Oricon Enterprises Limited
Your Directors have pleasure in presenting the FORTY EIGHTH ANNUAL REPORT of theCompany together with the Audited Financial Statement(s) of the Company for the year endedMarch 31 2018.
1. Financial Results:
| || || || ||Rupees In Lacs |
|Particulars ||Standalone Result ||Consolidated Result |
| ||2017-18 ||2016-17* ||2017-18 ||2016-17* |
|Gross Profit ||2075.51 ||1122.80 ||12621.60 ||15965.45 |
|Deduction there from: || || || || |
|Finance Cost ||182.62 ||477.74 ||1814.98 ||2235.91 |
|Depreciation ||86.18 ||75.71 ||7184.86 ||6646.82 |
|Profit before prior period adjustment ||1806.71 ||569.35 ||3621.76 ||7082.72 |
|Prior Period adjustment ||- ||- ||- ||- |
|Profit before taxation and exceptional items ||1806.71 ||569.35 ||3621.76 ||7082.72 |
|Exceptional Item ||- ||645.95 ||(404.69) ||645.95 |
|Share of Profit of Joint Ventures ||- ||- ||(2.94) ||(61.76) |
|Profit before tax ||1806.71 ||1215.30 ||3214.13 ||7666.91 |
|Less: Provision for Taxation || || || || |
|Current Tax ||292.00 ||459.97 ||1166.95 ||2308.35 |
|Provision for Deferred Tax ||(26.71) ||(130.15) ||(175.53) ||396.54 |
|Income Tax for earlier years ||6.79 ||3.45 ||(13.09) ||(2.09) |
|MAT Credit entitlement ||(10.50) ||(55.00) ||(10.50) ||(151.45) |
|Profit after tax ||1545.13 ||937.03 ||2246.30 ||5115.56 |
|Less: Minority Interest ||- ||- ||- ||- |
|Net Profit from continuing operation ||1545.13 ||937.03 ||2246.30 ||5115.56 |
|Profit/(Loss) from discontinuing operation ||- ||(130.21) ||- ||(130.21) |
|Net Profit ||1545.13 ||806.82 ||2246.30 ||4985.35 |
|Retained Earnings: || || || || |
|Opening Balance ||2012.55 ||1206.90 ||15706.05 ||12839.83 |
|Add: || || || || |
|Profit for the year ||1545.13 ||806.82 ||1787.38 ||3765.54 |
|Other Comprehensive Income ||(0.30) ||(1.17) ||19.24 ||(55.95) |
|Investment Allowance Reserve ||- ||- ||- ||(476.00) |
|Transfer to Capital redemption reserve. ||- ||- ||- ||(26.39) |
|Transactions with owners in capacity as owners || || || || |
|Dividend Paid ||(722.42) ||- ||(722.42) ||- |
|Tax on Dividend Paid ||- ||- ||(147.08) ||- |
|Tax on distributed income on buy back (us 115QA) ||- ||- ||- ||(340.98) |
|Retained earnings to be carry forward. ||2834.96 ||2012.55 ||16643.18 ||15706.05 |
*Figures for the year 2016-17 have been restated on account of adoption of Ind-AS.
2. Financial Performance
Sales and Other Income for the year ended March 31 2018 amounted to Rs. 80.44 croresas against Rs. 60.44 crores in the previous Financial Year. Net Profit for the year underreview was Rs. 15.45 Crores as against Rs. 8.06 crores in the previous FinancialYear.
The consolidated revenue for the year ended March 31 2018 was Rs. 1077.09 crores asagainst Rs. 1254.07 crores in the previous Financial Year. Net Profit for the year underreview was Rs. 22.46 crores as against Rs. 49.85 crores in the previous FinancialYear.
Your Directors are pleased to recommend a dividend @ 25% i.e. Rs. 0.50/- per equityshare for the Financial Year 2017-18 which if approved at the forthcoming Annual GeneralMeeting will be paid to (i) the Members holding shares in physical mode and whose namesappear on the Register of Members as on September 29 2018 (ii) the Members holding sharesin electronic form and who are beneficial owners of the shares as on the close of workinghours of September 19 2018 as per the details furnished by the Depository(ies). Thetotal outgo shall be Rs. 785.24 Lakhs excluding Dividend Distribution Tax.
