Orient Tradelink Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in presenting the 31st Directors'' Report on the business and operations of Orient Tradelink Limited (“the Company”) together with the Standalone Audited Financial Statements of the Company for the Financial Year ended March 31, 2025.

1.

FINANCIAL RESULTS:

(In Lakhs)

PARTICULARS

2024-25

2023-24

Revenue from operation

1,445.26

906.71

Other income

61.34

2.85

Total Revenue

1,506.59

909.56

Purchase of Stock in trade

1,251.84

490.94

Change in inventories of finished goods

(246.37)

107.15

Employee benefits expenses

92.39

45.52

Depreciation and amortization expenses

78.84

87.45

Other Expenses

208.57

98.14

Total Expenses

1,385.27

829.21

Profit before tax

121.32

80.35

Less: Tax Expenses

32.80

62.72

Profit after tax

88.52

17.63

Other Comprehensive Income

-

-

Total Comprehensive Income/(Loss) for the Year

88.52

17.63

Earning per Shares (Basic)

0.72

0.14

Earning per Shares (Diluted)

0.72

0.14

2. RESULTS OF OPERATIONS & STATE OF COMPANY’S AFFAIRS:

• The revenue generated from operations amounted to INR 14,45,26,000 (Indian Rupees Fourteen Crore Forty-Five Lakh Twenty-Six Thousand) in F.Y. 2024-25 as compared to F.Y. 2023-24 in which revenue generated was amounted to INR 9,06,71,000 (Indian Rupees Nine Crore Six Lakh Seventy-One Thousand).

• Net profit after tax is INR 88,52,000/- (Indian Rupees Eighty-Eight Lakhs Fifty Two Thousand) in F.Y. 202425 in Comparison to INR 17,63,000/- (Indian Rupees Seventeen Lakh Sixty-Three Thousand) in F.Y. 2023

24.

3. CHANGE IN THE NATURE OF BUSINESS:

There was no Change 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 62,50,00,000 /- (Indian Rupees Sixty Two Crore Fifty Lakhs) and issued, subscribed and paid-up equity share capital on March 31, 2025, stood at INR 12,26,50,000/- (Indian Rupees Twelve Crores Twenty-Six Lakhs Fifty Thousand) divided into 1,22,65,000 (One Crore Twenty Two Lakhs Sixty Five Thousand) Equity Shares of INR 10/- (Rupee Ten Only) each.

Note: The Authorized Share Capital has been increased from Rs. 26,00,00,000 /- to Rs. 62,50,00,000/- by passing Ordinary resolution vide resolution no. dated 23rd December 2024.

5. DEPOSITS:

During the reporting period, your Company has not accepted any deposits, falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

6. DIVIDEND:

The Board of Directors has not recommended any dividend for the financial year ended on March 31, 2025.

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

Pursuant to provisions of Section 125 of the Act, the dividends which have remained unpaid / unclaimed for a period of Seven (7) years from the date of transfer the unpaid dividend amount is mandatorily required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

The provisions of above section are not applicable to the Company since no dividend was lying in unpaid dividend account.

8. TRANSFER TO RESERVES:

The Board of Directors has decided to transfer the entire amount of profit for the financial year 2024-25 to reserves.

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

The impact on the Company’s financial statements has been given in Notes to financial statements for the year ended March 31, 2025. 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 company''s operations.

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:

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As of the date of the report, your company has the following Directors on its Board.

DIN / PAN

Name of Director/ KMP

Designation

Date of Appointment

Date of cessation

00060319

Aushim Khetarpal

Managing Director

01/05/2002

-

07892196

Mahesh Kumar Verma

Independent Director

01/08/2017

-

09492441

Rachna Panwar

Non-Executive Director

15/02/2022

-

00899838

Balakrishna Ramarao Maddur

Independent Director

30/09/2019

28/05/2025

Following changes took place in the Board of Directors and Key Managerial Persons before the date of this report:

Mr. Balakrishna Ramarao Maddur resigned from his position of Independent Director w.e.f. 28th May, 2025. Independent Director:

In terms of Section 149 of the Act and SEBI Listing Regulations, Mr. Mahesh Kumar Verma is 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 202425 are:

• Mr. Akash Toshniwal was the Company Secretary which resigned w.e.f. 29/05/2025. Thereafter Ms. Priya Aggarwal appointed as Company Secretary w.e.f. 20/06/2025.

14. NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year 2024-25, total 9 (Nine) meetings of the Board of Directors were held. Following are the dates on which the said meetings were held:

• 25/04/2024

• 30/05/2024

• 14/08/2024

• 03/09/2024

• 06/09/2024

• 24/09/2024

• 20/11/2024

• 11/02/2025

• 29/03/2025

The intervening gap between the Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

S.

No.

Name Of Director

Designation

No. of Board Meeting eligible to attend

No. of

Meetings

attended

No. Meeting in which absent

1.

Mr. Aushim Khetarpal

Managing

Director

9

9

0

2.

