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Dhunseri Investments Ltd.

BSE: 533336 Sector: Financials
NSE: DHUNINV ISIN Code: INE320L01011
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OPEN 640.55
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VOLUME 485
52-Week high 705.00
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P/E 158.62
Mkt Cap.(Rs cr) 392
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OPEN 640.55
CLOSE 644.20
VOLUME 485
52-Week high 705.00
52-Week low 197.05
P/E 158.62
Mkt Cap.(Rs cr) 392
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dhunseri Investments Ltd. (DHUNINV) - Director Report

Company director report

Your Directors are pleased to present the 22nd Annual Report together with the AuditedFinancial Statements of the Company for the Financial Year ended 31st March 2020.

1. Financial Results

Particular

Standalone For the Year Ended

Consolidated For the Year Ended

31.03.2020 31.03.2019 31.03.2020 31.03.2019
Profit before Depreciation & Taxation 1085.70 768.09 2479.32 1657.44
Less: Depreciation 6.63 13.48 2758.77 454.47
Provision for Taxation (Net) 65.03 53.25 (1361.68) (233.84)
Profit After Taxation 1014.04 701.36 1082.23 1436.81
Add: Share of Profit/(Loss) of Associates - - (3343.42) 2782.65
Less: Share of Minority Interest - - (2601.29) 1322.23
Net Profit for the Year 1014.04 701.36 340.10 2897.23
Add: Balance brought forward 1481.92 1559.80 46537.11 40177.25
Less: Dividend paid during the Year 91.46 91.46 992.21 883.46
Add: Transfer within equity - Gain (net of tax) on sale of equity shares designated as FVOCI-transferred to retained earnings (1054.24) 5155.98
Add: Changes in ownership interest in subsidiaries that do not result in loss of control- Acquisition of non-controlling interests (14.72) (122.18)
Add: Transfer from Other Comprehensive Income (12.63) 0.07
Amount available for Appropriation 2404.50 2169.70 44803.41 47224.89
The Directors recommend this amount to be Appropriated as under:
Transfer to NBFC Reserve Fund 202.81 237.78 105.29 237.78
Transfer to General Reserve - 450.00 - 450.00
Balance carried forward 2201.69 1481.92 44698.12 46537.11
2404.50 2169.70 44803.41 47224.89

2. Operations

The Income of the Company during the year under review comprised of Dividend IncomeProfit on Sale of Investments in Shares & Securities and Lease Rental Income. Duringthe year under review the Company's Standalone Net Profits is f 1014.04 Lakhs comparedto f 701.36 Lakhs during the previous year.

3. Dividend

The Directors are pleased to recommend a dividend of f 1.50 per equity share of f 10/-each i.e. @ 15% for the Financial Year ended 31st March 2020 subject to approval of theShareholders at the ensuing Annual General Meeting to be held on 25th September 2020. Thetotal outgo on account of dividend for 2019-20 is f 91.46 Lakhs.

4. Transfer to Statutory Reserve Fund

A sum of f 202.81 Lakhs was transferred to NBFC Reserve Fund for the Financial Year2019-20.

5. C0VID-19lmpactAssessment

The Management has at the time of approving the Financial Statements assessed thepotential impact of the COVID-19 related escalations based on the current assessment theManagement is of the view that impact of COVID-19 on the operations of the Company and thecarrying value of its assets and liabilities is not likely to be material.

6. Associate and Subsidiary Companies

Pursuant to the Provisions of Section 2(6) of the Companies Act 2013 the Company hastwo Associate Companies as on 31st March 2020 i.e. M/s Dhunseri Tea & Industries Ltd.and M/s Dhunseri Overseas Private Ltd.

On subscribing to rights issue M/s Dhunseri Overseas Private Ltd. had become anAssociate Company of Dhunseri Investments Limited since 17th February 2020. The combinedshareholding as on date stands to 35.07%.

Pursuant to the Provisions of Section 2(87) of the Companies Act 2013 the Company hasthe following Subsidiary Companies as on 31st March 2020 i.e.

(i) M/s Dhunseri Ventures Ltd (DVL) (Formerly known as Dhunseri Petrochem Ltd.)

(ii) M/s Dhunseri Infrastructure Ltd. (DIL)

(iii) M/s Twelve Cupcakes Pte. Ltd.(TCPL)

M/s Global Foods Pte. Ltd. (GFPL) had been amalgamated with Twelve Cupcakes Pte Ltdwith effectfrom 30th December 2019. The amalgamated Company is Twelve Cupcakes Pte Ltd aPrivate Company Limited by Shares where Dhunseri Ventures Ltd holds 88.68%.