4. Setting up of manufacturing plant in Odisha
As have been informed to the members earlier the Company is setting up a manufacturingunit at Khurda in the State of Odisha with an expected investment of Rs. 100.00 Crores intwo phases for manufacturing preforms. The Board of Directors is pleased to inform youthat the Company has obtained necessary statutory approvals for the plant and civil workat the site is in progress. Commercial run of the project is expected to start in themonth of December 2018/January 2019.
a) Amalgamation of Oricon Properties Private Limited with Oricon Enterprises Limited
National Company Law Tribunal Mumbai Bench (NCLT) vide its order dated October 182017 has approved the Scheme of Amalgamation of Oricon Properties Private Limited awholly owned subsidiary with your Company.
b) Amalgamation of Oriental Containers Limited and Shinrai Auto Services Limited withOricon Enterprises Limited
National Company Law Tribunal Mumbai Bench (NCLT) on June 22 2018 allowed and videits order pronounced on July 30 2018 has approved the Scheme of Amalgamation of OrientalContainers Limited and Shinrai Auto Services Limited the wholly owned subsidiaries withyour Company.
6. Subsidiary Companies and Joint Venture
During the year under review following were the Subsidiary Companies and Joint VentureCompany of the Company:
a) Oriental Containers Limited (100%)-Subsidiary Company
b) Shinrai Auto Services Ltd (100%) -Subsidiary Company
c) United Shippers Limited (64.29%) -Subsidiary Company
d) Claridge Energy LLP (50%) -Joint Venture Company
Further Oricon Properties Pvt Ltd ceased to be the wholly owned subsidiary of theCompany on account of its amalgamation with the Company.
A separate statement containing the salient features of financial statements of all thesubsidiaries of your Company forms part of Annual Report in the prescribed Form AOC-1 as AnnexureI in compliance with Section 129 and other applicable provisions if any of theCompanies Act 2013.
The Financial Statements of the subsidiary companies and related information areavailable for inspection by the Members at the Registered Office of the Company during thebusiness hours on all days except Saturdays Sundays and public holidays up to the date ofthe Annual General Meeting (AGM) as required under Section 136 of the Companies Act 2013.Further in line with the SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 and in accordance with IND AS 110 Consolidated FinancialStatement prepared by the Company includes financial information of its subsidiaries.
The Company will provide a copy of Annual Report and other documents of its subsidiarycompanies on the request made by any Member investor of the Company/ SubsidiaryCompanies. The Financial Statements of the Subsidiary Companies have been kept forinspection by any member at the Registered Office of the Company. The statements are alsoavailable on the website of the Company www.oriconenterprises.com
7. Transfer of Unpaid/ Unclaimed Dividend and Shares thereof to IEPF
During the year under review Company has transferred a sum of Rs. 222353/- to theInvestor Education and Protection Fund established by the Central Government incompliance with the provisions of Section 125 of the Companies Act 2013. The said amountrepresents dividends which were declared by the Company in the financial year 2009-10 andwere lying unpaid/unclaimed with the Company for a period of seven years from the date oftheir transfer into unpaid dividend account.
The detailed list of members whose unpaid/unclaimed dividend has been transferred toIEPF is uploaded on the website of the Company athttp://www.oriconenterprises.com/pdf/Dividend-transferred-to-IEPF-2009-10.pdf
Further pursuant to provisions of Section 125 of the Companies Act 2013 the Companyhas also transferred shares to IEPF on which dividend has not been claimed for the lastseven years i.e. dividend declared by the Company for the financial year 2008-09 and2009-10.
The detailed list of members whose shares has been transferred to IEPF is uploaded onthe website of the Company at
(i) http://www.oriconenterprises.com/pdf/Transfer%20of%20 Shares%20to%20IEPF.pdf
8. Directors and Key Managerial Personnel
In accordance with the requirements of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Susheel Somani and Mr. B.K Toshniwal Directors of theCompany retire by rotation at the forthcoming Annual General Meeting and being eligibleoffer themselves for re-appointment as Director liable to retire by rotation.
