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Oricon Enterprises
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Directors Report Year End : Mar '13    Mar 12
To The Members
 
 The Directors have pleasure in presenting the FORTYTHIRD ANNUAL REPORT
 of the Company with the Audited Statement of Accounts for the year
 ended March 31,2013.
 
                                         Rupees In Lace
 
                                 2012-2013     2011-2012
 
 FINANCIAL RESULTS
 
 Groee Profit                      2235.55      2350.26
 
 Deduction there from:
 
 Finance Cost                       465.52       560.00
 
 Depreciation                       194.12       159.24
 
 Profit before prior 
 period adjustment                 1575.91      1631.02
 
 Prior Period adjustment              0.02        (0.02)
 
 Profit before taxation and
 exceptional items                 1575.90      1631.03
 
 Less Provision for Taxation
 
 Current Tax                        315.00       415.00
 
 Provision for Deferred Tax (16 JO)  22.96 
 
 Profit after taxation before
 exceptional items                 1277.20      1193.07
 
 Income tax/FBT for earlier years     1.46         8.37
 
 Profit after taxation             1275.74      1154.70
 
 Surplus b/f from last year        1384.75      1302.96
 
 Dividend distribution tax 
 for earlier                         72.26        48.17 
 year written back
 
 Net Profit available 
 for appropriations                2732.75      2535.83
 
 Proposed Dividend for 
 Equity Shares                      451.20       451.20
 
 Tax on Proposed Dividend            76.68        73.19
 
 Proposed Dividend lor 
 Prelerence Shares                  109.00       109.00
 
 Tax on above proposed Dividend      18.52        17.68
 
 Transfer to General Reserve        500.00       500.00
 
 Balance carried to Balance Sheet  1577.33      1384.75
 
                                   2732.75      2535.83
 
 
 
 DIVIDEND
 
 Your Directors have recommend a Dividend of Rs 0.44/- per equity share
 for the year ended March 31,2013 which if approved at the ensuing
 Annual General Meeting will be paid to i) all the members whose names
 appear in the Register of Members as on 14th September, 2013 and ii)
 all those members whose names appears as beneficial owners in the
 details furnished by National Securities Depository Ltd. and Central
 Depository Services Ltd. as on close of business hours on 4th
 September, 2013.
 
 The directors have recommended Dividend on Preference Shares of Rs,
 1.001- per shares. The total outgo for dividend is Rs. 6.55 orores.
 
 FINANCIAL PERFORMANCE:
 
 Standalone
 
 The sales and other income for the year under review were Rs 85.48
 orores as against Rs 74.34 crores in the previous financial year. The
 net profit for the year under review is Rs. 12.75 crores as against Rs.
 11.84 crores in the previous financial year.
 
 Consolidated
 
 The consolidated revenue for the year under review was Rs.  1019.86
 Crores as against Rs. 1007.19 Crores In the previous financial year.
 The net Profit for the year under review is Rs. 34.75 Crores.
 
 SUBSIDIARY COMPANIES
 
 Shinrai Auto Services Ltd (100%), Oricon Properties Pvt Ltd (100%) and
 United Shippers Limited (50.19%) are the existing subsidiary companies.
 
 The Ministry ol Corporate Affairs Government of India vide General
 circular No.2/2011 dated 8th February, 2011 has directed that Provision
 of Section 212 of the Companies Act, 1956 has shal I not apply in
 relation to the Subsidiary of those Companies which fulfillthe criteria
 stipulated in the aforesaid circular.
 
 Therefore Board of Directora in their meeting held on 30th May 2013
 given consent for not attaching Annual Report and other particulars of
 the subsidiary companies with this Annual Report.  Further In line with
 the Listing Agreement and in accordance with Accounting Standard 21
 (AS-21), consolidated Financial Statement prepared by the Company
 includes financial information of its subsidiaries.
 
 The company will provide the copy Annual report and other document of
 Its subsidiary companies on the request made by any member, investor of
 the Company/ Subsidiary Companies. The annual accounts of the
 Subsidiary Companies have been Kept for inspection by any Shareholder
 at the registered office of the Company.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 The consolidated financial statements pursuant to the listing agreement
 entered into with Bombay Stock Exchange Ltd. and prepared in accordance
 with the Accounting Standards prescribed by the Institute of Chartered
 Accountants of India, in this regard are attached hereto.
 
