitors and administers the Scheme in accordance with Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ("the SEBI Guidelines").

The applicable disclosures as stipulated under the SEBI Guidelines as on March 31, 2014 with regard to the Scheme are provided in Annexure ''A''.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

''Management Discussion and Analysis Report'', as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges forming part of this report, has been given under separate section in the Annual Report.

CORPORATE GOVERNANCE REPORT

Your Company has implemented the mandatory as well as certain non-mandatory requirements of Corporate Governance as per clause 49 of the Listing Agreement. A report on Corporate Governance with detailed compliance has been given under a separate section in the Annual Report. Your Company has also obtained a certificate for compliance of the provisions of Corporate Governance from the Statutory Auditors.

SUBSIDIARY COMPANY

In terms of Section 212 of the Companies Act, 1956 read with the General Circular no. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, Balance Sheet, Profit and Loss Account and other documents of its subsidiary Elit International Trading (HK) Pvt. Ltd., are not being attached with the Balance Sheet of the Company. However, the financial information of Elit International Trading (HK) Pvt. Ltd. is disclosed in the Annual Report in compliance with the said circular. The accounts and the related detailed information of subsidiary company will be made available to any shareholder on request. The annual accounts of the subsidiary company will also be kept open for inspection by any shareholder at the Corporate Office of the Company and also at the venue during the Annual General Meeting.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates, Consolidated Financial Statements are provided in the Annual Report.

PUBLIC DEPOSITS

Pursuant to Section 58A of Companies Act 1956, during the year your Company has neither invited nor accepted deposits from the public.

INFORMATION PURSUANT TO SECTION 217(1) (e)

The information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as Annexure ''B''.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 (hereafter referred to as ''the Act''), read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, forms part of this Report. However, as per the provisions of Section 219(1) (b) (iv) of the Act, the Report and Accounts are being sent to all the members excluding the statement containing the statement of particulars of employees to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy at the Corporate Office of the Company.

DIRECTORS

Mr. K. M. Pai was appointed as Non Executive-Non Independent Director of the Company effective 02.04.2012. The Board of Directors has, in its meeting held on 24.04.2014 approved the appointment of Mr. K.M. Pai as Whole Time Director of the Company for a period from 24.04.2014 to 31.03.2017. The Board of Directors recommends the appointment and remuneration of Mr K.M. Pai as Whole Time Director of the Company to be passed by the members at the ensuing Annual General Meeting.

Being longest in office, Mr. K.M. Pai will retire by rotation and being eligible, offers himself for reappointment. The Board of Directors recommends his re-appointment.

IDBI Bank has nominated Mr. Satish Chandra as its Nominee Director in place of Ms. Madhavi Kapadia w.e.f. 21.04.2014.

Mr. Mahendra K. Daga and Mr. Madhur Daga earlier appointed as Managing Director and Whole Time Director respectively not liable to retire by rotation are proposed to continue to hold their offices as such whose period of office shall be liable to determination by rotation.

To comply with the provisions of Section 149 and other applicable provisions of the Act, the Board has recommended the appointment of all the existing non executive Independent Directors as Independent Directors viz., Mr. R.N. Bansal, Mr. N.R. Srinivasan, Mr. P.M. Mathai and Mr. Dhurv M. Sawhney to hold office as per their tenure of appointment mentioned in the notice of the forthcoming Annual General Meeting of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(a) that in the preparation of annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of your Company for the year under review;

(c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1 956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the Directors had prepared the accounts for the financial year ended March 31, 2014 on a ''going concern'' basis.

AUDITORS

M/s S. R. Dinodia & Co. LLP, Chartered Accountants, New Delhi Statutory Auditors of your Company, hold office till the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a letter from M/s S.R. Dinodia & Co. LLP, confirming that their appointment, if made, would be within the limits prescribed under section 139 and 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Board of Directors recommends the re-appointment of M/s S.R. Dinodia & Co. LLP as Statutory Auditors from the conclusion of ensuing Annual General Meeting till the conclusion of 38th Annual General Meeting in accordance with the provisions of Section 139 of the Companies Act, 2013 and rules there under at such remuneration as shall be fixed by the Board of Directors of the Company.

During the year, the Company had received intimation from M/s S.R. Dinodia & Co. LLP stating that M/s S.R. Dinodia & Co. had been converted into a Limited Liability Partnership (LLP) under the provisions of the Limited Liability Partnership Act, 2008 with effect from 1 5.1 0.2013. In terms of Ministry of Corporate Affairs, Government of India, General Circular No. 9/2013 dated April 30, 2013, if a firm of Chartered Accountants, being an auditor in a Company under the Companies Act, 1956, is converted into an LLP, then such an LLP would be deemed to be the auditor of the said Company. The Board of Directors of the Company has taken due note of this change. Accordingly, the audit of the Company for financial year 2013- 14 was conducted by M/s S.R. Dinodia & Co. LLP.

