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Notes to Accounts of Oricon Enterprises Ltd.

Mar 31, 2015

1. Term / Right attached to equity Share

The Company has only one class of equity shares having a par value of Rs.2/- per share. Each holder of equity shares is entitled to one vote per share.

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

The Board of Directors, in their meeting on 27th May, 2015, proposed a final dividend of Rs.0.44 per equity share. The proposal is subject to the approval of shareholders at the Annual General Meeting to be held on 19th September, 2015. Further, the total dividend appropriation for the year ended 31st March, 2015 amounted to Rs.69,100,995/- excluding dividend distribution tax.

During the year ended 31st March, 2014, the aggregate amount of per share dividend recognized as distributions to equity shareholders was Rs. 0.44 (i.e., an interim dividend of Rs.0.25 per equity share and a final dividend of Rs.0.19 per equity share). The total dividend appropriation for the year ended 31st March, 2014 aggregated to Rs.45,120,995/- excluding dividend distribution tax.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in the proportion to the number of equity shares held by the shareholders.

2. Terms of conversion / redemption of CCPS

The Company had issued 10,900,000 CCPS of Rs.10 each on 17th September, 2010. CCPS carry a cumulative dividend of 10% p.a. During the current year, the Board of Directors, in their meeting on 30th December, 2014, has allotted 54,500,000 equity shares of face value Rs.2 each at par to the holders of Compulsorily Convertible Preference Shares (CCPS) on account of conversion of 10,900,000 CCPS of face value of Rs.10 each and accordingly has paid a proportionate dividend amounting to Rs.8,152,603/- excluding dividend distribution tax to CCP shareholders. The Company has received listing approval for 54,500,000 equity shares from BSE Limited (formerly known as Bombay Stock Exchange Limited) on 20th February, 2015 and the shares are permitted to trade w.e.f 11th March, 2015. Further, 25% of above 10,900,000 CCPS of face vale Rs.10 each numbering to 13,625,000 equity shares of face value Rs.2 each arising out of conversion of CCPS are kept under lock-in for three years from the date of listing of new shares on the Bombay Stock Exchange.

During the year ended 31st March, 2014, the amount of per share dividend recognized as distributions to CCP shareholders was Rs.1. The total dividend appropriation for the year ended 31st March, 2014 amounted to Rs.10,900,000/- excluding dividend distribution tax.

3. Share held by holding/ultimate holding company and/or their subsidiary/associates

None of the shares of the Company are hold by the Subsidiaries, Associates or Joint Ventures of the Company

4. Indian Rupee Loan from Others (Secured) includes Term Loan amounting to Rs.15,050,034/- taken from NBFC and carries rate of interest @ 13.50%. The tenor of the loan is 39 months. The principal amount is repayable in 36 Equated Monthly Installment of Rs. 5,93,868/- each (including interest) starting from October 2014, fully repayable by September 2017 whereas the interest is payable monthly. The term loan is secured by way of exclusive charge / hypothecation on the asset funded and personal guarantee of one of the director of the Company.

5. Deferred payments credits (Secured) represents Vehicle Loan amounting to Rs.218,732/- taken from Bank and carries interest @ 11.45%. The Loan is repayable in 36 monthly installments. The Loans are secured against hypothecation of Specific Capital Assets i.e. Motor Cars.

6. Deferred payments credits (Secured) represents Vehicle Loan amounting to Rs.1,928,763/- taken from Others and carries interest in the range of 9.74% to 14.76%. The Loan is repayable in 35 to 36 monthly installments. The Loans are secured against hypothecation of Specific Capital Assets i.e. Motor Cars.

7. Loans from Directors grouped under Loans & Advances from related parties (Unsecured) are interest free and are repayable after 31st March, 2018 on demand.

8. Deferred sales tax represents the Certificate of Entitlement issued by the Joint Director of Industries, Konkan Division, Thane on the basis of Section 89 of the Maharashtra Value Added Tax Act 2002 ("M V A T Act") read with rule 81 of the M.V.A.T. Rules 2005 in respect of the manufacturing unit located at Savroli, Post- Khopoli to defer the sales tax liability as per the returns / assessment pertaining to the period from 01-July-2010 to 30-June-2012. The Company shall pay the entire amount in equal annual installments not exceeding five such installments on expiry of 10th year and also as per the provisions of Rules 81 M.V.A.T. Rules 2005.

9. Employment Benefit Plan

Consequent to Accounting Standard 15 "Employee Benefits" (Revised 2005) becoming effective, the Company has made the provision for Defined Contribution Plan and Defined Benefit Plan.

I. Defined Contribution Plan:

During the year, the Company has recognised Rs.6,45,000/- (Previous period Rs.6,46,600/-) towards Superannuation Scheme with Life Insurance Corporation of India and Rs 17,39,830/- (Previous period Rs.16,66,771/-) towards Provident Fund, Employee's State Insurance Scheme, Government Welfare Fund and Employee's Deposit Linked Insurance etc. as Defined Contribution Plan Obligation.

II. Defined Benefit Plan:

Gratuity

Liability is computed on the basis of Gratuity payable on retirement, death and other withdrawals as per the Act and already accrued for past service, with the qualifying wages / salaries appropriately projected, as per the Projected Unit Credit Method.

