To,
The Members,
ORIENT TRADELINK LIMITED
Dear Members,
Your Directors have pleasure in presenting you the 29th Annual Report
together with the audited statement of Accounts of the Company for the financial year
ended 31st March, 2023.
1. FINANCIAL RESULTS:
(In INR)
P A R T I C U L A R S |
2022-23 |
2021-22 |
| Revenue from operation |
1129.25 |
1133.89 |
| Other income |
65.78 |
119.64 |
Total Revenue |
1195.03 |
1253.52 |
| Purchase of Stock in trade |
658.60 |
1047.98 |
| Change in inventories of finished goods |
164.77 |
(80.34) |
| Employee benefits expenses |
57.03 |
34.26 |
| Depreciation and amortization expenses |
88.71 |
94.38 |
| Other Expenses |
86.35 |
43.53 |
Total Expenses |
1082.46 |
1139.55 |
Profit before tax |
112.57 |
113.97 |
| Less: Tax Expenses |
25.81 |
55.34 |
Profit after tax |
86.76 |
58.63 |
| Other Comprehensive Income |
- |
- |
Total Comprehensive Income/(Loss) for the |
86.76 |
58.63 |
Year |
|
|
| Earning per Shares (Basic) |
0.79 |
0.53 |
| Earning per Shares (Diluted) |
0.79 |
0.53 |
2. RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS:
The revenue generated from operations amounted to INR 1129.25/- Lakhs in F.Y. 2022-23
as compared to F.Y. 2021-22, in which revenue generated was amounted to INR 1133.89/-
Lakhs.
Net profit after tax is INR 86.76/- Lakhs in F.Y. 2022-23 in Comparison to INR 58.63/-
Lakhs in F.Y. 2021-22.
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 14,00,00,000/- (Rupees Forteen
Crore) and issued, subscribed and paid-up equity share capital. On March 31, 2023, the
paid-up capital stood at INR 11,76,50,000/- (Rupees Eleven Crores Seventy-Six Lakhs Fifty
Thousand) divided into 1,17,65,000 (One Crore Seventeen Lakhs Sixty Five Thousand) Equity
Shares of INR 10/- (Rupee Ten Only) each.
5. DIVIDEND:
The Board of Directors has not recommended any dividend for the financial year ended on
March 31, 2023.
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 2023.
7. TRANSFER TO RESERVES:
During the current year, the company has transferred INR 86.76/- Lakhs into the General
Reserve of the Company and the closing balance of General Reserve as on 31st
March 2023 stands INR -58.63/-Lakh only.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END
OF THE FINANCIAL YEAR AND DATE OF REPORT:
The impact on the Companys financial statements has been given in Note No. 2 of the
Notes to financial statements for the year ended March 31, 2023. 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.2022-23.
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.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:
Appointment/ Re-appointment/Resignation:
During the Financial Year 2022-23, no change in Board Composition.
Independent Director:
In terms of Section 149 of the Act and SEBI Listing Regulations, Mr. Mahesh Kumar Verma
and Mr. Balakrishna Ramarao Maddur are the Independent Directors of the Company as on date
of this report.
All Independent Directors of the Company have given requisite declarations under
Section 149(7) of the Act, that they meet the criteria of independence as laid down under
Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of SEBI
Listing Regulations and have complied with the Code of Conduct of the Company as
applicable to the Board of directors and Senior Managers. In terms of Regulation 25(8) of
the SEBI Listing Regulations, the Independent Directors have confirmed that they are not
aware of any circumstance or situation, which exists or may be reasonably anticipated,
that could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence. The Company has received
confirmation from all the Independent Directors of their registration on the Independent
Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of
Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014.
In the opinion of the Board, the Independent Directors possess the requisite expertise
and experience and are persons of high integrity and repute. They fulfill the conditions
specified in the Act as well as the Rules made thereunder and are independent of the
management.
Key Managerial Personnel:
In terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company
during FY 2022-23 are:
Mr. Akash Toshniwal is the Company Secretary w.e.f. 15/07/2020.
Mr. Aushim Khetarpal is the CFO w.e.f. 20.04.2021.
14. NUMBER OF MEETINGS OF THE BOARD:
During the year the Board met 10 (Ten) times to deliberate on various matters on
30/05/2022, 13/08/2022, 06/09/2022, 23/09/2022, 14/11/2022, 08/02/2023, 14/02/2023,
15/02/2023, 16/02/2023 and 17/02/2023. For details, please refer to the Report on
Corporate Governance, which forms a part of this Annual Report.
15. COMMITTEES OF THE BOARD:
The Committees of the Board focus on certain specific areas and make informed decisions
in line with the delegated authority.
