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Directors Report of Oriental Rail Infrastructure Ltd.

Mar 31, 2023

Your Directors have pleasure in presenting the 32^nd Annual Report on the business and operations of the Company and the Audited Financial Statement for the financial year ended March 31, 2023.

Performance Highlights

The summarised financial highlight is depicted below:

Rs. in Lakhs)
Particulars	Standalone		Consolidated
FY 2023		FY 2022	FY 2023	FY 2022
Revenue from Operations	13,453.12	11,289.96	32,512.83	17,259.90
Other Income	193.79	192.87	209.13	207.62
Total Revenue	13,646.92	11,482.83	32,721.96	17,467.52
Profit/ (Loss) before Finance cost, Depreciation and Tax	857.62	2,043.55	2715.50	3,230.73
Less: Finance Costs	432.17	173.74	1,604.42	627.58
Less: Depreciation	107.93	96.74	682.27	523.49
Profit before Tax	317.52	1,773.07	428.81	2,079.66
Less: Tax Expenses	87.44	467.01	110.09	520.85
Net Profit	230.08	1,306.05	318.72	1,558.81
Other comprehensive income (net of tax)	-	-	-	-
Total Comprehensive income	230.08	1,306.05	318.72	1,558.81
Basic & Diluted EPS (in '')	0.43	2.42	0.59	2.89

OPERATIONS REVIEW Standalone

The Company''s Standalone revenue from operations for FY 2022-23 was ''13,453.12 Lakhs, compared to '' 11,289.96 Lakhs in the previous year. The Company''s profit before exceptional items and tax on a standalone basis was '' 317.52 Lakhs during the year compared to '' 1,773.07 Lakhs in the previous year. The Company earned a net profit of '' 230.08 Lakhs during the year compared to '' 1,306.05 Lakhs in the previous year.

Consolidated

The Company''s consolidated revenue from operations for FY 2022-23 was '' 32,512.83 Lakhs compared to '' 17,259.90 Lakhs in the previous year. The Company''s profit before exceptional items and tax on a consolidated basis was '' 428.81 Lakhs during the year compared to '' 2,079.66 Lakhs in the previous year. The Company earned a net profit of before exceptional items and tax on a consolidated basis was '' 318.72 Lakhs during the year compared to '' 1,558.81 Lakhs in the previous year.

SUBSIDIARY COMPANIES AND FINANCIAL DETAILS

Oriental Foundry Private Ltd.

As on March 31, 2023, the Company had 1 Wholly Owned Subsidiary namely Oriental Foundry Private Limited (''OFPL''). During the year, the Board of Directors reviewed the affairs of the subsidiary.

The OFPL revenue from operations for FY 2022-23 was '' 19,768.32 Lakhs as compared to '' 6,344.02 Lakhs in the previous year. The Company''s profit before exceptional items and tax was '' 111.29 Lakhs during the year as compared '' 306.60 Lakhs in the previous year. The Company earned a net profit of '' 88.64 Lakhs during the year compared to '' 252.77 Lakhs in the previous year.

The Consolidated Financial Statements of the Company and its subsidiary, prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (''Ind AS''), forms part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 (''the Act'') and Rules 5 and 8 (1) of the Companies (Accounts) Rules, 2014, the salient features of the financial position of subsidiary is given in Form AOC-1 set out as ''Annexure G'' to this Report.

During the year under review, no Company has become or ceased to be a subsidiary of the Company. The Company does not have any associate or joint venture companies.

The separate financial statement of the subsidiary Company is available on the website of the Company and can be accessed at https://www.orientalrail.com/subsidiary-annual-report.php

DIVIDEND

The Directors do not recommend any dividend for the Financial Year ended 31^st March, 2023

SHARE CAPITAL

During the year under review, there was no change in the Company''s share capital. The issued, subscribed and paid-up Equity Share Capital of the Company is '' 5,39,03,000/-comprising of 5,39,03,000 Equity Shares of '' 1/- each. Further, during the year under review, your Company has neither issued any shares with differential voting rights nor has granted any sweat equity shares.

TRANSFER TO RESERVE

An amount of '' 230.08 Lakhs has been transferred to General Reserve in respect of Financial Year under review.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public and as such, no amount of principal or interest was outstanding as on the balance sheet date.

INTERNAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial control with reference to financial statements.

The Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 and other applicable provisions, if any, of the Act read together with the Companies (Indian Accounting Standards) Rules, 2015.

The Company in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/validate them as and when appropriate.

The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company''s policies, safeguarding of Company''s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

STATUTORY AUDITORS AND AUDITORS'' REPORT

M/s. Anil Bansal & Associates., Chartered Accountants (Firm Registration No. 100421W) were appointed as the Statutory Auditors of the Company for a period of 5 years, to hold office from the conclusion of 31^st AGM till the conclusion of the 36^thAnnual General Meeting of the Company to be held in the calendar year 2027.

M/s. Anil Bansal & Associates, Chartered Accountants (Firm Registration No. 100421W) have consented and confirmed that their appointment is in accordance with the conditions prescribed in Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014 and that they meet the eligibility criteria specified in Section 141 of the Act.

The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2023. The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

COST AUDIT

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148 (1) of the Act. M/s. Tadhani & Co., Cost Accountants, (Firm Registration No. 101837) have been duly appointed as Cost Auditors for conducting cost audit in respect of products manufactured by the Company which are covered under the Companies (Cost Records and Audit) Rules, 2014 for the financial year ending March 31, 2024. They were also the Cost Auditors for the financial year ended March 31, 2023. As required under Section 148 of the Act, necessary resolution has been included in the Notice convening the AGM, seeking ratification by Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 31, 2024.

SECRETARIAL AUDITOR

The Board of Directors of the Company has appointed Mr. Shiv Hari Jalan, Practicing Company Secretary (Certificate of Practice No. 4226), as the Secretarial Auditor to conduct an audit of the secretarial records for the FY 2022-23.

The Company has received consent from Mr. Shiv Hari Jalan to act as the auditor for conducting audit of the secretarial records for the financial year ending March 31, 2024.

The Secretarial Audit Report for the financial year ended March 31, 2023 under Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in the Annexure B'' to this report.

The Secretarial Compliance Report for the financial year ended March 31, 2023, in relation to compliance of all applicable SEBI Regulations / circulars / guidelines issued thereunder, pursuant to requirement of Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') has been filled with the stock exchange within stipulated time period.

As per the requirements of the Listing Regulations, the material subsidiary of the Company viz. Oriental Foundry Private Limited have undertaken secretarial audit for the financial year 2022-23 and is also annexed as ''Annexure C'' to this report.

CERTIFICATIONS FROM COMPANY SECRETARY IN PRACTICE

A certificate has been received from M/s. Shiv Hari Jalan & Co., Practising Company Secretaries, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by SEBI, Ministry of Corporate Affairs or any such statutory authority. The certificate is a part of Report on Corporate Governance.

The requisite Certificate from M/s. Shiv Hari Jalan & Co., Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is annexed hereto ''Annexure D'' to this Report.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, M/s. Vinod Agarwal & Co., Chartered Accountants were appointed by the Board of Directors to conduct internal audit reviews for the Company for the financial year ended 31^st March, 2023.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed to this Report as Annexure A. The CSR policy is available on the website of the Company at https://www.orientalrail.com/ policies-code-and-compliances. php.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars regarding Conservation of energy, technology absorption and foreign exchange earnings and outgo are given as ''Annexure E'' to this Report.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (TEPF)

Pursuant to the provisions of Sections 124, 125 and other applicable provisions, if any, of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (hereinafter referred to as ''IEPF Rules''), the amount of dividend remaining unpaid/unclaimed for a period of seven years from the date of transfer to the unpaid dividend account, is required to be transferred to the Investor Education and Protection Fund (''the I EPF''). The IEPF Rules mandate Companies to transfer shares of Members whose dividends remain unpaid / unclaimed for a continuous period of seven years to the demat account of IEPF Authority.

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on the Company''s website https://www.orientalrail.com/dividend.php

ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return as on March 31, 2023 is available on the Company''s website at https://www.orientalrail.com/annual-reports.php

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and Analysis containing information inter-alia on industry trends, your company''s performance, future outlook, opportunities and threats for the year ended March 31, 2023, is provided in a separate section forming integral part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of The Companies Act, 2013 (hereinafter referred as "the Act") and Articles of Association of the Company, Mr. Karim N. Mithiborwala, Director retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The brief resume and other disclosures relating to the Director who is proposed to be re-appointed, as required to be disclosed pursuant to Regulation 36 of the Listing Regulations and Clause 1.2.5 of the Secretarial Standard 2 are given in the Annexure to the Notice of the 32^nd AGM.