10. Related Party Disclosure

Disclosure requirement as per Accounting Standard 18 (AS-18) "Related Party Disclosure" notified under Rule 7 of the Companies (Accounts) Rules, 2014:-

A List of Related Parties

(i) Subsidiary Companies

(a) Shinrai Auto Services Ltd. (SASL) & its subsidiary Reay Road Iron & Metal warehousing Pvt Ltd.(w.e.f 04.05.2013)

(b) Oricon Properties Pvt. Ltd. (OPPL)

(c) Oriental Containers Ltd. (OCL) (ceased to be a Joint Venture and becomes a subsidiary w.e.f. 27.03.2015)

(d) United Shippers Ltd. (USL) & its subsidiaries

USL Shipping DMCEST, Dubai Bulk Shipping PTE Ltd, Singapore USL Packaging Ltd, Indi USL NMM Logistics Ltd, India USL Coeclerici Logistics Pvt Ltd, India Shakti clearing Ageng Pvt Ltd. (w.e.f 24.01.2014)

(ii) Joint Venture Companies

(a) Oriental Containers Ltd. (OCL) (ceased to be a Joint Venture and becomes a subsidiary w.e.f. 27.03.2015) (b) Claridge Energy LLP

(iii) Joint Ventures of Company's Subsidiary United Shippers Ltd.

(a) Dharamtar Infrastructure Limited (b) CGU Logistics Ltd (ceased to be a Joint Venture)

(iv) Key Management Personnel

(a) Rajendra Somani Managing Director (b) Sanjay Jain Company Secretary (c) Pramod Sarda (w.e.f 14th November, 2014) Chief Financial Officer

(v) Relatives of Key Management Personnel

(a) Adarsh Somani (b) Surendra Somani

(vi) Key Management Personnel of Subsidiary Company

(a) S. J. Parekh (b) Varun Somani

(vii) Enterprises over which Key Management Personnel & their Relatives exercise significant influence where the Company has entered intoTransactions during the period :

(a) G. Claridge & Co. Ltd (b) Oriental Enterprises (c) Shree Gayatri Trust (d) Kopran Laboratories Ltd. (e) Kopran Limited

11. Contingent Liability

Contingent Liabilities not provided for in respect of:

(a) Guarantees given by Company's Bankers and counter guaranteed by the Company 43,102,500 29,345,000

(b) Disputed demands of Excise Duty & Service Tax 15,998,443 13,668,603

(c) Income Tax disputed in appeals 166,187,299 140,744,962

(d) Assignment of sales tax liability 93,551,864 118,844,503

(e) Letter of Credit 137,769,989 76,275,696

(f) Unfulfilled export commitments 929,465,414 343,459,302

(g) Disputed Freight Tax Liability - 12,402,837

(e) On account of corporate guarantees to a Bank for financial facility extended to Subsidiary Company and a Partnership Company 140,000,000 140,000,000

12. Some of the balances of Trade Receivables, Deposits, Loans & Advances, Trade Payables, Liability for Expenses and Capital Assets are subject to confirmation from the respective parties and consequential reconciliation / adjustment arising there from, if any. The management, however, does not expect any material variation.

13. Sundry Credit Balance written back (Net) amounting to Rs.14,250,194/- are net of sundry debit balances written off amounting to Rs.3,793,102/- (Previous Year Sundry Credit balance written back amounting to Rs.659,489/- are net of Sundry Debit Balances written off amounting to Rs.4,399,357/-)

14. In the opinion of the Management, Current Assets, Loans & Advances are approximately of the value stated if realised in the ordinary course of business. The provision for all known and determined liability is adequate and not in the excess of the amount reasonably required.

15. The Company's pending litigations comprise of claims against the Company and proceedings pending with Statutory and Tax Authorities. The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, whenever required and disclosed the contingent liabilities, whereever applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a material impact on its financial position (Refer note no 29 for details on contingent liabilities).

16. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

17. For the year ended March 31, 2015, there has been no delay in transfering amounts, required to be transferred, to the Investor Education & Protection Fund under relevant provisions of the Companies Act, 2013.

18. Previous Year figures

The previous years figures have been re-classified / re-arranged / re-grouped, wherever necessary to conform to the current years presentation.


Mar 31, 2014

1. Related Party Disclosure

Disclosure requirement as per Accounting Standard 18 (AS-18) "Related Party Disclosure" notified under the Companies (Accounting Standards) Rules, 2006:- A List of Related Parties

(i) Subsidiary Companies

(a) Shinrai Auto Services Ltd. (SASL) & its subsidiary

Reay Road Iron & Metal warehousing Pvt Ltd.(w.e.f 04.05.2013)

(b) Oricon Properties Pvt. Ltd. (OPPL)

(c) United Shippers Ltd. (USL) & its subsidiaries USL Shipping DMCEST, Dubai

Bulk Shipping PTE Ltd, Singapore

USL Packaging Ltd, India

USL NMM Logistics Ltd, India

USL Coeclerici Logistics Pvt Ltd, India

Shakti clearing Ageng Pvt Ltd. (w.e.f 24.01.2014)

(ii) Joint Venture Companies

(a) Oriental Containers Ltd. (OCL)

(b) Claridge Energy LLP

(iii) Joint Ventures of Company''s Subsidiary United Shippers Ltd.

(a) Dharamtar Infrastructure Limited

(b) CGU Logistics Ltd (ceased to be a Joint Venture)

(iv) Key Management Personnel

Rajendra Somani - Managing Director

(v) Enterprises over which Key Management Personnel & their Relatives exercise significant influence where the Company has entered into Transactions during the period :

(a) G. Claridge & Co. Ltd

(b) Oriental Enterprises

(c) Shree Gayatri Trust

(vi) Enterprise in which key Managment Personnel of a Subsidiary Company is common :

Kopran Laboratories Limited

Note : Related Party Relationships have been identified by the Management and relied upon by the Auditors.

2. Contingent Liability

Contingent Liabilities not provided for in respect of:

(a) Guarantees given by Company''s Bankers and

counter guaranteed by the Company - -

(b) Disputed demands of Excise Duty 12,573,094 12,573,094

(c) Income Tax disputed in appeals 101,589,851 54,060,476

(d) Assignment of sales tax liability 118,844,503 154,826,587

(e) On account of corporate guarantees to a Bank for financial

facility extended to Subsidiary Company and a Partnership Company 120,000,000 120,000,000

(f) Letter of Credit 106,939,810 94,247,955

. Micro, Small and Medium Enterprises

On the basis of the information and records available with the Management, the following disclosures are made for the amounts due to the Micro, Small and Medium Enterprises, who have registered with the competent authority.

