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Directors Report of Oriental Veneer Products Ltd.

Mar 31, 2016

The Directors have pleasure in presenting the 25th Annual Report of the M/s. Oriental Veneer Products Limited (the "Company" or "OVPL") together with the Audited Financial Statement for the financial year (FY) ended March 31, 2016. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS:

a. Financial Results

Standalone(Rs. In lacs)

Consolidated (Rs. In lacs)

Sr

No

Particulars

Year Ended

Year Ended

31.03.2016

31.03.2015

31.03.2016

31.03.2015

1

Income from the operations

a

Net Sales/Income from Operations (Net of excise duty)

8108.11

7736.77

8044.65

7736.77

b

Other Operating Income

0.00

330.97

265.70

331.38

Total income from Operations (net)

8108.11

8067.74

8310.35

8068.14

2

Expenses

a

Cost of Materials consumed

5034.74

5354.28

5208.27

5354.28

b

Purchase of stock-in-trade

1138.01

921.03

1138.02

921.03

c

Changes in inventories of finished goods, work-in-progress and stock-in-trade

-252.29

-77.40

-747.61

-76.29

d

Employee benefits expense

758.68

679.70

811.83

680.46

e

Depreciation and amortization expense

105.27

102.71

142.64

103.18

f

Other expenses(Any item exceeding 10% of the total expenses relating to continuing operations to be shown separately)

787.66

508.79

849.11

508.49

Total Expenses

7572.07

7489.11

7402.26

7491.15

3

Profit from operations before other income, finance costs and exceptional items (1-2)

536.04

578.63

908.09

576.99

4

Other Income

263.93

0.00

0.00

0.00

5

Profit from ordinary activities before finance costs and exceptional items (3 4)

799.97

578.63

908.09

576.99

6

Finance Cost

160.23

108.33

203.58

108.47

7

Profit from ordinary activities after finance costs but before exceptional items (5 - 6)

639.74

470.30

704.51

468.53

8

Exceptional Items

0.00

0.00

58.34

0.00

9

Profit from ordinary activities before tax (7 - 8)

639.74

470.30

646.17

468.53

10

Tax expense

226.00

154.3

-319.02

-155.16

11

Net Profit from ordinary activities after tax (9 - 10)

413.74

316.00

327.14

313.37

12

Extraordinary items (net of tax '' expense Lakhs)

0.00

0.00

0.00

0.00

13

Net Profit / (Loss) for the period (11 - 12)

413.74

316.00

327.14

313.37

b. COMPANY''S PERFORMANCE:

On consolidated basis, revenue from operations for FY 2015-16 at Rs. 8310.35 lacs was higher by 03.00% over last year (Rs. 8068.14 lacs in FY 2014-15). Earnings before interest, tax, depreciation and amortization ("EBITDA") were 1050.73 lacs registering a growth of 54.48% over EBITDA of 680.17 lacs in FY 2014-15. Profit after tax ("PAT") for the year was 327.14 recording a growth of 4.39% over the PAT of Rs. 313.37 lacs of FY 2014-15.

On standalone basis, revenue from operations for FY 2015-16 at 8108.11 lacs, was higher by 0.50% over last year (Rs. 8067.74 in FY 2014-15). EBITDA at 905.24 lacs registered a growth of 32.86% over the EBITDA of Rs. 681.34 lacs in FY 2014-15. PAT for the year was Rs. 413.74 lacs registering a growth of 30.93% over the PAT of Rs. 316.00 lacs in FY 2014-15.

c. OPERATIONS:

There was no change in nature of the business of the Company, during the year under review.

d. DIVIDEND:

With a view to conserve resources, your Directors have thought it prudent not to recommend any dividend for the financial year under review.

e. TRANSFER TO RESERVES:

The Company has not transferred any Amount to Reserves during the year under review.

f. SUBSIDIARIES:

The Company has 01 subsidiary as on March 31, 2016. There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

Performance of subsidiary

Sr No

Particulars

31st March 2016

31st March 2015

1

Total Revenue

176,613

-

2

Total expenses (II)

(464,895)

240,239

3

Profit/(loss) Before Tax

641,508

(240,239)