Mr. Mahesh Kumar Verma

Independent

Director

9

9

0

3.

Ms. Rachna Panwar

Non-executive

Director

9

9

0

4.

Mr. Balakrishna Ramarao Maddur

Independent

Director

9

9

0

Mr. Balakrishna Ramarao Maddur resigned from his position of Independent Director w.e.f. 28th May, 2025. Retirement by Rotation:

As per the provisions of the Companies Act, 2013, Mr. Aushim Khetarpal (DIN: 00060319), Director, whose office is liable to retire by rotation in accordance with the provision of Companies Act, 2013 and being eligible, offers himself for re-appointment at the 31stAnnual General Meeting of the Company.

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 Company’s 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 Company’s 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 Company’s 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

Members are informed that M/s. Scan & Co., Chartered Accountants (FRN: 113954W), have resigned as Statutory Auditors of the Company w.e.f. 09/06/2025, To fill the resulting casual vacancy, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s. NYS & Company, Chartered Accountants (FRN: 017007N), as Statutory Auditors of the Company which is subject to the approval of shareholders in the general meeting.

M/s. NYS & Company have furnished their written consent under Section 139(1) of the Companies Act, 2013, and confirmed their eligibility under Section 141 of the Act.

Members are requested to consider and approve the appointment of M/s. NYS & Company, Chartered Accountants (FRN: 017007N), as Statutory Auditors of the Company and ratify their appointment made by the Board of Directors, to hold office until the conclusion of the Annual General Meeting to be held in the year 2030.

The Auditor’s Report for financial year ended March 31, 2025, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditors’ Report and Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year. The Auditor’s report is enclosed with the financial statements in this Auditor’s 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, Wadhwa Complex, Laxmi Nagar, Delhi-110092 were appointed as Internal Auditors for the financial year 2024-25.

Secretarial Auditor

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Board of Directors of the Company had appointed M/s Sulabh Jain & Associates (Registration No. S2017UP495600) Practicing Company Secretary having its Registered Office at D-77, Unit No. B-03, Noida, Sector-63, Uttar Pradesh-201301, to conduct Secretarial Audit of the Company for the financial year 2024-25. The Report of the Secretarial Audit is annexed herewith as Annexure -IV.

The Board of Directors proposes to appoint M/s. Vaibhav Sharma & Associates, Company Secretaries, having [Firm Registration No. S2012DE180700], as the Secretarial Auditor of the Company for a period of five (5) consecutive years, commencing from the financial year 2025-2026

The Secretarial Auditors has not given any remarks or qualified opinion except for:

a. Quarterly financial results for the period ended 30th September 2024 were filed on 21st November 2024, beyond the prescribed 45 days under Regulation 33 of SEBI (LODR) Regulations, 2015.

b. Annual Report for FY 2023-24 was submitted to the Stock Exchange with a delay of one day under Regulation 34 of SEBI (LODR) Regulations, 2015.

c. XBRL disclosure of Related Party Transactions for the half year ended 31st March 2024 was filed on 31st May 2024, i.e., one day beyond the due date prescribed under Regulation 23(9) of SEBI (LODR) Regulations, 2015.

Management’s response to the above:

In reference to the observations raised concerning the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We wish to inform you that the Company will ensure that such non compliance will not take place in future. As per applicable provisions of SEBI (LODR), 2015.

The Company has submitted the Annual Secretarial Compliance Report with BSE in compliance of Regulation 24A of the SEBI Listing Regulations.

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 company’s 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

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment.

During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

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 decisionmaking 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

The Management’s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of Schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as “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 2024-25 is available on Company’s website at https://www.orienttradelink.in/annual report.html.

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. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

33. DIFFERENCE IN VALUATION:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the 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 is not applicable.

34. MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

35. 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.

36. FRAUDS REPORTED BY STATUTORY AUDITORS:

During the Financial Year 2024-25, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

37. LISTING OF SECURITIES:

The Company is listed on the BSE Limited and is regular in paying the annual listing fee to the stock exchange.

38. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Securities Exchange Board of India (SEBI) has mandated the inclusion of BRSR as part of the Annual Report for the top 100 listed entities. In view of the requirements specified, the company is not mandated for the providing the BRSR and hence do not form part of this Report.

39. WEBSITE OF THE COMPANY:

Your Company maintains a website https://www.orienttradelink.in detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

40. PREVENTION OF INSIDER TRADING:

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires preclearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

41. 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.

42. 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.


Mar 31, 2024

Your Directors have pleasure in presenting you the 30th Annual Report together with the audited statement of Accounts of the Company for the financial year ended 31st March, 2024.

