Dear Shareholders,
Your Directors have pleasure in presenting the 32nd Annual
Report on the business and operations of the Company and the Audited Financial Statement
for the financial year ended March 31, 2023.
Performance Highlights
The summarised financial highlight is depicted below:
|
Standalone |
Consolidated |
| Particulars |
FY 2022 |
FY 2023 |
FY 2022 |
FY 2023 |
| Revenue from Operations |
13,453.12 |
11,289.96 |
32,512.83 |
17,259.90 |
| Other Income |
193.79 |
192.87 |
209.13 |
207.62 |
| Total Revenue |
13,646.92 |
11,482.83 |
32,721.96 |
17,467.52 |
| Profit/ (Loss) before Finance cost, Depreciation and Tax |
857.62 |
2,043.55 |
2715.50 |
3,230.73 |
| Less: Finance Costs |
432.17 |
173.74 |
1,604.42 |
627.58 |
| Less: Depreciation |
107.93 |
96.74 |
682.27 |
523.49 |
| Profit before Tax |
317.52 |
1,773.07 |
428.81 |
2,079.66 |
| Less: Tax Expenses |
87.44 |
467.01 |
110.09 |
520.85 |
| Net Profit |
230.08 |
1,306.05 |
318.72 |
1,558.81 |
| Other comprehensive income (net of tax) |
- |
- |
- |
- |
| Total Comprehensive income |
230.08 |
1,306.05 |
318.72 |
1,558.81 |
| Basic & Diluted EPS (in Rs ) |
0.43 |
2.42 |
0.59 |
2.89 |
OPERATIONS REVIEW Standalone
The CompanysStandalone revenue from operations for FY 2022-23 was Rs
13,453.12 Lakhs, compared to Rs 11,289.96 Lakhs in the previous year. The
Companysprofit before exceptional items and tax on a standalone basis was Rs 317.52 Lakhs
during the year compared to Rs 1,773.07 Lakhs in the previous year. The Company earned a
net profit of Rs 230.08 Lakhs during the year compared to Rs 1,306.05 Lakhs in the
previous year.
Consolidated
The Companysconsolidated revenue from operations for FY 2022-23 was Rs
32,512.83 Lakhs compared to Rs 17,259.90 Lakhs in the previous year. The Companysprofit
before exceptional items and tax on a consolidated basis was Rs 428.81 Lakhs during the
year compared to Rs 2,079.66 Lakhs in the previous year. The Company earned a net profit
of before exceptional items
and tax on a consolidated basis was Rs 318.72 Lakhs during the year
compared to Rs 1,558.81 Lakhs in the previous year.
SUBSIDIARY COMPANIES AND FINANCIAL DETAILS
Oriental Foundry Private Ltd.
As on March 31, 2023, the Company had 1 Wholly Owned Subsidiary namely
Oriental Foundry Private Limited (Rs OFPLRs ). During the year, the Board of Directors
reviewed the affairs of the subsidiary.
The OFPL revenue from operations for FY 2022-23 was Rs 19,768.32 Lakhs
as compared to Rs 6,344.02 Lakhs in the previous year. The Companysprofit before
exceptional items and tax was Rs 111.29 Lakhs during the year as compared Rs 306.60 Lakhs
in the previous year. The Company earned a net profit of Rs 88.64 Lakhs during the year
compared to Rs 252.77 Lakhs in the previous year.
The Consolidated Financial Statements of the Company and its
subsidiary, prepared in accordance with Indian Accounting Standards notified under the
Companies (Indian Accounting Standards) Rules, 2015 (Rs Ind ASRs ), forms part of the
Annual Report and are reflected in the Consolidated Financial Statements of the Company.
Pursuant to the provisions of Section 129 (3) of the Companies Act,
2013 (Rs the ActRs ) and Rules 5 and 8 (1) of the Companies (Accounts) Rules, 2014, the
salient features of the financial position of subsidiary is given in Form AOC-1 set out as
Rs Annexure GRs to this Report.