4. Some of the balances of Trade Receivables, Deposits, Loans & Advances, Trade Payables, Liability for Expenses and Capital Assets are subject to confirmation from the respective parties and consequential reconciliation / adjustment arising there from, if any. The management, however, does not expect any material variation.

5. Sundry Credit balance written back (Net) amounting to Rs.659,849/- are net of sundry debit balances written off amounting to Rs.4,399,357/- (Previous Year Sundry Debit balance written off (Net) amounting to Rs.83,440/- are net of sundry credit balances written back amounting to Rs.506,448/-).

6. In the opinion of the Management, Current Assets, Loans & Advances are approximately of the value stated if realised in the ordinary course of business. The provision for all known and determined liability is adequate and not in the excess of the amount reasonably required.

7. Previous Year figures

The previous period figures have been re-classified / re-arranged / re-grouped, wherever necessary to conform to the current period presentation.


Mar 31, 2013

1. Employment Benefit Plan

Consequent to Accounting Standard 15 "Employee Benefits" (Revised 2005) becoming effective, the company has made the provision for Defined Contribution Plan and Defined Benefit Plan.

I. Defined Contribution Plan:

During the year, the Company has recognised Rs.5,69,500/- (Previous period Rs.3,24,200/-) towards Superannuation Scheme with Life Insurance Corporation of India and Rs. 14,00,750/- (Previous period Rs. 12,57,337/-) towards Provident Fund, Employee''s State Insurance Scheme, Government Welfare Fund and Employee''s Deposit Linked Insurance etc. as Defined Contribution Plan Obligation.

II. Defined Benefit Plan:

Gratuity

Liability is computed on the basis of Gratuity payable on retirement, death and other withdrawals as per (he Act and already accrued for past service, with the qualifying wages/salaries appropriately projected, as perthe Projected Unit Credit Method.

2. Related Party Disclosure

Disclosure requirement as per Accounting Standard 18 (AS-18) "Related Party Disclosure'' notified under the Companies (Accounting Standards) Rules, 2006:-

A List of Related Parties

(I) Subsidiary Companies

(a) Shinrai Auto Services Ltd. (SASL)

(b) Orloon Properties Pvt. Ltd. (OPPL)

(c) United Shippers Ltd. (USL) & its subsidiaries USL Shipping DMCEST, Dubai

Bulk Shipping pte Ltd, Singapore

USL Packaging Ltd, India

USL NMM Logistics Ltd, India (ceased to be a Joint Venture and become Subskfary w.e.f. 30.09.2011)

USL Coeclerlcl Logistics Pvt Ltd, India (w.e.f. 13.04.2011)

(II) Joint Venture Companies

(a) Oriental Containers Ltd. (OCL)

(b) Claridge Energy LLP

(III) Joint Ventures of Company''s subsidiary United Shippers Ltd.

(a) Dharamtar Infrastructure Limited

(b) USL NMM Logistics Ltd, India (ceased to be a Joint Venture and become Subsidiary w.e.f. 30.09.2011)

(c) CGU Logistics Ltd (ceased to be a Joint Venture)

(Iv) Key Management Personnel

Rajendra Somanl Managing Director

(v) Enterprises over which Key Management Personnel & their Relatives exercise significant influence where the Company has entered into Transactions during the period:

(a) G. Claridge & Co. Ltd

(b) Oriental Enterprises

(c) Shree Gayatri Trust

Note : Related Party Relationships have been identified by the Management and relied upon by the Auditors.

3 Micro, Small and Medium Enterprises

On the basis of trie information and records available with the Management, the following disclosures are made for the amou nts due to the Micro, Small and Medium Enterprises, who have registered with the competent authority

4 Some of the balances of Trade Receivables, Deposits, Loans & Advances, Trade Payables, Liability for Expenses and Capital Assets are subject to confirmation from the respective parties and consequential reconciliation/adjustment arising there from, if any. The management, however, does not expect any material variation.

5 In the opinion of the Management, Current Assets, Loans & Advances are approximately of the value stated it realised in the ordinary courss of business. The provision for all known and determined liability is adequate and not in the excess of Ihe amount reasonably required.

6 Sundry Debit balances written off (Net) amounting to Rs.80 440/- are net of sundry credit balances written back amounting to Rs.5,06,448/- (Previous Year Sundry Debit balance written off (Net) amounting to Rs.17,01,661 /- are net of sundry credit balances written back amounting to Rs.7,17,103/-)-

7 Previous Year figures

Trie previous period figures have been re-classified / re-arranged / re-grouped, wherever necessary to conform to tie current period presentation.


Mar 31, 2012

1 Employment Benefit Plan

Consequent to Accounting Standard-15-"Employee Benefits" (Revised 2005) becoming effective, the company has made the provision for Defined Contribution Plan and Defined Benefit Plan.

I. Defined Contribution Plan:

During the year the company has recognised Rs.3,24,200/- (Previous period Rs.3,08,700/-) towards Superannuation Scheme with Life Insurance Corporation of India and Rs.12,57,337/- (Previous period Rs.10,55,421/-) towards Provident Fund, Employee's State Insurance Scheme, Government Welfare Fund and Employee's Deposit Linked Insurance etc. as Defined Contribution Plan Obligation.

II. Defined Benefit Plan:

Gratuity

Liability is computed on the basis of Gratuity payable on retirement, death and other withdrawals as per the Act and already accrued for past service, with the qualifying wages/salaries appropriately projected, as per the Projected Unit Credit Method.

2 Related Party Disclosure

Disclosure requirement as per Accounting Standard 18 (AS-18) "Related Party Disclosure" issued by the Institute of Chartered Accountants of India.

