Your Directors are pleased to present the 35th Annual Report
on the business and operations of the Company together with Company's Audited Financial
Statements for the Financial Year ended March 31, 2023.
1. Financial Performance
The standalone Audited Financial Statements for the Financial Year
ended March 31, 2023 are prepared in accordance with the relevant Indian Accounting
Standards (IND AS) and Regulation 33 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulation") and provisions of the
Companies Act, 2013 ("Act").
The Company's financial performance for the year ended March 31, 2023
is summarized below:
(Rs In Lakhs)
| Particulars |
Year ended March 31, 2023 |
Year ended March 31,2022 |
| Revenue from Operations (Net) |
17,171.72 |
16,046.74 |
| Other Income |
206.48 |
402.90 |
| Profit before Finance Costs, Depreciation and Tax |
690.61 |
499.54 |
| Less: Finance Cost |
728.81 |
613.11 |
| Less: Depreciation and Amortization expenses |
403.65 |
442.92 |
| Profit/(loss) before Tax |
(441.85) |
(556.49) |
| Less: Tax Expenses |
(103.34) |
(196.68) |
| Profit/(loss) after Tax |
(338.51) |
(359.81) |
| Other Comprehensive Income/(expense) (net of tax) |
6.42 |
15.97 |
| Total comprehensive Income for the year (net of tax) |
(332.09) |
(343.84) |
2. Results of operations and State of Company?s affairs
During the year, the Company has incurred pre-tax Loss of Rs 441.85
Lakhs as compared to pre-tax loss of Rs 556.49 Lakhs in the previous year. The Net
Turnover of the Company was at Rs 17,171.72 Lakhs for the year as against Rs 16,046.74
Lakhs in previous year, registering an increase of 7.01%.
3. Dividend
In view of losses incurred by the Company, your Directors have not
recommended any dividend for the Financial Year 2022-2023.
4. Finance
The Company is availing its Working Capital Limits & Term Loan from
Axis Bank Ltd., Indian Bank (Allahabad Bank) and Kotak Mahindra Bank Limited. The company
has repaid all loan installments on time. During the year under review CARE Rating Agency
awarded "CARE BB+-" Stable rating on the Long term and Short term Bank
facilities availed by the Company.
5. Change in Capital Structure
During the Financial Year under review, there was no change in the
Capital Structure of the Company.
As on March 31, 2023 the issued and paid-up capital of your Company
stood at Rs 100,000,000/- divided into 10,000,000 Equity Shares of Rs 10/- each.
6. Alteration of Memorandum of Association (MOA)
The Company proposes to commence new business of Candle manufacturing
and other businesses as specified in the Resolution No. 10 of the Notice of the ensuing
Annual General Meeting in future. These businesses are not included in the Main Object
Clause of the MOA of the Company and therefore alteration of Main Object of the MOA of the
Company is required. The necessary resolution has been included in the Notice of the
ensuing Annual General Meeting with detailed Explanatory Statement.
After receiving the approvals of shareholders in the ensuing AGM and
with the approval of Registrar of Companies, the Board of Directors of the Company will
take necessary steps in this matter.
7. Directors and Key Managerial Personnel
There was no change in the composition of the Board during the
Financial Year 2022-23.
Appointment
Mr.Ramvilas Maheshwari was re- appointed as the Managing Director of
the Company for a term of three years w.e.f. October 01, 2020 to September 30, 2023. The
Nomination and Remuneration Committee in its meeting held on August 12, 2023 had
recommended his re-appointment for another term of three years w.e.f. October 01, 2023 to
September 30, 2026.The Board in its meeting held on even date has granted its approval for
the re- appointment of Mr. Ramvilas Maheshwari as Managing Director of the Company for
another term of three years subject to the approval of the shareholders at the ensuing
Annual General Meeting.
Mr. Rajaram Maheshwari was re- appointed as the Whole -time Director
designated as the "Executive Director" of the Company for a term of three years
w.e.f. October 01, 2020 to September 30, 2023. The Nomination and Remuneration Committee
in its meeting held on August 12, 2023 had recommended his re-appointment for another term
of three years w.e.f. October 01, 2023 to September 30, 2026. The Board in its meeting
held on even date has granted its approval for the re-appointment of Mr. Rajaram
Maheshwari as the Whole -time Director designated as the "Executive Director" of
the Company another term of three years subject to the approval of the shareholders at the
ensuing Annual General Meeting .
