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Oricon Enterprises Ltd.

BSE: 513121 | NSE: ORICONENT |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE730A01022 | SECTOR: Packaging

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NSE Live

Sep 30, 14:54
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AVERAGE VOLUME
5-Day
62,830
10-Day
78,349
30-Day
324,656
18,947
  • Prev. Close

    18.30

  • Open Price

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  • Bid Price (Qty.)

    18.25 (100)

  • Offer Price (Qty.)

    18.40 (76)

Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

To

The Members

Oricon Enterprises Limited

The Directors have pleasure in presenting the FORTY EIGHTH ANNUAL REPORT of the Company together with the Audited Financial Statement(s) of the Company for the year ended March 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 Standalone

Sales and Other Income for the year ended March 31, 2018 amounted to Rs. 80.44 crores as against Rs. 60.44 crores in the previous Financial Year. Net Profit for the year under review was Rs. 15.45 Crores as against Rs. 8.06 crores in the previous Financial Year.

Consolidated

The consolidated revenue for the year ended March 31, 2018 was Rs. 1077.09 crores as against Rs. 1254.07 crores in the previous Financial Year. Net Profit for the year under review was Rs. 22.46 crores as against Rs. 49.85 crores in the previous Financial Year.

3. Dividend

Your Directors are pleased to recommend a dividend @ 25% i.e. Rs. 0.50/- per equity share for the Financial Year 2017-18 which if approved at the forthcoming Annual General Meeting will be paid to, (i) the Members holding shares in physical mode and whose names appear on the Register of Members as on September 29, 2018 (ii) the Members holding shares in electronic form and who are beneficial owners of the shares as on the close of working hours of September 19, 2018, as per the details furnished by the Depository(ies). The total 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 manufacturing unit at Khurda in the State of Odisha with an expected investment of Rs. 100.00 Crores in two phases for manufacturing preforms. The Board of Directors is pleased to inform you that the Company has obtained necessary statutory approvals for the plant and civil work at the site is in progress. Commercial run of the project is expected to start in the month of December 2018/January 2019.

5. Amalgamation

a) Amalgamation of Oricon Properties Private Limited with Oricon Enterprises Limited

National Company Law Tribunal, Mumbai Bench (NCLT) vide its order dated October 18, 2017 has approved the Scheme of Amalgamation of Oricon Properties Private Limited, a wholly owned subsidiary, with your Company.

b) Amalgamation of Oriental Containers Limited and Shinrai Auto Services Limited with Oricon Enterprises Limited

National Company Law Tribunal, Mumbai Bench (NCLT) on June 22, 2018 allowed and vide its order pronounced on July 30, 2018 has approved the Scheme of Amalgamation of Oriental Containers Limited and Shinrai Auto Services Limited, the wholly owned subsidiaries, with your Company.

6. Subsidiary Companies and Joint Venture

During the year under review following were the Subsidiary Companies and Joint Venture Company 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 the Company on account of its amalgamation with the Company.

A separate statement containing the salient features of financial statements of all the subsidiaries of your Company forms part of Annual Report in the prescribed Form AOC-1 as Annexure I in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

The Financial Statements of the subsidiary companies and related information are available for inspection by the Members at the Registered Office of the Company during the business hours on all days except Saturdays, Sundays and public holidays up to the date of the 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 Financial Statement prepared by the Company includes financial information of its subsidiaries.

The Company will provide a copy of Annual Report and other documents of its subsidiary companies on the request made by any Member, investor of the Company/ Subsidiary Companies. The Financial Statements of the Subsidiary Companies have been kept for inspection by any member at the Registered Office of the Company. The statements are also available 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. 2,22,353/- to the Investor Education and Protection Fund established by the Central Government, in compliance with the provisions of Section 125 of the Companies Act, 2013. The said amount represents dividends which were declared by the Company in the financial year 2009-10 and were lying unpaid/unclaimed with the Company for a period of seven years from the date of their transfer into unpaid dividend account.

The detailed list of members whose unpaid/unclaimed dividend has been transferred to IEPF is uploaded on the website of the Company at http://www.oriconenterprises.com/pdf/Dividend-transferred-to-IEPF-2009-10.pdf

Further pursuant to provisions of Section 125 of the Companies Act, 2013 the Company has also transferred shares to IEPF on which dividend has not been claimed for the last seven years i.e. dividend declared by the Company for the financial year 2008-09 and 2009-10.

The detailed list of members whose shares has been transferred to IEPF is uploaded on the website of the Company at (i) http://www.oriconenterprises.com/pdf/Transfer%20of%20 Shares%20to%20IEPF. pdf (ii’)http://www.oriconenterprises.com/pdf/SHARES%20TQ% 20BE%20TRANSFERRED%20TQ%20IEPF-2009-10.pdf

8. Directors and Key Managerial Personnel

In accordance with the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Susheel Somani and Mr. B.K Toshniwal, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves, for re-appointment as Director liable to retire by rotation.

Further as Scheme of Amalgamation of Oriental Containers Limited and Shinrai Auto Services Limited, wholly owned subsidiaries of the Company with the Company is approved by National Company Law Tribunal, Mumbai Bench, the Board of the Company has been restructured 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 Director (DIN:00015384);

2. Mrs. Mamta Biyani, as an Independent Director (DIN:01850136);

3. Mr. Vikram Parekh, as an Independent Director (DIN:00419452) and

4. Mr. Vijay Bhatia, as an Independent Director (DIN:00088762)

C) Mr. B.K. Toshniwal, has been appointed as an Executive Director of the Company for a period 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 the forthcoming Annual General Meeting of the Company and the necessary resolutions relating to 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:

- Audit Committee,

- Nomination and Remuneration Committee,

- Stakeholders’ Relationship Committee and

- Corporate Social Responsibility Committee.

