Directors Report of Oricon Enterprises Ltd.

Mar 31, 2018

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

---

Mar 31, 2017

The Directors have pleasure in presenting the FORTY SEVENTH ANNUAL REPORT of the Company together with the Audited Financial Statement(s) of the Company for the year ended March 31, 2017.

1. Financial Results:

Rupees In Lacs

Particulars	Standalone		Consolidated
	2016-17	2015-16	2016-17	2015-16
Gross Profit	831.49	2571.57	14500.37	12560.61
Deduction there from:
Finance Cost	512.63	975.83	1921.51	2754.89
Depreciation	72.74	95.43	6481.57	5575.77
Profit before prior period adjustment	246.12	1500.31	6097.29	4229.95
Prior Period adjustment	(2.74)	(0.44)	(2.74)	(0.44)
Profit before taxation and exceptional items	243.36	1499.86	6094.54	4229.50
Exceptional Item	645.94	200.00	645.94	733.85
Profit before Tax	889.31	1699.87	6740.48	4963.35
Less: Provision for Taxation
Current Tax	309.97	64.92	2308.99	1856.38
Provision for Deferred Tax	(42.75)	(16.48)	97.14	(115.77)
Income Tax for earlier years	3.45	19.78	(2.09)	33.30
MAT Credit entitlement	-	-	(151.45)	(102.66)
Profit after tax	618.64	1631.66	4487.89	3292.11
Less: Minority Interest	-	-	(828.94)	1375.18
Add: Share in profit of Associate	-	-	-	-
Net Profit from continuing operation	618.64	1631.66	3658.95	1916.93
Profit/(Loss) from discontinuing operation	(130.22)	(49.73)	(130.22)	(49.73)
Net Profit	488.42	1581.92	3528.72	1867.19
Surplus Brought Forward from last year	2175.84	1238.49	13565.58	13156.63
Less: Depreciation Charge	-	-	-	-
Add: Deferred Tax on the above	-	-	-	-
Add: Dividend distribution tax for earlier year written back		140.67	-	144.21
Add: Amount no longer payable to Minority Shareholders due to buyback of Eq. Shares	-	-	889.21	333.36
Less: Appropriations	-	(785.24)	(843.37)	(1935.81)
Add: Profit for the year	488.42	1581.92	3582.72	1867.19
Net Surplus in the Statement of Profit & Loss	2664.26	2175.84	17140.14	13565.57

2. Financial Performance Standalone

Sales and Other Income for the year ended March 31, 2017 amounted to Rs. 51.32 crores as against Rs. 85.19 crores in the previous Financial Year. Net profit for the year under review was Rs. 4.88 Crores as against Rs. 15.82 crores in the previous Financial Year.

Consolidated

The consolidated revenue for the year ended March 31, 2017 was Rs. 1216.74 crores as against Rs. 1194.00 crores in the previous Financial Year. Net Profit for the year under review was Rs. 35.28 crores as against Rs. 18.67 crores in the previous Financial Year.

3. Dividend

Your Directors are pleased to recommend a dividend of 23%,i.e. Rs. 0.46/- per equity share for the Financial Year

2016-17 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 July 29, 2017(ii) the Members holding shares in electronic form and who are beneficial owners of the shares as on the close of working hours of July 18, 2017, as per the details furnished by the Depository for the purpose.

4. Setting up of manufacturing plant in Odisha

The Company is setting up a unit for manufacturing Performs in the state of Odisha. Odisha Government has already given in principle approval for the project and allotment of Land is under its active consideration. The expected investment for the unit will be Rs. 100 Crores, in two phases.

5. Subsidiary Companies and Joint Venture.

Oriental Containers Limited (100%), Shinrai Auto Services Ltd (100%), Oricon Properties Pvt Ltd (100%), United Shippers Limited (64.29%) are the subsidiaries of 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 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 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 Shareholder 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 to IEPF

During the year under review, Company has transferred a sum of Rs. 1,17,934/- 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 2008-09 and were lying unpaid with the Company for a period of seven years from the date of their transfer into unpaid dividend account.

The detailed list of shareholders whose unpaid dividend has been transferred to IEPF is uploaded on the website of the Company at http://www.oriconenterprises.com/pdf/Transfer%20of%20Shares%20to%20IEPF.pdf

7. Amalgamation

The Board of Directors of the Company in their Meeting held on February 01, 2017 had approved the scheme of amalgamation of Oricon Properties Private Limited, the wholly owned Subsidiary Company with the Company, subject to approval of members and various other regulatory authorities. Also pursuant to Regulation 37 of SEBI (LODR) Regulations 2015, the Company has obtained No objection certificate from Bombay Stock Exchange and National Stock Exchange of India Limited vide their approval letter dated April 18, 2017 and April 19, 2017 respectively.

Further the Company has filed necessary application with National Company law Tribunal (NCLT) Mumbai bench for obtaining their direction on convening meeting of members and creditors.

8. 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 Listing Regulations. 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, 2017:

Name	Designation	Non-Executive /
		Independent
Mr. Adarsh Somani	Chairperson	Non-Executive Director
Mr. V. N. Khanna	Member	Independent Director
Mr. Vinod Mimani	Member	Independent Director

10. Expenditure for CSR:

During the year the Company has not spent money 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 Financial Year, 2017-18.

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 & confirm that no employee of the Company has been denied access to the committee. Details of Vigil Mechanism are available on the Company’s 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 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.

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 not received any complaint of sexual harassment during the financial year 2016-2017.

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, 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.

16. Number of Board Meetings:

Five meetings of Board of Directors were held during the financial year 2016-17. The details of the Board Meeting and the attendance of the Directors are provided in the Corporate Governance 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 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 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 Meetings 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. 11, 12 and 46 forming part of Financial Statements.

19. 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 and need not to be furnished.

The Disclosures as required under Accounting Standard - 18 (AS-18) ‘’Related Party Dislcosures’’ notified under Rule 7 of the Companies (Accounts) Rules, 2014 has been provided in Note No. 27 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 confirms:

(I) that in the preparation of the annual accounts for the year ended 31st March, 2017 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, 2017 on a ‘going concern’ basis.

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

(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 A2 for short term rating by CRISIL which represent positive capacity for timely payment of short term debt obligations.

23. Unclaimed Share Certificate(s).

In terms of Regulation 39(4) of Listing Regulations read with Schedule VI, Company has issued notice(s) to the shareholders for claiming unclaimed share certificate(s). On receipt of request from the shareholders the Company has sent share certificates to them.

The Company has initiated the procedure for transferring the shares pertaining to unclaimed share certificates to Unclaimed Suspense Account and further, for dematerializing the shares.

The Members are informed that Company has opened ‘Oricon Enterprises Limited - Unclaimed Share Certificate Suspense Account’ with Depository Participant for dematerializing unclaimed share certificates and till date, no shares have been credited in the said demat account.

24. 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) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as 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 set out in the annexure to this 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.

25. Extract of Annual Return

In terms of Section 92 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, details’ forming the part of the extract of annual return is enclosed in Annexure IV forming part of this Report.

26. 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 Annexure V forming part of this 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 obtained from M/s. GMJ & Associates, Practicing Company Secretaries confirming compliance is given in Annexure VI forming part of this Report.

28. Management Discussion and Analysis Report

A report in the form of Management Discussion and Analysis Report is annexed hereto as Annexure VII and forms part of this Report.

29. Directors and Key Managerial Personnel

In accordance with the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Surendra Somani and Mrs. Sujata Parekh Kumar, Directors of the Company retire at the forthcoming Annual General Meeting and being eligible, offer themselves, for reappointment as Directors liable to retire by rotation.