Mr. Prakash Maheshwari was re- appointed as the Whole -time Director of
the Company for a term of three years w.e.f. November 01, 2020 to October 31, 2023. The
Nomination and Remuneration Committee in its meeting held on August 12, 2023 had
recommended his re-appointment for another term of three years w.e.f. November 01, 2023 to
October 31, 2026. The Board in its meeting held on even date has granted its approval for
the re- appointment of Mr. Prakash Maheshwari as the Whole -time Director of the Company
for another term of three years subject to the approval of the shareholders at the ensuing
Annual General Meeting.
As per Regulation 17(1A) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, No listed entity
shall appoint a person or continue the directorship of any person as a non-executive
director who has attended the age of seventy-five years unless a special resolution is
passed to that effect, in which case the explanatory statement annexed to the notice for
such motion shall indicate the justification for appointing such a person. Mr. Kannan
Ramamirtham, Non- Executive & Independent Director of the Company was re-appointed for
second term of 5 years in the 31st Annual General Meeting of the Company held
on 21st September, 2019 up to the conclusion of 36th Annual General
Meeting of the Company to be held in calendar year 2024. He will attain the age of 75
years on 1st June, 2024 and therefore he cannot continue to act as director
from 2nd June, 2024 unless company obtains consent of the Members by a Special
Resolution.
Mr. Kannan Ramamirtham is a Post-graduate in Mathematics from Madras
University and has a Postgraduate Diploma in Management (PGDMS) from Mumbai University. He
is having rich experience of over 45 years in Investment Banking and as a Finance Adviser.
He is an asset to the Company and with his vast knowledge. Company has gained innumerable
advantages in various matters. Therefore, the Board of Directors in their meeting held on
August 12, 2023 has proposed his continuation of Directorship of the Company from 2nd
June, 2024 to the expiry of his term for the approval of Members.
Retiring by Rotation
In accordance with the provision of Section 152 of Companies Act, 2013
and in accordance with the Articles of Association of the Company Mr. Sanjay Maheshwari,
Whole- Time Director is retiring by rotation at the ensuing Annual General Meeting of the
Company. However he has expressed his unwillingness to be re-appointed as a Director of
the Company. Therefore, his directorship and wholetime directorship will come to end on
the conclusion of the ensuing Annual General Meeting. Necessary Resolution for not filling
the vacancy arising due to unwillingness of Mr. Sanjay Maheshwari for re-appointment as a
Director has been given in the Notice of ensuing Annual General Meeting of the Company for
approval of Members.
Due to the reason that Mr. Sanjay Maheshwari, WholeTime Director has
expressed his unwillingness to be reappointed as a Director of the Company, Mr. Prakash
Maheshwari (DIN 00249736), Whole- Time Director of the Company retires by rotation at the
ensuing Annual General Meeting of the Company In accordance with the provision of Section
152 of Companies Act, 2013 and in accordance with the Articles of Association of the
Company and, being eligible, has offered himself for re-appointment. The Board recommends
his re-appointment at the ensuing Annual General Meeting of the Company. Brief profile of
Mr. Prakash Maheshwari has been given in the Notice convening the Annual General Meeting.
Key Managerial Personnel
As on the date of this report, Mr. Ramvilas Maheshwari, Chairman &
Managing Director, Mr. Rajaram Maheshwari,
Executive Director, Mr. Sanjay Maheshwari & Mr. Prakash Maheshwari,
Whole-Time Directors, Mr. Gopal Somani, Chief Financial Officer and Mrs. Shubhangi Lohia,
Company Secretary & Compliance Officer of the Company are the Key Managerial Personnel
of the Company in accordance with the provisions of Section 2(51) read with Section 203 of
the Companies Act, 2013.
8. Declaration of Independence by Independent Director(s) &
adherence to the Company's Code of Conduct for Independent Directors.
All the Independent Directors have submitted their disclosures to the
Board that they fulfil all the requirements/ criteria as stipulated in Section 149(6) of
the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and they have registered their names in the
Independent Director's Databank.
Further, all the Independent Directors have affirmed that they have
adhered and complied with the Company's Code of Conduct for Independent Directors which is
framed in accordance with Schedule IV of the Act. In terms of requirements of the Listing
Regulations, the Board has identified core skills, expertise and competencies of the
Directors in the context of the Company's businesses for effective functioning, which are
detailed in the Corporate Governance Report.
