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DHP India Ltd.

BSE: 531306 Sector: Consumer
NSE: N.A. ISIN Code: INE590D01016
BSE 00:00 | 05 Aug 676.30 -13.10
(-1.90%)
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690.00

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704.00

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NSE 05:30 | 01 Jan DHP India Ltd
OPEN 690.00
PREVIOUS CLOSE 689.40
VOLUME 1483
52-Week high 793.65
52-Week low 311.00
P/E 12.40
Mkt Cap.(Rs cr) 203
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 690.00
CLOSE 689.40
VOLUME 1483
52-Week high 793.65
52-Week low 311.00
P/E 12.40
Mkt Cap.(Rs cr) 203
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

DHP India Ltd. (DHPINDIA) - Director Report

Company director report

TO THE MEMBERS

Your Directors are pleased to presem the Company's Thirtieth Annual Report andCompany's Standalone Ind AS Audited Financial Statement of Accounts for the Financial Yearended 31st March 2021.

COVID-19 PANDEMIC EFFECT:

In view of the lock-down declared across the country in last year by the Central/StateGovernment due to COVID-19 First Phase pandemic from 22d March 2020 to May2020 and in COVID-19 Second Phase pandemic in Current Year the lock-down declare by theWest Bengal State Government from I6lh May 2021 to still continuing lockdown.The Company's operations were adversely impacted. The operations have since resumed in aphased manner in Last Financial Year 2020-21 from Middle of May 2020 to 31stMarch. 2021 and in Current Financial Year 2021-22 the full operation closed from 16hMay 2021 to 28th May 2021 and after getting partial permission from Governmentof West Bengal the limited way of operation started from 28"' May 2021 onwards inaccordance with the guidelines issued by relevant regularity authorities with regard toadhering of social distancing and following prescribed hygiene standards. The Companycontinues to comply with such guidelines.

The Company has sufficient liquidity / financing arrangements for the continuity ofbusiness operations. The Company is confident of its ability to service the debt /financing arrangements. The lock-down due to COVID-19 is continuing with certainrelaxation and Company is continuing its operations with existing demand. The Company hasassessed the potential impact of COVID-19 based on the current circumstances and expectsno significant impact on the continuity of operations of the business on long-term basis.The Company does not have any material risk of nonfulfilment of obligations by any parlyarising out of existing contracts / arrangements.

FINANCIAL HIGHLIGHTS :

The Board's Report shall prepared based on the standalone Ind AS financial statementsof the Company for the year ended March 31 2021 is summarized below:- (Rs. in Lacs)

Particulars Year ended 31.032021 Year ended 31.03.2020
Revenue from Operations (net) 7026.76 5553.02
Other Income 135.06 312.00
Total Revenue including Other Comprehensive Income 7161.82 ^865.02
Profit Before Finance Cost Depreciation & Tax 2186.13 1662.64
(Less): Finance Cost (5.64) (19.88)
(Less) : Depreciation (173.93) (175.38)
Profit Before Tax {and profit before exceptional and extraordinary items} 2006.56 1467.38
Add/(Less) : Exceptional Items (Net of Tax) Income /(loss) on Valuation of
Investment in Mutual Fund due to COVID-19 pandemic as exceptional iter ns 832.35 1832.35)
Profit Before Tax {and profit after exceptional itemsj 2838.91 635.03
(Less) " Provision for Taxation (inclusive of adjustment of deferred tax asset) (525.12) (325.90)
Profit After Tax for the year of Continuing and Total Operation 2313.79 309.13
Add/fLess): Other Comprehensive Income/fLoss) (Net of Taxes) 1848.66 (461.98)
Total Comprehensive Income / (Loss) for the period 4162.45 (152.85)
Add : Transferred from General Reserve 243.00
Add : Profit brought forward from previous year 0.18 0.45
Profit Available Tor Appropriation 4162.63 90.60
Appropriations
(Less): Dividend Declared &. their Tax on Dividend Payment if any (75.00) (90.42)
(Less): Transfer to Other Comprehensive Income (1848.66)
(Less): Transfer to General Reserve (2238.00)
Surplus Carried to Balance Sheet 0.97 0.18
Net Worth (Capital employed at the year end - Rs. in Lakh) 10939.62 6852.18
Book Value of Shares at the vear end (Amount in Rs.) 364.65 228.41
Earning per Share (Amount in Rs.) 77.13 10.30

DIVIDEND

Your Directors have recommended a dividend of Rs.4/- per Equity Share (Previous year ofRs. 2.50 per Equity Shares) for the financial year ended March 31 202! i.e. @40% 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 of Rs. 120.00 lacs and this is subject to (ax deducted at source.