During the year under review, Mr. Kartik Athreya resigned from the Directorship of the Company w.e.f February 03, 2017.

The Board of Directors at their meeting held on May 30, 2017 have appointed Mr. Adarsh Somani as Joint Managing Director of the Company for 3 years w.e.f from June 01, 2017, subject to approval of members in the forthcoming Annual General Meeting, except this, there was no change in office of Director/Key Managerial Personnel of the Company.

30. Auditors

a) Statutory Auditors

Pursuant to the Section 139(2) of the Companies Act, 2013 read with rule 6 of Companies (Audit and Auditors) Rules, 2014, M/s. Khandelwal Jain & Co., Chartered Accountants, retire at the conclusion of the 47th Annual General Meeting.

Pursuant to provisions of the Companies Act, 2013 (‘’the Act’’) and the Rules framed there under, it is proposed to appoint M/s. Shreyans S Jain and Associates., Chartered Accountants, as Statutory Auditors of the Company for a period of 5 years i.e. to hold office from the conclusion of the 47th Annual General Meeting, until the conclusion of the 52nd Annual General Meeting of the Company to be held in the Year 2022 (subject to ratification of their appointment by the Members at every Annual General Meeting held after the forthcoming Annual General Meeting). As required under the provisions of Section 139(1) of the Act, the Company has received a written consent and certificate from M/s. Shreyans S Jain and Associates, Chartered Accountants, to the effect that their appointment, if made, would be in accordance with the provisions of the Companies Act, 2013 and the Rules framed there under and that they satisfy the criteria provided in Section 141 of the Act.

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 ended 2016- 2017. The Report of Secretarial Auditor is annexed to this Report as Annexure VIII. The report does not contain any qualification.

31. Other Disclosures/Reporting:

Your Directors further state that during the year under review:

a) no amount is transferred to General Reserve;

b) there was no change in nature of Business;

c) there was no change in Share Capital of the Company;

d) the Company has not taken any deposits from Public or Shareholders 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 and

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

32. 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 significant contribution made by the employees at all levels.

33. Acknowledgment

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

S J Taparia Rajendra Somani

Chairman Managing Director

(DIN: 00112513) (DIN: 00332465)

B.K. Toshniwal Sanjay Dosi

Director Director

(DIN: 00048019) (DIN: 00039107)

Date: May 30, 2017

Place: Mumbai

---

Mar 31, 2015

Dear Members

The Directors have pleasure in presenting the FORTY FIFTH ANNUAL REPORT of the Company with the Audited Statement of Accounts for the year ended March 31,2015.

Rupees In Lacs

FINANCIAL RESULTS Standalone

2014- 2015 2013-2014 Rs. Rs.

Gross Profit 1546.52 1799.46

Deduction there from:

Finance Cost 509.27 394.01

Depreciation 198.71 204.47

Profit before prior period adjustment 838.54 1200.98

Prior Period adjustment (0.82) (0.28)

Profit before taxation and exceptional item 837.73 1200.70

Exceptional Item — --

Profit before Tax 837.73 1200.70

Less

Provision for Taxation

Current Tax 194.00 265.00

Provision for Deferred Tax (20.56) (13.17)

Income Tax for earlier years — 92.21

MAT Credit entitlement — -- Profit after taxation/befor Minority Intere 664.29 856.67

Less: Minority Interest — ---

Add: share in profit of Associate --- ---

Add: preaquistion profit/ (loss) related to

further investment in subsidiary — ---

Net profit 664.29 856.67

Surplus b/f from last year 1503.76 1577.33

Less: Depreciation Charge (74.94) ---- Add: Deferred Tax on the above 25.47 ----

Dividend distribution tax written back 33.11 63.08 Net Profit available for appropriations 2151.69 2497.08

Appropriations

Proposed Dividend for Equity Shares 691.00 194.84

Interim Dividend on Equity Shares 0.00 256.37

Tax on Proposed Dividend 140.67 33.11

Proposed Dividend for Preference Shares 0.00 0.00

Interim Dividend on Preference Shares 81.53 109.00

Tax on above proposed Dividend 0.00 0.00

Transfer to General Reserve 0.00 400.00

Balance carried to Balance Sheet 1238.49 1503.76

2151.69 2497.08

FINANCIAL RESULTS Consolidated

2014- 2015 2013-2014 Rs. Rs.

Gross Profit 12477.25 12709.71

Deduction there from:

Finance Cost 1588.29 1572.44

Depreciation 3755.16 4032.05

Profit before prior period adjustment 7133.80 7105.22

Prior Period adjustment (0.81) (0.35)

Profit before taxation and exceptional item 7132.99 7104.86

Exceptional Item 5717.56 (113.00)

Profit before Tax 12850.56 6991.86

Less

Provision for Taxation

Current Tax 2888.88 2625.90

Provision for Deferred Tax 1715.66 (35.57)

Income Tax for earlier years 5.35 73.98

MAT Credit entitlement (245.66) ---

Profit after taxation/befor 8486.33 4327.54 Minority interest Less: Minority Interest 4161.06 2145.08

Add: share in profit of Associate --- (14.40)

Add: preaquistion profit/ (loss) related to

further investment in subsidiary — 4.55

Net profit 4325.26 2172.63

Surplus b/f from last year 10440.67 9523.37

Less: Depreciation Charge (127.01) --- Add: Deferred Tax on the above 25.47 77.25

Dividend distribution tax written back 35.88 --- Net Profit available for appropriations 14700.27 11773.25

Appropriations

Proposed Dividend for Equity Shares 691.00 194.84

Interim Dividend on Equity Shares 0.00 256.37

Tax on Proposed Dividend 269.22 121.43

Proposed Dividend for Preference Shares 0.00 0.00

Interim Dividend on Preference Shares 81.53 109.00

Tax on above proposed Dividend 0.00 0.00

Transfer to General Reserve 501.89 650.94

Balance carried to Balance Sheet 13156.63 10440.67

14700.27 11773.25

DIVIDEND

Your Directors have recommend a Dividend @22% i.e. Rs 0.44/- per Equity Share for the year ended March 31, 2015 which if approved at the ensuing Annual General Meeting will be paid to i) all the members whose names appear in the Register of Members as on 19th September, 2015 and ii) all those members whose names appears as beneficial owners in the details furnished by National Securities Depository Ltd. and Central Depository Services Ltd. as on close of business hours on 10th September, 2015.

FINANCIAL PERFORMANCE:

Standalone

The Sales and other Income for the year under review were Rs. 83.29 crores as against Rs. 88.72 crores in the previous financial year. The Net Profit for the year under review is Rs. 6.64 crores as against Rs. 8.56 crores in the previous financial year.

Consolidated

The Consolidated Revenue for the year under review was Rs. 1081.13 crores as against Rs. 914.53 crores in the previous financial year. The Net Profit for the year under review is Rs. 43.25 crores as against Rs. 21.73 crores.

SUBSIDIARY COMPANIES

During the year under review, Oriental Containers Limited has become wholly owned Subsidiary of the Company w.e.f. 27th March, 2015. Earlier the Company was holding 32,46,192 (30%) Equity Shares of Oriental Containers Limited. During the year under review the Company has acquired 75,74,644 Equity Shares of Oriental Containers Limited from OC Holding Ltd.

Shinrai Auto Services Ltd (100%), Oricon Properties Pvt Ltd (100%), United Shippers Limited (50.19%) are the other 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 Saturday, 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 Listing Agreement and in accordance with Accounting Standard 21 (AS- 21), consolidated Financial Statement prepared by the Company includes financial information of its Subsidiaries.

