Mar 31, 2025
The Directors have the pleasure of presenting before you the 29th Annual Report of
the Company together with the Audited Financial Statements for the financial year
ended 31st March 2025.
The performance during the period ended 31st March 2024 has been as under
|
Particulars |
Year ending |
Year ending |
|
Net Income |
2183.96 |
549.22 |
|
EBIDTA |
1275.73 |
(369.47) |
|
Less: Interest |
100.40 |
178.68 |
|
Less: Depreciation |
55.74 |
145.78 |
|
Profit/Loss before Tax |
1119.59 |
(693.93) |
|
Tax expenses (Deferred Tax) |
(263.06) |
(43.75) |
|
Profit/Loss After Tax |
856.53 |
(650.18) |
|
Gain/Loss Available for Appropriation |
853.21 |
(648.59) |
|
Appropriations |
||
|
- General Reserves |
0 |
0 |
|
Balance Carried Forward to Balance Sheet |
853.21 |
(648.59) |
Orientalâs marble processing facilities are based at Gummidipoondi near Chennai,
Tamilnadu-601201. Here, the company has fully integrated processing facilities
equipped with state-of-the-art machinery, namely Gangsaws, automatic Resin Lines
with robotic feeds, imported from SEI, Italy, one of the pioneers and leaders in
manufacturing machinery for the marble industry, imported automatic Line Polishers
and imported Grinding Machines. Thus, the company ensures that the marble
processed in its factory is comparable to the quality processed in Europe and
elsewhere.
Well-known architects, significant corporations in the building and construction industry,
hotels, hospitals, shopping malls, and commercial, retail and residential projects prefer
marble supplied by Oriental. Oriental has procured, processed and provided marble
to the major developers, contractors, hotels and institutional buyers in the Northern
region, including the Delhi NCR; the Southern Region, Bangalore and Chennai; and
the Eastern Region, Kolkata.
The company is presently operating with its own Sales and Marketing Outlets, including
a newly constructed showroom at Greater Noida, and coming up with another
showroom in Delhi by next year to meet the growing demand for imported Marble.
The company is the only processor and supplier of Imported Marble having a PAN
India Presence.
The company has a team of qualified and experienced Marketing staff at all its locations
headed and controlled by the senior Management.
The companyâs business performance is directly related to the real-estate sector &
infrastructure, which has slashed down due to sluggish product demand. The company
has imported fresh raw materials during the financial year 2024-25 in which most of
material are in transit and prefers to buy some finished materials from the domestic
market to meet priority orders. The revenue of the company has increased by 297.64%
in comparison to the previous year. The profit/(loss) of the company before tax is Rs.
853.21 Lacs, comparable to Rs. (648.59) lacs during the previous year.
There is no Change in the nature of the business of the Company during the year
under review.
MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END
OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT;
There is no such material change and commitments except some futuristic statements
as discussed in Managementâs discussion.
Your Directors do not recommend any dividend for the financial year under review.
TRANSFER TO RESERVE
The Board does not recommend transferring any amount to the reserve, as there
were no profits.
During the year under review there are change in share capital of the Company.
The Authorized Share Capital of the Company had been increased from Rs.
70,00,00,000/- (Rupees Seventy Crores Only) to Rs. 75,00,00,000/- (Rupees Seventy-
Five Crores Only).
During the year under review, 4,41,04,656 equity shares were allotted by way of rights
issue.
The paid-up share capital of the Company have been increased from Rs. 29,40,26,090
to Rs. 73,50,72,650.
The Board of Directors duly met seven times during the year.
Mr. Baldev Kumar Lakhanpal, Non-executive Director (DIN: 08144265), retired by
rotation and offered himself for re-appointment at the ensuing Annual General Meeting.
Mr. Suresh Kumar Tanwar (DIN: 03490929) Independent Director of the Company
had resigned from the Board of Directors of the Company due to personal reasons
with effect from 26 April, 2024.
Mrs. Purva Mirajkar had been appointed as Company Secretary and Compliance Officer
of the Company with effect from 11th May ,2024.
Mr. Aditya Gupta (DIN: 08460431) had been re-appointed as a Non-executive Independent
Director for a second term of consecutive five years effective from 30th May 2024.
Mr. Jitendra Surendra Gupta (DIN: 07639095), has appointed as an Independent
Director under the category of Independent Director on 03.09.2024 and he resigned
from directorship w.e.f. 1st March, 2025 due to personal reason.
Ms. Purva Mirajkar, Company Secretary & Compliance Officer of the Company has
resigned from the Company w.e.f 10th December, 2024 due to his personal reasons.
Ms. Pooja Somani has been appointed as Company Secretary & Compliance Officer
of the Company w.e.f 18th January, 2025.
Mr. Dinesh Narang (DIN: 03098779), has been appointed as an Additional Director
under the category of Independent Director w.e.f. 23.05.2025.
Mr. Rajesh Punia (DIN : 00010289) has been re-appointed as Managing Director for
five years w.e.f 1st January, 2026.
The Company has received a declaration from an Independent director of the company
to the effect that they are meeting the criteria of independence as provided in Sub¬
section (6) of Section 149 of the Companies Act, 2013.
The details pertaining to the composition of the Audit Committee and other Board
Committees and their roles, terms of reference, etc., are included in the Corporate
Governance Report, which forms part of this Annual Report.
The Company has established a Vigil Mechanism Policy for directors and employees
to report genuine concerns pursuant to the provisions of sections 177(9) & (10) of the
Companies Act, 2013.
In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby
confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards
were followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent
to give an accurate and fair view of the state of affairs of the company at the end
of the financial year and of the profit and loss of the company for that period;
c) The Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for
safeguarding the assets of the company and for preventing and detecting fraud
and other irregularities;
d) The Directors had prepared the annual accounts on a going concern basis, and
e) The Directors had laid down internal financial controls to be followed by the
company and that such internal financial controls were adequate and were
operating effectively.
f) The Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
The Company has complied with the required provisions relating to statutory
compliance with regard to the affairs of the Company in all respects.
The Company has not any subsidiaries, Associates or Joint Ventures
ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013, read with Rule 12 of the
Companies (Management & Administration) Rules, 2014, the Annual Return, in Form
MGT -7, is available on the Companyâs website at www.orientaltrimex.com and can
be accessed at https://www.orientaltrimex.com/admin/assets/investors/
FORM_MGT_7.pdf
There are no reservations, qualifications, adverse remarks or disclaimers in the
Independent Auditorâs Report. The notes forming part of the accounts are self¬
explanatory and do not call for further clarification under Section 134 (3) (f) of the
Companies Act, 2013.
The Board of Directors of the Company, based on the recommendation of the Audit
Committee, at their Meeting held on 31st July, 2025 recommended the appointment
of M/s. Aditya S Jain and Company, Chartered Accountants (Firm Registration No.
021994N) as Statutory Auditors of the Company for a first term of five consecutive
years to hold office from the conclusion of the 29th AGM till the conclusion of the 34th
AGM of the Company.
Accordingly, a resolution seeking Membersâ approval for the appointment of M/s. M/s.
Aditya S Jain and Company, Chartered Accountants (Firm Registration No. 021994N),
as the Statutory Auditors of the Company has been included in the Notice convening
the 29th AGM.
M/s. S. Agarwal & Co., Chartered Accountants, New Delhi (Firm Registration No.
000808N) were appointed as Statutory Auditors of the Company until the conclusion
of the 29th Annual General Meeting of the Company.
Other disclosure regarding Auditor appointment
REPORTING OF FRAUDS BY AUDITORS
During the year under review, no instance of fraud has been reported by any of the
Auditors of the Company under Section 143(12) of the Companies Act 2013 to the
Audit Committee/ Board of Directors or the Central Government. Therefore, no detail
is required to be disclosed under Section 134(3)(ca) of the Companies Act.
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act,
2013, Secretarial Audit Report as provided by M/s. Aman Kesarwani &
Associates (COP 20780), Practicing Company Secretaries is annexed to this Report
as Annexure-I
Further, pursuant to the provisions of Regulation 24A of the Listing Regulations and
in accordance with Section 204 of the Act, basis recommendation of the Board, the
Company is required to appoint Secretarial Auditor, with the approval of the Members
at its AGM.
The Board of the Company has recommended the appointment of M/s. Aman
Kesarwani & Associates, Company Secretaries (COP 20780) as the Secretarial Auditor
of the Company for a period of 5 (five) consecutive financial years i.e. from FY2025-
26 up to FY2029-30, subject to approval of the Members at the ensuing AGM of the
Company, to undertake Secretarial Audit as required under the Companies Act and
Listing Regulations.
The Secretarial Auditor has confirmed that he holds valid certificate issued by the
Peer Review Board of ICSI.
The company has maintained the books of accounts pursuant to the rules made by
the central government for the maintenance of cost records under section 148(1) of
the Companies Act 2013.
Information required under section 134(3)(m) of the Companies Act, 2013, read with
Rule 8 of the Companies (Accounts) Rules,2014, is given in Annexure-llto this report.
The Company has not accepted any deposits covered under Chapter V of the
Companies Act 2013.
During the period under review, there were no significant and material orders passed
by the regulators or Courts or Tribunals impacting the going concern status and the
companyâs operations in future.
Your Company has well-established procedures for internal control across its various
locations, commensurate with its size and operations. The organisation is adequately
staffed with qualified and experienced personnel for implementing and monitoring the
internal control environment.
The internal audit function is adequately resourced commensurate with the operations
of the company and reports to the Audit Committee of the Board.
The properties and assets of your Company are adequately insured.
The company has not given loans or guarantees or made any investments during the
year under review.
Your Company follows a comprehensive system of Risk Management. Your Company
has adopted a procedure for assessment and minimization of probable risks. It ensures
that all the risks are timely defined and mitigated in accordance with the well-structured
risk management process.
Since your Company does not have a net worth of Rs. 500 Crore or more or turnover
of Rs 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial
year, section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility is not applicable and hence the Company need not adopt any Corporate
Social Responsibility Policy.
All contracts/arrangements/transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an armâs
length basis.
Pursuant to the provision of the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirement) Regulations 2015, the Board has carried out an annual
performance evaluation of its performance, the directors individually as well as the
evaluation of the working of its various Committees. The manner in which the evaluation
has been carried out is explained in the Corporate Governance Report.