A List of Related Parties

(i) Subsidiary Companies

(a) Shinrai Auto Services Ltd. (SASL) (Formerly known as USL Shinrai Automobiles Ltd. (USAL))

(b) Oricon Properties Pvt. Ltd. (OPPL) (Formerly known as National Cotton Products Pvt. Ltd. (NCPPL)

(c) United Shippers Ltd. (USL) & its subsidiaries USL Shipping DMCEST, Dubai

Bulk Shipping PTE Ltd, Singapore

USL Packaging Ltd, India (ceased to be a Joint Venture and become Subsidiary w.e.f. 01.04.2010)

USL NMM Logistics Ltd, India (ceased to be a Joint Venture and become Subsidiary w.e.f. 30.09.2011)

USL Coeclerici Logistics Pvt Ltd, India (w.e.f. 13.04.2011)

(ii) Joint Venture Companies

(a) Oriental Containers Ltd. (OCL)

(b) Claridge Energy LLP (w.e.f. 14.07.2010)

(iii) Joint Ventures of Company's subsidiary United Shippers Ltd.

(a) Dharamtar Infrastructure Limited

(b) USL NMM Logistics Ltd, India (ceased to be a Joint Venture and become Subsidiary w.e.f. 30.09.2011)

(c) CGU Logistics Ltd

(d) USL Packaging Ltd, India (ceased to be a Joint Venture and become Subsidiary w.e.f. 01.04.2010)

(iv) Key Management Personnel

Rajendra Somani Managing Director

(v) Enterprises over which Key Management Personnel & their Relatives exercise significant influence where the Company has entered into Transactions during the period :

(a) G. Claridge & Co. Ltd

(b) Oriental Enterprises

(c) Kopran Ltd

(d) Shree Gayatri Trust

Note: Related Party Relationships have been identified by the Management and relied upon by the Auditors.

3 Estimated amount of contracts remaining to be executed

31st March, 2012 31st March, 2011

Estimated amount of contracts remaining to be executed - - on Capital Account and not provided for (Net of Advances)

4 Contingent Liability

Contingent Liabilities not provided for in respect of:

a) Guarantees given by Company's Bankers and counter guaranteed by the Company - -

b) Disputed demands of Excise Duty 12,573,094 12,573,094

c) Income Tax demands disputed in appeals 9,221,074 9,221,074

d) Assignment of sales tax liability 256,497,454 260,107,542

e) On account of corporate guarantees to a Company for financial 40,000,000 40,000,000 facility extended to subsidiary Company

f) Letter of Credit 100,780,863 101,158,000

5 During the year, the Company has received a notice from Reserve Bank of India for contraventions of provisions of Foreign Exchange Management Act, 1999 in relation to foreign inward remittance of Rs.353,596,036/- in the year 2009 - 2010, giving Company an opportunity to make a compounding application to Reserve Bank of India. The Company filed a compounding application with Reserve Bank of India pursuant to which a personal hearing in the matter was held on 21st March, 2012 with the Compounding Authority and the final order from the Compounding Authority is still awaited. The Management does not expect a liability in this regard.

6 Some of the balances of Trade Receivables, Deposits, Loans & Advances, Trade Payables, Liability for Expenses and Capital Assets are subject to confirmation from the respective parties and consequential reconciliation/adjustment arising there from, if any. The management, however, does not expect any material variation.

7 In the opinion of the Management, Current Assets, Loans & Advances are approximately of the value stated if realised in the ordinary course of business. The provision for all known and determined liability is adequate and not in the excess of the amount reasonably required.

8 Sundry Debit balances written off (Net) amounting to Rs. 17,01,661/- are net of sundry credit balances written back amounting to Rs. 7,17,103/- (Previous Year Sundry Debit balance written off (Net) amounting to Rs. 3,22,337/- are net of sundry credit balances written back amounting to Rs.10,929/-).

9 Previous Year figures

The financial statements for the year ended 31st March, 2011 had been prepared as per the then applicable pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the financial statement for the year ended 31st March, 2012 are prepared as per the Revised Schedule VI. Accordingly, the Company has reclassified previous years figures to conform to this year's classification. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it significantly impacts presentation and disclosures made in the financial statements.


Mar 31, 2011

Year ended Year ended 31.03.2011 31.03.2010

1 Contingent Liabilities not provided for in respect of:

a) Guarantees given by Company's Bankers and counter guaranteed by the Company - 1,700,000

g) The Company has provided guarantee / security to the extent of Rs.Nil (P.Y. Rs.65,00,00,000/-) by way of mortgage of its property situated at Worli and pledge of Nil (P.Y. 49,68,216) equity shares held in subsidiary company, as a guarantor for the financial assistance provided by a lender to M/s. G. Claridge & Co. Ltd. and Oricon Properties Private Limited (a subsidiary company). The outstanding financial assistance by a lender to said companies as at 31.03.11 is Rs. Nil (P.Y. Rs.26,00,00,000/-).

2 Some of the balances of Sundry Debtors, Deposits, Loans & Advances, Sundry Creditors are subject to confirmation from the respective parties and consequential reconciliation/adjustment arising therefrom, if any. The management, however, does not expect any material variation.

3 There are no Micro, Small & Medium Enterprises, to whom the Company owes dues on account of principal amount together with interest as at the Balance sheet date. This has been determined to the extent such parties have been identified on the basis of information available with the Company.

4 In the opinion of the Management, Current Assets, Loans Advances are appromixately of the value stated if realised in the ordinary course of business. The provision for all known and determined liability is adequate and not in the excess of the amount reasonably required.

5 The Shares / Debentures held as investment by the Company have been classified as Long term Investment by the Management. No provision for the diminution, in the value of other investment has been made in the accounts as the Management is of the view that such diminiution is not of permanent nature and the same is not intended to be traded.

