Directors Report of Oriental Trimex Ltd.

Mar 31, 2018

To the Members,

The Directors have pleasure in presenting before you the 22^nd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2018.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

The performance during the period ended 31^st March, 2018 has been as under

(Rs. In Lakhs)

Particulars	Year ending 31st March 2018	Year ending 31st March 2017
Net Income	5600.85	5910.70
EBIDTA	356.25	291.75
Less: Interest	71.54	40.39
Less: Depreciation	153.41	161.28
Profit/Loss before Tax	131.30	90.08
Tax expenses	636.97	(18.21)
Profit/Loss After Tax	768.24	71.87
Profit/Loss Available for Appropriation	768.24	71.87
Appropriations
- General Reserves	0.00	0.00
Balance Carried Forward to Balance Sheet	768.24	71.87

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

Marble supplied by Orientalis preferred by well known architects, major corporate in the building and construction industry, hotels, hospitals, shopping malls, commercial, retail and residential projects. Orientalhas procured, processed and supplied marble to the major developers, contractors, hotels and institutional buyers in the Northern region including the Delhi NCR, Southern Region including Bangalore and Chennai and the Eastern Region including Kolkata.

Company is presently operating with its own Sales and Marketing Outlets including factories at Greater Noida, Chennai, and Kolkata for meeting growing demand of Imported Marble. Company is the only processor and supplier of Imported Marble having a PAN India Presence.

Company has its own team of qualified and experienced Marketing staff at all its locations headed and controlled by our Managing Director.

Business performance of the company is directly related with real-estate sector & infrastructure which has started reviving now, however the revenue of the company reduced by about 6% in comparison to previous year. The profit of the company before tax is Rs. 131.30 Lacs (last year Rs. 90.08 lacs). The increase in profit due to tax expenses adjustment.

The Financial Statements up to the year ended 31^st March 2017 were prepared in the accounting standards notified under Companies (Accounting Standard) Rules, 2006 (as amended) and other relevant provisions of the Act. These Financial Statements are the first financial statement of the company under IND AS.

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 commitment.

DIVIDEND

Your Company has earned a profit but, in view of conservation of financial resources of the Company, your Directors do not recommend any dividend for the financial year under review.

TRANSFER TO RESERVE

The Board does not recommend to transfer any amount to the reserve.

SHARE CAPITAL

During the year under review the company had allotted 1000000 equity shares to Asset Reconstruction Company (India) Limited in terms of loan restructuring package.The Company had also allotted 12700000 warrants convertible into equity shares to promoter and non-promoter investors out of which 80,00,000 warrants had been converted in to equity shares.

The authorized share capital of the company is increased from Rs.16,00,00,000 to Rs. 30,00,00,000. The paid up share capital of the company increased from Rs. 14,81,52,080 to Rs.23,81,52,080 consequent to allotment of 1000000 equity shares in terms of loan restructuring package and conversion of 8000000 warrants in to equity shares.

BOARD MEETINGS

The Board of Directors duly met seven times during the year on 29.05.2017, 14.08.2017, 14.09.2017, 14.11.2017, 07.12.2017, 12.02.2018 and 07.03.2018 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

DIRECTOR AND KEY MANAGERIAL PERSONNEL

During the Financial Year Mr. Rajesh Punia, Managing Director DIN:00010289 retired by rotation and offered himself for re-appointment at the Annual General Meeting held on 14.09.2017.

Ms. Gunjan Gupta resigned from the position of Company Secretary & Compliance Officerw.e.f 16.06.2017and Mr. Uday Shankar Prasad had been appointed as Company Secretary & Compliance Officer of the company w.e.f 15.12.2017.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received a declaration from Mr. Rakesh Takyar, Mr. Vivek Seth and Mr. Amal Kumar Banerjee Independent directors of the company to the effect that theyare meeting the criteria of independence as provided in Sub-section (6) of Section 149 of theCompanies Act, 2013.

VIGIL MECHANISM AND COMPOSITION OF AUDIT COMMITTEE

Vigil Mechanism Policy has been established by the Company for directors and employees toreport genuine concerns pursuant to the provisions of section 177(9) & (10) of the CompaniesAct, 2013. The Audit Committee is comprised of following members.

Name of Director	Designation	Nature of Directorship
Mr. Rakesh Takyar	Chairman	Non-Executive Independent
Mr. Vivek Seth	Member	Non-Executive Independent
Mr. Rajesh Punia	Member	Managing Director

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 had been 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 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 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 are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY COMPLIANCE

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

SUBSIDIARIES, JOINT VENTURES, ASSOCIATES COMPANY

Oriental Trimex Limited has not any Subsidiaries, Associates or Joint Ventures

ANNUAL RETURN

The annual return of the company has been placed on company website i.ehttp://www.orientaltrimex.com/

STATUTORY AUDITORS

M/s. Mehra Wadhwa & Co., Chartered Accountants FRN 004749N was appointed as the Statutory Auditors of the Company at the 21^st Annual General Meeting held on 14^th September 2017 till the conclusion of 26^th Annual General Meeting of the company.

INTERNAL AUDITOR

M/s. S. Nidhi & Associates (Chartered Accountants), New Delhi performs the duties of Internal Auditors of the Company and their report is reviewed by the Audit Committee from time to time.