The Board of Directors, on the recommendation of the Nomination & Remuneration
Committee, has approved a policy for the selection, appointment & remuneration of
Directors, Key Managerial Personnel (KMP) and Senior Management employees of
the Company. The said policy is enclosed as a part of this report as Annexure - Ill.
The information required pursuant to Section 197(12) of the Companies Act, 2013,
read Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, in respect of Directors / Key Managerial Personnel (KMP)
and Employees of the Company is furnished hereunder:
i. the ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year &
ii. the percentage increase in remuneration of each Director, Chief Financial Officer,
Chief Executive Officer, Company Secretary or Manager, if any, in the financial
year.
|
Sl. No. |
Name |
Category |
Ratio/Times |
% Increase remuneration |
|
1. |
Mr. Rajesh Punia |
Managing Director |
20.50 |
NIL |
|
2. |
Mrs. Savita Punia |
Whole Time Director |
13.67 |
NIL |
|
3. |
Mr. BK Lakhanpal |
Non-Executive Director |
NA |
|
|
4. |
Mr. Dinesh Narang |
Independent Director |
NA |
|
|
5. |
Mr. Aditya Gupta |
Independent Director |
NA |
|
|
6. |
Mr. Jayant Kumar |
Independent Director |
NA |
|
|
7. |
Mr. Om Prakash |
Chief Financial Officer |
3.66 |
NIL |
|
8. |
Mr. Pooja Somani |
Company Secretary |
0.35 |
NIL |
The Non-Executive Directors are paid only sitting fees for attending meetings of the
Board of Directors and the Committees constituted by the Board.
(iii) The number of permanent employees on the rolls of the Company.
Sixteen (16)
(iv) Average percentile increase already made in the salaries of employees other
than the managerial personnel in the last financial year and its comparison with
the percentile increase in the managerial remuneration and justification thereof
and point out if there are any exceptional circumstances for increase in the
managerial remuneration.
NIL
(v) The remuneration paid to the Directors / Key Managerial Personnel (KMP) is in
accordance with the remuneration policy of the Company.
The shares of the Company are listed on National Stock Exchange of India Limited
and BSE Limited. The Company has not paid the Annual Listing Fees for the year
2025-2026 to the Stock Exchange where the Companyâs Shares are listed.
The Company adheres to the requirements set out by the Securities and Exchange
Board of Indiaâs Corporate Governance Practices and has implemented all the
stipulations prescribed. As per Schedule-V of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015 a separate section of Corporate Governance together
with certificate of Statutory Auditor confirming compliance with the requirements of
corporate governance form part of the Annual Report.
As required under Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015, the Management Discussion and Analysis Report
is enclosed as a part of this report.
The Company is not a NBFC, Housing Companies etc., and hence Industry based
disclosures is not required.
Your Directors are pleased to record their sincere appreciation of the contribution by
the staff at all levels in the improved performance of the Company.
Oriental aims at adopting the best practices for accomplishing competitive advantage
through people and building profits by putting people first. It endeavours to devise
strategies to attract the best talent and to ensure their retention by building trust and
encouraging loyalty in them. We believe that to build a sound and growing business in
a difficult and complex industry, employees are vital to the Company. Their skills,
knowledge, ideas and enthusiasm drive our business. We have also achieved this by
giving them development and advancement opportunities along-with competitive
compensations and benefits that appropriately reward performance. Pay revisions
and other benefits are also designed in such a way to compensate for good performance
of the employees of the company. The talent base of your company has steadily
increased and your company has created a favourable work environment which
encourages innovation and meritocracy. The Company has also set up a scalable
recruitment and human resource management process which enables us to attract
and retain high calibre employees.
The Company has not appointed any woman employees from last several years
therefore company has not constituted Internal Complaints Committee under Sexual
Harassment of Women in Workplace (Prevention, Prohibition & Redressed) Act, 2013.
The Board places on record its appreciation for the continued co-operation and support
extended to the Company by the Banks, Stock Exchanges, NSD and CDSL. The
Board wishes to express its grateful appreciation for the assistance and co-operation
received from vendors, customers, banks, financial institutions, Central and State
Government bodies, auditors, legal advisors, consultants, dealers, retailers and other
business associates.
The Board deeply acknowledges the trust and confidence placed by the consumers
of the Company and, above all, the shareholders.
Mar 31, 2024
The Directors have the pleasure of presenting before you the 28th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2024.
FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:
The performance during the period ended 31st March 2024 has been as under
(Rs. In Lakhs)
|
Particulars |
Year ending |
Year ending |
|
31st March 2024 |
31s'' March 2023 |
|
|
Net Income |
549.22 |
896.76 |
|
EBIDTA |
(369.47) |
(207.00) |
|
Less: Interest |
178.68 |
171.21 |
|
Less: Depreciation |
145.78 |
146.22 |
|
Profit/Loss before Tax |
(693.93) |
(524.43) |
|
Tax expenses (Deferred Tax) |
(43.75) |
(92.53) |
|
Profit/Loss After Tax |
(650.18) |
(431.90) |
|
Gain/Loss Available for Appropriation |
(648.59) |
(429.69) |
|
Appropriations |
||
|
- General Reserves |
0 |
0 |
|
Balance Carried Forward to Balance Sheet |
(648.59) |
(429.69) |
Orientalâs marble processing facilities are based at Gummidipoondi near Chennai, Tamilnadu-601201. Here, the company has fully integrated processing facilities equipped with state-of-the-art machinery, namely Gangsaws, automatic Resin Lines with robotic feeds, imported from SEI, Italy, one of the pioneers and leaders in manufacturing machinery for the marble industry, imported automatic Line Polishers and imported Grinding Machines. Thus, the company ensures that the marble processed in its factory is comparable to the quality processed in Europe and elsewhere.
Well-known architects, significant corporations in the building and construction industry, hotels, hospitals, shopping malls, and commercial, retail and residential projects prefer marble supplied by Oriental. Oriental has procured, processed and provided marble to the major developers, contractors, hotels and institutional buyers in the Northern region, including the Delhi NCR; the Southern Region, Bangalore and Chennai; and the Eastern Region, Kolkata.
The company is presently operating with its own Sales and Marketing Outlets, including a newly constructed showroom at Greater Noida, and coming up with anothern showroom in Delhi by next year to meet the growing demand for imported Marble. The company is the only processor and supplier of Imported Marble having a PAN India Presence.
The company has a team of qualified and experienced Marketing staff at all its locations headed and controlled by the senior Management.
The companyâs business performance is directly related to the real-estate sector & infrastructure, which has slashed down due to sluggish product demand. The company has not imported fresh raw materials during the financial year 2023-24 and prefers to buy finished materials from the domestic market to meet priority orders. The revenue of the company has declined by 38.75% in comparison to the previous year. The profit/(loss) of the company before tax is Rs. (648.59) Lacs, comparable to Rs. (429.69)lacs during the previous year.
CHANGE IN THE NATURE OF BUSINESS.
There is no Change in the nature of the business of the Company during the year under review.
MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT;
There is no such material change and commitments except some futuristic statements as discussed in Managementâs discussion.
DIVIDEND
Your Directors do not recommend any dividend for the financial year under review due to loss.
TRANSFER TO RESERVE
The Board does not recommend transferring any amount to the reserve, as there were no profits.
SHARE CAPITAL
During the year under review your there are no change in share capital of the Company except below:
The Authorized Share Capital of the Company had been increased from Rs. 70,00,00,000/- (Rupees Seventy Crores Only) to Rs. 75,00,00,000/- (Rupees Seventy-Five Crores Only).
Board of Directors of the Company have forfeited Rs.74,99,997.36, being an amount 25% of the issue price per warrant as upfront payment âWarrant Subscription Priceâ for 20,63,273 warrants which had been allotted by the Board to the allottee on 13th September, 2022.
BOARD MEETINGS
The Board of Directors duly met seven times during the year.
DIRECTOR AND KEY MANAGERIAL PERSONNEL
Mr. Savita Punia, Whole-time Director (DIN: 00010311), retired by rotation and offered himself for re-appointment at the ensuing Annual General Meeting.
Mr. Jitendra Surendra Gupta, Non-executive Independent Director of the Company, had resigned as a Non-Executive-Independent director of the Company with effect from 17th August 2023 due to personal reasons.
Mr. Jayant Kumar (DIN: 03393221), was appointed as an Independent Director w.e.f 03.09.2023.
Mr. Ravi Shankar, Company Secretary & Compliance Officer of the Company has resigned from the Company w.e.f 7th March, 2024 due to his personal reasons.
Mr. Aditya Gupta (DIN: 08460431) had been re-appointed as a Non-executive Independent Director for a second term of consecutive five years effective from 30th May 2024.
Mr. Suresh Kumar Tanwar (DIN: 03490929) Independent Director of the Company had resigned from the Board of Directors of the Company due to personal reasons with effect from 26 April, 2024.
Mrs. Purva Mirajkar had been appointed as Company Secretary and Compliance Officer of the Company with effect from 11th May ,2024.
Mr. Jitendra Surendra Gupta (DIN: 07639095), has appointed as an Additional Director under the category of Independent Director on 03.09.2024. Mr. Gupta holds office of Additional Director upto the ensuing Annual General Meeting. The proposal for his appointment as an Independent Director has been recommended by the Nomination and Remuneration Committee and the Board, the same has been included in the Notice of the Annual General Meeting for your approval.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received a declaration from an Independent directors of the company, to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.
AUDIT COMMITTEE AND OTHER BOARD COMMITTEES
The details pertaining to the composition of the Audit Committee and other Board Committees and their roles, terms of reference, etc., are included in the Corporate Governance Report, which forms part of this Annual Report.
VIGIL MECHANISM AND COMPOSITION OF AUDIT COMMITTEE
The Company has established a Vigil Mechanism Policy for directors and employees to report genuine concerns pursuant to the provisions of sections 177(9) & (10) of the Companies Act, 2013.
DIRECTORâS RESPONSIBILITY STATEMENT
In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards were followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give an accurate and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts on a going concern basis, and
e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls were adequate and were operating effectively.
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and
STATUTORY COMPLIANCE
The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.
