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Dhunseri Investments Ltd.

BSE: 533336 Sector: Financials
NSE: DHUNINV ISIN Code: INE320L01011
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OPEN 373.65
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VOLUME 341
52-Week high 442.00
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P/E 17.99
Mkt Cap.(Rs cr) 220
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OPEN 373.65
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VOLUME 341
52-Week high 442.00
52-Week low 125.00
P/E 17.99
Mkt Cap.(Rs cr) 220
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dhunseri Investments Ltd. (DHUNINV) - Director Report

Company director report

We have pleasure in presenting the 19th Annual Report together with the AuditedFinancial Statements of Accounts of the Company for the year ended 31st March 2016.

1. Financial Results .

(Rs. in lacs)

Particulars For the year ended 31.03.2016 For the year ended 31.03.2015
Profit before Depreciation & Taxation 1882.55 2531.57
Less : Depreciation (Net) 13.65 14.60
Provision for taxation (Net) 149.40 422.57
Net profit for the year 1719.50 2094.40
Add : Balance brought forward 714.16 1171.45
Less : Adjustment made for Fixed Assets (20.16)
Amount available for appropriation 2433.66 3245.69
The Directors recommend this amount to be appropriated as under :
Transfer to NBFC Reserve Fund 343.90 418.88
Transfer to General Reserve 1000.00 2002.57
Proposed dividend @ Rs. 1.50 per share (i.e. 15%) 91.46 91.46
Tax on dividend 18.62 18.62
Balance carried forward 979.68 714.16
2433.66 3245.69

2. Operations

The income of the Company during the year under review comprised of dividend incomeprofit on sale of investments of shares & securities and lease rental income.

3. Scheme of Amalgamation

As per Scheme of Amalgamation sanctioned by the Hon’ble High Court at Calcutta byan Order dated 29.07.2015 the Company allotted 625000 equity shares of Rs. 10/- eachfully paid up to the shareholders of erstwhile Plenty Valley Infra Limited (PVIL) on 31stAugust 2015 in the ratio of 1 (one) Equity share of Rs. 10/- each of the Company forevery 8 (eight) Equity Shares of Rs. 10/- each fully paid-up held in PVIL as on the recorddate (i.e. 25.08.2015). Further these new shares were listed and permitted for trading onthe Stock Exchanges i.e. NSE & BSE w.e.f. 10th November 2015.

4. Dividend

The Directors are pleased to recommend a dividend of Rs. 1.50 per equity share i.e. @15% for the financial year ended 31st March 2016 subject to approval of the shareholdersat the ensuing Annual General Meeting to be held on 10th August 2016. The total outgo onaccount of dividend inclusive of taxes for 2015-16 is Rs. 110.08 lakhs.

5. Transfer to Reserves

The Company proposes to transfer Rs. 1000.00 Lakhs to the general reserve and Rs.343.90 lakhs to NBFC Reserve Fund out of the amount available for appropriation.

6. Associate Companies

Pursuant to Section 2(6) of the Companies Act 2013 the Company has two associates ason 31.03.2016 :

i) M/s. Dhunseri Petrochem Ltd.

ii) M/s. Dhunseri Tea & Industries Ltd.

The Company does not have any subsidiaries as on 31st March 2016 within the meaning ofSection 2(87) of the Companies Act 2013.

Pursuant to Provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Associate Companies in Form AOC-1 is attachedto the financial statements of the Company.

7. NBFC Public Deposits Directions

The Company neither invited nor accepted any deposit from the public during thefinancial year 2015-16. The Company does not intend to invite or accept any public depositduring the financial year 2016-17.No amount on account of principal or interest on depositfrom 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 five times during the financial year 2015-16. 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.

11. Corporate Governance

The report on Corporate Governance as stipulated under the Listing Regulation forms anintegral part of this Report. The requisite certificate from M/s. M. Shahnawaz &Associates Practicing Company Secretary confirming compliance with the conditions ofcorporate governance is attached to the report on Corporate Governance.

12. 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 theCompany’s website: www.dhunseriinvestments.com.

13. Directors & Key Managerial Personnel

Mr. Brijesh Kumar Biyani retires by rotation and being eligible offer himself forre-appointment as a director of the Company.

Mr. Ashok Kumar Lohia and Mr. Basudeo Beriwala who were appointed as IndependentDirectors at the 17th Annual General Meeting (AGM) of the Company for a term of five yearswith effect from August 112014 resigned from the Company w.e.f. 09.11.2015. The Boardplaces on record its appreciation for the valuable services rendered by them during theirtenure of directorship with the Company.