During the year under review, no Company has become or ceased to be a
subsidiary of the Company. The Company does not have any associate or joint venture
companies.
The separate financial statement of the subsidiary Company is available
on the website of the Company and can be accessed at https://www.orientalrail.com/subsidiary-annual-report.php
DIVIDEND
The Directors do not recommend any dividend for the Financial Year
ended 31st March, 2023
SHARE CAPITAL
During the year under review, there was no change in the Companysshare
capital. The issued, subscribed and paid- up Equity Share Capital of the Company is Rs
5,39,03,000/- comprising of 5,39,03,000 Equity Shares of Rs 1/- each. Further, during the
year under review, your Company has neither issued any shares with differential voting
rights nor has granted any sweat equity shares.
TRANSFER TO RESERVE
An amount of Rs 230.08 Lakhs has been transferred to General
Reserve in respect of Financial Year under review.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from the public and as such,
no amount of principal or interest was outstanding as on the balance sheet date.
INTERNAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS
The Company has in place adequate internal financial control with
reference to financial statements.
The Company has adopted accounting policies which are in line with the
Indian Accounting Standards notified under Section 133 and other applicable provisions, if
any, of the Act read together with the Companies (Indian Accounting Standards) Rules,
2015.
The Company in preparing its financial statements makes judgments and
estimates based on sound policies and uses external agencies to verify/validate them as
and when appropriate.
The Internal Auditor evaluates the efficacy and adequacy of internal
control system, accounting procedures and policies adopted by the Company for efficient
conduct of its business, adherence to Companyspolicies, safeguarding of Companysassets,
prevention and detection of frauds and errors and timely preparation of reliable financial
information etc. Based on the report of internal audit function, process owners undertake
corrective action in their respective areas and thereby strengthen the controls.
STATUTORY AUDITORS AND AUDITORSRs REPORT
M/s. Anil Bansal & Associates., Chartered Accountants (Firm
Registration No. 100421W) were appointed as the Statutory Auditors of the Company for a
period of 5 years, to hold office from the conclusion of 31st AGM till the
conclusion of the 36th Annual General Meeting of the Company to be held in the
calendar year 2027.
M/s. Anil Bansal & Associates, Chartered Accountants (Firm
Registration No. 100421W) have consented and confirmed that their appointment is in
accordance with the conditions prescribed in Section 139 of the Act and the Companies
(Audit and Auditors) Rules, 2014 and that they meet the eligibility criteria specified in
Section 141 of the Act.
The Auditors Report does not contain any qualification, reservation or
adverse remark on the financial statements for the year ended March 31, 2023. The Notes on
financial statements referred to in the AuditorsRs Report are self-explanatory and do not
call for any further comments.
COST AUDIT
In terms of Section 148 of the Act, the Company is required to maintain
cost records and have the audit of its cost records conducted by a Cost Accountant. Cost
records are prepared and maintained by the Company as required under Section 148 (1) of
the Act. M/s. Tadhani & Co., Cost Accountants, (Firm Registration No. 101837) have
been duly appointed as Cost Auditors for conducting cost audit in respect of products
manufactured by the Company which are covered under the Companies (Cost Records and Audit)
Rules, 2014 for the financial year ending March 31, 2024. They were also the Cost Auditors
for the financial year ended March 31, 2023. As required under Section 148 of the Act,
necessary resolution has been included in the Notice convening the AGM, seeking
ratification by Members to the remuneration proposed to be paid to the Cost Auditors for
the financial year ending March 31, 2024.
SECRETARIAL AUDITOR
The Board of Directors of the Company has appointed Mr. Shiv Hari
Jalan, Practicing Company Secretary (Certificate of Practice No. 4226), as the Secretarial
Auditor to conduct an audit of the secretarial records for the FY 2022-23.
The Company has received consent from Mr. Shiv Hari Jalan to act as the
auditor for conducting audit of the secretarial records for the financial year ending
March 31, 2024.