1. FINANCIAL RESULTS:

(In Lakhs)

P A R T I C U L A R S

2023-24

2022-23

Revenue from operation

906.71

1129.25

Other income

2.85

65.78

Total Revenue

909.56

1195.03

Purchase of Stock in trade

490.94

658.60

Change in inventories of finished goods

107.15

164.77

Employee benefits expenses

45.52

57.03

Depreciation and amortization expenses

87.45

86.35

Other Expenses

98.14

88.71

Total Expenses

829.21

1082.46

Profit before tax

80.35

112.57

Less: Tax Expenses

62.72

25.81

Profit after tax

17.63

86.76

Other Comprehensive Income

-

-

Total Comprehensive Income/(Loss) for the Year

17.63

86.76

Earning per Shares (Basic)

0.14

0.79

Earning per Shares (Diluted)

0.14

0.79

2. RESULTS OF OPERATIONS & STATE OF COMPANY’S AFFAIRS:

• The revenue generated from operations amounted to INR 9,06,71,000 (Indian Rupees Nine Crore Six Lakh Seventy-one Thousand) in F.Y. 2023-24 as compared to F.Y. 2022-23, in which revenue generated was amounted to INR 11,29,25,000(Indian Rupees Eleven Crore Twenty-nine Lakh Twenty-Five Thousand).

• Net profit after tax is INR 17,63,000/- (Indian Rupees Seventeen Lakh Sixty-Three Thousand) in F.Y. 2023-24 in Comparison to INR 86,76,000 (Indian Rupees Eighty-Six Lakh Seventy-Six Thousand) in F.Y. 2022-23.

3. CHANGE IN THE NATURE OF BUSINESS:

There was no Change 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 26,00,00,000 /- (Indian Rupees Twenty- Six Crore) and issued, subscribed and paid-up equity share capital on March 31, 2024, stood at INR 12,26,50,000/- (Indian Rupees Twelve Crores Twenty-Six Lakhs Fifty Thousand) divided into 1,22,65,000 (One Crore Twenty Two Lakhs Sixty Five Thousand) Equity Shares of INR 10/- (Rupee Ten Only) each.

Note: The authorized share capital of the Company has been increased from INR 14,00,00,000 to INR 26,00,00,000 by vide resolution passed by members through postal ballot dated 16th August, 2023.

5. DIVIDEND:

The Board of Directors has not recommended any dividend for the financial year ended on March 31, 2024.

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 2024.

7. TRANSFER TO RESERVES:

During the current year, the company has transferred INR 22.63/- Lakhs into the General Reserve of the Company and the closing balance of General Reserve as on 31st March 2024 stands INR 29, 60,000 (Twenty-Nine Lakh Sixty Thousand only).

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

The impact on the Company’s financial statements has been given in Note No. 2 of the Notes to financial statements for the year ended March 31, 2024. 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 company''s 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.2023-24.

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 2023-24, there was no change in the Composition of Directors.

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 202324 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 9 (Nine) times to deliberate on various matters on 20/04/2023, 29/05/2023, 05/07/2023, 13/07/2023, 12/08/2023, 10/11/2023, 17/11/2023, 03/02/2022, 13/02/2024, 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 Company’s 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 Company’s 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 Company’s 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 a Statutory auditor till the conclusion of 33rd (Thirty Third) Annual General Meeting.

The Statutory Auditor’s 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, Wadhwa Complex, Laxmi Nagar, Delhi-110092 were appointed as Internal Auditors for the financial year 2023-2024.

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 2023-24. 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 S ection 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 company’s 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 decisionmaking 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 2023-24 is available on Company’s 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: 06.09.2024 Independent Director Managing Director

Place: New Delhi DIN: 07892196 DIN: 00060319


Mar 31, 2018

Dear Members,

The directors take pleasure in presenting the 24th Annual Report of your company together with the Audited Balance Sheet as on 31st March, 2018 and the statement of Profit & Loss for the year ended on that date.

FINANCIAL RESULTS

The performance of the Company for the Financial Year ended 31st March, 2018 is summarized below:

Particulars

Year ended 31.03.2018

Year ended 31.03.2017

Income (Gross)

222,405,787

88,037,253

Expenses during the year excluding depreciation and interest

202,834,140

83,338,582

Profit/Loss before depreciation and interest

19,571,647

4,698,671

Less:

Depreciation

Interest

14,404,673

25,790

Profit before Taxes

5,228,649

4,672,881

Less: Provision for Taxation

- Current Tax/MAT

- Deferred Tax

- MAT Credit Entitlements

1,620,881

1,448,593

(24,112)

Profit/(Loss) After Tax

3,607,768

3,248,400

DIVIDEND

Your Directors intend to plough back available resources for financial requirements and express their inability to recommend any dividend for the Financial Year 2017-2018.

RESERVES

The Company has transferred Rs. 3,607,768/- from the statement of profit and loss to general reserve during the year under review.

BUSINESS OPERATIONS

The Fiscal Year 2018 was a period of relative stability. During the year under review, your Company achieved a profit of Rs. 5,228,649/- before tax as against profit of Rs. 4,672,881/- in the preceding Financial Year.

DIRECTORS

During the year under review, Mr. Gulshan Kumar Mehndiratta has resigned from the post of Directorship of the Company w.e.f. 05.07.2018. The Company had appointed Mr. Mahesh Kumar Verma w.e.f. 01.08.2017 as an Additional Director of the Company.

