To
The Members,
Oricon Enterprises Limited
Your Directors have pleasure in presenting the 53RD ANNUAL REPORT
of the Company together with the Audited Financial Statement(s) of the Company for the
year ended March 31, 2023.
1. Financial Results:
|
Standalone Results |
Consolidated Results |
| Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Gross Profit |
6496.47 |
6147.44 |
6264.62 |
5761.59 |
| Deduction there from: |
|
|
|
|
| Finance Cost |
1089.30 |
1193.96 |
713.06 |
1297.13 |
| Depreciation |
2975.11 |
3154.93 |
3257.98 |
3217.24 |
| Profit before taxation and exceptional items |
2432.06 |
1798.55 |
2293.58 |
1247.22 |
| Exceptional Item |
- |
14,659.62 |
(178.57) |
14590.04 |
| Share of Profit of Associates / Joint Ventures |
- |
- |
(91.87) |
9.10 |
| Profit before tax |
2432.06 |
16458.17 |
2023.14 |
15846.36 |
| Less: Provision for Taxation |
|
|
|
|
| Current Tax |
600.00 |
920.00 |
656.97 |
920.00 |
| Current Tax for earlier years |
0.00 |
(21.13) |
34.41 |
(47.12) |
| Deferred Tax |
(22.58) |
(127.64) |
(169.73) |
14.77 |
| Net Profit from continuing operations |
1854.64 |
15686.95 |
1501.49 |
14958.71 |
| Net Profit from discontinued operations |
- |
- |
(16.26) |
(3591.44) |
| Net Profit for the year |
1854.64 |
15686.95 |
1485.24 |
11367.27 |
2. Overview of Financial Performance Standalone
The standalone revenue and other income for the year ended March 31,
2023 amounted to Rs. 582.09 Crores as against Rs. 525.34 Crores in the previous Financial
Year. The Net Profit for the year under review was Rs. 18.55 Crores as against Rs. 156.87
Crores in the previous Financial Year.
Consolidated
The consolidated revenue and other income for the year ended March 31,
2023 was Rs. 624.03 Crores as against Rs. 535.92 Crores in the previous Financial year.
The Company has recorded Net Profit of Rs. 14.85 Crores as against Net Profit of Rs.
113.67 Crores in the previous Financial Year.
3. Dividend
Your Directors are pleased to recommend Dividend @ 25% i.e. Rs. 0.50/-
per equity share for the Financial Year 2022-23 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 21st September, 2023 (ii) the
Members holding shares in electronic form and who are beneficial owners of the shares as
on the close of working hours of 13th September, 2023, as per the details furnished by the
Depository(ies). The total outgo for dividend shall be Rs. 785.24 Lakhs.
4. Updates
A. Capacity Enhancement
We are pleased to inform you that we have added preform capacity by
about 4000 MT during the year under review and accordingly increased the capacity to 22000
MT per annum. We have also enhanced capacity in Plastic Closure by about 700 million per
annum. Your company is also investing in upgrading its infrastructure.
B. Update on Murbad Plant
As informed in the Annual Report for the Financial Year 2021-22, Lock
out was declared at Companys Murbad Plant w.e.f 05th March, 2022 by suspending the
manufacturing activities under the provisions of Sub Section 2 of Section 24 of
Maharashtra Recognition of Trade Union and Prevention of Unfair Labour Practices Act, 1971
rad with applicable rules and regulations.
We are now pleased to inform you that the Company has reached amicable
settlement with the Labour Union and consequently the Company has resumed operations in
phased manner for manufacturing of CROWNS and PILFER PROOF CAPS at Murbad Plant w.e.f 22nd
April, 2023.
C. Update on Khopoli Plant
The Board at its meeting held on 04th August, 2023 has approved to sale
its non-core business of Petrochemicals situated at village Niphan and Anandwadi, District
Raigarh, Maharashtra.
5. Subsidiary Companies and Joint Venture
During the year, Shakti Clearing Agency Private Limited and USL Lanka
Logistics Private Limited ceased to be a step-down subsidiary of the Company on account of
sale of Shares by United Shippers Limited.