Mr. Purshottam Jagannath Bhide and Mrs. Aarti Bansal Aggarwal on the recommendation ofNomination & Remuneration committee were appointed as Additional Directors of theCompany at the Board Meeting held on 9th November 2015

The Companies Act 2013 provides for appointment of independent directors. Sub-section(10) of Section 149 of the Companies Act 2013 provides that independent directors shallhold office for a term of upto five consecutive years on the Board of a company and shallbe eligible for re-appointment on passing a special resolution by the shareholders of theCompany.

Sub-section (11) states that no independent director shall hold office for more thantwo consecutive terms but such independent director shall be eligible for appointmentafter expiration of three years of ceasing to become an independent director.

Section 149(13) states that provisions of sub-section (6) and (7) of Section 152 inrespect of retirement of directors by rotation shall not be applicable to the appointmentof independent directors.

Mr. Purushottam Jagannath Bhide and Mrs. Aarti Bansal Aggarwal appointed w.e.f. 9thNovember 2015 at the Board Meeting are now proposed to be appointed as independentdirectors of the Company for a term of five consecutive years at the 19th AGM. The Boardof Directors recommend their appointment.

Mr. Mrigank Dhanuka Managing Director of the Company has relinquished the post ofManaging Director w.e.f. 27.05.2016. He however continues to be a Director of theCompany.

Mrs. Aruna Dhanuka has since been appointed Managing Director & CEO of the Companyfor a period of 5 years w.e.f. May 27 2016 subject to the approval of Members at theensuing 19th Annual General Meeting of the Company.

There are no changes in the other KMP’s of the Company during the year

14. Board Evaluation

An annual evaluation of the performance of the Board and its committees and individualdirectors were undertaken during the year.

15. 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.

16. Policy on Directors’ Appointment and Remuneration and Other Details

The Company’s policy on directors’ appointment and remuneration and othermatters as required Section 178(3) of the Act has been disclosed in the CorporateGovernance Report which forms part of this report.

17. 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 this report.

18. Audit Committee

The details pertaining to composition of Audit Committee and its meetings are includedin the Corporate Governance Report which forms part of this report.

19. Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s. Dhandhania & Associates Chartered Accountants were appointed as StatutoryAuditors of the Company at the 17th Annual General Meeting (AGM) of the Company held on11th August 2014 and shall hold office till the conclusion of the 20th AGM of the Companysubject to ratification of their appointment at every AGM. Their re-appointment for theyear 2016 - 17 is required to be ratified by the shareholders at the ensuing 19th AGM ofthe Company.

20. Auditors’ Report and Secretarial Auditors’ Report

The auditors report and the secretarial auditors’ report does not contain anyqualifications reservations or adverse remarks and have been annexed to the report.

21. Risk Management

Although not mandatorily required the Company had voluntarily constituted the RiskManagement Committee. The details have been provided in the Corporate Governance Report.

22. Particulars of Loans Guarantees and Investments

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

23. 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’slength basis. During the year the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material in accordance withthe policy of the Company on materiality of related party transactions.

Your Directors draw attention of the members to Note 25 to the financial statementwhich sets out related party disclosures.

24. Management’s Discussion and Analysis Report

Management’s Discussion and Analysis Report for the year under review asstipulated under SEBI (LODR) Regulations 2015 is provided in the Corporate GovernanceReport.

25 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 2015 - 2016 :

Name of Director Title Ratio to median remuneration
Mr. C. K. Dhanuka Chairman 0.04
Mrs. Aruna Dhanuka Non-Executive Director 0.03
Mr. Mrigank Dhanuka (till 27.05.2016) Managing Director & CEO
Mr. Brijesh Kumar Biyani Non-Executive Director 0.02
Mr. Basudeo Beriwala (till 09.11.2015) Non-Executive & Independent Director 0.04
Mr. Ashok Kumar Lohia (till 09.11.2015) Non-Executive & Independent Director 0.02
Mr. Adarsh Garodia Non-Executive & Independent Director 0.03
Mr. Amit Gupta Non-Executive & Independent Director 0.04
Mr. P. J. Bhide (w.e.f. 09.11.2015) Non-Executive & Independent Director 0.02
Mrs. Aarti Bansal Aggarwal (w.e.f. 09.11.2015) Non-Executive & Independent Director 0.02

(i) The median remuneration of employees of the Company during the FY 2015-16 is Rs.7.66 lakhs

b. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year :