During the year under review the company had appointed Mr. Mukesh Bhatnagar as CEO of the Company w.e.f. 09.05.2017.

BOARD MEETINGS

The Board met 12 (Twelve) times during the financial year 2017-18 on 09.05.2017, 30.05.2017, 05.07.2017, 19.07.2017, 01.08.2017, 22.08.2017, 28.08.2017, 18.09.2017, 24.10.2017, 14.11.2017, 21.01.2017, 14.02.2018.

BOARD COMMITTEES

The Board has re-constituted all the three functioning committees in accordance with the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 namely Audit Committee, Share Holders/Investors, Grievance Committee and the Nomination and Remuneration Committee. The members of each committee are highly educated and well experienced. The Role of each committee is given in the Report of Corporate Governance.

COMPANY SECRETARY

The Company has appointed Mr. Tushar Rai Sharma as the Company Secretary with effect from 9th May, 2017. Mr. Tushar Rai Sharma, the Company Secretary of the Company has resigned from his office with effect from 01st August 2017.

The Company has appointed Mr. Abhimanyu Bhadoo as the Company Secretary with effect from 18th September, 2017. Mr. Abhimanyu Bhadoo, the Company Secretary of the Company has resigned from his office with effect from 19th December, 2017.

AUDITORS

The Auditors of the Company, M/s. Mittal Nirbhay & Co. shall be eligible to be re-appointed with the consent of shareholders at the upcoming Annual General Meeting. The Auditors have confirmed that they satisfy the criteria provided under section 141 of the Companies Act, 2013 (The Act) to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of next AGM of the Company to be held in the year 2023 of the Company.

AUDITORS’ REPORT

The Auditors report does not contain any reservation, qualification or adverse remark. SECRETARIAL AUDITOR

The Secretarial Audit of the Company has been conducted by V Kumar & Associates, Company Secretaries and their report on the Secretarial Audit for the year under review is annexed hereto.

SECRETARIAL AUDIT REPORT

The Secretarial Auditor has made qualifications in the Secretarial Audit Report which is attached as ANNEXURE-4 PUBLIC DEPOSITS

The Company has not accepted any fixed deposits during the Financial Year under review.

DETAILS REGARDING REMUNERATION TO THE EMPLOYEES

In terms of rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.The name and other particulars of the employees, whose remuneration falls within the purview of the said rule, are required to be set out in the Annexure to the Directors Report. However during the year under review or any part thereof, The Company did not employ any person with remuneration falling within the purview as prescribed under the rule.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Company is not engaged in any manufacturing or processing activity, as such particulars required to be given in terms of Section 134(3) (m) of the Companies Act, 2013 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There has been no expenditure and/or earning in foreign exchange.

NOTES ON TAXATIOIN

In the opinion of Directors, the provision for income tax is sufficient to meet Income Tax Demand, Shortfall, if any will be met, if necessary, out of reserves.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATES.

There have been no material changes and commitments occurred between the periods affecting the financial position of the Company.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANY

The Company has no subsidiary, Associate Companies and joint venture Company.

EXTRACT OF THE ANNUAL RETURN

The details forming part of extract of Annual Return as on the financial year ended March 31, 2018 pursuant to section 92(3) of the Companies Act, 2013 in Form MGT-9 is attached as ANNEXURE-3

LOAN AND INVESTMENT BY COMPANY

During the year under review the Company has neither given any loan to any persons or body corporate nor given any guarantee or provided security in connection with a loan to other body corporate or Persons under Section-186 of the Companies Act, 2013. The Company has not made any investment in the purchase of shares of any associate Company during the year under review.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions that were entered into during the financial year were in the ordinary course of Company’s business and on the arm’s length basis. There are no materially significant related party transactions made by the Company with the Promoters, Key Management Personnel or other designated persons which may have potential conflict with the interest of the Company at large.

Related Party Disclosure as required as per Accounting Standard (AS-18) on “Related Party Disclosure” issued by the Institute of Charted Accountants of India (ICAI) is as below:

The Company’s Related Party Transactions during the year are as follows:

Nature of Transaction

As at 31st March, 2018

As at 31st March, 2017

Rs.

Rs.

Unsecured Loan from Related Parties Aushim Khetarpal

11,161,660

12,681,209

Umang Khetarpal

1,223,565

1,223,565

Asha Khetarpal

1,341,000

-

Shirdi Sai Baba Foundation

64,806,958

43,763,531

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

The Company has adequate internal financial control system commensurate with the size of the Company and the nature of its business with regards to purchase of Fixed Assets. The activities of the Company do not involve purchase of inventories and sale of goods and services.

The Internal financial control system is periodically reviewed by the Directors who are highly educated and well experienced.

To ensure adequacy of internal financial controls, the procedures adopted by the Company are based on the following parameters:

(a) Familiarity with Policies and Procedures - the related policies and procedures and the changes thereto, if any are communicated to the employees at the time of joining and it is ensured that such person understands the policies or procedures correctly.

