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Dhunseri Tea & Industries Ltd.

BSE: 538902 Sector: Agri and agri inputs
NSE: DTIL ISIN Code: INE341R01014
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OPEN 279.00
PREVIOUS CLOSE 279.90
VOLUME 8
52-Week high 348.95
52-Week low 250.25
P/E 42.06
Mkt Cap.(Rs cr) 191
Buy Price 273.00
Buy Qty 6.00
Sell Price 279.80
Sell Qty 1.00
OPEN 279.00
CLOSE 279.90
VOLUME 8
52-Week high 348.95
52-Week low 250.25
P/E 42.06
Mkt Cap.(Rs cr) 191
Buy Price 273.00
Buy Qty 6.00
Sell Price 279.80
Sell Qty 1.00

Dhunseri Tea & Industries Ltd. (DTIL) - Director Report

Company director report

We have pleasure in presenting the 20th Annual Report together with the financialresults of the Company for the year ended 31st March 2017.

1. Fianancial Results : (^ in lakhs)
Particulars

Standalone Accounting year ended

Consolidated Accounting year ended

31.03.2017 31.03.2016 31.03.2017 31.03.2016
1 IncomefromOperations
A Net Sales/lncome from Operations 18772.07 18261.39 30182.32 27307.93
B Other Operating Income 0.97 47.63 0.97 47.63
Total Income from Operations 18773.04 18309.02 30183.29 27355.56
2 Expenses
A Cost of Materials Consumed 3362.49 3464.95 3513.00 3464.95
B Changes in Inventories offinished goods and stock in trade 170.14 (510.41) 163.50 (433.02)
C Employee Benefits Expense 6385.92 5779.18 7553.04 6962.15
D Depreciation expense 723.58 538.56 1681.09 888.78
E Freight Delivery & Selling Expenses 1539.42 1193.35 1827.69 1882.93
F Power & Fuel 1754.18 1721.34 2859.86 3536.00
G Other Expenses 3302.98 3403.50 8769.39 8264.56
Total Expenses 17238.71 15590.47 26367.57 24566.35
3 Profit from Operations before Other Income Finance costs and Exceptional items (1-2) 1534.33 2718.55 3815.72 2789.21
4 Other Income 189.16 342.62 798.44 1284.98
5 Profit from Ordinary activities before Finance costs (3+4) 1723.49 3061.17 4614.16 4074.19
6 Finance costs 338.30 280.71 820.70 873.03
7 Profit from Ordinary activities before tax (5-6) 1385.19 2780.46 3793.46 3201.16
8 Tax Expense :
Current Year 330.00 615.00 959.10 640.35
Adjustment for earlier years 0.70 33.98 0.70 37.24
Deferred Tax 43.37 (90.27) 111.89 (7.31)
9 Net Profit after Tax (7 - 8) 1011.12 2221.75 2721.77 2530.88
10 Paid up Equity Share Capital

(Face Value Rs 10/- per share)

700.50 700.50 700.50 700.50
11 Reserve

Excluding Revaluation Reserve

16936.12 15925.01 13554.48 11356.36
12 Earningspershare

(of Rs 10/- each) (not annualised):

(a) Basic(^) 14.43 31.72 38.85 36.13
(b) Diluted (^) 14.43 31.72 38.85 36.13

2. Dividend:

The Directors recommend a dividend of f 8.00 per equity share i.e. @80% for thefinancial year ended 31st March 2017 subject to approval of the shareholders at theensuing Annual General Meeting. The dividend on equity shares if approved by the memberswould involve a cash outflow of f 674.48 lakhs including dividend tax.

3. Transfer to Reserves:

The Company proposes to transfer f 500.00 lakhs to the general reserve out of theamount available for appropriation and an amount of f 1682.91 lakhs is proposed to beretained in the profit and loss account.

4. Operations:

The total tea manufacturing and sales in respect of the Indian operations for the yearunder review was 10.36 and 10.62 mn kg. as against 10.18 and 9.62 mn kg. respectively inthe previous year. The production for the year under review was comparatively more byabout 1.75%. The sales in terms of volume were more by about 10.41% and the averagerealizations were less by about 6.79% for the year under review in comparison to theprevious year.

