To the members
DHAMPUR SUGAR MILLS LIMITED
The Directors have pleasure in presenting 86th Annual Report of the Company togetherwith the Audited Accounts for the year ended March 31 2021.
|Particulars || |
| ||For the year ended March 31 2021 ||For the year ended March 31 2020 ||For the year ended March 31 2021 ||For the year ended March 31 2020 |
|Revenue from operations ||4248.97 ||3556.21 ||4233.51 ||3423.91 |
|Profit before finance costs tax depreciation and amortization exceptional items and other comprehensive income ||472.85 ||392.29 ||477.80 ||395.71 |
|Less: Finance costs ||79.88 ||100.59 ||79.67 ||100.07 |
|Less: Depreciation and Amortization expense ||77.71 ||76.04 ||77.10 ||75.39 |
|Profit before tax ||315.26 ||215.66 ||305.03 ||202.99 |
|Provision for tax ||86.17 ||(8.37) ||86.17 ||(8.38) |
|Profit for the year ||229.09 ||224.03 ||218.86 ||211.37 |
|Profit / (loss) for the period from discontinued operation before tax ||(0.12) ||(8.40) ||- ||- |
|Tax expense on discontinued operation ||- ||- ||- ||- |
|Profit / (loss) for the period from discontinued operation after tax ||(0.12) ||(8.40) ||- ||- |
|Net Profit for the year ||228.97 ||215.63 ||- ||- |
|Other comprehensive income (net of tax) ||8.50 ||(7.74) ||8.24 ||(7.82) |
|Total comprehensive income for the year ||237.47 ||207.89 ||227.10 ||203.55 |
The key operational data of the Company is as under:
Sugar operations at a glance
|Particulars ||For the year ended March 31 2021 ||For the year ended March 31 2020 |
|Cane crushed (in Lakh ton) ||80.01 ||69.16 |
|Net Recovery (%) ||10.64% ||11.08% |
|Sugar Produced from Cane (in Lakh ton) ||8.51 ||7.66 |
Co-generation operations at a glance
|Particulars ||For the year ended March 31 2021 ||For the year ended March 31 2020 |
|Power generated (in Crore units) (M.W.) ||74.16 ||69.28 |
|Sale to UPPCL (in Crore units) (M.W.) ||35.43 ||35.24 |
Chemical operations at a glance
|Particulars ||For the year ended March 31 2021 ||For the year ended March 31 2020 |
|RS/ENA/Ethanol produced ||1124.27 ||1050.77 |
|(in Lakh bulk liters) || || |
|Chemicals produced (in Lakh kilograms) ||246.04 ||176.39 |
Companys Performance during FY 2021
Companys Performance during the Financial Year 2020-21 has been explained inManagement Discussion and Analysis Report which forms an integral part of thisBoards Report.
Impact of Global Crisis - Covid -19
The COVID-19 pandemic is a defining global crisis that has transformed the way wethink live and work. The spread of the virus disrupted the global economy and consumersentiment starting December 2019. The virus was declared a global pandemic by the WorldHealth Organisation in March 2020. The Indian government declared a lockdown starting 24
March 2020 that extended into the financial year under review.
The Company was provided permission to operate its manufacturing units through thelockdown. The Company ensured the safety of its employees and is complying with all thenorms related to social distancing thermal scanning wearing of face mask propersanitization and hygiene at all its factories. The work from home policy is stillcontinuing at the corporate office of the
There has been no material impact on the business of the Company and it does notforesee any material impact on the operational results and the financial health as sugarand the allied products which the Company is manufacturing are all essential commodities.
Consolidated Financial Statements and Subsidiary/ Associate & Joint VentureCompanies
The Consolidated Financial Statements of the Company are prepared in accordance withthe relevant Indian Accounting Standards issued by the Institute of Chartered Accountantsof India and forms an integral part of this Report.
As at March 31 2021 the Company has four subsidaries in terms of the provisions ofthe Companies Act 2013 namely Dhampur International Pte Limited a Wholly OwnedSubsidiary (in Singapore) Ehaat Limited Wholly Owned Subsidiary Dhampur Bio OrganicsLimited (Formerly RMSD Enterprises Private Limited) Wholly Owned Subsidiary and DETSLimited Subsidiary of the Company.
Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 a report on the performance and financial position of theSubsidiary Companies as per Companies Act 2013 is given in the Form AOC 1 annexed asAnnexure 2 and forms an integral part of this Report.