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. Amit R. Dadheech & Associates(COP8952), Practicing Company Secretaries is annexed to this Report as Annexure-I

MAINTENANCE OF COST RECORDS

Company have 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.

BOARD EXPLANATIONS EVERY AUDITOR QUALIFICATION, RESERVATION OR ADVERSE REMARK

The Auditor’s Report contain following qualifications.

The company has not made adequate provision for Doubtful Receivables since the provision has been made at full value of doubtful receivables in case of certain parties and at nil value in case of other parties, according to management perception.

The Board explained that certain parties are not considered doubtful.

The company has not made adequate provision for Doubtful Advances since the provision has been made at full value of doubtful Advances in case of certain parties and at nil value in case of other parties, according to management perception.

The Board explained that certain parties are not considered doubtful.

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.

DETAILS RELATING TO DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies(Accounts) Rules 2014, during the financial year under review.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orders passed by theregulators or Courts or Tribunals impacting the going concern status and the company’s operationsin 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 organization is adequately staffed with qualifiedand experienced personnel for implementing and monitoring the internal control environment.

The internal audit function is adequately resourced commensurate with the operations of theCompany 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, Guarantees or made any investments during the year underreview.

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 RESPONSIBILTY POLICY

Since your Company does not have the 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 arm’s length basis. During the year, the Company had entered into transaction of purchases and sale of the goods with related parties exceeding 10% of the total turnover of company. The purchase and sale is in the normal course of business of the company and at arm’s length price. Your Directors draw attention of the members to para 13 of Auditors reports dated May 30, 2018, which set out related party disclosures.

BOARD EVALUTION

Pursuant to the provision of the Companies Act, 2013 and SEBI (Listing Obligations Disclosure Requirement) Regulations 2015, the Board has carried out an annual performance evaluation of its own 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 selection, appointment & remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management employees of the Company. The said policy is enclosed as a part of this report as Annexure - III.

REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) AND PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 in respect of Directors / Key Managerial Personnel (KMP) and Employees ofthe Company is furnished hereunder:

(i) the ratio of the remuneration of each Director to the median remuneration of theemployees 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		NIL
2.	Mrs. Savita Punia	Whole Time Director		NIL
3.	Mr. Sunil Kumar	Non-Executive Director		NIL
4.	Mr. Vivek Seth	Independent Director		NIL
5.	Mr. Rakesh Takyar	Independent Director		NIL
6.	Mr. Om Prakash Sharma	CFO	2.43	NIL
7.	Mrs. Gunjan Gupta*	CS	1.20	NIL
8.	Mr. Uday Shankar Prasad**	CS	3.93	NIL

*Resigned w.e.f 16.06.2017 “Appointed w.e.f 15.12.2017

The Non-Executive Directors are paid only sitting fees for attending meeting of the Boardof Directors and the Committees constituted by the Board.

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

Thirty Five

(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 percentileincrease in the managerial remuneration and justification thereof and point out if there areany exceptional circumstances for increase in the managerial remuneration.

Salaries of employees remained unchanged during the financial year.

(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 Limited (NSE) and Bombay Stock Exchange Limited (BSE).The Company has paid the Annual Listing Fees for the year 2017-2018 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 to gether with certificate of practicing Company Secretary confirming compliance with the requirements of corporate governance formpart 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 isnot 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.

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013.

EMPLOYEE RELATIONS:

Oriental aims at adopting the best practices for accomplishing competitive advantagethrough people and building profits by putting people first. It endeavors to devisestrategies to attract the best talent and to ensure their retention by building trust andencouraging loyalty in them. We believe that to build a sound and growing business ina difficult and complex industry, employees are vital to the Company. Their skills,knowledge, ideas and enthusiasm drive our business. We have also achieved this bygiving them development and advancement opportunities along-with competitivecompensations and benefits that appropriately reward performance. Pay revisionsand other benefits are also designed in such a way to compensate for good performanceof the employees of the company. The talent base of your company has steadilyincreased and your company has created a favorable work environment whichencourages innovation and meritocracy. The Company has also set up a scalablerecruitment and human resource management process which enables us to attractand retain high caliber 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 year therefore company has not constituted Internal Complaints Committeeunder Sexual Harassment of Women in Workplace (Prevention, Prohibition & Redressal) Act, 2013.

ACKNOWLEDGMENTS & APPRECIATIONS

The Board places on record its appreciation for the continued co-operation and supportextended to the Company by the Banks, Stock Exchanges, NSDL,CDSL. The Board wishesto 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 consumers ofthe Company and, above all, the shareholders.

The Board of Directors would particularly like to place on record its appreciation forthe dedicated efforts of the employees at all levels.