TCPL & DIL are subsidiaries of DVL and DVL is the subsidiary of the Company.Accordingly TCPL & DIL are the step down subsidiariesof Dhunseri Investments Limited.

Pursuant to the provisions of Section 129(3) of the Act a statement in Form AOC-1containing the salient features of the Financial Statements of the Company's Associate andSubsidiaries is attached to the Financial Statements of the Company.

Pursuant to provisions of Section 136 of the Act the Financial Statements of theCompany Consolidated Financial Statements along with relevant documents and separateaudited accounts in respect of Subsidiaries are available on the website of the Company.

7. NBFC Public Deposits Directions

With reference to RBI's NBFC Public Deposit Directions the Board of Directors of theCompany has confirmed by passing a Resolution by Circulation that the Company has neitherinvited nor accepted any Deposits from the Public during the Financial Year 2019-20. TheCompany does not intend to invite or accept any Public Deposits during the Financial Year2020-21. No amount on account of principal or interest on Deposit from Public wasoutstanding as on the date of the Balance Sheet.

8. Directors' Responsibility Statement

Based on the framework of Internal Controls and Compliance Systems established andmaintained by the Company the work performed by the Internal Statutory and SecretarialAuditors and the reviews performed by the Management and the Audit Committee of the Boardthe Board is of the opinion that the Company's Internal Financial Controls were adequateand effective during the Financial Year 2019 -20. Accordingly pursuant to Section134(3)(c) read with Section 134(5) of the Companies Act 2013 the Board of Directorsconfirm:

(i) That in the preparation of the Annual Accounts the applicable Accounting Standardshave been followed and no material departures have been made from the same;

(ii) That they have selected such Accounting Policies and applied them consistently andmade judgements 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 of the Company for that period;

(iii) That they have taken proper and sufficient care 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) That they have prepared the annual accounts on a 'going concern' basis;

(v) That they have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and operating effectively; and

(vi) That they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

9. Directors & Key Managerial Personnel

Mr. Mrigank Dhanuka (DIN: 00005666) retires by rotation at the ensuing Annual GeneralMeeting (AGM) and being eligible offer himself for reappointment as a Director of theCompany. The proposal for his reappointment is included in the Notice of AGM which forms apart of this Annual Report.

Mr. Amit Gupta (DIN: 00171973) Non-Executive Independent Director of the Company whoseterm expired on 11th August 2019 have been re-appointed for a second term of 5consecutive years from 11th August 2019to 10th August 2024 by passing a SpecialResolution at the AGM held on 28th August 2019.

Section 149(13) states that the provisions of sub-section (6) and (7) of Section 152 ofthe Companies Act 2013 relating to retirement of Directors by rotation shall not beapplicable to the Independent Directors.

There are no other changes in the Directors and Key Managerial Personnel of the Companyduring the year.

10. Number of Meetings of the Board

The Board met five times during the Financial Year 2019-20. The details have beenprovided in the Corporate Governance Report in terms of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 which isannexed to this Report.

11. Annual Performance Evaluation

The Independent Directors at their separate meeting held on 26th December 2019 inabsence of the Non-Independent Directors and Management considered / evaluated theperformance of the Board as a whole performance of the Chairman and other Non IndependentDirectors.

On the basis of parameters formulated by the Nomination and Remuneration Committee ofthe Board a self-assessment questionnaire forms were sent for evaluation of the Boardthe Committees Directors and the Chairman.

The Board at its Meeting held on 13th February 2020 evaluated the performance of theBoard the Committees and each of the Director including Independent Directors excludingthe Directors being evaluated. The Board also reviewed the performance of the Chairman.The Board was unanimous that the performance of the Board as a whole its Committees andthe Chairman was satisfactory.

12. Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of Independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and have registered themselvesin the databank of Independent Directorship as per Rule 6(1) of the Companies (Appointmentand Qualification of Directors) Rules 2014 of the Companies Act 2013.

13. Policy on Directors' Appointment and Remuneration and other details

The Company's policy on Directors' appointment and remuneration and other matters asrequired under Section 178(3) of the Companies Act 2013 has been disclosed in theCorporate Governance Report which forms part of this report.