As per the provision of Companies Act, 2013 the Independent Directors
are not liable to retire by rotation. The Independent Directors of your Company have given
the certificate of Independence to your Company stating that they meet the criteria of
independence as mentioned under Section 149(6) of the Companies Act, 2013 and Listing
Regulations.
In the opinion of the Board, the Independent Directors possess the
requisite integrity, experience, expertise, proficiency and qualifications.
9. Director's Responsibility Statement
Your Directors to the best of the knowledge and belief and according to
the information, explanations and representations obtained by them and after due enquiry,
make the following statements in terms of Section 134(3) (c) and 134(5) of the Companies
Act, 2013, that:
i) In the preparation of the annual accounts for the year ended March
31, 2023, the applicable accounting standards read with requirements set out under
Schedule III of the Companies Act, 2013, have been followed with proper explanation
relating to material departures, if any;
ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 20222023 and of the loss of the Company for the year under review;
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
iv) The Directors have prepared the annual accounts on a going concern
basis;
v) The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively;
vi) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
10. Meeting held during the year
During the year under review, five meetings of the Board of Directors
and five Audit Committee Meetings were convened and held. The details of which are given
in the Corporate Governance Report which forms part of this Annual Report. The intervening
gap between the Meetings was within the period prescribed under the Companies Act, 2013.
All the recommendations made by the Audit Committee were accepted by the Board.
Pursuant to the requirements of Schedule IV to the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a
separate Meeting of the Independent Directors of the Company was also held on February 13,
2023, without the presence of non-independent Directors and members of the management, to
review the performance of nonindependent Directors and the Board as a whole, the
performance of the Chairperson of the company, taking into account the views of Directors
and also to assess the quality, quantity and timeliness of flow of information between the
company management and the Board.
11. Committees of the Board
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
The details of the Committees along with their composition, number of
meetings and attendance at the meetings are provided in the Corporate Governance Report.
12. Statutory Auditors
M/s. Sarda & Pareek. LLP, Chartered Accountants (Firm Registration
No. 109262W/ W100673) were re-appointed as Statutory Auditors of the Company at the 34th
Annual General Meeting of the Company held on September 24, 2022, to hold office for a
term of five (5) years till the conclusion of the 39th Annual General Meeting
of the Company.
M/s. Sarda & Pareek, LLP has confirmed that they are not
disqualified from continuing as Statutory Auditors of the Company.
13. Auditors' Report
The Auditors' Report for the Financial Year ended March 31, 2023 on the
financial statements of the Company forms part of the Annual Report. The Auditors' Report
does not
contain any qualifications, reservations, adverse remarks, disclaimer
or matter of emphasis.
14. Internal Auditors
Pursuant to provisions of Section 138 of the Companies Act 2013 read
with Companies (Accounts) Rules, 2014 the company had appointed "M/s. Shambhu Gupta
& Co.," a firm of Chartered Accountants in practice as Internal Auditors of the
Company for the Financial Year 2022-2023.
15. Corporate Social Responsibility
The Corporate Social Responsibility Committee was formed pursuant to
Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, to formulate and recommend to the Board, a Corporate
Social Responsibility Policy indicating the activities to be undertaken by the Company as
specified in Schedule VII to the Act, to recommend the amount of expenditure to be
incurred on such activities and to monitor the Corporate Social Responsibility Policy of
the company from time to time.
During the year under review the CSR provisions were not applicable.
Company had incurred loss in the preceding 3 financial years viz. 2020-2021 to 2022-2023.
16. Annual Return
The Annual Return (draft Form No. MGT-7) of the Company as on March 31,
2023 is available on the Company's website and can be accessed at www.orientpressltd.com
in the path as follows:
Investor Info ^ News ^ Form MGT-7(F.Y. 2022-23)
Final Signed Form No. MGT-7 will also be made available after the
Annual General Meeting & within the time prescribed for filing the same with the
Registrar of Companies, Mumbai.
17. Secretarial Audit Report
Pursuant to provisions of Section 204 of the Companies Act, 2013 read
with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
Board of Directors of the Company had appointed M/s V. K. Mandawaria & Co., Company
Secretaries to undertake Secretarial Audit of the Company for the Financial Year 2022-23.