Further as Scheme of Amalgamation of Oriental Containers Limited and Shinrai AutoServices Limited wholly owned subsidiaries of the Company with the Company is approved byNational Company Law Tribunal Mumbai Bench the Board of the Company has beenrestructured in the Board Meeting held on August 14 2018 as detailed herein below:
A) The following Directors have resigned from the Board
w.e.f. August 14 2018:
1. Mr. S.J. Parekh (DIN:00010767);
2. Mr. Surendra Somani (DIN:00600860);
3. Mr. S.J. Taparia (DIN:00112513);
4. Mr. V.N. Khanna (DIN:00064502) and
5. Mr. Sanjay Dosi (DIN:00039107)
B) Following persons have been appointed as Director(s) of the Company:
|1. Mr. Varun Somani as Non-Independent (DIN:00015384); ||Director |
|2. Mrs. Mamta Biyani as an Independent (DIN:01850136); ||Director |
|3. Mr. Vikram Parekh as an Independent (DIN:00419452) and ||Director |
|4. Mr. Vijay Bhatia as an Independent (DIN:00088762) ||Director |
C) Mr. B.K. Toshniwal has been appointed as an Executive Director of the Company for aperiod of 3 years commencing from September 01 2018 to August 31 2021.
The aforesaid appointments of Directors are subject to approval of the Members at theforthcoming Annual General Meeting of the Company and the necessary resolutions relatingto their appointment are incorporated in the Notice of Annual General Meeting.
9. Details of Committees of the Board
At present the Board has following four (4) Committees:
Nomination and Remuneration Committee
Stakeholders' Relationship Committee and
Corporate Social Responsibility Committee.
The Composition of the Committees and relative compliances are in line with theapplicable provisions of the Companies Act 2013 read with the Rules and SEBI (ListingObligations and Dislcosures Requirements) Regulations 2015. Details of terms of referenceof the Committees Committees' Membership and attendance at meetings of the Committeesexcept CSR Committee are provided in the Report on Corporate Governance.
10. Corporate Social Responsibility Committee
The constitution composition terms of reference role powers rights obligations ofCorporate Social Responsibility Committee [CSR Committee'] are in conformitywith the provisions of Section 135 and all other applicable provisions of the CompaniesAct 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014.
The CSR Committee consists of the following Members as on March 31 2018:
|Name ||Designation ||Non-Executive / Independent |
|Mr. Adarsh Somani ||Chairman ||Joint Managing Director |
|Mr. V. N. Khanna ||Member ||Independent Director |
|Mr. Vinod Mimani ||Member ||Independent Director |
Further pursuant to restructuring of Board of Directors the Board in its meeting heldon August 14 2018 has reconstituted CSR committee as under:
|Name ||Designation ||Non-Executive / Independent |
|Mr. Adarsh Somani ||Chairman ||Joint Managing Director |
|Mr. Vijay Bhatia ||Member ||Independent Director |
|Mr. Vinod Mimani ||Member ||Independent Director |
11. Corporate Social Responsibility
During the year under review the Company has not spent any amount on Corporate SocialResponsibility as the Company was in the process of identifying and finalizing eligibleprojects for CSR funding. Every effort will be made to incur CSR expenditure up to theprescribed amount during the current FinancialYear 2018-19.
The Annual report on CSR activities in accordance with the Companies (Corporate SocialResponsibility Policy) Rules 2014 is set out as Annexure II forming part of thisReport.
12. Policy on Directors' appointment and remuneration
The Nomination and Remuneration Committee is entrusted with the responsibility ofidentifying and ascertaining the integrity qualification expertise and experience of theperson for appointment as Director KMP or at Senior Management level and recommendingtheir appointment for the consideration of the Board.
The Company has drawn up Nomination and Remuneration policy in line with therequirement of Section 178 of the Companies Act 2013. The Policy inter alia provides thata person should possess adequate qualification expertise and experience for the positionhe / she is considered for appointment. The Committee has discretion to decide whetherqualification expertise and experience possessed by a person is sufficient / satisfactoryfor the concerned position.
13. Vigil Mechanism / Whistle Blower Policy
The Company has a Vigil Mechanism cum Whistle Blower Policy (Vigil Mechanism') inplace. The Vigil Mechanism is a system for providing a tool to the employees of theCompany to report violation of personnel policies of the Company unethical behaviorsuspected or actual fraud violation of code of conduct. The Company is committed toprovide requisite safeguards for the protection of the persons who raise such concernsfrom reprisals or victimization.
The Policy provides for direct access to the Chairperson of the Audit Committee inappropriate or exceptional cases. The Board of Directors affirm and confirm that noemployee of the Company has been denied access to the Committee.