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
6. Transfer of Unpaid/ Unclaimed Dividend and Shares thereof to
IEPF
During the year under review, the Company has transferred a sum of Rs.
3,28,420.40 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 2014-15 and were lying unpaid/unclaimed with the Company for a period of seven years
from the date of its 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
https://www.oriconenterprises.com/pdf/Dividend-Transferred-to-IEPF-2022.pdf
Further pursuant to the provisions of Section 125 of the Companies Act,
2013, the Company has transferred shares to IEPF on which dividend has not been claimed
for the last 7 years i.e. dividend declared by the Company for the financial year 2014-15.
The detailed list of members whose shares have been transferred to IEPF is uploaded on the
website of the Company at
https://www.oriconenterprises.com/pdf/Shares-Transferred-to-IEPF-2022.pdf
7. Directors and Key Managerial Personnel
In accordance with the requirements of the Companies Act, 2013 and
Articles of Association of the Company, Mrs. Sujata Parekh Kumar and Mr. Susheel G.
Somani, Director(s) of the Company retire by rotation at the ensuing Annual General
Meeting and being eligible, offer themselves, for reappointment as Director liable to
retire by rotation.
Mr. Rajendra Somani had ceased to be Managing Director of the Company
w.e.f 18th July, 2022 due to his death.
Mr. Vikram Parekh ceased to be an Independent Director w.e.f. 26th
December, 2022 due to his resignation.
At the Annual General Meeting held on 29th September, 2018 Mrs. Mamta
Biyani was appointed as an Independent Director of the Company for a period of 5 years.
Her tenure as an Independent Director will expire on 13th August, 2023. On recommendation
of the Nomination and Remuneration Committee, the Board at the meeting held on 04th
August, 2023 had re-appointed her for Second Term of 5 years from 14th August, 2023 till
13th August, 2028 subject to the approval of the members in the ensuing Annual General
Meeting.
8. Details of Committees of the Board
At present, the Board has following five (5) Committees:
i. Audit Committee,
ii. Nomination and Remuneration Committee,
iii. Stakeholders Relationship Committee and
iv. Corporate Social Responsibility Committee.
v. Executive 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 Disclosure 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.
9. 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,
2023:
| Name |
Designation |
Non-Executive / Independent |
| Mr. Adarsh Somani |
Chairman |
Managing Director |
| Mr. Vijay Bhatia |
Member |
Independent Director |
| Mr. Sumant Mimani |
Member |
Independent Director |
10. Expenses for Corporate Social Responsibility
During the year under review, the Company has spent Rs. 126.21 Lakhs on
Corporate Social Responsibility as per the CSR policy of the Company.
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.
11. 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.
12. 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 Companys
website www.oriconenterprises.com
13. 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 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.
14. Policy on Prevention, Prohibition and Redressal of Sexual
Harassment atWorkplace
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 2022-23.
15. 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
Companys 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.
16. Number of Board Meetings
Five meetings of Board of Directors were held during the financial year
2022-23 on 30th May, 2022, 10th August, 2022, 11th November, 2022, 26th December, 2022,
and 14th February, 2023. 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.
17. 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 31, 2023 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 Boards 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.
18. 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. 9, 10 and 16 forming part of Standalone
Financial Statements.
19. Particulars of contracts or arrangements with Related Parties
All Related Party Transactions that were entered into during the
financial year were on an arms length basis, in the ordinary course of business and
were in compliance with the applicable provisions of the Companies Act, 2013 (‘the
Act) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
There are no material contracts or arrangements or transactions during
the year. Thus, the disclosure in Form AOC-2 under Section 134(3)(h) of the Companies Act,
2013 is not applicable.
The Disclosures as required under IND AS 24 ‘Related Party
Disclosures notified under Rule 7 of the Companies (Accounts) Rules, 2014 have
been provided in Note No. 51 of the Notes forming part of the Financial Statements.
20. 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.
21. 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, 2023 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, 2023 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.