By order of the Board of Directors

For ORIENTAL TRIMEX LIMITED

Sd/- Sd/-

Rajesh Punia Savita Punia

Place: New Delhi Managing Director Whole Time Director

Date: 24.08.2018 (DIN No.00010289) (DIN No.00010311)

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you the 19th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

The performance during the period ended 31st March, 2015 has been as under

(Rs. In Lakhs)

Particulars Year ending Year ending 31st March 31st March 2015 2014

Net Income 1960.16 4831.57

EBIDTA (459.82) (309.35)

Less: Interest 475.13 1145.20

Less: Depreciation 178.92 133.38

Profit/Loss before Tax (1113.87) (1587.93)

Provisions for Tax 0.00 (249.23)

Profit/Loss After Tax (1113.87) (1338.70)

Less: Income Tax for Earlier 0.00 Years

Add: Excess Provisions for Tax 0.00 0.00 Written Back

Profit/Loss Available for (1113.87) (1338.70) Appropriation

Appropriations 0.00

General Reserves 0.00 00.00

Balance Carried Forward to Balance (1113.87) (1338.70) Sheet

BUSINESS PERFORMANCE AND OUTLOOK

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

Marble supplied by Oriental is preferred by well known architects, major corporate in the building and construction industry, hotels, hospitals, shopping malls, commercial, retail and residential projects. Oriental has procured, processed and supplied marble to the major developers, contractors, hotels and institutional buyers in the Northern region including the Delhi NCR, Southern Region including Bangalore and Chennai and the Eastern Region including Kolkata.

Company is presently operating with its own Sales and Marketing Outlets at Greater Noida, Delhi, Bhiwari, Chennai, Bangalore and Kolkata for meeting growing demand of Imported Marble having PAN India Presence. Company is the only processor and supplier of Imported Marble having a PAN India Presence. Company has its own team of qualified and experienced Marketing staff at all its locations headed and controlled by our Managing Director.

Business performance of the company is directly related with real-estate sector & infrastructure. Presently the market conditions in these sectors are very slow, hence because of sluggish market conditions of the company could not perform well in f.y.2014-15. However, lots of efforts are being taken by the company to improve from the present situation of the business.

DIVIDEND

Considering the accumulated losses of the Company, the Directors are unable to recommend any dividend for the financial year ended 31st March 2015.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs.14,81,52,080. During the year under review the company has not issued any shares or any convertible instruments.

BOARD MEETINGS:

The Board of Directors duly met 6 (six) times on 26.05.2014, 01.08.2014, 14.08.2014, 29.09.2014, 14.11.2014 and 14.02.2015 in respect of which meetings,proper notices were given and the proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

KEY MANANGERIAL PERSONNEL

The period of appointment of Mr. Rajesh Punia as Managing Director and Mrs. Savita Punia as Whole Time Director of the Company have expired on 31.12.2015 and 31.03.2015 respectively. The Board of Director of the Company at their meeting held on 14.02.2015 subject to the approval of members reappointed Mr. Rajesh Punia as Managing Director and Mrs. Savita Punia as Whole Time Director of the Company.

Mr. OM Prakash Sharma has been appointed as Chief Financial Officer of the Company w.e.f. 29.09.2014. Mr. Anuj Kumar Giri, Company Secretary and Compliance Officer of the Company has resigned from his position w.e.f 20.01.2015.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received a declaration from Mr. Rakesh Takyar, Mr. Vivek Seth, Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.

VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 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 had been 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 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 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 are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

Oriental Trimex Limited has not any Subsidiaries / Associates/ Joint Ventures

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure-I.

STATUTORY AUDITORS:

M/s. Ravish Agarwal & Associates, Chartered Accountants Statutory Auditors of the company retires at the ensuing annual general meeting and is eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their reappointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s. Ravish Agarwal & Associates, Chartered Accountants, as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.

INTERNAL AUDITOR

M/s. Ninepartners Corporate Solutions Private Limited, New Delhi performs the duties of Internal Auditors of the Company and their report is reviewed by the Audit Committee from time to time.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by Mr. Santanu Deka (COP14720), Practicing Company Secretaries is annexed to this Report as Annexure-II

COST AUDITOR

The Board of Directors of the company have appointed M/s Ajay Kumar Singh & Co., Cost Accountants (FRN000386), as cost auditor of the company subject to remuneration ratified by shareholders at the ensuing Annual General Meeting.

AUDIT OBSERVATIONS:

Auditors' observations are suitably explained in notes to the Accounts and are self- explanatory.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in Annexure-III to this report.

DETAILS RELATING TO DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec. 73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

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 organization 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, 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 RESPONSIBILTY POLICY:

Since your Company do not have the 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 arm's length basis.During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

Your Directors draw attention of the members to Note on Accounts 21(9) to the Balance Sheet and Profit & Loss Account which sets out related party disclosures.

BOARD EVALUATION

Pursuant to the provision of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance. The Directors expressed their satisfaction with the evaluation process.

NOMINATION AND REMUNERATION POLICY

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, has approved a policy for selection, appointment & remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management employees of the Company. The said policy is enclosed as a part of this report as Annexure - IV.

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 with 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. Name Category No.

