50Th Annual Report 2019 - 2020 Board of Directors Mr
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50TH ANNUAL REPORT 2019 - 2020 BOARD OF DIRECTORS MR. SUSHEEL G. SOMANI Chairman MR. RAJENDRA SOMANI Managing Director MR. ADARSH SOMANI Joint Managing Director MR. B. K. TOSHNIWAL Executive Director MR. VINOD MIMANI Independent Director MR. K.G. GUPTA Independent Director MR. N. GANGA RAM Independent Director MRS. SUJATA PAREKH KUMAR Director MR. VARUN SOMANI Director MR. VIJAY BHATIA Independent Director MRS. MAMTA BIYANI Independent Director MR. VIKRAM PAREKH Independent Director COMPANY SECRETARY MR. SANJAY JAIN CHIEF FINANCIAL OFFICER MR. B. M. Gaggar BANKERS RBL Bank Limited Central Bank of India Kotak Mahindra Bank Limited Punjab National Bank STATUTORY AUDITORS SECRETARIAL AUDITOR S G N & Co. Ms. Nirali Mehta, Chartered Accountants, Mumbai Practicing Company Secretary COST AUDITOR M/s Dilip M. Malkar & Co. Cost Accountants REGISTERED OFFICE WORKS 1076, DR. E. MOSES ROAD, VILLAGE - SAVROLI, WORLI, MUMBAI - 400 018. KHOPOLI - 410 203. CIN-L28100MH1968PLC014156 Email: [email protected] M.I.D.C., MURBAD, Website : www.oriconenterprises.com DIST. THANE. Tel. No. : +91-22-43662200 Fax No. : +91-22-24963055 Kundiam Industrial Estate Kundiam, Goa. IDCO, KHORDA ODISHA CONTENTS PAGE NO. Notice of AGM 2-9 Directors’ Report 10-15 Annexure to Directors’ Report 16-30 Management Discussion & Analysis Report 31-32 Corporate Governance Report & Secretarial Audit Report 33-49 Business Responsibility Report 50-55 Certificates 56-57 Statutory Auditor’s Report 58-63 Balance Sheet, Statement of Profit and Loss, Cash Flow 64-67 Notes to the Financial Statement 68-123 Statutory Auditors’ Report on Consolidated Accounts 124-129 Consolidated Balance Sheet, Statement of Profit & Loss, Cash Flow 130-133 Notes to the Consolidated Financial Statement 134-197 i ORICON ENTERPRISES LIMITED CIN-L28100MH1968PLC014156 Registered office: 1076 Dr E Moses Road, Worli, Mumbai – 400018 e-mail : [email protected]; Website: www.oriconenterprises.com Tel. No. +91-22-43662200; Fax No. +91-22-24963055 NOTICE Notice is hereby given that the Fiftieth Annual General Meeting of the Company will be held on Wednesday, September 23, 2020 at 3.00pm through Video Conferencing (VC) or Other Audio Visual means (OAVM) to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Standalone and Consolidated Audited Financial Statements of the Company for the year ended March 31, 2020 together with the Report(s) of Board of Directors and Auditors thereon and in this regard to consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution: “RESOLVED THAT the audited standalone and consolidated financial statements of the Company for the financial year ended 31st March, 2020 and the report of the Board of Directors and Auditors thereon, as circulated to the members, be and are hereby considered and adopted”. 2. To reappoint Mr. Susheel G. Somani (DIN: 00601727), who retires by rotation and being eligible, offers himself for re- appointment as Director and in this regard to consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution: “RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Susheel G. Somani (DIN: 00601727), who retires by rotation at this meeting be and is hereby reappointed as a Director of the Company.” 3. To reappoint Mr. Varun Somani (DIN: 00015384), who retires by rotation and being eligible, offers himself for re- appointment as Director and in this regard to consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution: “RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Varun Somani (DIN: 00015384), who retires by rotation at this meeting be and is hereby reappointed as a Director of the Company.” SPECIAL BUSINESS 4. To consider and if thought fit to pass the following resolution with or without modification(s) as an Ordinary Resolution for ratification of remuneration of Cost Auditor: “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any amendment, statutory modification(s) or re-enactment(s) thereof for the time being in force), the annual remuneration of Rs. 1,00,000 (Rupees One Lakh Only),as approved by the Board of Directors, to be paid to M/s Dilip M Malkar, Cost Accountants (Firm Registration No: 101222) appointed by the Board of Directors as Cost Auditor of the Company to conduct audit of its cost records of the Company for the financial year ending 31st March 2021, be and is hereby ratified. By order of the Board For Oricon Enterprises Limited Sanjay Jain Company Secretary (PAN: AAIPJ2491G) Place: Mumbai Date: 26 June, 2020 Registered office: 1076, Dr. E. Moses Road, Worli, Mumbai – 400018 2 NOTES: 1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of the Special Business as set out in the notice is annexed thereto. 