The Company will provide the copy 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 Listing Agreement entered into with Bombay Stock Exchange Ltd. and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard are attached hereto.

CHANGES IN SHARE CAPITAL

During the year under review, the Company has allotted 5,45,00,000 Equity Shares of Rs. 2/- each on account of conversion of 10% 1,09,00,000 Compulsorily Convertible Preference Shares of Rs. 10/- each. Consequently the Equity Share Capital has increased from Rs. 20,50,95,430/- divided into 102547715 Equity Shares of Rs. 2/- each to Rs. 31,40,95,430/- divided into 157047715 Equity Shares of Rs. 2/- each. The Company has obtained listing and trading permission from Bombay Stock Exchange Limited.

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.

TRANSFER TO GENERAL RESERVE

During the year under review, the Company has not transferred any amount to General Reserve.

TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND TO IEPF

The Company has transferred a sum of Rs. 107,910/- during the financial year 2014-2015 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 (yet to be enforced). 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

During the year, in terms of the Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has revised the roles and the powers of the Audit Committee. The Committee comprises of four directors, of which three are Independent Non-executive Director and one is Non executive/ Not 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

In terms of the Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has re-classified Remuneration Committee to be called as Nomination and Remuneration Committee.

The Committee roles and powers in terms of the Companies Act, 2013 and Listing Agreement has also been revised and the purpose of the Committee of the Board of Directors shall be to review and to discharge the Board's responsibilities related to remuneration of the Managing Director, Key Managerial Personnel, and Senior Management Persons. The Committee has the overall responsibility formulation of criteria for evaluation of Independent Director, identifying persons who are qualified for become a Director 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 is given in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the year under review, the Company has constituted a CSR Committee as required under Section 135 of the Companies Act, 2013. The Committee comprises of three directors of which one Director is Non -Independent and two Directors are Independent Non-Executive Director.

The Committee comprises of following Directors Shri Adarsh Somani - Chairman Shri V N Khanna - Member Shri Vinod Mimani- Member

The Committee roles and 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.

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 project / object 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

Your Company recognizes that risk is an integral part of business and is committed to managing risks in a proactive and efficient manner. Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Currency fluctuation, Compliance, Regulatory changes, Manufacturing & Supply, Litigation, Information Technology and new Capital Investments Return. The Management is however, of the view that none of the above 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 adopted 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 2014-2015.

INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

The Company has appointed M/s. S. Shreyans Jain & Co., Practicing Chartered Accountant as Internal Auditors, of the Company. The Audit Committee in consultation with the Internal Auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The Internal Auditors carry out audit, covering inter alia, monitoring and evaluating the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit Committee, process owners undertake necessary actions in their respective areas.

NUMBER OF BOARD MEETINGS:

The Board of Directors met 6 (six) times in the year ended 2015. 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 Clause 49 of the Listing Agreement, 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, 2015 (including investment made in previous years)

(i) Investment in Equity Shares

(Rs in crores)

Name of Entity Amount as at 31st March, 2015

Shinrai Auto Services Limited* 7.00

Oricon Properties Pvt Ltd* 159.41

United Shippers Limited* 195.42

Oriental Containers Limited* 136.15

Claridge Energy LLP# 0.69

New India Co-operative

Bank Limited 0.00

Madhavpura Mercantile

Co-operative Bank Limited 0.00

Saraswat Co-operative Bank 0.00

Soma paper Mills Ltd 0.18

Kopran Limited 0.01

Bayer Crop Science Ltd 0.00

Indian Dyestuff Industries Ltd 0.00

IMP Powers Ltd 0.03

* Subsidiary Companies

# Joint Venture

B. Details of loans given by the Company are as follows:

(Rs in crores)

Name of Entity Amount as at 31st March, 2015

Shinrai Auto Services Limited* 2.70

Oricon Properties Pvt. Ltd.* 19.20

Claridge Energy LLP # 9.12

* Subsidiary Company

# Joint Venture

C. Details of Guarantee given

(Rs in crores)

Name of Entity Amount as at 31st March, 2015

Shinrai Auto Services Limited * 6.00

Claridge Energy LLP# 8.00

* Subsidiary Company

# Joint Venture

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 is uploaded on the Company's website at www.oriconenterprises.com.The details of the transactions with Related Party as required under Accounting Standard -18 are set out in Note No. 27 (b) 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, 2015 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, 2015 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 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 entered by the Company with Bombay Stock Exchange Limited, Share issued in physical 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 Clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31st March, 2015 is included in this annual report.

LISTING

Your Company is listed with the Bombay Stock Exchange Ltd. at PJ.Towers, Dalal Street, Mumbai - 400 001. The Listing Fee for the year 2015 - 2016 has been paid by the Company within the time prescribed by the Stock Exchange.

INDUSTRIAL RELATIONS AND PERSONNEL

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

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 AnnexureV.

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 Clause 49 of the Listing Agreement entered into with Bombay Stock Exchange Ltd, a Report on Corporate Governance together with a certificate obtained from the Statutory Auditors 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

(i) Retirement by rotation

Shri Susheel G Somani and Shri B K Toshniwal, Directors of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment as Director liable to retire by rotation.

(ii) Appointments

During the year Shri K G Gupta, Shri N Gangaram and Mrs Sujata Parekh Kumar has been appointed as an Additional Directors of the Company. The Company has received notice

from member(s) signifying their intention to propose the appointment of Shri K G Gupta, Shri N Gangaram and Mrs Sujata Parekh Kumar as Directors of the Company.

In terms of Section 149, 152, Schedule IV and other applicable Provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Director) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years as Directors of your Company and will not liable to retire by rotation. Accordingly, it is proposed to appoint Shri K G Gupta and Shri N Gangaram as Independent Director of the Company to hold the office for a term of 5 (five) consecutive years upto the conclusion of 50th Annual General Meeting of the Company, and shall not be liable to retire by rotation. The necessary resolutions are incorporated in the Notice of 45th Annual General Meeting for their appointment.

The brief resume of the aforesaid directors and other information have been given in the Corporate Governance Report.

(iii) Re-appointment of Managing Director

The term of office of Shri Rajendra Somani as Managing Director is expired on 31st March, 2015.The Board of Directors at its meeting held on 16th March, 2015 has reappointed him as Managing Director of the Company for a period of five years i.e. from 1st April, 2015 to 31st March 2020, subject to your approval at the forthcoming Annual General Meeting. A resolution for his re- appointment along with the explanatory statement is included in the notice convening 45th Annual General Meeting of the Company.

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 2014- 2015. 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 re-appointment of M/s. Khandelwal Jain & Co. (FRN No. 105049W) as the Statutory Auditors of the Company for the financial year 2015-2016.

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 is no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2014-15 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 Tribunal impacting going concern status of your Company and its operations in future.

ACKNOWLEDGEMENT

The Board of Directors thanks the Financial Institutions, Bankers and all the Stakeholders, for their continued co-operation and support to the Company.

Date : 27th May, 2015 For & on behalf of the Board Place : Mumbai S. J. Taparia Sanjay Dosi (DIN-00112513) (DIN-00039107) Chairman Director

B. K. Toshniwal Rajendra Somani (DIN-00048019) (DIN-00332465) Director Managing Director

---

Mar 31, 2014

The Directors have pleasure in presenting the FORTY FOURTH ANNUAL REPORT of the Company with the Audited Statement of Accounts for the year ended March 31, 2014.

