To the Members,
The Directors have the pleasure of presenting before you the 29th
AnnualReport of the Company together with the Audited Financial Statements for the
financial year ended 31stMarch 2025.
FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:
The performance during the period ended 31stMarch 2024 has been as under
(Rs. In Lakhs)
Particulars |
Year ending 31st March 2025 |
Year ending 31st March 2024 |
Net Income |
2183.96 |
549.22 |
EBIDTA |
1275.73 |
(369.47) |
Less: Interest |
100.40 |
178.68 |
Less: Depreciation |
55.74 |
145.78 |
Profit/Loss before Tax |
1119.59 |
(693.93) |
Tax expenses (Deferred Tax) |
(263.06) |
(43.75) |
Profit/Loss After Tax |
856.53 |
(650.18) |
Gain/Loss Available for Appropriation |
853.21 |
(648.59) |
Appropriations |
|
|
- General Reserves |
0 |
0 |
Balance Carried Forward to Balance Sheet |
853.21 |
(648.59) |
Oriental s marble processing facilities are based at Gummidipoondi near Chennai,
Tamilnadu-601201. Here, the company has fully integrated processing facilities equipped
with state-of-the-art machinery, namely Gangsaws, automatic Resin Lines with robotic
feeds, imported from SEI, Italy, one of the pioneers and leaders in manufacturing
machinery for the marble industry, imported automatic Line Polishers and imported Grinding
Machines. Thus, the company ensures that the marble processed in its factory is comparable
to the quality processed in Europe and elsewhere.
Well-known architects, significant corporations in the building and construction
industry, hotels, hospitals, shopping malls, and commercial, retail and residential
projects prefer marble supplied by Oriental. Oriental has procured, processed and provided
marble to the major developers, contractors, hotels and institutional buyers in the
Northern region, including the Delhi NCR; the Southern Region, Bangalore and Chennai; and
the Eastern Region, Kolkata.
The company is presently operating with its own Sales and Marketing Outlets, including
anewly constructed showroom at Greater Noida, and coming up with another showroomin Delhi
by next year to meet the growing demand for imported Marble. The company is the only
processor and supplier of Imported Marble having a PAN India Presence.
The company has a team of qualified and experienced Marketing staff at all its
locations headed and controlled by the senior Management.The company s business
performance is directly related to the real-estate sector & infrastructure, which has
slashed down due to sluggish product demand. The company has imported fresh raw materials
during the financial year 2024-25 in which most of material are in transit and prefers to
buy some finished materials from the domestic market to meet priority orders. The revenue
of the company has increased by 297.64% in comparison to the previous year. The
profit/(loss) of the company before tax is Rs. 853.21 Lacs, comparable to Rs. (648.59)
lacs during the previous year.
CHANGE IN THE NATURE OF BUSINESS.
There is no Change in the nature of the business of the Company during the year under
review.
MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH
HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT;
There is no such material change and commitments except some futuristic statements as
discussed in Management s discussion.
DIVIDEND
Your Directors do not recommend any dividend for the financial year under review.
TRANSFER TO RESERVE
The Board does not recommend transferring any amount to the reserve, as there were no
profits.
SHARE CAPITAL
During the year under review there are change in share capital of the Company. The
Authorized Share Capital of the Company had been increased from Rs. 70,00,00,000/- (Rupees
Seventy Crores Only) to Rs. 75,00,00,000/- (Rupees Seventy-Five Crores Only).
During the year under review, 4,41,04,656 equity shares were allotted by way of rights
issue.
The paid-up share capital of the Company have been increased from Rs. 29,40,26,090 to
Rs. 73,50,72,650.
BOARD MEETINGS
The Board of Directors duly met seven times during the year.
DIRECTOR AND KEY MANAGERIAL PERSONNEL
Mr. Baldev Kumar Lakhanpal, Non-executive Director (DIN:08144265), retired by rotation
and offered himself for re-appointment at the ensuing Annual General Meeting. Mr. Suresh
Kumar Tanwar (DIN: 03490929) Independent Director of the Company had resigned from the
Board of Directors of the Company due to personal reasons with effect from 26 April, 2024.
