Dhampure Speciality Sugars Limited
Your Directors are pleased to present the 28th Annual Report for thefinancial year ended on March 31st 2020.
1. FINANCIAL RESULTS
| || |
|FINANCIAL RESULTS ||31st March 2020 ||31st March 2019 ||31st March 2020 ||31st March 2019 |
|Net Sales ||74838674 ||82009106 ||74838674 ||82009105 |
|Other income ||4119521 ||570398 ||8278223 ||3710110 |
|Total Income ||78958195 ||82579503 ||83116897 ||85719215 |
|Earnings Before Interest Tax Depreciation and Amortization (EBITDA) ||4854660 ||7711568 ||8922189 ||10478243 |
|Finance cost ||134556 ||163449 ||153771 ||475437 |
|Depreciation & Amortization expense ||1957604 ||1933583 ||2571379 ||2775420 |
|Profit before tax ||2762500 ||5614536 ||6197039 ||7227386 |
|Provision for Tax Expenses ||8467862 ||2143010 ||8659149 ||2027835 |
|Profit After Tax ||(5705361) ||3490039 ||(2462110) ||5199551 |
|Other Comprehensive Income net of tax ||0 ||22502 ||0 ||22502 |
|Total Comprehensive Income ||(5705361) ||3512542 ||(2462110) ||5222054 |
|Earnings per Equity share of Rs. 10/- Basic (Rs.) ||(0.72) ||0.44 ||(0.31) ||(0.66) |
|Earnings per Equity share of Rs. 10/- Diluted (Rs) ||(0.72) ||0.44 ||(0.31) ||(0.66) |
2. FINANCIAL HIGHLIGHTS
During the year under review total income of the Company was Rs. 78958195 as againstRs. 82579503 in the previous year. Total Expense of the Company during the year underreview hereby was 76195695 as against 76964967 in the previous Year. Your Directorsare putting in their 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 Loss of Rs.5705361 Export sales of the company during the year is Rs. 5875230
4. CHANGE IN NATURE OF BUSINESS OF THE COMPANY
There has been no change in the nature of business of the Company.
5. RESPONSE TO COVID-19
COVID-19 pandemic is the worst catastrophic time of our lifetime. The Covid-19 pandemichas not only affected human lives and livelihoods but impacted the business environment.The COVID-19 pandemic developed rapidly into a global crisis including India forcinggovernments to enforce lock-down of all activities.
The Company is engaged in manufacturing of sugar & Jaggery Therefore theoperations of the Company have been carried out in the normal course in accordance withthe directives issued by the Ministry of Home Affairs.
Steps taken by Company to ensure smooth functioning of operations
Some of the employees of the corporate office are still working from Home as per Workfrom Home policy given by company to its employee according to there health issue. TheCompany is complying with all the norms related to social distancing thermal scanningwearing of face mask proper sanitization and hygiene at all its factories to ensuresmooth functioning of operations
Estimation of the future impact of COVID-19 on its operations
The Company does not foresee any material impact on the operational results and thefinancial health as sugar and the allied products which the Company is manufacturing areall essential commodities.
6. MATERIAL CHANGES
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 2020 and the date of this Report.
7. DIVIDEND AND TRANSFER TO RESERVE
Since the Company was at loss in the year being reported therefore the Board ofDirectors of your Company has decided to not to declare any dividend to shareholders ofthe Company for the financial year 2019-20 thus no dividend is being recommended for thisyear. Accordingly no amount is also proposed to be transferred to the reserve of theCompany.
8. DIVIDEND AND TRANSFER TO RESERVE
Since the Company was at loss in the year being reported therefore the Board ofDirectors
During the year under review total export sale of the Company was Rs. 5875230 asagainst Rs. 1126800 in the previous year. Your Directors are putting in their bestefforts to improve the performance of the Company.
10. R & D
Continuous efforts on R & D and Application Development activities are being madeto expand the domestic and export markets particularly in Sugar Industry.
11. 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 formingpart of the Annual Report.
12. SHARE CAPITAL
As on 31st March 2020 paid up share capital of the Company was Rs. 79312000divided into 7931200 equity shares of Rs. 10/- each. There was no change in sharecapital of the Company during the Financial Year 2019-20.
13. INFORMATION TECHNOLOGY
Your Company has been a forerunner in leveraging the benefits of Information Technology(IT) revolution for long. IT has been instrumental in enabling smoother faster andtransparent processes across multiple divisions of the Companies major operations andactivities. Details are given elsewhere in the Annual Report.
14. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Companies Act 2013 ("the Act") SEBI LODR andInd-AS-110 on Consolidated Financial Statements read with Ind-AS-28 on investments inAssociates the Audited Consolidated Financial Statements for the financial year ended31st March 2020 are provided in the Annual Report.
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. Hence noinformation is required to be appended to this report.
16. DETAILS OF SUBSIDIARY COMPANIES
As on 31st March 2020 the company has two wholly owned subsidiariesviz-a-viz Dhampur Green Private Limited and Sun Burst Services Private Limited.