1. Mr. Rajesh Kumar Punia Managing Director

2 Mrs. Savita Punia Whole Time Director

3 Mr. Sunil Kumar Non-Executive Director

4 Mr. Vivek Seth Independent Director

5. Mr. Rakesh Takyar Independent Director

6. Mr. OM Prakash Sharma CFO

7. Mr. Anuj Kumar Giri CS



Sl. Name Ratio/Times % Increase in No. per Median remuneration of employee remuneration

1. Mr. Rajesh Kumar Punia NIL

2 Mrs. Savita Punia NIL

3 Mr. Sunil Kumar NIL

4 Mr. Vivek Seth NIL

5. Mr. Rakesh Takyar NIL

6. Mr. OM Prakash Sharma NIL

7. Mr. Anuj Kumar Giri NIL

The Non-Executive Directors are paid only sitting fees for attending meeting of the Board of Directors and the Committees constituted by the Board.

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

Fifty Five

(iv) The explanation on the relationship between average increase in remuneration and Company performance.

N.A.

(v) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company.

Particulars Rs. In Lacs

Remuneration of Key Managerial Personnel (KMP)(aggregated) 64.60

Total Revenue 2281.55

Remuneration (as % of revenue) 2.83

(vi) Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year.

Particulars As at 31st As at 31st March,2015 March 2014

Closing rate of Share (BSE) (Rs.) 2.78 1.71

EPS ( Rs.) (7.52) (9.04)

Market Capitalization (Rs./Lacs) 411.86 253.34

Price Earning ratio 0.37 0.19

Particulars Variation

Closing rate of Share (BSE) (Rs.) 62.57%

EPS ( Rs.) (183.19%)

Market Capitalization (Rs./Lacs) 62.57%

Price Earning ratio 94.74%

(vii) 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

(viii) Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company.

Rs. In Lacs

Particulars MD WTD CFO CS

Remuneration 36.00 24.00 2.80 1.80

Total Revenue 2281.55 2281.55 2281.55 2281.55

Remuneration 1.58% 1.05% 0.12% 0.08% (as % of revenue)

(ix) the key parameters for any variable component of remuneration availed by the directors.

NIL

(x) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year.

NONE

(xi) 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 Limited (NSE) and Bombay Stock Exchange Limited (BSE). The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to Bombay Stock Exchange where the Company's Shares are listed.

CORPORATE GOVERNANCE:

The Company adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance Practices and have implemented all the stipulations prescribed. As per clause 49 of the Listing Agreements of the Stock Exchange a separate section of Corporate Governance together with certificate of practicing Company Secretary confirming compliance with the requirements of corporate governance form part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING 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.

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013.

EMPLOYEE RELATIONS:

Oriental aims at adopting the best practices for accomplishing competitive advantage through people and building profits by putting people first. It endeavors 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 favorable 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 caliber employees.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN IN WORKPLACE

The Company has received no complaints from any women employee during the year regarding Sexual Harassment of Women in Workplace (Prevention, Prohibition & Redressal) 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, NSDL, 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 consumers of the Company and, above all, the shareholders.

The Board of Directors would particularly like to place on record its appreciation for the dedicated efforts of the employees at all levels.

By order of the Board of Directors For ORIENTAL TRIMEX LIMITED

Place: New Delhi Sd/- Sd/- Date: 13th August, 2015 Rajesh Punia Savita Punia Managing Director Whole Time Director (DIN No.00010289) (DIN No.00010311)

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Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting the 18th Annual Report together with audited statements of accounts for the Financial Year ended 31st March 2014.

The performance of the Company for the financial year ended 31st March 2014 is summarized below:

(Rs. In Lakhs)

Particulars Year ending Year ending 31st March 2014 31st March 2013

Net Income 4831.57 5660.36

EBIDTA (309.35) (190.05)

Less: Interest 1145.20 1092.89

Less: Depreciation 133.38 135.78

Profit before Tax (1587.93) (1418.73)

Provisions for Tax (249.23) 16.67

Profit After Tax (1338.70) (1436.50)

Less: Income Tax for Earlier Years

Add: Excess Provisions for Tax

Written Back 0.00 00.00

Profit Available for Appropriation (1338.70) (1436.50)

Appropriations

* General Reserves 00.00 00.00

Balance Carried Forward to Balance Sheet (1338.70) (1436.50)

PERFORMANCE

The Net Income of the Company for the year was Rs.48.32 Crores., registering a negative growth of 14.61% over the corresponding previous year since the real-estate and housing sector has been facing a severe slow down during past two-three years now due to which several real-estate and housing projects were either stalled or deferred for indefinite period. The trading activities of the Company also did not pick up during the year due to sluggishness in the market. The manufacturing expenses increase by around 79% due to expenses incurred on stores and spares and repairs and maintenance of machinery. Personnel expenses decreased by approx.20% in view of the reduction of excess factory workers at different location due to mechanization of manual work earlier undertaken manually. Financial expenses increased by 5% mainly due to increase in interest rates and Bank charges by the Banks. The strict monitoring of the administrative and selling costs resulted in reduction of the same by around 10% during the year under review. Due to sizeable reduction in the operations and turnover of the Company, the loss before tax for the year is Rs. 15.89 Crores in comparison to Rs. 14.19 Crores during the FY 2012-2013 and EPS is negative 9.04 as compared to 9.70 for FY 2012-2013.

DIVIDEND

Considering the accumulated losses of the Company, the Directors are unable to recommend any dividend for the financial year ended 31st March 2014.