AUDITORS'' REPORT

The Auditor''s Report read with notes to the accounts referred to in the Auditor Report are self- explanatory and therefore do not call for any further comments.

COST AUDITORS

During the year under review, the Board of Directors has, on recommendation of Audit Committee, and subject to Central Government approval, appointed M/s J.C. Chandra & Associates, Cost Accountants, as cost auditors of the Company for the FY 2013-14. Central Government has, confirmed the appointment of M/s J.C. Chandra & Associates.

ACKNOWLEDGEMENT

Your Directors acknowledges with gratitude and appreciation, the continued support and assistance received from banks, government authorities, customers, vendors, business associates, financial institutions and members and also wish to place on record their deep sense of appreciation for the hard work, dedication and committed services by the Company''s executives, staff and workers.

On behalf of the Board

Place: New Delhi Mahendra K. Daga Date: 29-07-2014 Chairman & Managing Director

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Mar 31, 2013

The Directors are pleased to present the 36th Annual Report and the audited accounts for the financial year ended March 31, 2013.

FINANCIAL RESULTS

(Rs. in lac) Standalone Consolidated Year ended Year ended Year ended Year ended Particulars March 31, March 31, March 31, March 31, 2013 2012 2013 2012

Gross income 62,360.00 58,661.00 62,360.00 58,661.00

Profit before interest, depreciation and taxation 6,087.59 5,201.14 6,088.46 5,210.76

Interest 2,488.45 2,182.57 2,488.46 2,193.41

Depreciation 1,855.65 1,901.75 1,855.65 1,901.75

Profit before taxation 1,743.49 1,116.82 1,744.35 1,115.61

Tax expense 760.20 (229.74) 760.47 (229.74)

Profit after tax 983.29 1,346.56 983.87 1,345.35

Earning per share (Rs.) 7.24 9.92 7.25 9.92

OPERATING RESULTS

The financial year 2012-13 was a challenging year. During the year under review 2012-13, your Company has registered a gross income of Rs. 62,360 lac as compared to Rs. 58,661 lac in the previous financial year 2011-12, an increase of about 6%. The slow growth in retail and real estate sector across India contributed to almost flat turnover. Despite the low appreciation in gross sales, the trading sales have increased by 30%. Your Company''s profit before tax has improved by 56.13% from Rs. 1,117 lac to Rs. 1,744 lac. The profit after tax has, however, reduced from Rs. 1,347 lac to Rs. 983 lac mainly due to deferred tax of Rs. 783 lac.

PERFORMANCE HIGHLIGHTS

Launch of digital tiles

During the year under review, your Company has purchased eight state-of-the- art digital printers across all its production lines in all three plants and launched its digital tile portfolio. The launch was met with considerable success. Your Company''s local and international design teams in coordination with production teams have been working hard to produce our digital collection and at the same time upgrading many products and designs.

Launch of e-slanter and e-showroom applications Your Company has launched an innovative e-slanter application, the best digital solution to virtually design walls and floors with our tiles. The e-slanter easily and effectively helps customers combine base tiles and highlighters in online or offline mode. We have also introduced improved versions of applications like e-showroom and tilesstyle.in app on iPad. These applications are helping prospective retail & professional customers choose tiles from our e-catalogue and apply those in the chosen area and virtually visualize the chosen tiled area. Your Company has aggressive plans to popularize these applications.

CUSTOMER SERvICE

Your Company has always been customer focused. During the year we made substantial progress to sharpen and deepen the focus by taking a number of measures. Some of them are:

Dedicated Customer Call centre Your Company is the first in the industry to have a professionally-managed customer service call centre to handle customer queries, handle sales lead as well as to provide free tile education to general public through our toll-free numbers. The service is branded ''Tiles Talk'' and is available on Orient brands toll-free number 1800 208 1015 and toll-free number 1800 208 5055 for the Bell brand. Anyone in the country can call and ask anything relating to buying, using, installing or maintaining tiles. If they are not satisfied with the answers or want more information, an expert calls them back.

Launch of website www.TilesTalk.com Your Company has launched www.TilesTalk.com to provide for a tile-related information portal for architects, dealers, masons and others who are connected with tiles, to form their groups or start their own blogs among others. TilesTalk application is also available on Apple stores and Google play. This 360 degree approach to provide education to prospective consumers is a first-of-its-kind initiative in the industry. It will help general consumers and experts alike. All possible questions on tiling are listed on the website and mobile apps with answers. Visitors can search for answers they need or ask their specific questions. The same interactive website is also available through application on Android phones through Google Play and on iPad through App Store.

Customer Service Tools

We have set up easy tools for customer service and engagement like SMS ''tile'' to 54242 for Orient brand and 53636 for Bell brand. Dealer locator service for anyone in the country to locate a nearby dealer by sending SMS ''Orient Locate'' or ''Bell Locate'' with pin code to 54242. Your Company has also implemented survey tools to survey visitors and customers for feedback, satisfaction or engagement. Many more initiatives for customer service and engagement are under way.