The Secretarial Audit Report for the financial year ended March 31,
2023 under Companies Act, 2013, (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force) is set out in the Annexure BRs to
this report.
The Secretarial Compliance Report for the financial year ended March
31, 2023, in relation to compliance of all applicable SEBI Regulations / circulars /
guidelines issued thereunder, pursuant to requirement of Regulation 24A of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (Rs Listing RegulationsRs ) has been filled with the stock exchange within stipulated
time period.
As per the requirements of the Listing Regulations, the material
subsidiary of the Company viz. Oriental Foundry Private Limited have undertaken
secretarial audit for the financial year 2022-23 and is also annexed as Rs Annexure CRs to
this report.
CERTIFICATIONS FROM COMPANY SECRETARY IN PRACTICE
A certificate has been received from M/s. Shiv Hari Jalan & Co.,
Practising Company Secretaries, that none of the Directors on the Board of the Company
have been debarred or disqualified from being appointed or continuing as Directors of
companies by SEBI, Ministry of Corporate Affairs or any such statutory authority. The
certificate is a part of Report on Corporate Governance.
The requisite Certificate from M/s. Shiv Hari Jalan & Co.,
Practicing Company Secretary, confirming compliance with the conditions of Corporate
Governance as stipulated under the Listing Regulations is annexed hereto Rs Annexure DRs
to this Report.
INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Act and the Companies
(Accounts) Rules, 2014, on the recommendation of the Audit Committee, M/s. Vinod Agarwal
& Co., Chartered Accountants were appointed by the Board of Directors to conduct
internal audit reviews for the Company for the financial year ended 31st March,
2023.
CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a Corporate Social Responsibility (CSR)
Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in
the Corporate Governance Report. The Annual Report on CSR activities is annexed to this
Report as Annexure A. The CSR policy is available on the website of the Company at https://www.orientalrail.com/
policies-code-and-compliances. php.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars regarding Conservation of energy, technology absorption and
foreign exchange earnings and outgo are given as Rs Annexure ERs to this Report.
TRANSFER OF UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND (TEPF)
Pursuant to the provisions of Sections 124, 125 and other applicable
provisions, if any, of the Act, read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (hereinafter referred to
as Rs IEPF RulesRs ), the amount of dividend remaining unpaid/unclaimed for a period of
seven years from the date of transfer to the unpaid dividend account, is required to be
transferred to the Investor Education and Protection Fund (Rs the I EPFRs ). The IEPF
Rules mandate Companies to transfer shares of Members whose dividends remain unpaid /
unclaimed for a continuous period of seven years to the demat account of IEPF Authority.
The Company has uploaded the details of unpaid and unclaimed amounts
lying with the Company on the Companyswebsite https://www.orientalrail.com/dividend.php
ANNUAL RETURN
Pursuant to Section 92 (3) read with Section 134(3) (a) of the
Companies Act, 2013, the Annual Return as on March 31, 2023 is available on the
Companyswebsite at https://www.orientalrail.com/annual-reports.php
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the Listing Regulations, Management
Discussion and Analysis containing information inter-alia on industry trends, your
companysperformance, future outlook, opportunities and threats for the year ended March
31, 2023, is provided in a separate section forming integral part of this Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of The Companies Act, 2013
(hereinafter referred as "the Act") and Articles of Association of the Company,
Mr. Karim N. Mithiborwala, Director retire by rotation at the ensuing AGM and being
eligible, offers himself for re-appointment. The brief resume and other disclosures
relating to the Director who is proposed to be re-appointed, as required to be disclosed
pursuant to Regulation 36 of the Listing Regulations and Clause 1.2.5 of the Secretarial
Standard 2 are given in the Annexure to the Notice of the 32nd AGM.
During the year under review, Mrs. Sheetal Nagda (DIN: 07179841) who
was appointed as Additional Director by Board of Directors, pursuant to recommendation of
Nomination and Remuneration Committee, with effect from December 14, 2021 was appointed as
Independent director at 31st Annual General Meeting of the Company held on
September 27, 2022.