Dhampur International Pte Limited has achieved the turnover of H86.52 Crore for theyear ended March 31 2021 as compared to H152.80 Crore last year.
Ehaat Limited has decided to close down its operations so there is no business for theyear ended March 31 2021 as compared to H13.21 Crore last year.
Dhampur Bio Organics Limited (Formerly RMSD Enterprises Private Limited) is yet tostart its business since it is newly incorporated.
DETS Limited has no business for the year ended March 31 2021 as compared to H 0.26Crore last year.
Audited Financial Statement for the Subsidiary Companies for FY 2020-21 have beenplaced on the website of the Company i.e. www.dhampur.com and are available forinspection at the Companys registered office and at the Subsidiary Company.
Material Changes and Commitments during the Year
There are no material changes and commitments affecting the financial position of theCompany which have occurred between March 31 2021 and at the date of the Report asrequired under Section 134(3) (l) of the Companies Act 2013.
Change in the Nature of Business
During the year there was no material change in the nature of business of the Company.
During the period under review the Company had declared and paid Interim Dividend @60%i.e. H6.00 per Equity Share of H10 each.
The Interim Dividend declared by the Board of Directors is proposed to be confirmed asFinal by Shareholders in the ensuing Annual General Meeting.
The Company has a Dividend Distribution Policy and same has been hosted on the websiteof the Company i.e. www.dhampur.com.
Details of Unclaimed Dividend and Investor Education and Protection Fund
Details of Unclaimed Dividends and disclosure with respect to Investor Education andProtection Fund forms part of Corporate Governance Report.
The Company has earned Net Profit after tax ofH218.86 Crore for the year ended March31 2021 which has been adjusted in Retained Earnings. During the year under review theCompany has transferred H0.53 Crore to Molasses Reserve Fund which is also stated in thenotes to Financial Statements forming part of this Report.
The paid-up Equity Share Capital of the Company as at March 31 2021 stood at H66.38Crore (66387590 Equity shares of H10 each). During the year under review the Company hasnot issued any shares or convertible securities or shares with differential voting rightsnor has granted any stock option sweat equity or warrants.
During the year the pending amount on partly paid shares was received by theCompanyregisteredofficeofthe from the respective shareholders consequent to the reminderssent by the Company. Therefore the Partly Paid shares were made Fully Paid and it was dulyintimated to Stock Exchanges and Depositories and updated in the records.
Directors and Key Managerial Personnel
During the year Shri Harish Saluja and Shri Rahul Bedi Non-
Executive Independent Directors of the Company retired by rotation w.e.f. September 22020.
Shri Mahendar ceased to be the Nominee Director of the Company w.e.f June 17 2020 ashis name was withdrawn by Punjab National Bank.
Shri Yashwardhan Poddar and Shri Satpal Kumar Arora were appointed as Non- ExecutiveIndependent Directors of the Company w.e.f. July 30 2020 for a period of Five Years.
The Board have duly considered the integrity expertise and experience including theproficiency of Shri Yashwardhan Poddar and Shri Satpal Kumar Arora while considering theirappointment with details as under:
|Particulars ||Shri Yashwardhan Poddar ||Shri Satpal Kumar Arora |
|Expertise ||Industrialist Business Strategy Leadership Formulation and Implementation of Policies and Planning. ||Corporate Banking and Project Financing Legal Compliance alongwith Corporate Governance |
|Experience ||19 years ||37 Years |
Smt. Nandita Chaturvedi was re-appointed as Non- Executive
Independent Director for another term of Five Years w.e.f. September 10 2020.
Shri Ashok Kumar Goel Shri Gaurav Goel and Shri Sandeep Kumar Sharma shall retire byrotation at the ensuing Annual General Meeting and being eligible have offered themselvesfor re-appointment. Brief profile of Directors being re-appointed is given in the Noticeconvening the ensuing Annual General Meeting of the Company.
Shri Susheel Kumar Mehrotra was appointed as Chief Financial
Officer of the Company w.e.f. February 2 2021.
Shri Nalin Kumar Gupta existing Chief Financial Officer was designated as Joint ChiefFinancial Officer of the
I. Accepted during the year: H171553000.
II. Remained unpaid or unclaimed (excluding interest thereon) as at the end of theyear: H276000.
III. If there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved:
|At the beginning of the year ||NIL |
|Maximum during the year ||NIL |
|At the end of the year ||NIL |
The Board of Directors of the Company has decided to discontinue the acceptance ofdeposits w.e.f. February 3 2021.
