DIRECTORS' REPORT To Your Directors have pleasure in presenting the FORTY SIXTH ANNUAL REPORT of the Company with the Audited Statement of Accounts for the year ended March 31, 2016. DIVIDEND Your Directors feel pleasure in informing that the Company has declared an interim dividend @ 25% i.e. Rs. 0.50/- per Equity Shares to the Shareholders for the year 2015-16 and was paid on 31st March, 2016. The total outgo for the year under review amount to Rs. 7.85 crores. Your Directors now recommend that it is prudent not to declare any further dividend, and the Interim Dividend declared shall be total Dividend for the year ended 31st March, 2016. FINANCIAL PERFORMANCE: Standalone The sales and other income for the year under review were Rs. 89.16 crores as against Rs 83.52 crores in the previous financial year. The Net profit for the year under review is Rs 15.82 crores as against Rs. 6.64 crores in the previous financial year. Consolidated The consolidated revenue for the year under review was Rs 1197.98 crores as against Rs.1081.25 crores in the previous financial year. The Net Profit for the year under review is Rs. 18.67 crores as against Rs. 43.25 crores. SUBSIDIARY COMPANIES Oriental Containers Limited (100%), Shinrai Auto Services Ltd (100%), Oricon Properties Pvt Ltd (100%), United Shippers Limited (59.05%) are the subsidiaries of the Company. A separate statement containing the salient features of financial statements of all 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 upto 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 Accounting Standard 21 (AS- 21), Consolidated Financial Statement prepared by the Company includes financial information of its subsidiaries. The Company will provide a copy of 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. The statements are also available on the website of the Company www.oriconenterprises.com CONSOLIDATED FINANCIAL STATEMENTS The Consolidated Financial Statements pursuant to the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 entered into with Bombay Stock Exchange Ltd and National Stock Exchange of India Limited and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard are attached hereto. CHANGES IN SHARE CAPITAL The Paid- Up Equity Share Capital as on 31st March, 2016 was Rs. 3140.95 lakhs, during the year under review. During the year under review, the Company has not issued Equity Shares with differential rights as to dividend, voting, or otherwise; and neither have any ESOP schemes for its Employees/ Directors. TRANSFERTO GENERAL RESERVE During the year under review, the Company has not transferred any amount to General Reserve. TRANSFER OF UNPAID/ UNCLAIMED DIVIDENDTO IEPF The Company has transferred a sum of Rs. 1,11,948/- during the Financial Year 2015-16 to the Investor Education and Protection Fund established by the Central Government, in compliance with Section 205C of the Companies Act, 1956 correspond to Section 125 of the Companies Act, 2013. The said amount represents unpaid/ unclaimed dividends which were lying with the Company for a period of seven years from their respective due dates of payment. AUDIT COMMITTEE The Audit Committee is duly constituted in terms of the Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Committee consists of four Directors, of which three are Independent/Non-Executive Directors and one is Non Executive/ Non Independent Director. Shri Sanjay Dosi, Non Executive/ Independent Director is the Chairman of the Audit Committee. The details of Audit Committee are incorporated in the Corporate Governance Report annexed to this Report. NOMINATION AND REMUNERATION COMMITTEE The Company has in place Nomination and Remuneration Committee, in terms of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Committee roles and powers shall be to review and to discharge the Board's responsibilities related to remuneration of the Managing Director, KMP and Senior Management. The Committee has the overall responsibility formulation of criteria for evaluation of Independent Director, identifying persons who are qualified to become a Directors and appointment of Senior Management people. REMUNERATION POLICY The Company follows a policy on remuneration of Directors and Senior Management Employees as approved by the Nomination and Remuneration Committee. More details on the same are given in the Corporate Governance Report. CORPORATE SOCIAL RESPONSIBILITY COMMITEE The Company has in place CSR Committee as required under Section 135 of the Companies Act, 2013. The Committee consists of three Directors of which one Director is Non -Independent and two Directors are Independent Non-Executive Directors as follows; Shri Adarsh Somani - Chairman Shri V N Khanna - Member Shri Vinod Mimani - Member The Committee roles / powers are- 1. To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as per the Companies Act, 2013; 2. To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the Company 3. To monitor the Corporate Social Responsibility policy of the Company from time to time. During the year under review, the CSR Committee has adopted the policy for the activities to be undertaken under the Corporate Social Responsibility as per Schedule VIII of the Companies Act, 2013. The Policy as adopted is available on the website of the Company www.oriconenterprises.com EXPENDITURE FOR CORPORATE SOCIAL RESPONSIBILITY During the year the Company has not spent money on Corporate Social Responsibility as the Company is in process to finalize the suitable project for the purpose. The Annual report on CSR activities in accordance with the Companies (Corporate Social Responsibility policy) Rules, 2014 is set out as Annexure II to this report. VIGIL MECHANISM /WHISTLE BLOWER POLICY With rapid expansion in compliances under various Acts, Laws and Regulations and liability of high penalty in default, the Audit Committee is committed to ensure fraud free work environment, the Committee has laid down a whistle blower policy for its directors, employees and customers to report the fraud, abuse of authority, breach of Company's Code of Conduct, employee misconduct, illegality and other reportable matters. The brief details about the policy are given in the Corporate Governance Report and also the policy is available at the Company's website www.oriconenterprises.com RISK MANAGEMENT The Company has adopted a Risk Management Policy in accordance with the provisions of the Act which led down the framework to identify, evaluate business risks and opportunities. The Company has ensures the powers to the Audit Committee in assistance with the Internal auditor to regulate the risk identification, assessment, analysis and mitigation. The Company has laid down procedures to inform the Board of Directors about 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. 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 prevent and redress complaints of sexual harassment and for matters connected or incidental thereto. The Company has not received any complaint of sexual harassment during the financial year 2015-2016. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCETOTHE FINANCIAL STATEMENTS The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Company has appointed the Internal Auditor M/s. S Shreyans Jain & Co. The Internal Audit Reports were reviewed periodically by Audit Committee. 