SOCIAL PRESENCE

Orient Bell Limited also has a catalogue application called TileStyles on App Store and several branded games on Google play. The Facebook page of the Company www.facebook.com/ wecoverupbeautifully has over 4.3 lac likes and millions of page view per month making it one of the top Facebook pages in the country.

There are dedicated blogs, Linkedin, Twitter, Pinterest and YouTube etc presence for both brands and the Company. YouTube channel ''orient bell limited'' and ''will it scratch my tile'' have many videos featuring Company products and comparison with competitors.

SOCIAL WELFARE

Your Company has always paid heed towards social welfare and contributing towards it as a social responsibility. Your Company helps underprivileged people, hospitals and educational institutions in cash or in kind either directly or through charitable institutions/ foundations.

PRODUCT TALk

During the year under review, your Company has filed patents for two more technologies named ''Cool tiles'' and ''Life tiles''. With this your Company has a portfolio of 4 amazing patent pending technologies including ''Forever tiles'' and ''Germ-free tiles''. With the four patent-pending technologies, Forever tiles, Germ-free tiles, Life tiles and Cool tiles, your Company has become the most innovative tile Company and the one with most patent pending technologies in the tile world. Cool tiles were devised at Orient Bell using an innovative glaze and process control method that makes the tiles an ultra cool roof and exterior surface solutions product by acquiring an unprecedented Solar Reflective Index (SRI) value of 103 as certified by Building Energy Performance Laboratory of the Center for Environmental Planning and Technology and the Indian Institute of Science. These Cool Tiles are capable of reducing a building temperature of up to 20 degrees centigrade. They also fight global warming in a major way.

''Life tiles'' is the result of an amazing technology that delivers three miraculous qualities in each tile under Sunlight or artificial UV light i) Self Cleaning, ii) Anti bacterial and iii) Smog removal; making them a clean, green and healthy all rolled into one product.

Both Cool Tiles and Life Tiles are in the process of getting registered with Indian Green Building Council (IGBC) and Green

Rating for Integrated Habitat Assessment (GRIHA) and are being launched with premium pricing under both Orient and Bell brands.

Your Company has a dedicated applied Research and Development team and has plan to continue investing in R&D to retain its leadership in innovation.

DIvIDEND

For the year under review, your Directors have recommended for consideration of the shareholders at the ensuing Annual General Meeting, a dividend of Rs. 1.50 per share (15%) for the year ended March 31, 2013. The total outgo of dividend inclusive of corporate tax on dividend thereon would amount to Rs. 238.20 lac as against Rs. 236.63 lac in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

''Management Discussion and Analysis Report'', as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges forms part of this report, has been given under separate section in the Annual Report.

CORPORATE GOvERNANCE REPORT

Your Company has implemented the mandatory as well as certain non-mandatory requirements of Corporate Governance as per clause 49 of the Listing Agreement. A report on Corporate Governance with detailed compliance has been given under a separate section in the Annual Report. Your Company has also obtained a certificate for compliance of the provisions of Corporate Governance from the Statutory Auditors.

SUBSIDIARY COMPANY

In terms of Section 212 of the Companies Act, 1956 read with the General Circular no. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Company is not required to attach the annual accounts of its subsidiary Elit International Trading (HK) Pvt. Ltd., subject to fulfillment of conditions stipulated in the said circular. Accordingly, these accounts and the related detailed information will be made available to any shareholder on request. The annual accounts of the subsidiary company will also be kept for inspection by any shareholder at the Corporate Office of your Company and also at the venue during the Annual General Meeting. However, as per the said circular issued by MCA, financial data of the subsidiary has been furnished in the consolidated financial statements forming part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting

Standard AS-23 on Accounting for Investments in Associates, Consolidated Financial Statements are provided in the Annual Report. PUBLIC DEPOSITS

Pursuant to Section 58A of Companies Act 1956, during the year your Company has neither invited nor accepted deposits from the public.

INFORMATION PURSUANT TO SECTION 217(1) (e)

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as Annexure ''A''.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 (hereafter referred to as ''the Act''), read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, forms part of this Report. However, as per the provisions of Section 219(1) (b) (iv) of the Act, the Report and Accounts are being sent to all the members excluding the statement containing the statement of particulars of employees to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy at the Corporate Office of the Company.

DIRECTORS

In accordance with the relevant provisions of Companies Act, 1956 and the Company''s Articles of Association, Mr. Dhruv M. Sawhney and Mr. N.R. Srinivasan retires by rotation and being eligible offers themselves for reappointment at the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(a) that in the preparation of annual accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of your Company for the year under review;

(c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the Directors had prepared the accounts for the financial year ended March 31, 2013 on a ''going concern'' basis.

AUDITORS

M/s S. R. Dinodia & Co, Chartered Accountants, New Delhi Statutory Auditors of your Company, retire in accordance with the provisions of the Companies Act, 1956 at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

AUDITOR''S REPORT

The Auditor''s Report read with notes to the accounts referred to in the Auditor''s Report are self- explanatory and therefore do not call for any further comments.

