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DHP India Ltd.

BSE: 531306 Sector: Consumer
NSE: N.A. ISIN Code: INE590D01016
BSE 00:00 | 24 Jan 475.00 0
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NSE 05:30 | 01 Jan DHP India Ltd
OPEN 489.00
PREVIOUS CLOSE 475.00
VOLUME 96
52-Week high 620.00
52-Week low 425.00
P/E 14.48
Mkt Cap.(Rs cr) 143
Buy Price 472.00
Buy Qty 12.00
Sell Price 475.00
Sell Qty 14.00
OPEN 489.00
CLOSE 475.00
VOLUME 96
52-Week high 620.00
52-Week low 425.00
P/E 14.48
Mkt Cap.(Rs cr) 143
Buy Price 472.00
Buy Qty 12.00
Sell Price 475.00
Sell Qty 14.00

DHP India Ltd. (DHPINDIA) - Director Report

Company director report

TO THE MEMBERS

Your Directors are pleased to present the Company's Twenty-Eighth Annual Report andCompany's Standalone Audited Financial Statement of Accounts for the Financial Year ended31st March 2019.

FINANCIAL HIGHLIGHTS :

The Board's Report shall prepared based on the standalone financial statements of theCompany for the year ended March 31 2019 is summarized below (Rs. in Lacs)

Particulars Year ended 31.03.2019 Year ended 31.03.2018
Revenue from Operations (net) 6826.42 5324.44
Other Income 157.88 577.32
Total Revenue including Other Comprehensive Income 6984.30 5901.76
Profit Before Finance Cost Depreciation & Tax 1922.24 1802.46
Less : Finance Cost (-) 16.16 (-) 22.70
Less : Depreciation (-) 134.46 (-) 135.44
Profit Before Tax {andprofit before exceptional and extraordinary items} 1771.62 1644.32
Less : Provision for Taxation (inclusive of adjustment of deferred tax asset) M 482.45 M 351.44
Profit After Tax for the year of Continuing and Total Operation 1289.17 1292.88
Add : Profit brought forward from previous year 1.69 206.02
Profit Available for Appropriation 1290.86 1498.90
Appropriations Dividend Declared in F.Y.2018-19 (Proposed Dividend of F.Y. 2017-18) & in F.Y. 2017-18 (Proposed Dividend of F.Y. 2016-17) (-) 75.00 (-) 60.00
Tax payment of Declared Dividend (-) 15.41 (-) 12.21
Transfer to General Reserve M 1200.00 (-) 1425.00
Surplus Carried to Balance Sheet 0.45 1.69
Net Worth (Capital employed at the year end) 7095.45 5896.69
Book Value of Shares at the year end (Amount in Rs. ) 236.51 196.56
Earning per Share (Amount in Rs. ) 42.97 43.10

DIVIDEND

Your Directors have recommended a dividend of Rs. 2.50 per Equity Share (Previous yearofRs. 2.50 per Equity Shares) for the financial year ended March 31 2019 i.e. @25% oftotal paid-up equity share capital. The above dividend will be payable out of currentyear's profit of the Company. The dividend if approved by the shareholders will entailan out-flow ofRs. 90.41 lacs (inclusive of tax on dividend ofRs. 15.41 lacs).

TRANSFER OF RESERVES

The Company proposes to transfer Rs. 1200.00 lacs to the General Reserve out of theamount available for appropriation. The Other Equity i.e. Reserves & Surplusthereafter will stand as on March 31 2019 at Rs. 6795.45 lacs at a Book value of Rs.236.51 per Equity Share.

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

Your Company's operation during the year was satisfactory. The total revenue during theyear was increased to 18.34% in comparison with its previous year similarly the profitbefore tax during the year was increased to 7.74% in comparison with its previous year andprofit after tax during the year was decreased to 0.29% in comparison with its previousyear. Your Directors continue to be of the opinion that high quality of products andinnovations in products as well as improvement in technology along with cost cuttingefforts will help your company to face this competition. The company is expected tocontinue to do well and improve further in the coming years .

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DIRECTORS AND KEY MANAGERIAL PERSONNEL & COMMITTEE OF THE BOARD

a) Present Key Managerial Personnel.

The following are Key Managerial Personnel of the Company

1. Mr. Asheesh Dabriwal (DIN : 00044783) : Managing Director & Chief ExecutiveOfficer of the Company;

2. Mr. Janak Bhardwaj (DIN : 00047641) : Executive Director & Chief OperatingOfficer of the Company;

3. Mr. Ashok Kumar Singh : Chief Financial Officer of the Company; and

4. Ms. Suruchi Tiwari: Company Secretary & Compliance Officer of the Company.

b) Committee of the Board.