Details of the Vigil Mechanism are available on the Company's websitewww.oriconenterprises.com
14. Risk Management
The Company has adopted a Risk Management Policy in accordance with the provisions ofthe Companies Act 2013 which laid down the framework to identify evaluate business risksand opportunities. The Company has vested powers to the Audit Committee to regulate therisk identification assessment analysis and mitigation with the assistance of theInternal Auditor. The Company has procedures in place for informing the Board of Directorson risk assessment and management procedures. Senior management periodically reviews thisrisk management framework to keep updated and address emerging challenges. The managementis however of the view that none of the risks may threaten the existence of the Companyas robust Risk mitigation mechanism is put in place to ensure that there is nil or minimumimpact on the Company in case any of these risks materialize.
15. Policy on Prevention Prohibition and Redressal of Sexual Harassment at Workplace
The Company is committed to provide a healthy environment to all employees and thusdoes not tolerate any sexual harassment at workplace. The Company has in place ''Policyon Prevention Prohibition and Redressal of Sexual Harassment.'' The policy aims toprovide protection to employees at the workplace and preventing and redressing complaintsof sexual harassment and it covers matters connected or incidental thereto. The Companyhas in place internal complaints committee as required under the provisions of Sexualharassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Company has not received any complaint of sexual harassment during the financialyear 2017-18.
16. Adequacy of Internal Financial Controls with reference to the Financial Statements
The Company has devised appropriate systems and framework for adequate internalfinancial controls with reference to financial statements commensurate with the sizescale and complexity of its operations including proper delegation of authority policiesand procedures effective IT systems aligned to business requirements risk based internalaudit framework and risk management framework.
The Audit Committee regularly reviews the internal control system to ensure that itremains effective and aligned with the business requirements. In case weaknesses areidentified as a result of the reviews new procedures are put in place to strengthencontrols.
Further the Board annually reviews the effectiveness of the Company's internal controlsystem. The Directors and Management confirm that the Internal Financial Controls (IFC)are adequate with respect to the operations of the Company.
A report of the Auditors pursuant to Section 143(3) (i) of the Companies Act 2013certifying the adequacy of Internal Financial Controls is annexed with the Auditors'Report.
17. Number of Board Meetings
Six meetings of Board of Directors were held during the financial year 2017-18. Thedetails of the Board Meeting and the attendance of the Directors are provided in theCorporate Governance Report forming part of this Annual Report.
18. Annual Evaluation of Board Performance
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 the performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors in theirmeeting held on March 28 2018 who also reviewed the performance of the Board as whole.
The Nomination and Remuneration Committee has defined the evaluation criteriaprocedure for the performance evaluation of the Board of Directors.
The Board's functioning was evaluated on various aspects including inter alia degreeof fulfillment of key responsibilities Board Structure and Composition effectiveness ofBoard process information and functioning.
The Directors were evaluated on aspects such as attendance and contribution at Board /Committee Meeting and guidance / support to the management outside Board / CommitteeMeetings. In addition the Chairman was also evaluated on Key aspects of his roleincluding setting the strategic agenda of the Board encouraging active engagement of allBoard Members.
Evaluation of Independent Directors was done by the Entire board.
19. Particulars of Loans Guarantees and Investments
Particulars of Loans Guarantees and Investment as required under Section 186 of theCompanies Act 2013 read with the Companies (Meeting of Board and its Powers) Rules 2014are given in Notes no. 89 10 14 and 18 forming part of Financial Statements.
20. Particulars of contracts or arrangements with related parties
The Company does not have any contract or arrangement or transaction with related partyin terms of Section 188 of the Companies Act 2013. Hence the disclosure required to beprovided under Section 134(3) (h) of the Companies Act 2013 in Form AOC 2 is notapplicable.
The Disclosures as required under IND AS 24 'Related Party Dislcosures''notified under Rule 7 of the Companies (Accounts) Rules 2014 have been provided in NoteNo. 53 of the Notes forming part of the Financial Statements.
21. Declaration of Independent Directors
The Independent Directors have submitted their disclosures/ declarations to the Boardthat they fulfill all the requirements as stipulated in Section 149(6) of the CompaniesAct 2013 so as to qualify themselves to be appointed as Independent Directors under theprovisions of the Companies Act 2013 and the relevant rules.
22. Directors Responsibility Statement
The Board of Directors of the Company confirm:
(i) that in the preparation of the annual accounts for the year ended March 31 2018the applicable Accounting Standards have been followed;
(ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;
(iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the Provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) that the Directors have prepared the annual accounts for the year ended 31stMarch 2018 on a going concern' basis;
(v) that the Directors have laid down internal financial control and that such internalfinancial control are adequate and
(vi) that the Directors have devised proper system to ensure compliance with theProvisions of all applicable laws.