Rupees In Lacs 2013- 2014 2012-2013



FINANCIAL RESULTS

Gross Profit 1799.46 2235.55

Deduction there from:

Finance Cost 394.01 465.52

Depreciation 204.47 194.12

Profit before prior period adjustment 1200.98 1575.91

Prior Period adjustment (0.28) 0.02 Profit before taxation and

exceptional items 1200.70 1575.90

Less

Provision for Taxation

Current Tax 265.00 315.00

Provision for Deferred Tax (13.17) (16.30)

Income Tax for earlier years 92.21 1.46

Profit after taxation 856.67 1275.74

Surplus b/f from last year 1577.33 1384.75 Dividend distribution tax for earlier

year written back 63.08 72.26

Net Profit available for appropriations 2497.08 2732.75 Appropriations

Proposed Dividend for Equity Shares 194.84 451.20

Interim dividend on Equity Shares 256.37 -

Tax on Proposed Dividend 33.11 76.68

Proposed Dividend for Preference Shares 0.00 109.00

Interim dividend on Preference Shares 109.00 -

Tax on above proposed Dividend 0.00 18.52

Transfer to General Reserve 400.00 500.00

Balance carried to Balance Sheet 1503.76 1577.33

2434.00 2732.75

DIVIDEND

Your Directors feel pleasure in informing that the Company has declared an interim dividend @ 12.5% i.e. Rs. 0.25/- per Equity Shares and Rs. 1.00 per CCPS to the Shareholders for the year 2013-2014 and was paid on 29th March, 2014.

Your Directors now have recommend a Final Dividend of Rs 0.19/- per Equity Share for the year ended March 31, 2014 which if approved at the ensuing Annual General Meeting will be paid to i) all the members whose names appear in the Register of Members as on 11th September, 2014 and ii) all those members whose names appears as beneficial owners in the details furnished by National Securities Depository Ltd. and Central Depository Services Ltd. as on close of business hours on 3rd September, 2014.

FINANCIAL PERFORMANCE:

Standalone

The sales and other income for the year under review were Rs. 88.72 crores as against Rs 85.48 crores in the previous financial year. The Net Profit for the year under review is Rs 8.56 crores as against Rs. 12.75 crores in the previous financial year.

Consolidated

The consolidated revenue for the year under review was Rs.913.32 crores as against Rs.1019.88 crores in the previous financial year. The Net Profit for the year under review is Rs. 21.73 Crores as against Rs. 34.75 crores.

UNCLAIMED SHARE CERTIFICATE AFTER SUB-DIVISION FROM RS. 10/- TO RS. 2/- PER SHARE

In terms of Clause 5A of the Listing Agreement entered by the Company with Bombay Stock Exchange Limited, Share issued in physical 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 first reminder to the shareholders whose Share Certificate after sub-division of Rs. 10/- to Rs. 2/- per share, were unclaimed or returned from post as undelivered.

The Company has received letters from the shareholders for claiming the share certificates; the share certificates were delivered to respective shareholders after verification of the documents submitted to the Registrar Bigshare Services Pvt Ltd or to the Company.

After completion of three reminders, the share certificates which will be remained 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.

SUBSIDIARY COMPANIES

Shinrai Auto Services Ltd (100%), Oricon Properties Pvt Ltd (100%) and United Shippers Limited (50.19%) are the existing subsidiary companies.

The Ministry of Corporate Affairs Government of India vide General circular No. 2/ 2011 dated 8th February, 2011 has directed that Provision of Section 212 of the Companies Act, 1956 has shall not apply in relation to the Subsidiary of those Companies which fulfill the criteria stipulated in the aforesaid circular.

Therefore Board of Directors in their meeting held on 29th May, 2014 given consent for not attaching Annual Report and other particulars of the subsidiary companies with this Annual Report. Further in line with the Listing Agreement and in accordance with Accounting Standard 21 (AS- 21), Consolidated Financial Statement prepared by the Company includes financial information of its subsidiaries.

The company will provide the copy Annual report and other document of its subsidiary companies on the request made by any member, investor of the Company/ Subsidiary Companies. The annual accounts of the Subsidiary Companies have been kept for inspection by any Shareholder at the registered office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements pursuant to the Listing Agreement entered into with Bombay Stock Exchange Ltd. and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard are attached hereto.

FIXED DEPOSITS

Since the year 2009-2010 the Company has stopped acceptance of Fixed Deposits. During the year under review all the unclaimed deposit have been repaid or has been transferred to Investor Education and Protection Fund Account.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company Confirms:

(I) that in the preparation of the accounts for the year ended 31st March, 2014 the applicable accounting standards have been followed.

(II) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(III) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and Companies Act, 2013 to the extent applicable, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(IV) that the directors have prepared the accounts for the year ended 31st March, 2014 on a ''going concern'' basis.

CREDIT RATING

Working capital facilities of the Company have been awarded 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.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31st March 2014 is included in this annual report.

LISTING

Your Company is listed with the Bombay Stock Exchange Ltd. at P.J.Towers, Dalal Street, Mumbai – 400 001. The Listing Fee for the year 2014 2015 has been paid by the Company within the time prescribed by the Stock Exchange.

INDUSTRIAL RELATIONS AND PERSONNEL

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

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended are set out below :

Name Desig- Qualifi- Age Experi- Date Gross Previous

of nation cation ence of Remune- Employ-

Emplo yee Join ing ration ment and

Design-

ation

Mr. Managing Mecha- 66 45 Janu ary 60,00,000 Oriental

Rajen dra Director nical years years 1, 1976 Containers

Somani Engin eer Ltd.

(Managing Director )

* Mr.Somani continues to be Managing Director of Oriental Containers Limited also.

DISCLOSURE OF PARTICULARS

Informations as per the Companies(Disclosure of particulars in the report of Board of Directors ) Rules 1988, relating to Conservation of Energy ,Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure- III forming part of this Report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement entered into with Bombay Stock Exchange Ltd, a Report on Corporate Governance together with a certificate obtained from the Statutory Auditors confirming compliance is given in Annexure I.

A report in the form of Management Discussion and Analysis Report is annexed hereto as Annexure II and forms part of this report.

DIRECTORS

Shri Surendra Somani and Shri Adarsh Somani, 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.

In terms of Section 149, 152 Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Director) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years as Directors of your company and will not be liable to retire by rotation. Accordingly, it is proposed to appoint Shri S J Taparia, Shri V N Khanna, Shri Vinod Mimani, and Shri Sanjay Dosi as Independent Director of the Company to hold the office for a term of 5 (five) consecutive years upto the conclusion of 49th Annual General Meeting of the Company, and shall not be liable to retire by rotation.

The brief resume of the aforesaid directors and other information have been given in the Corporate Governance Report.

AUDITORS

The Auditors, M/s. Khandelwal Jain & Co., Chartered Accountants hold office until the conclusion of the forthcoming Annual General Meeting and are recommended for reappointment.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, and pursuant to the recommendations of the audit committee of the Board of Directors, M/s. Khandelwal Jain & Co. Chartered Accountants (FRN No. 105049W), are being appointed as Auditors as per the resolution included in the notice of 44th Annual General Meeting.

Certificate from the Auditors has been received to the effect that their reappointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013.

ACKNOWLEDGEMENT

The Board of Directors thanks the Financial Institutions, Bankers and all the Stakeholders, for their continued co-operation and support to the Company.