Further, Ms. Sonam Gupta resigned as Company Secretary and Compliance
Officer of the Company with effect from December 14, 2022. The Board of Directors of the
Company in their meeting, pursuant to the recommendation of Nomination and Remuneration
Committee, appointed Mr. Hardik Chandra as Key Managerial Personnel designated as Company
Secretary and Compliance Officer of the Company with effect from January 09, 2023.
The Board places on record its appreciation for the valuable services
and guidance given by Ms. Sonam Gupta to the Company during her tenure as Company
Secretary and Compliance Officer of the Company.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with criteria of independence as
prescribed under subsection (6) of Section 149 of the Act and under Regulation 161(1) (b)
& 25(8) of the Listing Regulations.
In the opinion of the Board of Directors of the Company, all
Independent Directors possess high integrity, expertise and experience to discharge the
duties and responsibilities as Directors of the Company.
The Company recognises and embraces the importance of a diverse board
in its success. We believe that a truly diverse board will leverage differences in
thought, perspective, knowledge, skill, regional and industry experience, cultural
and geographical background, age, ethnicity, race and gender, which
will help us retain our competitive advantage.
AUDIT COMMITTEE OF THE COMPANY
The composition of the Audit Committee is in compliance with the
requirements of Section 177 of the Act, Regulation 18 of the Listing Regulations as
amended from time to time and guidance note issued by Stock Exchange. The details of the
composition of the Audit Committee are detailed in the Corporate Governance Report, which
forms part of this Report.
NOMINATION AND REMUNERATION POLICIES
The Board of Directors has approved a Policy which lays down a
framework for selection and appointment of Directors and Senior Management and for
determining qualifications, positive attributes and independence of Directors.
Details of the Nomination and Remuneration Policy is hosted on the
website of the Company at https://www.orientalrail.com/
policies-code-and-compliances.php
BOARD EVALUATION
Pursuant to the provisions of the Act and Regulation 19 of the Listing
Regulations, the Board has carried out an annual evaluation of its own performance,
performance of the Directors as well as the evaluation of the working of its Committees.
The Company has implemented a system of evaluating performance of the Board of Directors
and of its Committees and the Non-Executive Directors on the basis of a structured
questionnaire which comprises evaluation criteria taking into consideration various
performance related aspects. The performance of the Executive Directors is evaluated on
the basis of achievement of their Key Result Areas.
In a separate meeting of independent directors, performance of
Non-Independent Directors, performance of the board as a whole and performance of the
Chairman was evaluated, taking into account the views of executive directors and
non-executive directors.
The Board of Directors has expressed its satisfaction with the
evaluation process.
PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under Section 197 (12) of the Act read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is attached as Annexure FRs .
The information required under Rule 5 (2) and (3) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the
Annexure forming part of the Report. In terms of the first proviso to Section 136 of the
Act, the Report and Accounts are being sent to the Members
excluding the aforesaid Annexure. Any Members interested in obtaining
the same may write to the Company Secretary at the registered office of the Company. None
of the employees listed in the said Annexure is related to any Director of the Company.
RISK MANAGEMENT
Your Company has adopted Risk Management system for risk
identification, assessment and mitigation. Major risks identified by the Company are
systematically addressed through mitigating actions on a continuous basis.
Some of the risks that the Company is exposed to are financial risks,
commodity price risk, regulatory risks and economy risks. The Internal Audit Report and
Risk Management Framework is reviewed by the Audit Committee.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year, 8 (Eight) Board Meetings were convened and held,
details of which are given in the Report on Corporate Governance forming part of the
Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
The Company has established a Vigil Mechanism, which includes a Whistle
Blower Policy, for its Directors and Employees in compliance with the provisions of
Section 177 (10) of the Act and Regulation 22 of the Listing Regulations, to provide for
adequate safeguards against victimization of persons, a framework to facilitate
responsible and secure reporting of concerns of unethical behavior, actual or suspected
fraud or violation of the CompanysCode of Conduct & Ethics. The details of
establishment of Vigil Mechanism/ Whistle Blower Policy are posted on the website of the
Company and the weblink to the same is https://www.orientalrail.com/policies-code-and-compliances.php
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Since the Company is in the business of providing Infrastructural
facilities, provisions of Section 186, except sub-section 1, of the Act (Rs the ActRs ) is
not applicable to the Company.