DIRECTORS

As per the provisions of section 149 (10) of the Companies Act, 2013, the Independent Directors are required to be appointed for a term of 5 consecutive year and can be re- appointed for a maximum of 2 terms. They shall not be liable to retire by rotation, accordingly resolutions proposing appointment of Independent Directors form part of the notice of AGM.

Mr. Vivek Ramesh Seth and Mr. Rakesh Takyar are being appointed as an Independent Director for a period of 5 years term.

Mr. Sunil Kumar, Director retires by rotation and being eligible, offers himself for reappointment

DIRECTORS RESPONSIBILITIES-STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors 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 and of the profit or loss 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts for the financial year ended 31st March 2014 on a going concern basis.

AUDITORS

The retiring auditors of the Company, M/S Ravish Agarwal & Associates, Chartered Accountants, Noida being eligible, offer themselves for reappointment.

The Company has received communication from the Statutory Auditors confirming that their re-appointment, if made, would be within the limits prescribed under the Companies Act, 2013 and they satisfy the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. Your Board is of the opinion that continuation of Ravish Agarwal & Associates as Statutory Auditors during Financial Year 2014-15 will be in the best interest of the Company and therefore the members are requested to consider their re-appointment as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till next Annual General Meeting at a remuneration as may be decided by the Board.

AUDITORS REPORT

The observations of Auditors in their reports on financials are self explanatory and therefore do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN- EXCHANGE.

The required information under Section 217(1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988 with respect to Conservation of Energy, Technology Absorption and Foreign Exchange is annexed as Annexure ''A'' and forms part of this report.

PARTICULARS OF PERSONNEL AS PER SECTION 217(2A) OF THE COMPANIES, 1956

Your Directors are pleased to place on record their appreciation for contribution made by the employees at all levels in achieving the objectives of the Company. The information under section 217(2A) of the Companies Act 1956 is enclosed as per Annexure ''B'' and forms part of this report.

EMPLOYEE RELATIONS

Oriental aims at adopting the best practices for accomplishing competitive advantage through people and building profits by putting people first. It endeavors 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 favorable 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 caliber employees.

FIXED-DEPOSIT

During the year, your Company has not accepted any fixed deposit from the public or otherwise in terms of Section 58A of the CompaniesAct,1956 read with Companies (Acceptance of Deposits), Rules 1975.

CORPORATE GOVERNANCE

The Company adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance Practices and have implemented all the stipulations prescribed. As per clause 49 of the Listing Agreements of the Stock Exchange a separate section of Corporate Governance together with certificate of auditors confirming compliance with the requirements of corporate governance form part of the Annual Report.

LISTING OF SHARES

The shares of the Company are listed on National Stock Exchange Limited (NSE) and Bombay Stock Exchange Limited (BSE).

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, NSDL, 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 consumers of the Company and, above all, the shareholders.

The Board of Directors would particularly like to place on record its appreciation for the dedicated efforts of the employees at all levels.

By order of the Board of Directors For ORIENTAL TRIMEX LIMITED

Sd/= Sd/= Rajesh Punia Savita Punia Place: New Delhi Managing Director Whole Time Director Date: 14th August 2014 (DIN No.00010289) (DIN No.00010311)

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Mar 31, 2013

To, The Members,

The Directors have great pleasure in presenting the Seventeenth Annual Report together with audited statements of accounts for the Financial Year ended 31st March 2013.

The performance of the Company for the financial year ended 31st March 2013, is summarized below:

(Rs. In Lakhs)

Particulars Year ending Year ending 31st March 2013 31st March 2012

Net Income 5660.36 10358.71

EBIDTA (190.05) 1233.20

Less: Interest 1092.89 1029.47

Less: Depreciation 135.78 137.46

Profit before Tax (1418.73) 66.27

Provisions for Tax 16.66 21.40

Profit After Tax (1435.39) 44.87

Less: Income Tax for Earlier Years 1.11 24.57

Add: Excess Provisions for Tax Written Back 00.00 00.00

Profit Available for Appropriation (1436.50) 20.30

Appropriations

- General Reserves 00.00 00.00

Balance Carried Forward to Balance Sheet (1436.50) 20.30

PERFORMANCE

The Net Income of the Company for the year was Rs.56.60 Cr., registering a negative growth of 45% over the corresponding previous year since the real-estate and housing sector has been facing a severe slow down during past two-three years now due to which several real-estate and housing projects were either stalled or deferred for indefinite period. The trading activities of the Company also did not pick up during the year due to sluggishness in the market. Streamlining of manufacturing processes resulted sharp reduction of manufacturing expenses by around 48%. Personnel expenses decreased by approx.24% in view of the reduction of excess factory workers in Greater Noida Factory due to mechanization of manual work earlier undertaken manually. Financial expenses increased by 6% mainly due to increase in interest rates and Bank charges by the Banks. The strict monitoring of the administrative and selling costs resulted in reduction of the same by around 13% during the year under view. Due to sizeable reduction in the operations and turnover of the Company, the loss before tax for the year is Rs. 14.19 Cr. in comparison to profit of Rs. 0.66 Cr. during the FY 2011-2012 and EPS is negative 9.70 as compared to 0.14 for FY 2011-2012.