For & on behalf of the Board

S. J. Taparia Chairman

Sanjay Dosi Director

B. K. Toshniwal Director

Rajendra Somani Managing Director

Mumbai May 29, 2014

---

Mar 31, 2013

To The Members

The Directors have pleasure in presenting the FORTYTHIRD ANNUAL REPORT of the Company with the Audited Statement of Accounts for the year ended March 31,2013.

Rupees In Lace

2012-2013 2011-2012

FINANCIAL RESULTS

Groee Profit 2235.55 2350.26

Deduction there from:

Finance Cost 465.52 560.00

Depreciation 194.12 159.24

Profit before prior period adjustment 1575.91 1631.02

Prior Period adjustment 0.02 (0.02)

Profit before taxation and exceptional items 1575.90 1631.03

Less Provision for Taxation

Current Tax 315.00 415.00

Provision for Deferred Tax (16 JO) 22.96

Profit after taxation before exceptional items 1277.20 1193.07

Income tax/FBT for earlier years 1.46 8.37

Profit after taxation 1275.74 1154.70

Surplus b/f from last year 1384.75 1302.96

Dividend distribution tax for earlier 72.26 48.17 year written back

Net Profit available for appropriations 2732.75 2535.83

Proposed Dividend for Equity Shares 451.20 451.20

Tax on Proposed Dividend 76.68 73.19

Proposed Dividend lor Prelerence Shares 109.00 109.00

Tax on above proposed Dividend 18.52 17.68

Transfer to General Reserve 500.00 500.00

Balance carried to Balance Sheet 1577.33 1384.75

2732.75 2535.83



DIVIDEND

Your Directors have recommend a Dividend of Rs 0.44/- per equity share for the year ended March 31,2013 which if approved at the ensuing Annual General Meeting will be paid to i) all the members whose names appear in the Register of Members as on 14th September, 2013 and ii) all those members whose names appears as beneficial owners in the details furnished by National Securities Depository Ltd. and Central Depository Services Ltd. as on close of business hours on 4th September, 2013.

The directors have recommended Dividend on Preference Shares of Rs, 1.001- per shares. The total outgo for dividend is Rs. 6.55 orores.

FINANCIAL PERFORMANCE:

Standalone

The sales and other income for the year under review were Rs 85.48 orores as against Rs 74.34 crores in the previous financial year. The net profit for the year under review is Rs. 12.75 crores as against Rs. 11.84 crores in the previous financial year.

Consolidated

The consolidated revenue for the year under review was Rs. 1019.86 Crores as against Rs. 1007.19 Crores In the previous financial year. The net Profit for the year under review is Rs. 34.75 Crores.

SUBSIDIARY COMPANIES

Shinrai Auto Services Ltd (100%), Oricon Properties Pvt Ltd (100%) and United Shippers Limited (50.19%) are the existing subsidiary companies.

The Ministry ol Corporate Affairs Government of India vide General circular No.2/2011 dated 8th February, 2011 has directed that Provision of Section 212 of the Companies Act, 1956 has shal I not apply in relation to the Subsidiary of those Companies which fulfillthe criteria stipulated in the aforesaid circular.

Therefore Board of Directora in their meeting held on 30th May 2013 given consent for not attaching Annual Report and other particulars of the subsidiary companies with this Annual Report. Further In line with the Listing Agreement and in accordance with Accounting Standard 21 (AS-21), consolidated Financial Statement prepared by the Company includes financial information of its subsidiaries.

The company will provide the copy Annual report and other document of Its subsidiary companies on the request made by any member, investor of the Company/ Subsidiary Companies. The annual accounts of the Subsidiary Companies have been Kept for inspection by any Shareholder at the registered office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements pursuant to the listing agreement entered into with Bombay Stock Exchange Ltd. and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard are attached hereto.

FIXED DEPOSITS

Your Company was accepting Fixed Deposits from public and shareholders and acceptance ol such fixed deposits has been discontinued from the financial year 2009-2010.All the deposits which matured during the year under the review were repaid, except 10 deposits amounting to Rs. 3,03,000 which remained unclaimed as at March 31,2013 and remains unclaimed on date of this report. Necessary letters to :he depositors have been sent

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company Confirms:

(I) that in the preparation of the accounts for the year ended 31 st March 2013 the applicable accounting standards have been followed.

(II) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(III) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguard of the assets of the Company and for preventing anddetectlng fraud and other Irregularities;

(IV) that the directors have prepared the accounts for the year ended 31 st March 2013 on a''going concern''basis.

CREDIT RATING

Working capital facilities of the Company have been awarded "BBB-* rating by CRISIL which represent positive capacity for timely payment of shortterm debt obligations.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31sl March 2013 Isincluded In this annual report.

LISTING

Your Company is listed with the Bombay Stock Exchange Ltd. at RJ.Towers, Dalai Street, Mumbal - 4D0 001. The Listing Fee for the year 2013- 2014 has been paid by the Company within the time prescribed by the Stock Exchange.

INDUSTRIAL RELATIONS AND PERSONNEL

Your Company continued to enjoy warm and healthy relations with Its employees at all locations. Your Directors take this opportunity to record their appreciation for the outstanding contribution made by the employees at all levels.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217 (2A) of the Companies Act read with the companies (Particulars of Employees) Rules 1975 as amended are set out below:

DISCLOSURE OF PARTICULARS

Informations as per the Companies(Disclosure of particulars in the report of Board of Directors) Rules 1986, relating to Conservation of Energy .Technology Absorption, Foreign Exchange Earnings and Outgo a re given in Annexure-lll forming part of this Report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement entered into with Bombay Stock Exchange Ltd, a Report on Corporate Governance together with a certificate obtained from the Statutory Auditors confirm ing compliance is given in Annex Lire I.

A report in the form of Management Discussion and Analysis Report is annexed hereto as Annexure II and forms part of this report.

DIRECTORS

Shri V N Khanna ,Shri Karthik Athreya and Shri S J Parekh, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves For reappointment as Director liable to retire by rotation.

AUDITORS

The Auditors, M/s. Khandelwal Jain & Co., Chartered Accountants hold office until the conclusion of the forthcoming Annual General Meeting and are recommended for reappointment. Certificate from the Auditors has been received to the effect that their reappointment, If made, would be within the limits prescribed under section 224(1 B) of the Companies Act 1956.

ACKNOWLEDGEM ENT

The Board of Directors thanks the Financial Institutions, Bankers and all the Stakeholders, for their continued co-operation and support to the Company.

For & on behalf of the Board

S. J. Taparia Chairman

Sanjay Dosi Director

B. K. Toshniwal Director

Rajerdra Soman Managing Director

Place: Mumbai

Date : May 30,2013

---

Mar 31, 2012

The Directors have pleasure in presenting the FORTY SECOND ANNUAL REPORT of the Company with the Audited Statement of Accounts for the year ended March 31, 2012.

Rs.In Lacs

2011-2012 2010-2011

FINANCIAL RESULTS

Gross Profit 2350.26 2292.96

Deduction there from:

Interest 560.00 871.35

Depreciation 159.24 142.14

Profit before prior period adjustment 1631.02 1279.46

Prior Period adjustment (0.02) (2.38)

Profit before taxation and exceptional items 1631.03 1281.85

Less

Provision for Taxation

Current Tax 415.00 393.00

Provision for Deferred Tax 22.96 (3.32)

Profit after taxation before exceptional items 1193.07 892.17

Income tax/FBT for earlier years 8.37 (0.16)

Profit after taxation 1184.70 892.33

Surplus b/f from last year 1302.96 1383.18

Dividend distribution tax for earlier year written back 48.17 24.54

Net Profit available for appropriations 2535.83 2300.05

Proposed Dividend for Equity Shares 451.20 369.17

Tax on Proposed Dividend 73.19 59.89

Proposed Dividend for Preference Shares 109.00 58.53

Tax on above proposed Dividend 17.68 9.50

Transfer to General Reserve 500.00 500.00

Balance carried to Balance Sheet 1384.75 1302.96

2523.82 2300.05

DIVIDEND

Your Directors have recommend a Dividend of Rs.0.44/- per equity share for the year ended March 31, 2012 which if approved at the ensuing Annual General Meeting will be paid to i) all the members whose names appear in the Register of Members as on 25th August, 2012 and ii) all those members whose names appears as beneficial owners in the details furnished by National Securities Depository Ltd. and Central Depository Services Ltd. as on close of business hours on 13th August, 2012.

