Orient Tradelink Ltd Directors Report.

To,

The Members,

ORIENT TRADELINK LIMITED

Dear Members,

Your Directors have pleasure in presenting you the 27th Annual Report together with the audited statement of Accounts of the Company for the financial year ended 31st March, 2021.

1. FINANCIAL RESULTS:

(In INR)

PARTICULARS 2020-21 2019-20
Revenue from operation 9,86,07,062 11,29,79,509
Other income 85,81,390 93,090
Total Revenue 10,71,88,452 11,30,72,599
Total Expenses 9,60,97,447 11,13,23,226
Profit before tax 1,10,91,005 17,49,373
Less: Current tax 20,76,236 (2,72,902)
Less/Add: Deferred Tax (Net) 18,30,207 29,56,905
Profit after tax 71,84,562 44,33,376

2. RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS:

• The revenue generated from operations amounted to INR 9,86,07,062/- (Rupee Nine Crores Eighty Six Lakh Seven Thousand and Sixty Two) in F.Y. 2020-21 as compared to F.Y. 2019-20, in which revenue generated was amounted to INR 11,29,79,509/- (Rupee Eleven Crores Twenty Nine Lakh Seventy Nine Thousand Five Hundred and Nine)

• Net profit after tax is INR 71,84,562/- (Rupee Seventy One Lakh Eighty Four Thousand Five Hundred and Sixty Two) in F.Y. 2020-21 in Comparison to INR 44,33,376/- (Rupee Forty Four Lakh Thirty Three Thousand Three Hundred and Seventy Six) in F.Y. 2019-20.

3. CHANGE IN THE NATURE OF BUSINESS:

There was no Changes in the nature of business of the Company during the current financial year.

4. SHARE CAPITAL:

The Authorized Share Capital of the Company is INR 12,00,00,000/- (Rupee Twelve Crore). During the year under review, there was no change in the Companys issued, subscribed and paid-up equity share capital. On March 31, 2021, the paid-up capital stood at INR 10,96,50,000/- (Rupee Ten Crore Ninety Six Lakh Fifty Thousand) divided into 5,48,25,000 (Five Crore Forty Eight Lakh Twenty Five Thousand) Equity Shares of Rs. 2/- (Rupee Two) each.

The Board of Directors of the Company in their meeting held on 31st August, 2020 considered and approved the Consolidation of 5 (Five) Equity Share of the Company having a face value of INR 2/- (Rupees Two only) each into 1 (One) Equity Shares of face value of Rs.10/- (Rupees Ten only).

5. DIVIDEND:

The Board of Directors has not recommended any dividend for the financial year ended on March 31, 2021.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no outstanding unclaimed/unpaid dividend as on 31st March 2021.

7. TRANSFER TO RESERVES:

During the current year, the company has transferred INR 71,84,562/- (Rupee Seventy One Lakh Eighty Four Thousand Five Hundred and Sixty Two) into the General Reserve of the Company and the closing balance of General Reserve as on 31st March 2021 stands INR -1,42,56,732/- (Rupee One Crore Forty Two Lakh Fifty Six Thousand Seven Hundred and Thirty Two)

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

The impact of COVID-19 on the Companys financial statements has been given in Note No. 2 of the Notes to financial statements for the year ended March 31, 2021. Based on the Company assessment, no material impact has been noted. Considering that it is a dynamic and evolving situation, the management will continue to closely monitor and evaluate the impact of any material change in macro-economic and other related factors which may have bearing on the companys operations.

9. DEPOSITS:

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet for the F.Y.2020-21.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees and investments, wherever required, have been disclosed in the financial statements, which also form part of this report.

11. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable on the Company.

12. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under sub-section (3)(m) of section 134 of the Companies Act, 2014 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at Annexure I.

As on March 31, 2021 the Board of Directors of the Company is comprised of following directors:

NAME OF DIRECTORS Category
Mr. Aushim Khetarpal Managing Director
Mr. Mahesh Kumar Verma Non-Executive & Independent Director
Mr. Balakrishna Rama Rao Maddur Non-Executive & Independent Director
Mr. Sunny Panwar Non-Executive - Independent Director
Ms. Rachna Narula Non-Executive - Non Independent Director

14. NUMBER OF MEETINGS OF THE BOARD:

During the year the Board met 8 (Eight) times to deliberate on various matters on 15/07/2020, 13/07/2020, 13/08/2020, 15/09/2020, 12/11/2020, 19/12/2020, 11/02/2021, and 05/03/2021. The maximum interval between any two meetings did not exceed 120 days.