(b) Accountability of Transactions - There is a proper delegation of authorities and responsibilities so as to ensure accountability of any transaction.

(c) Accuracy & Completeness of Financial Statements/ Reports - For accuracy and completeness of information, reconciliation procedure and multiple checking at different level have been adopted. To avoid human error, computer softwares are extensively used.

(d) Retention and Filing of Base Documents - All the source documents are properly filed and stored in a safe manner. Further, important documents, depending upon their significance are also digitized.

(e) Segregation of Duties - It is ensured that no person handles all the aspects of a transaction. To avoid any conflict of interest and to ensure propriety, the duties have been distributed at different levels.

(f) Timeliness - It is also ensured that all the transactions are recorded and reported in a timely manner.

The procedures are also reviewed by the Statutory Auditors and the Directors of the Company from time to time. There has also been proper reporting mechanism implemented in the organization for reporting any deviation from the procedures.

SEGMENT

The Company is engaged in the business of television channels, news, Films, music, serials and trading in fabrics which are governed by the same set of risks and returns and as such are in the same segment.

SHARE CAPITAL

(A)Issue of Equity shares with deferential rights : NIL

(B) Issue of Sweat Equity shares : NIL

(C)Issue of employees stock options : NIL

(D) Provision of Money by Company for purchase of its own share by employees or trustee for the Benefit of employees : NIL

RISK MANAGEMENT POLICY

At present, the Company has not identified any element of risk which may threaten the existence of the Company.

COPRORATE SOCIAL RESPONSIBILITY

The provisions of Section 135(1) of the Companies Act, 2013 are not applicable to the Company and therefore the Company has no corporate Social Responsibility Committee of the Board.

ANNUAL EVALUTION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND UNDIVIDUAL DIRECTOR

The Board of Directors have complied with the provisions of Sec. 134(3)(p) of the Companies Act, 2013 and Regulation 17(10) of SEBI(LODR) Regulation, 2015 regarding Annual Evaluation of performance of the Board, the Committees and the individual Directors. Such evaluation was made on the parameters such as the level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance of the Board, its committees and the individual Directors is satisfactory.

CODE OF CONDUCT

The chairman of the Board Meetings has given a declaration that all Directors and senior Management Personnel concerned affirmed compliance with the code of conduct with reference to the year ended March 31, 2018. Declaration is annexed with the Annual Report.

CORPORATE GOVERNACE

In compliance with the requirements of SEBI (LODR) Regulation, 2015 entered into with the Stock Exchange, a separate report on Corporate Governance along with Auditors Certificate confirming its compliance is annexed and form part of this report.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to section 134(3)(m) of the Companies Act, 2013, with respect to Directors Responsibility statement, it is hereby confirmed that :-

(i) In the preparation of the Annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) 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 or loss of the Company for that period.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

(v) The Directors, in the case of a listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) 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.

ACKNOWLEDGEMENT

Your Directors wish to place on record and acknowledge their appreciation for the continued support and co-operation received from Government agencies and the shareholders. Your Directors also record their appreciation for the total dedication of employees at all levels.

Place: New Delhi For on behalf of the Board of Directors

Date: 27/08/2018 M/s. Orient Tradelink Limited

Sd/- Sd/-

(Mahesh Kumar Verma) (Sunil Arora)

Director Director

DIN: 07892196 DIN:03517899


Mar 31, 2014

The Members of Orient Tradelink Limited,

The Directors have pleasure in presenting the Director''s Report of the company together with the Audited Statement of Accounts for the Financial Year ended March 31st, 2014.

FINANCIAL RESULTS: Particulars Current Year Previous Year Amount (Rs. In Lacs) Amount (Rs. In Lacs)

Total Income 244.97 52.59

Profit before Tax 00.55 (00.13)

Less: Provision for Tax (00.20) (00.02)

Profit after Tax adjustment 00.35 (00.11)



DIVIDEND

Your Company''s Directors do not recommend any dividend to the Shareholders of the Company for the Financial Year 2013-2014.

TRANSFER TO RESERVES

The Company does not transfer any amount to the General Reserve as there are no profits available for appropriations.

PARTICULARS OF EMPLOYEES:

None of the employees of your company were drawing emoluments exceeding the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particular of Employees) Rules, 1975 during the year.

A detailed report on the company''s efforts at the adopting principles of corporate Governance as prescribed under the clause 49 of the listing agreement is produced as part of the Annual Report.

DEPOSITS

The Company has not accepted or renewed any sort of deposits during the Financial Year 2013-2014 under section 73 and 74 of the Companies Act, 2013.

CORPORATE GOVERNANCE:

The Board of Directors supports the principles of Corporate Governance. In addition to the basic governance issues the board lays strong emphasis on transparency, accountability and integrity. Your company strives for excellence with the objective of enhancing the shareholders'' value. We ensure the practice of Corporate Governance in your esteemed company. All function is discharged in professionally sound, competent and transparent manner.