The directors have recommended Dividend on Preference Shares @ Rs. 1/- per share. The total outgo for dividend is Rs. 6.51 crores

FINANCIAL PERFORMANCE: Standalone

The sales and other income for the year under review were Rs 74.34 crores as against Rs 71.69 crores in the previous financial year. The net profit for the year under review is Rs. 11.84 crores as against Rs. 8.92 crores in the previous financial year.

Consolidated

The consolidated revenue for the year under review was Rs. 1007.19 Crores as against Rs. 867.71 Crores in the previous financial year. The net Profit for the year under review is Rs. 38.58 Crores.

SUBSIDIARY COMPANIES

Shinrai Auto Services Ltd (100%), Oricon Properties Pvt Ltd (100%) and United Shippers Limited (50.19%) are the existing subsidiary companies.

The Ministry of Corporate Affairs Government of India vide General circular No. 21 2011 dated 8th February, 2011 has directed that Provision of Section 212 of the Companies Act, 1956 has shall not apply in relation to the Subsidiary of those Companies which fulfill the criteria stipulated in the aforesaid circular.

Therefore Board of Directors in their meeting held on Wednesday 30th May, 2012 given consent for not attaching Annual Report and other particulars of the subsidiary companies with this Annual Report. Further in line with the Listing Agreement and in accordance with Accounting Standard 21 (AS- 21), consolidated Financial Statement prepared by the Company includes financial information of its subsidiaries.

The company will provide the copy Annual report and other document of its subsidiary companies on the request made by any member, investor of the Company/Subsidiary Companies. The annual accounts of the Subsidiary Companies have been kept for inspection by any Shareholder at the registered office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements pursuant to the listing agreement entered into with Bombay Stock Exchange Ltd. and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard are attached hereto.

FIXED DEPOSITS

Your Company was accepting Fixed Deposits from public and shareholders and acceptance of such fixed deposits has been discontinued from the financial year 2009-2010.AII the deposits which matured during the year under the review were repaid, except 12 deposits amounting to Rs. 3,18,000 which remained unclaimed as at March 31,2012 and remains unclaimed on date of this report. Necessary letters to the depositors have been sent.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company Confirms:

(I) that in the preparation of the accounts for the year ended 31st March 2012 the applicable accounting standards have been followed.

(II) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(III) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguard of the assets of the Company and for preventing and detecting fraud and other irregularities;

(IV) that the directors have prepared the accounts for the year ended 31st March 2012 on a 'going concern' basis.

CREDIT RATING

Working capital facilities of the Company have been awarded "BBB- / Stable" rating by CRISIL which represent positive capacity for timely payment of short term debt obligations.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31st March 2012 is included in this annual report.

LISTING

Your Company is listed with the Bombay Stock Exchange Ltd. at P.J.Towers, Dalai Street, Mumbai - 400 001. The Listing Fee for the year 2012 - 2013 has been paid by the Company within the time prescribed by the Stock Exchange.

INDUSTRIAL RELATIONS AND PERSONNEL

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

PARTICULARS OF EMPLOYEES

As none of the employees was paid remuneration exceeding the limit prescribed under Section 217 (2A) of the Companies Act, 1956, hence particulars as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 need not to be given.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement entered into with Bombay Stock Exchange Ltd, a Report on Corporate Governance together with a certificate obtained from the Statutory Auditors confirming compliance is given in Annexure I.

A report in the form of Management Discussion and Analysis Report is annexed hereto as Annexure II and forms part of this report.

DISCLOSURE OF PARTICULARS

Informations as per the Companies(Disclosure of particulars in the report of Board of Directors) Rules 1988, relating to Conservation of Energy .Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure- III forming part of this Report.

DIRECTORS

Shri Susheel G Somani ,Shri B K Toshniwal and Shri Sanjay Dosi, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment as Director liable to retire by rotation.

AUDITORS

The Auditors, M/s. Khandelwal Jain & Co., Chartered Accountants hold office until the conclusion of the forthcoming Annual General Meeting and are recommended for reappointment. Certificate from the Auditors has been received to the effect that their reappointment, if made, would be within the limits prescribed under section 224(1 B) of the Companies Act 1956.

ACKNOWLEDGEMENT

The Board of Directors thanks the Financial Institutions, Bankers and all the Stakeholders, for their continued co-operation and support to the Company.

For & on behalf of the Board

S J Taparia Chairman

B K Toshniwal Director

Sanjay Dosi Director

Rajendra Somani Managing Director

Mumbai

May 30, 2012

---

Mar 31, 2011

The Members

The Directors have pleasure in presenting the FORTY FIRST ANNUAL REPORT of the Company with the Audited Statement of Accounts for the year ended March 31, 2011.

Rs. In Lacs

2010-2011 2009-2010 Rs. Rs.

FINANCIAL RESULTS

Gross Profit 2292.95 1948.68

Deduction there from:

Interest 871.35 402.70

Depreciation 142.14 124.52

Profit before prior period adjustment 1279.46 1421.45

Prior Period adjustment (2.38) (31.31)

Profit before taxation and exceptional items 1281.85 1452.76

Less

Provision for Taxation

Current Tax 393.00 537.14

Provision for Deferred Tax (3.32) (58.13)

Profit after taxation before exceptional items 892.17 973.75

Income tax/FBT for earlier years (0.16) 18.20

Profit after taxation 892.33 955.55

Surplus b/f from last year 1383.18 1312.36 Dividend distribution tax for earlier year written back 24.54 -

Net Profit available for appropriations 2300.05 2267.90

Proposed Dividend for Equity Shares 369.17 329.93

Tax on Proposed Dividend 59.89 54.80

Proposed Dividend for

Preference Shares 58.53

Tax on above proposed Dividend 9.50

Transfer to General Reserve 500.00 500.00

Balance carried to Balance Sheet 1302.96 1383.18

2300.05 2267.90

DIVIDEND (s)

Your Directors have recommend a Dividend of Rs. 0.36 per equity share for the year ended March 31,2011 which if approved at the ensuing Annual General Meeting will be paid to i) all the members whose names appear in the Register of Members as on 24th September, 2011 and ii)all those members whose names appears as beneficial owners in the details furnished by National Securities Depository Ltd. and Central Depository Services Ltd. as on close of business hours on 16th September, 2011.

The Dividend on Preference Shares is on prorata basis. The total outgo for dividend is Rs. 4.97 Crores.

FINANCIAL PERFORMANCE

Standalone

The sales and other income for the year under review were Rs.71.69 crores as against Rs.72.05 crores in the previous financial year.The net profit for the year under review is Rs.8.92 crores as against Rs.9.55 crores in the previous financial year.

Consolidated

The consolidated revenue for the year under review was Rs. 871.13 Crores as against Rs. 575.65 Crores in the previous financial year. The net Profit for the year under review is Rs. 37.24 Crores.