Name of the Director No of board Meetings held during the year and Director entitles to attend. No. of Meetings attended during the year
1 Mr. Aushim Khetarpal 8 8
2 Mr. Mahesh Kumar Verma 8 8
3 Mr. Balakrishna Maddur Rama Rao 8 8
4 Mr. Anish Vinodchandra Shah (Resigned w.e.f. 22/02/2021) 7 7
5 Ms. Rachna Narula (Appointed w.e.f. 19/12/2020) 3 3
6 Mr. Sunny Panwar (Appointed w.e.f. 05/03/2021) 1 1

15. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee constituted by the Board of Directors have laid down the following policies:

a. Criteria for nomination as Director, Key Managerial Personnel and Independence of a Director:

b. Criteria for determining Remuneration of Directors, Key Managerial Personnel and Senior Management Other Employees of the Company.

c. Evaluation of performance of the members of the Board, Key Managerial Personnel.

The following directors are the members of the Nomination and Remuneration Committee:

Mr. Mahesh Kumar Verma - Chairman
Mr. Balakrishna Maddur Rama Rao - Member
Mr. Mr. Sunny Panwar - Member

4 meetings of the Nomination and Remuneration Committee were held during the year. The dates on which the said meetings were held: 31/08/2020, 19/12/2020, 11/02/2021, and 05/03/2021. The attendance details of the Nomination and Remuneration Committee meetings are as follows:

NAMES OF DIRECTORS DESIGNATION NO. OF MEETINGS ATTENDED
Mr. Mahesh Kumar Verma Non-Executive & Independent Director 4
Mr. Balakrishna Maddur Rama Rao Non-Executive & Independent Director 4
Mr. Anish Vinodchandra Shah (Resigned w.e.f. 22/02/2021) Non-Executive & Independent Director 3
Mr. Sunny Panwar (appointed w.e.f 05th March, 2021) Non-Executive & Independent Director 1

Nomination & Remuneration Policy is uploaded on the website of the Company i.e. at https://www.orienttradelink.in/.

16. KEY MANAGERIAL PERSONNEL:

Company Secretary:

• Mr. Vjay Resigned from the Post of Company Secretary and Akash Toshniwal was appointed as Company Secretary of the Company w.e.f. 15/07/2020

Chief Financial Officer

• Mr. Mukesh Bhatnagar resigned from the post of chief financial officer w.e.f. 09/04/2021 and Mr. Aushim Khetarpal was appointed as chief financial officer of the company w.e.f. 20/04/2021

17. INDEPENDENT DIRECTORS DECLARATION:

The Company is having following persons as Independent Directors of the Company u/s 149(6) of the Companies Act, 2013:

NAMES OF INDEPENDENT DIRECTORS DATE OF APPOINTMENT / RE- APPOINTMENT
Mr. Mahesh Kumar Verma 01/08/2017
Mr. Balakrishna Maddur Rama Rao 11/06/2019
Mr. Sunny Panwar 05/03/2021

The Company has received requisite declaration from above said Independent Directors confirming that they meet the criteria of independence as per Section 149 of the Companies Act, 2013.

18. AUDIT COMMITTEE:

The Board of Directors of the Company has Audit Committee constituted u/s 177 of the Companies Act, 2013 consisting of 3 members Mr. Mahesh Kumar Verma (Non-Executive Independent Director), Mr. Sunny Panwar (Non-Executive Independent Director) & Mr. Balakrishna Maddur Rama Rao (Non-Executive Independent Director). Mr. Mahesh Kumar Verma is the Chairman of the Audit Committee.

The Company Secretary acts as the Secretary to the Audit Committee. The primary objective of the Audit Committee is to monitor and provide an effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Audit Committee overseas the work carried out in the financial reporting process by the management, the internal Auditors and the Independent Auditors and notes the processes and safeguards employed by each of them. All possible measures must be taken by the Audit Committee to ensure the objectivity and independence of the independent auditors.

The Board has accepted all recommendations of Audit Committee.

19. AUDIT COMMITTEE ATTENDENCE:

The Audit Committee held 4 (Four) meetings during the year ended 31.03.2021. These were held on 31/07/2020, 12/11/2020, 11/02/2021 and 05/03/2021. The attendance details of the Audit Committee meetings are as follows:

NAMES OF DIRECTORS DESIGNATION POST HELD NO OF MEETINGS HELD NO OF MEETINGS ATTENDED
Mr. Mahesh Kumar Verma Non-Executive Independent Director Chairman 4 4
Mr. Balakrishna Maddur Rama Rao Non-Executive Independent Director Member 4 4
Mr. Anish Vinodchandra Shah (Resigned w.e.f. 22/02/2021) Non-Executive Independent Director Member 3 3
Mr. Sunny Panwar (Appointed w.e.f. 05/03/2021) Non-Executive - Independent Director Member 1 1

20. BOARD EVALUATION:

As per provisions of section 134(3) of the Companies Act, 2013 and Rules made thereunder, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors.