Further, the details of loans, guarantees and investments covered under
the provisions of Section 186, of the Act, read with Companies (Meetings of Board and Its
Powers) Rules, 2014 are given in the notes to the financial statements forming part of
this Annual Report.
RELATED PARTY TRANSACTIONS
During the year under review, all contracts / arrangements /
transactions entered into by the Company with related parties were in ordinary course of
business and on an armRs s length basis. There were no material related party transactions
by the Company during the year. Accordingly, the disclosure of
Related Party Transactions as required under Section 134 (3) (h) of the
Act in Form AOC-2 is not applicable.
All Related Party Transactions are placed before the Audit Committee
for approval. Prior omnibus approval of the Audit Committee is obtained for the
transactions which are planned/repetitive in nature and omnibus approvals are taken as per
the policy laid down for unforeseen transactions. Related Party Transactions entered into
pursuant to omnibus approval so granted are placed before the Audit Committee for its
review on a quarterly basis, specifying the nature, value and terms and conditions of the
transactions.
The Securities Exchange Board of India (Rs SEBIRs ) vide amendments to
the Listing Regulations had introduced substantial changes in the related party
transaction framework, inter alia, by enhancing the purview of the definition of related
party, and overall scope of transactions with related parties effective April 1, 2022 or
unless otherwise specified. The Board of Directors on recommendations of the Audit
Committee approved the revised Rs Policy on Related Party TransactionsRs to align it with
the said amendments and the same is available on the website of the Company at https://www.orientalrail.com/
policies-code-and-compliances.php
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company complies with applicable secretarial standards.
DIRECTORSRs RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and systems of
compliance which are established and maintained by the Company, audits conducted by the
Internal, Statutory and Secretarial Auditors including audit of internal financial
controls over financial reporting by the Statutory Auditors and reviews by the Management
and the relevant Board Committees, including the Audit Committee, the Board is of the
opinion that the Companysinternal financial controls were adequate and effective during
FY 2022-23.
Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Act the
Directors confirm to the best of their knowledge and ability, that:
(a) in the preparation of the annual financial statements for the year
ended March 31, 2023, the applicable accounting standards have been followed with no
material departures;
(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 as at March 31, 2023
and of the loss of the Company for the year ended on that date;
(c) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual financial statements 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
operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has always believed in providing a safe and harassment free
workplace for every individual working in Companyspremises through various interventions
and practices. The Company always endeavors to create and provide an environment that is
free from discrimination and harassment including sexual harassment.
The Company has in place a robust policy on prevention of sexual
harassment at workplace which is in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints
Committee (Rs ICCRs ) has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered under
this Policy. ICC has its presence at corporate office as well as at site locations.
The Policy is gender neutral. During the year under review, Company
have not received any complaints as per The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There were no material changes and commitments affecting the financial
position of the Company between the end of the financial year and the date of the Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS AFFECTING THE GOING CONCERN STATUS OF THE COMPANY
There are no significant material orders passed by the
Regulators/Courts which would impact the going concern status of the Company and its
future operations.
REPORTING OF FRAUDS
There were no instances of fraud during the year under review, which
required the Statutory Auditors to report to the Audit Committee and/or Board under
Section 143 (12) of the Act and Rules framed thereunder.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR
There are no applications made or any proceeding pending against the
Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
There are no instances of one time settlement during the financial
year.
ACKNOWLEDGEMENT
Your Directors express their sincere appreciation for the co-operation
received from shareholders, bankers and other business constituents during the year under
review. Your Directors also wish to place on record their deep sense of appreciation for
the commitment displayed by all executives, officers and staff, for better performance of
the Company during the year.
+91-9892691696
