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Oricon Enterprises Ltd.

BSE: 513121 Sector: Industrials
NSE: ORICONENT ISIN Code: INE730A01022
BSE LIVE 15:47 | 15 Dec 54.30 -0.15
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HIGH

56.00

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NSE 15:59 | 15 Dec 54.20 -0.20
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OPEN 55.00
PREVIOUS CLOSE 54.45
VOLUME 51233
52-Week high 72.40
52-Week low 48.25
P/E 68.73
Mkt Cap.(Rs cr) 853
Buy Price 0.00
Buy Qty 0.00
Sell Price 54.30
Sell Qty 450.00
OPEN 55.00
CLOSE 54.45
VOLUME 51233
52-Week high 72.40
52-Week low 48.25
P/E 68.73
Mkt Cap.(Rs cr) 853
Buy Price 0.00
Buy Qty 0.00
Sell Price 54.30
Sell Qty 450.00

Oricon Enterprises Ltd. (ORICONENT) - Auditors Report

Company auditors report

TO

THE MEMBERS OF

ORICON ENTERPRISES LIMITED

Report on the Financial Statements

We have audited the accompanying standalone financial statements of ORICON ENTERPRISESLIMITED ("the Company") which comprise the Balance Sheet as at March 31 2017the Statement of Profit and Loss the Cash Flow Statement for the year then ended and asummary of the significant accounting policies and other explanatory information(hereinafter referred to as "the standalone financial statements").

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparationand presentation of these standalone financial statements that give a true and fair viewof the financial position financial performance and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone financial statements that give a true andfair view and are free from material misstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act and other applicable authoritative pronouncements issued by theInstitute of Chartered Accountants of India. Those Standards and pronouncements requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone financial statements are free frommaterial misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone financial statements. The procedures selected depend onthe auditor's judgment including the assessment of the risks of material misstatement ofthe standalone financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the standalone financial statements that give a true and fair view inorder to design audit procedures that are appropriate in the circumstances. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the standalone financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at March 312017 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act we report that:

(a) we have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit;

(b) in our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

(c) the Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account;

(d) in our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014;

(e) on the basis of the written representations received from the directors as on March312017 taken on record by the

Board of Directors none of the directors is disqualified as on March 312017 frombeing appointed as a director in terms of Section 164 (2) of the Act;

(f) with respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B";

(g) with respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements - Refer Note 43 to the standalonefinancial statements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses - Refer Note 44 to the standalonefinancial statements;

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company - Refer Note 45 to thestandalone financial statements.

iv. The Company has provided requisite disclosures in its standalone financialstatements as to holdings as well as dealings in Specified bank Notes during the periodfrom November 8 2016 to December 30 2016. Based on audit procedure and relying onmanagement representation we report that the disclosure are in accordance with the booksof accounts maintained by the Company and as produced to us by the management - Refer Note42 to the standalone financial statements.

For Khandelwal Jain & Co

Chartered Accountants

Firm's Registration No. 105049W

(Narendra Jain)

Partner

Membership No. 048725

Place : Mumbai

Date : May 30 2017

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE FINANCIALSTATEMENTS OF ORICON ENTERPRISES LIMITED

The Annexure referred to in Independent Auditors' Report to the members of the Companyon the standalone financial statement for the year ended March 312017. We report that:

(i) a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

b) The Company has a programme of physical verification of its fixed assets by whichall fixed assets are verified in a phased manner. In our opinion this periodicity ofphysical verification is reasonable having regard to the size of the Company and thenature of its business. In accordance with the said programme certain fixed assets werephysically verified by the management and no material discrepancies were noticed on suchverification.

c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company except for Residential flats as disclosed undernote 10 having gross block value of Rs.473475/- and net block value of Rs.117119/- thetitle deeds of immovable properties are held in the name of the Company.

(ii) The management has conducted physical verification of the inventory at reasonableintervals except material in transit and stocks lying with third parties and in bondedwarehouse which are verified with reference to the certificates obtained and / orsubsequent clearance of goods. In our opinion the frequency of physical verification isreasonable. No material discrepancies were noticed on physical verification between thephysical stock and book records.

