DIRECTOR'S REPORT Dear Members, Your Directors take pleasure in presenting the 21st Annual Report of your Company together with the Audited Balance Sheet as on 31st March, 2015 and the statement of Profit & Loss for the year ended on that date. DIVIDEND Your Directors intend to plough back available resources for financial requirements and express their inability to recommend any dividend for the financial year. RESERVES The Company has not transferred any amount from the statement of profit and loss to general reserve during the year under review. BUSINESS OPERATIONS The fiscal year 2015 was a period of relative stability. During the year under review, your Company achieved a profit of Rs. 1,644,390/- before tax as against Loss of (4,705,227)/- in the preceding financial year. DIRECTORS There is no change in the directorship of the Company during the current financial year. BOARD MEETINGS The Board met 9 (Nine) times during the financial year 2014-15. MANAGERIAL REMUNERATION Mr. Aushim Parsottam Khetarpal is the Managing Director, in the Whole Time employment of the Company and their salary, perquisites, and allowances per annum are as under :- BOARD COMMITTEES The Board has re-constituted all the three functioning committees in accordance with the provisions of Companies Act, 2013 and Listing Agreement namely Audit Committee, Share Holders/Investors, Grievance Committee and the Nomination and Remuneration Committee. The members of each committee are highly educated and well experienced. The Role of each committee is given in the Report of Corporate Governance. AUDITORS The Auditors of the Company, M/s. Miital Nirbhay & Co retire at the conclusion of the ensuing Annual General Meeting and being eligible have sought reappointment. The Auditors have confirmed that they satisfy the criteria provided under section 141 of the Companies Act, 2013 (The Act) and their appointment, if made, would be in compliance with the conditions prescribed under the Act. The Audit Committee and the Board of Directors recommended the appointment of M/s. Miital Nirbhay & Co, as an Auditor of the Company for a period of 1 year to hold office from the conclusion of the ensuing Annual General Meeting to the conclusion of the next Annual General Meeting of the Company, subject to ratification by the members at Annual General Meeting. AUDITORS' REPORT The Auditors report does not contain any reservation, qualification or adverse remark. APPOINTMENT OF COMPANY SECRETARY The Company has appointed Mr. Deepak Kumar, an Associate Member of the Institute of Company Secretaries of India, as Company Secretary of the Company pursuant to the provisions of Section 203 and other applicable provisions of the Companies Act, 2013. SECRETARIAL AUDITOR The secretarial audit of the Company has been conducted by M/s. Sudhaker & Co., Company secretaries and their report on the secretarial audit for the year under review is annexed hereto. SECRETARIAL AUDIT REPORT The Secretarial Audit Report does not contain any reservation, qualification or adverse remark, which is attached as ANNEXURE-I PUBLIC DEPOSITS The Company has not accepted any fixed deposits during the financial year under review. DETAILS REGARDING REMUNERATION TO THE EMPLOYEES In terms of rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.The name and other particulars of the employees, whose remuneration falls within the purview of the said rule, are required to be set out in the Annexure to the Directors Report. However during the year under review or any part thereof, The Company did not employ any person with remuneration falling within the purview as prescribed under the rule. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION Your Company is not engaged in any manufacturing or processing activity, as such particulars required to be given in terms of Section 134(3)(m) of the Companies Act, 2013 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption are not applicable. FOREIGN EXCHANGE EARNINGS AND OUTGO There has been no expenditure and/or earning in foreign exchange. NOTES ON TAXATION In the opinion of Directors, the provision for income tax is sufficient to meet Income Tax Demand, Shortfall, if any will be met, if necessary, out of reserves. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCOURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATES. There have been no material changes and commitments occurred between the period affecting the financial position of the Company. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANY The Company has no subsidiary, Associate Companies and joint venture Company. EXTRACT OF THE ANNUAL RETURN The details forming part of extract of Annual Return as on the financial year ended March 31, 2015, pursuant to section 92(3) of the Companies Act, 2013 in Form MGT-9 is attached as ANNEXURE-II LOAN AND INVESTMENT BY COMPANY The Company has neither given any loan to any persons or body corporate nor given any guarantee or provided security in connection with a loan to other body corporate or Persons. The Company has not made any investment in the purchase of shares of any associate Company during the year under review. RELATED PARTY TRANSACTIONS All the related party transactions that were entered into during the financial year were in the ordinary course of Company's business and on arm's length basis. There are no materially significant related party transactions made by the Company with the Promoters, Key Management Personnel or other designated persons which may have potential conflict with the interest of the Company at large. DETAILS IN RESPECT OF ADEQUACY OF INTERIAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT The Company has adequate internal financial control system commensurate with the size of the Company and the nature of its business with regards to purchase of Fixed Assets. The activities of the Company do not involve purchase of inventories and sale of goods and services. The Internal financial control system is periodically reviewed by the Directors who are highly educated and well experienced. SEGMENT The Company is engaged in the business of television channels, news, Films, music, serials and trading in fabrics which are governed by the same set of risks and returns and as such are in the same segment. SHARE CAPITAL (A)Issue of Equity shares with deferential rights : NIL (B) Issue of Sweat Equity shares : NIL (C )Issue of employees stock options : NIL (D) Provision of Money by Company for purchase of its own share by employees or trustee for the benefit o employees : NIL RISK MANAGEMENT POLICY At present, the Company has not identified any element of risk which may threaten the existence of the Company. CORPORATE SOCIAL RESPONSIBILITY The provisions of Section 135(1) of the Companies Act, 2013 are not applicable to the Company and therefore the Company has no corporate Social Responsibility Committee of the Board. ANNUAL EVALUTION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND UNDIVIDUAL DIRECTOR The Board of Directors have complied with the provisions of Sec. 134(3)(p) of the Companies Act, 2013 and clause 49 of the Listing Agreement regarding Annual Evaluation of performance of the Board, the Committees and the individual Directors. Such evaluation was made on the parameters such as the level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance of the Board, its committees and the individual Directors is satisfactory. CODE OF CONDUCT The chairman of the Board Meetings has given a declaration that all Directors and senior Management Personnel concerned affirmed compliance with the code of conduct with reference to the year ended March, 31 2015. Declaration is annexed with the Annual Report. CORPORATE GOVERNACE In compliance with the requirements of clause 49 of the Listing Agreement entered into with the Stock Exchange, a separate report on Corporate Governance along with Auditors Certificate confirming its compliance is annexed and form part of this report. DIRECTOR'S RESPONSIBILITY STATEMENT Pursuant to section 134 (3)(m) of the Companies Act, 2013, with respect to Directors Responsibility statement, it is hereby confirmed that :- (i) In the preparation of the Annual accounts, the applicable accounting standards have been followed alongwith 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 are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period. (iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of 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. ACKNOWLEDGEMENT Your Directors wish to place on record and acknowledge their appreciation for the continued support and co-operation received from Government agencies and the shareholders. Your Directors also record their appreciation for the total dedication of employees at all levels. For and on behalf of the Board of Directors Orient Tradelink Limited Aushim Parshottam Khetarpal DIN:00060319 Managing Director Anita Khetarpal DIN: 02909051 Director Date: 29/08/2015 Place: Ahmedabad |