ACkNOWLEDGEMENT

Your Directors would like to express their sincere appreciation and gratitude to –

All the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies and the Depositories.

All the Bankers, Central and State Governments, their respective departments connected with the business of the Company for their cooperation and continued support.

The shareholders, customers, vendors, other business partners and channel partners for the trust and confidence reposed by them in the Company.

Your Directors also appreciate the hard work, competence, devoted teamwork and professionalism of the employees of the Company at all levels. The employees continue to remain the Company''s most valuable resources and their dedicated efforts and enthusiasm have been pivotal to the Company''s growth.

On behalf of the Board

Place: New Delhi Mahendra k. Daga

Date: 08th August, 2013 Chairman & Managing Director

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Mar 31, 2012

The Directors are pleased to present the 35th Annual Report and the audited accounts for the financial year ended March 31, 2012.

Financial Results

The financial performance of your Company for the year ended March 31, 2012 is summarized below:

(Rs in lacs)

Particulars Standalone Consolidated Year ended Year ended Year ended Year ended March 31, March 31, March 31, March 31, 2012 2011 2012 2011

Gross Sales and other operating Income 58,532.55 31,339.97 58,532.55 35,994.24

Profit before Interest, depreciation and taxation 5,211.98 3,320.70 5,210.76 4,579.31

Interest and Finance cost 2,193.41 901.69 2,193.41 1,650.34

Depreciation 1,901.75 977.88 1,901.75 1,258.76

Profit before taxation 1,116.82 1,441.13 1,115.61 1,670.21

Tax expense (229.74) 463.95 (229.74) 409.40

Profit after tax 1,346.56 977.20 1,345.35 1,260.81

Diluted earnings per share (Rupees) 9.92 9.28 9.91 11.97

Operating Results

The year under review was a milestone in your Company's history as Bell Ceramics Limited was amalgamated with Orient Ceramics And Industries Limited on 30.03.2012 and your Company became 'Orient Bell Limited'. Your Company's operating results further improved due to continuous thrust on product innovation and strong marketing practices. Your Company has registered a gross turnover of Rs 58,533 lacs during the financial year 2011-12 as compared with Rs 31,340 lacs in the previous financial year 2010-11 thereby marking a growth of 87%. Your Company's net profit after tax has also improved from Rs 977 lacs to Rs 1,347 lacs i.e. a growth of 37.87%. With continuous and serious efforts put in by the management team, Bell Ceramics Limited ("Bell") became profitable on a standalone basis before amalgamation. This is compared to a loss of over Rs 1,000 lacs Bell had reported in the previous few years.

New Initiatives/ Major Activities

Amalgamation

As strategically planned, the amalgamation of Bell Ceramics Limited, which was acquired and made subsidiary by your Company in 2010-11, was completed on 30.03.2012. Your Company got approvals of the Hon'ble High Court of Allahabad and the Hon'ble High Court of Gujarat on 19.12.2011 and 07.02.2012 respectively. As per the Scheme of

Amalgamation the effective date of amalgamation is 30.03.2012 whereas the appointed date is 01.01.2011 i.e. the date when the business operations of both the companies are consolidated.

Change in Name of the Company

In order to unveil the obtained synergy and reflect the integration of business of both Orient and Bell the name of your Company was changed to Orient Bell Limited with effect from 15.03.2012.

Product Talk

During the year under review your Company has launched digitally printed tiles under Brand "Orient" with great success. Based on survey and customer likes, your Company is in the process to launch more designs and sizes under Orient Brand as well as under Bell Brand.

After launching patent pending "Forever Tiles" successfully, your Company also filed patent for another product "Germ Free Tiles". This is a breakthrough innovation that eliminates practically all common disease causing bacteria from the tile surface. This technology is likely to find acceptance from home and health care segment in particular. The products under "Germ Free Tiles" will be launched in 2012-13.



Display Centres

Your Company has done and continues to invest in product display centres. At present, your Company has 5 Orient Tile Boutiques across the Country which are owned and managed by your Company. These boutiques help customers and dealers see the entire product range and also generate retail sales at the maximum retail price without competing with our own retail channel. Your Company is investing heavily in dealer boards and wall painting in all airport roads across the Country.

Apart from this, your Company has its product display in all "Home Town Stores" in Mumbai, Pune, Thane, Bangalore, Hyderabad, Gurgaon, Noida, Ahmedabad, Lucknow, Kolkata and Aurangabad and across the Country and has nearly 20 franchisee showrooms with display ranging from 500 to 2500 square feet.

The Company is planning to open more Company owned and franchisee showrooms in the coming year.

Social Presence

Your Company has a presence on social media. The facebook page of your company www.facebook.com/WeCoverUp Beautifully has over 3,20,000 'Likes' and the highest ratio of active users. It is ranked amongst the top 150 brand pages in the Country. There are many interactive features on this page including online games. The webpage has mobile games for android, iPhone and iPad.