TRANSFER OF RESERVES

The Company transfer Rs.2238.00 lacs to General Reserve and Net of Rs.1848.66 Lacs toOther Comprehensive Income to Accumulated profit and Loss Account to meet the statutoryobligations. The Other Equity i.e. Reserves & Surplus thereafter will stand as onMarch 31 2021 at Rs. 10639.62 lacs at a Book value of Rs. 364.65 per Equity Share.

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS Due to COVID-19 effect theproduction sales and other operation of From April & May 2020 (last financial year)effected. Similarly the market sudden appreciated and last year accounted for theExceptional Items (Loss) reverted as Exceptional Items Gain in the value of appreciationof Investment as well as Other Comprehensive Income in Statement of Profit and Loss as perstatutory requirement. The total revenue during the year was increased to the extent of22.11% in comparison with its previous year similarly the profit before tax during theyear was increased to 347.05% in comparison with its previous year and profit after taxduring the year was increased to 648.49% in comparison with its previous year. YourDirectors continue Lo be of the opinion that high quality of products and innovations inproducts as w'ell as improvement in technology along with cost cutting efforts will helpyour company to face this competition. The company is expected to continue to do well andimprove further in the coming years .

DIRECTORS AND KEY MANAGERIAL PERSONNEL & COMMITTEE OF THE BOARD

a) Present Kev Managerial Personnel.

The following are Key Managerial Personnel oflhe Company

1. Mr. Asheesh Dahriwal (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. Stakeholders 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 Kev Managerial Personnel.

There are no changes recorded in Directors and Key Managerial Personnel during thefinancial year ended 31st March. 2021.

DIRECTORS AND KEY MANAGERIAL PERSONNEL & COMMITTEE OF THE BOARD

d) Proposed Chanties 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.

The Board also proposed to Increase the Remuneration paid to Mr. Asheesh Dabriwal(DIN-0004-1783) a Managing Director of the Company lor their entire tenure period ofthree years and seeking approval of members at the ensuing Annual General Meeting and thesame proposed in notice.

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 2020-21i.e. year ended March 312021. 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 2021 the Board consist of 6 members one of whom isnon-roiational executive director one of whom is executive (liable to retire byrotation) one of whom is woman (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.

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 312021 the applicable accounting standards read w'ith requirements set out under Schedule IIto the Companies Act. 201 3. 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 2021 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 20! 3for safeguarding the assets ofthe Company and for preventing and detecting fraud and otherirregularities;

(iv) the Directors have prepared the accounts for the financial year ended March 312021 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 ofthe year till thedate of this Report which affect the financial position ofthe 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 oftheyear till the date of this Report which affect the financial position ofthe 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 CharteredAccountants (Firm Registration No. 328951E). were appointed as Statutory Auditors of theCompany for a period of five (5) consecutives years from Financial Year 201 8-2019 tofinancial year 2022-23 (from April I 2018 to March 31 2023) at the Annual GeneralMeetings ("AGM") of the Members held on September 24 2018 on a remunerationmutually agreed upon by the Board of Directors and the Statutory' Auditors. Theirappointment was subject to ratification by the Members at every subsequent AGM held afterthe AGM held on September 24 2018. Pursuant to the amendments made to section 139 of theCompanies Act 2013 by the Companies (Amendments) Act 2017 effective from May 7 2018the requirement of seeking ratification of the members of the appointment of the StatutoryAuditors has been withdrawn from the statute. Hence the resolution seeking ratification ofthe Members for 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. I to 27.15 of the Accounts. These are self explanatory and do not call for furthercomments.

Cost Auditors

The Board has appointed Mr. Kisbore Majumdar Practicing Cost Accountant and Proprietorof M/s. K. MAJUMDAR & ASSOCIATES. Cost Accountants for conducting Cost Audit for theFinancial Year 2020-21 (Year ended March 31 2021) and also appointed for next FinancialYear 2021-22 (Year ended March 31 2022) as Cost Auditor subject to such approvals as maybe applicable.

