Oricon Enterprises Ltd Directors Report

To

The Members,

Oricon Enterprises Limited

Your Directors have pleasure in presenting the 54TH ANNUAL REPORT of the Company together with the Audited Financial Statement(s) of the Company for the year ended March 31,2024.

1. Financial Results:

( in Lakhs)

Particulars	Standalone Results		Consolidated Results
	2023-24	2022-23	2023-24	2022-23
Continuing Operations
Gross Profit	(984.47)	1586.38	(7.47)	1354.53
Deduction there from:
Finance Cost	1501.05	1089.30	992.25	713.06
Depreciation	524.37	2975.11	790.32	3257.98
Profit / (Loss) before taxation and Exceptional items from Continuing operations	(3009.89)	(2478.03)	(1790.04)	(2616.51)
Share of Profit of Joint Ventures	-	-	(36.62)	(91.87)
Profit / (Loss) before taxation and Exceptional items from Continuing operations	(3009.89)	(2478.03)	(1826.66)	(2708.38)
Exceptional Items	-	-	799.86	(178.57)
Profit / (Loss) before taxation from Continuing operations	(3009.89)	(2478.03)	(1026.80)	(2886.95)
Tax on above	(1240.33)	(658.35)	(1073.66)	(714.12)
Profit / (Loss) after taxation from Continuing operations	(1769.56)	(1819.68)	46.85	(2172.82)
Profit before taxation from Discontinuing operations	3947.53	4910.09	3947.53	4901.76
Tax on above	993.51	1235.77	993.51	1243.70
Net profit after taxation from Discontinuing operations	2954.02	3674.32	2954.02	3658.06
Net Profit after tax	1184.46	1854.64	3000.87	1485.24

Previous years figures have been re-grouped / re-arranged and re-classified to conform to the current years presentation.

2. Overview of Financial Performance Standalone

The standalone revenue and other income for the year ended March 31,2024 from continuing and discontinuing operations amounted to Rs. 509.44 Crores as against Rs. 581.89 Crores in the previous Financial Year. The Net Profit for the year under review was Rs. 11.84 Crores as against Rs. 18.54 crores in the previous Financial Year.

Consolidated

The consolidated revenue and other income for the year ended March 31, 2024 from continuing and discontinuing operations amounted to Rs. 570.45 Crores as against Rs. 626.36 Crores in the previous financial year. The Company has earned Net Profit of Rs. 30.00 crores as against net profit of Rs. 14.85 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 2023-24 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 26th September, 2024 (ii) the Members holding shares in electronic form and who are beneficial owners of the shares as on the close of working hours of 18th September, 2024, as per the details furnished by the Depository(ies). The total outgo for dividend shall be Rs. 785.24 Lakhs.

4. Updates - Business Transfer

The Board of Directors of the Company at their meeting held on April 09, 2024 accorded its approval subject to the Approval of Shareholders of the Company through Postal Ballot and such other approvals, consents, permissions and sanctions as may be deemed necessary, for sale and transfer of the Companys Business of manufacturing, trading and Sale of Plastic Closures and Preforms {Sale of Undertaking(s)} situated at Kundaim Industrial Estate, Kundaim in the state of GOA and IDCO Khordha in the state of Odisha by way of slump sale on a going concern basis to Manjushree Technopack Limited at an Enterprise Value of Rs. 520.00 Crores to be received on completion of sale/disposal subject to closing adjustments.

The Company entered into a Business Transfer Agreement (BTA) in this respect with Manjushree Technopack Limited on April 10, 2024 and First amendment to the BTA on July 23, 2024 in order to amend the provisions of BTA to give effect to revised understanding.

The Special Resolution for Sale of Undertaking(s) was passed by Members of the Company by way of Postal Ballot on May 23, 2024.

Pleased to inform you that on fulfilling the obligations under BTA the Company has transferred its business undertakings at GOA & Odisha by way of slump sale on a going concern basis to MTL with effect from July 24, 2024. Except for certain withhold amount the Company has received full consideration provisionally, basis 31st March, 2024 Audited Figures.

A. Update on Murbad Plant

During the Year After amicable settlement with the Labour Union Murbad Plant has started functioning at a slower pace.

B. Update on Khopoli Plant

As informed earlier, The Board at its meeting held on 04th August, 2023 has approved sale of Companys non-core business of Petrochemicals situated at village Niphan and Anandwadi, District Raigarh, Maharashtra.

