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Orient Electric Ltd.

BSE: 541301 | NSE: ORIENTELEC |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE142Z01019 | SECTOR: Consumer Goods - Electronic

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Annual Report

For Year :
2019 2018

Director’s Report

Dear Shareholder,

The Directors take pleasure in presenting the 1st Annual Report on the business and operations of the Company (posted merger approval), along with the Audited Financial Statements for the Financial Year ended March 31, 2018.

SUMMARY OF FINANCIAL PERFORMANCE

The financial performance of the Company for the Financial Year ended March 31, 2018 is summarized below:

(Rs. In Lacs)

Particulars

2017-18

2016-17*

Gross Sales

1,62,558

23,166

Total Revenue (net of excise)

1,59,977

21,228

Earnings before Interest, Depreciation, Amortisation & Taxation

14,204

2,467

Interest/Finance costs

2,447

272

Profit/(Loss) before Depreciation and Taxation

11,757

2,195

Depreciation

1,975

175

Net Profit/(Loss) before Taxation

9,782

2,020

Taxation

3,380

837

Net Profit/(Loss)

6,402

1,183

Other Comprehensive Income not to be reclassified to Profit & Loss in

(97)

4

subsequent Period (Net of Tax)

Total Comprehensive Income for the year

6,305

1,187

Profit brought forward from last year

1,187

-

Profit available for appropriations

7,492

1,187

Appropriations

Transfer to General Reserve

1,500

-

Interim Dividend on Equity shares

1,061

-

Corporate Dividend Tax

216

-

Balance carried to Balance Sheet

4,715

1,187

EPS

3.02

0.56

*For 2016-17 the financial figures represent business operations for one-month since the Scheme of Arrangement became effective from the appointed date of March 01, 2017.

DEMERGER OF CONSUMER ELECTRIC BUSINESS: SCHEME OF ARRANGEMENT

The Scheme of Arrangement (‘Scheme’) between Orient Paper & Industries Limited (‘OPIL’) and Orient Electric Limited (‘the Company’) and their respective shareholders and creditors, was approved by the National Company Law Tribunal, Kolkata Bench (‘NCLT’) vide its orders dated November 09, 2017. The Scheme became effective from December 08, 2017 upon filing of the certified copy of the order of NCLT, approving the Scheme, with the Registrar of Companies. Pursuant to the Scheme, the Consumer Electric Business of OPIL stood transferred and vested in the Company with effect from the appointed date i.e. March 01, 2017. OPIL was engaged in 2 (two) distinct lines of business namely:

a. manufacture and distribution of paper and paper products such as writing paper, printing paper and tissue paper - (collectively referred to as the ‘Paper Business’); and

b. manufacture and distribution of consumer electric products such as fans, lighting products, home appliances and switchgears (collectively referred to as the ‘Consumer Electric Business’).

Nature of risk and competition involved in each of the Paper Business and Consumer Electric Business is distinct, necessitating different management approaches and focus. Moreover, the competitive dynamics of these businesses are also different. The Scheme had resulted in a dedicated management focus for accelerating growth of the Consumer Electric Business, which would ultimately result in unlocking significant value for the Shareholders of the Company. Consequent upon the Scheme becoming effective, the Company ceases to be a division of OPIL.

OPERATIONAL AND FINANCIAL PERFORMANCE

The Company achieved a gross turnover of RS.1,62,558 lacs during the Financial Year ended March 31, 2018. Despite the challenging start of the year impacted by roll-out of GST, the business was able to achieve a double-digit growth, like-to-like. This was made possible due to the stronghold of the Company in the market and its ability to react to the changing market trends. EBITDA margins stood at 8.74% of Net Sales and Profit After Tax during the Financial Year amounted to RS.6,403 lacs. The growth achieved in bottom line, despite rising input costs and market challenges, is a result of focused cost reduction across categories. The Company’s consistent efforts to generate value for our shareholders are resulting in success. This year the Company generated EPS of RS.3.02. Financials of the Company for the year ended March 31, 2018 have been prepared after giving effect of the Scheme from the appointed date of March 01, 2017.

INDIAN ACCOUNTING STANDARD

Ministry of Corporate Affairs (‘MCA’) had, vide notification dated February 16, 2015, notified the Indian Accounting Standards (‘Ind AS’) to be applicable to certain class of companies including listed companies, for the accounting periods beginning on or after April 1, 2017, with comparatives to be provided for the period ending on March 31, 2017. The Financials for the Financial Year ended March 31, 2018, forming part of this Annual Report, have been prepared in accordance with Ind AS. Explanations capturing areas of differences and reconciliations from Indian GAAP to Ind AS have been provided in the ‘Notes to accounts’ to the Financial Statements.

