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 2019.
1. Financial Results
|Particular || |
| || |
For the Year Ended
For the Year Ended
| ||31.03.2019 ||31.03.2018 ||31.03.2019 ||31.03.2018 |
|Profit before Depreciation & Taxation ||1274.79 ||1446.81 ||22078.39 ||19638.82 |
|Less: Depreciation ||10.42 ||12.15 ||2636.45 ||3148.21 |
|Provision for Taxation (Net) ||75.48 ||167.58 ||6614.87 ||2888.10 |
|Profit After Taxation ||1188.89 ||1267.08 ||12827.07 ||13602.51 |
|Add: Share of Profit/(Loss) of Associates ||- ||- ||(2620.16) ||1256.33 |
|Less: Share of Minority Interest ||- ||- ||1433.06 ||4944.88 |
|Net Profit after Tax from Continuing Operations ||1188.89 ||1267.08 ||8773.85 ||9913.96 |
|Net Profit for the Year ||1188.89 ||1267.08 ||8773.85 ||9913.96 |
|Add: Balance brought forward ||1028.94 ||1025.39 ||34890.35 ||26239.92 |
|Less: Dividend paid during the Year ||91.46 ||91.46 ||91.46 ||91.46 |
|Amount available for Appropriation ||2126.37 ||2201.01 ||43572.73 ||36062.42 |
|The Directors recommend this amount to be || || || || |
|Appropriated as under: || || || || |
|Transfer to NBFC Reserve Fund ||237.78 ||253.42 ||237.78 ||253.42 |
|Transfer to General Reserve ||450.00 ||918.65 ||450.00 ||918.65 |
|Balance carried forward ||1438.59 ||1028.94 ||42884.95 ||34890.35 |
| ||2126.37 ||2201.01 ||43572.73 ||36062.42 |
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 Companys Standalone Net Profits is Rs.1188.89 Lakhscompared to Rs.1267.08 Lakhs during the previous year.
The Directors are pleased to recommend a dividend of Rs.1.50 per equity share ofRs.10/- each i.e. @ 15% for the Financial Year ended 31st March 2019 subject to approvalof the Shareholders at the ensuing Annual General Meeting to be held on 28th August 2019.The total outgo on account of dividend for 2018-19 is Rs.91.46 Lakhs.
4. Transfer to Statutory Reserve Fund
A sum of Rs.237.78 Lakhs was transferred to NBFC Reserve Fund for the Financial Year2018-19.
5. General Reserve
The Company proposes to transfer Rs.450.00 Lakhs to the General Reserve out of theamount available for appropriation.
6. Associate and Subsidiary Companies
Pursuant to the Provisions of Section 2(6) of the Companies Act 2013 the Company hasone Associate Company as on 31st March 2019 i.e. M/s Dhunseri Tea & Industries Ltd.
Pursuant to the Provisions of Section 2(87) of the Companies Act 2013 the Company hasthe following Subsidiary Companies as on 31st March 2019 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 Global Foods Pte. Ltd. (GFPL) (iv) M/s Twelve Cupcakes Pte. Ltd.(TCPL)
Tastetaria Foods Private Ltd. (Formerly Tastetaria Private Ltd.) has ceased to be aSubsidiary of DVL and step down subsidiary of the Company w.e.f. 11th June 2018.
TCPL is the subsidiary of GFPL and GFPL & DIL are subsidiaries of DVL and DVL isthe subsidiary of the Company. Accordingly TCPL GFPL and DIL are the step downsubsidiaries of 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 CompanysAssociate and Subsidiaries 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 RBIs NBFC Public Deposit Directions the Board of Directors ofthe Company has confirmed by passing a Circular/Resolution that the Company has neitherinvited nor accepted any Deposits from the Public during the Financial Year 2018-19. TheCompany does not intend to invite or accept any Public Deposits during the Financial Year2019-20. 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 Companys Internal Financial Controls wereadequate and effective during the Financial Year 2018 -19. Accordingly pursuant toSection 134(3)(c) read with Section 134(5) of the Companies Act 2013 the Board ofDirectors confirm:
(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. Brijesh Kumar Biyani (DIN: 00279328) retires by rotation at the ensuing AnnualGeneral Meeting (AGM) and being eligible offer himself for reappointment as a Director ofthe Company. The proposal for his reappointment is included in the Notice of AGM whichforms a part of this Annual Report.