4

Total tax expenses

(9,301,424)

(22,818)

5

Profit/(loss) After Tax

(8,659,916)

(263,056)

6

Shareholders'' funds

78,577,027

49,736,944

7

Non ? current liabilities

236,520,847

64,245,422

8

Current liabilities

65,911,566

39,253,461

9

Non-current assets

291,720,544

139,353,363

10

Current assets

89,288,895

13,882,464

Contribution to the Overall Performance of the Company

As the subsidiary company has faced a loss hence there is no contribution from the subsidiary company to the overall performance of the Company.

g. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES:

There have been no Companies which have been ceased to be its Subsidiary, Joint Venture or Associate Company during the year under review.

h. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

i. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES.

None of the transactions with related parties falls under the scope of section 188(1) of the Act. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure I in Form AOC-2 and the same forms part of this report.

j. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure II which forms part of this Report.

k. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2016 made under the provisions of Section 92(3) of the Act is attached as Annexure III which forms part of this Report.

l. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

The Company is falling under Schedule VI of the Companies Act, 2013 hence disclosure under section 186 of the companies Act 2013 is not applicable to the Company.

m. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.

n. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS -

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) CHANGE IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Changes in Directors and Key managerial personals are as follows

Sr

No

Name of the Person

Designation

Appointment/

Resignation

Date of

Appointment/

Resignation

1

Wazeera S Mithiborwala

Additional Director *

Resignation

19/05/2015

2

Khalid A Dabilkar

Director

Resignation

19/05/2015

3

Suresh G Mane

Additional

Director*

Appointment

13/06/2015

Director#

Appointment

30/09/2015

4

Deepa D Raut

Additional

Director*

Appointment

26/05/2015

Director#

Appointment

30/09/2015

5

Vilas S Chitnis

Additional

Director*

Resignation

12/6/2015

6

Satish V Bhanushali

Company

Secretary

Appointment

27/10/2015

*Appointed in Board Meeting as an Additional Director

#Appointed in Annual General Meeting as Independent Director

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS:

The Board of Directors met 18 times during the financial year ended 31st March 2016 in accordance with the provisions of the Companies Act, 2013 and rules made there under.

b. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company''s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/ strategic business plans and in periodic management reviews.

c. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Formation of CSR committee is not applicable to our Company and company is not required to spend amount towards CSR activities hence Company has neither constituted CSR committee nor spend any amount towards CSR Activity.

d. WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism as required under Companies Act 2013, for directors and employees to report concerns about unethical behaviour. No person has been denied access to the Chairman of the audit committee. The said policy has been also put up on the website of the Company.

e. DECLARATION BY INDEPENDENT DIRECTORS:

The independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

f. BOARD EVALUATION:

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of nonindependent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

g. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONAL:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure IV to this report.

h. COMMITTEE''S OF BOARD:

I. Audit Committee:- The composition of Audit Committee is as follows;

Name of Directors

Designation in Committee

Nature of Directorship

Mustufa S Pardawala

Chairman

Independent Director

Deepa D Raut

Member

Independent Director

Suresh G Mane

Member

Independent Director

Karim N Mithiborwala

Member

Managing Director

II. Nomination and Remuneration Committee

The Composition of the Committee is as under:

Name of Directors

Designation in Committee

Nature of Directorship

Mustufa S Pardawala

Chairman

Independent Director

Deepa D Raut

Member

Independent Director

Suresh G Mane

Member

Independent Director

Karim N Mithiborwala

Member

Managing Director

The Board in consultation with the Nomination and Remuneration Committee formulated the Nomination and Remuneration Policy on Nomination and Remuneration of Directors, Key managerial Personnel and Senior Management including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 and the policy formulated by the Committee is attached herewith in Annexure V.