SHARE CAPITAL

Upon the Scheme becoming effective from the appointed date of March 01, 2017, the Issued, Subscribed and Paid-Up Share Capital of the Company consisting of 5,00,000 Equity Shares of RS.1 each aggregating to RS.500,000 held by the holding company, OPIL was cancelled. The Authorised Share Capital of the Company increased to 25,00,00,000 Equity Shares of RS.1 each aggregating to RS.25,00,00,000. Pursuant to the Scheme, the Company, on January 19, 2018, allotted 21,21,85,502 Equity Shares to the shareholders of OPIL in the ratio of 1:1 i.e. one Equity Share of RS.1 each of the Company for each equity share of RS.1 each held in OPIL as on the record date of January 12, 2018.

LISTING OF SHARES

The Company, on January 29, 2018, has applied to BSE Limited and National Stock Exchange of India Limited (together referred as ‘Stock Exchanges’) for the listing of 21,21,85,502 Equity Shares of the Company, issued and allotted in terms of the Scheme. BSE Limited vide its letter dated March 28, 2018 and National Stock Exchange of India Limited, vide its letter dated April 18, 2018 granted in-principle approvals for the listing of aforesaid Equity Shares subject to relaxation by the Securities and Exchange Board of India under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957. Upon receipt of such relaxation, the Company has initiated necessary actions required for obtaining listing and trading approvals from the Stock Exchanges for its equity shares.

Though, all the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) are not applicable on the Company as on the date of Balance Sheet and on the date of this Report, however the Company has voluntarily complied with the provisions of the Listing Regulations, wherever applicable.

DIVIDEND

The Board of Directors had, at their meeting held on February 12, 2018, declared 1st interim dividend, for the Financial Year 2017-18, of RS.0.50 per equity share. The 1st interim dividend was paid to the shareholders of the Company as on the Record Date of February 19, 2018. Further, the Board of Directors at their meeting held on April 27, 2018 recommended a final dividend of RS.0.50 per equity share for the Financial Year ended March 31, 2018, subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) to be held on July 16, 2018, thus bringing total dividend for the Financial Year 2017-18 to RS.1/- per share (i.e. 100%).

The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, July 12, 2018 to Monday, July 16, 2018, both days inclusive, for determining the entitlement of the shareholders to the final dividend for the Financial Year ended March 31, 2018 and for annual book closure.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

During the year under review the existing Directors of the Company, Mr. Manohar Lal Pachisia, Mr. Pradeep Kumar Sonthalia and Mr. Pramod Chandra Agarwala resigned as the Directors of the Company effective from January 23, 2018 and the Board of the Company was reconstituted as per the requirements of Listing Regulations and the Companies Act, 2013 (‘Act’). The Board Members places on record their deep appreciation for the services rendered by Mr. Manohar Lal Pachisia, Mr. Pradeep Kumar Sonthalia and Mr. Pramod Chandra Agarwala. Details of the new Directors, appointed after the reconstitution of the Board of the Company are as follows:

1. Mr. Chandra Kant Birla was appointed as an Additional Director (Non-Executive) and Chairman of the Board of Directors of the Company w.e.f. January 19, 2018. As an Additional Director, Mr. Chandra Kant Birla would hold the office of Director upto the date of the ensuing 2nd AGM. The Company has received a notice in writing from a Member of the Company in accordance with the provisions of Section 160 of the Act, proposing the candidature of Mr. Chandra Kant Birla for the office of Director, liable to retire by rotation.

The Board of Directors recommends the appointment of Mr. Chandra Kant Birla as a Non-Executive Director, liable to retire by rotation, at the ensuing 2nd AGM of the Company.

2. Mr. Rakesh Khanna was appointed as an Additional Director (Executive) and Managing Director by the Board of Directors of the Company w.e.f. January 23, 2018. As an Additional Director, Mr. Rakesh Khanna would hold the office of Director upto the date of the ensuing 2nd AGM. The Company has received a notice in writing from a Member of the Company in accordance with the provisions of Section 160 of the Act, proposing the candidature of Mr. Rakesh Khanna for the office of Director, not liable to retire by rotation.

The Board of Directors recommends the appointment of Mr. Rakesh Khanna as an Executive Director and Managing Director, not liable to retire by rotation, at the ensuing 2nd AGM of the Company.

3. Mr. Desh Deepak Khetrapal was appointed as an Additional Director (Non-Executive) by the Board of Directors of the Company w.e.f. January 19, 2018. As an Additional Director, Mr. Desh Deepak Khetrapal would hold the office of Director upto the date of the ensuing 2nd AGM. The Company has received a notice in writing from a Member of the Company in accordance with the provisions of Section 160 of the Act, proposing the candidature of Mr. Desh Deepak Khetrapal for the office of Director, liable to retire by rotation.

