Dhunseri Investments Ltd.
|BSE: 533336||Sector: Financials|
|NSE: DHUNINV||ISIN Code: INE320L01011|
|BSE 15:40 | 23 Mar||370.80||
|NSE 15:31 | 23 Mar||375.20||
|Mkt Cap.(Rs cr)||226|
|Mkt Cap.(Rs cr)||226.19|
Dhunseri Investments Ltd. (DHUNINV) - Director Report
Company director report
We have pleasure in presenting the 20th Annual Report together with the AuditedFinancial Statements of the Company for the year ended 31st March 2017.
1. Financial Results
(Rs.. in lakhs)
The income of the Company during the year under review comprised of dividend incomeprofit on sale of investments in shares & securities and lease rental income.
3. Fractional Payment
During the year the Company has distributed an amount of f 663853/- being fractionalpayment to the shareholders of erstwhile M/s Plenty Valley Intra Limited as per the Schemeof Amalgamation sanctioned by the Hon'ble High Court at Calcutta by an order dated29.07.2015.
The Directors are pleased to recommend a dividend of f 1.50 per equity share i.e. @15%for the financial year ended 31st March 2017 subject to approval of the shareholders atthe ensuing Annual General Meeting to be held on 8th August 2017. The total outgo onaccount of dividend for 2016-17 is f 91.46 lakhs.
5. Transfer to Reserves
The Company proposes to transfer f 1000.00 lakhs to the General Reserve and f 256.77lakhs to NBFC Reserve Fund out of the amount available for appropriation.
6. Associate and Subsidiary Companies
Pursuant to the provisions of Section 2(6) of the Companies Act 2013 the Company hasone Associate Company as on 31.03.2017 i.e. M/s Dhunseri Tea & Industries Ltd.
Pursuant to the provisions of Section 2(87) of the Companies Act 2013 the Company hasone Subsidiary Company as on 31.03.2017 i.e. M/s Dhunseri Petrochem Ltd.
Pursuant to the provisions of Section 129(3) of the Act the respective statements inForm AOC-1 containing the salient features of the financial statements of the Company'sAssociate and Subsidiary are attached to the financial statements of the Company. Pursuantto provisions of Section 136 of the Act the financial statements of the Companyconsolidated financial statements along with relevant documents and separate auditedaccounts in respect of subsidiary is available on the website of the Company.
7. NBFC Public Deposits Directions
The Company has neither invited nor accepted any deposit from the public during thefinancial year 2016-17. The Company does not intend to invite or accept any public depositduring the financial year 2017-18. No amount on account of principal or interest ondeposit from public was outstanding as on the date of the balance sheet.
8. Extract of Annual Return
As required u/s 92(3) of the Companies Act 2013 an extract of the Annual Return isgiven in Annexure I in the prescribed Form MGT-9 which forms part of this report.
9. Number of Meetings of the Board
The Board met four times during the financial year 2016-17. The details have beenprovided in the Corporate Governance Report in terms of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 which is annexedto this Report.
10. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors confirm:
(i) that in the preparation of the annual accounts the applicable accounting standardshave been followed and no material departures have been made from the same;
(ii) that they have selected such accounting policies and applied them consistently andmade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
(iii) that they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(iv) that they have prepared the annual accounts on a 'going concern' basis.
(v) that they have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and are operating effectively.
(vi) that they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
With reference to the work performed by the internal auditor statutory auditor andsecretarial auditor and the reviews performed by the management and the audit committeethe Board is of the opinion that the Company's internal financial controls were adequateand effective during the financial year 2016 -17.
11. Corporate Social Responsibility (CSR)
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on the CSR activities during the year areset out in Annexure II of this report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014. The policy is also available on the Company'swebsite: www.dhunserinvestments.com .
12. Directors & Key Managerial Personnel
Mr. Mrigank Dhanuka retires by rotation and being eligible offer himself forreappointment as a director of the Company.
Mrs. Aarti Bansal Aggarwal who was appointed as Independent Director at the 19th AnnualGeneral Meeting (AGM) of the Company for a term of five years with effect from 09.11.2015resigned from the Company w.e.f. 18.08.2016. The Board places on record its appreciationfor the valuable services rendered by her during her tenure of directorship with theCompany.