Your Company has launched www.WeCoverUpBeautifully.com which among others has features to allow all architects, interior designers, builders and tile sellers to create their own free website. This site will subsequently have e-commerce module which is under testing phase.

A common website www.OrientBell.com was also launched during the year under review.

Expansion

Rural Bangalore plant of your Company has existing building ready for installing one more production line. Your Company plan to start work on expansion in the current financial year 2012-13 so that by the time expansion is completed, natural gas will be available in place of expensive LPG. The plant will be ready to produce inkjet printed glazed vitrified tiles of various sizes. It will have a ready market in South and with its two strong brands; your Company will be able to sell the production at good realization.

There is also land for one more expansion in Hoskote (Bangalore) and Dora (Gujarat). In Sikanderabad, there are plans to upgrade one of the production line to make higher value tiles that would result in higher sales growth.

There are also plans to install more digital printing machines in Hoskote and Sikanderanad in the financial year 2012-13.

Dividend

For the year under review, your Directors have recommended for consideration of the shareholders at the ensuing Annual General Meeting, a dividend of Rs 1.50 per share (15%) for the year ended March 31, 2012. The total outgo of dividend inclusive of corporate tax on dividend thereon would amount to Rs 236.63 lacs as against Rs 245.58 lacs in the previous year.

Management Discussion and Analysis Report

'Management Discussion and Analysis Report', as stipulated under clause 49 of the Listing Agreement with Stock Exchanges forms part of this report, has been given under separate section in the Annual Report.

CORPORATE GOVERNANCE REPORT

Your Company has implemented the mandatory as well as certain non mandatory requirements of Corporate Governance as per clause 49 of the Listing Agreement. A report on corporate governance with detailed compliance has been given under separate section in the Annual Report. Your Company has also obtained a certificate for compliance of the provisions of Corporate Governance from the Statutory Auditors.

Subsidiary Company

During the financial year 2011-12, the erstwhile subsidiary Company, Bell Ceramics Limited was amalgamated with your Company on 30.03.2012. On 17.01.2012, your Company has acquired 100% stake in Elit International Trading (HK) Pvt. Ltd., a Company incorporated in Hong Kong and made it wholly owned subsidiary company. In accordance with the general circular no. 2/2011 and 3/2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account and other documents of Elit International Trading (HK) Pvt. Ltd. are not being attached with the Annual Accounts of the Company. Copies of the Annual Accounts of Elit International Trading (HK) Pvt. Ltd. and related information will be made available on request by any shareholder. The annual accounts of the subsidiary company will also be kept for inspection by any shareholders in the Corporate Office of your Company and also at the venue during the Annual General Meeting.

Consolidated Financial Statements

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates, Consolidated Financial Statements are provided in the Annual Report.



Public Deposits

Pursuant to section 58A of Companies Act 1956, during the year your Company has neither invited nor accepted deposits from the public.

Information Pursuant To Section 217(1) (e)

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as Annexure 'A'.

Particulars Of Employees

Information as per section 217(2A) of the Companies Act, 1956 (hereafter referred to as "the Act"), read with the Companies (Particulars of employees) Rules, 1975, as amended from time to time, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to all the members excluding the statement containing the statement of particulars of employees to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy at the Corporate Office of the Company.

Directors

Mr. K.M. Pai and Mr. P.M. Mathai were appointed as Additional Directors effective 02.04.2012 and 23.04.2012 respectively and shall hold office up to the date of ensuing Annual General Meeting. Notices under section 257 of the Act, have been received from a member proposing both of them as candidates for the office of Director, liable to retire by rotation.

IDBI Bank has nominated Ms. Madhavi M. Kapadia as Nominee Director of your Company effective 06.06.2012 not liable to retire by rotation.

In accordance with the provisions of Companies Act, 1956 and the Company's Articles of Association, Mr. R. N. Bansal retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

Directors' Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of annual accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state

of affairs of your Company at the end of the financial year and of the profit or loss of your Company for the year under review;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the accounts for the financial year ended March 31, 2012 on a 'going concern' basis.

Auditors

M/s S. R. Dinodia & Co, Chartered Accountants, New Delhi

Statutory Auditors of your Company, retire in accordance with the provisions of the Companies Act, 1956 at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Auditors' Report

The Auditor's Report read with notes to the accounts referred to in the Report are self explanatory and therefore do not call for any further comments.

Acknowledgement

Your Directors thank all the shareholders, customers, vendors, other business partners, channel partners and banks for the support extended by them. We also thank the Central Government, the concerned State Governments, and other Government authorities for their support. Your Directors place on record their deep sense of appreciation for the exemplary contribution made by employees at all levels. Their dedicated efforts and enthusiasm have been pivotal to your Company's growth.

On behalf of the Board

Place: New Delhi Mahendra K. Daga

Date: 14th August, 2012 Chairman & Managing Director

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Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the 34th annual report and the audited accounts for the financial year ended march 31, 2011.