DIVIDEND

In view of the negative growth during the year under review, the Board of Directors have not recommended any dividend for the financial year ended 31st March 2013.

DIRECTORS

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

In accordance with the provisions of Section 256 of the Companies Act, 1956 and Article 158 of the Article of Association of the Company, Mr. Vivek Seth, Director of the Company, is due for retirement by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for reappointment.

The details of Directors being recommended for reappointment as required in Clause 49 of the Listing Agreement are contained in the accompanying Notices convening the ensuring Annual General Meeting of the Company. Brief resume of directors proposed to be re-appointment and the nature of their expertise in specific functional areas are provided in the report on Corporate Governance annexed to the Annual Report Appropriate Resolutions(s) seeking your approval to the reappointment of Directors are also included in the Notice.

DIRECTORS RESPONSIBILITIES-STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors 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 and of the profit or loss 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts for the financial year ended 31st March 2013 on a going concern basis.

AUDITORS

The Board, on the recommendation of the Audit Committee, has proposed that M/S Ravish Agrawal & Associates, Chartered Accountants, be re-appointed as Statutory Auditor of the Company and to hold office till the conclusion of the next Annual General Meeting of the Company. M/s Ravish Agrawal & Associates, Chartered Accountants have forwarded their certificate to the Company, stating that their re-appointment, shall be within the limit specified in that behalf in sub-section 1(b) of Section 224 of the Companies Act, 1956. Your Directors request you to appoint the auditor for the current year.

AUDITORS REPORT

The observations of Auditors in their reports on financials are self explanatory and therefore do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN-EXCHANGE.

The required information under Section 217(1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to Conservation of Energy, Technology Absorption and Foreign Exchange is annexed as Annexure ''A and forms part of this report.

PARTICULARS OF PERSONNEL AS PER SECTION 217(2A) OF THE COMPANIES, 1956

Your Directors are pleased to place on record their appreciation for contribution made by the employees at all levels in achieving the objectives of the Company. The information under section 217(2A) of the Companies Act 1956 is enclosed as per Annexure ''B'' and forms part of this report.

EMPLOYEE RELATIONS

Oriental aims at adopting the best practices for accomplishing competitive advantage through people and building profits by putting people first. It endeavors 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 favorable 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 caliber employees.

FIXED-DEPOSIT

During the year, your Company has not accepted any fixed deposit from the public or otherwise in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits), Rules 1975.

CORPORATE GOVERNANCE

The Company has duly complied with the Corporate Governance provisions as stipulated under clause 49 of the Listing Agreements and as required report on Corporate Governance, certificate of auditors confirming compliance with the requirements of corporate governance form part of the Annual Report. In accordance with the Listing Agreement requirements, the Management Discussions and Analysis report and CEO/CFO Certificate on discharge of finance function is presented in a separate section forming part of the Annual Report.

LISTING OF SHARES

The shares of the Company are listed on National Stock Exchange Limited (NSE) and Bombay Stock Exchange Limited (BSE). The Listing fee for 2012-13 has already been paid to the credit of both the stock exchanges.

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, NSDL, 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 consumers of the Company and, above all, the shareholders.

The Board of Directors would particularly like to place on record its appreciation for the dedicated efforts of the employees at all levels.

For & on behalf of the Board of

Oriental Trimex Limited

Sd/-

Place: New Delhi Rajesh Punia

Date: 14th August, 2013 (Managing Director)

(DIN No.00010289)

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Mar 31, 2012

The Directors have great pleasure in presenting the Sixteenth Annual Report together with audited statements of accounts for the Financial Year ended 31st March 2012.

The performance of the Company for the financial year ended 31st March 2012, is summarized below:

(Rs. In Lakhs)

Particulars Year ending Year ending 31st March 2012 31st March 2011

Net Income 10358.71 14223.59

EBIDTA 1233.20 1428.23

Less: Interest 1029.47 827.77

Less: Depreciation 137.46 132.49

Profit before Tax 66.27 467.97

Provisions for Tax 21.40 160.42

Profit After Tax 44.87 307.55

Less: Income Tax for Earlier Years 24.57 4.10

Add: Excess Provisions for Tax Written Back 00.00 0.00

Profit Available for Appropriation 20.30 303.45

Appropriations

- General Reserves 00.00 250

Balance Carried Forward to Balance Sheet 20.30 53.45

PERFORMANCE

The Net Income of the Company for the year was Rs. 10358.71 lakhs, registering a negative growth of 27% over the corresponding previous year since the real-estate and housing sector has been facing a severe slow down during past two- three years now due to which several real-estate and housing projects were either stalled or deferred for indefinite period. The trading activities of the Company also did not pick up during the year due to sluggishness in the market. Streamlining of manufacturing processes resulted sharp reduction of manufacturing expenses by around 46%. Personnel expenses decreased by approx.5% in view of the reduction of excess factory workers in Greater Noida Factory due to mechanization of manual work earlier undertaken manually. Financial expenses increased by 24% mainly due to increase in interest rates and Bank charges by the Banks. The strict monitoring of the administrative and selling costs resulted in reduction of the same by around 20% during the year under view. Due to sizeable reduction in the operations and turnover of the Company, the profit before tax for the year decreased by 86% and Net Profit & EPS decreased by 93%.