Mr. Adarsh Garodia who was appointed as Independent Director at the 17th Annual GeneralMeeting (AGM) of the Companyfor a term of five years with effect from 11.08.2014 resignedfrom the Company w.e.f. 14.10.2016. The Board places on record its appreciation for thevaluable services rendered by him during his tenure of directorship with the Company.
Mr. Rajya Vardhan Kejriwal and Mr. Ramesh Kumar Chandak were appointed as AdditionalDirectors of the Company at the Board Meeting held on 10.08.2016 and 03.11.2016respectively.
Section 149(13) states that the provisions of sub-section (6) and (7) of Section 152 ofthe Companies Act 2013 relating to retirement of directors by rotation shall not beapplicable to the independent directors.
Mr. Rajya Vardhan Kejriwal and Mr. Ramesh Kumar Chandak who were inducted asnon-executive directors of the Company at the Board Meeting held on 10.08.2016 and03.11.2016 respectively are now proposed to be appointed as independent directors of theCompany for a term of five consecutive years at the ensuing 20th AGM w.e.f. 10.08.2016 and03.11.2016 respectively. Mr. Mrigank Dhanuka resigned from the post of Managing Director& CEO of the Company w.e.f. 27.05.2016 and continued as a director of the Company.
Mrs. Aruna Dhanuka was appointed as Managing Director & CEO of the Company w.e.f.27.05.2016 at the 19th AGM of the Company.
There are no other changes in the KMP of the Company during the year.
13. Board Evaluation
An annual evaluation of the performance of the Board and its committees and individualdirectors were undertaken during the year and has been disclosed in the CorporateGovernanace Report.
14. Declaration by Independent Directors
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
15. Policy on directors' appointment and remuneration and other details
The Company's policy on directors' appointment and remuneration and other matters asrequired under Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport.
16. Internal financial control systems and their adequacy
The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis which forms part of Corporate Governance Report.
17. Audit committee
The details pertaining to composition of audit committee and its meetings are includedin the Corporate Governance Report.
M/s Dhandhania & Associates Chartered Accountants the statutory auditors of theCompany who were appointed for a period of 3 years at the 17th Annual general Meeting(AGM) held on 11th August 2014 will retire on the conclusion of this 20th AGM of theCompany.
It is proposed to appoint M/s U. S. Agarwal & Associates Chartered Accountants(FRN: 314213E) as the Statutory Auditor of the Company for a period of 5 years to holdoffice from the conclusion of 20th AGM till the conclusion of 25th AGM of the Companysubject to ratification of their appointment by the Members at every AGM held after thisAGM.
19. Auditors' Report and Secretarial Auditors' Report
The auditors' report and secretarial auditors' report are self-explanatory and does notcontain any qualifications reservations or adverse remarks and have been annexed to thereport.
20. Risk management
The Risk Management Committee details have been provided in the Corporate GovernanceReport.
21. Particulars of loans guarantees and investments
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
22. Transactions with Related Parties
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.
Your Directors draw attention of the members to Note 22 to the financial statementswhich sets out related party disclosures.
23. Management's Discussion and Analysis Report
Management's Discussion and Analysis Report for the year under review as stipulatedunder SEBI (LODR) Regulations 2015 is provided in the Corporate Governance Report.
24. Particulars of Employees
The information required under Section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow :
a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year 2016-17 :
(i) The median remuneration of employees of the Company during the FY 2016-17 is Rs.6.77 lakhs.
b. The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary in the financial year:
# Mrs. Aruna Dhanuka Managing Director was not entitled to any remuneration during theyear as per the agreement with the Company.
c. The percentage increase in the median remuneration of employees in the financialyear: -11.62%
d. The number of permanent employees on the rolls of Company : 3
e. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration : NotApplicable.
Since no managerial remuneration was paid during the year the same is not comparable.