 FIXED DEPOSITS
 
 Your Company was accepting Fixed Deposits from public and shareholders
 and acceptance ol such fixed deposits has been discontinued from the
 financial year 2009-2010.All the deposits which matured during the year
 under the review were repaid, except 10 deposits amounting to Rs.
 3,03,000 which remained unclaimed as at March 31,2013 and remains
 unclaimed on date of this report. Necessary letters to :he depositors
 have been sent
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 The Board of Directors of the Company Confirms:
 
 (I) that in the preparation of the accounts for the year ended 31 st
 March 2013 the applicable accounting standards have been followed.
 
 (II) that 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 and of the
 profit or loss of the Company for the year under review.
 
 (III) that the directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguard of the assets of
 the Company and for preventing anddetectlng fraud and other
 Irregularities;
 
 (IV) that the directors have prepared the accounts for the year ended
 31 st March 2013 on a''going concern''basis.
 
 CREDIT RATING
 
 Working capital facilities of the Company have been awarded BBB-*
 rating by CRISIL which represent positive capacity for timely payment
 of shortterm debt obligations.
 
 CASH FLOW STATEMENT:
 
 In conformity with the provisions of Clause 32 of the Listing Agreement
 the Cash Flow Statement for the year ended 31sl March 2013 Isincluded
 In this annual report.
 
 LISTING
 
 Your Company is listed with the Bombay Stock Exchange Ltd. at
 RJ.Towers, Dalai Street, Mumbal - 4D0 001. The Listing Fee for the year
 2013- 2014 has been paid by the Company within the time prescribed by
 the Stock Exchange.
 
 INDUSTRIAL RELATIONS AND PERSONNEL
 
 Your Company continued to enjoy warm and healthy relations with Its
 employees at all locations. Your Directors take this opportunity to
 record their appreciation for the outstanding contribution made by the
 employees at all levels.
 
 PARTICULARS OF EMPLOYEES
 
 Particulars of employees as required under Section 217 (2A) of the
 Companies Act read with the companies (Particulars of Employees) Rules
 1975 as amended are set out below:
 
 DISCLOSURE OF PARTICULARS
 
 Informations as per the Companies(Disclosure of particulars in the
 report of Board of Directors) Rules 1986, relating to Conservation of
 Energy .Technology Absorption, Foreign Exchange Earnings and Outgo a re
 given in Annexure-lll forming part of this Report.
 
 CORPORATE GOVERNANCE
 
 Pursuant to Clause 49 of the Listing Agreement entered into with Bombay
 Stock Exchange Ltd, a Report on Corporate Governance together with a
 certificate obtained from the Statutory Auditors confirm ing compliance
 is given in Annex Lire I.
 
 A report in the form of Management Discussion and Analysis Report is
 annexed hereto as Annexure II and forms part of this report.
 
 DIRECTORS
 
 Shri V N Khanna ,Shri Karthik Athreya and Shri S J Parekh, Directors of
 the Company retire by rotation at the forthcoming Annual General
 Meeting and being eligible offer themselves For reappointment as
 Director liable to retire by rotation.
 
 AUDITORS
 
 The Auditors, M/s. Khandelwal Jain & Co., Chartered Accountants hold
 office until the conclusion of the forthcoming Annual General Meeting
 and are recommended for reappointment. Certificate from the Auditors
 has been received to the effect that their reappointment, If made,
 would be within the limits prescribed under section 224(1 B) of the
 Companies Act 1956.
 
 ACKNOWLEDGEM ENT
 
 The Board of Directors thanks the Financial Institutions, Bankers and
 all the Stakeholders, for their continued co-operation and support to
 the Company.
 
                                  For & on behalf of the Board
 
                                  S. J. Taparia Chairman
 
                                  Sanjay Dosi Director
 
                                  B. K. Toshniwal Director
 
                                  Rajerdra Soman Managing Director
 
 Place: Mumbai 
 
 Date : May 30,2013
Source : Dion Global Solutions Limited
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