DIVIDEND

In view of the ongoing expansion program of the Company during the year under review, the Board of Directors have not recommended any dividend for the financial year ended 31st March 2012.

DIRECTORS

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

In accordance with the provisions of Section 256 of the Companies Act, 1956 and Article 158 of the Article of Association of the Company, Mr. Sunil Kumar and Mr.Rakesh Takyar, Directors of the Company, are due for retirement by rotation at the ensuing Annual General Meeting, and being eligible, offer them-selves for reappointment.

Brief resume of directors proposed to be re-appointment and the nature of their expertise in specific functional areas are provided in the report on Corporate Governance annexed to the Annual Report Appropriate Resolutions(s) seeking your approval to the reappointment of Directors are also included in the Notice.

DIRECTORS RESPONSIBILITIES-STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors 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 and of the profit or loss 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts for the financial year ended 31st March 2012 on a going concern basis.

AUDITORS

The Board, on the recommendation of the Audit Committee, has proposed that M/S Ravish Agrawal & Associates, Chartered Accountants, be re-appointed as Statutory Auditor of the Company and to hold office till the conclusion of the next Annual General Meeting of the Company. M/s Ravish Agrawal & Associates, Chartered Accountants have forwarded their certificate to the Company, stating that their re-appointment, shall be within the limit specified in that behalf in sub-section 1(b) of Section 224 of the Companies Act, 1956. Your Directors request you to appoint the auditor for the current year.

AUDITORS REPORT

The observations of Auditors in their reports on financials are self explanatory and therefore do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN-EXCHANGE.

The required information under Section 217(1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988 with respect to Conservation of Energy, Technology Absorption and Foreign Exchange is annexed as Annexure ‘A' and forms part of this report.

PARTICULARS OF PERSONNEL AS PER SECTION 217(2A) OF THE COMPANIES, 1956

Your Directors are pleased to place on record their appreciation for contribution made by the employees at all levels in achieving the objectives of the Company. The information under section 217(2A) of the Companies Act 1956 is enclosed as per Annexure ‘B' and forms part of this report.

EMPLOYEE RELATIONS

Oriental aims at adopting the best practices for accomplishing competitive advantage through people and building profits by putting people first. It endeavors 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 favorable 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 caliber employees.

FIXED-DEPOSIT

During the year, your Company has not accepted any fixed deposit from the public or otherwise in terms of Section 58A of the Companies Act,1956 read with Companies (Acceptance of Deposits), Rules 1975.

CORPORATE GOVERNANCE

The Company has duly complied with the Corporate Governance provisions as stipulated under clause 49 of the Listing Agreements and as required report on Corporate Governance, certificate of auditors confirming compliance with the requirements of corporate governance form part of the Annual Report. In accordance with the Listing Agreement requirements, the Management Discussions and Analysis report and CEO/CFO Certificate on discharge of finance function is presented in a separate section forming part of the Annual Report.

LISTING OF SHARES

The shares of the Company are listed on National Stock Exchange Limited (NSE) and Bombay Stock Exchange Limited (BSE). The Listing fee for 2012-13 has already been paid to the credit of both the stock exchanges.

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, NSDL, 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 consumers of the Company and, above all, the shareholders.

The Board of Directors would particularly like to place on record its appreciation for the dedicated efforts of the employees at all levels.

For & on behalf of the Board of Oriental Trimex Limited Sd/- Rajesh Punia (Managing Director) (DIN No.00010289)

Place: New Delhi Date : 20th July, 2012

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Mar 31, 2010

The Directors have great pleasure in presenting the 14th Annual Report together with audited statements of accounts for the Financial Year ended 31st March 2010.

The performance of the Company for the financial year ended 31st March 2010, is summarized below:

(Rs In Lakhs)

Particulars Year ending Year ending 31st March 2010 31st March 2009

Net Income 13205.64 11111.80

EBIDTA 1328.99 953.25

Less: Interest 768.37 576.66

Less: Depreciation 128.65 60.21

Profit before Tax 431.97 316.37

Provisions for Tax 161.91 79.04

Profit After Tax 270.06 237.33

Less: Income Tax for Earlier Years 7.40 00.00

Add: Excess Provisions for Tax Written Back 00.00 19.06

Profit Available for Appropriation 262.66 256.39

Appropriations

- General Reserves 250.00 00.00

Balance Carried Forward to Balance Sheet 12.65 256.39



PERFORMANCE

The Net Income of the Company for the year was ` 13205.65 lakhs, registering a growth of 19% over the corresponding previous year. The company focused on the manufacturing activities thus reducing the trading by approx 76%. The streamlining of manufacturing processes resulted in reduction of manufacturing expenses by around 13%. The profit before tax for the year under review increased by 37% and Net Profit increased by 14%.

The Company initiated the process of setting up the exclusive Franchisees with registered brand name "Rare Earth" in the state of Haryana and Punjab and the Franchisees have become operational at Amritsar, Nawanshahr, Jalandhar and Panchkula. These franchisees are marketing exclusively the natural and engineered marble with brand "Marbre Oriental". The Company plans to expand the franchisees model on pan India basis by setting up around 50 such outlets in next two years.