The Composition of the Committees and relative compliances, are in line with the applicable provisions of the Companies Act, 2013 read with the Rules and SEBI (Listing Obligations and Dislcosures Requirements) Regulations, 2015. Details of terms of reference of the Committees, Committees’ Membership and attendance at meetings of the Committees, except 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 of ‘Corporate Social Responsibility Committee [‘CSR Committee’] are in conformity with the provisions of Section 135 and all other applicable provisions of the Companies Act, 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 held on 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 Social Responsibility as the Company was in the process of identifying and finalizing eligible projects for CSR funding. Every effort will be made to incur CSR expenditure up to the prescribed amount during the current FinancialYear, 2018-19.

The Annual report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure II forming part of this Report.

12. Policy on Directors’ appointment and remuneration

The Nomination and Remuneration Committee is entrusted with the responsibility of identifying and ascertaining the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommending their appointment for the consideration of the Board.

The Company has drawn up Nomination and Remuneration policy in line with the requirement of Section 178 of the Companies Act, 2013. The Policy inter alia provides that a person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

13. Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism cum Whistle Blower Policy (‘Vigil Mechanism’) in place. The Vigil Mechanism is a system for providing a tool to the employees of the Company to report violation of personnel policies of the Company, unethical behavior, suspected or actual fraud, violation of code of conduct. The Company is committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization.

The Policy provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The Board of Directors affirm and confirm that no employee of the Company has been denied access to the Committee.

Details of the Vigil Mechanism are available on the Company’s website www.oriconenterprises.com

14. Risk Management

The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 which laid down the framework to identify, evaluate business risks and opportunities. The Company has vested powers to the Audit Committee to regulate the risk identification, assessment, analysis and mitigation with the assistance of the Internal Auditor. The Company has procedures in place for informing the Board of Directors on risk assessment and management procedures. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. The management is however, of the view that none of the risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact 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 thus does not tolerate any sexual harassment at workplace. The Company has in place, ‘‘Policy on Prevention, Prohibition and Redressal of Sexual Harassment.’’ The policy aims to provide protection to employees at the workplace and preventing and redressing complaints of sexual harassment and it covers matters connected or incidental thereto.

The Company has in place internal complaints committee as required under the provisions of Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has not received any complaint of sexual harassment during the financial year 2017-18.

16. Adequacy of Internal Financial Controls with reference to the Financial Statements

The Company has devised appropriate systems and framework for adequate internal financial controls with reference to financial statements commensurate with the size, scale and complexity of its operations including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audit framework and risk management framework.

The Audit Committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements. In case weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls.

Further, the Board annually reviews the effectiveness of the Company’s internal control system. 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, 2013 certifying 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. The details of the Board Meeting and the attendance of the Directors are provided in the Corporate 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 and Disclosures Requirements) Regulations, 2015, the performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors in their meeting held on March 28, 2018 who also reviewed the performance of the Board as whole.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure for the performance evaluation of the Board of Directors.

The Board’s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board Structure and Composition, effectiveness of Board 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 / Committee Meetings. In addition, the Chairman was also evaluated on Key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement of all Board 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 the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 are given in Notes no. 8,9, 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 party in terms of Section 188 of the Companies Act, 2013. Hence, the disclosure required to be provided under Section 134(3) (h) of the Companies Act, 2013, in Form AOC - 2 is not applicable.

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 Note No. 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 Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions 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, 2018 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 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, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts for the year ended 31st March, 2018 on a ‘going concern’ basis;

(v) that the Directors have laid down internal financial control and that such internal financial control are adequate and

(vi) that the Directors have devised proper system to ensure compliance with the Provisions of all applicable laws.

23. Credit Rating

Working capital facilities of the Company have been awarded CRISIL A- for Long term and CRISIL A2 for short term rating by CRISIL which represent positive capacity for timely payment 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 the Companies Act, 2013.

25. Disclosures Relating to Remuneration of Directors, Key Managerial Personnel And Particulars of Employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ Employees of the Company is appended in Annexure III forming part of this Annual Report.

In accordance with provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are required to be given in Directors Report. In terms of provisions of Section 136(1) of the 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 Secretary and the same will be furnished on request. The said information is available also for inspection 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 the Companies (Management and Administration) Rules, 2014, details forming part of the extract of 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, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given in AnnexureV forming part ofthis Report.

28. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

29. Corporate Governance

Pursuant to Regulation 34 (3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, a Report on Corporate Governance together with a certificate obtained from, M/s. GMJ & Associates, Practicing Company Secretaries confirming compliance, forms part of this Annual Report.

30. Auditors

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 consecutive financial year. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

b) Secretarial Auditor and Secretarial Audit Report

The Board has appointed M/s. GMJ & Associates, Practicing Company Secretaries, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2017- 18. The Report of Secretarial Auditor is annexed to this report 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, relating to ‘Meetings of the Board of Directors’ and ‘General Meeting’, respectively, have 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 to Rs. 41.50 Crores on account of amalgamation of Oricon Properties Private Limited with the Company.

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 or Tribunals impacting going concern status of your Company and its operations in future;

f) there were no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company 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 the Statutory Auditors in their Report;

h) there are no qualifications, reservation or adverse remark or disclaimer made by the Secretarial Auditors in their Report;

i) the Company has not issued equity shares with differential rights as to dividend, voting or otherwise and

j) the Company has not issued any sweat equity shares to its employees.

33. Personnel

Your Company continued to enjoy cordial relations with its employees at all locations. Your Directors take this opportunity to record their appreciation for the significant outstanding contribution made by the employees at all levels.

34. Acknowledgement

Your Directors express their deep gratitude for the cooperation and support extended to the 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

Director’s Report