(iii) According to the information and explanations given to us the Company hasgranted unsecured loans to three companies covered in the register maintained underSection 189 of the Act.

a) The terms and conditions of the grant of such loans are in our opinion primafacie not prejudicial to the Company's interest.

b) The schedule of repayment of principal and payment of interest has been stipulatedand repayments or receipts of principal amounts and interest have been regular as perstipulations.

c) There is no overdue amount remaining outstanding as at the year-end.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of section 185 and 186 of the Act with respectto the loans and investments made.

(v) The Company has not accepted any deposits during the year from the public withinthe meaning of the provisions of Section

73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules madethereunder.

(vi) As informed to us by the management the Central Government has not prescribed themaintenance of cost records under sub-section (I) of section 148 of the Act for any ofthe goods manufactured by the Company.

(vii) a) According to the information and explanations given to us and the recordsexamined by us undisputed statutory dues including provident fund employee's stateinsurance income-tax sales tax duty of custom duty of excise value added tax cessand other material statutory dues have generally been regularly deposited during the yearby the Company with the appropriate authorities though there has been delay in few cases.According to the information and explanations given to us there were no undisputedstatutory dues which have remained outstanding as at March 31 2017 for the period of morethan six months from the date they became payable.

b) According to the information and explanations given to us and the records examinedby us dues in respect of sales- tax income-tax duty of customs service tax duty ofexcise which have not been deposited on account of disputes and the forum where thedispute is pending are as under:

Name of the Statute Nature of the Dues Period to which amount relates (Financial year) Amount (Rs.) Forum where dispute is Pending
Central Excise Act 1944 Excise Duty (Classification of goods) March 2001 to August 2001 6230637 Assistant Commissioner of Central Excise
Central Excise Act 1944 Excise Duty (Classification of goods) June 1996 to February 2001 75938 Central Excise & Service Tax Appellate Tribunal
Penalty 3080610
Central Excise Act 1944 Excise Duty (Classification of goods) July 1998 to February 2000 141503 Central Excise & Service Tax Appellate Tribunal
Penalty 1024509
Income Tax Act 1961 Income Tax April 2006 to March 2007 11578642 Income Tax Appellate Tribunal (Mumbai)
Income Tax Act 1961 Income Tax April 2007 to March 2008 3882093 Income Tax Appellate Tribunal (Mumbai)
Income Tax Act 1961 Income Tax April 2008 to March 2009 5602686 High Court Mumbai
Income Tax Act 1961 Income Tax April 2008 to March 2009 6585681 Commissioner of Income-Tax (Appeals)
Income Tax Act 1961 Income Tax April 2012 to March 2013 17304850 Commissioner of Income-Tax (Appeals)
Income Tax Act 1961 Income Tax April 2013 to March 2014 11187852 Commissioner of Income-Tax (Appeals)

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of dues to a financial institution or bank.

(ix) In our opinion the term loans raised during the year have been applied for thepurpose for which they were raised.

(x) Based upon the audit procedures performed and information and explanations given tous we report that no material fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid / provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V to the Companies Act.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Therefore the provisions of clause 3(xii) of Companies(Auditor's Report) Order 2016 are not applicable to the Company.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and section 188 of the Act where applicable and details ofsuch transactions have been disclosed in the standalone financial statements as requiredby the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Therefore the provisions of clause 3(xiv) of Companies (Auditor's Report)Order 2016 are not applicable to the Company.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with him. Therefore the provisions ofclause 3(xv) of Companies (Auditor's Report) Order 2016 are not applicable to theCompany.

(xvi) According to the information and explanations given to us the Company is notrequired to be registered under section 45-IA of the Reserve Bank of India Act 1934.

For Khandelwal Jain & Co

Chartered Accountants

Firm's Registration No. 105049W

(Narendra Jain)

Partner

Membership No. 048725

Place : Mumbai

Date : May 30 2017

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE FINANCIALSTATEMENTS OF ORICON ENTERPRISES LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of ORICONENTERPRISES LIMITED ("the Company") as of March 31 2017 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require we comply with ethical requirementsand plan and perform the audit to obtain reasonable assurance about whether adequateinternal financial controls over financial reporting was established and maintained and ifsuch controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the standalone financial statements whether due to fraud orerror.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of standalone financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of standalonefinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the standalonefinancial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 312017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For Khandelwal Jain & Co

Chartered Accountants

Firm's Registration No. 105049W

(Narendra Jain)

Partner

Membership No. 048725

Place : Mumbai

Date : May 30 2017