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 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. NUMBER OF BOARD MEETINGS: The Board of Directors met 5 (five) times in the year ended 2016. The details of the Board Meeting and the attendance of the Directors are provided in the Corporate Governance Report. 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 separate meeting 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 process for the Board of Directors. Evaluation of Independent Directors was done by the Entire board. 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. 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. LOANS AND INVESTMENTS The details 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 as follows : A) Details of investment made by the Company as on 31st March, 2016 (including investment made in previous years RELATED PARTY DISCLOSURE All the related party transactions are entered on arm's length basis and are in compliance with the applicable provisions of the Companies Act, 2013. There are no materially significant related party transactions made by the Company with Promoters, Directors and Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. All related party transactions are presented to the Audit Committee and the Board. The related party transactions policy as approved by the Board are uploaded on the Company's website, www.oriconenterprises.com.The details of the transactions with Related Party as required under Accounting Standard -18 are set out in Note No 27 in the accompanying financial statements. The Form AOC-2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure III to this report. 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. FIXED DEPOSITS During the year under review, the Company has no fixed deposits from Public or Shareholders. DIRECTORS RESPONSIBILITY STATEMENT The Board of Directors of the Company Confirms: (I) that in the preparation of the annual accounts for the year ended 31st March, 2016 the applicable accounting standards has 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, 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, 2016 on a 'going concern' basis. (V) that the directors have laid down internal financial control and that such internal financial control are adequate. (IV) that the directors have devised proper system to ensure compliance with the provisions of all applicable laws. CREDIT RATING Working Capital Facilities of the Company have been awarded CRISIL BBB- Stable for Long Term and CRISIL A3 for Short Term rating by CRISIL which represent positive capacity for timely payment of Short Term debt obligations. UNCLAIMED SHARE CERTIFICATE AFTER SUB-DIVISION FROM RS. 10/-TO RS. 2/- PER SHARE In terms of Clause 5A of the Listing Agreement and Regulation 39(4) of SEBI (LODR) Regulations, 2015 entered by the Company with Stock Exchange(s), Shares issued in physical which remained unclaimed by the Shareholders, the Company shall transfer all Share Certificates under one folio in the name of "Unclaimed Share Suspense account". The Company has sent letters to the Shareholders whose Share Certificate are unclaimed or undelivered. The Company has received letters from few Shareholders for claiming the Share certificates. The Company has dispatched the Share Certificate to the Shareholders who have submitted required documents. It is to inform you that after completion of third reminder, the Share Certificates which will remain unclaimed will be transferred under one folio in the name of Unclaimed Share Suspense Account and will be dematerialized with any of the depository participant. CASH FLOW STATEMENT: In conformity with the provisions of Regulation 34(1)(c ) of SEBI Listing Obligations and Disclosures Requirements) Regulations, 2015 the Cash Flow Statement for the year ended 31st March 2016 is included in this annual report. LISTING During the year the Company's Equity Shares got listed and admitted to dealings on the National Stock Exchange of India Limited w. e. f. July 24, 2015. Now, Company is listed with the Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. The Scrip Code/ Symbol of the Company is, BSE: 513121, NSE: ORICONENT The Listing Fee for the year 2016 - 2017 has been paid by the Company within the time prescribed by the Stock Exchange(s). 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. 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 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in Annexure IV to this report. EXTRACT OF ANNUAL RETURN In terms of Section 92 of the Companies Act, 2013 read with rule under Companies (Management and Administration) Rules, 2014, details' forming the part of the extract of annual return is enclosed in Annexure V. 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 are given in Annexure- VI forming part of this Report. 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 entered into with Stock Exchange(s), a Report on Corporate Governance together with a certificate obtained from the, M/s. GMJ & Associates, Practicing Company Secretary confirming compliance is given in Annexure VII. A report in the form of Management Discussion and Analysis Report is annexed hereto as Annexure VIII and forms part of this report. DIRECTORS Shri S J Parekh and Shri Karthik Athreya, 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. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT The Board had appointed M/s. GMJ & Associates, Company Secretaries in whole time practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year ended 2015- 2016. The report of Secretarial Auditor is annexed to this report as Annexure IX. The report does not contain any qualification. AUDITORS At the Annual General Meeting of the Company held on September 11, 2014 , M/s. Khandelwal Jain & Co. (FRN No. 105049W ) were re-appointed as the Statutory Auditors of the Company for a period of 3 years which is subject to annual ratification by the Members of the Company in terms of Section 139 of the Companies Act, 2013 and rules made thereunder. The Members are required to ratify the appointment of M/s. Khandelwal Jain & Co. (FRN No. 105049W) as the Statutory Auditors of the Company for the financial year 2016-2017. There are no qualifications or adverse remarks in the Statutory Auditors Report which require any explanation from the Board of Directors. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION There are no material changes and commitments adversely affecting the financial position of your Company which have occurred between the end of the financial year 2015-16 and the date of this Report. SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS There are no significant / material orders passed by the Regulators or Courts or Tribunals impacting going concern status of your Company and its operations in future. ACKNOWLEDGEMENT The Board of Directors thank the Financial Institutions, Bankers and the Stakeholders, for their continued co-operation and support to the Company. For & on behalf of the Board S. J. Taparia Chairman (DIN-00112513) Sanjay Dosi Director (DIN-00039107) B. K. Toshniwal Director(DIN-00048019) Rajendra Somani Managing Director (DIN-00332465) Date : 28th May, 2016 Place : Mumbai |