SUBSIDIARIES, JOINT VENTURES, ASSOCIATES COMPANY
The Company has not any subsidiaries, Associates or Joint Ventures
ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management & Administration) Rules, 2014, the Annual Return, in Form MGT -7, is available on the Companyâs website at www.orientaltrimex.com and can be accessed at http://www.orientaltrimex.com/uploads/compliance-with-corporate-overnance/FORM MGT 7.pdf
STATUTORY AUDITORâS REPORT
There are no reservations, qualifications, adverse remarks or disclaimers in the Independent Auditorâs Report. The notes forming part of the accounts are selfexplanatory and do not call for further clarification under Section 134 (3) (f) of the Companies Act, 2013.
STATUTORY AUDITORâS
Members at their 24th Annual General Meeting on 30th September 2020 had appointed M/s. S. Agarwal & Co., Chartered Accountants, New Delhi (Firm Registration No. 000808N) as Independent Auditors of the Company from the conclusion of the 24th Annual General Meeting until the conclusion of the 29th Annual General Meeting of the Company. They have confirmed that they are not disqualified from continuing as Auditors of the Company.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, no instance of fraud has been reported by any of the Auditors of the Company under Section 143(12) of the Companies Act 2013 to the Audit Committee/ Board of Directors or the Central Government. Therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act.
SECRETARIAL AUDIT
M/s. Aman Kesarwani & Associates, Practicing Company Secretaries (COP No. 20780), has been appointed a secretarial auditor w.e.f. 3rd September, 2023.
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial Audit Report as provided by M/s. Aman Kesarwani & Associates (COP 20780), Practicing Company Secretaries is annexed to this Report as Annexure-I
MAINTENANCE OF COST RECORDS
The company has maintained the books of accounts pursuant to the rules made by the central government for the maintenance of cost records under section 148(1) of the Companies Act 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
Information required under section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules,2014, is given in Annexure-II to this report.
DEPOSITS
The Company has not accepted any deposits covered under Chapter V of the Companies Act 2013.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the period under review, there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the companyâs operations in future.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has well-established procedures for internal control across its various locations, commensurate with its size and operations. The organisation is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment.
The internal audit function is adequately resourced commensurate with the operations of the company and reports to the Audit Committee of the Board.
INSURANCE
The properties and assets of your Company are adequately insured. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The company has not given loans or guarantees or made any investments during the year under review.
RISK MANAGEMENT POLICY
Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimisation of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.
CORPORATE SOCIAL RESPONSIBILITY POLICY
Since your Company does not have a net worth of Rs. 500 Crore or more or turnover of Rs 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.
RELATED PARTY TRANSACTIONS:
All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on
an armâs length basis.
BOARD EVALUATION
Pursuant to the provision of the Companies Act, 2013 and SEBI (Listing Obligations Disclosure Requirement) Regulations 2015, the Board has carried out an annual performance evaluation of its performance, the directors individually as well as the evaluation of the working of its various Committees. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.
NOMINATION AND REMUNERATION POLICY
The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, has approved a policy for the selection, appointment & remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management employees of the Company. The said policy is enclosed as a part of this report as Annexure - III.
REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) AND PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Companies Act, 2013, read Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of Directors / Key Managerial Personnel (KMP) and Employees of the Company is furnished hereunder:
i. the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year &
ii. the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.
|
Sl. No. |
Name |
Category |
Ratio/Times per Median of Employee Remuneration |
% Increase in remuneration |
|
1. |
Mr. Rajesh Punia |
Managing Director |
4.61 |
NIL |
|
2. |
Mrs. Savita Punia |
Whole Time Director |
3.08 |
NIL |
|
3. |
Mr. BK Lakhanpal |
Non-Executive Director |
NA |
|
|
4. |
Mr. Vivek Seth |
Independent Director |
NA |
|
|
5. |
Mr. Aditya Gupta |
Independent Director |
NA |
|
|
6. |
Mr. Jayant Kumar |
Independent Director |
NA |
|
|
7. |
Mr. Om Prakash Sharma |
Chief Financial Officer |
3.87 |
NIL |
|
8. |
Mr. Ravi Shankar |
Company Secretary |
1.00 |
NIL |
The Non-Executive Directors are paid only sitting fees for attending meetings of the Board of Directors and the Committees constituted by the Board.
(iii) The number of permanent employees on the rolls of the Company.
Sixteen (16)
(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.
NIL
(v) The remuneration paid to the Directors / Key Managerial Personnel (KMP) is in accordance with the remuneration policy of the Company.
LISTING WITH STOCK EXCHANGES:
The shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The Company has paid the Annual Listing Fees for the year 20242025 to the Stock Exchange where the Companyâs Shares are listed.
CORPORATE GOVERNANCE:
The Company adheres to the requirements set out by the Securities and Exchange Board of Indiaâs Corporate Governance Practices and has implemented all the stipulations prescribed. As per Schedule-V of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 a separate section of Corporate Governance together with certificate of Statutory Auditor confirming compliance with the requirements of corporate governance form part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Management Discussion and Analysis Report is enclosed as a part of this report.
INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWSGOVERNING THE COMPANY
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.
PARTICULARS OF EMPLOYEES:
Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.
EMPLOYEE RELATIONS:
Oriental aims at adopting the best practices for accomplishing competitive
advantage through people and building profits by putting people first. It endeavours to devise strategies to attract the best talent and to ensure their retention by building trust and encouraging loyalty in them. We believe that to build a sound and growing business in a difficult and complex industry, employees are vital to the Company. Their skills, knowledge, ideas and enthusiasm drive our business. We have also achieved this by giving them development and advancement opportunities along-with competitive compensations and benefits that appropriately reward performance. Pay revisions and other benefits are also designed in such a way to compensate for good performance of the employees of the company. The talent base of your company has steadily increased and your company has created a favourable work environment which encourages innovation and meritocracy. The Company has also set up a scalable recruitment and human resource management process which enables us to attract and retain high calibre employees.
CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER SEXUAL HARASSMENT OF WOMEN IN WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company has not appointed any woman employees from last several years
therefore company has not constituted Internal Complaints Committee under Sexual Harassment of Women in Workplace (Prevention, Prohibition & Redressed) Act, 2013.
ACKNOWLEDGMENTS & APPRECIATIONS
The Board places on record its appreciation for the continued co-operation and support extended to the Company by the Banks, Stock Exchanges, NSD and CDSL. The Board wishes to express its grateful appreciation for the assistance and co-operation received from vendors, customers, banks, financial institutions, Central and State Government bodies, auditors, legal advisors, consultants, dealers, retailers and other business associates.
The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and, above all, the shareholders.
By order of the Board of Directors For ORIENTAL TRIMEX LIMITED
Sd/- Sd/-
Place: New Delhi Rajesh Punia Savita Punia
Date: 03.09.2024 Managing Director Whole Time Director
(DIN No.00010289) (DIN No.00010311)
Mar 31, 2018
To the Members,
The Directors have pleasure in presenting before you the 22nd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2018.
FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:
The performance during the period ended 31st March, 2018 has been as under
(Rs. In Lakhs)
|
Particulars |
Year ending 31st March 2018 |
Year ending 31st March 2017 |
|
Net Income |
5600.85 |
5910.70 |
|
EBIDTA |
356.25 |
291.75 |
|
Less: Interest |
71.54 |
40.39 |
|
Less: Depreciation |
153.41 |
161.28 |
|
Profit/Loss before Tax |
131.30 |
90.08 |
|
Tax expenses |
636.97 |
(18.21) |
|
Profit/Loss After Tax |
768.24 |
71.87 |
|
Profit/Loss Available for Appropriation |
768.24 |
71.87 |
|
Appropriations |
||
|
- General Reserves |
0.00 |
0.00 |
|
Balance Carried Forward to Balance Sheet |
768.24 |
71.87 |
Orientalâs marble processing facilities are based at Greater Noida near Delhi in National Capital Region, Gumidipoondi near Chennai and Singur, near Kolkata, in West Bengal. All the three facilities are fully integrated processing facilities equipped with state-of-the-art machineries namely Gangsaws, automatic Resin Lines with robotic feeds, imported from SEI, Italy, one of the pioneers and leaders in manufacturing machineries for the marble industry, imported automatic Line Polishers and imported Grinding Machines. Thus ensuring that the marble processed by OrientalTrimex is similar to the quality of marble processed in Europe and elsewhere.
Marble supplied by Orientalis preferred by well known architects, major corporate in the building and construction industry, hotels, hospitals, shopping malls, commercial, retail and residential projects. Orientalhas procured, processed and supplied marble to the major developers, contractors, hotels and institutional buyers in the Northern region including the Delhi NCR, Southern Region including Bangalore and Chennai and the Eastern Region including Kolkata.
Company is presently operating with its own Sales and Marketing Outlets including factories at Greater Noida, Chennai, and Kolkata for meeting growing demand of Imported Marble. Company is the only processor and supplier of Imported Marble having a PAN India Presence.
Company has its own team of qualified and experienced Marketing staff at all its locations headed and controlled by our Managing Director.
Business performance of the company is directly related with real-estate sector & infrastructure which has started reviving now, however the revenue of the company reduced by about 6% in comparison to previous year. The profit of the company before tax is Rs. 131.30 Lacs (last year Rs. 90.08 lacs). The increase in profit due to tax expenses adjustment.
The Financial Statements up to the year ended 31st March 2017 were prepared in the accounting standards notified under Companies (Accounting Standard) Rules, 2006 (as amended) and other relevant provisions of the Act. These Financial Statements are the first financial statement of the company under IND AS.
CHANGE IN THE NATURE OF BUSINESS
There is no Change in the nature of the business of the Company during the year under review.
MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT;
There is no such material change and commitment.
DIVIDEND
Your Company has earned a profit but, in view of conservation of financial resources of the Company, your Directors do not recommend any dividend for the financial year under review.
TRANSFER TO RESERVE
The Board does not recommend to transfer any amount to the reserve.
SHARE CAPITAL
During the year under review the company had allotted 1000000 equity shares to Asset Reconstruction Company (India) Limited in terms of loan restructuring package.The Company had also allotted 12700000 warrants convertible into equity shares to promoter and non-promoter investors out of which 80,00,000 warrants had been converted in to equity shares.
The authorized share capital of the company is increased from Rs.16,00,00,000 to Rs. 30,00,00,000. The paid up share capital of the company increased from Rs. 14,81,52,080 to Rs.23,81,52,080 consequent to allotment of 1000000 equity shares in terms of loan restructuring package and conversion of 8000000 warrants in to equity shares.
