oriental trimex ltd Directors report

Orientals marble processing facilities are based at Greater Noida near Delhi in the National Capital Region, Gumidipoondi near Chennai and Singur, near Kolkata, in West Bengal. All three facilities are fully integrated processing facilities equipped with state-of-the-art machinery, namely Gangsaws, automatic Resin Lines with robotic feeds, imported from SEI, Italy, one of the pioneers and leaders in manufacturing machinery for the marble industry, imported automatic Line Polishers and imported Grinding Machines. Thus, the company ensures that the marble processed in its factories is comparable to the quality processed in Europe and elsewhere.

Well-known architects, significant corporations in the building and construction industry, hotels, hospitals, shopping malls, and commercial, retail and residential projects prefer marble supplied by Oriental. Oriental has procured, processed and provided marble to the major developers, contractors, hotels and institutional buyers in the Northern region, including the Delhi NCR; the Southern Region, Bangalore and Chennai; and the Eastern Region, Kolkata.

The company is presently operating with its own Sales and Marketing Outlets, including factories in Greater Noida, Chennai, and Kolkata, to meet the growing demand for imported Marble. The company is the only processor and supplier of Imported Marble having a PAN India Presence.

The company has a team of qualified and experienced Marketing staff at all its locations headed and controlled by the Management.

The companys business performance is directly related to the real-estate sector & infrastructure, which has slashed down due to sluggish product demand. The company has not imported fresh raw materials during the financial year 2022-23 and prefers to buy finished materials from the domestic market to meet priority orders. The revenue of the company has declined by 52.98% in comparison to the previous year. The profit/(loss) of the company before tax is Rs. (524.43) Lacs, comparable to Rs. (537.09)lacs during the previous year.

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 commitments.

DIVIDEND

Your Directors do not recommend any dividend for the financial year under review due to loss.

TRANSFER TO RESERVE

The Board does not recommend transferring any amount to the reserve, as there were no profits.

SHARE CAPITAL

During the year under review, the company had allotted 8,87,698 equity shares and 20,63,273 warrants convertible into equity shares on a preferential basis to non-promoters.

The companys authorised share capital is increased from Rs. 30,00,00,000 to Rs. 70,00,00,000. The companys paid-up share capital grew from Rs. 28,51,52,080 to Rs. 29,40,29,060, consequent to the allotment of 8,87,698 equity shares on a preferential allotment basis.

BOARD MEETINGS

The Board of Directors duly met six times during the year.

DIRECTOR AND KEY MANAGERIAL PERSONNEL

Mr. Baldev Kumar Lakhanpal, Director (DIN:08144265), retired by rotation and offered himself for re-appointment at the ensuing Annual General Meeting.

Mr. Jitendra Surendra Gupta, Non-executive Independent Director of the Company, had resigned as a Non-Executive-Independent director of the Company with effect from 17^th August 2023 due to personal reasons.

Mr. Jayant Kumar (DIN: 03393221), was appointed as an Additional Director under the category of Independent Director on 03.09.2023. Mr. Kumar holds office of Additional Director upto the ensuing Annual General Meeting. The proposal for his appointment as an Independent Director has been recommended by the Nomination and Remuneration Committee and the Board, the same has been included in the Notice of the Annual General Meeting for your approval.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received a declaration from an 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.

AUDIT COMMITTEE AND OTHER BOARD COMMITTEES

The details pertaining to the composition of the Audit Committee and other Board Committees and their roles, terms of reference, etc., are included in the Corporate Governance Report, which forms part of this Annual Report.

VIGIL MECHANISM AND COMPOSITION OF AUDIT COMMITTEE

The Company has established a Vigil Mechanism Policy for directors and employees to report genuine concerns pursuant to the provisions of sections 177(9) & (10) of the Companies Act, 2013.

DIRECTORS 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 were 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 to give an accurate 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 were 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

The Company has not any subsidiaries, Associates or Joint Ventures

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management & Administration) Rules, 2014, the Annual Return, in Form MGT -7, is available on the Companys website at www.orientaltrimex.com and can be accessed at http://www.orientaltrimex.com/investors/Form_MGT_7_2023.pdf

STATUTORY AUDITORS REPORT

There are no reservations, qualifications, adverse remarks or disclaimers in the Independent Auditors Report. The notes forming part of the accounts are self-explanatory and do not call for further clarification under Section 134 (3) (f) of the Companies Act, 2013.

STATUTORY AUDITORS

Members at their 24th Annual General Meeting on 30^th September 2020 had appointed M/s. S. Agarwal & Co., Chartered Accountants, New Delhi (Firm Registration No. 000808N) as Independent Auditors of the Company from the conclusion of the 24^th Annual General Meeting until the conclusion of the 29^th Annual General Meeting of the Company. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, no instance of fraud has been reported by any of the Auditors of the Company under Section 143(12) of the Companies Act 2013 to the Audit Committee/ Board of Directors or the Central Government. Therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act.

SECRETARIAL AUDIT

Ms. Pooja Malhotra, Practicing Company Secretary, resigned as a secretarial auditor w.e.f. 3^rd August, 2023, due to some pre-occupation.

M/s. S. Tomar and Associates, Practicing Company Secretaries (COP No. 7916), has been appointed a secretarial auditor w.e.f. 3^rd August, 2023.

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial Audit Report as provided by M/s. S. Tomar and Associates (COP 7916), Practicing Company Secretaries is annexed to this Report as Annexure-I

MAINTENANCE OF COST RECORDS

The company has 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.

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-II to this report.

DEPOSITS

The Company has not accepted any deposits covered under Chapter V of the Companies Act 2013.

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 companys 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 organisation 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 or 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 minimisation 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 RESPONSIBILITY POLICY

Since your Company does not have a 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 an arms length basis.

BOARD EVALUATION

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 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 the 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, read 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 meetings of the Board of Directors and the Committees constituted by the Board.

(iii) The number of permanent employees on the rolls of the Company.

Seventeen (17)

(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 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

(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 of India Limited (NSE) and BSE Limited (BSE).The Company has not paid the Annual Listing Fees for the year 2022-2023 to the Stock Exchange where the Companys Shares are listed.

CORPORATE GOVERNANCE:

The Company adheres to the requirements set out by the Securities and Exchange Board of Indias 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 together with certificate of Statutory Auditor confirming compliance with the requirements of corporate governance form part 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 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.

EMPLOYEE RELATIONS:

Oriental aims at adopting the best practices for accomplishing competitive advantage through 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 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 favourable 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 calibre employees.