The Directors have the pleasure of presenting before you the 29th Annual Report ofthe Company together with the Audited Financial Statements for the financial yearended 31st March 2025.
The performance during the period ended 31st March 2024 has been as under
Particulars
Year ending31st March 2025
Year ending31s1 March 2024
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
Balance Carried Forward to Balance Sheet
Oriental’s marble processing facilities are based at Gummidipoondi near Chennai,Tamilnadu-601201. Here, the company has fully integrated processing facilitiesequipped with state-of-the-art machinery, namely Gangsaws, automatic Resin Lineswith robotic feeds, imported from SEI, Italy, one of the pioneers and leaders inmanufacturing machinery for the marble industry, imported automatic Line Polishersand imported Grinding Machines. Thus, the company ensures that the marbleprocessed in its factory is comparable to the quality processed in Europe andelsewhere.
Well-known architects, significant corporations in the building and construction industry,hotels, hospitals, shopping malls, and commercial, retail and residential projects prefermarble supplied by Oriental. Oriental has procured, processed and provided marbleto the major developers, contractors, hotels and institutional buyers in the Northernregion, including the Delhi NCR; the Southern Region, Bangalore and Chennai; andthe Eastern Region, Kolkata.
The company is presently operating with its own Sales and Marketing Outlets, includinga newly constructed showroom at Greater Noida, and coming up with anothershowroom 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 PANIndia Presence.
The company has a team of qualified and experienced Marketing staff at all its locationsheaded and controlled by the senior Management.
The company’s business performance is directly related to the real-estate sector &infrastructure, which has slashed down due to sluggish product demand. The companyhas imported fresh raw materials during the financial year 2024-25 in which most ofmaterial are in transit and prefers to buy some finished materials from the domesticmarket 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 yearunder review.
MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE ENDOF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT;
There is no such material change and commitments except some futuristic statementsas discussed in Management’s 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 therewere 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 rightsissue.
The paid-up share capital of the Company have been increased from Rs. 29,40,26,090to 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 byrotation and offered himself for re-appointment at the ensuing Annual General Meeting.
Mr. Suresh Kumar Tanwar (DIN: 03490929) Independent Director of the Companyhad resigned from the Board of Directors of the Company due to personal reasonswith effect from 26 April, 2024.
Mrs. Purva Mirajkar had been appointed as Company Secretary and Compliance Officerof the Company with effect from 11th May ,2024.
Mr. Aditya Gupta (DIN: 08460431) had been re-appointed as a Non-executive IndependentDirector for a second term of consecutive five years effective from 30th May 2024.
Mr. Jitendra Surendra Gupta (DIN: 07639095), has appointed as an IndependentDirector under the category of Independent Director on 03.09.2024 and he resignedfrom directorship w.e.f. 1st March, 2025 due to personal reason.
Ms. Purva Mirajkar, Company Secretary & Compliance Officer of the Company hasresigned from the Company w.e.f 10th December, 2024 due to his personal reasons.
Ms. Pooja Somani has been appointed as Company Secretary & Compliance Officerof the Company w.e.f 18th January, 2025.
Mr. Dinesh Narang (DIN: 03098779), has been appointed as an Additional Directorunder the category of Independent Director w.e.f. 23.05.2025.
Mr. Rajesh Punia (DIN : 00010289) has been re-appointed as Managing Director forfive years w.e.f 1st January, 2026.
The Company has received a declaration from an Independent director of the companyto 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 BoardCommittees and their roles, terms of reference, etc., are included in the CorporateGovernance Report, which forms part of this Annual Report.
The Company has established a Vigil Mechanism Policy for directors and employeesto report genuine concerns pursuant to the provisions of sections 177(9) & (10) of theCompanies Act, 2013.
In pursuance of section 134 (5) of the Companies Act, 2013, the Directors herebyconfirm that:
a) In the preparation of the annual accounts, the applicable accounting standardswere followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudentto give an accurate and fair view of the state of affairs of the company at the endof 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 ofadequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the company and for preventing and detecting fraudand 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 thecompany and that such internal financial controls were adequate and wereoperating effectively.
f) The Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and
The Company has complied with the required provisions relating to statutorycompliance with regard to the affairs of the Company in all respects.
The Company has not any subsidiaries, Associates or Joint VenturesANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013, read with Rule 12 of theCompanies (Management & Administration) Rules, 2014, the Annual Return, in FormMGT -7, is available on the Company’s website at www.orientaltrimex.com and canbe accessed at https://www.orientaltrimex.com/admin/assets/investors/FORM_MGT_7.pdf
There are no reservations, qualifications, adverse remarks or disclaimers in theIndependent Auditor’s Report. The notes forming part of the accounts are self¬explanatory and do not call for further clarification under Section 134 (3) (f) of theCompanies Act, 2013.
The Board of Directors of the Company, based on the recommendation of the AuditCommittee, at their Meeting held on 31st July, 2025 recommended the appointmentof 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 consecutiveyears to hold office from the conclusion of the 29th AGM till the conclusion of the 34thAGM of the Company.
Accordingly, a resolution seeking Members’ 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 conveningthe 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 conclusionof the 29th Annual General Meeting of the Company.