The Board of Directors recommends the appointment of Mr. Desh Deepak Khetrapal as a Non-Executive Director, liable to retire by rotation, at the ensuing 2nd AGM of the Company.

4. Mr. TCA Ranganathan, Mr. K Pradeep Chandra and Ms. Alka Marezban Bharucha were appointed as Additional Directors, in the independent capacity, by the Board of Directors of the Company w.e.f. January 19, 2018, for a period of five years. As Additional Directors, Mr. TCA Ranganathan, Mr. K Pradeep Chandra and Ms. Alka Marezban Bharucha, would hold the office of Directors upto the date of the ensuing 2nd AGM. The Company has received separate notices in writing from the Members of the Company in accordance with the provisions of Section 160 of the Act, proposing the candidature of Mr. TCA Ranganathan, Mr. K Pradeep Chandra and Ms. Alka Marezban Bharucha for the office of Directors, not liable to retire by rotation.

The Board of Directors recommends the appointment of Mr. TCA Ranganathan, Mr. K Pradeep Chandra and Ms. Alka Marezban Bharucha as Independent Directors at the ensuing 2nd AGM of the Company.

The brief profiles along with other required details of the Directors being recommended for appointment, at the ensuing AGM, as per the provisions of the Act and Rules made thereunder, Secretarial Standard issued by the Institute of Company Secretaries of India and Listing Regulations, are provided in the Notice to the AGM.

Declaration by Independent Directors

All Independent Directors of the Company have declared and confirmed that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(b) of the Listing Regulations.

Key Managerial Personnel:

1. The Board of Directors after considering the expertise and experience of Mr. Rakesh Khanna, appointed him as the Managing Director and CEO of the Company, w.e.f. January 23, 2018, for a period of four years. Appointment and remuneration of Mr. Rakesh Khanna, as Managing Director, is subject to the approval of the shareholders at the ensuing 2nd AGM of the Company.

2. The Board of Directors also appointed Mr. Manoj Kumar Dugar as the Chief Financial Officer of the Company w.e.f. January 23, 2018 and Mr. Hitesh Kumar Jain as the Company Secretary of the Company w.e.f. December 19, 2017. Mr. Manoj Kumar Dugar has resigned from the position of Chief Financial Officer as well as from the employment of the Company, effective from the close of business hours on April 24, 2018.

3. The Board of Directors has appointed Mr. Saibal Sengupta as the Chief Financial Officer of the Company w.e.f. April 27, 2018, who shall be a Key Managerial Personnel of the Company pursuant to Section 204 of the Act. Mr. Saibal Sengupta is a Member of the Institute of Chartered Accountants of India with rich work experience spread over 29 years.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & INDIVIDUAL DIRECTORS

The Company, under the Director’s Performance Evaluation Policy, has laid down the process and mechanism for evaluating the performance of the Board, Committees thereof, individual Directors and Chairman of the Board. As per the requirements of the Act and the Listing Regulations, annual performance evaluation of Board, Independent Directors, Non-Executive Director, Executive Director, Committees and Chairman of the Board is required to be carried out during a calendar year. Such evaluation will be carried out as per Director’s Performance Evaluation Policy during the calendar year 2018.

BOARD OF DIRECTORS AND ITS COMMITTEES

The Company has an optimum mix of Executive, Non-Executive and Independent Directors, including one Woman Independent Director. The Board has constituted four committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee and CSR Committee. Details of the composition of the Board and its Committees, terms and roles of the Committees, and meetings held during the year are provided in Corporate Governance Report forming part of the Annual Report.

RECOMMENDATIONS OF AUDIT COMMITTEE

Audit Committee of the Company was constituted on January 23, 2018. During the year, one meeting of Audit Committee was held. All the recommendations of Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION POLICY

The Company endeavors to have an appropriate mix of Executive, Non-Executive and Independent Directors, so as to have independence on the Board and separate its function of governance from that of management. The Board has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management which is annexed as Annexure 1 to this Report. This policy outlines the framework to ensure that the Company’s remuneration levels are aligned with industry practices and are sufficient to attract and retain competent Directors on the Board, Key Management Personnel and the Senior Management Personnel of the quality required, while allowing fair rewards for the achievement of key deliverables and enhanced performance.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

During the year under review, except as stated in this report, there is no change in the nature of business operations of the Company.