III. Stakeholders Relationship Committee

The composition of the committee is as follows:

Name of Directors

Designation in Committee

Nature of Directorship

Mustufa S Pardawala

Chairman

Independent Director

Deepa D Raut

Member

Independent Director

Suresh G Mane

Member

Independent Director

Karim N Mithiborwala

Member

Managing Director

4. AUDITORS , AUDITORS'' REPORT AND SECRETARIAL AUDITORS'' REPORT

The auditors'' report and secretarial auditors'' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure VI which forms part of this report.

a. RATIFICATION OF APPOINTMENT OF AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Anil Bansal & Associates, Chartered Accountants (ICAI Firm Registration No.100421W) and M/s. NBS & Co. Chartered Accountants, Mumbai ( Reg. No. 110100W), the Auditors of the Company have been appointed. However, their appointment as Auditors of the Company shall be required to be ratified by the Members at the ensuing Annual General Meeting. The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company.

Necessary resolution for reappointment of the said Auditors is included in the Notice of AGM for seeking approval of members.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

b. DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2016, the Board of Directors hereby confirms 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. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit/loss of the Company for that year;

c. proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;

e. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

c. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

d. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

e. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

f. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

g. PARTICULARS OF EMPLOYEES

None of the employees of the Company is drawing remuneration in excess of the limits prescribed under Rule (5) (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendment thereof.

h. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. As per listing regulations, The Company is not required to give disclosure on Corporate Governance.

i. MANAGEMENT DISCUSSION AND ANALYSIS

The detailed Management Discussion and Analysis Report for the Financial Year 2015-16, as per the requirements of SEBI Listing Regulations, is given in a separate section forming part of this Report.

j. POLICY ON SEXUAL HARASSMENT

The Company has adopted policy on Prevention of Sexual Harassment of women at Workplace in accordance with The Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company has not received any complaints pertaining to Sexual Harassment.

6. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board

For Oriental Veneer Products Limited

Saleh N Mithiborwala

Whole Time Director, Chief Financial Officer and Chairperson

DIN:- 00171171

Add:- 701, Anand Bhavan CHS East

Avenue Sharad Chandra,

Chaterji RD Santacruz West

Mumbai 400054 MH IN

Date:- 02/09/2016


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 24th Annual Report of your Company together with the Audited Statements of Accounts for the financial year ended March 31, 2015.

(Rs. in Lac)

Financial Results Year Ended Year Ended 31.03.2015 31.03.2014

Income for the Year 8067.74 7401.92

Profit before Tax & Extraordinary Items 470.30 103.68

Less : Provision for Taxation 154.30 14.54

Profit after Tax 316.00 89.14

Add : Profit Carried Forward from 981.37 932.90 Previous Year

Appropriated as under :

Transfer to General Reserve - -

Balance carried forward to Next Year 1297.37 981.37

overview of economy

India's growth prospects in 2014-15 look much better when compared to the situation a year ago. Various agencies project GDP growth to be around 5.5/5.6% this fiscal year. This is a welcome improvement from below 5.0% GDP growth witnessed in the previous two fiscal years — 4.5% in 2012-13 and 4.7% in 2013-14. Inflation which had been a persistent worry has finally moved to a downward path. Latest numbers indicate inflationary pressure waning, with both wholesale and retail prices reporting softening. Also, the decline in prices has been broad based with an evident fall noted in food and fuel segment prices. Further, our current account position which was a dominant risk factor until last year has been suppressed to a large extent. The global oil prices have softened and the exchange rate is projected to remain pretty much stable. Export growth has also been steady so far this year. Over the period April-September 2014, exports recorded a growth of 6.3%, vis-a-vis 6.7% growth registered over the same period last year. In addition, the foreign investment inflows —both foreign direct investments and portfolio investments- have been sound. Over the period April- August 2014, total inflows amounted to USD 33.7 billion, up from USD 3.1 billion in the corresponding period last year. The benign global environment accompanied by a strong and stable government at home has reinvigorated the interest of the investors.

The new government has taken a series of progressive policy measures aimed towards improving the business environment and giving a strong push to growth. The commitment of the government towards reforms has been reflected in its first Union Budget as well outside of it.

overall performance & outlook

The Company has shown consistence performance in term of both Revenue and Net Earnings front and has earned handsome gain from its business activities.