23. Credit Rating
Working capital facilities of the Company have been awarded CRISIL A- for Long term andCRISIL A2+ for short term rating by CRISIL which represent positive capacity for timelypayment of short term debt obligations.
24. Maintenance of Cost Records under Section 148(1) of the Companies Act 2013
The Company is not required to maintain Cost Records under Section 148(1) of theCompanies Act 2013.
25. Disclosures Relating to Remuneration of Directors Key Managerial Personnel AndParticulars of Employees
The information required under Section 197 of the Companies Act 2013 read with Rule5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of Directors/ Employees of the Company is appended in Annexure III formingpart of this Annual Report.
In accordance with provisions of Section 197 of the Companies Act 2013 read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are required to be given in Directors Report. In terms of provisions of Section 136(1) ofthe Companies Act 2013 this report is being sent to the members without this annexure.Members interested in obtaining copy of the annexure may write to the Company Secretaryand the same will be furnished on request. The said information is available also forinspection at the registered office of the Company during working hours.
26. Extract of Annual Return
In terms of requirement of Section 92 of the Companies Act 2013 read with theCompanies (Management and Administration) Rules 2014 details forming part of the extractof annual returns is enclosed in Annexure IV forming part of this report.
27. Disclosure of Particulars
Information's as per the provisions of Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies
(Accounts) Rules 2014 relating to Conservation of Energy Technology AbsorptionForeign Exchange Earnings and Outgo is given in AnnexureV forming part of thisReport.
28. Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review as stipulatedunder the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 formspart of this Annual Report.
29. Corporate Governance
Pursuant to Regulation 34 (3) read with Schedule V of the Securities and Exchange Boardof India (Listing Obligations and Disclosures Requirements) Regulations 2015 a Report onCorporate Governance together with a certificate obtained from M/s. GMJ & AssociatesPracticing Company Secretaries confirming compliance forms part of this Annual Report.
a) Statutory Auditors
At the Annual General Meeting of the Company held on July 29 2017 M/s. SGN & Co.(Formerly Known as M/s. Shreyans S Jain and Associates) Chartered Accountants (FRN No.134565W) were appointed as Statutory Auditors of the Company for five consecutivefinancial year. The Auditors have confirmed that they are not disqualified from continuingas Auditors of the Company.
b) Secretarial Auditor and Secretarial Audit Report
The Board has appointed M/s. GMJ & Associates Practicing Company Secretaries tocarry out Secretarial Audit under the provisions of Section 204 of the Companies Act 2013for the Financial Year 2017- 18. The Report of Secretarial Auditor is annexed to thisreport as Annexure VI. The report does not contain any qualification.
31. Secretarial Standards
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meetings of the Board of Directors' and General Meeting' respectivelyhave been duly followed by the Company.
32. Other Disclosures/Reporting
Your Directors further state that during the year under review:
a) no amount was transferred to General Reserve;
b) there was no change in nature of Business;
c) there was change in authorised share capital of the Company from Rs. 35.00 Crores toRs. 41.50 Crores on account of amalgamation of Oricon Properties Private Limited with theCompany.
d) the Company has not taken any deposits from Public or members of the Company;
e) there were no significant / material orders passed by the Regulators or Courts orTribunals impacting going concern status of your Company and its operations in future;
f) there were no other material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which this financial statements relate and the date of this Report;
g) there are no qualifications reservation or adverse remark or disclaimer made by theStatutory Auditors in their Report;
h) there are no qualifications reservation or adverse remark or disclaimer made by theSecretarial Auditors in their Report;
i) the Company has not issued equity shares with differential rights as to dividendvoting or otherwise and
j) the Company has not issued any sweat equity shares to its employees.
Your Company continued to enjoy cordial relations with its employees at all locations.Your Directors take this opportunity to record their appreciation for the significantoutstanding contribution made by the employees at all levels.
Your Directors express their deep gratitude for the cooperation and support extended tothe Company by its Members Customers Suppliers Bankers and various Government agencies.
|For and on behalf of the Board || |
|Rajendra Somani ||B.K. Toshniwal |
|Managing Director ||Director |
|(DIN: 00332465) ||(DIN: 00048019) |
|Place: Mumbai || |
|Date: August 14 2018 || |