STATUTORY AUDITOR AND AUDIT REPORT

At the 1st AGM held in the year 2017, shareholders appointed M/s S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 301003E/ E300005) as the Statutory Auditors of the Company to hold office from the conclusion of the 1st AGM till the conclusion of 6th AGM of the Company to be held in the calendar year 2022, subject to ratification of their appointment at every AGM. The Company has received a letter from the auditors confirming that they are eligible for being appointed as statutory auditors of the Company under the provisions of Section 139 of the Act and meet the criteria for appointment specified in Section 141 of the Act.

Based on the recommendation of the Audit Committee and as per the provisions of Section 139(1) of the Act, the Board of Directors of your Company proposes to ratify the appointment of M/s S. R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 301003E/ E300005) as the Statutory Auditors of the Company to hold office from the conclusion of the 2nd AGM till the conclusion of the 3rd AGM.

Auditors’ Report on the financials of the Company for the Financial Year 2017-18 is self-explanatory and therefore, does not require further comments and explanation. There is no reservation or qualification in the Auditor’s Report.

During the year under review, the Statutory Auditors have not reported any matter under Section 143(12) of the Act, and therefore no details are required to be disclosed under Section 134 (3) (ca) of the Act.

COST AUDITOR

Consequent upon the transfer of Consumer Electric Business to the new entity, Orient Electric Limited, as referred above, the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, relating to maintaining Cost Accounting Records and their audit by a Cost Auditor became applicable on the Company w.e.f. December 08, 2017. Accordingly, the Board of Directors has appointed Mr. Somnath Mukherjee, Cost Accountant in Practice (M.NO.-F5343), as Cost Auditor of the Company for conducting audit of the cost records of the Company for the Financial Years 2017-18 and 2018-19 at a fee of H60,000/- (Rupees sixty thousand only) per Financial Year plus out of pocket expenses and taxes, subject to the ratification of the said fees by the shareholders at the ensuing AGM.

The Company has received letters from Mr. Somnath Mukherjee, Cost Accountant for respective Financial Years to the effect that his appointment / re-appointment would be within the limits prescribed under Section 141(3)(g) of the Act and that he is not disqualified for such appointment / reappointment within the meaning of Section 141 of the Act.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s A. K. Labh & Co., Practicing Company Secretaries, (C.P No. 3238) carried out the Secretarial Audit of the Company during the Financial Year 2017-18. The Secretarial Audit Report for the Financial Year 2017-18, prepared by them, is annexed to this Report as Annexure 2.

The Secretarial Auditor has not expressed any qualification or reservation in its report and the report is self-explanatory.

Secretarial Auditor has also not reported any matter under Section 143(12) of the Act and therefore no details are required to be disclosed under Section 134 (3) (ca) of the Act.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the Financial Year under review, your Company has not given any loan or guarantee, made investments and provided securities which are covered under the provisions of Section 186 of the Act.

DEPOSITS

During the year under review, your Company has not accepted any deposits under Chapter V of the Act and hence no amount of principal and interest thereof was outstanding.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the Financial Year 2017-18 were on arm’s length basis and in the ordinary course of business. The related party transactions are reviewed and approved by the Audit Committee, the Board and shareholders, wherever such approval is required as per the provisions of Section 188 of the Act, rules made thereunder, Regulation 23 of the Listing Regulations and applicable Accounting Standards. The Company has not, during the year, entered into any material related party transaction with promoters, directors and key managerial personnel, that may have a potential conflict with that of the Company at large.

For details on related party transactions, Members may refer to the notes to the Financial Statement. The Policy on related party transactions, as approved by the Board, is available on the Company’s website and can be accessed through the web link: https://www.orientelectric.com/investores/ RelatedPartyPolicy.pdf.

Particulars of contract or arrangements with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2, is annexed as Annexure 3, to this Report.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a “Whistle Blower Policy” (‘Policy’), through which stakeholders are provided a platform to raise concerns, in line with the Companies commitments to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communications. Whistle Blower can report to the Chairman of the Audit Committee and Company Secretary, on a confidential basis, any practices or actions believed to be inappropriate or illegal. It is affirmed that no person has been denied access to the Audit Committee. The Policy provides complete confidentiality and safeguard of the Whistle Blower who raises the whistle against such improper conduct.