During the year under review, Mrs. Sheetal Nagda (DIN: 07179841) who was appointed as Additional Director by Board of Directors, pursuant to recommendation of Nomination and Remuneration Committee, with effect from December 14, 2021 was appointed as Independent director at 31^st Annual General Meeting of the Company held on September 27, 2022.

Further, Ms. Sonam Gupta resigned as Company Secretary and Compliance Officer of the Company with effect from December 14, 2022. The Board of Directors of the Company in their meeting, pursuant to the recommendation of Nomination and Remuneration Committee, appointed Mr. Hardik Chandra as Key Managerial Personnel designated as Company Secretary and Compliance Officer of the Company with effect from January 09, 2023.

The Board places on record its appreciation for the valuable services and guidance given by Ms. Sonam Gupta to the Company during her tenure as Company Secretary and Compliance Officer of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of independence as prescribed under subsection (6) of Section 149 of the Act and under Regulation 161(1) (b) & 25(8) of the Listing Regulations.

In the opinion of the Board of Directors of the Company, all Independent Directors possess high integrity, expertise and experience to discharge the duties and responsibilities as Directors of the Company.

The Company recognises and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural

and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage.

AUDIT COMMITTEE OF THE COMPANY

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Act, Regulation 18 of the Listing Regulations as amended from time to time and guidance note issued by Stock Exchange. The details of the composition of the Audit Committee are detailed in the Corporate Governance Report, which forms part of this Report.

NOMINATION AND REMUNERATION POLICIES

The Board of Directors has approved a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors.

Details of the Nomination and Remuneration Policy is hosted on the website of the Company at https://www.orientalrail.com/ policies-code-and-compliances.php

BOARD EVALUATION

Pursuant to the provisions of the Act and Regulation 19 of the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and the Non-Executive Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects. The performance of the Executive Directors is evaluated on the basis of achievement of their Key Result Areas.

In a separate meeting of independent directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

The Board of Directors has expressed its satisfaction with the evaluation process.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure F''.

The information required under Rule 5 (2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members

excluding the aforesaid Annexure. Any Members interested in obtaining the same may write to the Company Secretary at the registered office of the Company. None of the employees listed in the said Annexure is related to any Director of the Company.

RISK MANAGEMENT

Your Company has adopted Risk Management system for risk identification, assessment and mitigation. Major risks identified by the Company are systematically addressed through mitigating actions on a continuous basis.

Some of the risks that the Company is exposed to are financial risks, commodity price risk, regulatory risks and economy risks. The Internal Audit Report and Risk Management Framework is reviewed by the Audit Committee.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, 8 (Eight) Board Meetings were convened and held, details of which are given in the Report on Corporate Governance forming part of the Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees in compliance with the provisions of Section 177 (10) of the Act and Regulation 22 of the Listing Regulations, to provide for adequate safeguards against victimization of persons, a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics. The details of establishment of Vigil Mechanism/ Whistle Blower Policy are posted on the website of the Company and the weblink to the same is https://www.orientalrail.com/policies-code-and-compliances.php

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Since the Company is in the business of providing Infrastructural facilities, provisions of Section 186, except sub-section 1, of the Act (''the Act'') is not applicable to the Company.

Further, the details of loans, guarantees and investments covered under the provisions of Section 186, of the Act, read with Companies (Meetings of Board and Its Powers) Rules, 2014 are given in the notes to the financial statements forming part of this Annual Report.