The Board of Directors have the following Committees :

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Shareholders / Investor Grievance Committee (Stakeholders; Relationship Committee);and

4. Corporate Social Responsibility Committee.

The details of the Committee along with their composition number of meetings andattendance at the meeting are provided in the Corporate Governance Report.

c) Changes in Directors and Key Managerial Personnel.

There are no changes recorded in Directors and Key Managerial Personnel during thefinancial year ended 31st March 2019.

d) Proposed Changes in Directors and Key Managerial Personnel seeking approval ofensuing AGM

Mrs. Anjum Dhandhania (DIN-00058506) a Non-Executive Director of the Company retireby rotation at the ensuing Annual General Meeting and being eligible have offered herselffor re-appointment and the same proposed in notice.

Mr. Asheesh Dabriwal (DIN-00044783) Managing Director of the Company retire on March31 2019 and seeking re-appointment for a further terms of five(5) years from April 12019 to March 31 2024 with a revised remuneration agreement. The Board proposed forre-appointment of Mr. Asheesh Dabriwal (DIN-00044783) as a Managing Director of theCompany for a further period of five (5) years from April 1 2019 to March 31 2024 andseeking approval of members at the ensuing Annual General Meeting and the same proposed innotice.

Mr. Buddhadeb Basu (DIN-00061771) & Dr. Subrata Haidar (DIN-00089655) both areIndependent Director of the Company retire on September 18 2019 and seekingre-appointment for a further terms of approximate five(5) years from September 18 2019 toMarch 31 2024. The Board proposed for reappointment of Mr. Buddhadeb Basu (DIN-00061771)& Dr. Subrata Haidar (DIN-00089655) both as Independent Director of the Company for afurther period of approximate five (5) years from September 18 2019 to March 31 2024 andseeking approval of members at the ensuing Annual General Meeting and the same proposed innotice.

e) Declaration by an Independent Directors :

The Company has received declaration from all the Independent Directors(Non-Rotational) of the Company confirming that they meet the criteria of independence asper Section 149(6) of the Companies Act 2013.

f) Formal Annual Evaluation :

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and Other individual Directors which includes criteria for performanceevaluation of the nonexecutive directors and executive directors. The Remuneration paid toDirectors & Other Key Managerial Personnel are evaluated by the "Nomination andRemuneration Committee" of the Company on yearly basis.

DIRECTORS AND KEY MANAGERIAL PERSONNEL & COMMITTEE OF THE BOARD

g) Number of meetings of the Board of Directors ;

Five meetings of the Board of Directors were held during the financial year 2018-19i.e. year ended March 31 2019. For further details please refer report on CorporateGovernance of this Annual Report.

h) Policy of Directors' Appointment and Remuneration :

The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on March 31 2019 the Board consist of 6 members one of whom isnon-rotational executive director one of whom is executive (liable to retire byrotation) one of whom is women (liable to retire by rotation) and rest three areindependent (non-rotational). The Board periodically evaluates the need for change in itscomposition and size.

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Companies Act 2013 has been disclosed in the CorporateGovernance Report which forms part of the directors' report.

i) Familiarisation Programme for Independent Directors :

The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 readwith Section 134(5) of the Companies Act 2013 with respect to Directors' ResponsibilityStatement it is hereby confirmed that;

(i) in the preparation of the Annual Accounts for the financial year ended March 312019 the applicable accounting standards read with requirements set out under Schedule IIto the Companies Act 2013 have been followed and there are no material departures fromthe same;

(ii) 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 as at March 31 2019 and the profit ofthe Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) the Directors have prepared the accounts for the financial year ended March 312019 on a ‘going concern' basis.

(v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

MATERIAL CHANGES & COMMITMENTS

No material changes and commitments have occurred after the close of the year till thedate of this Report which affect the financial position of the Company. There has been nochange in the nature of business of the Company.

SIGNIFICANT CHANGES

There are no significant changes and commitments have occurred after the close of theyear till the date of this Report which affect the financial position of the Company.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures. The details in respect of internal financial control and theiradequacy are included in the management Discussion & Analysis which forms part ofthis report. During the year such controls were tested and no reportable materialweakness in the design or operation were observed.

ESTABLISHMENT OF VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguardsagainst victimization of persons who use the Vigil Mechanism; and (b) direct access to theChairman of the Audit Committee of the Board of Director of the Company in appropriate orexceptional cases.

RISK MANAGEMENT

The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company evaluating the allrisks that the organization faces such as strategic financial credit market liquiditysecurity property IT legal regulatory reputational and other risks.

