Dhampure Speciality Sugars Ltd
Your Directors are pleased to present the 26th Annual Report for thefinancial year ended on March 31st 2018.
1. FINANCIAL RESULTS
| ||Standalone ||Consolidated |
|FINANCIAL RESULTS ||2017-18 ||2016-17 ||2017-18 |
|Net Sales ||84398272.00 ||229345538.00 ||85935136 |
|Other income ||3162323.00 ||2291372.00 ||8491071 |
|Profit before interest depreciation and tax ||3365049.00 ||9413536 ||8568862 |
|Finance Cost (including Interest) ||384941.00 ||497864.00 ||2377875 |
|Depreciation ||1176421.00 ||992943.00 ||1805613 |
|Exceptional Item ||0.00 ||0.00 ||0.00 |
|Profit before Tax ||1803687.00 ||7922729.00 ||4385373 |
|Provision for || || || |
| Current Tax ||343692.00 ||1894640.00 ||343692 |
| Deferred tax ||681128.00 ||810199.00 ||474824 |
|Profit after Tax ||857001.00 ||4674647.00 ||3434268.00 |
|Extraordinary Item ||0.00 ||0.00 ||0.00 |
|Profit after tax including extraordinary item ||857001.00 ||4674647.00 ||3434268.00 |
|Minority Interest || || || |
|APPROPRIATIONS || || || |
|Less: || || || |
|Dividend-Equity shares ||0.00 ||0.00 ||0.00 |
|Dividend Tax ||0.00 ||0.00 ||0.00 |
|General Reserve ||131171272.00 ||127689616.00 ||139559459 |
During the year under review total income of the Company was Rs. 84398272 as againstRs. 229345538 in the previous year. The Company was able to earn a marginal profit forthe year of Rs. 857001 against a profit of Rs. 4674647. Your Directors are putting intheir best efforts to improve the performance of the Company.
3. STATEMENT OF AFFAIRS OF THE COMPANY
Dhampure Speciality Sugars Ltd is incorporated under the Companies Act 1956 havingregistered office at Villageteh Pallawala Tehsil Dhampur Bijnor Uttar Pradesh-246761. TheCompany is listed at Bombay Stock Exchange. During the year Company earned a profit of Rs.857001. Export sales of the company during the year is Rs. 3199840.
4. CHANGE IN NATURE OF BUSINESS OF THE COMPANY
There has been no change in the nature of business of the Company.
5. MATERIAL CHANGES ETC.
Save as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company have occurred between the end of thefinancial year of the Company-31st March 2018 and the date of this Report.
The Board of Directors of your Company has decided to retain and plough back theprofits into the business of the Company thus no dividend is being recommended for thisyear.
7. ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS
During the year under review pursuant to the approval of shareholders in their meetingheld on February 28 2017 the Company issue convertible warrant of Rs. 20162000(Rupees two crore one lakh and sixty two thousand only) of Promoter i.e. Mr. Sorabh Guptainto equity shares of the Company through issue and allotment of 1186000 (eleven lakhand eighty six thousand ) warrant convertible into equity shares of Rs.10/- each fullypaid-up at a price of Rs 17/-(Rupees Fifty only) per share including a premium of Rs. 7/-(Rupees seven only) to these companies in accordance with applicable provisions of theSEBI (ICDR) Regulations 2009 and the Companies Act 2013 read with the applicable rulesmade there under for the issuance of warrant convertible into Equity Shares onPreferential basis.
The Paid up capital of the Company as on March 31 2018 was Rs. 75362000/- (Rupeesseven crore fifty three lakh and sixty two thousand only) comprising of 7536200 equityshares of Rs. 10 each.
During the year under review total export sale of the Company was Rs. 3199840 asagainst Rs. 4222660 in the previous year. Your Directors are putting in their bestefforts to improve the performance of the Company.
9. R & D
Continuous efforts on R & D and Application Development activities are being madeto expand the domestic and export markets particularly in Sugar Industry.
10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
The Company has not accepted deposit from the public within the ambit of Section 73 ofthe Companies Act 2013 and The Companies (Acceptance of Deposits) Rules 2014.
