You are here » Home » Companies » Company Overview » DHP India Ltd

DHP India Ltd.

BSE: 531306 Sector: Consumer
NSE: N.A. ISIN Code: INE590D01016
BSE LIVE 11:04 | 17 Oct 445.00 2.20
(0.50%)
OPEN

440.00

HIGH

445.00

LOW

435.30

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 440.00
PREVIOUS CLOSE 442.80
VOLUME 138
52-Week high 530.05
52-Week low 130.00
P/E 12.88
Mkt Cap.(Rs cr) 134
Buy Price 436.05
Buy Qty 5.00
Sell Price 445.00
Sell Qty 13.00
OPEN 440.00
CLOSE 442.80
VOLUME 138
52-Week high 530.05
52-Week low 130.00
P/E 12.88
Mkt Cap.(Rs cr) 134
Buy Price 436.05
Buy Qty 5.00
Sell Price 445.00
Sell Qty 13.00

DHP India Ltd. (DHPINDIA) - Director Report

Company director report

TO THE MEMBERS

Your Directors are pleased to present their Twenty-Fifth Annual Report on thebusiness and operations of the Company and the Audited Statement of Accounts for theFinancial Year ended 31st March 2016.

FINANCIAL HIGHLIGHTS :

The Board’s Report shall prepared based on the standalone financial statements ofthe Company for the year ended March 312016 is summarized below :-

(Rs. in Lacs)
Particulars Year ended 31.03.2016 Year ended 31.03.2015
Revenue from Operations (net) 3669.68 4076.97
Other Income 273.10 138.76
Total Revenue 3942.78 4215.73
Profit Before Finance Cost Depreciation & Tax 840.49 1075.35
Less : Finance Cost (-) 33.88 (-) 18.02
Less: Depreciation (-) 160.61 (-) 199.75
Profit Before Tax {and profit before exceptional and extraordinary items} 646.00 857.58
Less : Provision for Taxation (inclusive of adiustment of deferred tax asset) (-) 155.66 (-) 280.78
Profit After Tax for the year of Continuing and Total Operation 490.34 576.80
Add : Profit brought forward from previous year 2.59 4.79
Profit Available for Appropriation 492.93 581.59
Appropriations
Proposed Dividend on Equity Shares Rs. 2/- per share (Previous Yr. f 1.50 per share) (-) 60.00 (-) 45.00
Provision for Tax on Dividend (-) 12.21 (-) 9.00
Transfer to General Reserve (-) 420.00 (-) 525.00
Surplus Carried to Balance Sheet 0.72 2.79
Net Worth (Capital employed at the year end) 3580.72 3162.59
Book Value of Shares at the year end (Amount in Rs.) 119.36 105.42
Earning per Share (Amount in Rs.) 16.34 19.23

DIVIDEND

Your Directors have recommended a dividend of Rs. 2/- per Equity Share (Previous yearof Rs. 1.50 per Equity Shares) for the financial year ended March 31 2016 i.e. @20% oftotal paid-up equity share capital. The above dividend will be payable out of currentyear’s profit of the Company. The dividend if approved by the shareholders willentail an out-flow of Rs. 72.21 lacs (inclusive of tax on dividend of Rs. 12.21 lacs).

TRANSFER OF RESERVES

The Company proposes to transfer Rs. 420.00 lacs to the general reserve out of theamount available for appropriation. The Reserves & Surplus thereafter will stand as onMarch 31 2016 at Rs. 3280.72 lacs at a Book value of Rs. 119.36 per Equity Share.

RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

Your Company’s operation during the year was not satisfactory. The total revenueduring the year was decreased @6.47% in comparison with its previous year similarly theprofit before tax during the year was decreased @24.67% in comparison with its previousyear and profit after tax during the year was decreased @14.99% in comparison with itsprevious year. This happened only due to enhancement of production cost lower of demanddue to strong competition in the market. Your Directors continue to be of the opinion thathigh quality of products and innovations in products as well as improvement in technologyalong with cost cutting efforts will help your company to face this competition. Thecompany is expected to continue to do well and improve further in the coming years .

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Changes in Directors and Key Managerial Personnel approved in previous AGMdt.28/09/2015.

During the year under review the following changes took place in the Board ofDirectors & Key Managerial Personnel of your Company approved in the previous AnnualGeneral Meeting Dt. 28/09/2015

1) Mrs. Anjum Dhandhania (DIN-00058506) a Non-Executive Women Director of the Companyretire by rotation & already re-appointed in the previous AGM dated 28thSeptember 2015.

2) Mr. Surajit Raha (DIN-07019436) a Non-Rotational Independent Director of theCompany already re-appointed for 5 year terms (from September 28 2015 to September 272020) in the previous AGM dated 28th September 2015.