2. The Register of Members and the Share Transfer Books of the Company will remain closed from 13 September, 2020 to 23rd September, 2020 (both days inclusive) for the purpose of Annual General Meeting. 3. Brief profile of the Director proposed to be re-appointed is annexed and forms part of Notice of Annual General Meeting. 4. Pursuant to provisions of Section 124 and 125 of the Companies Act, 2013, dividends which remain unpaid or unclaimed for a period of 7 years, will be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government. Members who have not encashed the dividend warrants for the Financial Year 2012-13 and/or any subsequent year(s) are requested to write to the Company. It may be noted that once the unclaimed dividend is transferred, on the expiry of seven years, to the Investor Education and Protection Fund, as stated herein, no claim with the Company shall lie in respect thereof. 5. Members are requested to intimate change in their address, if any, to the Company / R & T Agent. 6. Considering the present COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”) pursuant to Circular No. 20/2020 dated 5th May, 2020 read with circular No. 14/2020 dated 8th April, 2020 and Circular No. 17/2020 dated 13th April, 2020 (“MCA Circulars”) and other applicable circulars issued by the Securities and Exchange Board of India (SEBI), permitted holding of Annual General Meeting (AGM) through video conferencing (VC) or other audio visual means (OAVM) without the physical presence of Members at a common venue. Hence, Members can attend and participate in the ensuing AGM through VC/OAVM in compliance with the provisions of the Companies Act, 2013, (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and MCA Circulars. The deemed venue for the AGM shall be the registered office of the Company. 7. Since this AGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence proxy form and attendance slip are not annexed to this Notice. 8. The Registered Office of the Company shall be deemed to be the venue of the Annual General Meeting. Since the AGM will be held through VC/OAVM, the Route Map is not annexed in this Notice. 9 Institutional/Corporate Members (i.e. other than individuals/ HUF/ NRI, etc.) are required to send a scanned copy of its Board Resolution/Authorization etc., authorizing its representative to attend the AGM through VC/OAVM on its behalf and to vote through remote e-voting. The said resolution/authorization shall be sent to the scrutinizer by e-mail at [email protected] with a copy marked to [email protected] and [email protected]. 10. Participation through VC/OAVM shall be reckoned for the purpose of quorum for the AGM as per Section 103 of the Companies Act, 2013. 11. Members seeking any information with regard to Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, Register of Contracts or Arrangements in which directors are interested under Section 189 of the Act, and relevant documents referred to in the accompanying notice and in explanatory statement are requested to write to the Company at [email protected] on or before 19th September, 2020. The same will be replied suitably by the Company. 12. Members holding shares as on 18th September, 2020 shall be entitled to vote at the Annual General Meeting. A person who is not a member as on the cut-off date should treat this notice for information purpose only. 13. The Company has engaged the services of National Securities Depositories Limited (NSDL) to provide video conferencing facility and e voting facility for the AGM. Electronic Dispatch of Annual Report and Process for Registration of Email ID for obtaining copy of Annual Report, USER ID & Password for E-voting: 14. In compliance with the aforesaid MCA circulars and SEBI Circular dated 12th May, 2020, Notice of the AGM along with the Annual Report 2019-20 is being sent only through electronic mode to those members whose e-mail address are registered with the Company’s Registrar and Share Transfer Agent/ Depositories. Members may note that the Notice and Annual Report 3 2019-20 will also be available on the Company’s website www.oriconenterprises.com, websites of the stock exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com and on the website of NSDL at www.evoting.nsdl.com 15.