The total tea manufacturing and sales in respect of the African operations for the yearunder review was about 8.70 and 8.64 mn kg. as against 7.47 and 7.41 mn kg. respectivelyin the previous year. The manufacture and sale of tea were more for the year under review.The tea sales in terms of volume were also more by about 14% and the average realizationwas more by about 11% in comparison to the previous year.

The production and sale of macadamia in terms of volume was about 0.26 and 0.28 mn. kgas against 0.36 and 0.38 mn kg respectively in the previous year. The production ofmacadamia in terms of volume was less by about 39% and the sales in terms of volume wasless by about 25% in comparison to the previous year.

5. Subsidiary Companies:

The Company has following five wholly owned subsidiaries as on March 31 2017 :

i) Dhunseri Petrochem & Tea Pte Ltd (DPTPL):

ii) Makandi Tea & Coffee Estates Ltd (MTCEL)

iii) Kawalazi Estate Company Ltd (KECL)

iv) A.M. Henderson & Sons Ltd. (AMHSL)

v) Elfin Heights Private Limited (EHPL).

The entire share capital of the subsidiaries i.e. AMHSL is held by MTCEL and that ofMTCEL and KECL are held by DPTPL and that of DPTPL and EHPL are held by the Companymaking them 100% wholly owned subsidiaries of the Company. There has been no materialchange in the nature of the business of the subsidiaries.

There are no associate companies within the meaning of Section 2(6) of the CompaniesAct 2013 ("Act").

Pursuant to provisions of Section 129(3) of the Act a statement in Form AOC-1containing the salient features of the financial statements of the Company's subsidiariesis attached to the financial statements of the Company. Pursuant to the provisions ofSection 136 of the Act the financial statements of the Company consolidated financialstatements along with relevant documents and separate audited accounts in respect ofsubsidiaries are available on the website of the Company.

6. Listing:

The equity shares of the Company are listed on BSE and NSE.

7. Directors' ResponsibilityStatement:

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.

The work performed by the internal auditor statutory auditor and secretarial auditorand the reviews performed by management and the audit committee the Board is of theopinion that the Company's internal financial controls were adequate and effective duringthe financial year 2016-17.

8. Directors & Key Managerial Personnel:

Mr. Mrigank Dhanuka retires by rotation at the ensuing 20th Annual General Meetingand being eligible offers himself for reappointment.

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.

Further declaration under Section 149(7) have been received from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprovided in sub-section (6) of Section 149 of the Companies Act 2013. There has been nochange in the Key Managerial Personnel of the Company during the year.

9. Number of Meetings of the Board :

The Board met four times during the financial year 201617. 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. Board Evaluation :

An annual evaluation of the performances of the Board its committees and individualdirectors was undertaken during the year and has been disclosed in the CorporateGovernance Report.

11. Policy on directors' appointment and remuneration and other details :

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport.

12. 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 the Corporate GovernanceReport.

13. Audit Committee :

The details pertaining to composition of audit committee are included in the CorporateGovernance Report.

14. Auditors:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s. Lovelock & Lewes Chartered Accountants were appointed as Statutory Auditors ofthe Company for a period of five years at the 17th Annual General Meeting (AGM) of theCompany held on 8th September 2014 subject to ratification of their appointment at everyAGM. Their reappointment for the year 2017-18 is required to be ratified by theshareholders at the ensuing 20th AGM of the Company.

15. 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.

16. Risk Management:

The Board of the Company has formed a risk management committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis.

The development and implementation of risk management policy has been covered in themanagement discussion and analysis which forms part of this report.

17. Particulars of loans guarantees and investments :

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

18. 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 intoanycontract/arrangement/transaction with related parties which could be consideredmaterial in accordance with the policy of the Company on materiality of related partytransactions.

Your Directors draw attention of the members to Note No. 32 to the financial statementwhich sets out related party disclosures.

19. Management's Discussion and Analysis Report

The Management's Discussion and Analysis Report for the year under review asstipulated under the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 forms part of the Corporate Governance Report.

20. Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure I of this report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014. The policy is available on the Company'swebsite:www.dhunsertea.com .