Gross Revenue from operations during the year was stood at Rs. 8067.74 Lac in comparison to last years' figure of Rs. 7401.92 Lac, thus registered a growth of around 9% in regard to gross revenue. In term of Net Profit, the same has been remained at Rs. 316.00 Lac in comparison to last years' Net Profit of Rs. 89.14 Lac, showing miracle growth of almost 255% in comparison to last years' figure.

Your Company is into the business of Railway supply of veneer and its allied products and is one of the empanelled vendors of Indian Railways. The Company is into the manufacturing of Recron densified thermal bonded Blocks and Seath and Berth for Railways

Your Company is hopeful of doing better and better in coming days and continues to remain as one of the healthy and profitable entrepreneur in future.

DIVIDEND AND RESERVES

In order to expand its business and to conserve resources to meet the working capital requirements, your Directors do not propose any dividend for the year under review.

During the year under review, sum of Rs. Nil were transferred to General Reserves.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 5.3903 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2015, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company.

FINANCE AND ACCOUNTS

Your Company prepares its financial statements in compliance with the requirements the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits/(loss) and cash flows for the year ended 31st March 2015.

The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

There is no audit qualification in the standalone financial statements by the statutory auditors for the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

SUBSIDIARY COMPANY

The Central Government vide General Circular No. 2/2011 dated February 8, 2011 has exempted the holding companies from attaching Annual Accounts and other documents in respect of its subsidiaries to the Annual Report of the holding companies from the financial years ended on or after March 31, 2011. As required vide above Circular, statement in respect of its subsidiaries, giving details of capital, reserves, total assets and liabilities, details of investments, turnover, profit before taxation and proposed dividend is attached to the Consolidated Balance Sheet, Annual accounts of the subsidiary companies and the related detailed information will be made available to the shareholders of the Company, seeking such information and will also be made available for inspection at the Registered Office of the Company.

The policy on material Subsidiaries as approved by the Board is uploaded on the Company's website.

DOMESTIC SUBSIDIARY

M/s. Oriental Foundry Private Limited (CIN : U27310MH2014PTC256609), a Subsidiary Company, was incorporated on 25th July 2014 with a motive set up a plant for manufacturing casting foundry products.

Since the Company is yet to commence its operations, there was Nil income during the financial year whereas initial / operating cost during the year was of ' 2.63 Lac.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements have been provided in the Annual Report. These Consolidated Financial Reports provide financial information about your Company and its subsidiary company as a single economic entity. The Consolidated Financial Statements forms part of this Annual Report.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013 thus disclosure in form AOC-2 is not required. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the Note No. 32 of the Notes to the Financial Statements. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

During the Year, your Board has appointed Ms. Wazeera S. Mithiborwala and Vilas S. Chitnis as Additional, Independent Directors of the Company to fulfill the requirement of Companies Act, 2013 as well as Clause 49 of Listing Agreement.

Further, Mr. Afzal Patel has resigned from the Board w.e.f. 30th December 2014.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board's Report. Further Section 152 of the Act provides that the Independent Directors shall not be liable to retire by rotation in the Annual General Meeting ('AGM') of the Company.

As per revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as Independent Director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl. Date of No. Name Designation Appointment

1. Mr. Afzal Patel Non-Executive Director -

2. Ms. Wazeera S. Mithiborwala Independent Director 31st March 2015

3. Mr. Vilas S. Chitnis Independent Director 31st March 2015

Sl. Date of No. Name Resignation

1. Mr. Afzal Patel 30th Dec 2014

2. Ms. Wazeera S. Mithiborwala -

3. Mr. Vilas S. Chitnis -

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

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

There have been no material changes and commitments affecting the financial position of the Company between the end of Financial Year and date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

1. In the preparation of the annual accounts, for the year ended 31st March 2015, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed.

2. The Directors had adopted 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 of the Company for that period.

3. 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.