Increase in the managerial remuneration for the year: NIL
f. Affirmation that the remuneration is as per the remuneration policy of the Company :
The Company affirms remuneration is as per the remuneration policy of the Company.
g. The statement containing particulars of employees as required under Section 197(12)of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 for the year end March 31 2017 : Details of top tenemployees in terms of remuneration drawn
Persons in service for the whole year and drawing emoluments more than ^ 10200000/-per annum : Nil Persons employed for part of the year drawing emoluments more than ^850000 per month : Nil
Note : (1) None of the employees listed above is a relative of any director of theCompany.
(2) None of the employees listed above hold equity share in the Company.
25. Disclosure requirements
The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 mandate the formulation of certain policies for alllisted companies. All policies are available on the Company's websitewww.dhunseriinvestments.com . The corporate governance report with auditors' certificatethereon and management discussion and analysis are attached which form part of thisreport.
The key policies that have been adopted by the Company are as follows:
(i) Details of the familiarization programme of the independent directors are availableon the website of the Company:http://dhunseriinvestments.com/downloads/Familiarisation-Programme-of-Independent-Directors.pdf
(ii) Policy for determining material subsidiaries of the Company is available on thewebsite of the Company :(http://dhunseriinvestments.com/downloads/DIL-policy-for-determining-material-subsidiary.pdf).
(iii) Policy on dealing with related party transactions is available on the website ofthe Company :(http://dhunseriinvestments.com/downloads/related-party-transaction-policy.pdf ).
(iv) The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns.There has been no change to the whistle blower policy adopted by the Company during theyear 2017 and the said policy is available on the website of the Company :(http://dhunseriinvestments.com/downloads/DIL-vigil-mechanism.pdf ).
(v) The Company has formulated the Corporate Social Responsibility Policy and the sameis available on the website of the Company :(http://dhunseriinvestments.com/downloads/CSR-policy.pdf )
(vi) The Company has formulated a policy related to disclosure of material eventsaffecting the Company i.e. Policy on Materiality and the same is available on the websiteof the Company: (http://dhunseriinvestments.com/downloads/policy-on-materiality.pdf )
(vii) The policy deals with the retention and archival of corporate records of theCompany is also available on the website of the Company :(http://dhunseriinvestments.com/downloads/policy-on-archival.pdf )
(viii) The Company has formulated the policy on preservation of documents and the sameis available in the website of the Company:(http://dhunseriinvestments.com/downloads/policy-on-preservation-of-documents.pdf )
26. State of Company's affairs
The Company's main business being investments in shares and securities. The Managementregularly monitors the changing market conditions and trends. Further any slowdown of theeconomic growth or volatility in global financial market could adversely affect theCompany's business.
27. Material changes and commitments if any affecting the financial position of theCompany
There are no such material changes and commitments which have occurred between the endof the financial year of the Company to which the financial statements relate and the dateof this report.
28. Details of significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and the Company's operation in future
There were no significant and material orders passed by Regulators or Courts orTribunals impacting the going concern status and the Company's operations in future.
29. Particulars regarding conservation of energy & technology absorption etc.
The particulars in respect of conservation of energy technology absorption and foreignexchange earnings & outgo are not applicable to the Company.
30. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
The Company has set up Internal Complaint Committee (ICC) under Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 alongwith itsrelevant Rules.
The Committee met once during the F.Y. 2016-17 on 3rd February 2017.
No complaints have been received by the Committee during the F.Y. 2016-17.
31. Green Initiatives
As part of our green initiative the electronic copies of this Annual Report includingthe Notice of the 20th AGM are sent to all members whose email addresses are registeredwith the Company / Depository Participant(s). For members who have not registered theiremail addresses physical copies of this Annual Report including the Notice of the 20thAGM are sent by permitted mode. The Company is providing e-voting facility to all itsmembers to enable them to cast their votes electronically on all resolutions set forth inthe Notice. This is pursuant to Section 108 of the Companies Act 2013 and Rule 20 of theCompanies (Management and Administration) Rules 2014. The instructions for e-voting isprovided in Note 10 annexed to the Notice.
The Board of Directors take this opportunity to express their grateful appreciation forthe excellent assistance and cooperation received from the banks and other authorities.The Board of Directors also thank the employees of the Company for their valuable serviceand support during the year. The Board of Directors also gratefully acknowledge withthanks the cooperation and support received from the shareholders of the Company.