The performance of the Board of Directors and its Committees were evaluated on various parameters such as structure, composition, experience, performance of specific duties and obligations, quality of decision making and overall effectiveness.

The performance of individual Directors was evaluated on parameters, such as meeting attendance, participation and contribution and independent judgment.

The Board members noted from time to time the suggestions/ inputs of Independent Directors, Nomination Committee and Audit Committee and also discussed various initiatives to further improve the Board effectiveness.

In a separate meeting of Independent Directors held on 31/08/2020 performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated.

21. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) and Regulation 46 of the SEBI Listing Regulations, kindly refer to the Companys website https://www.orienttradelink.in/pdf/familarisation-policy.pdf for details of the familiarization programme for IDs on their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters.

22. RISK MANAGEMENT POLICY:

The Company is taking every care for minimizing the risk involved in the manufacturing process of the unit. Responsible staff employed to take every care to minimize the risk factor in the factory. The risk management policy of the company can be accessed at company website i.e, https://www.orienttradelink.in/pdf/risk-management-policy.pdf

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is annexed herewith at Annexure II.

24. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have any Subsidiary, Joint Venture or Associate Company; hence, provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (similar to Whistle Blower mechanism). Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The vigil mechanism provides a mechanism for employees of the Company to

approach the Chairperson of the Audit Committee of the Company for redressal. No person has been denied access to the Chairperson of the Audit Committee.

26. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013:

The Information & Statement of Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and Rule 5 (1) & 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure III.

27. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED U/S 134(3)(c)

In terms of section 134(5) of the Companies Act, 2013, your directors state that: -

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) the directors have 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 have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis.

(e) the Directors have 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 have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. AUDITORS & AUDITORS REPORT:

Statutory Auditors

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s Harish B Gupta & Co, Chartered Accountants (FRN No. 022464N) were appointed as Statutory Auditors of the company from the conclusion of 25thAnnual General Meeting till the conclusion of the 30thAGM of the company to be held in the year 2024.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments u/s 134(3)(f)(i) of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation or adverse remark.

Internal Auditor

In terms of Section 138 of the Act and Rules made there under, AM Sharma & Associates, Chartered Accountants having its head Office at SCO 32, D248/10, Balaji Complex, Laxmi Nagar, Delhi-110092 were appointed as Internal Auditors for the financial year 2020-21.

Secretarial Auditor

In terms of Section 204 of the Act and Rules made there under, Vikas Verma & Associates (Company Secretaries) having its Registered Office at B-502, Statesman House, 148, Barakhamba Road, New Delhi -110001, were appointed as Secretarial Auditors for the financial year 2020-21. The Secretarial Audits Report for the financial year ended on March 31, 2021 is annexed herewith marked as Annexure IV to this Report.

29. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

30. INTERNAL FINANCIAL CONTROL SYSTEM:

According to Section 134(5) (e) of the Companies Act, 2013, the term financial control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to the companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and the transactions are authorized, recorded and reported correctly.

To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Company has adopted a policy on prevention, prohibitions and redressal of sexual harassment at workplace in line with the provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

32. CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

33. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

As per SEBI Listing Regulations, Management Discussion and Analysis Report is annexed herewith at Annexure No V.

34. EXTRACT OF THE ANNUAL RETURN AS PROVIDED UNDER SUB-SECTION (3) OF SECTION 92

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2020-21 is available on Companys website at https://www.orienttradelink.in/.

35. SECRETARIAL STANDARDS

During the year under review the Company has complied with Secretarial Standards on Board and General Meetings issued by Institute of Company Secretaries of India.

36. CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance is part to this Report in Annexure No VI.

37. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

• There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• There has been no application made or pending under Insolvency and Bankruptcy Code, 2016

38. ACKNOWLEDGEMENT:

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members during the year under review.

Date: 12thAugust 2021 For & on behalf of
Place: New Delhi Orient Tradelink Limited
Sd/- Sd/-
Mahesh Kumar Verma Aushim Khetarpal
Independent Director Managing Director
DIN:07892196 DIN: 00060319