6 Sundry Debit balances written back (Net)' amounting to Rs.3,22,337 /- are net of sundry credit balances written back amounting to Rs. 10,929/-. (Previous Year 'Sundry credit balances written back (Net)' amounting to Rs.48,44,908/- are net of sundry debit 'balances written off amounting to Rs.2,01,234/-).

7 During the period, the company has reviewed its fixed assets for impairment loss as required by Accounting Standards 28 "Impairment of Assets". In the opinion of management no provision for impairment loss is considered necessary.

8 Subsequent to the Balance Sheet date, the Company at its Board meeting held on 13th June, 2011 has converted 15%, 21,80,000 fully convertible debentures into 21,80,000 equity shares of Rs. 10/- each fully paid up at a premium of Rs. 152.20 per share and allotted to M/s. Clearwater Capital Partners Singapore Fund III Private Limited. These equity shares allotted on conversion of Debentures (FCDs) ranks pari passu in all respects including as to dividend with the existing fully paid equity shares of the face value Rs. 10/- each of the Company subject to relevant provisions contained in Articles of Association of the Company.

9. The Authorised Share Capital of the Company stands increased from Rs. 28,85,00,000/- comprising of 2,87,50,000 Equity Shares of Rs. 10/- each and 10,000 11% Cumulative Redeemable Preference Shares of Rs. 100/- each, to Rs. 35,00,00,000/- comprising of 2,39,00,000 Equity Shares of Rs. 10/- each, 1,10,00,000 Preference Shares of Rs. 10/- each and 10,000 11% Cummulative Redeemable Preference Shares of Rs. 100/- each, w.e.f. 9th September, 2010 being the effective date for scheme of amalgamation of Naman Tradevest Private Limited (NTPL) and Zeuxite Investments Private Limited (ZIPL) with the Company, approved by Hon'ble High court of judicature at Bombay dated 27th August, 2010. However the process of filing of necessary Form with Registrar of Companies and payment of the applicable filing fee and stamp duty were pending as at 31st March, 2011 which have been subsequently completed on 30th April, 2011.

10 (a) During the year on 17th September, 2010, the Company has allotted 1,09,00,000,10% Compulsorily Convertible Preference Shares (CCPS) of Rs.10/-each, fully paid, which were lying in the Share Capital Suspense Account as at 31st March, 2010.

(b) The CCPS shall be converted into equity shares in the ratio of one (1) new equity share of the face value of Rs.10/- each of the Company for every one (1) CCPS of the face value of Rs.10/- each credited as fully paid up.

('c) Out of the total 1,09,00,000,10%, 19,00,000 CCPS are convertible Into equity shares anytime after 1 st April, 2011 but within a period of five years from the date of allotment I.e. 17th September, 2010, 30,00,000 CCPS are convertible Into equity shares anytime after 1 st April, 2012 but within a period of five years from the date of allotment I.e. 17th September, 2010 on equal proportionate basis amongst CCPS holders to the extent of their holding In the Company and 60,00,000 are convertible Into equity shares anytime after 1 st April, 2013 but within a period of five years from the date of allotment I.e. 17th September, 2010 on equal proportionate basis amongst CCPS holders to the extent of their holding In the Company.

(d) 25% of above 1,09,00,000 CCPS numbering to 27,25,000 equity shares arising out of conversion of CCPS shall be kept under lock- In for three years from the date of listing of new shares on the Bombay Stock Exchange.

11 (a) In view of amalgamation of Naman Tradevest Pvt. Ltd. (NTPL) & Zeuxite Investment Pvt. Ltd. (ZIPL) with the Company in the previous year with effect from 1st October, 2009, the figures of current year are not comparable with the previous year's figures as the current year figures consist of 12 months transactions whereas the previous year consist of 6 months transactions.

(b) Figures of the previous year have been re-grouped, re-classified and re-arranged wherever necessary.

12 The disclosure in respect of Segment information as per Accounting Standard -17 on "Segment Reporting" issued by the Institute of Chartered Accountants of India for the period ended 31st March, 2011 is given as follows :

(a) Business Segments :

13 Related Party Disclosure

Disclosure requirement as per Accounting Standard 18 (AS-18) "Related Party Disclosure" issued by the Institute of Chartered Accountants of India.

A List of Related Parties

1) Subsidiary Companies

a. Shinrai Auto Services Ltd. (SASL) (Formerly known as USL Shinrai Automobiles Ltd. (USAL))

b. USL Auto Services Ltd. (UASL) [ceased to be subsidiary w.e.f. 01.04.2010)

c. Oricon Properties Pvt. Ltd. (OPPL) (Formerly known as National Cotton Products Pvt. Ltd. (NCPPL)

d. United Shippers Ltd. (USL) & its subsidiaries USL Shipping DMCEST, Dubai

Bulk Shipping PTE Ltd, Singapore

USL Packaging Ltd, India (ceased to be a Joint Venture and become Subsidary w.e.f. 01.04.2010)

2) Joint Venture Companies

a. Oriental Containers Ltd. (OCL)

b. Claridge Energy LLP (w.e.f. 14.07.2010)

3) Joint Ventures of Company's subsidiary United Shippers Ltd.

a. Dharamtar Infrastructure Limited

b. USL NMM Logistics Ltd

c. CGU Logistics Ltd

d. USL Packaging Ltd, India (ceased to be a Joint Venture and become Subsidary w.e.f. 01.04.2010)

4) Key Management Personnel

Rajendra Somani Managing Director

5) Enterprises over which Key Management Personnel & their Relatives exercise significant influence where the Company has entered into Transactions during the year:

a. G. Claridge & Co. Ltd

b. Oriental Enterprises

c. Kopran Ltd

d. Shree Gayatri Trust

Note : Related Party Relationships have been identified by the Management and relied upon by the Auditors.