22. Credit Rating
Working capital facilities of the Company have been awarded CRISIL
A-/Stable for Long term and CRISIL A1 for short term rating by CRISIL which represent
positive capacity for timely payment of short-term debt obligations for the Financial Year
ending 2023-24.
23. 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 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.
24. Annual Return
Pursuant to the amended provisions of Section 92(3) and 134(3)(a) of
the Companies Act, 2013, the Annual Return of the Company for Financial Year 2021-22 in
Form MGT-7 is available on the Companys Website at
https://www.oriconenterprises.com/pdf/OEL-Form_MGT_7-2021-2022.pdf
Further, the Annual Return of the Company for the Financial Year
2022-23 is available on www.oriconenterprises.com/Annual-return
25. Disclosure of Particulars
Informations 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 Annexure IV forming part of this Report.
26. 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 is annexed as Annexure V and forms part of this Annual Report.
27. 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 from, P.P.
Singh & Co., Practicing Company Secretaries confirming compliance is annexed hereto as
Annexure VI-A and AnnexureVI-B and forms part of this Annual Report.
28. Auditors
a) Statutory Auditors
At the Annual General Meeting held on 28th September, 2022 SGN&
Co., Chartered Accountants (FRN No. 134565W) were appointed as Statutory Auditors for
second term of 5 years.
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 had appointed P.P. Singh & Co, Practicing Company
Secretaries, (M. No. F11584, COP No. 20754) to carry out Secretarial Audit under the
provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2022-23. The
Report of Secretarial Auditor is annexed to this report as AnnexureVI-C.
The Board in its meeting held on 30th May, 2023 has appointed Ms.
Mayuri Thakkar, Practicing Company Secretaries, (M. No. F12337, COP No. 26189) to carry
out Secretarial Audit for the Financial Year 2023-24.
The Secretarial Audit report of the material subsidiary United Shippers
Limited is annexed to this report as
AnnexureVI-D.
c) Internal Auditors
The Board in its meeting held on 30th May, 2023 has reappointed Maximus
Management Advisory Services Private Limited as Internal Auditor for the Financial Year
2023-24.
d) Cost Auditors
The Board at its meeting held on 30th May, 2023, on the recommendation
of Audit Committee, the Board has appointed Dilip M Malkar & Co. Firm Registration No:
101222 for the Financial Year 2023-24.
The remuneration payable to the Cost Auditor for Financial Year 2023-24
is required to be ratified by the members in ensuing Annual General Meeting. Accordingly,
a resolution for the remuneration of Cost Auditor is included in the notice of Annual
General Meeting.
29. Annual Secretarial Compliance Report
The Company has undertaken an Audit under Regulation 24A of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 for
the Financial Year 2022-23. The Annual Secretarial Compliance Report has been duly
submitted to the Stock Exchange(s) and is annexed to this report as AnnexureVI-E.
30. Certificate on Non-disqualification of Directors
The Company has obtained certificate from P.P. Singh & Co.,
Practicing Company Secretaries regarding non-disqualification of Directors. The
certificate is annexed to this report as AnnexureVI-F.
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 no change in the Authorized Share Capital of the Company
during the year.
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 these 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. Details of Difference between amount of the valuation done at the
time of one-time settlement or while taking the loan from the banks or financial
institutions:
There were no instances where the Company required the valuation for
one time settlement or while taking the loan from the Banks or Financial institutions
34. Disclosure regarding corporate insolvency resolution process
initiated / pending under the insolvency and bankruptcy code, 2016 (IBC):
There are no proceedings initiated/pending against the Company under
the Insolvency and Bankruptcy Code, 2016.
35. 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.
36. Acknowledgement
Your Directors express their deep gratitude for the cooperation and
support extended to the Company by its Members, Customers, Suppliers, Bankers, Financial
Institutions and various Government agencies.
For and on behalf of the Board
| Adarsh Somani |
B.K. Toshniwal |
| Managing Director |
Executive Director |
| (DIN: 00192609) |
(DIN: 00048019) |
| Place: Mumbai |
|
| Date: 04th August, 2023 |
|
+91-9892691696