RELATED PARTY TRANSACTIONS

During the year under review, all contracts / arrangements / transactions entered into by the Company with related parties were in ordinary course of business and on an arm''s length basis. There were no material related party transactions by the Company during the year. Accordingly, the disclosure of

Related Party Transactions as required under Section 134 (3) (h) of the Act in Form AOC-2 is not applicable.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are planned/repetitive in nature and omnibus approvals are taken as per the policy laid down for unforeseen transactions. Related Party Transactions entered into pursuant to omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Securities Exchange Board of India (''SEBI'') vide amendments to the Listing Regulations had introduced substantial changes in the related party transaction framework, inter alia, by enhancing the purview of the definition of related party, and overall scope of transactions with related parties effective April 1, 2022 or unless otherwise specified. The Board of Directors on recommendations of the Audit Committee approved the revised ''Policy on Related Party Transactions'' to align it with the said amendments and the same is available on the website of the Company at https://www.orientalrail.com/ policies-code-and-compliances.php

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with applicable secretarial standards.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and systems of compliance which are established and maintained by the Company, audits conducted by the Internal, Statutory and Secretarial Auditors including audit of internal financial controls over financial reporting by the Statutory Auditors and reviews by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022-23.

Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Act the Directors confirm to the best of their knowledge and ability, that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed with no material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the loss of the Company for the year ended on that date;

care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual financial statements on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in Company''s premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment at workplace which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (''ICC'') has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. ICC has its presence at corporate office as well as at site locations.

The Policy is gender neutral. During the year under review, Company have not received any complaints as per The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS AFFECTING THE GOING CONCERN STATUS OF THE COMPANY

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

REPORTING OF FRAUDS

There were no instances of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143 (12) of the Act and Rules framed thereunder.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There are no instances of one time settlement during the financial year.

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the co-operation received from shareholders, bankers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, for better performance of the Company during the year.

On behalf of the Board of Directors

Saleh N. Mithiborwala

Chairman and Chief Financial Officer DIN: 00171171

Date: August 08, 2023 Place: Mumbai

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 27^th Annual Report on the business and operations of your Company together with the audited financial statements and the Auditorsâ Report for the financial year ended March 31, 2018.

(in Lakh, except EPS)

Particulars	Standalone		Consolidated
	2017-18	2016-17*	2017-18	2016-17*
Total Revenue	11984.77	10003.39	13499.89	10573.32
EBIDTA	1952.76	1476.79	2147.23	1753.94
Less: Finance Cost	167.87	176.42	271.49	331.16
Less: Depreciation	94.78	97.85	253.32	254.33
Profit before Tax	1690.11	1202.52	1622.42	1168.45
Tax Expenses	592.60	430.81	457.80	396.08
Net Profit	1097.50	771.71	1164.62	772.37
Other comprehensive income (net of tax)	-	(48.47)	-	(48.47)
Total Comprehensive income	-	723.24	-	723.90
Basic & Diluted EPS (in)	20.36	13.42	21.61	13.43

Operational and Financial Performance Overview

During the Financial year 2017-18, On a standalone basis, Revenue from Operations increased to Rs. 11,769.53 Lakhs as against Rs. 9,811.72 Lakhs in the previous year, resulting in a growth of 19.95%. EBIDTA for the year under review was Rs. 1952.76, representing a growth of 32.23%. The Profit After Tax for the current year is Rs. 1097.50 Lakhs against Rs. 771.71 Lakhs, showing a remarkable growth of 42.22%.

On a consolidated basis, the group achieved Revenue from Operations of Rs. 13,268.61 Lakhs as against Rs. 10,379.43 Lakhs in the previous year, thereby registering a growth of 27.84%. EBIDTA during the year has shown a growth of 22.42%. The Net Profit After Tax during year under review increased from Rs. 772.37 Lakhs to Rs. 1164.62 Lakhs, registering a growth of 50.79%.

The Earnings per share improved from Rs. 13.43 in the previous year 2016-17 to Rs. 21.61 in the current year on a consolidated basis.

Dividend

During the year under review, your Directors are pleased to recommend final dividend @ 20% (Rs. 2/- per equity share of Rs. 10/- each) for the approval of shareholders at the ensuing Annual General Meeting. If approved, the total dividend payout for the year under review will be 20% amounting to Rs. 129.76 Lakh (including dividend distribution tax).

Share Capital

During the year under review, there was no change in equity share capital of the Company. Your Company has not issued any equity shares with differential voting rights or sweat equity shares. Further, your Company does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme.

Adoption of Indian Accounting Standards

In accordance with the notification issued by the Ministry of Corporate Affairs (MCA), your Company is required to prepare financial statements under Indian Accounting Standards (Ind AS) prescribed under section 133 of the Companies Act, 2013 read with rule 3 of the Companies (Indian Accounting Standards Rules, 2015) and Companies (Indian Accounting Standards) Amendment Rules, 2016 with effect from April 01, 2017. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with rule 7 of Companies (Accounts) Rules, 2014.