BOARD MEETINGS
The Board of Directors duly met seven times during the year on 29.05.2017, 14.08.2017, 14.09.2017, 14.11.2017, 07.12.2017, 12.02.2018 and 07.03.2018 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.
DIRECTOR AND KEY MANAGERIAL PERSONNEL
During the Financial Year Mr. Rajesh Punia, Managing Director DIN:00010289 retired by rotation and offered himself for re-appointment at the Annual General Meeting held on 14.09.2017.
Ms. Gunjan Gupta resigned from the position of Company Secretary & Compliance Officerw.e.f 16.06.2017and Mr. Uday Shankar Prasad had been appointed as Company Secretary & Compliance Officer of the company w.e.f 15.12.2017.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received a declaration from Mr. Rakesh Takyar, Mr. Vivek Seth and Mr. Amal Kumar Banerjee Independent directors of the company to the effect that theyare meeting the criteria of independence as provided in Sub-section (6) of Section 149 of theCompanies Act, 2013.
VIGIL MECHANISM AND COMPOSITION OF AUDIT COMMITTEE
Vigil Mechanism Policy has been established by the Company for directors and employees toreport genuine concerns pursuant to the provisions of section 177(9) & (10) of the CompaniesAct, 2013. The Audit Committee is comprised of following members.
|
Name of Director |
Designation |
Nature of Directorship |
|
Mr. Rakesh Takyar |
Chairman |
Non-Executive Independent |
|
Mr. Vivek Seth |
Member |
Non-Executive Independent |
|
Mr. Rajesh Punia |
Member |
Managing Director |
DIRECTORâS RESPONSIBILITY STATEMENT
In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are 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 and loss of the company for that period;
(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a going concern basis; and
(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
STATUTORY COMPLIANCE
The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.
SUBSIDIARIES, JOINT VENTURES, ASSOCIATES COMPANY
Oriental Trimex Limited has not any Subsidiaries, Associates or Joint Ventures
ANNUAL RETURN
The annual return of the company has been placed on company website i.ehttp://www.orientaltrimex.com/
STATUTORY AUDITORS
M/s. Mehra Wadhwa & Co., Chartered Accountants FRN 004749N was appointed as the Statutory Auditors of the Company at the 21st Annual General Meeting held on 14th September 2017 till the conclusion of 26th Annual General Meeting of the company.
INTERNAL AUDITOR
M/s. S. Nidhi & Associates (Chartered Accountants), New Delhi performs the duties of Internal Auditors of the Company and their report is reviewed by the Audit Committee from time to time.
SECRETARIAL AUDIT:
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013,Secretarial Audit Report as provided by M/s. Amit R. Dadheech & Associates(COP8952), Practicing Company Secretaries is annexed to this Report as Annexure-I
MAINTENANCE OF COST RECORDS
Company have maintained the books of accounts pursuant to the rules made by the central government for the maintenance of cost records under section 148(1) of the Companies Act, 2013.
BOARD EXPLANATIONS EVERY AUDITOR QUALIFICATION, RESERVATION OR ADVERSE REMARK
The Auditorâs Report contain following qualifications.
The company has not made adequate provision for Doubtful Receivables since the provision has been made at full value of doubtful receivables in case of certain parties and at nil value in case of other parties, according to management perception.
The Board explained that certain parties are not considered doubtful.
The company has not made adequate provision for Doubtful Advances since the provision has been made at full value of doubtful Advances in case of certain parties and at nil value in case of other parties, according to management perception.
The Board explained that certain parties are not considered doubtful.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,2014, is given inAnnexure-IIto this report.
DETAILS RELATING TO DEPOSITS:
Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies(Accounts) Rules 2014, during the financial year under review.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the period under review there were no significant and material orders passed by theregulators or Courts or Tribunals impacting the going concern status and the companyâs operationsin future.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has well established procedures for internal control across its various locations,commensurate with its size and operations. The organization is adequately staffed with qualifiedand experienced personnel for implementing and monitoring the internal control environment.
The internal audit function is adequately resourced commensurate with the operations of theCompany and reports to the Audit Committee of the Board.
INSURANCE
The properties and assets of your Company are adequately insured.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The company has not given loans, Guarantees or made any investments during the year underreview.
RISK MANAGEMENT POLICY
Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.
CORPORATE SOCIAL RESPONSIBILTY POLICY
Since your Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.
RELATED PARTY TRANSACTIONS:
All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on armâs length basis. During the year, the Company had entered into transaction of purchases and sale of the goods with related parties exceeding 10% of the total turnover of company. The purchase and sale is in the normal course of business of the company and at armâs length price. Your Directors draw attention of the members to para 13 of Auditors reports dated May 30, 2018, which set out related party disclosures.
BOARD EVALUTION
Pursuant to the provision of the Companies Act, 2013 and SEBI (Listing Obligations Disclosure Requirement) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its various Committees. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.
NOMINATION AND REMUNERATION POLICY
The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, has approved a policy for selection, appointment & remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management employees of the Company. The said policy is enclosed as a part of this report as Annexure - III.
REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) AND PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Companies Act, 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 in respect of Directors / Key Managerial Personnel (KMP) and Employees ofthe Company is furnished hereunder:
(i) the ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year &
(ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.
|
Sl. No. |
Name |
Category |
Ratio/Times per Median of employee remuneration |
% Increase in remuneration |
|
1. |
Mr. Rajesh Punia |
Managing Director |
NIL |
|
|
2. |
Mrs. Savita Punia |
Whole Time Director |
NIL |
|
|
3. |
Mr. Sunil Kumar |
Non-Executive Director |
NIL |
|
|
4. |
Mr. Vivek Seth |
Independent Director |
NIL |
|
|
5. |
Mr. Rakesh Takyar |
Independent Director |
NIL |
|
|
6. |
Mr. Om Prakash Sharma |
CFO |
2.43 |
NIL |
|
7. |
Mrs. Gunjan Gupta* |
CS |
1.20 |
NIL |
|
8. |
Mr. Uday Shankar Prasad** |
CS |
3.93 |
NIL |
*Resigned w.e.f 16.06.2017 âAppointed w.e.f 15.12.2017
The Non-Executive Directors are paid only sitting fees for attending meeting of the Boardof Directors and the Committees constituted by the Board.
(iii) The number of permanent employees on the rolls of Company.
Thirty Five
(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if there areany exceptional circumstances for increase in the managerial remuneration.
Salaries of employees remained unchanged during the financial year.
(v) The remuneration paid to the Directors / Key Managerial Personnel (KMP) is in accordance with the remuneration policy of the Company.
LISTING WITH STOCK EXCHANGES:
The shares of the Company are listed on National Stock Exchange Limited (NSE) and Bombay Stock Exchange Limited (BSE).The Company has paid the Annual Listing Fees for the year 2017-2018 to the Stock Exchange where the Companyâs Shares are listed.
CORPORATE GOVERNANCE:
The Company adheres to the requirements set out by the Securities and Exchange Board of Indiaâs Corporate Governance Practices and has implemented all the stipulations prescribed. As per Schedule-V of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015 a separate section of Corporate Governance to gether with certificate of practicing Company Secretary confirming compliance with the requirements of corporate governance formpart of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Management Discussion and Analysis Report is enclosed as a part of this report.
INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWSGOVERNING THE COMPANY
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures isnot required.
PARTICULARS OF EMPLOYEES:
Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.
None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013.
EMPLOYEE RELATIONS:
Oriental aims at adopting the best practices for accomplishing competitive advantagethrough people and building profits by putting people first. It endeavors to devisestrategies to attract the best talent and to ensure their retention by building trust andencouraging loyalty in them. We believe that to build a sound and growing business ina difficult and complex industry, employees are vital to the Company. Their skills,knowledge, ideas and enthusiasm drive our business. We have also achieved this bygiving them development and advancement opportunities along-with competitivecompensations and benefits that appropriately reward performance. Pay revisionsand other benefits are also designed in such a way to compensate for good performanceof the employees of the company. The talent base of your company has steadilyincreased and your company has created a favorable work environment whichencourages innovation and meritocracy. The Company has also set up a scalablerecruitment and human resource management process which enables us to attractand retain high caliber employees.
CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER SEXUAL HARASSMENT OF WOMEN IN WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company has not appointed any woman employees from last several year therefore company has not constituted Internal Complaints Committeeunder Sexual Harassment of Women in Workplace (Prevention, Prohibition & Redressal) Act, 2013.
ACKNOWLEDGMENTS & APPRECIATIONS
The Board places on record its appreciation for the continued co-operation and supportextended to the Company by the Banks, Stock Exchanges, NSDL,CDSL. The Board wishesto express its grateful appreciation for the assistance and co-operation received from vendors,customers, banks, financial institutions, Central and State Government bodies, auditors,legal advisors, consultants, dealers, retailers and other business associates.
The Board deeply acknowledges the trust and confidence placed by the consumers ofthe Company and, above all, the shareholders.
The Board of Directors would particularly like to place on record its appreciation forthe dedicated efforts of the employees at all levels.
By order of the Board of Directors
For ORIENTAL TRIMEX LIMITED
Sd/- Sd/-
Rajesh Punia Savita Punia
Place: New Delhi Managing Director Whole Time Director
Date: 24.08.2018 (DIN No.00010289) (DIN No.00010311)
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting before you the 19th Annual
Report of the Company together with the Audited Statements of Accounts
for the year ended 31st March, 2015.
1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:
The performance during the period ended 31st March, 2015 has been as
under
(Rs. In Lakhs)
Particulars Year ending Year ending
31st March 31st March
2015 2014
Net Income 1960.16 4831.57
EBIDTA (459.82) (309.35)
Less: Interest 475.13 1145.20
Less: Depreciation 178.92 133.38
Profit/Loss before Tax (1113.87) (1587.93)
Provisions for Tax 0.00 (249.23)
Profit/Loss After Tax (1113.87) (1338.70)
Less: Income Tax for Earlier 0.00
Years
Add: Excess Provisions for Tax 0.00 0.00
Written Back
Profit/Loss Available for (1113.87) (1338.70)
Appropriation
Appropriations 0.00
General Reserves 0.00 00.00
Balance Carried Forward to Balance (1113.87) (1338.70)
Sheet
BUSINESS PERFORMANCE AND OUTLOOK
Oriental's marble processing facilities are based at Greater Noida in
the Delhi National Capital Region, Gumidipoondi near Chennai and
Singur, near Kolkata, in West Bengal. All the three facilities are
fully integrated processing facilities equipped with state-of-the-art
machineries namely Gangsaws, automatic Resin Lines with robotic feeds,
imported from SEI, Italy, one of the pioneers and leaders in
manufacturing machineries for the marble industry, imported automatic
Line Polishers and imported Grinding Machines. Thus ensuring that the
marble processed by Oriental Trimex is similar to the quality of marble
processed in Europe and elsewhere.