In terms of the provisions of Section 136 of the Act the standalone financialstatements of the Company consolidated financial statements of the Company along withother relevant documents and separate audited accounts of the subsidiaries are availableon the website of the Company at the link: viz. www.sugarindia.com.
17. STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ASSOCIATE COMPANIES/ JOINT VENTURES
Statement pursuant to Section 129(3) of the Companies Act 2013 related to SubsidiaryCompany as on 31st March 2020 in Form AOC-1 is annexed to this Report as
18. 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 4'which forms part of this report.
19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company's future operations.
20. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2relating to Meetings of the Board of Directors' and General Meetings'respectively have been duly followed by the Company.
At present the equity shares of the Company are listed at BSE Ltd. The annual listingfees for the financial year 2019-20 to BSE have been paid. No shares of your Company weredelisted during the financial year 2019-20.
22. 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 the CEO/CFO inter-alia confirming the correctness of the financialstatements compliance with Company's Code of Conduct adequacy of the internal controlmeasures and reporting of matters to the Audit Committee in terms of Regulation of theSEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 with the StockExchanges is attached in the Corporate Governance Report and forms part of this Report asANNEXURE 8
During the financial year 2019-20 Mr. Murli Manohar (Independent Non- ExecutiveDirector) (DIN: 01173857) and Mr. Deshraj Singh (Independent Non- Executive Director)(DIN:02838734) resigned from the Board of the Company on 23rd April 2019 for thereason as stated to Stock Exchange by the Company and in place of them the companyappointed Mr. Kartik Raina (Independent Non- Executive Director) (DIN: 02222282) and Mr.Mohd Arshad Suhail Siddiqui (Independent Non- Executive Director)(DIN: 06675362) as newindependent Directors of the Company on 23rd April 2019.
After the Financial Year end date Mr. Ajay Goyal (DIN: 02323366) was appointed asAdditional Independent Non-Executive Director w.e.f. 20th July 2020. Mr. Ajay Goyal heholds the office of Additional Independent Non-Executive Director till the ensuing AnnualGeneral Meeting and his appointment as Independent Non-Executive Director has beenrecommended for approval of Members at the ensuing Annual General Meeting.
Mrs. Praveen Singh is liable to retire by rotation making herself eligible to bere-appointed on the Board.
Brief resume of the abovementioned Director being re-appointed nature of her expertisein specific functional areas detail of Directorship in other companies membership /chairmanship of committees of the board and other details as stipulated under Regulation36(3) of SEBI LODR and Secretarial Standard - 2 issued by The Institute of CompanySecretaries of India are given in the Notice forming part of the Annual Report.
Pursuant to the provisions under Section 134(3)(d) of the Companies Act 2013 withrespect to statement on declaration given by Independent Directors under Section 149(6) ofthe Act the Board hereby confirms that all the Independent Directors of the Company havegiven a declaration and have confirmed that they meet the criteria of independence asprovided in the said Section 149(6).
Independent Directors are familiarized with their roles rights and responsibilities aswell as with the nature of industry and business model through induction program at thetime of their appointment as Directors and through presentations on economy & industryoverview key regulatory developments strategy and performance which are made to theDirectors from time to time.
24. KEY MANAGERIAL PERSONNEL'S
|Name ||Designation |
|Mr. Sorabh Gupta ||Managing Director |
|Mr. Ghanshyam Tiwari ||Chief Financial Officer |
|Mr. Harish Kr. Goswami* ||Company Secretary |
|Mr. Parteek Sharma** *** ||Company Secretary |
* Mr. Harish Kr. Goswami resigned from the position of Company Secretary of the Companyw.e.f. 23 July 2019
** Mr. Parteek Sharma was appointed as a Company Secretary of the Company w.e.f 21September 2019 and thereafter he resigned from his position w.e.f. 03 February 2020
*** After the Financial Year End Mr. Aneesh Jain Appointed w.e.f. from 18 May 2020.
25. 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.
The Board on the recommendation of the Nomination & Remuneration Committee hasframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The remuneration paid to the Directors and the Senior Management is as perthe Managerial Remuneration Policy of the Company. Brief details of the ManagerialRemuneration Policy are provided in the Corporate Governance Report.
A calendar of Meetings is prepared and circulated in advance to the Directors.
The details of Board Meetings and the attendance of the Directors are provided in theCorporate Governance Report forming part of this Annual Report. The intervening gapbetween the Meetings was within the period prescribed under Companies Act 2013.
27. BOARD EVALUATION
Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations with Stock Exchanges the Board in consultation with its Nomination &Remuneration Committee has formulated a framework containing inter-alia the criteriafor performance evaluation of the entire Board of the Company its Committees andIndividual Directors including 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 Board's focus regulatory compliances andCorporate Governance etc. Similarly for evaluation of Individual Director's performancethe questionnaire covers various aspects like his/her profile contribution in Board andCommittee meetings execution and performance of specific duties obligations regulatorycompliances and governance etc.
Board members had submitted their response on a scale of 5(excellent) - 1 (poor) forevaluating the entire Board respective Committees of which they are members and of theirpeer Board members including Chairman 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.