Other disclosure regarding Auditor appointmentREPORTING OF FRAUDS BY AUDITORS
During the year under review, no instance of fraud has been reported by any of theAuditors of the Company under Section 143(12) of the Companies Act 2013 to theAudit Committee/ Board of Directors or the Central Government. Therefore, no detailis 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 Reportas Annexure-I
Further, pursuant to the provisions of Regulation 24A of the Listing Regulations andin accordance with Section 204 of the Act, basis recommendation of the Board, theCompany is required to appoint Secretarial Auditor, with the approval of the Membersat its AGM.
The Board of the Company has recommended the appointment of M/s. AmanKesarwani & Associates, Company Secretaries (COP 20780) as the Secretarial Auditorof 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 theCompany, to undertake Secretarial Audit as required under the Companies Act andListing Regulations.
The Secretarial Auditor has confirmed that he holds valid certificate issued by thePeer Review Board of ICSI.
The company has maintained the books of accounts pursuant to the rules made bythe central government for the maintenance of cost records under section 148(1) ofthe Companies Act 2013.
Information required under section 134(3)(m) of the Companies Act, 2013, read withRule 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 theCompanies Act 2013.
During the period under review, there were no significant and material orders passedby the regulators or Courts or Tribunals impacting the going concern status and thecompany’s operations in future.
Your Company has well-established procedures for internal control across its variouslocations, commensurate with its size and operations. The organisation is adequatelystaffed with qualified and experienced personnel for implementing and monitoring theinternal control environment.
The internal audit function is adequately resourced commensurate with the operationsof 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 theyear under review.
Your Company follows a comprehensive system of Risk Management. Your Companyhas adopted a procedure for assessment and minimization of probable risks. It ensuresthat all the risks are timely defined and mitigated in accordance with the well-structuredrisk management process.
Since your Company does not have a net worth of Rs. 500 Crore or more or turnoverof Rs 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financialyear, section 135 of the Companies Act, 2013 relating to Corporate SocialResponsibility is not applicable and hence the Company need not adopt any CorporateSocial Responsibility Policy.
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm’slength basis.
Pursuant to the provision of the Companies Act, 2013 and SEBI (Listing Obligationsand Disclosure Requirement) Regulations 2015, the Board has carried out an annualperformance evaluation of its performance, the directors individually as well as theevaluation of the working of its various Committees. The manner in which the evaluationhas been carried out is explained in the Corporate Governance Report.
The Board of Directors, on the recommendation of the Nomination & RemunerationCommittee, has approved a policy for the selection, appointment & remuneration ofDirectors, Key Managerial Personnel (KMP) and Senior Management employees ofthe 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 ManagerialPersonnel) 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 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 financialyear.
Sl.
No.
Name
Category
Ratio/Timesper Medianof EmployeeRemuneration
% Increasein
remuneration
1.
Mr. Rajesh Punia
Managing Director
20.50
NIL
2.
Mrs. Savita Punia
Whole Time Director
13.67
3.
Mr. BK Lakhanpal
Non-Executive Director
NA
4.
Mr. Dinesh Narang
Independent Director
5.
Mr. Aditya Gupta
6.
Mr. Jayant Kumar
7.
Mr. Om PrakashSharma
Chief Financial Officer
3.66
8.
Mr. Pooja Somani
Company Secretary
0.35
The Non-Executive Directors are paid only sitting fees for attending meetings of theBoard 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 otherthan the managerial personnel in the last financial year and its comparison withthe percentile increase in the managerial remuneration and justification thereofand point out if there are any exceptional circumstances for increase in themanagerial remuneration.
(v) The remuneration paid to the Directors / Key Managerial Personnel (KMP) is inaccordance with the remuneration policy of the Company.
The shares of the Company are listed on National Stock Exchange of India Limitedand BSE Limited. The Company has not paid the Annual Listing Fees for the year2025-2026 to the Stock Exchange where the Company’s Shares are listed.
The Company adheres to the requirements set out by the Securities and ExchangeBoard of India’s Corporate Governance Practices and has implemented all thestipulations prescribed. As per Schedule-V of SEBI (Listing Obligations and DisclosureRequirements) Regulation, 2015 a separate section of Corporate Governance togetherwith certificate of Statutory Auditor confirming compliance with the requirements ofcorporate governance form part of the Annual Report.
As required under Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulation, 2015, the Management Discussion and Analysis Reportis enclosed as a part of this report.
The Company is not a NBFC, Housing Companies etc., and hence Industry baseddisclosures is not required.
Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company.
Oriental aims at adopting the best practices for accomplishing competitive advantagethrough 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 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 favourable 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 calibre employees.
The Company has not appointed any woman employees from last several yearstherefore company has not constituted Internal Complaints Committee under SexualHarassment of Women in Workplace (Prevention, Prohibition & Redressed) Act, 2013.
The Board places on record its appreciation for the continued co-operation and supportextended to the Company by the Banks, Stock Exchanges, NSD and CDSL. TheBoard wishes to express its grateful appreciation for the assistance and co-operationreceived from vendors, customers, banks, financial institutions, Central and StateGovernment bodies, auditors, legal advisors, consultants, dealers, retailers and otherbusiness associates.
The Board deeply acknowledges the trust and confidence placed by the consumersof the Company and, above all, the shareholders.