Marble supplied by Oriental is preferred by well known architects,
major corporate in the building and construction industry, hotels,
hospitals, shopping malls, commercial, retail and residential projects.
Oriental has procured, processed and supplied marble to the major
developers, contractors, hotels and institutional buyers in the
Northern region including the Delhi NCR, Southern Region including
Bangalore and Chennai and the Eastern Region including Kolkata.
Company is presently operating with its own Sales and Marketing Outlets
at Greater Noida, Delhi, Bhiwari, Chennai, Bangalore and Kolkata for
meeting growing demand of Imported Marble having PAN India Presence.
Company is the only processor and supplier of Imported Marble having a
PAN India Presence. Company has its own team of qualified and
experienced Marketing staff at all its locations headed and controlled
by our Managing Director.
Business performance of the company is directly related with
real-estate sector & infrastructure. Presently the market conditions in
these sectors are very slow, hence because of sluggish market
conditions of the company could not perform well in f.y.2014-15.
However, lots of efforts are being taken by the company to improve from
the present situation of the business.
DIVIDEND
Considering the accumulated losses of the Company, the Directors are
unable to recommend any dividend for the financial year ended 31st
March 2015.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2015 was
Rs.14,81,52,080. During the year under review the company has not
issued any shares or any convertible instruments.
BOARD MEETINGS:
The Board of Directors duly met 6 (six) times on 26.05.2014,
01.08.2014, 14.08.2014, 29.09.2014, 14.11.2014 and 14.02.2015 in
respect of which meetings,proper notices were given and the proceedings
were properly recorded and signed in the Minute Book maintained for the
purpose.
KEY MANANGERIAL PERSONNEL
The period of appointment of Mr. Rajesh Punia as Managing Director and
Mrs. Savita Punia as Whole Time Director of the Company have expired
on 31.12.2015 and 31.03.2015 respectively. The Board of Director of the
Company at their meeting held on 14.02.2015 subject to the approval of
members reappointed Mr. Rajesh Punia as Managing Director and Mrs.
Savita Punia as Whole Time Director of the Company.
Mr. OM Prakash Sharma has been appointed as Chief Financial Officer of
the Company w.e.f. 29.09.2014. Mr. Anuj Kumar Giri, Company Secretary
and Compliance Officer of the Company has resigned from his position
w.e.f 20.01.2015.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received a declaration from Mr. Rakesh Takyar, Mr.
Vivek Seth, Independent directors of the company to the effect that
they are meeting the criteria of independence as provided in
Sub-section (6) of Section 149 of the Companies Act, 2013.
VIGIL MECHANISM:
Vigil Mechanism Policy has been established by the Company for
directors and employees to report genuine concerns pursuant to the
provisions of section 177(9) & (10) of the Companies Act, 2013.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act, 2013, the
Directors hereby confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are 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 and
loss of the company for that period;
(c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a going concern
basis; and
(e) The Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
STATUTORY COMPLIANCE:
The Company has complied with the required provisions relating to
statutory compliance with regard to the affairs of the Company in all
respects.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE
SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:
Oriental Trimex Limited has not any Subsidiaries / Associates/ Joint
Ventures
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as Annexure-I.
STATUTORY AUDITORS:
M/s. Ravish Agarwal & Associates, Chartered Accountants Statutory
Auditors of the company retires at the ensuing annual general meeting
and is eligible for reappointment. As required under the provisions of
Section 139 of the Companies Act, 2013, the Company has received a
written consent from the auditors to their reappointment and a
certificate to the effect that their re-appointment, if made, would be
in accordance with the Companies Act, 2013 and the rules framed there
under and that they have satisfied the criteria provided in Section 141
of the Companies Act, 2013.
The Board recommends the re-appointment of M/s. Ravish Agarwal &
Associates, Chartered Accountants, as the statutory auditors of the
Company from the conclusion of this Annual General meeting till the
conclusion of the next Annual General Meeting.
INTERNAL AUDITOR
M/s. Ninepartners Corporate Solutions Private Limited, New Delhi
performs the duties of Internal Auditors of the Company and their
report is reviewed by the Audit Committee from time to time.
SECRETARIAL AUDIT:
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the
Companies Act, 2013, Secretarial audit report as provided by Mr.
Santanu Deka (COP14720), Practicing Company Secretaries is annexed to
this Report as Annexure-II
COST AUDITOR
The Board of Directors of the company have appointed M/s Ajay Kumar
Singh & Co., Cost Accountants (FRN000386), as cost auditor of the
company subject to remuneration ratified by shareholders at the ensuing
Annual General Meeting.
AUDIT OBSERVATIONS:
Auditors' observations are suitably explained in notes to the Accounts
and are self- explanatory.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
Information required under section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in
Annexure-III to this report.
DETAILS RELATING TO DEPOSITS:
Your Company has not accepted any deposits falling within the meaning
of Sec. 73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v)
of Companies (Accounts) Rules 2014, during the financial year under
review.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the period under review there were no significant and material
orders passed by the regulators or Courts or Tribunals impacting the
going concern status and the company's operations in future.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has well established procedures for internal control
across its various locations, commensurate with its size and
operations. The organization is adequately staffed with qualified and
experienced personnel for implementing and monitoring the internal
control environment.
The internal audit function is adequately resourced commensurate with
the operations of the Company and reports to the Audit Committee of the
Board.
INSURANCE:
The properties and assets of your Company are adequately insured.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given loans, Guarantees or made any investments
during the year under review.
RISK MANAGEMENT POLICY:
Your Company follows a comprehensive system of Risk Management. Your
Company has adopted a procedure for assessment and minimization of
probable risks. It ensures that all the risks are timely defined and
mitigated in accordance with the well structured risk management
process.
CORPORATE SOCIAL RESPONSIBILTY POLICY:
Since your Company do not have the net worth of Rs. 500 Crore or more,
or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore
or more during the financial year, section 135 of the Companies Act,
2013 relating to Corporate Social Responsibility is not applicable and
hence the Company need not adopt any Corporate Social Responsibility
Policy.
RELATED PARTY TRANSACTIONS:
All contracts/arrangements/transactions entered by the Company during
the financial year with related parties were in the ordinary course of
business and on arm's length basis.During the year, the Company had not
entered into any contract/arrangement/transaction with related parties
which could be considered material in accordance with the policy of the
company on materiality of related party transactions.
Your Directors draw attention of the members to Note on Accounts 21(9)
to the Balance Sheet and Profit & Loss Account which sets out related
party disclosures.
BOARD EVALUATION
Pursuant to the provision of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual evaluation
of its own performance. The Directors expressed their satisfaction with
the evaluation process.
NOMINATION AND REMUNERATION POLICY
The Board of Directors, on the recommendation of the Nomination &
Remuneration Committee, has approved a policy for selection,
appointment & remuneration of Directors, Key Managerial Personnel (KMP)
and Senior Management employees of the Company. The said policy is
enclosed as a part of this report as Annexure - IV.
REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) AND
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of
Directors / Key Managerial Personnel (KMP) and Employees of the Company
is furnished hereunder:
(i) the ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year &
(ii) the percentage increase in remuneration of each Director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or
Manager, if any, in the financial year.
Sl. Name Category
No.
1. Mr. Rajesh Kumar Punia Managing Director
2 Mrs. Savita Punia Whole Time Director
3 Mr. Sunil Kumar Non-Executive Director
4 Mr. Vivek Seth Independent Director
5. Mr. Rakesh Takyar Independent Director
6. Mr. OM Prakash Sharma CFO
7. Mr. Anuj Kumar Giri CS
Sl. Name Ratio/Times % Increase in
No. per Median remuneration
of employee
remuneration
1. Mr. Rajesh Kumar Punia NIL
2 Mrs. Savita Punia NIL
3 Mr. Sunil Kumar NIL
4 Mr. Vivek Seth NIL
5. Mr. Rakesh Takyar NIL
6. Mr. OM Prakash Sharma NIL
7. Mr. Anuj Kumar Giri NIL
The Non-Executive Directors are paid only sitting fees for attending
meeting of the Board of Directors and the Committees constituted by the
Board.
(iii) The number of permanent employees on the rolls of Company.
Fifty Five
(iv) The explanation on the relationship between average increase in
remuneration and Company performance.
N.A.
(v) Comparison of the remuneration of the Key Managerial Personnel
against the performance of the Company.
Particulars Rs. In Lacs
Remuneration of Key Managerial Personnel (KMP)(aggregated) 64.60
Total Revenue 2281.55
Remuneration (as % of revenue) 2.83
(vi) Variations in the market capitalisation of the Company, price
earnings ratio as at the closing date of the current financial year and
previous financial year and percentage increase over decrease in the
market quotations of the shares of the Company in comparison to the
rate at which the Company came out with the last public offer in case
of listed companies, and in case of unlisted companies, the variations
in the net worth of the Company as at the close of the current
financial year and previous financial year.
Particulars As at 31st As at 31st
March,2015 March 2014
Closing rate of Share (BSE) (Rs.) 2.78 1.71
EPS ( Rs.) (7.52) (9.04)
Market Capitalization (Rs./Lacs) 411.86 253.34
Price Earning ratio 0.37 0.19
Particulars Variation
Closing rate of Share (BSE) (Rs.) 62.57%
EPS ( Rs.) (183.19%)
Market Capitalization (Rs./Lacs) 62.57%
Price Earning ratio 94.74%
(vii) average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration.
NIL
(viii) Comparison of each remuneration of the Key Managerial Personnel
against the performance of the Company.
Rs. In Lacs
Particulars MD WTD CFO CS
Remuneration 36.00 24.00 2.80 1.80
Total Revenue 2281.55 2281.55 2281.55 2281.55
Remuneration 1.58% 1.05% 0.12% 0.08%
(as % of revenue)
(ix) the key parameters for any variable component of remuneration
availed by the directors.
NIL
(x) the ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year.
NONE
(xi) The remuneration paid to the Directors / Key Managerial Personnel
(KMP) is in accordance with the remuneration policy of the Company.