The following Committees constituted by the Board function according to their
respective roles and defined scope:
Audit Committee
Nomination and Remuneration Committee
Stakeholder Relationship Committee
Details of composition, terms of reference and number of meetings held for respective
committees are given in the Report on Corporate Governance, which forms a part of this
Annual Report. Further, during the year under review, all recommendations made by the
various committees have been accepted by the Board.
16. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Companys Policy on Directors appointment and remuneration and other matters
provided in Section
178(3) of the Act has been briefly disclosed hereunder and in the Report on Corporate
Governance, which is part of this Annual Report.
The NRC is responsible for developing competency requirements for the Board based on
the industry and strategy of the Company. The Board composition analysis reflects in-depth
understanding of the Company, including its strategies, environment, operations, financial
condition and compliance requirements. In terms of the provisions of Section 178(3) of the
Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the
criteria for determining qualifications, positive attributes and independence of
Directors, the key features of which are as follows:
Qualifications The Board nomination process encourages diversity of thought,
experience, knowledge, age and gender. It also ensures that the Board has an appropriate
blend of functional and industry expertise.
Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the
Directors are expected to demonstrate high standards of ethical behavior, communication
skills and independent judgment. The Directors are also expected to abide by the
respective Code of Conduct as applicable to them
The Directors affirm that the remuneration paid to Directors, Key Managerial Personnel
and employees is as per the Remuneration Policy of the Company.
The said Policy is also available on the website of the Company i.e.
https://www.orienttradelink.in/.
17. BOARD EVALUATION:
The annual evaluation process of the Board of Directors, individual Directors and
Committees was conducted in accordance with the provisions of the Act and the SEBI Listing
Regulations.
The Board evaluated its performance after seeking inputs from all the Directors on the
basis of criteria such as the Board composition and structure, effectiveness of Board
processes, information and functioning, etc. The performance of the Committees was
evaluated by the Board after seeking inputs from the committee members on the basis of
criteria such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India.
The Board and the NRC reviewed the performance of individual Directors on the basis of
criteria such as the contribution of the individual Director to the Board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.
In a separate meeting of independent directors, performance of Non-Independent
Directors and the Board as a whole was evaluated. Additionally, they also evaluated the
Chairman of the Board, taking into account the views of Executive and Non-executive
Directors in the aforesaid meeting. The Board also assessed the quality, quantity and
timeliness of flow of information between the Company management and the Board that is
necessary for the Board to effectively and reasonably perform their duties. The above
evaluations were then discussed in the Board meeting and performance evaluation of
Independent directors was done by the entire Board, excluding the Independent Director
being evaluated.
18. 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 program 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.
19. 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
20. 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.
21. 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.
22. VIGIL MECHANISM / WHISTLE BLOWER POLICY
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 behavior, 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.
23. 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.
24. 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.
25. AUDITORS & AUDITORS REPORT:
Statutory Auditors
Pursuant to Section 139(8) and other applicable provision of the Companies Act, 2013
and the rules made there under, M/s. SCAN & Co., Chartered Accountant having Firm
Registration No. 113954W were appointed as an Statutory auditor till the conclusion of 33rd
(Thirty Third) Annual General Meeting.
The Statutory Auditors report does not contain any qualifications, reservations,
adverse remarks or disclaimers, which would be required to be dealt with in the Boards
Report.
Internal Auditor
Pursuant to 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 2022-2023.
Secretarial Auditor
Pursuant to Section 204 of the Act and Rules made there under, the Board of Directors
of the Company had appointed M/s Vikas Verma & Associates (Registration No.
P2012DE081400) Practicing Company Secretary having its Registered Office at B-502,
Statesman House, 148, Barakhamba Road, New Delhi -110001, to conduct Secretarial Audit of
the Company for the financial year 2021-22. The Report of the Secretarial Audit is annexed
herewith as Annexure -IV.
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.
26. INTERNAL CONTROL SYSTEM & THEIR ADEQUECY:
According to Section 134(5) (e) of the Companies Act, 2013, the Internal 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.
Based on the results of such assessments carried out by management, no reportable
material weakness or significant deficiencies in the design or operation of internal
financial controls was observed.
27. 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.
28. 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.
29. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT
As per SEBI Listing Regulations, Management Discussion and Analysis Report is annexed
herewith at
Annexure -V.
30. 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 2022-23 is available on Companys
website at https://www.orienttradelink.in/.
31. 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.
32. 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-VI.
33. 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
There has been no one time settlement and the valuation done while taking loan from the
Banks or Financial Institutions.
34. 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.
|
|
For & on behalf of |
|
|
Orient Tradelink Limited |
|
Sd/- |
Sd/- |
|
Mahesh Kumar Verma |
Aushim Khetarpal |
Date:12thAugust 2023 |
Independent Director |
Managing Director |
Place: New Delhi |
DIN: 07892196 |
DIN: 00060319 |
+91-9892691696