FINANCIAL RESULTS

The financial performance of the Company, for the financial year ended march 31,2011 is summarized below:

(Amount in Rupees lacs)

Particulars Year ended March Year ended March 31, 2011 31, 2010

Gross sales and other 32,096 27,187 operating Income

Profit before interest, 3,257 3,509 depreciation and taxation

interest 832 676

Depreciation 978 1,082

Profit before taxation 1,447 1,751

Tax expense 470 605

Profit after tax 977 1,146

earning per share 9.28 10.88 (Rupees)

OPERATING RESULTS

Your Company maintained its growth momentum with continuous thrust on product innovation, display and branding. Cumulative Brand recognition and wide range of product offerings in all spheres of customer segments resulted in 16% growth in terms of sales turnover making it to Rs. 31,197 lacs as compared to Rs. 26,975 lacs in previous year. during the year under review your Company’s export sales showed tremendous growth and stood at Rs. 860 lacs as compare to Rs. 67 lacs in previous year.

During the financial year under review, as a significant part of Company's marketing strategy, in shop Branding has been done over 25 retail outlets across the country simultaneously with hoarding and highway wall painting campaign. “Orient Europa” brand was promoted by way of print advertising in major Hindi, English and regional language dailies and as well as premium lifestyle magazines. the products of the Company were displayed at 11 Home town locations across the Country. Complementing these activities was the launch of industry’s first online marketing campaign via our Facebook site http://www.facebook.com/WeCoverupBeautifully

ESTABLISHMENT OF IMPORT BUSINESS UNDER "ORIENT INTERNATIONAL"

During the last quarter of Financial Year 2010-11, your Company has established & agressively entered the business of imported premium tiles, under the sub brand ‘Orient international’. Your company has already appointed distributor in north india and has finalized orders to be placed with some European Companies on an exclusive basis. Orient international is expected to become a significant growth & profitability driver in the years to come.

INORGANIC EXPANSION

During the financial year under review, your Company has, as a strategic step towards expansion of Company’s operations, acquired 68.31% stake in Bell Ceramics Ltd. (BCL) and BCL became your Company’s subsidiary w.e.f. 29th December, 2010. BCL, as a company was started in the year 1985 with an object to manufacture ceramic glazed tiles. it has two strategically located plants in Dora, Gujarat and Hozkote, Karnataka with a combined installed capacity of 144.50 lacs sq. mtrs. BCL’s equity shares are listed on Bombay and national stock exchanges.

Your Company's plant is located at north india and has considerable market share in north and east india market whereas BCL has plants in West and south india and strong market presence there at. this translates into excellent synergy for the combined business and makes the ideal platform for your Company to gain market share rapidly and profitably in the rich tile consuming geographies of south and West india via its plants and focused distribution network.

The change in management and integration of operations of both the Companies has already started showing promising prospects as is evident from the fact that BCL has registered a growth of 14% in sales to Rs. 4,682 lacs in the quarter ended 31st march, 2011 as compared to Rs. 4,119 lacs in previous year’s corresponding quarter and net profit stood at Rs. 313 lacs as compared to a loss of Rs. 236 lacs in previous year’s corresponding quarter. this is a remarkable turnaround in an extremely short period of time.

To avail the maximum benefits out of this acquisition and for strengthening leadership in the industry, in terms of the asset base, revenues, product range, production volumes and market share of the combined entity, the Board of directors of your Company has approved a scheme of amalgamation of Bell Ceramics Ltd. with the Company. this amalgamation will also result in greater efficiency in cash management & will maximize overall shareholder value.

DIVIDEND

For the year under review, your directors has recommended for consideration of the shareholders at the annual General meeting, a dividend of Rs.2/- per share (20%) for the year ended 31st march, 2011. the total outgo of dividend inclusive of corporate tax on dividend thereon would remain same as was in the previous year i.e. Rs.245.58 lacs.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

"Management discussion and analysis Report", as stipulated under clause 49 of the Listing agreement with stock exchanges forms part of this report, has been given under separate section in the annual report.

CORPORATE GOVERNANCE REPORT

The Company has implemented the mandatory as well as certain non mandatory requirements of corporate governance as per clause 49 of the Listing agreement. a report on Corporate Governance with detailed compliance is given under a separate section in this annual report. the Company has also obtained a certificate on compliance of the provisions of Corporate Governance from the statutory auditors which is reproduced at the end of Corporate Governance report as its Annexure-A.

SUBSIDIARY COMPANY

During the financial year under review, your Company has acquired 83,16,400 equity shares of face value Rs. 10/- each of Bell Ceramics Limited constituting a majority stake of 68.31% of the total paid up capital of the Bell Ceramics Ltd. making it as its subsidiary company*. in accordance with the general circular nos. 2/2011 and 3/2011 issued by the ministry of Corporate affairs, Government of india, the individual annual accounts of the subsidiary, Bell Ceramics Ltd. for the year ended 31st march, 2011, have not been attached with the Balance sheet of the Company. Copies of the annual accounts of Bell Ceramics Ltd. and related information will be made available on request. the annual accounts of the subsidiary company will also be kept for inspection by any shareholders in the Corporate Office of the Company and also at the venue during the annual General meeting.

