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Dhampure Speciality Sugars Ltd.

BSE: 531923 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE956B01013
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NSE 05:30 | 01 Jan Dhampure Speciality Sugars Ltd
OPEN 41.20
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OPEN 41.20
CLOSE 40.05
VOLUME 2627
52-Week high 53.90
52-Week low 29.55
P/E
Mkt Cap.(Rs cr) 31
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dhampure Speciality Sugars Ltd. (DHAMPURSPLSUG) - Director Report

Company director report

To

The Members

Dhampure Speciality Sugars Limited

Your Directors are pleased to present the 29thAnnual Report for thefinancial year ended on March 31st 2021.

1. FINANCIAL RESULTS

Standalone Consolidated
FINANCIAL RESULTS 31st March 2021 31st March 2020 31st March 2021 31st March 2020
Net Sales 101150195 74838674 158271086 74838674
Other income 16851590 4119521 19646685 8278223
Total Income 118001784 78958195 177917771 83116897
Earnings Before Interest Tax Depreciation and Amortization (EBITDA) 4854660 8922189
Finance cost 105887 134556 109507 153771
Depreciation & Amortization expense 2150981 1957604 2934257 2571379
Profit before tax 17345312 2762500 18831252 6197039
Provision for Tax Expenses 2361589 8467862 2563015 8659149
Profit After Tax 14983723 (5705361) 16268237 (2462110)
Other Comprehensive Income net of tax 0 0 0 0
Total Comprehensive Income 14983723 (5705361) 16268237) (2462110)
Earnings per Equity share of Rs. 10/- Basic (Rs.) 1.89 (0.72) 2.05 (0.31)
Earnings per Equity share of Rs. 10/- Diluted (Rs) 1.89 (0.72) 2.05 (0.31)

2. FINANCIAL HIGHLIGHTS

During the year under review total income of the Company was Rs. 118001784 asagainst Rs. 78958195 in the previous year. Total Expense of the Company during the yearunder review hereby was 100258702 as against 76195695 in the previous Year. YourDirectors are 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.The Company is listed at Bombay Stock Exchange. During the year Company earned a Profitsof Rs. 14983723. Export sales of the company during the year is Rs. 1072572.

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 2021 and the date of this Report.

7. DIVIDEND AND TRANSFER TO RESERVE

Since the Company has not sufficient profits during the year being reported thereforethe Board of Directors of your Company has decided to not to declare any dividend toshareholders of the Company for the financial year 2020-21 thus no dividend is beingrecommended for this year. Accordingly no amount is also proposed to be transferred to thereserve of the Company.

8. EXPORTS

During the year under review total export sale of the Company was Rs. 1072572 asagainst Rs. 5875230 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 formingpart of the Annual Report.

11. SHARE CAPITAL

As on 31st March 2021 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.

12. 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.

13. 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 2021 are provided in the Annual Report.

14. DEPOSITS

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.

15. DETAILS OF SUBSIDIARY COMPANIES

As on 31st March 2021 the company has two wholly owned subsidiariesviz-a-viz Dhampur Green Private Limited Sun Burst Services Private Limited and OneSubsidiary Company named called as Nostalgic Foods Retail Private Limited in which HoldingCompany i.e ( Dhampure Speciality Sugars Limited) holds the 80% of the total Shareholding.

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.dhampurgreen.com.

16. 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 2021 in Form AOC-1 is annexed to this Report as ANNEXURE - 5

17. 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.

18. 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.

19. 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.

20. LISTING

At present the equity shares of the Company are listed at BSE Ltd. The annual listingfees for the financial year 2020-21 to BSE have been paid. No shares of your Company weredelisted during the financial year 2020-21.

21. 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.

22. DIRECTORS

During the financial year 2020-21 Mr. Kartik Raina (Independent Non- ExecutiveDirector) (DIN: 02222282) Mr. Mohd Arshad Suhail Siddiqui (Independent Non- ExecutiveDirector) (DIN: 06675362) and Mr. Ajay Goyal (Independent Non-Executive Director ) (DIN:02323366 ) as independent Directors of the Company.

Mrs. Praveen Singh is liable to retire by rotation making herself eligible to bere-appointed on the Board.

Brief resume of the above mentioned Director being re-appointed nature of herexpertise in specific functional areas detail of Directorship in other companiesmembership / chairmanship of committees of the board and other details as stipulatedunder Regulation 36(3) of SEBI LODR and Secretarial Standard - 2 issued by The Instituteof Company Secretaries of India are given in the Notice forming part of the AnnualReport.

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.

23. KEY MANAGERIAL PERSONNEL'S

Name Designation
Mr. Sorabh Gupta Managing Director
Mr. Ghanshyam Tiwari Chief Financial Officer
Mr. Aneesh Jain* Company Secretary

*During the Financial Year as on 18th May 2020 Board of Directors hasappointed Mr. Aneesh Jain as a Company Secretary of the Company how manage the affairs ofthe Company.

24. 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.

25. MEETINGS

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.

26. 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.

27. COMPOSITION OF AUDIT COMMITTEE

As on 31st March 2021 the Audit Committee of the Company comprises the followingdirectors:

Chairman: Mr. Mohd Arshad Suhail Siddiqui (Independent Director)

Members: Mr. Kartik Raina (Independent Director)

Members: Mrs. Praveen Singh (Non Executive Director)

28. 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.

29. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethere under the Company had appointed M/s Uma Verma & Associates to conductsecretarial audit of the Company for the financial year ended 31st March 2021. The Reportof M/s Uma Verma& Associates in terms of Section 204 of the Act is provided in the "ANNEXURE2' forming part of this Report.The observations (including any qualificationreservation 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 2021confirming 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.

30. 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 2021 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 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.

31. 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.

32. 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.

Based on the deliberation with Statutory Auditors to ascertain their views on thefinancial statements including the Financial Reporting System and Compliance to AccountingPolicies & Procedures the Audit Committee was satisfied with the adequacy andeffectiveness of the Internal Control and System followed by the Company.

33. TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Act Investor Education and ProtectionFund Authority (Accounting Audit Transfer and Refund) Rules 2016 ("IEPFRules") read with the relevant circulars and amendments thereto the amount ofdividend remaining unpaid or unclaimed for a period of seven years from the due date isrequired to be transferred to the Investor Education and Protection Fund("IEPF") constituted by the Central Government. Further according to theRules the shares in respect of which dividend has not been paid or claimed by the membersfor seven consecutive years or more shall also be transferred to the demat account createdby the IEPF Authority.

The Company had sent individual notices and also advertised in the newspapers seekingaction from the members who have not claimed their dividends for seven consecutive yearsor more. Thereafter the Company had accordingly transferred Rs. 145926/- being theunpaid and unclaimed dividend amount pertaining to financial year 2012-13 during thefinancial year 2020-21 in terms of the provisions of section 124(6) of the Companies Act2013 and the IEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 asamended from time to time.

34. RISK MANAGEMENT POLICY

Though the Regulation 21 of the SEBI LODR as amended is not applicable to the Companybased on the market capitalization as on 31st March 2021 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 AnnualReport.

41. INTERNAL AUDIT

During the Financial year ended 31st March 2021 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 54 30.00 M. Tech 34

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

44. HUMAN CAPITAL

Relation with employees continued to be cordial and harmonious. HR policies of theCompany are aimed at attracting motivating and retaining employees at all levels.

45. APPRECIATION

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: 31st August 2021

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