A detailed report on the company''s efforts at the adopting principles of corporate Governance as prescribed under the clause 49 of the listing agreement is produced as part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Since the Company has not carried on the Business, which requires the particulars to be set out as prescribed under section 217 (1)(e),of the Companies Act, 1956 read with the companies. (Disclosure of Particulars in the report of Board of Directors) Rules, 1998 in the Director''s report, the same provision is not applicable.

COMPANY SECRETARY:

As per the requirement of Section 383A, the Management of the Company has appointed Mr. Sunil Kumar Sharma as a Company Secretary of the Company. Hence the company''s Balance Sheet for the Financial Year ended 31st March 2014 has been authenticated by the Company Secretary.

FOREIGN EXCHANGE EARNING AND OUTGO:

The company has not earned any foreign exchange from its business operation during the current year. There is no outgo of foreign exchange during the year 2013-14

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of sub - section (2AA) of Section 217 of the Companies Act, 1956, your Directors hereby confirm:

(I) That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(II) That 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 as on 31st March, 2014 and of Profit of the company for that period.

(III) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(IV) That the directors had prepared the annual accounts on a going concern basis.

DIRECTORS

In accordance with the Articles of Association of the Company Ms. Anita Khetarpal is liable to retire by rotation at this Annual General Meeting. Mr. Sunil Arora and Mr. Gulshan Kumar Mehndiratta, Director of the Company, is hereby appointed as an Independent Director of the Company for a term of five years.

AUDITORS:

M/s Mittal Nirbhay & Co., Chartered Accountants, Statutory Auditors of the company retire at the conclusion of the Annual General Meeting and being eligible, offer themselves for re- appointment.

AUDITORS REPORT:

The Directors have gone through the Auditors reports and are in agreement with the same.

REGISTRAR AND TRANSFER AGENTS:

The work related to shares in Demat and Physical mode is done by Registrar and Transfer Agent of the Company: M/s Skyline Financial Services Private Limited at D 153-A 1st Floor, Okhla Industrial Area, Phase-1, New Delhi-110020.

LISTING:

The Equity Shares of Company are listed with Bombay Stock Exchange Limited and Ahmedabad Stock Exchange Limited.

CASH FLOW STATEMENT:

As required under clause-31(2) of the Listing Agreement, a cash flow statement, as prepared in accordance with the Accounting Standard-3 issued by the Institute of Chartered Accountants of India, is given along with Balance Sheet and Profit and Loss Account.

CAUTIONARY STATEMENT:

Statement in this report, particularly those which relate to Management Discussion and Analysis describing the Company''s objective, projections, estimates and expectations may constitute "forward looking statements" within the meeting of applicable laws and regulations. Actual results might differ materially from those expressed or implied in the statement depending on the circumstances.

INTERNAL CONTROL SYSTEM:

The company has a reasonable control system commensurate with its size and the nature of services provided by the company, which is being reviewed, periodically for more effectiveness. The company has an audit committee, which regularly reviews the internal audit observations and put corrective measures through justified actions.

HUMAN RESOURCES DEVELOPMENT:

The Company continues to enjoy cordial and warm relations with the employees and executives at all levels. It provides direction for the people working in the organization. Special training programs, workshops, seminars, etc. were continued during the year with a focus towards infusion of technical skill and quality consciousness in order to improve productivity, efficiency and quality.

INDUSTRIAL RELATIONS:

The industrial relation among all within the organization was cordial. They maintained highest level of discipline and decency for the growth of the organization.

GENERAL:

The note forming part of the accounts being self-explanatory, the comments made by the auditors in their report are not required to be dealt separately.

APPRECIATION:

The Directors wish to place on record its appreciation for the continued co-operation extended by various Financial Institutions, Bankers, Govt. Departments and the members. The Directors also express their appreciation to the employees at all levels, for their dedicated services rendered to the Company.

Date: 05/09/2014 By Order of the Board Place: New Delhi of Orient Tradelink Limited

Name: Aushim IParshdttam Khetarpal Designation: Managing Director DIN: 00060319 Address: G-34, Sector-39, NOIDA, Uttar Pradesh-201301


Mar 31, 2013

Dear Shareholders,

We are pleased to present 19th Annual Report of Orient TradeLink Limited together with Audited Financial Statements and Auditor''s Report for the Financial Year ended as on 31st March 2013. The

Financial Highlights for the year under review are given below:

FINANCIAL RESULTS:

31.03.2013 31.03.2012 (Rs. In Lacs) (Rs. In Lacs)

Sales 3.88 45.80

Financial Charges 0.23 0.27

Depreciation 0.43 0.43

Profit before Tax (0.13) 0.49

Profit after Tax (0.11) 0.32

Operational Review

During the year under review, the turnover of the Company was 3.88 Lacs. The loss before tax was Rs (13447.35) and Net Profit/ (Loss) after tax was Rs. (11135.35). The performance of the Company is expected to be better in the coming years.

Dividend

In view of the company prospectus, Directors are unable to recommend any dividend for the current year as films are under production and due for release.