NEW BUSINESS DIVISION

The Company has setup a manufacturing unit, for manufacture of PET Bottles, at MIDC Murbad. PET bottles has been in huge demand especially in Liquor industry for their economic pack of 90 ml bottles. The Commercial Production has been commenced w.e.f. 20th June, 2011.

SHARE CAPITAL

Pursuant to the approval of members by Postal ballot the face value of shares of the Company was sub- divided from Rs. 10/- each to 5 Equity shares of Rs. 21- each.

The Board at its meeting held on 13th June 2011, allotted 21,80,000 Equity Shares, on conversion of Fully Convertible Debentures, accordingly the Issued Capital is increased from Rs. 183420720/- to Rs. 314220720/- comprising of Rs. 205220720/- Equity Share Capital and Rs. 109000000/- Preference shares capital.

SUBSIDIARY COMPANIES

Shinrai Auto Services Ltd (100%), Oricon Properties Pvt Ltd(100%) and United Shippers Limited (50.19%) are the existing subsidiary companies.

The Ministry of Corporate Affairs Government of India vide General circular No. 2/ 2011 dated 8th February, 2011 has directed that Provisions of Section 212 of the Companies Act, 1956 shall not apply in relation to the Subsidiary of those Companies which fulfill the criteria stipulated in the aforesaid circular.

Therefore Board of Directors in their meeting held on Wednesday 10lh August, 2011 given consent for not attaching Annual Report and other particulars of the subsidiary companies with this Annual Report. Further in line with the Listing Agreement and in accordance with Accounting Standard 21 (AS- 21), consolidated Financial Statement prepared by the Company includes financial information of its subsidiaries.

The company will provide the copy Annual report and other document of its subsidiary companies on the request made by any member, investorof the Company/ Subsidiary Companies. The annual accounts of the Subsidiary Companies have been kept for inspection by any Shareholder at the registered office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements pursuant to the listing agreement entered into with Bombay Stock Exchange Ltd. and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard are attached hereto.

FIXED DEPOSITS

Your Company was accepting Fixed Deposits from public and shareholders and acceptance of such fixed deposits has been discontinued from the financial year 2009-2010. All the deposits which matured during the year under the review were repaid, except 12 deposits amounting to Rs. 3,18,000 which remained unclaimed as at March 31,2011 and remains unclaimed on date of this report.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company Confirms:

(I) that in the preparation of the accounts for the year ended 31st March 2011 the applicable accounting standards have been followed.

(II) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(III) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguard of the assets of the Company and for preventing and detecting fraud and other irregularities;

(IV) that the directors have prepared the accounts for the year ended 31st March 2011 on a 'going concern' basis.

CREDIT RATING

Working capital facilities of the Company have been awarded "BBB-/Stable" rating by CRISIL which represent positive capacity for timely payment of short term debt obligations.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31st March 2011 is included in this annual report.

LISTING

Your Company is listed with the Bombay Stock Exchange Ltd. at P.J.Towers, Dalai Street, Mumbai - 400 001. The Listing Fee for the year 2011 - 2012 has been paid by the Company within the time prescribed by the Stock Exchange.

INDUSTRIAL RELATIONS AND PERSONNEL

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

PARTICULARS OF EMPLOYEES

As none of the employees was paid remuneration exceeding the limit prescribed under Section 217 (2A) of the Companies Act, 1956, hence particulars as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 need not to be given.

DISCLOSURE OF PARTICULARS

Informations as per the Companies(Disclosure of particulars in the report of Board of Directors) Rules 1988, relating to Conservation of Energy .Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure- III forming part of this Report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement entered into with Bombay Stock Exchange Ltd, a Report on Corporate Governance together with a certificate obtained from the Statutory Auditors confirming compliance is given in Annexure I.

A report in the form of Management Discussion and Analysis Report is annexed hereto as Annexure II and forms part of this report.

DIRECTORS

Shri Adarsh Somani, Shri Vinod Mimani and Shri Surendra Somani Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment as Director liable to retire by rotation.

AUDITORS

The Auditors, M/s. Khandelwal Jain & Co., Chartered Accountants hold office until the conclusion of the forthcoming Annual General Meeting and are recommended for reappointment. Certificate from the Auditors has been received to the effect that their reappointment, if made, would be within the limits prescribed under section 224(1 B) of the Companies Act 1956.

ACKNOWLEDGEMENT

The Board of Directors thanks the Financial Institutions, Bankers and all the Stakeholders, for their continued co-operation and support to the Company.

For & on behalf of the Board

S J Taparia Chairman

B K Toshniwal Director

Sanjay Dosi Director

Rajendra Somani Managing Director

Mumbai

10th August, 2011

---

Mar 31, 2010

The Directors have pleasure in presenting the FOURTIETH ANNUAL REPORT of the Company with the Audited Statement of Accounts for the year ended March 31, 2010.

Rupees In Lacs

2009-2010 2008-09 Rupees Ruppes

FINANCIAL RESULTS

Gross Profit 1948.68 1193.87 Deduction there from:

Interest 402.70 262.28

Depreciation 124.52 133.87

Profit before prior period adjustment 1421.45 797.72

Prior Period adjustment (31.31) (12.40)

Profit before taxation and ________ ________

exceptional items 1452.76 810.12

Less

Provision for Taxation

Current Tax 537.14 169.30

Provision for Deferred Tax (58.13) (27.74)

Fringe Benefit Tax - 6.50

Profit after taxation before

exceptional items 973.75 662.06

Income tax/FBT for earlier years 18.20 0.79

Exceptional item net of tax - (241.30)

Profit after taxation 955.55 902.57

Surplus b/f from last year 1312.36 1022.44

Net Profit available for appropriations 2267.91 1925.02

Proposed Dividend for Equity Shares 329.93 96.29

Tax on Proposed Dividend 54.80 16.37

Transfer to General Reserve 500.00 500.00

Balance carried to Balance Sheet 1383.18 1312.36

2267.91 1925.02

DIVIDEND

Your Directors have recommend a Dividend of Rs. 1.80 per equity share for the year ended March 31,2010 which if approved at the ensuing Annual General Meeting will be paid to i) all the members whose names appear in the Register of Members as on 11,h December 2010 and ii)all those members whose names appears as beneficial owners in the details furnished by National Securities Depository Ltd. and Central Depository Services Ltd. as on close of business hours on 4th December, 2010.

FINANCIAL PERFORMANCE:

Standalone

The Sales and other income for the year under review were Rs. 72.05 Crores as against Rs. 61.85 Crores in the previous financial year. The net Profit for the year under review is Rs. 9.55 Crores as against Rs. 9.02 Crores in the previous financial year.

Consolidated

The Consolidated revenue for the year under review was Rs. 575.65 Crores as against Rs. 243.58 Crores in the previous financial year. The net Profit for the year under review is Rs. 28.04 Crores as against Rs. 7.83 Crores in the previous financial year. The figure for the year under review and the previous financial year are not comparable as in the year under review new subsidiary and joint venture companies financial results are recorded for.