Mrs. Purva Mirajkar had been appointed as Company Secretary and Compliance Officer of
the Company with effect from 11thMay ,2024.
Mr. Aditya Gupta (DIN: 08460431) had been re-appointed as a Non-executive Independent
Director for a second term of consecutive five years effective from 30thMay
2024. Mr. Jitendra Surendra Gupta (DIN: 07639095), has appointed as an Independent
Director under the category of Independent Director on 03.09.2024 and he resigned from
directorship w.e.f. 1st March, 2025 due to personal reason.
Ms. Purva Mirajkar, Company Secretary & Compliance Officer of the Company has
resigned from the Company w.e.f 10thDecember, 2024 due to his personal reasons.
Ms. Pooja Somani has been appointed as Company Secretary & Compliance Officer of the
Company w.e.f 18thJanuary, 2025.Mr. Dinesh Narang (DIN: 03098779), has been
appointed as an Additional Director under the category of Independent Director w.e.f.
23.05.2025.
Mr. Rajesh Punia (DIN : 00010289) has been re-appointed as Managing Director for five
years w.e.f 1st January, 2026.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received a declaration from an Independent director of the company to
the effect that they are meeting the criteria of independence as provided in Subsection
(6) of Section 149 of the Companies Act, 2013.
AUDIT COMMITTEE AND OTHER BOARD COMMITTEES
The details pertaining to the composition of the Audit Committee and other Board
Committees and their roles, terms of reference, etc., are included in the Corporate
Governance Report, which forms part of this Annual Report.
VIGIL MECHANISM AND COMPOSITION OF AUDIT COMMITTEE
The Company has established a Vigil Mechanism Policy for directors and employees to
report genuine concerns pursuant to the provisions of sections 177(9) & (10) of the
Companies Act, 2013.
DIRECTOR'S RESPONSIBILITY STATEMENT
In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby
confirm that: a) In the preparation of the annual accounts, the applicable accounting
standards were followed along with proper explanation relating to material departures; b)
The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent to give an accurate and fair view
of the state of affairs of the company at the end of the financial year and of the profit
and loss of the company for that period; c) The Directors had taken proper and sufficient
care for the maintenance of adequate accounting records in accordance with the provisions
of this Act for safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities; d) The Directors had prepared the annual accounts on a
going concern basis, and e) The Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls were adequate and were
operating effectively. f) The Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
8
STATUTORY COMPLIANCE
The Company has complied with the required provisions relating to statutory compliance
with regard to the affairs of the Company in all respects.
SUBSIDIARIES, JOINT VENTURES, ASSOCIATES COMPANY
The Company has not any subsidiaries, Associates or Joint Ventures
ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013, read with Rule 12 of the
Companies (Management & Administration) Rules, 2014, the Annual Return, in Form MGT
-7, is available on the Company s website at www.orientaltrimex.comand can be accessed at
https://www.orientaltrimex.com/admin/assets/investors/ FORM_MGT_7.pdf
STATUTORY AUDITOR'S REPORT
There are no reservations, qualifications, adverse remarks or disclaimers in the
Independent Auditor s Report. The notes forming part of the accounts are self-explanatory
and do not call for further clarification under Section 134 (3) (f) of the Companies Act,
2013.
STATUTORY AUDITOR'S
The Board of Directors of the Company, based on the recommendation of the Audit
Committee, at their Meeting held on 31st July, 2025 recommended the appointment of M/s.
Aditya S Jain and Company, Chartered Accountants (Firm Registration No. 021994N) as
Statutory Auditors of the Company for a first term of five consecutive years to hold
office from the conclusion of the 29th AGM till the conclusion of the 34th
AGM of the Company.
Accordingly, a resolution seeking Members approval for the appointment of M/s. M/s.
Aditya S Jain and Company, Chartered Accountants (Firm Registration No. 021994N), as the
Statutory Auditors of the Company has been included in the Notice convening the 29th
AGM.