3) The Remuneration of Mr. Asheesh Dabriwal (DIN-00044783) Managing Director of theCompany have been increased From Rs. 100000/- per month as basic pay to Rs.250000/-per month as basic pay plus other terms and agreement with effect from 01/04/2015 to31/03/2019 already approved in the previous AGM dated 28th September 2015.

b) Proposed Changes in Directors and Key Managerial Personnel seeking approval ofensuing AGM

Mr. Janak Bhardwaj (DIN-00047641) a Executive Director of the Company retire byrotation at the ensuing Annual General Meeting and being eligible have offered himself forre-appointment and the same proposed in notice.

c) Declaration by an Independent Directors ;

The Company has received declaration from all the Independent Directors(Non-Rotational) of the Company confirming that they meet the criteria of independence asper Section 149(6) of the Companies Act 2013.

d) Formal Annual Evaluation :

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and Other individual Directors which includes criteria for performanceevaluation of the non-executive directors and executive directors. The Remuneration paidto Directors & Other Key Managerial Personnel are evaluated by the “Nominationand Remuneration Committee” of the Company on yearly basis.

e) Number of meetings of the Board of Directors :

Eight meetings of the Board of Directors were held during the financial year 2015-16i.e. year ended 31/03/2016. For further details please refer report on CorporateGovernance of this Annual Report.

f) Policy of Directors’ Appointment and Remuneration :

The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on March 31 2016 the Board consist of 6 members one of whom isnon-rotational executive director one of whom is executive (liable to retire byrotation) one of whom is women (liable to retire by rotation) and rest three areindependent (non-rotational). The Board periodically evaluates the need for change in itscomposition and size.

The Company’s policy on directors’ appointment and remuneration and othermatters provided in Section 178(3) of the Companies Act 2013 has been disclosed in theCorporate Governance Report which forms part of the directors’ report.

g) Familiarisation Programme for Independent Directors :

The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 readwith Section 134(5) of the Companies Act 2013 with respect to Directors’Responsibility Statement it is hereby confirmed that;

(i) in the preparation of the Annual Accounts for the financial year ended March 312016 the applicable accounting standards read with requirements set out under Schedule IIto the Companies Act 2013 have been followed and there are no material departures fromthe same;

(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312016 and the profit of theCompany for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) the Directors have prepared the accounts for the financial year ended March 312016 on a ‘going concern’ basis.

(v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

MATERIAL CHANGES & COMMITMENTS

No material changes and commitments have occurred after the close of the year till thedate of this Report which affect the financial position of the Company.

SIGNIFICANT CHANGES

No significant changes and commitments have occurred after the close of the year tillthe date of this Report which affect the financial position of the Company.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company’s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures. The details in respect of internal financial control and theiradequacy are included in the management Discussion & Analysis which forms part ofthis report. During the year such controls were tested and no reportable materialweakness in the design or operation were observed.

ESTABLISHMENT OF VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguardsagainst victimization of persons who use the Vigil Mechanism; and (b) direct access to theChairman of the Audit Committee of the Board of Director of the Company in appropriate orexceptional cases.

RISK MANAGEMENT

The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company evaluating the allrisks that the organization faces such as strategic financial credit market liquiditysecurity property IT legal regulatory reputational and other risks.

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors & their Statutory Audit Report

M/s. Navin Nayar & Co. Chartered Accountants Statutory Auditors of your Companyhold office until the conclusion of the ensuing TWENTY-FIFTH ANNUAL GENERAL MEETING andare eligible for reappointment. They have confirmed their eligibility to the effect thattheir re-appointment if made would be within the prescribed limits under the CompaniesAct 2013 and they are not disqualified for re-appointment.

The observations made in the Auditors’ Report to the Members of the Company havebeen dealt with in the Notes to the Statement of Profit and Loss and the Balance Sheet inNotes No. 1 to 25 of the Accounts. These are self explanatory and do not call for furthercomments. The Auditor’s Report does not contain any qualification reservation oradverse remark.

Cost Auditors

The Board has appointed Mr. Kishore Majumdar Practicing Cost Accountant and Proprietorof M/s. K. MAJUMDAR & ASSOCIATES Cost Accountants for conducting Cost Audit for theFinancial Year 2015- 16 (Year ended 31/03/2016) and also appointed for next Financial Year2016-17 as Cost Auditor subject to such approvals as may be applicable.