4. The Directors had prepared the annual accounts on a going concern basis.

5. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

6. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in information and technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances/tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

business risk management

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments viz. Finance and Capital Market activities.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQuACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As required under Rule 7 of The Companies (Meetings of Board and its Powers) Rules 2014, the Company has a vigil mechanism named Fraud Risk Management Policy (FRM) to deal with instance of fraud and mismanagement, if any. The detail of the FRM Policy is explained in the Corporate Governance Report.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

policy on sexual harassment

The Company has adopted policy on Prevention of Sexual Harassment of women at Workplace in accordance with The Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company has not received any complaints pertaining to Sexual Harassment.

auditors

Statutory Auditors

The Auditors M/s Anil Bansal & Associates, Chartered Accountants, Mumbai and M/s. NBS & Co., Chartered Accountants, Mumbai who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 24th Annual General Meeting up to the conclusion of the 28th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation from both M/s. Anil Bansal & Associates and M/s. NBS & Co., that their appointments, if made, would be in conformity with the limits specified in the said Section.

The shareholders are requested to appoint Auditors and fix their remuneration.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Mohd Akram, Company Secretaries in Practice (C. P. No. 9411) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed elsewhere in this Annual Report.

Internal Auditors

Pursuant to provision of section 138 of Companies Act 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the Company has appointed Mr. Vinod Agarwal, (Membership No. 047637) as Internal Auditors of the Company for financial year 2014-2015.

extract of annual return

The details forming part of the extract of the Annual Return in form MGT 9, as required under section 92 of the Companies Act, 2013 is annexed elsewhere in this Annual Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

PARTICULARS UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013

The Company is engaged in the business of manufacturing veneer and its allied products. The information regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, the information required under section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014 is reported to be as under:

MURBAD UNIT- ELECTRICITY 2014-2015 2013-2014

Electricity Purchased [Units (KWH)] 1037285 954616

Total Amount (?) 8065601 6768561

Average Rate (Rs.) 7.78 7.09

Consumption Per Unit of Production

Production (Units) Refer Note* Refer Note*

Cost of Electricity Consumption Refer Note* Refer Note* (Rs.) / Unit.

*Due to nature of the products of the company, a detail of unit per product is unascertainable.

FOREIGN EXCHANGE EARNINGS And OUTGO

The Company has used equivalent to Rs. 106.71 Lac in foreign currency (US$) whereas the earnings in foreign currency during the year was Nil.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 73 of the Companies Act 2013 and the rules there under.

REPORT ON CORPORATE Governance

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 2013 and the Listing Agreement with the BSE. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company's valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Thane, May 28, 2015 By order of the Board For Oriental Veneer Products Limited

Registered Office : Karim N. mithiborwala Village Aghai, Via Kalyan Railway Station (DIN : 00171326) Thane -421 301 Chairman & Managing Director


Mar 31, 2014

The Directors have pleasure in presenting the 23rd Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2014.

(Rs,in Lac)

Year ended Year Ended

Financial results 31.03.2014 31.03.2013

Revenue from Operations 7147.86 6827.28

Proft before Tax & Extra-ordinary items 103.68 89.21

Less : Provision for Taxation (including Deferred Tax) 55.21 14.54

Profit after Tax 48.47 74.67

OVERVIEW OF ECONOMY

A survey by global consultancy form Ernst & Young (E&Y) sees India as the world's most attractive investment destination. With the opening up of foreign direct investment (FDI) in several sectors, India is today an eye- catching destination for overseas investors. The relaxation of norms by the government has created a vast opportunity for foreign players, who are competing for a greater role in the Indian market. Sectors projected to do well in the coming years include automotive, technology, life sciences and consumer products.

India has also become a hotbed for research and development (R&D) and the country is now a preferred destination for automotive R&D, as per a study on the Global Top 500 R&D spenders by globalization advisory and market expansion form, Zinnia. The study noted that there was strong potential for growth in areas such as engineering analytics and that significant talent could be found in 'Deccan Triangle' region, which encompasses Pune, Bangalore and Hyderabad.

The World Bank has projected an economic growth rate of 5.7 per cent in FY15 for India, due to a more competitive exchange rate and several significant investments going forward.

India is the third biggest economy in the world in terms of purchasing power parity (PPP), according to a World Bank report. The country was ranked 10th in the previous survey conducted in 2005.

The stakes held by foreign institutional investors (FII) in Indian companies touched a record high in the fourth quarter of FY 14. The estimated value of FII holdings in India stands at US$ 279 billion.

