BOARD'S REPORT To the 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. 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 Minutes 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 RESPECTABILITY 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 EVALUTION 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. 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. 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. (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. (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 HARRASSMENT 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 cooperation 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/= Rajesh Punia Managing Director (DIN No.00010289) Sd/= Savita Punia Whole Time Director (DIN No.00010311) Place: New Delhi Date: 13th August, 2015 |