The Secretarial Audit Report is attached as "Annexure 1" and forms an integral
part of this report. The observations/ remarks made by the Secretarial Auditor in their
Report are self explanatory so no further explanation is required.
18. Annual Secretarial Compliance Report
A Secretarial Compliance Report for the Financial Year ended March 31,
2023 on compliance of applicable SEBI Regulations and circulars/ guidelines issued
thereunder were obtained from M/s V.K. Mandawaria & Co. Company Secretaries, and was
submitted to both the stock exchanges where shares of the Company are listed.
19. Management Discussion and Analysis Report
Management Discussion and Analysis Report for the financial year under
review, as stipulated under Regulation 34 read with Schedule V of the SEBI (LODR)
Regulations, 2015 is presented in a separate section forming part of this Report.
20. Corporate Governance
A detailed Report on Corporate Governance practices followed by your
Company, in terms of Regulation 34(3) of SEBI Listing Regulations, 2015 together with a
Certificate from the Auditors confirming compliance with the conditions of Corporate
Governance has been provided separately and forms an integral part of this Report.
21. Related Party Transactions
All Contracts/arrangements/transactions entered by the Company with
related parties were in ordinary course of business and at arm's length basis.
During the year under review the Company had not entered into any
contracts/ arrangements/transactions with related parties which qualify as material in
accordance with the policy of the Company on materiality of the related party
transactions.
All transactions with related parties were reviewed and approved by the
Audit Committee and are in accordance with the Policy on related party transactions
formulated by the Company.
There are no material significant related party transactions that may
have potential conflict with the interest of the Company at large.
Suitable disclosures as required by Indian Accounting Standard (IND AS)
- 24 have been given in the notes to the financial statements. The related party
transactions policy as approved by the Board has been uploaded on the company's website
www.orientpressltd.com.
Form AOC-2 pursuant to section 134(3)(h) of the Companies Act, 2013
read with rule 8 (2) of the Companies (Accounts) Rules, 2014 is set out in "Annexure
2" forming part of this report.
22. 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 Rule 8 of the Companies (Accounts) Rules,
2014 is given in "Annexure 3" forming part of this Report.
23. Particulars of Employees
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, none of the employee of the Company has drawn
remuneration in excess of the limit set out in the said rules during the year under
review. However, as required under these Rules a statement showing the names, remuneration
drawn by them and other particulars of top 10 employees which forms part of this Report is
not being sent with this Annual Report in terms of the proviso to Section 136(1) of the
Companies Act, 2013 but the same is available to any Member of the Company for inspection
on request. Disclosures relating to remuneration and other details as required under
Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in the "Annexure
4" to the Board's Report.
24. Segment Reporting
The Company operates in three reportable primary business segments,
i.e. Printing Segment, Flexible Packaging Segment & Paper Board Packaging Segment. The
segment wise performance has been given in Management Discussion and Analysis Report,
which forms an integral part of this Report.
25. Vigil Mechanism Policy/Whistle Blower Policy
Pursuant to the provisions of Section 177 (10) of the Companies Act,
2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has established a
vigil mechanism. The details of Vigil Mechanism are provided in the Corporate Governance
Report. The Vigil Mechanism / Whistle Blower Policy may be accessed on the Company's
website at www.orientpressltd.com.
26. Evaluation of the Board, its Committees and Individual Directors
The Nomination and Remuneration Policy of the Company empowers the
Nomination and Remuneration Committee to formulate a process for evaluating the
performance of Directors, Committees of the Board and the Board as a whole.
The process for evaluation of the performance of the Director(s)/ Board
/ Committees of the Board for the Financial Year 2022-2023 was initiated by sending out
questionnaires which were prepared by Nomination & Remuneration Committee for the
performance evaluation of the Directors, Committees, Chairman and the Board as a whole.
In terms of provisions of Companies Act, 2013 and Schedule II - Part D
of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board carried out the annual performance evaluation
of its own including the various Committees and individual Directors with a detailed
questionnaire covering various aspects of the Board's functioning like, composition of
Board and its Committees, Board culture, performance of specific duties and obligations.
Based on the feedback received from the Independent Directors and taking into account the
views of Executive Directors and the NonExecutive Directors, the Board evaluated its
performance on various parameters such as composition of Board and its committees,
experience and competencies, performance of duties and obligations, contribution at the
meetings and otherwise, independent judgment, governance issues, effectiveness of flow of
information.