*Out of 83,16,400 equity shares, 72,216 equity shares are pledged with IDBI Bank by the erstwhile promoters of BCL and will form part of total shareholding of your company on release of pledge as per share purchase agreement signed during acquisition with the said erstwhile promoters.

CONSOLIDATED FINANCIAL STATEMENTS

in accordance with the accounting standard AS-21 on Consolidated Financial statements read with accounting standard AS-23 on accounting for investments in associates Consolidated Financial statements are provided in the annual report.

PUBLIC DEPOSITS

Pursuant to section 58A of Companies act 1956, during the year your Company has neither invited nor accepted deposits from the public.

INFORMATION PURSUANT TO SECTION 217(1) (e)

The information pursuant to section 217(1) (e) of the Companies act, 1956 read with Companies (disclosure of Particulars in the report of Board of directors) rules, 1988 is annexed hereto as Annexure-i to this report.

PARTICULARS OF EMPLOYEES

Information as per section 217(2a) of the Companies act, 1956 (hereafter referred to as “the Act”), read with the Companies (Particulars of employees) rules, 1975, as amended from time to time, forms part of this report. However, as per the provisions of section 219(1)(b)(iv) of the act, the report and accounts are being sent to all the members excluding the statement containing the statement of particulars of employees to be provided under section 217(2a) of the act. any member interested in obtaining such particulars may inspect the same at the registered Office of the Company or write to the Company secretary for a copy at the Corporate Office of the Company.

DIRECTORS

In accordance with the provisions of Companies act, 1956 and the Company’s articles of association, Mr. N.R. Srinivasan retires by rotation and being eligible offers himself for re-appointment at the annual General meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2aa) of the Companies act, 1956 with respect to Directors’ responsibility statement, it is hereby confirmed:

(i) that in the preparation of annual accounts for the financial year ended 31st march, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the accounts for the financial year ended 31st march, 2011 on a ‘going concern’ basis.

AUDITORS

M/s S. R. Dinodia & Co, Chartered accountants, new Delhi statutory auditors of the Company, retire in accordance with the provisions of the Companies act, 1956 at the ensuing annual General meeting and being eligible, offer themselves for reappointment.

AUDITOR’S REPORT

the Auditor’s report read with notes to the accounts referred to in the Auditor’s report are self explanatory and therefore do not call for any further comments.

ACKNOWLEDGEMENT

Your directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and dealers during the financial year 31st march, 2011. Your directors wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company and our gratitude towards the shareholders for reposing faith in the management of the Company.

On behalf of the Board

Mahendra K. Daga Chairman & managing director

Place: New Delhi Date : 19th July,2011

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Mar 31, 2010

We are pleased to present the 33rd Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL PERFORMANCE

(Rs. in lacs)

For the year ended For the year ended Particulars

March 31, 2010 March 31, 2009

Gross Sales and other Income 27,206 24,018

Profit before Interest, Depreciation and Taxation 3,509 3,065

Interest 676 976

Depreciation 1,082 1,063

Profit before Taxation 1,751 1,026

Provision for Taxation - Current year 718 386

- Deferred Tax {Charge / (Release)} (126) (42)

- Fringe Benefit Tax & Wealth Tax 1 45

Income Tax adjustments for earlier years 12 0

Profit for the year 1,146 637

Earning per share (Rupees) 10.88 6.05

BUSINESS PERFORMANCE



Your Company performed very well during the financial year 2009-10. The Company recorded a growth of 13% in sales turnover to Rs. 27,206 lacs for the financial year 2009-10 (previous year Rs. 24,018 lacs) and 80% in profit after tax to Rs. 1,146 lacs for the financial year 2009-10 (previous year Rs. 637 lacs). Your Companys Earning Per Share (EPS) also grown by 80% to Rs. 10.88 for the financial year 2009-10 (previous year Rs. 6.05).

During the financial year 2009-10, the company worked on product innovation, display and branding. The Company took part in two ACETECH exhibitions organized by The Economic Times at Delhi and Mumbai. These exhibitions showcased our capabilities of product designing and helped in brand building. The High Value Products of the Company under the Brand name "Europa" & “Stiler" launched last year were successfully introduced and accounted for 8 % of total sales during the year. In November 2009, the Company started a new International Business Division with a focus on exports. It is heartening to note that within a period of four months, the Company was successful in exporting to many Countries.

DIVIDEND

For the year under review, your Directors have recommended for consideration of the members at the ensuing Annual General Meeting, a dividend of Rs. 2/- per share (20 %) for the year ended March 31, 2010. The total outgo of dividend inclusive of corporate tax on dividend thereon would amount to Rs. 245.58 lacs as against Rs. 184.79 lacs in the previous year.