14 The Company has received approval from the shareholders on 22nd March, 2011 regarding sub-division of equity shares from Rs. 10/ - each to Rs. 21- per share and consequent amendment in the authorized share capital of the Company, the Issued, Suscribed and Paid- up Equity Shares of the Face Value of Rs. 10/- each to face value of Rs. 21- each. Accordingly subsequent to the Balance Sheet date on the record date i.e. 15th July, 2011 the authorized share capital of the Company, the issued, Subscribed and Paid-up Equtiy Shares of the Face Value of Rs. 10/- each has been sub-divided into the five equity shares of the face of Rs. 21- each.

15 Consequent to Accounting Standard-15-"Employee Benefits" (Revised 2005) becoming effective, the company has made the provision for Defined Contribution Plan and Defined Benefit Plan.

I. Defined Contribution Plan:

During the year the company has recognised Rs.3,08,700/- (Previous year Rs.2,93,600/-) towards Superannuation Scheme with Life Insurance Corporation of India and Rs.10,55,421/- (Previous period Rs.10,10,636/-) towards Provident Fund, Employee's State Insurance Scheme, Government Welfare Fund and Employee's Deposit Linked Insurance etc. as Defined Contribution Plan Obligation.

(a) Licenced and installed capacities are based on maximum utilisation of Plant & Machinery on Annual basis.

(b) Installed capacities are as certified by the Management and accepted by the Auditors being technical matter.

(c) Production figures in tonnes are estimated from the respective quantities in numbers by applying standard tonnage ratios used by the Company.


Mar 31, 2010

Year ended Year ended 31.03.2010 31.03.2009 Rupees Rupees

1. Estimated amount of contracts remaining to be executed 16,369,699 4,274,558 on Capital Account and not provided for (Net of Advances)

2.Contingent Liabilities not provided for in respect of:

a) Guarantees given by Companys Bankers and counterguaranteed by the Company 1,700,000 1,702,500

b) Disputed demands of Excise Duty 12,573,094 12,573,094

c) Income Tax demands disputed in appeals 10,524,196 45,711,168

d) Assignment of sales tax liability 274,954,119 280,566,289

e) On account of corporate guarantees to a Company for financial 40,000,000 40,000,000 facility extended to subsidary Company

f) Letter of Credit 91,062,136

g) The Company has provided guarantee / security to the extent of Rs. 65,00,00,000/- (P.Y. Rs. 65,00,00,000/-) by way of mortgage of its property situated at Worli and pledge of 49,68,216 (P.Y. 23,25,600) equity shares held in subsidary Company (P.Y. associate Company), as a guarantor for the financial assistants provided by a lender to M/s. G.CIardige & Co. Ltd. and National Cotton Products Private Limited (a subsidiary company). The outstanding financial assistance by a lender to said companies as at 31st March, 2010 is Rs. 26,00,00,000/-

3 Some of the balances of Sundry Debtors, Deposits, Loans & Advances, Sundry Creditors are subject to confirmation from the respective parties and consequential reconciliation/adjustment arising therefrom, if any. The management, however, does not expect any material variation.

4 There are no Micro, Small & Medium Enterprises, to whom the Company owes dues on account of principal amount together with interest as at the Balance sheet date. This has been determined to the extent such parties have been identified on the basis of information available with the Company.

5 In the opinion of the Management, Current Assets, Loans Advances are appromixately of the value stated if realised in the ordinary course of business. The provision for all known and determined liability is adequate and not in the excess of the amount reasonably required.

6 The Shares / Debentures held as investment by the Company have been classified as Long term Investment by the Management. No provision for the diminution, in the value of other investment has been made in the accounts as the Management is of the view that such diminiution is not of permanent nature and the same is not intended to be traded.

7 Sundry credit balances written back (Net) amounting to Rs.48,44,908/- are net of sundry debit balances written off amounting to Rs.2,01,234/-. (Previous Year Sundry debit balances written off (Net) amounting to Rs.34,55,921/- are net of sundry credit balances written back amounting to Rs.47,61,920/-).

8 During the year the Company has written off Rs. 1,82,69,798/- towards expenditure on Voluntary Retirement Scheme (VRS) in accordance with Accounting Standard 15 (Revised) Employee Benefits issued by the Institute of Chartered Accountants of India, according to which such expenditure can not be carried forward after 31.03.2010. Hithereto, the expenditure on VRS was being written off over a period of 10 years. As a result, the profit of the Company for the year is lower by Rs.1,26,79,859/- and manufacturing and other expenditure is higher to the same extent.

9 Issue of convertible debentures:

During the year, the Company had issued on preferential basis, 21,80,000 fully convertible debentures (FCDs) carrying an option to subscribe to equivalent number of equity shares of Rs. 10/- each on a future date, to M/s. Clearwater Capital Partners Singapore Fund III Private Limited. The Company has allotted 21,80,000 fully convertible debentures to M/s. Clearwater Capital Partners Singapore Fund III Private Limited at its Board meeting held on 14th December, 2009. The other terms and conditions of the convertible debetures issued are as follows:

(a) The relevant date for the purpose of pricing of the issue of the debentures (FCDs) in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 is 31st October, 2009, being 30 (thirty) days prior to 30th November, 2009 (i.e. 30 days prior to the date on which the meeting of the general body of the shareholdes is held in terms of section 81 (1 A) of the Companies Act, 1956 to consider the issue.

(b) The Board has alloted debentures (FCDs) at a price of Rs. 162.20 per debenture (FCDs) which entitle the holder to subscribe to one equity share of the face value of Rs. 10/- each at a price of Rs. 162.20 (including premium of Rs. 152.20) per equity share of the company against each debenture. Each debenture shall have a coupon rate of 15 % p.a.

(c) Entire amount is payable upon subscription of the debentures (FCDs) in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

(d) The debentures shall be convertible into equity shares of the company at the discretion of the holders, without any further approval of the shareholders prior to or at the time of conversion.

(e) The tenure of the Debentures (FCDs) shall not exceed 18 months from the date of their allotment.