12. DETAILS OF SUBSIDIARY COMPANIES
As on 31st March 2018 the company has two wholly owned subsidiariesviz-a-viz Dhampur Green Private Limited and Sun Burst Services Private Limited.
13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to provisions of Section 134 of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 the details of Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo are attached as ANNEXURE 1'whichforms part of this report.
At present the equity shares of the Company are listed at BSE Ltd. The annual listingfees for the financial year 2018-19 to BSE has been paid.
15. CORPORATE GOVERNANCE
The Company has complied with the provisions of Regulation 27(2) of the ListingObligation Disclosure Requirements (LODR) 2015 relating to the Corporate Governance. TheReport on Corporate Governance as stipulated under Regulation 27(2) of the SEBI (ListingObligation and Disclosure Requirements) Regulation 2015 forms part of the Annual Report. ACertificate from Company Secretary in Practice on compliance of Regulation 49(9) SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015 Certificate of theCEO/CFO inter-alia confirming the correctness of the financial statements compliancewith Companys Code of Conduct adequacy of the internal control measures andreporting of matters to the Audit Committee in terms of Regulation of the SEBI (ListingObligation and Disclosure Requirements) Regulation 2015 with the Stock Exchanges isattached in the Corporate Governance Report and forms part of this Report as ANNEXURE 4.
There is no change in the Board of Directors of the company during the financial year.Mrs. Praveen Singh a is liable to retire by rotation making herself eligible to bere-appointed on the Board. Pursuant to the provisions under Section 134(3)(d) of theCompanies Act 2013 with respect to statement on declaration given by IndependentDirectors under Section 149(6) of the Act the Board hereby confirms that all theIndependent Directors of the Company have given a declaration and have confirmed that theymeet the criteria of independence as provided in the said Section 149(6).
|17. KEY MANAGERIAL PERSONNEL'S || |
|Name ||Designation |
|Mr. Sorabh Gupta ||Managing Director |
|Mr. Ghanshyam Tiwari ||Chief Financial Officer |
|Mr. Harish Kr. Goswami1 ||Company Secretary |
1. Mr. Harish Kr. Goswami Appointment w.e.f. from 13/11/2017
18. POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION
Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the CompaniesAct 2013 the policy on appointment of Board members including criteria for determiningqualifications positive attributes independence of a Director and the policy onremuneration of Directors KMP and other employees is attached which forms part of thisreport.
19. PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES
There are no employees who are in receipt of remuneration in excess of the limitsprescribed under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached which forms part of this report.
A calendar of Meetings is prepared and circulated in advance to the Directors.
During the year 8 (Eight) Board Meetings and 4 (four) Audit Committee Meetings wereconvened and held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under Companies Act2013.
21. BOARD EVALUATION
Pursuant to applicable provisions of the Companies Act 2013 and the Listing Agreementwith Stock Exchanges the Board in consultation with its Nomination & RemunerationCommittee has formulated a framework containing inter-alia the criteria for performanceevaluation of the entire Board of the Company its Committees and Individual Directorsincluding Independent Directors.
A structured questionnaire has been prepared covering various aspects of thefunctioning of the Board and its Committee such as adequacy of the constitution andcomposition of the Board and its Committees matters addressed in the Board and Committeemeetings processes followed at the meeting Boards focus regulatory compliancesand Corporate Governance etc. Similarly for evaluation of Individual Director'sperformance the questionnaire covers various aspects like his/her profile contributionin Board and Committee meetings execution and performance of specific dutiesobligations regulatory compliances and governance etc. Board members had submitted theirresponse on a scale of 5(excellent) 1 (poor) for evaluating the entire Boardrespective Committees of which they are members and of their peer Board members includingChairman of the Board.
The Independent Directors had met separately without the presence of Non-IndependentDirectors and the members of management and discussed inter-alia the performance ofnon-Independent Directors and Board as a whole and the performance of the Chairman of theCompany after taking into consideration the views of executive and Non-ExecutiveDirectors.
The Nomination and Remuneration Committee has also carried out evaluation of everyDirector's performance. The performance evaluation of all the Independent Directors havebeen done by the entire Board excluding the Director being evaluated. On the basis ofperformance evaluation done by the Board it shall be determined whether to extend orcontinue their term of appointment whenever the respective term expires. The Directorsexpressed their satisfaction with the evaluation process.