LISTING WITH STOCK EXCHANGES:
The shares of the Company are listed on National Stock Exchange Limited
(NSE) and Bombay Stock Exchange Limited (BSE). The Company confirms
that it has paid the Annual Listing Fees for the year 2015-2016 to
Bombay Stock Exchange where the Company's Shares are listed.
CORPORATE GOVERNANCE:
The Company adhere to the requirements set out by the Securities and
Exchange Board of India's Corporate Governance Practices and have
implemented all the stipulations prescribed. As per clause 49 of the
Listing Agreements of the Stock Exchange a separate section of
Corporate Governance together with certificate of practicing Company
Secretary confirming compliance with the requirements of corporate
governance form part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Clause 49 of the Listing Agreements with Stock
Exchanges, the Management Discussion and Analysis Report is enclosed as
a part of this report.
INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING
THE COMPANY
The Company is not a NBFC, Housing Companies etc., and hence Industry
based disclosures is not required.
PARTICULARS OF EMPLOYEES:
Your Directors are pleased to record their sincere appreciation of the
contribution by the staff at all levels in the improved performance of
the Company.
None of the employees is drawing Rs. 5,00,000/- and above per month or
Rs.60,00,000/- and above in aggregate per annum, the limits prescribed
under Section 134 of the Companies Act, 2013.
EMPLOYEE RELATIONS:
Oriental aims at adopting the best practices for accomplishing
competitive advantage through people and building profits by putting
people first. It endeavors to devise strategies to attract the best
talent and to ensure their retention by building trust and encouraging
loyalty in them. We believe that to build a sound and growing business
in a difficult and complex industry, employees are vital to the
Company. Their skills, knowledge, ideas and enthusiasm drive our
business. We have also achieved this by giving them development and
advancement opportunities along-with competitive compensations and
benefits that appropriately reward performance. Pay revisions and other
benefits are also designed in such a way to compensate for good
performance of the employees of the company. The talent base of your
company has steadily increased and your company has created a favorable
work environment which encourages innovation and meritocracy. The
Company has also set up a scalable recruitment and human resource
management process which enables us to attract and retain high caliber
employees.
DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN IN WORKPLACE
The Company has received no complaints from any women employee during
the year regarding Sexual Harassment of Women in Workplace (Prevention,
Prohibition & Redressal) Act, 2013.
ACKNOWLEDGMENTS & APPRECIATIONS
The Board places on record its appreciation for the continued
co-operation and support extended to the Company by the Banks, Stock
Exchanges, NSDL, CDSL. The Board wishes to express its grateful
appreciation for the assistance and co operation received from vendors,
customers, banks, financial institutions, Central and State Government
bodies, auditors, legal advisors, consultants, dealers, retailers and
other business associates.
The Board deeply acknowledges the trust and confidence placed by the
consumers of the Company and, above all, the shareholders.
The Board of Directors would particularly like to place on record its
appreciation for the dedicated efforts of the employees at all levels.
By order of the Board of Directors
For ORIENTAL TRIMEX LIMITED
Place: New Delhi Sd/- Sd/-
Date: 13th August, 2015 Rajesh Punia Savita Punia
Managing Director Whole Time Director
(DIN No.00010289) (DIN No.00010311)
Mar 31, 2014
Dear Members,
The Directors have great pleasure in presenting the 18th Annual Report
together with audited statements of accounts for the Financial Year
ended 31st March 2014.
The performance of the Company for the financial year ended 31st March
2014 is summarized below:
(Rs. In Lakhs)
Particulars Year ending Year ending
31st March 2014 31st March 2013
Net Income 4831.57 5660.36
EBIDTA (309.35) (190.05)
Less: Interest 1145.20 1092.89
Less: Depreciation 133.38 135.78
Profit before Tax (1587.93) (1418.73)
Provisions for Tax (249.23) 16.67
Profit After Tax (1338.70) (1436.50)
Less: Income Tax for Earlier Years
Add: Excess Provisions for Tax
Written Back 0.00 00.00
Profit Available for Appropriation (1338.70) (1436.50)
Appropriations
* General Reserves 00.00 00.00
Balance Carried Forward to
Balance Sheet (1338.70) (1436.50)
PERFORMANCE
The Net Income of the Company for the year was Rs.48.32 Crores.,
registering a negative growth of 14.61% over the corresponding previous
year since the real-estate and housing sector has been facing a severe
slow down during past two-three years now due to which several
real-estate and housing projects were either stalled or deferred for
indefinite period. The trading activities of the Company also did not
pick up during the year due to sluggishness in the market. The
manufacturing expenses increase by around 79% due to expenses incurred
on stores and spares and repairs and maintenance of machinery.
Personnel expenses decreased by approx.20% in view of the reduction of
excess factory workers at different location due to mechanization of
manual work earlier undertaken manually. Financial expenses increased
by 5% mainly due to increase in interest rates and Bank charges by the
Banks. The strict monitoring of the administrative and selling costs
resulted in reduction of the same by around 10% during the year under
review. Due to sizeable reduction in the operations and turnover of the
Company, the loss before tax for the year is Rs. 15.89 Crores in
comparison to Rs. 14.19 Crores during the FY 2012-2013 and EPS is
negative 9.04 as compared to 9.70 for FY 2012-2013.
DIVIDEND
Considering the accumulated losses of the Company, the Directors are
unable to recommend any dividend for the financial year ended 31st
March 2014.
DIRECTORS
As per the provisions of section 149 (10) of the Companies Act, 2013,
the Independent Directors are required to be appointed for a term of 5
consecutive year and can be re- appointed for a maximum of 2 terms.
They shall not be liable to retire by rotation, accordingly resolutions
proposing appointment of Independent Directors form part of the notice
of AGM.
Mr. Vivek Ramesh Seth and Mr. Rakesh Takyar are being appointed as an
Independent Director for a period of 5 years term.
Mr. Sunil Kumar, Director retires by rotation and being eligible,
offers himself for reappointment
DIRECTORS RESPONSIBILITIES-STATEMENT
Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors
confirm:
i) That in the preparation of the annual accounts, the applicable
accounting standards had 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 are
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 that period:
iii) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) That the Directors have prepared the annual accounts for the
financial year ended 31st March 2014 on a going concern basis.
AUDITORS
The retiring auditors of the Company, M/S Ravish Agarwal & Associates,
Chartered Accountants, Noida being eligible, offer themselves for
reappointment.
The Company has received communication from the Statutory Auditors
confirming that their re-appointment, if made, would be within the
limits prescribed under the Companies Act, 2013 and they satisfy the
criteria specified in Section 141 of the Companies Act, 2013 read with
Rule 4 of Companies (Audit & Auditors) Rules 2014. Your Board is of
the opinion that continuation of Ravish Agarwal & Associates as
Statutory Auditors during Financial Year 2014-15 will be in the best
interest of the Company and therefore the members are requested to
consider their re-appointment as Statutory Auditors of the Company from
the conclusion of ensuing Annual General Meeting till next Annual
General Meeting at a remuneration as may be decided by the Board.
AUDITORS REPORT
The observations of Auditors in their reports on financials are self
explanatory and therefore do not call for any further comments.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN- EXCHANGE.
The required information under Section 217(1) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules,1988 with respect to Conservation of
Energy, Technology Absorption and Foreign Exchange is annexed as
Annexure ''A'' and forms part of this report.
PARTICULARS OF PERSONNEL AS PER SECTION 217(2A) OF THE COMPANIES, 1956
Your Directors are pleased to place on record their appreciation for
contribution made by the employees at all levels in achieving the
objectives of the Company. The information under section 217(2A) of the
Companies Act 1956 is enclosed as per Annexure ''B'' and forms part of
this report.
EMPLOYEE RELATIONS
Oriental aims at adopting the best practices for accomplishing
competitive advantage through people and building profits by putting
people first. It endeavors to devise strategies to attract the best
talent and to ensure their retention by building trust and encouraging
loyalty in them. We believe that to build a sound and growing business
in a difficult and complex industry, employees are vital to the
Company. Their skills, knowledge, ideas and enthusiasm drive our
business. We have also achieved this by giving them development and
advancement opportunities along-with competitive compensations and
benefits that appropriately reward performance. Pay revisions and other
benefits are also designed in such a way to compensate for good
performance of the employees of the company. The talent base of your
company has steadily increased and your company has created a favorable
work environment which encourages innovation and meritocracy. The
Company has also set up a scalable recruitment and human resource
management process which enables us to attract and retain high caliber
employees.
FIXED-DEPOSIT
During the year, your Company has not accepted any fixed deposit from
the public or otherwise in terms of Section 58A of the
CompaniesAct,1956 read with Companies (Acceptance of Deposits), Rules
1975.
CORPORATE GOVERNANCE
The Company adhere to the requirements set out by the Securities and
Exchange Board of India''s Corporate Governance Practices and have
implemented all the stipulations prescribed. As per clause 49 of the
Listing Agreements of the Stock Exchange a separate section of
Corporate Governance together with certificate of auditors confirming
compliance with the requirements of corporate governance form part of
the Annual Report.
LISTING OF SHARES
The shares of the Company are listed on National Stock Exchange Limited
(NSE) and Bombay Stock Exchange Limited (BSE).
ACKNOWLEDGMENTS & APPRECIATIONS
The Board places on record its appreciation for the continued
co-operation and support extended to the Company by the Banks, Stock
Exchanges, NSDL, CDSL. The Board wishes to express its grateful
appreciation for the assistance and co-operation received from vendors,
customers, banks, financial institutions, Central and State Government
bodies, auditors, legal advisors, consultants, dealers, retailers and
other business associates.
The Board deeply acknowledges the trust and confidence placed by the
consumers of the Company and, above all, the shareholders.
The Board of Directors would particularly like to place on record its
appreciation for the dedicated efforts of the employees at all levels.
By order of the Board of Directors
For ORIENTAL TRIMEX LIMITED
Sd/= Sd/=
Rajesh Punia Savita Punia
Place: New Delhi Managing Director Whole Time Director
Date: 14th August 2014 (DIN No.00010289) (DIN No.00010311)
Mar 31, 2013
To, The Members,
The Directors have great pleasure in presenting the Seventeenth Annual
Report together with audited statements of accounts for the Financial
Year ended 31st March 2013.