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 2020-21 (Year ended March 312021) and alsoappointed for next Financial Year 2021-22 (Year ended March 31 2022) as SecretarialAuditor. The Secretarial Audit Report and the Secretarial Annual Compliance Report bothfor the financial year ended March 31 2021 is annexed in a separate report namely"Secretarial Audit Report" in Form No. MR-3 and its Annexure-"A" and"Secretarial Annual Compliance Report". The Secretarial Audit Report andSecretarial Annual Compliance Report docs not contain any qualification reservation oradverse remark.

Internal Auditors

The Board has appointed Internal Auditor Mr. Timir Baran Hazra Chartered Accountantsa practicing Chartered Accountants and Member of the Institute of Chartered Accountants ofIndia for conducting Internal Audit for the Financial Year 2020-21 (Year ended March 312021) and also appointed for next Financial Year 2021-22 (Year ended March 312022) asInternal Auditor.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating lo energy conservation technology absorption foreignexchange earnings and outgo as required to be disclosed under Section I34(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 ofthe Report.

EXTRACT OF THE ANNUAL RETURN

The extract ofthe Annual Return as of March 31 2021 pursuant to the sub-section (3) ofSection 92 ofthe Companies Act 2013. in Form No. MGT - 9 shall form part ofthe Board'sReport given in a separate Annexure - "II" attached hereto and form part of theReport.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company have already 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 Poliey) Rules 2014 are given in a separate Annexure - "III"attached hereto and form part ofthe Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Woman at Workplace (PreventionProhibition & Redressal) 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 ofthe Company ensure the aspects of work-life balance for employeesespecially for woman and are suitably addressed. During the year no complaints of sexualharassment were received.

AUDIT COMMITTEE

The Audit Committee comprises Non-Executive & Independent Directors namely Mr.Buddhadeb Basu (Chairman) Non-Executive & Independent Director namely Dr. SubralaHaidar & 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 Basil (Chairman) & Mr. Surajit Raha (Member) and oneNon-Executive & Woman 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 theCompany have not paid any loans guarantees or made any investments referred to Section186 of the Companies Act 2013. The particulars of other loans given investments made forthe purpose of its business activities are provided in the standalone Ind AS financialstatement (please refer to Note No. 5 & 8 to the Standalone Ind AS FinancialStatement).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the contracts/arrangeinents/transactions entered by the Company during thefinancial year with related parties were in the ordinary course of business and on arm'slength basis. During the year the Company had not entered into anycontracl/arrangement/lransaction with related parlies which could be considered materialin accordance with the policy of the Company on materiality of related parly 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. 27.8 of the Standalone Ind AS Financial Statement which sets out related parlydisclosures as per Ind AS - 24.

PARTICULARS OF EMPLOYEES & MANAGERI AL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(i) of the Companies (Appointment andRemuneration of Managerial personnel) Rules. 2014 are provided in a separate Annexurc -"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 SEB1 (Listing Obligations and Disclosure Requirements) Regulations2015 for the year ended 31sl March. 2021 as forms part of the Annual Reportand which has been set out in a separate report called "Corporate GovernanceReport" annexed herewith. The requisite Certificate from the Statutory Auditors ofthe Company M/s. NAVIN NAYAR & COMPANY Chartered Accountants confirming compliancewith the conditions of Corporate Governance as stipulated under the aforesaid Clause 49& Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is also annexed to 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 2021.is presented 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 Slock ExchangeLtd. ("BSE") Mumbai [Securities Code No. 530306] and the Listing Fees for theFinancial Year 2021 -22 of BSE & CSE have already been paid.

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 [SIN - INE 590D 01016. Your Company hasachieved a high level of dematerial ized with about 99.11% of total number of EquityShares being held in electronic mode with NSDL <fc CDSL. The custodian fees & FIJIFees for the Financial Year 2021-22 have already been paid.

INTER-SE-TRANSFER BETWEEN PROMOTERS GROUP

During the year 1145.100 Equity Shares i.c. @38.17% of total voting right of sharestransfer amongst promoters via "inter-se-traiislcr amongst promoters" by way ofGift to Immediate Relative on off market transaction as per Regulation I0(l)(i)/(ii) ofSEB1 (SAST) Regulations 2011.

STATUTORY INFORMATION AM) 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 KMParc 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
Sd/-
ASHEESH DABRIWAL
Managing Director & C.E.O.
(DIN - 00044783)

.