Fixed Deposits

The Company has not accepted any deposit during the financial year under review.

Directors

In terms of the provisions of Companies Act, 1956 and the Articles of Association of the Company, Shri Harshad Chimanlal Shah, Director of the Company are retiring by rotation and being eligible, offers himself for re-appointment as non-executive Directors.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2013, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied them consistently 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 of the Company for the year under review;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2013 on a ''going concern'' basis.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

i) Energy conservation - NIL

ii) Technology absorption - NIL

iii) Foreign Exchange earnings and out go: NIL

Auditors

M/s Nayak Saluja & Associates, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting, being eligible offer themselves for re-appointment. The Company has received a certificate from them that their re-appointment if made would be within prescribed limits under Section 224(1B) of the Companies Act, 1956.

Auditors'' Report

The Auditors Report is self explanatory and therefore do not call for any further explanation u/s 217(3) of the Companies Act, 1956.

Corporate Governance Report

Your company is committed to the best corporate governance practices. The compliance report on corporate governance forms part of the Annual Report. The certificate from the Secretarial Auditors of the Company regarding compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement is annexed to this report.

Listing

The equity shares of the Company are listed on Bombay Stock Exchange and Ahmedabad stock exchange.

Particular of Employees

Particulars as required under Sec. 217(2A) of The Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1976 are NIL.

Acknowledgement

Your Directors takes this opportunity to place on record their sincere appreciation for the co-operation and assistance, which the Company has received from Banks and various Government departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the company.

For and on Behalf of the Board

SD/- SD/- Aushim Parshottam Khetarpal Anita Khetarpal Managing Director Director

Date: 24/08/2013

Place: Ahmedabad


Mar 31, 2012

Dear Shareholders,

We are pleased to present 18th Annual Report of Orient TradeLink Limited together with Audited Financial Statements and Auditor''s Report for the Financial Year ender as on 31st March 2012. The Financial Highlights for the year under review are given below:

FINANCIAL RESULTS:

31.03.2012 31.03.2011 (Rs. In Lacs) (Rs. In Lacs)

Sales 45.80 17.62

Financial Charges 0.27 0.63

Depreciation 0.43 0.43

Profit before Tax 0.49 1.25

Profit after Tax 0.32 0.83

Operational Review

During the year under review, the turnover of the Company was 45.80 Lacs. The Profit before tax was Rs 49.012.49 and Net Profit after tax was Rs. 32,275.49. The performance of the Company is expected to be better in the coming years. Dividend

In view of the company prospectus, Directors are unable to recommend any dividend for the current year as films are under production and due for release.

Fixed Deposits

The Company has not accepted any deposit during the financial year under review. Directors

In terms of the provisions of Companies Act, 1956 and the Articles of Association of the Company, Smt. Anita Khetarpal, Director of the Company are retiring by rotation and being eligible, offers himself for re-appointment as non-executive Directors.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2012, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied them consistently 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 of the Company for the year under review;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2012 on a ''going concern'' basis.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

i) Energy conservation - NIL

ii) Technology absorption - NIL

iii) Foreign Exchange earnings and out go: NIL

Auditors

M/s Nayak Saluja & Associates, Chartered Accountants, Statutory Auditor of the Company, retire at the conclusion of the ensuing Annual General Meeting, being eligible offer themselves for re-appointment. The Company has received a certificate from them that their re-appointment if made would be within prescribed limits under Section 224(1B) of the Companies Act, 1956.

Auditors'' Report

The Auditors Report is self-explanatory and therefore do not call for any further explanation u/s 217(3) of the Companies Act, 1956.

Corporate Governance Report

Your company is committed to the best corporate governance practices. The compliance report on corporate governance forms part of the Annual Report. The certificate from the Secretarial Auditors of the Company regarding compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement is annexed to this report.

Listing

The equity shares of the Company are listed on Bombay Stock Exchange and Ahmedabad stock exchange.

Particular of Employees

Particulars as required under Sec. 217(2A) of The Companies Act, 1956, read with the Companies

(Particulars of Employees) Rules, 1976 are NIL.

Acknowledgement

Your Directors takes this opportunity to place on record their sincere appreciation for the co-operation and assistance, which the Company has received from Banks and various Government departments.

The Board also places on record its appreciation of the devoted services of the employees support and co-operation extended by the valued business associates and the continuous patronage of the customers of the company.

For and on Behalf of the Board

SD/- SD/- Aushim Parshottam Khetarpal Anita Khetarpal Managing Director Director

Date: 10/08/2011

Place: Ahmedabad


Mar 31, 2010

The directors have pleasure in presenting herewith the 16th Audited Annual Report for the year ended on 31st March, 2010 of your Company.

FINANCIAL HIGHLIGHT.