The performance of the Company for the financial year ended 31st March
2013, is summarized below:
(Rs. In Lakhs)
Particulars Year ending Year ending
31st March 2013 31st March 2012
Net Income 5660.36 10358.71
EBIDTA (190.05) 1233.20
Less: Interest 1092.89 1029.47
Less: Depreciation 135.78 137.46
Profit before Tax (1418.73) 66.27
Provisions for Tax 16.66 21.40
Profit After Tax (1435.39) 44.87
Less: Income Tax for Earlier Years 1.11 24.57
Add: Excess Provisions for Tax
Written Back 00.00 00.00
Profit Available for Appropriation (1436.50) 20.30
Appropriations
- General Reserves 00.00 00.00
Balance Carried Forward to Balance
Sheet (1436.50) 20.30
PERFORMANCE
The Net Income of the Company for the year was Rs.56.60 Cr.,
registering a negative growth of 45% over the corresponding previous
year since the real-estate and housing sector has been facing a severe
slow down during past two-three years now due to which several
real-estate and housing projects were either stalled or deferred for
indefinite period. The trading activities of the Company also did not
pick up during the year due to sluggishness in the market. Streamlining
of manufacturing processes resulted sharp reduction of manufacturing
expenses by around 48%. Personnel expenses decreased by approx.24% in
view of the reduction of excess factory workers in Greater Noida
Factory due to mechanization of manual work earlier undertaken
manually. Financial expenses increased by 6% mainly due to increase in
interest rates and Bank charges by the Banks. The strict monitoring of
the administrative and selling costs resulted in reduction of the same
by around 13% during the year under view. Due to sizeable reduction in
the operations and turnover of the Company, the loss before tax for the
year is Rs. 14.19 Cr. in comparison to profit of Rs. 0.66 Cr. during
the FY 2011-2012 and EPS is negative 9.70 as compared to 0.14 for FY
2011-2012.
DIVIDEND
In view of the negative growth during the year under review, the Board
of Directors have not recommended any dividend for the financial year
ended 31st March 2013.
DIRECTORS
The Board consists of executive and non-executive directors including
independent directors who have wide and varied experience in different
disciplines of corporate functioning.
In accordance with the provisions of Section 256 of the Companies Act,
1956 and Article 158 of the Article of Association of the Company, Mr.
Vivek Seth, Director of the Company, is due for retirement by rotation
at the ensuing Annual General Meeting, and being eligible, offer
himself for reappointment.
The details of Directors being recommended for reappointment as
required in Clause 49 of the Listing Agreement are contained in the
accompanying Notices convening the ensuring Annual General Meeting of
the Company. Brief resume of directors proposed to be re-appointment
and the nature of their expertise in specific functional areas are
provided in the report on Corporate Governance annexed to the Annual
Report Appropriate Resolutions(s) seeking your approval to the
reappointment of Directors are also included in the Notice.
DIRECTORS RESPONSIBILITIES-STATEMENT
Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors
confirm:
i) That in the preparation of the annual accounts, the applicable
accounting standards had 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 are
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 that period:
iii) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) That the Directors have prepared the annual accounts for the
financial year ended 31st March 2013 on a going concern basis.
AUDITORS
The Board, on the recommendation of the Audit Committee, has proposed
that M/S Ravish Agrawal & Associates, Chartered Accountants, be
re-appointed as Statutory Auditor of the Company and to hold office
till the conclusion of the next Annual General Meeting of the Company.
M/s Ravish Agrawal & Associates, Chartered Accountants have forwarded
their certificate to the Company, stating that their re-appointment,
shall be within the limit specified in that behalf in sub-section 1(b)
of Section 224 of the Companies Act, 1956. Your Directors request you
to appoint the auditor for the current year.
AUDITORS REPORT
The observations of Auditors in their reports on financials are self
explanatory and therefore do not call for any further comments.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN-EXCHANGE.
The required information under Section 217(1) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988 with respect to Conservation of
Energy, Technology Absorption and Foreign Exchange is annexed as
Annexure ''A and forms part of this report.
PARTICULARS OF PERSONNEL AS PER SECTION 217(2A) OF THE COMPANIES, 1956
Your Directors are pleased to place on record their appreciation for
contribution made by the employees at all levels in achieving the
objectives of the Company. The information under section 217(2A) of the
Companies Act 1956 is enclosed as per Annexure ''B'' and forms part of
this report.
EMPLOYEE RELATIONS
Oriental aims at adopting the best practices for accomplishing
competitive advantage through people and building profits by putting
people first. It endeavors to devise strategies to attract the best
talent and to ensure their retention by building trust and encouraging
loyalty in them. We believe that to build a sound and growing business
in a difficult and complex industry, employees are vital to the
Company. Their skills, knowledge, ideas and enthusiasm drive our
business. We have also achieved this by giving them development and
advancement opportunities along-with competitive compensations and
benefits that appropriately reward performance. Pay revisions and other
benefits are also designed in such a way to compensate for good
performance of the employees of the company. The talent base of your
company has steadily increased and your company has created a favorable
work environment which encourages innovation and meritocracy. The
Company has also set up a scalable recruitment and human resource
management process which enables us to attract and retain high caliber
employees.
FIXED-DEPOSIT
During the year, your Company has not accepted any fixed deposit from
the public or otherwise in terms of Section 58A of the Companies Act,
1956 read with Companies (Acceptance of Deposits), Rules 1975.
CORPORATE GOVERNANCE
The Company has duly complied with the Corporate Governance provisions
as stipulated under clause 49 of the Listing Agreements and as required
report on Corporate Governance, certificate of auditors confirming
compliance with the requirements of corporate governance form part of
the Annual Report. In accordance with the Listing Agreement
requirements, the Management Discussions and Analysis report and
CEO/CFO Certificate on discharge of finance function is presented in a
separate section forming part of the Annual Report.
LISTING OF SHARES
The shares of the Company are listed on National Stock Exchange Limited
(NSE) and Bombay Stock Exchange Limited (BSE). The Listing fee for
2012-13 has already been paid to the credit of both the stock
exchanges.
ACKNOWLEDGMENTS & APPRECIATIONS
The Board places on record its appreciation for the continued
co-operation and support extended to the Company by the Banks, Stock
Exchanges, NSDL, CDSL. The Board wishes to express its grateful
appreciation for the assistance and co- operation received from
vendors, customers, banks, financial institutions, Central and State
Government bodies, auditors, legal advisors, consultants, dealers,
retailers and other business associates.
The Board deeply acknowledges the trust and confidence placed by the
consumers of the Company and, above all, the shareholders.
The Board of Directors would particularly like to place on record its
appreciation for the dedicated efforts of the employees at all levels.
For & on behalf of the Board of
Oriental Trimex Limited
Sd/-
Place: New Delhi Rajesh Punia
Date: 14th August, 2013 (Managing Director)
(DIN No.00010289)
Mar 31, 2012
The Directors have great pleasure in presenting the Sixteenth Annual
Report together with audited statements of accounts for the Financial
Year ended 31st March 2012.
The performance of the Company for the financial year ended 31st March
2012, is summarized below:
(Rs. In Lakhs)
Particulars Year ending Year ending
31st March 2012 31st March 2011
Net Income 10358.71 14223.59
EBIDTA 1233.20 1428.23
Less: Interest 1029.47 827.77
Less: Depreciation 137.46 132.49
Profit before Tax 66.27 467.97
Provisions for Tax 21.40 160.42
Profit After Tax 44.87 307.55
Less: Income Tax for Earlier Years 24.57 4.10
Add: Excess Provisions for Tax
Written Back 00.00 0.00
Profit Available for Appropriation 20.30 303.45
Appropriations
- General Reserves 00.00 250
Balance Carried Forward to Balance Sheet 20.30 53.45
PERFORMANCE
The Net Income of the Company for the year was Rs. 10358.71 lakhs,
registering a negative growth of 27% over the corresponding previous
year since the real-estate and housing sector has been facing a severe
slow down during past two- three years now due to which several
real-estate and housing projects were either stalled or deferred for
indefinite period. The trading activities of the Company also did not
pick up during the year due to sluggishness in the market. Streamlining
of manufacturing processes resulted sharp reduction of manufacturing
expenses by around 46%. Personnel expenses decreased by approx.5% in
view of the reduction of excess factory workers in Greater Noida
Factory due to mechanization of manual work earlier undertaken
manually. Financial expenses increased by 24% mainly due to increase in
interest rates and Bank charges by the Banks. The strict monitoring of
the administrative and selling costs resulted in reduction of the same
by around 20% during the year under view. Due to sizeable reduction in
the operations and turnover of the Company, the profit before tax for
the year decreased by 86% and Net Profit & EPS decreased by 93%.
DIVIDEND
In view of the ongoing expansion program of the Company during the year
under review, the Board of Directors have not recommended any dividend
for the financial year ended 31st March 2012.
DIRECTORS
The Board consists of executive and non-executive directors including
independent directors who have wide and varied experience in different
disciplines of corporate functioning.
In accordance with the provisions of Section 256 of the Companies Act,
1956 and Article 158 of the Article of Association of the Company, Mr.
Sunil Kumar and Mr.Rakesh Takyar, Directors of the Company, are due for
retirement by rotation at the ensuing Annual General Meeting, and being
eligible, offer them-selves for reappointment.
Brief resume of directors proposed to be re-appointment and the nature
of their expertise in specific functional areas are provided in the
report on Corporate Governance annexed to the Annual Report Appropriate
Resolutions(s) seeking your approval to the reappointment of Directors
are also included in the Notice.
DIRECTORS RESPONSIBILITIES-STATEMENT
Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors
confirm:
i) That in the preparation of the annual accounts, the applicable
accounting standards had 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 are
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 that period:
iii) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) That the Directors have prepared the annual accounts for the
financial year ended 31st March 2012 on a going concern basis.
AUDITORS
The Board, on the recommendation of the Audit Committee, has proposed
that M/S Ravish Agrawal & Associates, Chartered Accountants, be
re-appointed as Statutory Auditor of the Company and to hold office
till the conclusion of the next Annual General Meeting of the Company.
M/s Ravish Agrawal & Associates, Chartered Accountants have forwarded
their certificate to the Company, stating that their re-appointment,
shall be within the limit specified in that behalf in sub-section 1(b)
of Section 224 of the Companies Act, 1956. Your Directors request you
to appoint the auditor for the current year.
AUDITORS REPORT
The observations of Auditors in their reports on financials are self
explanatory and therefore do not call for any further comments.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN-EXCHANGE.