14. Committees

The Board has constituted various Committees in accordance with the requirement ofCompanies Act 2013. The Company has the following Committees:

I. Audit Committee

II. Nomination & Remuneration Committee

III. Stakeholders' Relationship Committee

IV. Corporate Social Responsibility Committee

V. Share Transfer Committee

VI. Risk Management Committee

VII. Internal Complaint Committee

Details of all the above Committees along with the Composition and Meetings held duringthe year under review are provided in the Report on Corporate Governance forming part ofthis Report.

15. Auditors

Pursuant to provision of Sections 139 142 and other applicable provisions if any ofthe Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 M/s U.S. Agarwal & Associates Chartered Accountants (FRN: 314213E) were appointed as theStatutory Auditors of the Company for a period of 5 years to hold office from conclusionof the 20th Annual General Meeting of the Company (AGM) held on 8th August 2017 till theconclusion of 25th AGM of the Company.

Pursuant to the amendments made to Section 139 of the Companies Act 2013 by theCompanies (Amendment) Act 2017 effective from 7th May 2018 the requirement of seekingratification each year from the Members for the appointment of the Statutory Auditors hasbeen withdrawn from the Statute.

16. Auditors' Report and Secretarial Auditors' Report

The Auditors' Report and Secretarial Auditors' Report are self-explanatory and does notcontain any qualifications reservations or adverse remarks or disclaimer and have beenannexed to the Report.

17. Risk Management

The Company being a Non-Banking Financial Company is primarily engaged in the businessof making investments in Shares and Securities. The Management constantly monitors thecapital market risks and systematically addresses them through mitigating actions on acontinuous basis. The Audit Committee has additional oversight in the area of FinancialRisks and Internal Controls. The development and implementation of Risk Management Policyhas been covered in the Management Discussion and Analysis which forms part of thisReport.

18. Particulars of Loans Guarantees and Investments

The particulars of Loans Guarantees and Investments have been disclosed in theFinancial Statements.

19. Transactions with Related Parties

All Contracts / Arrangements / Transactions entered by the Company during the FinancialYear with Related Parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any Contracts / Arrangements /Transactions with Related Parties which could be considered material in accordance withthe policy of the Company on Materiality of Related Party Transactions.

Your Directors draw attention of the Members to Note 25 to the Financial Statementswhich set out related party disclosures.

20. Annual Return and Extract of Annual Return

Under Section 92(3) 134(3)(a) of the Companies Act 2013 and read with Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 as amended an extract of theAnnual Return is given in Annexure I in the prescribed Form MGT 9 which forms part of thisreport. The Annual Return is available on the website of the Company at:http://www.dhunseriinvestments.com/ updates.html

21. Corporate Social Responsibility (CSR)

The Company has in place a CSR Committee in line with the provisions of Section 135 ofthe Companies Act 2013 as stated in the Corporate Governance Report. The brief outlineof the Corporate Social Responsibility (CSR) Policy of the Company and the initiativesundertaken by the Company on the CSR activities during the year are set out in Annexure IIof this Report in the format prescribed in the Companies (Corporate Social ResponsibilityPolicy) Rules 2014. The policy is available on the website of the Company at:www.dhunserinvestments.com.

22. Particulars of Employees

The information required under Section 197 (12) of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

a. Ratio of the Remuneration of each Director to the median remuneration of theemployees of the Company for the Financial Year 2019-20:

Name of the Director Designation Ratio to median remuneration
Mr. C. K. Dhanuka Chairman 0.11:1
Mrs. Aruna Dhanuka# Managing Director & CEO -
Mr. Mrigank Dhanuka Non-Executive Director 0.04:1
Mr. P. J. Bhide Non-Executive & Independent Director 0.11:1
Mr. Brijesh Kumar Biyani Non-Executive Director 0.08:1
Mr. Raj Vardhan Kejriwal Non-Executive & Independent Director 0.07:1
Mr. Amit Gupta Non-Executive & Independent Director 0.10:1
Mr. Ramesh Kumar Chandak Non-Executive & Independent Director 0.13:1

b. The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary in the Financial Year:

Sl. No. NameandDesignation % increase in remuneration in the Financial Year
1. Mr. Chandra Kumar Dhanuka Chairman No Change
2. Mrs. Aruna Dhanuka Managing Director & CEO # -
3. Mr. Mrigank Dhanuka No Change
4. Mr. Brijesh Kumar Biyani No Change
5. Mr. Raj Vardhan Kejriwal No Change
6. Mr. Ramesh Kumar Chandak No Change
7. Mr. Amit Gupta No Change
8. Mr. Purushottam Jagannath Bhide No Change
9. Mr. Pawan Kumar Lath (Chief Financial Officer) No Change
10. Ms. Priya Agarwal (Company Secretary & Compliance Officer) No Change

# Mrs. Aruna Dhanuka Managing Director was not entitled to any remuneration during theyear as per the agreement with the Company.

c. The percentage increase in the median remuneration of employees in the FinancialYear 2019-20: 16.79%

d. The number of permanent employees on the rolls of Company as on 31st March 2020: 5

e. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last Financial Year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: NotApplicable. Since no managerial remuneration was paid during the year the same is notcomparable.

Increase in the managerial remuneration for the year: NIL

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

g. The statement containing particulars of employees as required under Section 197(12)of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended for the Financial Year ended 31st March2020:

Details of top ten employees in terms of remuneration drawn:

Sl. No. Name Designation Date of Joining Age Qualification Experience Total (f) Last Employment
1. Pawan Kumar Lath Chief Financial Officer 01.10.2014 55 B.Com CA 27 1211560 M/s Dhunseri Tea & Industries Limited
2. Gajal Garodia Accounts Executive 09.01.2017 28 B.Com CS 3 463055 First Employment
3. Priya Agarwal Company Secretary 09.08.2018 27 B.Com CS 5 326632 M/s. VMV Holidays Ltd.
4. Vivek Kumar Pandey* Manager- Finance & Accounts 06.01.2020 35 B.Com CA 10 199511 M/s. Star Cement Limited
5. Anjali Agarwal* Accounts Executive 25.11.2019 26 B.Com 7 104435 M/s. Sri Durga Food Products Pvt. Ltd.

• Employed for part of the year

Persons in the service for the whole year and drawing emoluments more than Rs.10200000/- per annum :NIL Persons employed for part of the year drawing emoluments morethan Rs. 850000/- per month : NIL

Note: 1) Nature of Employment is permanent.

2) None of the Employees listed above is a relative of any Director of the Company.

3) Among the Employees listed above Mr. Pawan Kumar Lath holds 10 Equity Shares in theCompany.

• The median remuneration of Directors of the Company during the Financial Year2019-20 is f 3.27 Lakhs.

• Employed throughout the Financial Year 2019-20 and drawing a remuneration inaggregate not Less than One Crore Two Lakh Rupees per annum: NIL

• Employed for a part of the Financial Year 2019-20 and drawing a remuneration inaggregate not Less than Eight lakh FiftyThousand Rupees per month: NIL

• Employed throughout the Financial Year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the Managing Director or Whole TimeDirector or Manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the Equity Shares of the Company: NIL

23. Disclosure Requirements

The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 mandate the formulation of certain policies for allListed Companies. All policies are available on the Company's websitewww.dhunseriinvestments.com. The Corporate Governance Report with a Certificate fromPracticing Company Secretary and Management Discussion and Analysis Report are attachedwhich form part of this Report.

The key policies that have been adopted by the Company are as follows:

Details of the Familiarization Programme of the Independent Directors are available onthe website of the Company.(http://dhunseriinvestments.com/downloads/Familiarisation-Programme-of-Independent-Directors.pdf)

Policy for Determining Material Subsidiaries of the Company is available on the websiteof the Company.(http://dhunseriinvestments.com/downloads/DIL-policy-for-determining-material-subsidiary.pdf).

Policy on dealing with Related Party Transactions is available on the website of theCompany (http://dhunseriinvestments.com/downloads/related-party-transaction-policy.pdf).

The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including Directors of the Company to report genuine concerns. Thesaid policy is available on the website of the Company.(http://dhunseriinvestments.com/downloads/DIL-vigil-mechanism.pdf).