(f) The Debentures (FCDs) by itself does not give to the holder thereof any rights of the shareholders of the Company.

(g) In the event the Company making a bonus issue of shares or making a right issue of shares / convertible debenturesor any other securities or any other corporate restructuring or arrangement including merger / demerger / acquisitions, in whatever proportion prior to the exercise of the rights attached to the debentures (FCDs), the entitlement of the holders shall stand augmented in the same proportion in which equity share capital of the Company increases as a consequences of such bonus / rights issue / corporate restructuring and that the exercise price of the debentures (FCDs) be adjusted accordingly, subject to such approvals as may be required,

(h) The equity shares allotted on conversion of Debentures (FCDs) in terms of this resolution shall rank pari passu in all respects including as to dividend with the existing fully paid equity shares of the face value Rs.10/- each of the Company subject to relevant provisions contained in Articles of Association of the Company.

(k) Expenses pertaining to the issue of debentures amounting to Rs. 1,39,80,366/- after net of tax of Rs.47,51,926/- i.e. Rs.92,28,440/ - has been written off against balance available in Share Premium account.

10 Amalgamation of Companies

(a) (i) The Honble High court of judicature at Bombay has vide its order dated 27th August, 2010 approved the scheme of amalgamation

of Naman Tradevest Private Limited (NTPL) and Zeuxite Investments Private Limited (ZIPL), which were primarily engaged in the business of buying, selling, investing and trading in shares and securities, with the Company. The said scheme is operative from the appointed date i.e. 1 st October, 2009. The effective date of the scheme is 9th September, 2010 i.e. the date of filing certified copies of the orders of High Court of Judicature at Bombay with the Registrar of Companies, Maharashtra at Mumbai. The effect of the said scheme has been given in the books of accounts for the year ended 31st March, 2010.

(ii) Erstwhile Naman Tradevest Private Limited (NTPL) is amalgamated with the Company with effect from, appointed date 1st October, 2009. As on the appointed date, NTPL was holding and was beneficial owner of 37,94,400 equity shares (i.e. 62% of equity share capital) of National Cotton Products Pvt Ltd (NCPPL) out of which 19,33,904 equity shares were pending transfer in the name of NTPL. Due to amalgamation of NTPL with the Company, the said shares of NCPPL stands transferred to the Company w.e.f. 1 st October, 2009 and thus together with the 38% of equity shares held by the company, NCPPL has become 100% subsidiary of the Company.

(iii) Erstwhile Zeuxite Investments Private Limited (ZIPL) is amalgamated with the Company with effect from, appointed date 1st October, 2009. As on the appointed date, ZIPL was holding and was beneficial owner of 29,69,552 equity shares (i.e. 50.19% of equity share capital) of United Shippers Ltd (USL) out of which 17,60,312 equity shares were pending transfer in the name of ZIPL. Due to amalgamation of ZIPL with the Company the shares of USL stands transferred to the Company w.e.f. 1 st October, 2009 and thus USL has become subsidiary of the Company with 50.19% of equity capital.

(b) Upon the scheme becoming effective w.e.f. 9th September, 2010, the Authorised Share Capital of NTPL of Rs.2,00,00,000/- comprising of 20,00,000 Equity Shares of Rs.10/- each & the Authorised Share Capital of ZIPL of Rs.3,00,00,000 comprising of 30,00,000 Equity Shares of Rs. 10/- each stands transferred and credited to Authorised Share Capital of the Company. Accordingly the Authorised Share

Capital of the Company is increased from Rs.23,85,00,000/- comprising of 2,37,50,000 Equity Shares of Rs. 101- each and 10,000 11 % Cummulative Redeemable Prefrence Shares of Rs.100/- each, to Rs.28,85,00,000/- comprising of 2,87,50,000 Equity Shares of Rs.10/- each and 10,000 11% Cummulative Redeemable Preference Shares of Rs.100/- each.

(c) The Company has further proposed to increase its Authorised Share Capital from Rs.28,85,00,000/- comprising of 2,87,50,000 Equity Shares of Rs.10/- each and 10,000 11% Cummulative Redeemable Preference Shares of Rs.100/- each, to Rs.35,00,00,000/- comprising of 2,39,00,000 Equity Shares of Rs. 10/- each, 1,10,00,000 Preference Shares of Rs. 10/- each and 10,00011 % Cummulative Redeemable Prefrence Shares of Rs.100/- each. For increase of additional authorised capital of Rs.6,15,00,000/- the Company is in the process of filing of necessary forms with Registrar of Companies and payment of applicable filing fee and stamp duty.

(d) In accordance with the scheme of Amalgamation, 57,00,000/- equity shares and 19,00,000 10% Compulsorily Convertible Preference Shares (CCPS), of Rs.10/- each fully paid were to be issued to the shareholders of NTPL in the ratio of 3 equity shares of Rs.10/- each and 1 CCPS of Rs.10/- each, fully paid, for every 1 equity share of Rs.10/- each held by them in NTPL and 30,00,000/- equity shares and 90,00,000 10% Compulsorily Convertible Preference Shares (CCPS) of Rs.10/- each fully paid, were to be issued to the shareholders of ZIPL in the ratio of 1 equity share of Rs.10/- each and 3 CCPS of Rs.10/- each, fully paid for every 1 equity share of Rs. 101- each held by them in ZIPL. Pending allotment as at 31 st March, 2010, the amount has been included in Share Capital Suspense in Schedule 1A. These equity shares and CCPS were allotted on 17th September, 2010.