PROSPECTS

The Indian Tile Industry is approximately Rs. 8,000 Crores of which the organized sector is Rs. 4,500 Crores. The Industry has been growing at a CAGR of 15 % approx for over fve years. This growth is expected to continue over next many years due to new demand in housing & commercial sector as well as refurbishing market. Versatility, designs, ease of installation and price are other factors which makes them an ideal substitute for natural material like marble, stone and wood.

Superior product design, quality and development capabilities of Orient, coupled with investment in brand building and display centres, place Orient at a position to take advantage of the growing tile market.

The Indian tile Industry is amongst 5 top tile producing Countries including China, Brazil, Spain and Italy. Tile Industry has huge potential in India as per capita consumption in India is one of the lowest in the world.

EXPANSION

Although Orient is a single location manufacturing Company, we have outsourcing arrangements with several companies in Gujarat to service the West & South India markets. However, to aggressively & profitably capture market share in the deep & rich tile consuming geographies of South & West India, your Company is aggressively exploring options to add substantial manufacturing capacity in West and / or South India by a combination of green feld project, Joint Venture with an existing company or both.

Your Company also plans to have more than 100 premium display & sale points across India with a combination of Company Owned Company Operated (COCO), Franchisee Showrooms (FS) and Shop in Shop (SIS). This will enable us to display more premium products and offer a wider choice to retail & institutional customers and realize better price for the products.



MANAGEMENT DISCUSSION AND ANALYSIS REPORT

"Management Discussion and Analysis Report, as stipulated under clause 49 of the Listing Agreement with Stock Exchanges forms part of this report, has been given under separate section in the Annual Report.

CORPORATE GOVERNANCE REPORT

The Company has implemented the mandatory as well as certain non mandatory requirements of Corporate Governance as per clause 49 of the Listing Agreement. A report on corporate governance with detailed compliance has been given under separate section in the Annual Report. The Company has also obtained a certificate for compliance of the provisions of Corporate Governance from the Statutory Auditors.

PUBLIC DEPOSITS

Pursuant to section 58A of Companies Act, 1956, during the year your Company has neither invited nor accepted deposits from the public.

HUMAN RESOURCES

The relation with the employees remained cordial during the year. The Company believes in hiring the right professional talent and rewarding performance through a well documented Performance Management System. The Company adopts progressive HR practices to attract and retain talent. Hospitalisation, life and accident policies are taken for employees benefit along with other similar initiatives. During 2009-10, the company recruited 189 new employees. The attrition rate is normal and within acceptable range.



POLLUTION AND ENVIRONMENTAL CONTROLS

Your Company has always been on the forefront of green initiatives and has accreditions under ISO14001 and OHSAS 18001.

You would be pleased to know that the Company has already received carbon credits for >21,000 tons of carbon equivalent through TUV Nord, Germany for our project “Fuel Switching & Other Measures & Utilization of Waste Heat in Industrial Complex Orient". The project is for the period 2004-2013. Another project is underway which will generate Carbon Credit through VCS (Voluntary Carbon Standard). This project involves generation of hot air in one of the spray dryer using renewable bio-mass fred system called FBCC (Fluidized Bed Combustion Chamber). With this the company is saving approx 10,600 tons of carbon emission every year. Validation has already been done by M/s Perry Johnson Registrars Clean Development Mechanism Inc. Tokyo, Japan (PJRCDM) and final project verification is under way and expected to get completed soon.

DIRECTORS

In accordance with the provisions of Companies Act, 1956 and the Companys Articles of Association, Mr. Dhruv M. Sawhney retires by rotation and being eligible offers himself for re-appointment. The Board recommends his re-appointment.

The present term of Mr. Madhur Daga as Executive Director of the Company will expire on September 30, 2010. The Remuneration Committee/ Board of Directors has, subject to the approval of the shareholders by a special resolution at the ensuing AGM and such other approvals as may be necessary in this regard, approved the re-appointment of Mr. Madhur Daga as Executive Director for a term of further three years effective October 01, 2010 and fxed his remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of annual accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

AUDITORS

M/s S. R. Dinodia & Co, Chartered Accountants, New Delhi, Statutory Auditors of the Company, retire in accordance with the provisions of the Companies Act, 1956 at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS REPORT

The Auditors Report read with notes to the accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further comments.

INFORMATION PURSUANT TO SECTION 217(1) (e)

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as Annexure A.

PARTICULARS OF EMPLOYEES

Information as per section 217(2A) of the Companies Act, 1956 (hereafter referred to as “the Act"), read with the Companies (Particulars of employees) Rules, 1975, as amended from time to time, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to all the members excluding the statement containing the statement of particulars of employees to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy at the Corporate Office of the Company.

APPRECIATION

We take this opportunity to place on record our appreciation for the contribution, support and co-operation, received from the employees, A.P. Government, Companys Bankers, associates, vendors and dealers. We also wish to place on record our gratitude towards the members for reposing faith in the management of the Company.



On behalf of the Board

Mahendra K. Daga

Chairman & Managing Director



Place: New Delhi Date: 16th July, 2010