MERGER/AMALGAMATION:

The Honble High Court Bombay vide its order dated 27th August 2010 has approved the Scheme of merger of Naman Tradvest Pvt Ltd and Zeuxite Investments Pvt Ltd with the Company.

a) In terms of the scheme 57,00,000 (Fifty Seven Lacs) Equity Shares and 30,00,000 (Thirty Lacs) Equity Shares, aggregating to 87,00,000 (Eighty Seven Lacs) Equity Shares of Rs. 10/- each fully paid up aggregating to Rs. 8,70,00,000 /- (Eight Crores Seventy Lacs only) are to be allotted to the shareholders of Naman Tradvest Pvt Ltd and Zeuxite Investment Private Ltd respectively.

b) 19,00,000 (Nineteen Lacs) Compulsorily Convertible Preference Shares of Rs.10/each , 90,00,000 (Ninety Lacs) Compulsorily Convertible Preference Shares of Rs.10/-each , aggregating to 1,09,00,000 (One Crores Nine Lacs) CCPS of Rs. 10/- each fully paid up aggregating to Rs.10,90,00,000/-(Rs.Ten Crores Ninety Lacs Only) are to be allotted to the shareholders of Naman Tradvest Pvt Ltd and Zeuxite Investment Private Ltd respectively.

Accordingly 87,00,000 Equity Shares of Rs. 10/- each and 1,09,00,000 Compulsorily Convertible Preference Shares of Rs. 10/- each have been allotted by the Board of Directors at their meeting held on 17th September, 2010. The Company has also received in - principle approval for listing of 87,00,000 Equity shares from Bombay Stock Exchange. NEW BUSINESS DIVISIONS:

a) Alternate Fuel Plant :

The Company has become a partner of a Limited Liability Partnership named as "CLARIDGE ENERGY LLP" to set up a manufacturing plant to manufacture solid agro briquettes a product used as an alternate fuel/power generation at Jaipur in the state of Rajasthan.

The Production of the unit is expected to commence by end of month of November 2010.

b) Liquid Colorant Plant :

The Company has also set up a state-of-art plant at Murbad Dist. Thane in the State of Maharashtra for manufacturing Liquid Colorants in Collaboration with Colormatrix, UK who are the world leaders in Liquid Colorants for Plastics. The Liquid Colorants are produced using the patented Dosixpress technology and Equipment from Colormatrix. The current installed capacity of the plant is 800 MT per year with further scope for expansion.Trial production has been taken and being a new technology in India the Company is in process of creating market for this product. JOINT VENTURE COMPANY:

During the year the Company has become joint venture partner of Oriental Containers Limited a leading manufacturer of packaging products, with 30% shareholding in that Company. INCREASE IN AUTHORISED SHARE CAPITAL Pursuant to the approval of Scheme of Amalgamation/ Merger of Naman Tradvest Pvt Ltd and Zeuxite Investments Pvt Ltd with the Company the Authorized Share Capital of the Company is increased to Rs. 35,00,00,000/- (Rupees Thirty Five Crores) comprising of 2,39,00,000 (Two Crores Thirty Nine Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each 1,10,00,000/- (One Crore Ten Lacs) Preference Shares of Rs. 10/- (Rupees Ten) each and 10,000 (Ten Thousand) 11% Cumulative Redeemable Preference Shares of Rs. 100/- (Rupees Hundred).

SUBSIDIARY COMPANIES

USL Shinrai Automobiles Ltd. USL Auto Services Ltd are the existing subsidiary companies.

Pursuant to the Scheme of merger of Naman Tradvest Pvt Ltd and Zeuxite Investments Pvt Ltd with the Company National Cotton Products Private Ltd (100%), and United Shippers Limited (50.19%), have become subsidiary of the Company.

United Shippers Limited is engaged in the business of lighterage, stevedoring and logistics - one of the largest services to handle dry cargo.

United Shippers Limited operates through Ports in Gujarat like Navlakhi, Sikka, Dharamtar, Dahanu and MbPT in Maharashtra and Panjim in Goa. It handles various cargos like coal, petcoke, polypropylene polymer, cent, clinter, steel plates and pipes, salt, sugar etc.

The Company has a 100% subsidiary in Dubai - USL Shipping DMCEST and also has various Joint Ventures with Daramtar Infrastructure Ltd., USL NMM Logistics, USL Packaging Limited and CGU Logistics Ltd.

Its strategic investors include Odbow Coal B.V. of USA, Logiscor Limited and Coeclerici Logistics S.p.A. of Italy.

National Cotton Products Private Limited owns plot admeasuring 7080 Sq. meter in prime location of Worli in Mumbai and plans to redevelop the said plbt into a commercial cum residential complex.

Your Company has applied to the Central Government for grant of an exemption to your Company under Section 212(8) of the Companies Act, 1956, from attaching a copy of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors to all the Subsidiary Companies.

Subject to receipt of the approval, aforesaid documents are not being attached with the financial statements of your Company. These documents can be requested by any member, investor of the company / subsidiary company. Further, in line with the Listing Agreement and in accordance with the Accounting Standard 21 (AS- 21), Consolidated Financial Statements prepared by the Company include finacial information of its subsidiaries.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements pursuant to the listing agreement entered into with Bombay Stock Exchange Ltd. and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard are attached hereto.

FIXED DEPOSITS

Your Company was accepting Fixed Deposits from public and shareholders and acceptance of such fixed deposits has been discontinued from the financial year 2009-2010.All the deposits which matured during the year under the review were repaid, except 17 deposits amounting to Rs. 3,59,000 which remained unclaimed as at March 31, 2010 .

Of these 1 Deposit aggregating Rs. 10,000/- have since been repaid on the date of this report.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company Confirms:

(I) that in the preparation of the accounts for the year ended 31s1 March 2010 the applicable accounting standards have been followed.

(II) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(III) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguard of the assets of the Company and for preventing and detecting fraud and other irregularities;

(IV) that the directors have prepared the accounts for the year ended 31s1 March 2010 on a going concern basis.

CREDIT RATING

Working capital facilities of the Company have been awarded BB/positive rating by CRISIL which represent positive capacity for timely payment of short term debt obligations.

CASH FLOW STATEMENT:

In conformity with the provisions of the Listing Agreement the Cash Flow Statement for the year ended 31st March 2010 is included in this annual report.

LISTING

Your Company is listed with the Bombay Stock Exchange Ltd. at P.J.Towers, Dalai Street, Mumbai - 400 001. The Listing Fee for the year 2010 - 2011 has been paid by the Company within the time prescribed by the Stock Exchange.

INDUSTRIAL RELATIONS AND PERSONNEL

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

PARTICULARS OF EMPLOYEES

As none of the employees was paid remuneration exceeding the limit prescribed u/s 217 (2A) of the Companies Act, 1956, hence no particulars as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 need not to be given.

DISCLOSURE OF PARTICULARS

Informations as per the Companies(Disclosure of particulars in the report of Board of Directors) Rules 1988, relating to Conservation of Energy .Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure- III forming part of this Report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement entered into with Bombay Stock Exchange Ltd, a Report on Corporate Governance together with a certificate obtained from the Statutory Auditors confirming compliance is given in Annexure I.

A report in the form of Management Discussion and Analysis Report is annexed hereto as Annexure II and forms part of this report. DIRECTORS

Shri S J Taparia ,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.

AUDITORS

The Auditors, M/s. Khandelwal Jain & Co., Chartered Accountants hold office until the conclusion of the forthcoming Annual General Meeting and are recommended for reappointment. Certificate from the Auditors has been received to the effect that their reappointment, if made, would be within the limits prescribed under section 224(1 B) of the Companies Act 1956.

ACKNOWLEDGEMENT

The Board of Directors thanks the Financial Institutions, Bankers and all the Stakeholders, for their continued co-operation and support to the Company.

For & on behalf of the Board

S J Taparia Chairman

B K Toshniwal Director

Sanjay Dosi Director

Rajendra Somani Managing Director

Mumbai

19th October, 2010