The Board of Directors in its meeting held on April 8 2021 has decided to accept thedeposits again subject to the fulfillment of necessary conditions.
Deposits not in compliance with Chapter V of the Act
The Company is in compliance with all the applicable provisions of the Companies Act2013.
Particulars of Loans Guarantees or Investment
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to Financial Statements forming partof this annual report.
Related Party Transactions
All the transactions carried out with related parties for the year under review were onarms length basis which were duly approved by the Audit Committee and are incompliance with the applicable provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements)
Regulations 2015 as amended from time to time.
There are no material significant related party transactions made by the Company withPromoters Directors or Key
Managerial Personnel etc. which may have potential conflict with the interest of theCompany at large.
The Related Party Transactions Policy as approved by the Board is uploaded on theCompanys website i.e. www.dhampur.com.
Your directors draw attention of the members to Note No. 46 of the Standalone FinancialStatements which sets out related party disclosures.
All transactions entered with Related Parties for the year under review were onarms length basis and in the ordinary course of business and are not material innature and thus disclosure in Form AOC-2 in terms of Section 134 of Companies Act 2013 isnot required.
CARE Ratings a Credit Rating Agency has assigned the credit rating of "CARE A;Stable (Single A; Outlook: Stable") for Long term and Short-term Credit Facilitiesfrom Banks and Fixed
Deposits accepted by the Company respectively.
India Ratings and Research (Ind-Ra) has assigned Dhampur Sugar Mills Limited (DSML) aLong-Term Issuer Rating of IND A+. The Outlook is Stable.
Statutory Auditors and their Audit Report:
M/s. TR Chadha & Co. LLP Chartered Accountants (ICAI Firm Registration number006711N/N500028) and M/s. Atul Garg & Associates Chartered Accountants (ICAI FirmRegistration number 001544C) are Joint Statutory Auditors of the Company and shallcontinue to be Statutory Auditors till the conclusion of Eighty Seventh Annual GeneralMeeting to be held in the year
2022. The report given by the Auditors on the Standalone and Consolidated FinancialStatements of the Company for the year ended March 31 2021 forms part of this AnnualReport and there is no qualification reservation adverse remark or disclaimer given bythe Auditors in their reports.
The Auditors of the Company have not reported any fraud in terms of the second provisoto Section 143(12) of the Companies Act 2013 and therefore no detail is required to bedisclosed under Section 134 (3) (ca) of the Companies Act 2013.
Cost Accounts and Cost Auditors
The Cost Records required under Section 148 of the Companies Act 2013 and rules madethereunder and are maintained in compliance with the provisions. Shri S.R.Kapur (CostAccountant Khatauli) Cost Auditors of the Company have duly submitted the Cost AuditReport for the period under review. As per the requirement of Central Government andpursuant to Section 148 of the Companies Act 2013 read with the Companies (Cost Recordsand Audit) Rules 2014 as amended from time to time the Board of Directors on therecommendation of Audit Committee has re-appointed Shri S.R. Kapur Cost AccountantKhatauli as Cost Auditors to audit the Cost Accounts of the Company for the Financial Year2021-22. As required under the Companies Act 2013 the remuneration payable to CostAuditors is required to be placed before the members in ensuing Annual General Meeting fortheir ratification. Accordingly a resolution seeking members S. R. Kapurratification
Cost Auditors is included in the Notice convening Annual General Meeting of theCompany.
Pursuant to the provisions of Section 138 of the Companies Act 2013 the Board ofDirectors on the recommendation of Audit Committee has appointed M/s S.S. Kothari Mehta& Co.
Chartered Accountants New Delhi as Internal Auditors of the Company for the FinancialYear 2021-22.
Internal Financial Control
The Companys Internal Control system with reference to the financial statementsare adequate and commensurate with the nature of its business and the size and complexityof its operations. Periodic Audits and checks are conducted and the controls to preventdetect and correct irregularities in the operations have been laid down by the Company.
Secretarial Auditors and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under the Company has appointed M/s. GSK & Associates Company Secretaries toundertake the Secretarial Audit of the Company. The
Secretarial Audit Report is annexed as Annexure 3 and forms an integral part of thisreport. There is no secretarial audit qualification for the financial year under review.
Annual Secretarial Compliance Report as required under
Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 as amended is also annexed as Annexure 3A and forms part of this report.