AUDITORS AND AUDITORS' REPORT Statutory Auditors & their Statutory Audit Report

The Company's Statutory Auditors M/s. Navin Nayar & Company Chartered Accountants(Firm Registration No. 32895 IE) were appointed as Statutory Auditors of the Company fora period of five (5) consecutives years from Financial Year 2018-19 to financial year2022-23 (from April 1 2018 to March 31 2023) at the Annual General Meetings("AGM") of the Members held on September 24 2018 on a remuneration mutuallyagreed upon by the Board of Directors and the Statutory Auditors. Their appointment wassubject to ratification by the Members at every subsequent AGM held after the AGM held onSeptember 24 2018. Pursuant to the amendments made to section 139 of the Companies Act2013 by the Companies (Amendments) Act 2017 effective from May 7 2018 the requirementof seeking ratification of the members of the appointment of the Statutory Auditors hasbeen withdrawn from the statute. Hence the resolution seeking ratification of the Membersfor continuance of their appointment at this AGM is not being sought.

There is no audit qualification reservation or adverse remark for the year underreview. The opinion made in the Auditors' Report to the Members of the Company have beendealt with in the Notes to the Statement of Profit and Loss and the Balance Sheet in NotesNo. 1 to 25.3 of the Accounts. These are self explanatory and do not call for furthercomments.

Cost Auditors

The Board has appointed Mr. Kishore Majumdar Practicing Cost Accountant and Proprietorof M/s. K. MAJUMDAR & ASSOCIATES Cost Accountants for conducting Cost Audit for theFinancial Year 2018-19 (Year ended March 31 2019) and also appointed for next FinancialYear 2019-20 (Year ended March 31 2020) as Cost Auditor subject to such approvals as maybe applicable.

AUDITORS AND AUDITORS'REPORT Secretarial Auditors & their Secretarial Audit Report

The Board has appointed Mr. Sushil Tiwari Practicing Companies Secretaries andProprietor of M/s. SUSHIL TIWARI & ASSOCIATES Companies Secretaries for conductingSecretarial Audit for the Financial Year 2018-19 (Year ended March 31 2019) and alsoappointed for next Financial Year 2019-20 (Year ended March 31 2020) as SecretarialAuditor. The Secretarial Audit Report and the Secretarial Annual Compliance Report bothfor the financial year ended March 31 2019 is annexed in a separate report namely"Secretarial Audit Report" in Form No. MR-3 and its Annexure-"A" as"Secretarial Annual Compliance Report" . The Secretarial Audit Report andSecretarial Annual Compliance Report does not contain any qualification reservation oradverse remark.

Internal Auditors

The Board has appointed Internal Auditor Mr. Timir Baran Hazra Chaptered Accountantsa practicing Chartered Accountants and Member of the Institute of Chartered Accountants ofIndia for conducting Internal Audit for the Financial Year 2018-19 (Year ended March 312019) and also appointed for next Financial Year 2019-20 (Year ended March 31 2020) asInternal Auditor.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3)(m) of theCompanies Act 2013 read with rule 8(3) of the Companies (Accounts) Rules 2014 are givenin a separate Annexure - "I" attached hereto and form part of the Report.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return as of March 31 2019 pursuant to the sub-section (3)of Section 92 of the Companies Act 2013 in Form No. MGT - 9 shall form part of theBoard's Report given in a separate Annexure - "II" attached hereto and form partof the Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year the Company formed a new committee named Corporate & SocialResponsibility Committee and adopt a CSR policy to be undertaken by the Company which hasbeen approved by the Board. The disclosure as per Rule 9 of Companies (Corporate SocialResponsibility Policy) Rules 2014 are given in a separate Annexure - "III"attached hereto and form part of the Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & RedressaJ) Act 2013 and Rules made there under Company provides fordiversity and equal opportunities to all employees across the Company based on merit andability. The cultures of the Company ensure the aspects of work-life balance foremployees especially for women and are suitably addressed. During the year no complaintsof sexual harassment were received.

AUDIT COMMITTEE

The Audit Committee comprises Non-Executive & Independent Directors namely Mr.Buddhadeb Basu (Chairman) Non-Executive & Independent Director namely Dr. SubrataHaidar & Non-Executive & Independent Director namely Mr. Surajit Raha as otherMembers. All the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE AND CSR COMMITTEE

The Nomination and Remuneration Committee comprises two Non-Executive IndependentDirector namely Mr. Buddhadeb Basu (Chairman) & Mr. Surajit Raha (Member) and oneNon-Executive & Women Director Mrs. Anjum Dhandhania (Member). All the recommendationsmade by the Nomination and Remuneration Committee were accepted by the Board.