The Financial performance of the company during the year is as under:

PARTICULARS FOR THE YEAR FOR THE YEAR ENDED ON ENDED ON 31/03/2010 31/03/2009

Total Income. 1,01,450.00 0

Total Expenses 94,775.00 5,500.00

Profit Before Depreciation & Tax 6,675.00 (5,500.00)

Depreciation 9,120.00 9,120.00

Provision For Tax 0 0

Provision for FBT. 0 0

Profit / (Loss) After Tax. (2,445.00) (14,620.00)

Deferred Tax (Assets) Liability 0 0

Net Profit / (Loss) for the Year (2,445.00) (14,620.00)

Previous Year Balance B/F (2,79,57,754.00)(2,79,43,134.00)

Balance Carried to Balance Sheet (2,79,60,199.00)(2,79,57,754.00)

Earning Per Share (In Rupees) 0 0

DIVIDEND:

Due to net loss suffered after provision for depreciation, your directors have not recommended any amount to be paid as dividend.

TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND:

The Company has no liability on account of unpaid/ unclaimed dividend which may be required to be transferred and credited to the Investors Education and Protection Fund as per requirements of Section 205c of the Companies Act. The Company has also no outstanding unpaid/ unclaimed Interest liability on Deposits or Debentures or no outstanding unpaid/ unclaimed principal amount of any Deposits or Debentures or share application money.

BUY BACK OF SHARES:

The Company has not announced any Buy Back Of Share of its Equity Share Capital since inception as per the provisions of Section 77A, 77AA, 77B of the Company Act 1956. Hence the Company is not

ENVIROMENT PROTECTION:

The Company is not engaged in the industrial or manufacture activities. Except the water used for sanitation purpose, there is no other type of water, air or noise pollution being generated by the company.

INSURANCE AND PROTECTION OF ASSETS:

The Company is facing the liquidity crunch. It has no sizeable big fixed assets except the office equipments like tables, chairs, computer systems etc. Hence, the Company has not taken any type of insurance of its fixed assets. The Company has also no moveable stock, machineries which require taking protection by way of insurance.

DEPOSITS: (SECTION 58A)

During the year under review your company has neither invited nor accepted any public deposit or deposits from the private parties as defined under section 58A of the Companies Act-1956.

DIRECTORS

During the year Mr. Harshad C Shah shall retire by rotation. Your directors recommend to appoint him by passing the required resolution.

DIRECTORS RESPONSIBILITY STATEMENT (SECTION 217( 2AA)

Pursuant to the provision contained in section 217(2AA) of the Companies Act 1956 the Directors of your Company Confirm:

(A) That as far as possible in the preparation of the annual account, the applicable accounting standards have been followed and no material departures have been made from the same;

(B) That they have selected such accounting policies and applied them consistently and made judgments and estimated that are reasonable and prudent so as to give a true and fair view of the state of affair of the company for that period:

(C) That they have 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 for preventing and detecting fraud and other irregularities:

(D) That they have prepared the annual account on a going concern basis. STATUTORY AUDITOR:

Mr. Umesh Khese, Chartered Accountants, of Khese Associates have not given their consent for re- appointment. M/s Sanjeev M Bansal & Associates is proposed to be appointed as statutory Auditor of the Company with the approval of Shareholders. Necessary Resolution making their appointment as the Statutory Auditors and fixing their resolution is proposed to be passed at the Annual General Meeting.

AUDITORS OBSERVATION:

Notes to the Accounts are self explanatory in nature. The Auditors have not made any adverse remarks in their report.

EMPLOYEES: (SECTION 217 (2A))

There is no employee of the company who were in receipt of the remuneration of RS. 24,00,000/- in the aggregate if employed for the year and in receipt of the monthly remuneration of RS. 2,00,000/- in the aggregate if employed for a part of the year. Hence the information required under section 217 (2A) of the companies Act, 1956 being not applicable are not given in this report.

FORMATION OF THE AUDIT COMMITTEE (SECTION 292A)

As stated in para corporate governance the present Board of Directors being not as per the requirements of Listing Agreement and the provisions of section 292A the company has yet not formed the Audit Committee within the organization. The management is taking active steps to regularize and make legal compliance in this regard immediately.

MATERIAL DEVELOPMENT:

No material development has taken place in the Company from the closure of the financial year till the date of this annual report and the same does not have any material impact on the financial conditions or operation of the Company.

STATUTORY INFORMATION: (SECTION 217 (1) (E)):

As the Company is a trading Company and was during the year not engaged in the commercial business activities, the information required to be disclosed as per the provisions of Section 217 (1) (E) of the Company Act - 1956 and the Companies (Disclosure of particulars in the Report of Board of Directors ) Rules 1988 are not given herewith..

APPRECIATION:

Your directors take this opportunity to acknowledge the trust reposed in your Company by its Shareholders, Bankers and Clients. Your Directors also keenly appreciate the dedication & Committee of all our employees, without which the continuing progress of the Company would not have been possible.

PLACE: AHMEDABAD ON BEHALF OF THE BOARD OF DIRECTORS

OF ORIENT TRADEUNK LIMITED DATE: 24th July, 2010

SD/- (AUSHIM. P. KHETARPAL) CHAIRMAN & MANAGING DIRECTOR

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