Accordingly, your Company has adopted Indian Accounting Standard (âInd ASâ) with effect from April 01, 2017 with the transition date of April 01, 2016 and the Financial Statements for the year ended March 31, 2018 have been prepared in accordance with Ind AS. The financial statements for the year ended March 31, 2017 have been restated to comply with Ind AS to make them comparable.

The MCA notification also mandates that Ind AS shall be applicable to Indian Subsidiary Companies, Joint Venture or Associates of the Company. Hence, your Company and its Indian Subsidiaries have prepared and reported financial statements under Ind AS w.e.f. April 01, 2017, including restatement of the opening balance sheet as at April 01, 2016.

The effect of the transition from IGAAP to Ind AS has been explained by way of reconciliation in the Standalone and Consolidated Financial Statements.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 and forms part of this Annual Report.

A copy of the Audited Financial Statements of the Subsidiaries shall be made available for inspection at the Registered Office of the Company during business hours on any working day upto the Annual General Meeting. Any shareholder interested in obtaining a copy of separate Financial Statements of the subsidiaries shall make specific request in writing to the Company Secretary. The Audited Financial Statements of the subsidiaries are also available on the website of the Company at www.ovpl.co.in.

Subsidiaries

As on March 31, 2018, the Company has 1 Wholly Owned subsidiary namely Oriental Foundry Private Limited. The Company does not have any Associate Company pursuant to the provisions of the Companies Act, 2013.

As on March 31, 2018, turnover stood at Rs. 1657.48 Lakhs and the Company incurred a profit of Rs. 67.11 Lakhs.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 and Rules 5 and 8(1) of the Companies (Accounts) Rules, 2014 the salient features of financial position of subsidary is given in Form AOC-1 set out as âAnnexure 1â to this Report.

The Company has framed a policy for determining material subsidiaries, which can be accessed at http://www.ovpl.co. in/companvdetails/Policv%20of%20Materi al%20Subsidiaries.pdf.

Directors and Key Managerial Personnel

At the Annual General Meeting of the Company held on September 27, 2017, Mr. Saleh N. Mithiborwala, Executive Chairman and Chief Financial Officer and Mr. Karim N. Mithiborwala, Managing Director were re-appointed for a period of five years w.e.f. January 01, 2018. Mr. Vali N. Mithiborwala, Executive Director was appointed for a period of five years w.e.f. August 18, 2018.

Pursuant to the provisions of Section 152 of Companies Act 2013, Mr. Vali Mithiborwala (DIN: 00171255), Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for the re-appointment. The Board recommends his re-appointment for consideration of the members at the ensuing Annual General Meeting. Members are requested to refer the Notice of the ensuing Annual General Meeting for brief profile and other related information of Mr. Vali Mithiborwala, Director retiring by rotation.

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the Listing Regulations.

In terms of Section 203 of the Companies Act, 2013, as on March 31, 2018, Mr. Saleh N Mithiborwala, Chief Financial Officer, Mr. Karim N Mithiborwala, Managing Director, Mr. Vali N. Mithiborwala, Executive Director and Ms. Priya Bhagat, Company Secretary are Key Managerial Personnel (KMP) of the Company.

Number of Board Meetings

During the year under review, Six (6) Board Meetings were held viz on May 26, 2017, August 18, 2017, September 14, 2017, December 14, 2017, January 24, 2018 and March 20, 2018. The maximum interval between any two Board meetings did not exceed 120 days.

Companyâs Policy on Appointment and Remuneration of Directors

Your Company has adopted Nomination and Remuneration Policy for the appointment and remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The

Nomination and Remuneration Policy is given in the Corporate Governance Report.

Annual Evaluation of Board Performance and its Committee and Directors

Criteria of performance evaluation of the Board of Directors including Independent Directors are laid down by the Nomination and Remuneration Committee of the Company. Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out performance evaluation of its own, evaluation of working of the committees and performance of all Directors based on the parameters specified in the Corporate Governance Report. A structured questionnaire containing the parameters of performance evaluation was circulated to all the Directors. A separate meeting of Independent Directors of the Company was held on August 18, 2017 in which Independent Directors inter-alia reviewed performance of Executive Chairman and other Non-Independent Directors. The Board expressed their satisfaction with the evaluation process.