Secretarial Auditors & their Secretarial Audit Report

The Board has appointed Mr. Sushil Tiwari Practicing Companies Secretaries andProprietor of M/s. SUSHIL TIWARI & ASSOCIATES Companies Secretaries for conductingSecretarial Audit for the Financial Year 2015-16 (Year ended 31/03/2016) and alsoappointed for next Financial Year 2016-17 as Secretarial Auditor. The Secretarial AuditReport for the financial year ended March 31 2016 is annexed in a separate reportnamely “Secretarial Audit Report” in Form No. MR-3. The Secretarial AuditReport does not contain any qualification reservation or adverse remark.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3)(m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 are given in aseparate Annexure - “I” attached hereto and form part of the Report.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return as of March 31 2016 pursuant to thesub-section (3) of Section 92 of the Companies Act 2013 in FormNo. MGT - 9 shall form part of the Board’s Report given in a separate Annexure- “II” attached hereto and form part of the Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year the Company formed a new committee named Corporate & SocialResponsibility Committee and adopt a CSR policy to be undertaken by the Company which hasbeen approved by the Board. The disclosure as per Rule 9 of Companies (Corporate SocialResponsibility Policy) Rules 2014 are given in a separate Annexure - “III” attachedhereto and form part of the Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and Rules made there under Company provides fordiversity and equal opportunities to all employees across the Company based on merit andability. The cultures of the Company ensure the aspects of work-life balance foremployees especially for women and are suitably addressed. During the year no complaintsof sexual harassment were received.

AUDIT COMMITTEE

The Audit Committee comprises Non-Executive & Independent Directors namely Mr.Buddhadeb Basu (Chairman) Non-Executive & Independent Director namely Dr. SubrataHaidar & Non-Executive & Independent Director namely Mr. Surajit Raha as otherMembers. All the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE AND CSR COMMITTEE

The Nomination and Remuneration Committee comprises one Non-Executive Director namelyMrs. Anjum Dhandhania (Chairman) one Non-Executive & Independent Director namely Mr.Buddhadeb Basu and one Executive Director namely Mr. Asheesh Dabriwal as other Members.All the recommendations made by the Nomination and Remuneration Committee were accepted bythe Board.

The Corporate & Social Responsibility (CSR) Committee comprises one Non-Executive& Independent Director namely Mr. Buddhadeb Basu (Chairman) one Executive Directornamely Mr. Asheesh Dabriwal and one Non-Executive & Independent Director namely Mr.Surajit Raha as other Members. All the recommendations made by the Corporate & SocialResponsibility Committee were accepted by the Board.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year the Company have not paid any loans guarantees or made any investmentsreferred to Section 186 of the Companies Act 2013. The particulars of other loans giveninvestments made for the purpose of its business activities are provided in the standalonefinancial statement (please refer to Note No. 11 & 15 to the standalone financialstatement).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm’s lengthbasis. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactionsthus the disclosure in prescribed Form No. AOC - 2 is not required as per third provisionof Section 188(1) of the Companies Act 2013. Your Directors draw attention of the membersto Note No. 25.8 of the Financial Statement which sets out related party disclosures asper Accounting Standards - 18.

PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial personnel) Rules 2014 are provided in a separate Annexure -“IV” attached hereto and form part of the Report. Particulars of employeespursuant to the provisions of Section 197(12) of the Companies Act 2013 read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are NIL.

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance as stipulated under Clause 49 of the ListingAgreements of the Company with the Stock Exchanges for the period from 1stApril’ 2015 to 30th November 2015 and as per Regulation 15(2) and otherrelevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 for the period from 1st December 2015 to 31st March 2016 asforms part of the Annual Report and which has been set out in a separate report called“Corporate Governance Report” annexed herewith. The requisite Certificate fromthe Statutory Auditors of the Company M/s. Navin Nayar & Co. Chartered Accountantsconfirming compliance with the conditions of Corporate Governance as stipulated under theaforesaid Clause 49 & Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is also annexed to this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreements of the Company with the Stock Exchanges for theperiod from 1st April’ 2015 to 30th November 2015 and as perRegulation 15(2) and other relevant provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 for the period from 1st December 2015 to 31stMarch 2016 is presented in a separate section forming part of the Annual Report calledas Management Discussion & Analysis Report” is annexed.

GENERAL

Your Directors state that no disclosures or reporting is required in respect of thefollowing items as there were no transactions on this items during the year underreview :

1) Details relating to deposits covered under Chapter V of the Companies Act 2013.

2) Issue of equity shares with differential rights as to dividend voting or otherwise.

3) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.

4) Neither the Managing Director nor the any Executive Director of the Company receiveany remuneration or commission from any of its subsidiaries.

5) No significant or material orders were passed by the regulators or courts ortribunal which impact the going concern status and Company’s operation in future.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government Authorities Customers Vendors andMembers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services by the Company’s executivesstaff and workers.

Place : Kolkata For and on behalf of the Board of Directors
Dated : 30th day of May 2016 SD/-
ASHEESH DABRIWAL
Managing Director & C.E.O.