22. COMPOSITION OF AUDIT COMMITTEE
As on 31st March 2018 the Audit Committee of the Company comprises the followingdirectors: Chairman : Mr. Murli Manohar (Independent Director) Members : Mr. Deshraj Singh(Independent Director) Mrs. Praveen Singh (Non Executive Director)
23. AUDITORS STATUTORY AUDIT:
The Auditors JLN US & Co Chartered Accountants were appointed with your approvalat the 25th AGM to hold such office till the conclusion of the 30th AGM. TheBoard in terms of Section 139 of the Act on the recommendation of the Audit Committeehas recommended for the ratification of the Members the appointment of JLN US & Cofrom the conclusion of the ensuing AGM till the conclusion of the 30th AGM.
The Board in terms of Section 142 of the Act on the recommendation of the AuditCommittee has also recommended for the approval of the Members the remuneration of JLN US& Co for the financial year 2018-19.
There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report that may call for any explanation fromthe Directors. Further the notes to accounts referred to in the Auditors Report areself-explanatory.
* The requirement related to annual ratification of appointment of auditors by membersis omitted.
24. SECRETARIAL AUDITORS
Your Board during the year appointed M/s Anjani Kumar & Associates to conductsecretarial audit of the Company for the financial year ended 31st March 2018. The Reportof M/s Anjani Kumar & Associates in terms of Section 204 of the Act is provided in the"ANNEXURE 2' forming part of this Report. The observations (including anyqualification reservation adverse remark or disclaimer) are self- explanatory.
25. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of section 134 (3) (c) of the Companies Act 2013your Directors state that:
(i) In the preparation of the annual accounts applicable accounting standards havebeen followed along with proper explanation relating to material departures.
(ii) Accounting policies selected were applied consistently. Reasonable and prudentjudgments and estimates are made so as to give a true and fair view of the state ofaffairs of the Company as of 31st March 2018 and of the profits of the Companyfor the year ended on that date.
(iii) Proper and sufficient care has been taken 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) The annual accounts of the Company have been prepared on a goingconcern basis.
(v) Proper Internal Financial Controls were in place and that the Financial Controlswere adequate and were operating effectively. (vi) Systems to ensure compliance with theprovisions of all applicable laws were in place and were adequate and operatingeffectively.
26. CORPORATE SOCIAL RESPONSIBILITY COMMITTEES
The Company is not falling under the Section 135 of the Companies Act. So theapplicability of Corporate Social Responsibility is not applicable on the Company.
27. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
Details of internal financial control and its adequacy are included in the ManagementDiscussion and Analysis Report which forms part of this Report.
28. RISK MANAGEMENT POLICY
The Company has adopted a Risk Management Policy in accordance with the provisions ofthe Act and Regulation 21 of the SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015. It establishes various levels of accountability and overview within theCompany while vesting identified managers with responsibility for each significant risk.
The Internal Audit Department facilitates the execution of Risk Management Practices inthe Company in the areas of risk identification assessment monitoring mitigation andreporting. Through this programmer each Function and Unit addresses opportunities andrisks through a comprehensive approach aligned to the Company's objectives. The Companyhas laid down procedures to inform the Audit Committee as well as the Board of Directorsabout risk assessment and management procedures and status.
Sustainability is embedded in the Corporate Enterprise Risk Management program whichgives an opportunity to increase the effectiveness of risk management practices and forimproving business efficiency. The Company's social and environmental policies correlatestrongly with the risk management strategy and ultimately the financial performance.
This risk management process which is facilitated by internal audit covers riskidentification assessment analysis and mitigation. Incorporating sustainability in theprocess also helps to align potential exposures with the risk appetite and highlightsrisks associated with chosen strategies. The current risk slate and the comprehensive riskpolicy have been further redefined during the year. The major risks forming part of theEnterprise Risk Management process are linked to the audit universe and are covered aspart of the annual risk based audit plan.
29. VIGIL MECHANISM POLICY
The Company has adopted a Vigil Mechanism Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company has been denied access to the AuditCommittee.
30. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as ANNEXURE 3.
31. RELATED PARTY TRANSACTIONS
With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the financial year were in the ordinary course of business and on arm's lengthbasis. During the year the Company had not entered into any contract or arrangement withrelated parties which could be considered material' according to the policy of theCompany on Materiality of Related Party Transactions. Your attention is drawn to theRelated Party disclosures set out in Note no. 2 (e) of the Financial Statements
32. STATUTORY STATEMENTS
As per the requirements of the Companies Act 2013 the following information is givenin separate statements annexed hereto which form part of this report: a) Energyconservation technology absorption and foreign exchange inflow/outgo pursuant to section134 (3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Account) Rules2014. Annexure 1
b) Secretarial Audit Report (Form MR 3). Annexure 2 c) Extract of Annual Returnpursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014. Annexure 3.
d) Corporate Governance report Annexure 4
33. PREVENTION OF SEXUAL HARRASMENT
As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at workplace with a mechanism of lodging complaints. Itsredressal is placed on the intranet for the benefit of its employees. During the yearunder review no complaints were reported to the Board.
Your Directors wish to place on record their appreciation of continued support extendedby the dealers distributors suppliers investors bankers financial institutions. YourDirectors also express their appreciation for the committed services by the employees ofthe Company.
35. CHANGE IN TAXATION ACT AND RULES:
The GOI has enacted GST Act 2017 along with IGST Act 2017SGST Act 2017 and UTGST Act2017 and tentative date for implementation informed w.e.f. July 1st 2017 .Your company management is working and necessary preparation in accounting system.Accordingly and necessary Training session are being conducting in house seminar &workshop conducted by professional Bodies CII State Govt. Commercial Department etc.the transaction is expected to be smooth.
36. TOP TEN EMPLOYEE DETAILS
|Sl. No. ||NAME OF EMPLOYEE ||DESIGNATION ||SALARY DRAWN DURING THE YEAR |
|1 ||Mr. Ghanshyam Tiwari ||CFO ||750000/- |
|2 ||Mrs. Sarika Singh ||Marketing Manager ||468000/- |
|3 ||Mrs. Usha Kumari ||Manager Admin ||402000/- |
|4 ||Mrs. Usha Rani ||Administration ||360000/- |
|5 ||Mr. Harish Kr. Goswami ||Company Secretary ||300000/- |
|6 ||Mr. Nanda Ballabh ||Accounts Executive ||276000/- |
|7 ||Mr. R. Gandhi ||Marketing Manager ||270000/- |
|8 ||Mr. Majhar Khan ||Accountant ||270000/- |
|9 ||Mr. Sandeep Panday ||Marketing ||265800/- |
|10 ||Mr Rajdev Yadav ||Marketing ||265800/- |
|On behalf of the Board || |
|Sd/- ||Sd/- |
|Sorabh Gupta ||Murli Manohar |
|Managing Director ||Director |
|DIN: 00227776 ||DIN: 01173857 |
|Place: New Delhi || |
|Date: 13th August 2018 || |
Conservation of Energy Technology Absorption Foreign Exchange Earnings sand Outgo
|Conservation of Energy || |
|(i) Steps taken or impact on conservation of energy ||No steps taken during the year. Though Company is trying to find out various alternatives in relation to conservation of energy |
|(ii) Steps taken by the Company for utilizing alternate sources of energy ||No steps taken during the year. Though Company is trying to find out various alternatives in relation to conservation of energy |
|(iii) Capital investment on Energy Conservation equipment ||During the year 2017-18 there was no Capital Investment in the Company on Energy Conservation equipment |
|Technology Absorption || |
|(i) The efforts made towards technology absorption ||Nil |
|(ii) The benefits derived like product improvement cost reduction product development or import substitution ||Nil |
|(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- ||Nil |
|a) the details of technology imported; ||Nil |
|b) the year of import; ||Nil |
|c) whether the technology been fully absorbed; ||Nil |
|d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and ||Nil |
|(iv) the expenditure incurred on Research and Development. ||Nil |
|Foreign Exchange Earnings & Outgo || |
|The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows. ||` 3199840 |