Directorsâ Responsibility Statement

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state and confirm that:

1. in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. such accounting policies as mentioned in the notes to the Financial Statements for the year ended March 31, 2018 have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the annual financial statements for the year ended March 31, 2018 have been prepared on a going concern basis;

5. internal financial controls to be followed by the Company have been laid down and that the said financial controls were adequate and were operating effectively;

6. Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

Corporate Social Responsibility (CSR)

Your Company recognizes the vital role played by society at large in its growth and development and strives to discharge its social responsibility as a corporate citizen.

Pursuant to the provisions of Section 135 of the Companies Act, 2013, CSR is applicable to the Company from the financial year 2017-18 and the Board has constituted a CSR Committee headed by Mr. Saleh Mithiborwala as the Chairperson of the Committee. Mr. Karim Mithiborwala and Mr. Mustufa Pardawala are members of the CSR Committee.

The required disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules 2014 is set out as âAnnexure 2â to this Report.

Your Company has adopted a Corporate Social Responsibility (CSR) policy in compliance with the provisions of the Act and is available on web-link http://www.ovpl.co.in/companydetails/Cor porate%20Social%20Responsibility%20Poli cv.pdf.

Audit Committee

As on March 31, 2018, the Audit Committee comprises of Mr. Mustafa Pardawala as Chairman, Mrs. Deepa Raut and Mr. Suresh Mane and Mr. Saleh Mithiborwala. More details about the Audit Committee are given in Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

Statutory Auditors

At the Annual General Meeting of the Company held on September 27, 2017, M/s. Amar Nath Sharma 8i Co., Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of 5 years to hold office from the conclusion of the 26^th Annual General Meeting till the conclusion of the 31^st Annual General Meeting of the Company, subject to ratification by the members at each Annual General Meeting.

The Companies (Audit and Auditors) Second Amendment Rules, 2018 dated May 7, 2018 have omitted the requirement of ratification of the Auditors and hence the same shall not be subject to the memberâs approval henceforth. M/s. Amar Nath Sharma 8t Co. shall hold office from the conclusion of the 27^th Annual General Meeting till the conclusion of the 31^st Annual General Meeting of the Company.

M/s. Amar Nath Sharma & Co. have confirmed their eligibility and qualification required under section 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force.)

Auditorsâ Report

The Auditorsâ Report on standalone and consolidated financial statements forms part of the Annual Report. The Auditorsâ Report does not contain any qualifications, reservations, adverse remarks, disclaimer or emphasis of matter. Notes to the Financial Statements are self-explanatory and do not call for any further comments.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or reenactment for the time being in force).

Internal Audit

M/s. Vinod Agarwal & Co., Chartered Accountants are Internal Auditors of the Company and their report is reviewed by the Audit Committee from time to time.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules thereunder, the Board has appointed Mr. Mohd. Akram, Practicing Company Secretary to conduct Secretarial Audit of the Company for the year ended March 31, 2018. The Secretarial Audit Report issued by them in Form No. MR-3 set out as âAnnexure 3â to this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remark.

Segment

The Company operates only in a single segment i.e. Indian Railway Products Segment.

Public Deposits

During the year under review, your Company has not accepted any deposits from public, under Chapter V of the Companies Act, 2013.

Corporate Governance Report

As per Regulation 34(3) read with Schedule V of the Listing Regulations, your Company has complied with the requirements of corporate governance. A Corporate Governance Report along with Statutory Auditorsâ Certificate confirming its compliance for the year ended March 31, 2018 is provided separately and forms integral part of this Annual Report.

Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and Analysis containing information inter-alia on industry trends, your companyâs performance, future outlook, opportunities and threats for the year ended March 31, 2018, is provided in a separate section forming integral part of this Annual Report.

Extract of Annual Return

Pursuant to the provisions of Section 92 (3) of the Companies Act, 2013, extract of the Annual Return as on March 31, 2018 in Form MGT-9 is annexed as âAnnexure 4â to this Report.