Subsequently, The Company has, agreed to sale its fixed assets of petrochemical division to Narendra Plastochem Private Limited (NPPL) for a consideration

Rs. 19.00 crores to be received in tranches subject to the receipt of necessary approvals, permissions, consents from appropriate authorities and has entered into agreements viz. Lease agreement, Asset Purchase Agreement and Conducting Agreement on September

07, 2023.

NPPL is in process to obtain required approvals, permissions, consents from appropriate authorities and was to complete the process within ten months from September 07, 2023. However, NPPL is awaiting approval for some of the licenses and requested the Company to extend the time period to obtain licenses and approvals.

Accordingly, a letter for extension of time period was executed between NPPL and the Company on August

08, 2024 to extend the time period for a period of three months effective from August 08, 2024.

5. Subsidiary Companies and Joint Venture

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. 3,37,592/-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 2015-16 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/unpaid-dividend.php

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 2015-16. 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/unpaid-dividend.php

7. Directors and Key Managerial Personnel

In accordance with the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Varun Somani, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself, for re-appointment as Director liable to retire by rotation.

Cessation:

Mr. Krishnagopal Badriprasad Gupta (DIN: 00997067) and Mr. Vijaykumar Bhatia (DIN: 00088762), ceased to be Director w.e.f. July 01,2024 on completion of their Second and Final Term as Independent Director(s).

Mr. Susheel G. Somani and Mrs. Sujata Parekh Kumar ceased to be Director w.e.f. July 01,2024 on account of their resignation(s).

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 have been reconstituted on July 01, 2024 due to change in Composition of Board of Directors of the Company. The details of CSR committee are as under:

Name	Designation	Non-Executive / Independent
Mr. Adarsh Somani	Chairman	Managing Director
Mr. Vijay Bhatia*	Member	Independent Director
Mr. Sumant Mimani	Member	Independent Director
Mrs. Mamta Biyani#	Member	Independent Director

*Mr. Vijay Bhatia ceased to be a member of CSR Committee w.e.f. July 01,2024

#Mrs. Mamta Biyani was appointed as a member of CSR Committee w.e.f. July 01,2024

10. Expenses for Corporate Social Responsibility

During the year under review, the Company has spent Rs. 33.57 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 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 2023-24.

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

Six meetings of Board of Directors were held during the financial year 2023-24 on 30th May, 2023, 04th August, 2023, 10th August, 2023, 07th September, 2023, 09th November, 2023, and 14th February, 2024. 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 29, 2024 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, 18 and 48 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. 50 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, 2024 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, 2024 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 2022-23 in Form MGT-7 is available on the Companys Website at www.oriconenterprises.com

Further, the Annual Return of the Company for the Financial Year 2023-24 is available on www.oriconenterprises.com.

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, Ms. Mayuri Bharat Thakkar, Practicing Company Secretary confirming compliance is annexed hereto as Annexure VI-A and Annexure VI-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 Ms. Mayuri Bharat Thakkar,

Practicing Company Secretaries, (M. No. F12337, COP No. 26189) to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2023-24. The Report of Secretarial Auditor is annexed to this report as Annexure VI-C.

The Board in its meeting held on 30th May, 2024 has appointed Ms. Mayuri Bharat Thakkar, Practicing Company Secretaries, (M. No. F12337, COP No. 26189) to carry out Secretarial Audit for the Financial Year 202425.

c) Internal Auditors

The Board in its meeting held on 30th May, 2024 has reappointed Maximus Management Advisory Services Private Limited as Internal Auditor for the Financial Year 2024-25.

d) Cost Auditors

The Board at its meeting held on 30th May, 2024, on the recommendation of Audit Committee, the Board has appointed Dilip M Malkar & Co. Firm Registration No: 101222 for the Financial Year 2024-25.

The remuneration payable to the Cost Auditor for Financial Year 2024-25 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 54th 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 2023-24. The Annual Secretarial Compliance Report has been duly submitted to the Stock Exchange(s) and is annexed to this report as Annexure VI-E.

30. Certificate on Non-disqualification of Directors

The Company has obtained certificate from Ms. Mayuri Thakkar, Practicing Company Secretary regarding nondisqualification of Directors. The certificate is annexed to this report as Annexure VI-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: 14th August, 2024