(e) In accordance with the accounting treatment specified in the scheme, the assets and liabilities of NTPL have been vested in the Company with effect from the appointed date i.e. 1st October, 2009 and have been recorded at their respective fair value as on the appointed date and the excess of, the fair value of the net assets of NTPL amounting to Rs. 123,69,00,000/- after adjusting value of 57,00,000 equity shares of Rs.10/- each amounting to Rs.5,70,00,000/- and value of 19,00,000 CCPS of Rs.10/- each amounting to Rs. 1,90,00,000/- aggregating to Rs.7,60,00,000/-, of the Company to be issued to the shareholders of NTPL, amounting to Rs. 116,09,00,000/- has been credited to Capital Reserve as required by the purchase method of accounting specified in Accounting Standard 14 "Accounting for Amalgamation" issued by the Institute of Chartered Accountants of India.

(f) In accordance with the accounting treatment specified in the scheme, the assets and liabilities of ZIPL have been vested in the Company with effect from the appointed date i.e. 1st October, 2009 and have been recorded at their respective fair value as on the appointed date and the excess of, the fair value of the net assets of ZIPL amounting to Rs. 195,60,00,000/- after adjusting value of 30,00,000 equity shares of Rs.10/- each amounting to Rs.3,00,00,000/- and value of 90,00,000 CCPS of Rs.10/- each amounting to Rs.9,00,00,000/- aggregating to Rs. 12,00,00,000/-, of the Company to be issued to the shareholders of ZIPL, amounting to Rs.183,60,00,000/- has been credited to Capital Reserve as required by the purchase method of accounting specified in Accounting Standard 14 "Accounting forcAmalgamation" issued by the Institute of Chartered Accountants of India.

(g) According to accounting treatment specified in the scheme, all cost, charges and expenses of the Company, NTPL and ZIPL amounting to Rs.2,35,90,348/- after net of tax of Rs.78,36,124/- i.e. Rs. 157,54,224/-, incurred in relation to or in connection with the scheme and of carrying out and completing the terms and povisions of the scheme and / or incidental to the completion of merger of the NTPL and ZIPL in pursuance of this scheme borne and paid by the Company, has been adjusted from aforesaid amount of Capital Reserve.

(h) Out of the total consideration of 87,00,000 equity shares and 1,09,00,000 10% Compulsorily Convertible Preference Shares (CCPS) collectively to NTPL and ZIPL, 25 % of 87,00,000 equity shares numbering to 21,75,000 equity shares and 25% of 1,09,00,000 CCPS numbering to 27,25,000 equity shares arising out of conversion of CCPS shall be kept under lock-in for three years from the date of listing of new shares on the Bombay Stock Exchange.

(i) The CCPS shall be converted into equity shares in the ratio of one (1) new equity share of the face value of Rs.10/- each of the Company - for every one (1) CCPS of the face value of Rs.10/- each credited as fully paid up.

(j) Out of the total 1,09,00,000,10% CCPS, 19,00,000 CCPS of NTPL are convertible into equity shares anytime after 1st April, 2011 but within a period of five years from the date of allotment i.e. 17th September, 2010, 30,00,000 CCPS of ZIPL are convertible into equity shares anytime after 1st April, 2012 but within a period of five years from the date of allotment i.e. 17th September, 2010 on equal proportionate basis amongst CCPS holders to the extent of their holding in the Company and 60,00,000 CCPS of ZIPL are convertible into equity shares anytime after 1st April, 2013 but within a period of five years from the date of allotment i.e. 17th September, 2010 on equal proportionate basis amongst CCPS holders to the extent of their holding in the Company.

11 In view of amalgamation of Naman Trafevest Pvt Ltd (NTPL) & Zeuxite Investment Pvt Ltd (ZIPL) with the Company with effect from 1st October, 2009, the figures of current year are not comparable with the previous years figures. Figures of the previous year have been re-grouped, re-classified and re-arranged wherever necessary.

13 During the period, the company has reviewed its fixed assets for impairment loss as required by Accounting Standards 28 "Impairment of Assets". In the opinion of management no provision for impairment loss is considered necessary.

15 Related Party Disclosure

Disclosure requirement as per Accounting Standard 18 (AS-18) "Related Party Disclosure" issued by the Institute of Chartered Accountants of India.

A Names of the Related Parties and nature of relationship:

1) Subsidiary Companies

a. USL Shinrai Automobiles Ltd. (USAL)

b. USL Auto Services Ltd. (UASL)

c. National Cotton Products Pvt. Ltd. (NCPPL) (w.e.f. 01.10.2009)

d. United Shippers Ltd. (USL) & its subsidiaries (w.e.f. 01.10.2009)

- USL Shipping DMCEST, Dubai

- Bulk Shipping PTE Ltd, Singapore

2) Associate Company

a. National Cotton Products Pvt. Ltd. (NCPPL) (upto 30.09.2009)

3) Joint Venture Company

a. Oriental Containers Ltd. (OCL) (Ceased to be subsidiary w.e.f. 09.09.2009 and becomes a jointly controlled entity)

4) Joint Venture of Companys subsidiary United Shippers Ltd.

a. USL NMM Logistics Ltd

b. CGU Logistcis Ltd

c. USL Packaging Ltd

d. Dharamtar Infrastructure Ltd

5) Key Management Personnel

Rajendra Somani Managing Director

6) Enterprises over which Key Management Personnel & their Relatives exercise significant influence where the Company has entered into Transactions during the period :

a. G. Claridge & Co. Ltd

b. Oriental Enterprises

c. Kopran Ltd

d. Shree Gayatri Trust

Note : Related Party Relationships have been identified by the Management and relied upon by the Auditors.

18 Consequent to Accounting Standard-15-"Employee Benefits" (Revised 2005) becoming effective, the company has made the provision for Defined Contribution Plan and Defined Benefit Plan.

I. Defined Contribution Plan:

During the year the company has recognised Rs.2,93,600/- (Previous period Rs.2,61,700/-) towards Superannuation Scheme with Life Insurance Corporation of India and Rs.11,09,337/- (Previous period Rs.9,40,699/-) towards Provident Fund, Employees State Insurance Scheme, Government Welfare Fund and Employees Deposit Linked Insurance etc. as Defined Contribution Plan Obligation.

 
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