The Company has formulated the Corporate Social Responsibility Policy and the same isavailable on the website of the Company.(http://dhunseriinvestments.com/downloads/CSR-policy.pdf)

The Company has formulated a Policy related to Disclosure of Material Events affectingthe Company i.e. Policy on Materiality and the same is available on the website of theCompany (http://dhunseriinvestments.com/downloads/policy-on-materiality.pdf) The Policywhich deals with the Retention and Archival of Corporate Records of the Company is alsoavailable on the website of the Company.(http://dhunseriinvestments.com/downloads/policy-on-archival.pdf)

The Company has formulated the Policy on Preservation of Documents and the same isavailable in the website of the Company.(http://dhunseriinvestments.com/downloads/policy-on-preservation-of-documents.pdf)

The Company has formulated Nomination & Remuneration Policy and the same isavailable in the website of the Company.(http://dhunseriinvestments.com/downloads/Nomination-&-remuneration-policy.pdf)

Policy on Code of conduct to Regulate Monitor and Report Trading by Designated Personsis available on the website of the Company.(http://www.dhunseriinvestments.com/downloads/Code-of-Conduct-to-Regulate-Monitor-and-Report-Trading-by-Designated-Persons.pdf)

The Company has formulated a Policy and Procedure for Inquiry in case of Leakage ofUnpublished Price Sensitive Information.(http://www.dhunseriinvestments.com/downloads/Policy-and-Procedure-for-Inquiry-in-case-of-Leakage-of-Unpublished-Price-Sensitive-Information.pdf)

The Company has formulated Code of Practices and Procedure for Fair Disclosure ofUnpublished Price Sensitive Information and the same is available in the website of theCompany. (http://www.dhunseriinvestments.com/downloads/UPSI.pdf)

24. State of Company's Affairs

The Company is primarily engaged in the business of making investments in Shares andSecurities. The Company is a NBFC in terms of the provisions of Section 451A of the RBIAct 1934. The Management regularly monitors the changing market conditions and trends.Further any slowdown of the economic growth or volatility in global financial marketcould adversely affect the Company's business.

25. Material Changes and Commitments if any affecting the Financial Position of theCompany

There are no such material changes and commitments which have occurred between the endof the Financial Year of the Company to which the Financial Statements relate and the dateof this Report.

26. Details of significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and the Company's operations in future

No significant and material orders passed by the Regulators or Courts or Tribunalsimpacting the going concern status and the Company's operations in future.

27. Particulars regarding Conservation of Energy & Technology Absorption

The particulars in respect of Conservation of Energy & Technology Absorption arenot applicable to the Company as it is a NBFC Company not being in any manufacturingactivities.

28. Foreign Exchange Earnings & Outgo

During the year under review there were no foreign exchange earnings or outgo.

29. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 The Company has set up Internal Complaint Committee(ICC) under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 alongwith its relevant Rules.

The Committee met once during the Financial Year 2019-20 on 06th January 2020.

No complaints have been received by the Committee during the Financial Year 2019-20.

30. Internal Financial Control Systems and their Adequacy

The Company has an effective system of Internal Financial Control that commensuratewith the size of the Company and ensures operational efficiency accuracy in FinancialReporting and compliance of applicable Laws and Regulations.

The system is also reviewed from time to time for effectiveness.

31. Management's Discussion and Analysis Report

The Management's Discussion and Analysis Report for the year under review asstipulated under the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 forms part of the Corporate Governance Report.

32. Fraud

There were no case of any fraud reported during the Financial Year under review.

33. Green Initiatives

As part of our green initiative the electronic copies of this Annual Report includingthe Notice of the 23rd AGM are sent to all members whose email addresses are registeredwith the Company / Registrar / Depository Participant(s).

As per SEBI Circular SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May 2020 therequirement of sending physical copies of annual report to those shareholders who have notregistered their email addresses was dispensed with for Listed Entities who would beconducting their AGMs during the calendar year 2020. In this respect the physical copiesare not being sent to the shareholders. The copy of the same would be available on thewebsite: http://dhunseriinvestments.com/. The initiatives were taken for asking theshareholders to register or update their email addresses.

The Company is providing e-voting facility to all its Members to enable them to casttheir votes electronically on all resolutions set forth in the Notice. This is pursuant toSection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Rules 2014. The instructions for e-voting are provided in the Notice.

34. Acknowledgement

The Board of Directors take this opportunity to express their grateful appreciation forthe excellent assistance and cooperation received from the banks and other authorities.The Board of Directors also thanks the employees of the Company for their valuable serviceand support during the year. The Board of Directors also gratefully acknowledge withthanks the cooperation and support received from the Shareholders of the Company. TheDirectors also wish to place on record their deep sense of appreciation for the commitmentdisplayed by all executives officers and staff.

For and on behalf of the Board of Directors

C. K. Dhanuka
Place: Kolkata Chairman
Dated: 28th July 2020 (DIN :00005684)