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.
27. Familiarization Programme for Independent Directors
The Company has formulated a Familiarization Programme for Independent
Directors in terms of Regulation 25 (7) of the SEBI (Listing Obligation & Disclosures
Requirements) Regulations, 2015. with an aim to familiarize the Independent Directors on
their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company, etc. from time to time.
They are also informed of the important policies of the company
including the Code of Conduct for Board Members and Senior Management Personnel and the
Code of Conduct to regulate, monitor and report trading by insider etc. Further, at the
time of appointment of an Independent Director, the Company issues a formal letter of
appointment outlining his/her role, function, duties and responsibilities as a Director.
Detailed agenda are sent well in advance to all the Directors in order for the Board to
perform its function and fulfill its role effectively.
During the year under review, the Company has organized a
familiarization programme on February 13, 2023 on the Paper Bag Segment of the Company.
The details regarding Independent Directors Familiarization Programme
imparted during the FY-2022-23 are given under the "Policies & Programme" in
the "Investor Info" section on the website of the company i.e. www.
orientpressltd.com.
28. Obligation of Company under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has complied with provisions relating to the constitution
of Internal Complaints Committee under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and formed an Internal Complaint
Committee to which employees can write their complaints to the Committee. Also the Company
has sexual harassment norms in which it formalized a free and fair enquiry process with
clear timeline.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2022-2023:
No. of complaints received- Nil No. of complaints disposed off - Nil
29. Particulars of Loans, Guarantees or Investments
During the year under review, the Company has not given any loan or
guarantee or made any investment covered under the provisions of Section 186 of the
Companies Act, 2013. Details of Investments made in earlier years have been mentioned, in
the Note no.06 to the Balance Sheet of the Company for the financial year ended on March
31, 2023.
30. Particulars of Loans Accepted from Directors
The Particulars of Loans accepted by the Company from its Directors
during the Financial Year under report are given in Note no.51 of the Balance Sheet of the
Company for the financial year ended on March 31, 2023.
31. Risk Management
The Company has in place Risk Management policy which takes care of
risk identification, assessment and mitigation. There are no risks which in the opinion of
the Board threatens the existence of the Company. Risk factors and its mitigation are
covered extensively in the Management Discussion and Analysis Report forming part of the
Annual Report.
32. Fixed Deposits
Your Company has accepted fixed deposit from its Members as per the
provisions of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014 during the year under review. Your Company does not have any unpaid
or unclaimed public deposits at the end of the Financial Year March 31, 2023. The Company
has accepted Rs 166.00 Lakhs during the Financial Year ended March, 2023 and amortization
gain effect as per Ind As is ' 0.59 Lakhs and Outstanding fixed deposits as on March 31,
2023 is Rs 27.10 Lakhs (after adjustment of amortization gain effect as per Ind As which
is ' 0.59 Lakhs). The Company has been consistent in timely repayments of Fixed Deposits
and does not fail to repay the deposit or part thereof or any interest thereon.
33. 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
Company's operations in future.
34. Material changes and commitments that have occurred after the close
of the Financial Year till date of this report which affects the financial position of the
Company (Pursuant to Section 134(3)(I) of the Companies Act, 2013).
There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the Financial Year 2022-23
and the date of this report.
35. Transfer to Investor Education and Protection Fund
(A) Transfer of Unpaid Dividend
Pursuant to the provisions of Section 124(5) of the Companies Act,
2013, your Company had during the year under review, transferred Rs 63,729/- to Investor
Education and Protection Fund for unclaimed Dividend declared in the year 2014-15. This
amount was lying unclaimed/ unpaid with the Company for a period of 7 (Seven) years.
(B) Transfer of shares underlying Unpaid Dividend
The Company also transferred 2527 Equity Shares of the Company into the
DEMAT Account of the IEPF Authority in terms of the provisions of section 124(6) of the
Companies Act, 2013 and the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, as amended from time to time. These Equity Shares were the Shares of such
Shareholders whose unclaimed/unpaid dividend pertaining to Financial Year 2014-15 had been
transferred into IEPF and who have not encashed their dividends for 7(Seven) consecutive
financial years.