28. COMPOSITION OF AUDIT COMMITTEE
As on 31st March 2020 the Audit Committee of the Company comprises the followingdirectors:
Chairman : Mr. Mohd Arshad Suhail Siddiqui (Independent Director)
Members : Mr. Kartik Raina (Independent Director)
Mrs. Praveen Singh (Non Executive Director)
29. 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 30thaGm.
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 Auditor's Report areselfexplanatory. During the year under review the Statutory Auditors have not reportedany incident related to fraud to the Audit Committee or the Board under section 143 (12)of the Act.
* The requirement related to annual ratification of appointment of auditors by membersis omitted.
30. SECRETARIAL AUDITORS
Your Board during the year appointed M/s Uma Verma & Associates to conductsecretarial audit of the Company for the financial year ended 31st March 2020. The Reportof M/s Uma Verma & 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.
In line with the Circular dated February 08 2019 issued by the Securities and ExchangeBoard of India Annual Secretarial Compliance Report for the year ended 31st March 2020confirming compliance of all applicable SEBI Regulations Circulars and Guidelines by theCompany was issued by M/s Uma Verma & Associates Practicing Company Secretaries andfiled with the Stock Exchanges.
31. 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 of
affairs of the Company as of 31st March 2020 and of the profits of theCompany for 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 going concern 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 the provisions of all applicable laws were inplace and were adequate and operating effectively.
The Company's Internal Auditors have conducted periodic audits to provide reasonableassurance that the Company's established policies and procedures have been followed.
32. 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.
33. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
Your Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
34. RISK MANAGEMENT POLICY
Though the Regulation 21 of the SEBI LODR as amended is not applicable to the Companybased on the market capitalisation as on 31st March 2020 it has voluntarily adopted aRisk Management Policy. It establishes various levels of accountability and overviewwithin the Company while vesting identified managers with responsibility for eachsignificant 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.
35. VIGIL MECHANISM POLICY
Pursuant to the provisions of Section 177(9) of the Companies Act 2013 read with Rule7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of theSEBI LODR your Company has a Vigil Mechanism namely Whistle Blower Policy for directorsemployees and business partners to report genuine concerns about unethical behavioractual or suspected fraud or violation of your Company's Code of Conduct or ethics policy.
The Policy provides for adequate safeguards against victimization of employees whoavail of the mechanism and also provides for direct access to the Chairman of the AuditCommittee. It is affirmed that no personnel of the Company has been denied access to theAudit Committee.
36. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is formspart of this as ANNEXURE 1' of this Annual Report.
37. 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. 27 of the Financial Statements.
38. INDIAN ACCOUNTING STANDARDS (IND AS) 2015
The annexed financial statements comply in all material aspects with Indian AccountingStandards (Ind AS) notified under Section 133 of the Act [Companies (Indian AccountingStandards) Rules 2015] and other relevant provisions of the Act.
39. 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.
40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI LODR") forms part of this as ANNEXURE 7' of this Annual Report.
41. INTERNAL AUDIT
During the Financial year ended 31st March 2020 your Company has engaged the servicesof M/s. ALPS & Associates Chartered Accountants as Internal Auditors to carry outthe Internal audit of the Company. The reports of the Internal Auditors along withcomments from the management are placed for review before the Audit Committee. The AuditCommittee in consultation with the Statutory Auditor also scrutinizes the audit plan andthe adequacy of Internal controls.
42. PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are provided in ANNEXURE 3 to this Report.
The information required under Section 197 of the Companies Act 2013 read with rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given below:
|Employee Name ||Designation ||Date of Joining ||Age (Years) ||Remuneration (Rs. In Lacs) ||Qualification ||Experience (in years) |
|Sorabh Gupta ||Managing Director ||01 October 1994 ||53 ||24.00 ||M.Tech ||33 |
43. 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) Extract of Annual Return pursuant to Section 92(3) of the Companies Act 2013and Rule 12(1) of the Companies (Management and Administration) Rules 2014 which web linkavailable in director report. Annexure 1
b) Secretarial Audit Report (Form MR 3) : Annexure 2
c) Details pertaining to remuneration as required under section 197 of thecompanies act 2013 read with rule 5(1) of the companies (appointment and remuneration ofmanagerial personnel) rules 2014 : Annexure 3
d) Energy conservation technology absorption and foreign exchange inflow/outgopursuant to section 134 (3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Account) Rules 2014: Annexure 4
e) Statement containing salient features of the financial statement or subsidiariesor associate companies or joint ventures: Annexure 5
f) Certificate by Managing Director and Chief Financial Officer of the companyunder regulation 17(8) of SEBI (LODR) regulations 2015 : Annexure 6
g) Management Discussion and Analysis Report Annexure 7
h) Corporate Governance report Annexure 8
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.
On behalf of the Board Dhampure Speciality Sugars Limited
|SD/- ||SD/- |
|Sorabh Gupta ||Praveen Singh |
|Managing Director ||Director |
|DIN: 00227776 ||DIN:07145827 |
|Place: New Delhi |
|Date: 24th August 2020 |