Management Discussion and Analysis
The Management Discussion and Analysis Report on the operations of the Company asrequired under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isprovided in a separate section and forms an integral part of this report.
As per SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 as amended a separate section on Corporate Governance practicesfollowed by the Company together with a certificate from M/s. GSK & Associates afirm of Company Secretaries in Practice confirming compliance forms an integral part ofthis report.
Compliance with Secretarial Standards
The Company complies with all the applicable mandatory Secretarial Standards issued byThe Institute of Company Secretaries of India.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013 ourDirectors state that:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments 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 (including other comprehensive income) of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) the annual accounts have been prepared on a going concern basis;
e) the Directors have laid down Internal Financial Controls to be followed by theCompany and that such Internal Financial Controls are adequate and operating effectively;and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Declaration by Independent Directors
The Company has received declaration from all Independent Directors as under inaccordance with the provisions of Section 149(6) of Companies Act 2013 and Regulation 16of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 and amendments thereto:
Shri Mahesh Prasad Mehrotra
Shri Priya Brat
Shri Ashwani Kumar Gupta
Shri Yashwardhan Poddar
Shri Satpal Kumar Arora
Smt. Nandita Chaturvedi
The Company has also received confirmation from all the Independent Directors that theyhave not incurred disqualification under section 164(2) of the Companies Act 2013 in anyof the Companies in the previous financial year and that they are at present stand freefrom any disqualification from being a Director. The Independent Directors have alsoconfirmed their compliance with the Code for Independent
Directors as prescribed in Schedule IV to the Companies Act 2013 and the Code ofConduct and Business Ethics for Board Members and Senior Management of the Company.
Details of Board Meetings held during the year
The Board of Directors met six times during the Financial Year
2020-21. Details of the Board Meetings and attendance at the meetings held during theFinancial Year 2020-21 forms part of the Corporate Governance Report which forms part ofthis report.
Committees of the Board
The Board of Directors have following Committees:
Nomination and Remuneration Committee Stakeholders Relationship Committee
Corporate Social Responsibility Committee (CSR Committee) The details of the Committeesalongwith their composition number of meetings and attendance at the meetings areprovided in the Corporate Governance Report forming part of this report.
Corporate Social Responsibility
The composition of CSR committee is as under:
Shri Vijay Kumar Goel Chairman
Shri Gaurav Goel Member
Shri Mahesh Prasad Mehrotra Member
Section 135 of the Act and the Companies (Corporate Social Responsibility Policy)Rules 2014 have been amended substantially with effect from January 22 2021. In terms ofthe provisions of the Act read with amended Companies (Corporate Social ResponsibilityPolicy) Rules 2014 the Annual Report on CSR activities in the format prescribed isannexed as Annexure 4 to this report. In line with the said amendments the Company hasamended the existing policy.
The policy is uploaded on the Companys website i.e www. dhampur.com.
The Company has also constituted a committee named Finance Sub Committee in order tocarry out routine functions of the Company. The Committee has met 9 (nine) times duringthe Financial Year 2020-21 on the following dates: -May 29 2020 July 2 2020 July 132020 August 31 2020 October 19 2020 November 24 2020 December 9 2020 February 222021 and March 31 2021.
The Company has voluntarily formed Risk Management Committee for the purpose of RiskManagement by the Company.
Pursuant to the provisions of the Companies Act 2013 and applicable Regulations of theSEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015 the Board has carried out the evaluation ofits own performance and that of the Board Committees viz. Audit Committee Nomination andRemuneration Committee CSR Committee and Stakeholders Relationship Committee aswell as evaluation of the performance of Directors individually. A structuredquestionnaire was prepared after taking into consideration inputs received from theDirectors covering various aspects of the Boards functioning such as adequacy ofthe composition of the Board and its Committees Board culture execution and performanceof specific duties obligations corporate governance practices and stakeholdersinterests etc. A separate exercise was carried out to evaluate the performance ofIndividual Directors including the Chairman of the Board who were evaluated on parameterssuch as level of engagement and contribution independence of judgement meeting riskmanagement and competition challenges compliance and due diligence financial controlsafeguarding the interest of the Company and its minority shareholders etc. During theyear 2020-21 Shri Yashwardhan Poddar and Shri Satpal Kumar Arora were appointed asNon-Executive
Independent Directors on July 30 2020.They were informed about their role andresponsibilities and were given an overview of business operations and business model ofthe Company including other Directors.