The required information under Section 217(1) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules,1988 with respect to Conservation of
Energy, Technology Absorption and Foreign Exchange is annexed as
Annexure ÃA' and forms part of this report.
PARTICULARS OF PERSONNEL AS PER SECTION 217(2A) OF THE COMPANIES, 1956
Your Directors are pleased to place on record their appreciation for
contribution made by the employees at all levels in achieving the
objectives of the Company. The information under section 217(2A) of the
Companies Act 1956 is enclosed as per Annexure ÃB' and forms part of
this report.
EMPLOYEE RELATIONS
Oriental aims at adopting the best practices for accomplishing
competitive advantage through people and building profits by putting
people first. It endeavors to devise strategies to attract the best
talent and to ensure their retention by building trust and encouraging
loyalty in them. We believe that to build a sound and growing business
in a difficult and complex industry, employees are vital to the
Company. Their skills, knowledge, ideas and enthusiasm drive our
business. We have also achieved this by giving them development and
advancement opportunities along-with competitive compensations and
benefits that appropriately reward performance. Pay revisions and other
benefits are also designed in such a way to compensate for good
performance of the employees of the company. The talent base of your
company has steadily increased and your company has created a favorable
work environment which encourages innovation and meritocracy. The
Company has also set up a scalable recruitment and human resource
management process which enables us to attract and retain high caliber
employees.
FIXED-DEPOSIT
During the year, your Company has not accepted any fixed deposit from
the public or otherwise in terms of Section 58A of the Companies
Act,1956 read with Companies (Acceptance of Deposits), Rules 1975.
CORPORATE GOVERNANCE
The Company has duly complied with the Corporate Governance provisions
as stipulated under clause 49 of the Listing Agreements and as required
report on Corporate Governance, certificate of auditors confirming
compliance with the requirements of corporate governance form part of
the Annual Report. In accordance with the Listing Agreement
requirements, the Management Discussions and Analysis report and
CEO/CFO Certificate on discharge of finance function is presented in a
separate section forming part of the Annual Report.
LISTING OF SHARES
The shares of the Company are listed on National Stock Exchange Limited
(NSE) and Bombay Stock Exchange Limited (BSE). The Listing fee for
2012-13 has already been paid to the credit of both the stock
exchanges.
ACKNOWLEDGMENTS & APPRECIATIONS
The Board places on record its appreciation for the continued
co-operation and support extended to the Company by the Banks, Stock
Exchanges, NSDL, CDSL. The Board wishes to express its grateful
appreciation for the assistance and co-operation received from
vendors, customers, banks, financial institutions, Central and State
Government bodies, auditors, legal advisors, consultants, dealers,
retailers and other business associates.
The Board deeply acknowledges the trust and confidence placed by the
consumers of the Company and, above all, the shareholders.
The Board of Directors would particularly like to place on record its
appreciation for the dedicated efforts of the employees at all levels.
For & on behalf of the Board of
Oriental Trimex Limited
Sd/-
Rajesh Punia
(Managing Director)
(DIN No.00010289)
Place: New Delhi
Date : 20th July, 2012
Mar 31, 2010
The Directors have great pleasure in presenting the 14th Annual Report
together with audited statements of accounts for the Financial Year
ended 31st March 2010.
The performance of the Company for the financial year ended 31st March
2010, is summarized below:
(Rs In Lakhs)
Particulars Year ending Year ending
31st March 2010 31st March 2009
Net Income 13205.64 11111.80
EBIDTA 1328.99 953.25
Less: Interest 768.37 576.66
Less: Depreciation 128.65 60.21
Profit before Tax 431.97 316.37
Provisions for Tax 161.91 79.04
Profit After Tax 270.06 237.33
Less: Income Tax for Earlier Years 7.40 00.00
Add: Excess Provisions for Tax Written Back 00.00 19.06
Profit Available for Appropriation 262.66 256.39
Appropriations
- General Reserves 250.00 00.00
Balance Carried Forward to Balance Sheet 12.65 256.39
PERFORMANCE
The Net Income of the Company for the year was ` 13205.65 lakhs,
registering a growth of 19% over the corresponding previous year. The
company focused on the manufacturing activities thus reducing the
trading by approx 76%. The streamlining of manufacturing processes
resulted in reduction of manufacturing expenses by around 13%. The
profit before tax for the year under review increased by 37% and Net
Profit increased by 14%.
The Company initiated the process of setting up the exclusive
Franchisees with registered brand name "Rare Earth" in the state of
Haryana and Punjab and the Franchisees have become operational at
Amritsar, Nawanshahr, Jalandhar and Panchkula. These franchisees are
marketing exclusively the natural and engineered marble with brand
"Marbre Oriental". The Company plans to expand the franchisees model on
pan India basis by setting up around 50 such outlets in next two years.
Initial Public Offer and IPO Fund Utilization
In order to finance the expansion program of the Company, the Company
come out with an Initial Public Offer in February 2007 and raised `
4469.70 lakhs. The Expansion program of the Company has been completed
in toto. The utilization of the IPO proceeds as on 31st March 2010 is
as follows:
Rs in Lakhs
Funds Received through IPO proceeds 4469.70
Utilization
Issue Expenses 416.16
General Corporate Purposes 545.49
Purchase of Land 1235.85
Construction of Building 876.90
Purchase of Plant & Machinery 803.38
Electric Installation 87.32
Long Term Working Capital 637.93
Total 4603.03
Through Internal Accruals 133.33
Balance of unutilized funds has been temporarily invested in Bank fixed
deposits/IPO Escrow Account with J & K Bank Ltd,
DIVIDEND
In view of the ongoing expansion program of the Company during the year
under review, the Board of Directors have not recommended any dividend
for the financial year ended 31st March 2010.
EXPANSION PROGRAMME
The Companys expansion program, conceptualized in 2005 and initiated
in 2007-08 has been successfully completed. The capacity of Greater
Noida unit has been increased to 25200 MTPA. A Marble Processing Unit
have been set up at Gumidipoondi near Chennai in the state of Tamilnadu
with production capacity of 12600 MTPA. Another state of art Marble
processing unit with processing capacity of 12600 MTPA has been
successfully commissioned in Singur district of West Bengal. All the
units are equipped with latest state of art resin filling and polishing
imported machinery. The marketing outlet spread in an area of over
75000 Sq. ft. has been made operational at Greater Noida which caters
to the cliental of National Capital Region. The requisite machines for
the mining activities have been acquired as envisaged in the expansion
program. The output from the units set up in the expansion program
would start giving results from the financial year 2010-11.
DIRECTORS
The Board consists of executive and non-executive directors including
independent directors who have wide and varied experience in different
disciplines of corporate functioning. Mr. M.C. Mehta non executive
independent director has resigned form the office of the director as
well as membership of the various committees w.e.f. 18th January 2010
due to some personal pre-occupation. Your directors place on record
their appreciation for the valuable services rendered by Mr. Mehta in
the capacity of director of the company.
Prof. Arvind Basu was appointed as additional director by the board
w.e.f. 1st July 2010 in the category of non executive independent
director and to comply with the requirement of Clause 49 of the Listing
Agreement. The company has received a notice in writing from the member
signifying his candidature for the office of the director of the
company. Prof. Arvind Basu is a non executive independent director and
the Board recommend for his appointment.
In accordance with the provisions of Section 256 of the Companies Act,
1956 and Article 158 of the Article of Association of the Company, Mr.
Sunil Kumar and Mr. Rakesh Takyar, directors of the Company, are due
for retirement by rotation at the ensuing Annual General Meeting, and
being eligible, offer themselves for reappointment.
Brief resume of directors proposed to be re-appointment and the nature
of their expertise in specific functional areas are provided in the
report on Corporate Governance annexed to the Annual Report.
DIRECTORS RESPONSIBILITIES-STATEMENT
Pursuant to section 217(2) of the Companies Act, 1956, your Directors
confirm:
i) That in the preparation of the annual accounts, the applicable
accounting standards had 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 are
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 that period:
iii) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) That the Directors have prepared the annual accounts for the
financial year ended 31st March 2010 on a going concern basis.
AUDITORS
The Board, on the recommendation of the Audit Committee, has proposed
that M/S Mehra Wadhwa & Co., Chartered Accountants, New Delhi, be
re-appointed as Statutory Auditor of the Company and to hold office
till the conclusion of the next Annual General Meeting of the Company.
M/S Mehra Wadhwa & Co., Chartered Accountants, New Delhi, have
forwarded their certificate to the Company, stating their
re-appointment, if made, will be within the limit specified in that
behalf in sub-section 1(b) of Section 224 of the Companies Act, 1956.
Your Directors request you to appoint the auditor for the current year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN-EXCHANGE
The required information under Section 217(1) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules,1988 with respect to Conservation of
Energy, Technology Absorption and Foreign Exchange is annexed as
Annexure A and forms part of this report.
PARTICULARS AS PER SECTION 217 OF THE COMPANIES, 1956
The Industrial relation throughout the year was smooth. Your Directors
are pleased to place on record their appreciation for contribution made
by the employees at all levels in achieving the objectives of the
Company. The information under section 217(2A) of the Companies Act
1956 is enclosed as per Annexure B and forms part of this report.
FIXED-DEPOSIT
The Company has not accepted any fixed deposit from the public.
CORPORATE GOVERNANCE
The Company fully adheres to the standards set out by the Securities
and Exchange Board of Indias Corporate Governance practices and has
implemented all its stipulations. The Certificate issued by Company
Secretary in Practice dated 20th August 2010 in terms of clause 49 of
the Stock Exchange(s) Listing Agreement is annexed as Annexure C to
and forms part of Directors Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis on matters related to business
performance, as stipulated in Clause 49 of the Listing Agreement with
the stock exchanges, is given in a separate statement which forms part
of the Annual Report.
ACKNOWLEDGMENTS
Your Directors express their grateful appreciation for the assistance
and co-operation received from the Bankers of the Company, government
authorities and also thanks the shareholders for the confidence reposed
by them in the Company and look forward to their valuable support for
the future plans of the Company.
Directors also thank its employees, customers, stockiest, retail
traders for their continued patronage of the Companys products.
For & On behalf of the Board
of Oriental Trimex Limited
Sd/-
Rajesh Punia
(Managing Director)
(DIN NO.00010289)
Date : August 25, 2010
Place: New Delhi
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