The Corporate & Social Responsibility (CSR) Committee comprises one Non-Executive& Independent Director namely Mr. Buddhadeb Basu (Chairman) one Executive Directornamely Mr. Asheesh Dabriwal (Member) and one Non-Executive & Independent Directornamely Mr. Surajit Raha (Members). All the recommendations made by the Corporate &Social Responsibility Committee were accepted by the Board.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year the Company have not paid any loans guarantees or made any investmentsreferred to Section 186 of the Companies Act 2013. The particulars of other loans giveninvestments made for the purpose of its business activities are provided in the standalonefinancial statement (please refer to Note No. 6 & 9 to the Standalone FinancialStatement).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactionsthus the disclosure in prescribed Form No. AOC - 2 is not required as per third provisionof Section 188(1) of the Companies Act 2013. Your Directors draw attention of the membersto Note No. 24.8 of the Standalone Financial Statement which sets out related partydisclosures as per Ind AS - 24.

PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial personnel) Rules 2014 are provided in a separate Annexure -"IV" attached hereto and form part of the Report.

Particulars of employees pursuant to the provisions of Section 197(12) of the CompaniesAct 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are NIL.

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance as stipulated under Regulation 15(2) and otherrelevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 for the year ended 31st March 2019 as forms part of the Annual Report and which hasbeen set out in a separate report called "Corporate Governance Report" annexedherewith. The requisite Certificate from the Statutory Auditors of the Company M/s. NAVINNAYAR & COMPANY Chartered Accountants confirming compliance with the conditions ofCorporate Governance as stipulated under the aforesaid Clause 49 & Regulation 15(2) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is also annexedto this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 15(2) and other relevant provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 for the year ended 31st March 2019 ispresented in a separate section forming part of the Annual Report called as ManagementDiscussion & Analysis Report" is annexed.

LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed and traded on The Calcutta Stock ExchangeLtd.("CSE") Kolkata [Securities Code No. 10014058] and Bombay Stock ExchangeLtd. ("BSE") Mumbai [Securities Code No. 530306] and the Listing Fees for theFinancial Year 2019-20 of BSE have already been paid and the Listing Fees Bills of CSE forthe Financial Year 2019-20 is awaited for payment.

DEPOSITORY SYSTEM

Trading in Equity Shares of your Company in the dematerialised form is compulsory forall the shareholders in terms of notification issued by the Securities and Exchange Boardof India (SEBI). The Equity Shares of the Company have been activated both in CentralDepositories Services (India) Limited (CDSL) and National Securities & DepositoryLimited (NSDL) and may be dematerialsed under the ISIN - INE 590D 01016. Your Company hasachieved a high level of dematerialized with about 98.80% of total number of Equity Sharesbeing held in electronic mode with NSDL & CDSL. The custodian fees for the FinancialYear 2019-20 have already been paid.

STATUTORY INFORMATION AND OTHER DISCLOSURES

The declaration required under regulation 26(3) of the Securities and Exchange Board ofIndia (Listing Obligation and Disclosure Requirement) Regulations 2015 regarding"Code of Business Ethics" of the Company issued by Chief ExecutiveOfficer-cum-Managing Director is annexed and forms are integral part of this Report.

The certificate required from a Company Secretary in Practice under sub-clause (i) ofclause 10 of Part C of Schedule V of the Securities and Exchange Board of India (ListingObligation and Disclosure Requirement) Regulations 2015 regarding "Directors and KMPare not debarred or disqualified from statutory authorities" of the Company issued byCompany Secretary in Practice is annexed and forms are integral part of this Report.

The Chief Executive Officer and Chief Financial Officer joint certificate requiredunder regulation 17(8) of the Securities and Exchange Board of India (Listing Obligationand Disclosure Requirement) Regulations 2015 regarding "CEO/CFO Certification ofFinancial Report" of the Company issued by Chief Executive Officer- cum-ManagingDirector and Chief Financial Officer jointly is annexed and forms are integral part ofthis Report.

GENERAL

Your Directors state that no disclosures or reporting is required in respect of thefollowing items as there were no transactions on this items during the year under review :

1) Details relating to deposits covered under Chapter V of the Companies Act 2013.

2) Issue of equity shares with differential rights as to dividend voting or otherwise.

3) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.

4) Neither the Managing Director nor the any Executive Director of the Company receiveany remuneration or commission from any of its subsidiaries.

5) No significant or material orders were passed by the regulators or courts ortribunal which impact the going concern status and Company's operation in future.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government Authorities Customers Vendors andMembers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services by the Company's executives staffand workers.

For and on behalf of the Board of Directors ASHEESH DABRIWAL Managing Director &C.E.O. (DIN - 00044783)

Place : Kolkata

Dated : 30th day of May 2019