The performance evaluation of all the Directors including Independent Directors wascarried out by the entire Board. The performance evaluation of the Chairman andNon-Independent Directors was carried out by the Independent Directors. The Nomination andRemuneration Committee also carried out evaluation of every Directors performanceafter laying down criteria for evaluation by way of the aforesaid structuredquestionnaire. The Directors expressed satisfaction with the evaluation process andresults thereof.
Nomination and Remuneration Policy
The Board of Directors have framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.Details of this policy are set out in the Corporate Governance Report which forms a partof this Report. The remuneration policy is in consonance with the existing policy of theCompany. The Nomination and Remuneration Policy as approved by the Board is uploaded onthe Companys website i.e. www.dhampur.com.
Risk Management Policy
Risk Management Policy of the Company is in place for Risk assessment and mitigation.Risk procedures are periodically reviewed to ensure control on Risk through properlydefined framework. The Companys Risk Management strategy is integrated with itsoverall business strategies and is communicated throughout the organisation. The Policyfacilitates in identification of risks at appropriate time and ensures and material orderspassed by the necessary steps to be taken to mitigate the risks.
Vigil Mechanism/Whistle Blower Policy
The Company has formulated Vigil Mechanism /Whistle Blower Policy for Directors andEmployees in order to keep high standards of ethical behaviour and provide safeguards towhistle blower.
The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on theCompanys website at www. dhampur.com.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of
Women at Workplace (Prevention Prohibition and Redressal) Act 2013. InternalComplaints Committee (ICC) has been set up to redress complaints received regarding sexualharassment.
All employees (permanent contractual temporary trainees) are covered under thispolicy.
The following is a summary of sexual harassment complaints received and disposed duringthe year 2020-21.
|No. of complaints filed during the financial year ||Nil |
|No. of complaints received ||Nil |
|No. of complaints disposed ||Nil |
Conservation of energy technology absorption foreign exchange earnings and outgo
Details of conservation of energy technology absorption foreign exchange earnings andoutgo pursuant to Section
134 (3)(m) of the Companies Act 2013 read with the Rule
8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure 5 and forms anintegral part of this report.
According to the provisions of Section 92(3) of the Companies Act 2013 read withCompanies ( Management and Administration) Rules 2014 The Annual Return of the Companyin Form MGT -7 has been placed on the website of the Company i.e. www.dhampur.com.
Significant regulators or courts or tribunals impacting the going concern status andCompanys operations in future
There was no such order passed by the regulators or courts or tribunals impacting thegoing concern status and Companys operations in future.
Details of application made or any proceeding pending under the Insolvency andBankruptcy Code 2016
There was no such application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) during the year.
Business Responsibility Report
Business Responsibility Report as required under Regulation 34(2) of the ListingRegulations as amended from time to time is annexed as Annexure 6 and forms part of thisreport.
Human Resources and Industrial Relations
The Company takes pride in the commitment competence and dedication of its employeesin all areas of the business. The Company has structured induction process at alllocations and management development programmes to update skills of managers. Industrialrelations remained cordial and harmonious during the year.
The Disclosure required under Section 197(12) of the Companies Act 2013 read with theRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules 2014 is annexed as Annexure 1 and forms an integral part of this Report. Astatement furnishing the names of Top Ten employees in terms of remuneration drawn andpersons employed throughout the year who were in receipt of remuneration in terms of Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is annexed as Annexure 7 and forms an integral part of this Report.
The above annexure is not being sent along with this Annual Report to the Members ofthe Company in line with the provisions of Section 136 of the Companies Act 2013. Memberswho are interested in obtaining these particulars may write to the Company Secretary atthe registered of the Company twenty-one days before and up to the date of the ensuingAnnual General Meeting during the business hours on working days.
None of the employees listed in the said annexure is a relative of any Director of theCompany. None of the employees hold (by himself or along with his spouse and dependentchildren) more than two percent of the Equity Shares of the Company.
Your Directors place on record their acknowledgement and sincere appreciation to theshareholders for their confidence in the management of the Company the CentralGovernment the State Government Banks and Financial Institutions for their continuedsupport the cane growers for their efforts in ensuring timely cane supply theCompanys employees for their relentless and dedicated efforts resulting in theCompanys growth and look forward to a bright future.
| ||For and on behalf of the Board of Directors |
| ||Ashok Kumar Goel |
|Place: New Delhi ||Vice Chairman |
|Date: April 24 2021 ||(DIN: 00076553) |