M/s. S. Agarwal & Co., Chartered Accountants, New Delhi (Firm Registration No.
000808N) were appointed as Statutory Auditors of the Company until the conclusion of the
29th Annual General Meeting of the Company.
Other disclosure regarding Auditor appointment
REPORTING OF FRAUDS BY AUDITORS
During the year under review, no instance of fraud has been reported by any of the
Auditors of the Company under Section 143(12) of the Companies Act 2013 to the Audit
Committee/ Board of Directors or the Central Government. Therefore, no detail is required
to be disclosed under Section 134(3)(ca) of the Companies Act.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act,
2013, Secretarial Audit Report as provided by M/s.Aman Kesarwani & Associates(COP
20780), Practicing Company Secretaries is annexed to this Report asAnnexure-I
Further, pursuant to the provisions of Regulation 24A of the Listing Regulations and in
accordance with Section 204 of the Act, basis recommendation of the Board, the Company is
required to appoint Secretarial Auditor, with the approval of the Members at its AGM.
The Board of the Company has recommended the appointment of M/s.Aman Kesarwani &
Associates, Company Secretaries (COP 20780) as the Secretarial Auditor of the Company for
a period of 5 (five) consecutive financial years i.e. from FY2025-26 up to FY2029-30,
subject to approval of the Members at the ensuing AGM of the Company, to undertake
Secretarial Audit as required under the Companies Act and Listing Regulations.
The Secretarial Auditor has confirmed that he holds valid certificate issued by the
Peer Review Board of ICSI.
MAINTENANCE OF COST RECORDS
The company has maintained the books of accounts pursuant to the rules made by the
central government for the maintenance of cost records under section 148(1) of the
Companies Act 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
Information required under section 134(3)(m) of the Companies Act, 2013, read with Rule
8 of the Companies (Accounts) Rules,2014, is given inANNEXURE-IIto this report.
DEPOSITS
The Company has not accepted any deposits covered under Chapter V of the Companies Act
2013.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the period under review, there were no significant and material orders passed by
the regulators or Courts or Tribunals impacting the going concern status and the company s
operations in future.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has well-established procedures for internal control across its various
locations, commensurate with its size and operations. The organisation is adequately
staffed with qualified and experienced personnel for implementing and monitoring the
internal control environment.
The internal audit function is adequately resourced commensurate with the operations of
the company and reports to the Audit Committee of the Board.
INSURANCE
The properties and assets of your Company are adequately insured.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The company has not given loans or guarantees or made any investments during the year
under review.
RISK MANAGEMENT POLICY
Your Company follows a comprehensive system of Risk Management. Your Company has
adopted a procedure for assessment and minimization of probable risks. It ensures that all
the risks are timely defined and mitigated in accordance with the well-structured risk
management process.
CORPORATE SOCIAL RESPONSIBILITY POLICY
Since your Company does not have a net worth of Rs. 500 Crore or more or turnover of Rs
1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year,
section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not
applicable and hence the Company need not adopt any Corporate Social Responsibility
Policy.
RELATED PARTY TRANSACTIONS:
All contracts/arrangements/transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm s length
basis.
BOARD EVALUATION
Pursuant to the provision of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirement) Regulations 2015, the Board has carried out an annual performance
evaluation of its performance, the directors individually as well as the evaluation of the
working of its various Committees. The manner in which the evaluation has been carried out
is explained in the Corporate Governance Report.
NOMINATION AND REMUNERATION POLICY
The Board of Directors, on the recommendation of the Nomination & Remuneration
Committee, has approved a policy for the selection, appointment & remuneration of
Directors, Key Managerial Personnel (KMP) and Senior Management employees of the Company.
The said policy is enclosed as a part of this report asANNEXURE - III.
REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) AND PARTICULARS OF
EMPLOYEES
The information required pursuant to Section 197(12) of the Companies Act, 2013, read
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, in respect of Directors / Key Managerial Personnel (KMP) and Employees of the
Company is furnished hereunder: i. the ratio of the remuneration of each Director to the
median remuneration of the employees of the Company for the financial year & ii. the
percentage increase in remuneration of each Director, Chief Financial Officer, Chief
Executive Officer, Company Secretary or Manager, if any, in the financial year.
Sl. No. |
Name |
Category |
Ratio/Times per Median of Employee Remuneration |
% Increase in remuneration |
1. |
Mr. Rajesh Punia |
Managing Director |
20.50 |
NIL |
2. |
Mrs. Savita Punia |
Whole Time Director |
13.67 |
NIL |
3. |
Mr. BK Lakhanpal |
Non-Executive Director |
- |
NA |
4. |
Mr. Dinesh Narang |
Independent Director |
- |
NA |
5. |
Mr. Aditya Gupta |
Independent Director |
- |
NA |
6. |
Mr. Jayant Kumar |
Independent Director |
- |
NA |
7. |
Mr. Om Prakash Sharma |
Chief Financial Officer |
3.66 |
NIL |
8. |
Mr. Pooja Somani |
Company Secretary |
0.35 |
NIL |
The Non-Executive Directors are paid only sitting fees for attending meetings of the
Board of Directors and the Committees constituted by the Board.
(iii) The number of permanent employees on the rolls of the Company.
Sixteen (16)
9
(iv) Average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration.
NIL
(v) The remuneration paid to the Directors / Key Managerial Personnel (KMP) is in
accordance with the remuneration policy of the Company.
LISTING WITH STOCK EXCHANGES:
The shares of the Company are listed on National Stock Exchange of India Limited and
BSE Limited. The Company has not paid the Annual Listing Fees for the year 2025-2026 to
the Stock Exchange where the Company s Shares are listed.
CORPORATE GOVERNANCE:
The Company adheres to the requirements set out by the Securities and Exchange Board of
India s Corporate Governance Practices and has implemented all the stipulations
prescribed. As per Schedule-V of SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015 a separate section of Corporate Governance together with certificate of
Statutory Auditor confirming compliance with the requirements of corporate governance form
part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015, the Management Discussion and Analysis Report is enclosed
as a part of this report.
INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWSGOVERNING THE COMPANY
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures
is not required.
PARTICULARS OF EMPLOYEES:
Your Directors are pleased to record their sincere appreciation of the contribution by
the staff at all levels in the improved performance of the Company.
EMPLOYEE RELATIONS:
Oriental aims at adopting the best practices for accomplishing competitive advantage
through people and building profits by putting people first. It endeavours to devise
strategies to attract the best talent and to ensure their retention by building trust and
encouraging loyalty in them. We believe that to build a sound and growing business in a
difficult and complex industry, employees are vital to the Company. Their skills,
knowledge, ideas and enthusiasm drive our business. We have also achieved this by giving
them development and advancement opportunities along-with competitive compensations and
benefits that appropriately reward performance. Pay revisions and other benefits are also
designed in such a way to compensate for good performance of the employees of the company.
The talent base of your company has steadily increased and your company has created a
favourable work environment which encourages innovation and meritocracy. The Company has
also set up a scalable recruitment and human resource management process which enables us
to attract and retain high calibre employees.
CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER SEXUAL HARASSMENT OF WOMEN IN
WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company has not appointed any woman employees from last several years therefore
company has not constituted Internal Complaints Committee under Sexual Harassment of Women
in Workplace (Prevention, Prohibition & Redressed) Act, 2013.
ACKNOWLEDGMENTS & APPRECIATIONS
The Board places on record its appreciation for the continued co-operation and support
extended to the Company by the Banks, Stock Exchanges, NSD and CDSL. The Board wishes to
express its grateful appreciation for the assistance and co-operation received from
vendors, customers, banks, financial institutions, Central and State Government bodies,
auditors, legal advisors, consultants, dealers, retailers and other business associates.
The Board deeply acknowledges the trust and confidence placed by the consumersof the
Company and, above all, the shareholders.