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DIRECTOR'S REPORT

Oriental Trimex Ltd.

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Market Cap. (₹) 39.21 Cr. P/BV 0.50 Book Value (₹) 27.44
52 Week High/Low (₹) 16/9 FV/ML 10/1 P/E(X) 48.59
Bookclosure 24/09/2018 EPS (₹) 0.28 Div Yield (%) 0.00
Year End :2018-03 

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

Oriental’s 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

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.

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 Auditor’s 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 company’s 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 arm’s 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 arm’s 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 “Appointed 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 Company’s Shares are listed.

CORPORATE GOVERNANCE:

The Company adheres to the requirements set out by the Securities and Exchange Board of India’s 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)

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