The Whistle Blower Policy is available on the website of the Company and on the intranet site of the Company and can be accessed through the web link: https://www. orientelectric.com/investores/WhistleBlowerPolicy.pdf.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Company has a Policy for prevention of Sexual Harassment of Women in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaint Committees have been constituted at all the locations of the Company in India to redress the complaints, if any, received. The details of the complainant are kept confidential. During the year under review, no complaint was received from any employee of the Company involving sexual harassment and thus, no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

RISK MANAGEMENT

The Company has implemented an elaborated Risk Management framework, which helps in identifying the risks and proper mitigation thereof. The Company has adopted a Risk Management Policy, approved by the Board, which assists the Board in overseeing and approving the Company’s enterprise wide risk management framework and ensuring that the proper mitigation plan is in place for mitigating the risks faced by the Company. There are no risks identified by the Board which may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Board is responsible to ensure that a robust system of Internal Financial Controls has been laid down and those controls are adequate and working effectively. Your Company has implemented a framework of Internal Financials Controls commensurate with the nature, size and complexity of its business operations. These internal controls provide reasonable assurances that financial information recorded and provided, are reliable, within the parameters of applicable laws; assets of the Company are safeguarded against misappropriation or unauthorised use; financial transactions are executed with proper authorisations and as per Standard Operating Procedures and there is proper segregation of duties. These controls are reviewed and tested periodically. If any weakness is found in any of the controls, additional measures are put in place to make such controls fit and effective.

The Company has an Internal Audit department, which reports to the Audit Committee. An independent and external firm of Internal Auditors has also been appointed to review, test and report on the functionality, adequacy and effectiveness of Internal Control System established by the Company.

Based on information provided, nothing has come to the attention of Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm the following:

a. In the preparation of the Annual Accounts for the Financial Year ended March 31, 2018, the applicable Accounting Standards have been followed along with proper explanation relating to 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 at the end of the Financial Year and of the profit and loss of the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared these Annual Accounts 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 were operating effectively; and

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

MATERIAL DEVELOPMENT AFTER THE END OF THE YEAR

After the end of the Financial Year under review and till the date of this report, no material development, affecting the financial positions of the Company, has happened.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the respective Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings, General Meetings and Dividend.

CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Act, your Board has constituted a Corporate Social Responsibility (CSR) Committee on January 23, 2018. Composition, role and terms of reference of the CSR Committee has been provided in the Corporate Governance Report annexed to the Annual Report. Prime responsibility of the CSR committee is to assist the Board in discharging its corporate social responsibility towards the society. The Company has adopted and implemented a CSR Policy which is available on the website of the Company and can be accessed at https://www.orientelectric.com/ investores/CorporateSocialResponsibilityPolicy.PDF. The CSR Policy covers the activities prescribed in Schedule VII to the Act.

Pursuant to Section 134(3)(o) of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014, a Corporate Social Responsibility Report is annexed to this report as Annexure 4.

PARTICULARS OF DIRECTORS AND EMPLOYEES

Pursuant to Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details / informations related to the remuneration of Directors and Key Managerial Personnel are set out in Annexure 5 to this Report.

ANNUAL RETURN

As per the requirements of Section 134(3)(a) read with Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT-9 is annexed to this Report as Annexure 6.

CORPORATE GOVERNANCE

Your Company believes in adopting best practices of corporate governance and adheres to the standards set out by the Securities and Exchange Board of India. Corporate governance is about maximizing shareholder’s value legally, ethically and sustainably. Your Board exercises its fiduciary responsibilities in the widest sense of the term. The Board endeavor to enhance long-term value of shareholders and respect minority rights in all business decisions.

A detailed report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of the Annual Report.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations, is presented in a separate section forming part of the Annual Report.

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

a) Conservation of Energy

The Company understands the importance of conservation of energy and has taken several measures to reduce the energy consumption across all its plants and offices.

b) Technology Absorption

Technology is ever changing. The Company is conscious of implementing new technology in its production units. The Company has an established Research & Development centre approved by the Department of Scientific & Industrial Reaserch. This centre enables differentiated product developments based on consumer insights and innovates on new and improved technologies which results in superior quality, increased capacity utilisation and cost reduction.

c) Foreign Exchange Earnings & Outgo

During the year under review, the Company earned foreign exchange of RS.11,299 lacs and foreign exchange outgo was RS.9,590 lacs.

Particulars required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption is enclosed as Annexure 7 to this Report.

SUBSIDIARIES AND JOINT VENTURE COMPANIES

During the Financial Year 2017-18, the Company had no subsidiary or joint venture company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATORS OR COURT

During the year under review, no significant material order was passed by any Regulator or Court that would impact the going concern status or future business operations of the Company.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the customers, suppliers, business partners / associates, shareholders, bankers and Central & State Governments for their consistent support and encouragement to the Company. Your Directors place on record sincere appreciation for the contribution made by the employees at all levels. The Company’s consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Directors

For Orient Electric Limited

New Delhi Chandra Kant Birla

April 27, 2018 Chairman

Director’s Report