OVERALL PERFORMANCE & OUTLOOK

Gross revenue from operations remained at Rs, 7147.86 Lac in comparison to last years' figure of Rs, 6827.28 Lac. In term of Net Profit, the same was of Rs, 48.47 Lac in comparison to last years' net profit of Rs, 74.67 Lac.

Your Company is into the business of Railway supply of veneer and its allied products and is one of the empanelled vendors of Indian Railways. The Company is into the manufacturing activities of Wood based resin impregnated deified Laminated Boards (COMPREG).

The outlook for the current year is challenging mainly due to sluggish economy. However, your Company expects to grow despite the adverse environment due to its commitment to members of the Company.

DIVIDEND

Due to lack of sufficient profit and looking to the future challenges and to the implementation of expansion plan, Your Directors do not recommend any Dividend for the year under review.

SUBSIDIARY COMPANY

The Company does not have any subsidiary.

management discussion & analysis

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association Mr. Saleh Najmuddin Mithiborwala (DIN: 00171171) Director retire by rotation and being eligible offer himself for re-appointment. Directors recommend his re-appointment.

Mr. Afzal A. Patel Director who retires by rotation and being eligible; but does not offer himself for re- appointment.

As per Section 149(4) of the Companies Act, 2013, which came into effect from April 1, 2014, every listed company is required to have at least one-third of the total number of Directors as Independent Directors. Accordingly, resolution proposing appointment Mr. Khalid A. Dabilkar, Mr. Mustufa S. Pardawala as Independent Directors, forms part of the Notice of the Annual General Meeting and the Company has received requisite notices in writing under Section 160 of the Companies Act, 2013

The Company has received declarations from all the Independents Directors of the Company confirming that they meet with the criteria of Independents as prescribed both under sub-section(6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013, your Company is required to appoint Key Managerial Personnel. Accordingly, your Company has appointed its Key Managerial Personnel viz. based on the recommendation of Nomination & Remuneration Committee the Board of Directors of your Company at their Board Meeting held on 30th May, 2014 has appointed Mr. Karim N. Mithiborwala as whole time Director designated as Managing Director for a period of Three Years w.e.f. 1st January 2015 & Mr. Saleh N. Mithiborwala as Whole Time Director designated as Chief Financial Officer for a period of Three Years w.e.f. 1st January 2015 subject to the approval of Shareholders at the forthcoming Twenty Third Annual General Meeting. The Board recommends their appointments.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March 2014, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 of the Company for that period;

3. 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; and

4. The Directors had prepared the annual accounts on a going concern basis.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in information and technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

M/s. Anil Bansal & Associates, Chartered Accountants, Mumbai (Reg. No. 100421W) and M/s. NBS & Co. Chartered Accountants Mumbai,( Reg. No. 110100W) Joint Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible to offer themselves for re- appointment. Letters under Section 141(3) (g) of the Companies Act, 2013 regarding their eligibility for the proposed appointments have been obtained from them. Your Directors recommend their appointment

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Company's plan. By far the employee's relations have been cordial throughout the year.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The Company is engaged in the business of manufacturing veneer and its allied products. The information regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, the information required under section 217(1)(e) of the Companies Act, 1956 is reported to be as under:

morbid unit- electricity 2013-2014 2012-2013

Electricity Purchased [Units (KWH)] 954616 882460

Total Amount (Rs,) 6768561 7308375

Average Rate (Rs,) 7.09 8.28 consumption Per unit of Production

Production (Units) refer note* Refer Note*

Cost of Electricity Consumption (Rs,) / Unit. refer note* Refer Note* *Due to nature of the products of the company, a detail of unit per product is unascertainable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Details regarding the Foreign Exchange earnings & outgo are given in Notes to Account No. 34, 35, 36 & 37 in the Audited Annual Accounts of the Company.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the BSE Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company's valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Thane, November 28, 2014 By order of the Board

For Oriental Veneer Products Limited

Registered office : karim n. mithiborwala

Village Aghai, Via Kalyan Railway Station (DIN : 00171326)

Thane -421 301 Chairman & Managing Director

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