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
1. Mr. C. K. Dhanuka Chairman @
2. Mrs. Aruna Dhanuka @
3. Mr. Mrigank Dhanuka Managing Director & CEO #
4. Mr. Brijesh Kumar Biyani (upto 09.11.2015) @
5. Mr. Basudeo Beriwala @
6. Mr. Ashok Kumar Lohia (upto 09.11.2015) @
7. Mr. Adarsh Garodia @
8. Mr. Amit Gupta @
9. Mr. Purushottam Jaganath Bhide (w.e.f. 09.11.2015) @
10. Mrs. Aarti Bansal Aggarwal (w.e.f. 09.11.2015) @
11. Mr. Pawan Kumar Lath (Chief Financial Officer) @
12. Ms. Aditi Dhanuka (Company Secretary) @

@ There is no increase in remuneration during the year

# Mr. Mrigank Dhanuka Managing Director was not entitled to any remuneration duringthe year as per the agreement with the Company.

c. The percentage increase in the median remuneration of employees in the financialyear : Nil

d. The number of permanent employees on the rolls of Company : 3

e. The explanation on the relationship between average increase in remuneration andCompany Performance :

Although there has been no increase in remuneration during the year 2015-16 butremuneration is determined considering the market trend so as to ensure that it reflectsCompany’s performance.

f. Comparison of the remuneration of the key managerial personnel (KMP) against theperformance of the Company :

Aggregate remuneration of KMP in FY 2016 Lakhs) 11.21
Revenue Lakhs) 3234.22
Remuneration of KMPs (as % of revenue) 0.35
Profit before Tax (PBT) Lakhs) 1868.90
Remuneration of KMP (as % of PBT) 0.60

g. Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year :

Particulars March 31 2016 March 31 2015 % Change
Market Capitalisation lakhs)* 8682.38 6322.77 37.32%
Price Earnings Ratio* 5.05 3.02 67.22%

* Based on BSE figures

h. 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 : Nil

Increase in the managerial remuneration for the year : NIL

i. Comparison of each remuneration of the key managerial personnel against theperformance of the Company :

Particulars Mr. Mrigank Dhanuka Managing Director & CEO Mr. Pawan Kumar Lath Chief Financial Officer Ms. Aditi Dhanuka Company Secretary
Remuneration in FY 2016 lakhs) 7.66 3.55
Revenue lakhs)

3234.22

Remuneration as % of revenue 0.24 0.11
Profit before Tax (PBT) ( Rs. lakhs)

1868.90

Remuneration (as % of PBT) 0.41 0.19

j. The key parameters for any variable component of remuneration availed by thedirectors

There is no variable component of remuneration availed by non-executive directors ofthe Company. They are entitled to only sitting fees for attending Board / CommitteeMeetings.

k. The ratio of the remuneration of the highest paid director to that of the employeeswho are not Directors but receive remuneration in excess of the highest paid directorduring the year

Not Applicable as no remuneration except sitting fees was paid to the directors duringthe year.

l. Affirmation that the remuneration is as per the remuneration policy of the CompanyThe Company affirms remuneration is as per the remuneration policy of the Company.

m. 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 is not applicable to the Company.

26. 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 such policies are available on the Company’s websitewww.dhunseriinvestments.com . The corporate governance report with a certificate thereonfrom a Practicing Company Secretary are attached which form part of this report.

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 2016 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 website of 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)

27. State of Company’s affairs

The Company’s main business being investments in shares and securities. TheManagement regularly monitor the changing market conditions and trends. Further anyslowdown of the economic growth or volatility in global financial market could adverselyaffect the Company’s business.

28. 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 the report.

29. Particulars regarding conservation of energy & technology absorption etc.

The particulars in respect of conservation of energy technology absorption and foreignexchange earnings are not applicable to the Company.

30. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

The Company does not have the required number of women employees and hence the Act isnot attracted. However coverage is already being provided by the associate company.

31. Green Initiatives

As part of our green initiative the electronic copies of this Annual Report includingthe Notice of the 19th 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 19thAGM are sent by permitted mode.

The Company is providing e-voting facility to all its members to enable them to casttheir votes electronically on all resolutions set forth in the Notice. This is pursuant toSection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Rules 2014. The instructions for e-voting is provided in note 10 annexedto the Notice.

32. Acknowledgement

The Board of Directors take this opportunity to express their grateful appreciation forthe excellent assistance and co-operation 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 co-operation and support received from the shareholders of the Company.

For and on behalf of the Board of Directors
Place : Kolkata C. K. DHANUKA
Date : The 27th day of May 2016 Chairman