21. Extractofannual return

As stipulated under Section 92(3) of the Act an extract of annual return is given inAnnexure II in the prescribed Form MGT-9 which forms part of this report.

22. 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:

Non-executive Directors Remuneration for the Year ended 31.03.2017 (^) Ratio to median remuneration
1. Mr. Mrigank Dhanuka 30000 0.52 : 1
2. Mr. R.K. Sharma 30000 0.52 : 1
3. Mr. Bharat Bajoria 65000 1.12 : 1
4. Mr. Basudeo Beriwala 60000 1.03:1
5. Ms. Nandini Khaitan 40000 0.69 : 1
6. Mr. Ashok Kumar Lohia 75000 1.29 : 1
Executive Director
1. Mr. C.K. Dhanuka 5276665 90.98 : 1

The median remuneration ofemployeesforfinancial year2016-17 is ^0.58 lacs.

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 Managing Director -46.69
2. Mr. Mrigank Dhanuka Director 33.33
3. Mr. Bharat Bajoria Director No change
4. Mr. Basudeo Beriwala Director -33.33
5 Ms. Nandini Khaitan Director No change
6 Mr. Ashok Kumar Lohia Director 73.33
7. Mr. R. K. Sharma Director No change
8. Mr. P C. Dhandhania Chief Executive Officer No change
9. Ms. Bhavana Khemka Chief Financial Officer 6.24
10. Mr. R. Mahadevan CompanySecretary 8.96

c. The percentage increase in the median remuneration of employees in the financialyear: 8.50%.

d. The number of permanent employees on the rolls of Company: 5053

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:

Average percentile increase already made in the salaries of employees other than themanagerial personnel in the financial year 2016-17 was 13.01% and in the case ofmanagerial remuneration the increase / (decrease) was (46.69)%. The remuneration payableto executive director has variable component which is dependent on the profit of theCompany and other employees remuneration has fixed pay which depends on his/herperformance.

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 is set out in Annexure IV forming part of this report.

23. Disclosure requirements:

As stipulated under the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the Corporate Governance Report along with theauditors' certificate thereon and management discussion and analysis are attached whichform part of this report.

The code of conduct for the Board of Directors and the senior management adopted by theCompany is available on the company's website (http://dhunseritea.com/investors-investors/code-of-conduct/ )

Details of the familiarization programme of the independent directors are available onthe Company's website (http://dhunseritea.com/wp-content/uploads/2015/06/Familiarisation-Programme-of-Independent-Directors.pdf). Policy for determining materialsubsidiaries of the Company is available on the Company's website :(http://dhunseritea.com/wp-content/uploads/2015/03/policy-for-determining-material-subsidiary.pdf ).

Policy on dealing with related party transactions is available on the Company's website(http://dhunseritea.com/wp- content/uploads/2015/04/Related-party-transaction-policy.pdf). The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of Section 177(9) of theCompanies Act 2013 and SEBI (LODR) Regulations 2015 and the said policy is available onthe Company's website :

(http://dhunseritea.com/wp-content/uploads/2015/03/vigil-

mechanism.pdf).

24. Deposits from public:

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

25. State of Company's affairs:

The present state of the Company's affairs is progressive enough viz-a-viz the industryand there is no any development which could result in an adverse situation for the Companyin the near future. There is neither any change in the nature of business of the Companynor any significant and material orders was passed by any regulator or court or tribunalsimpacting the going concern status affecting the Company's operation in future.

26. 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.

27. Particulars regarding conservation of energy & technology absorption etc:

The particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo are given in Annexure III which forms part of this report.

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

The Company has set up an Internal Complaints Committee (ICC) under The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Therewere no complaints received and / or disposed off during 2016-17. The Committee met onceduring the financial year 2016-17.

29. 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 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.

30. Acknowledgement:

Your Directors take this opportunity to express their grateful appreciation for theexcellent assistance and cooperation received from the banks and other authorities. YourDirectors also thank the employees of the Company for their valuable service and supportduring the year. Your Directors also gratefully acknowledge with thanks the cooperationand support received from the shareholders of the Company.

For and on behalf of the Board of Directors
C.K.DHANUKA
Chairman

 

Kolkata
22nd May 2017