Initial Public Offer and IPO Fund Utilization

In order to finance the expansion program of the Company, the Company come out with an Initial Public Offer in February 2007 and raised ` 4469.70 lakhs. The Expansion program of the Company has been completed in toto. The utilization of the IPO proceeds as on 31st March 2010 is as follows:

Rs in Lakhs

Funds Received through IPO proceeds 4469.70 Utilization

Issue Expenses 416.16

General Corporate Purposes 545.49

Purchase of Land 1235.85

Construction of Building 876.90

Purchase of Plant & Machinery 803.38

Electric Installation 87.32

Long Term Working Capital 637.93

Total 4603.03

Through Internal Accruals 133.33



Balance of unutilized funds has been temporarily invested in Bank fixed deposits/IPO Escrow Account with J & K Bank Ltd,

DIVIDEND

In view of the ongoing expansion program of the Company during the year under review, the Board of Directors have not recommended any dividend for the financial year ended 31st March 2010.

EXPANSION PROGRAMME

The Companys expansion program, conceptualized in 2005 and initiated in 2007-08 has been successfully completed. The capacity of Greater Noida unit has been increased to 25200 MTPA. A Marble Processing Unit have been set up at Gumidipoondi near Chennai in the state of Tamilnadu with production capacity of 12600 MTPA. Another state of art Marble processing unit with processing capacity of 12600 MTPA has been successfully commissioned in Singur district of West Bengal. All the units are equipped with latest state of art resin filling and polishing imported machinery. The marketing outlet spread in an area of over 75000 Sq. ft. has been made operational at Greater Noida which caters to the cliental of National Capital Region. The requisite machines for the mining activities have been acquired as envisaged in the expansion program. The output from the units set up in the expansion program would start giving results from the financial year 2010-11.

DIRECTORS

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. Mr. M.C. Mehta non executive independent director has resigned form the office of the director as well as membership of the various committees w.e.f. 18th January 2010 due to some personal pre-occupation. Your directors place on record their appreciation for the valuable services rendered by Mr. Mehta in the capacity of director of the company.

Prof. Arvind Basu was appointed as additional director by the board w.e.f. 1st July 2010 in the category of non executive independent director and to comply with the requirement of Clause 49 of the Listing Agreement. The company has received a notice in writing from the member signifying his candidature for the office of the director of the company. Prof. Arvind Basu is a non executive independent director and the Board recommend for his appointment.

In accordance with the provisions of Section 256 of the Companies Act, 1956 and Article 158 of the Article of Association of the Company, Mr. Sunil Kumar and Mr. Rakesh Takyar, directors of the Company, are due for retirement by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment.

Brief resume of directors proposed to be re-appointment and the nature of their expertise in specific functional areas are provided in the report on Corporate Governance annexed to the Annual Report.

DIRECTORS RESPONSIBILITIES-STATEMENT

Pursuant to section 217(2) of the Companies Act, 1956, your Directors 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 and of the profit or loss 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts for the financial year ended 31st March 2010 on a going concern basis.

AUDITORS

The Board, on the recommendation of the Audit Committee, has proposed that M/S Mehra Wadhwa & Co., Chartered Accountants, New Delhi, be re-appointed as Statutory Auditor of the Company and to hold office till the conclusion of the next Annual General Meeting of the Company. M/S Mehra Wadhwa & Co., Chartered Accountants, New Delhi, have

forwarded their certificate to the Company, stating their re-appointment, if made, will be within the limit specified in that behalf in sub-section 1(b) of Section 224 of the Companies Act, 1956. Your Directors request you to appoint the auditor for the current year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN-EXCHANGE

The required information under Section 217(1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988 with respect to Conservation of Energy, Technology Absorption and Foreign Exchange is annexed as Annexure A and forms part of this report.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES, 1956

The Industrial relation throughout the year was smooth. Your Directors are pleased to place on record their appreciation for contribution made by the employees at all levels in achieving the objectives of the Company. The information under section 217(2A) of the Companies Act 1956 is enclosed as per Annexure B and forms part of this report.

FIXED-DEPOSIT

The Company has not accepted any fixed deposit from the public.

CORPORATE GOVERNANCE

The Company fully adheres to the standards set out by the Securities and Exchange Board of Indias Corporate Governance practices and has implemented all its stipulations. The Certificate issued by Company Secretary in Practice dated 20th August 2010 in terms of clause 49 of the Stock Exchange(s) Listing Agreement is annexed as Annexure C to and forms part of Directors Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis on matters related to business performance, as stipulated in Clause 49 of the Listing Agreement with the stock exchanges, is given in a separate statement which forms part of the Annual Report.

ACKNOWLEDGMENTS

Your Directors express their grateful appreciation for the assistance and co-operation received from the Bankers of the Company, government authorities and also thanks the shareholders for the confidence reposed by them in the Company and look forward to their valuable support for the future plans of the Company.

Directors also thank its employees, customers, stockiest, retail traders for their continued patronage of the Companys products.

For & On behalf of the Board of Oriental Trimex Limited Sd/- Rajesh Punia (Managing Director) (DIN NO.00010289)

Date : August 25, 2010 Place: New Delhi