Related Party Transactions

Related Party Transactions entered during FY 2017-18 were on an armâs length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. No related party transaction was in conflict with the interest of the Company. As prescribed by Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of contracts/ arrangements with Related Parties are given in Form AOC-2, set out as âAnnexure 5â to this Report.

The prior omnibus approval of Audit Committee is obtained for all Related Party Transactions. A statement of all Related Party Transactions is reviewed by the Audit Committee on a quarterly basis. Your Company has adopted a policy on Related Party Transactions. The policy as approved by the Board has been uploaded on the Companyâs website and can be accessed at http://www.ovpl.co.in/companydetails/Rela ted%20Party%20transaction%20Policy.pdf.

Particulars of Loans Given, Investments Made, Guarantees, Securities under Section 186 of the Companies Act, 2013

Since the Company is in the business of providing Infrastructural facilities, provisions of Section 186 except subsection 1 of the Companies Act, 2013 is not applicable to the company.

Notes to the Financial Statements contain details of investment made by the Company.

Risk Management

Vigil Mechanism / Whistle Blower Policy

The Whistleblower Policy has been approved and adopted by the Board of Directors of the Company in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations.

Your Company has established a vigil mechanism for the Directors and employees of the Company to report concerns about unethical behavior, actual or suspected incidents of fraud or violation of Code of Conduct. The details of Vigil Mechanism/ Whistle Blower Policy are provided in the Corporate Governance Report.

Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

In order to prevent sexual harassment of women at workplace, your Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to look into complaints relating to sexual harassment at workplace of any woman employee.

During the year under review, no complaints pertaining to sexual harassment were received and no complaint was pending as on March 31, 2018.

Conservation of Energy, Technology Absorption & Foreign Exchange Earning & Outgo

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required under Section 134(3) (m) of the Companies Act, 2013 read with rules thereunder is given in âAnnexure 6â forming part of this Report.

Particulars of Employees and Related Disclosures

The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding remuneration of Directors, Key Managerial Personnel and other related disclosure is given as âAnnexure 7â to this Report.

Information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 viz. Details of top ten employees of the Company in terms of remuneration drawn during 2017-18 and particulars of employees drawing remuneration in excess of the limits specified in Rule 5(2) of said rules is provided in Annexure forming part of this report. As per the provisions of Section 136 of the Companies Act, 2013, the Annual Report and Accounts are being sent to the members of the Company excluding the said Annexure. Any member interested in obtaining a copy of said Annexure may write to the Company Secretary at the Registered Office of the Company. The said annexure will be available for inspection by the members at the Registered Office of the Company twenty one days before and upto the date of ensuing Annual General Meeting during the business hours on working day.

Internal Financial Controls with respect to the Financial Statements

The Company maintains adequate internal control system and procedures commensurate with its size and nature of operations. The internal control systems are designed to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorisation of transactions, safeguarding the assets of the Company and prevent misuse/ losses and legal compliances.

The internal control system includes a well-defined delegation of authority and a comprehensive Management Information System coupled with quarterly reviews of operational and financial performance, a well-structured budgeting process with regular monitoring of expenses and Internal audit. The Internal Audit reports are periodically reviewed by the management and the Audit Committee and necessary improvements are undertaken, if required.

Significant or Material Orders passed by the Regulators/Courts

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

Material Changes and Commitments affecting the Financial Position of the Company

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2017-18 and the date of this report.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review or said items are not applicable to the Company:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise or issue of sweat equity share.

2. Details of payment of remuneration or commission to Managing Director of the Company from any of its subsidiaries as the Company, as no such payment were made.

B. Voting rights which are not directly exercised by the employees in respect of shares for the subscription /purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

Acknowledgements

Your Directors wish to place on record their appreciation for dedicated service and contribution made by the employees of the Company at all levels.

Your Directors would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from its customers, suppliers, investors, bankers, financial institutions, business partners and other stakeholders.

On behalf of the Board of Directors

SALEH MITHIBORWALA

Chairman and Chief Financial Officer

DIN:00171171

Date: July 11, 2018

Place: Mumbai

Mar 31, 2016

The Directors have pleasure in presenting the 25^th 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
Sr No	Particulars		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	31^st March 2016	31^st 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 31^st 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 31^st 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 31^st 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 31^st 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 Â 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 Âboth 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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