Concerned Shareholders may still claim the shares or apply for refund
of dividend to the IEPF Authority in Web Form No. IEPF-5 available on www.iepf.gov. im The
voting rights on shares transferred to the IEPF Authority shall remain frozen until the
rightful owner claims the shares. The shares held in such DEMAT account shall not be
transferred or dealt with in any manner whatsoever except for the purposes of transferring
the shares back to the claimant as and when he approaches the Authority.
All benefits except rights issue accruing on such shares e.g. bonus
shares, split, consolidation, fraction shares etc., shall also be credited to such DEMAT
account.
Any further dividend received on such shares shall be credited to the
IEPF Fund.
(C) Unpaid/ Unclaimed Dividend
In terms of the provisions of the Companies Act, 2013, dividends
remaining unpaid/ unclaimed for a period of seven years have to be statutorily required to
be transferred to the Investor Education and Protection Fund (IEPF) administered by the
Central Government.
Unclaimed Dividend in respect of the Financial Year 2015-2016 is due
for transfer to Investor Education and Protection Fund on October 28, 2023 in terms of
Section 124 of the Companies Act, 2013. Members who have not encashed their Dividends for
the financial year ended March 31,2015 or any subsequent year(s) are requested to lodge
their claims with the Company.
I n respect of Dividend for the Financial Year ended March 31, 2015, it
will not be possible to entertain claims which will be received by the Company after
October 20, 2023. Also Company will have to transfer the shares of those shareholders who
will not claim their dividend for Financial Year 2015-16 & subsequent years during the
period of consecutive seven years. Members are advised that in terms of the provisions of
Section 124(5) of the Companies Act, 2013, once unclaimed dividend & shares are
transferred to IEPF, no claim shall lie against the Company in respect thereof. However
members may apply for refund with the IEPF authority by making an application in the
prescribed Form along with fee.
36. Listing
The Equity Shares continue to be listed on the BSE Limited (BSE) and
the National Stock Exchange of India Limited (NSE). Both these Stock Exchanges have
nation-wide terminals and therefore, shareholders/Investors are not facing any difficulty
in trading in the shares of the Company from any part of the country. The Company has paid
annual listing fee up to the Financial Year 2023-24 to BSE & NSE.
37. Industrial Relations
During the year under review, your Company enjoyed cordial relationship
with workers and employees at all levels.
38. Nomination and Remuneration Policy
The policy of the Company on Directors appointment and remuneration,
including the criteria for determining qualification, positive attributes, independence of
a Director and other matters provided under Section 178(3) of the Companies Act, 2013,
adopted by the Board, is available on Company's website i.e. www.orientpressltd. com.The
details of composition, terms of reference of the Nomination and Remuneration committee,
number and dates of meeting held, attendance of the Directors and remuneration paid to
them are given separately in the attached Corporate Governance Report forming part of the
Boards' Report.
39. Cost Audit & Auditor
Maintenance of Cost records as specified by the Central Government
under sub-section (1) of Section 148 of the Companies Act, 2013 is applicable to the
Company and accordingly such accounts and records have been made and maintained by the
Company for the Financial Year ended March 31, 2023.
In conformity with the directives of the Central Government, the
Company had appointed M/s Bhanwarlal Gurjar & Co., CMA, Surat, (Membership No. 22597),
as the Cost Auditor u/s 148 of the Companies Act, 2013, for the audit of the Cost accounts
for the Financial year ended on March 31, 2023 at a remuneration of Rs 2,50,000/- plus GST
and reimbursement of actual expenses, if any. The remuneration is subject to ratification
by members in the forthcoming Annual General Meeting of the Company in terms of Section
148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2015.
40. Other Disclosures
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Meetings of the Board of Directors, its
Committees, General Meetings & Postal Ballot.
None of the Auditors of the Company have reported any fraud as
specified under the second proviso of Section 143(12) of the Companies Act, 2013
(including any statutory modification(s) or re-enactment for the time being in force).
41. Acknowledgements
Your Company and its Directors wish to extend their sincere thanks to
the Members of the Company, Bankers, Central Government , State Government, Local Bodies,
Customers, Suppliers, Executives, Staff and workers at all levels for their continuous
co-operation and assistance.
For and on behalf of the Board of Directors
| Place: Mumbai |
Ramvilas Maheshwari Chairman & Managing
Director |
| Date: 12.08.2023 |
DIN:00250378 |