Mr. Amit Gupta (DIN: 00171973) Non-Executive Independent Director whose term of 5years expires on 11th August 2019 is eligible for re-appointment for a next term of 5years and had provided his consent for the same. The proposal for his reappointment asIndependent Director for another term of 5 years is included in the Notice of AGM whichforms a part of this Annual Report. Section 149(13) states that the provisions ofsub-section (6) and (7) of Section 152 of the Companies Act 2013 relating to retirementof Directors by rotation shall not be applicable to the Independent Directors.
Ms. Aditi Dhanuka resigned from the post of Company Secretary & Compliance Officerof the Company w.e.f. 1st June 2018.
Ms. Priya Agarwal was appointed as the Company Secretary & Compliance Officer ofthe Company w.e.f. 9th August 2018.
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 four times during the Financial Year 2018-19. 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 11th January 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 Director and the Chairman.
The Board at its Meeting held on 07th February 2019 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 noted that the performance of the Board as a whole its Committees and theChairman 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 ofIndependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
13. Policy on Directors Appointment and Remuneration and other details
The Companys policy on Directors appointment and remuneration and othermatters as required under Section 178(3) of the Companies Act 2013 has been disclosed inthe Corporate Governance Report which forms part of this report.
14. Committees of the Board
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.
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-explanatoryand does not contain any qualifications reservations or adverse remarks and have beenannexed to the report.
17. Risk Management
The Companys main activity is Investment in Shares and Securities. The Managementconstantly monitors the capital market risks and systematically addresses them throughmitigating actions on a continuous basis. The Audit Committee has additional oversight inthe area of Financial Risks and Internal Controls.
The development and implementation of Risk Management Policy has been covered in theManagement Discussion and Analysis which forms part of this report.
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 armslength basis. During the year the Company had not entered into any Contract / Arrangement/ 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 23 to the Financial Statementswhich set out related party disclosures.
20. 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 an extract of the Annual Returnis given in Annexure I in the prescribed Form MGT 9 which forms part of this report. TheAnnual Return is available on the website of the Company at:http://www.dhunseriinvestments.com/investors.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 2018-19:
|Name of the Director ||Designation ||Ratio to median remuneration |
|Mr. C. K. Dhanuka ||Chairman ||0.12:1 |
|Mrs. Aruna Dhanuka# ||Managing Director & CEO ||- |
|Mr. Mrigank Dhanuka ||Non-Executive Director ||0.05:1 |
|Mr. P J Bhide ||Non-Executive & Independent Director ||0.16:1 |
|Mr. Brijesh Kumar Biyani ||Non-Executive Director ||0.05:1 |
|Mr. Rajya Vardhan Kejriwal ||Non-Executive & Independent Director ||0.06:1 |
|Mr. Amit Gupta ||Non-Executive & Independent Director ||0.14:1 |
|Mr. Ramesh Kumar Chandak ||Non-Executive & Independent Director ||0.14:1 |
(i) The median remuneration of employees of the Company during the FY 2018-19 isRs.2.80 Lakhs
b. The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary in the Financial Year:
|Sl. No. Name and Designation ||% 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. Rajya 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 w.e.f. 09.08.2018) ||No Change |
|11. Ms. Aditi Dhanuka (Company Secretary till 31.05.2018) ||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: (-) 30.17%
d. The number of permanent employees on the rolls of Company: 3
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) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 for the Financial Year ended 31st March 2019: Detailsof top ten employees in terms of remuneration drawn:
|Sl. No. ||Name ||Designation ||Date of Joining ||Age ||Qualification ||Experience ||Total (Rs.) ||Last Employment |
|1. ||Pawan Kumar Lath ||Chief Financial Officer ||01.10.2014 ||54 ||B.Com CA ||26 ||1183120 ||M/s Dhunseri Tea & Industries Limited |
|2. ||Gajal Garodia ||Accounts Executive ||09.01.2017 ||27 ||B.Com CS ||2 ||382582 ||First Employment |
|3. ||Aditi Dhanuka* ||Company Secretary ||01.09 2014 ||29 ||B.Com CS ||5 ||211744 ||M/s S. M. Gupta & Co. |
|4. ||Priya Agarwal* ||Company Secretary ||09.08.2018 ||26 ||B.Com CS ||4 ||177290 ||M/s. VMV Holidays Ltd. |
* Employed for part of the year
Persons in service for the whole year and drawing emoluments more than Rs.10200000/-per annum : Nil Persons employed for part of the year drawing emoluments more thanRs.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.
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 Companys 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.
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 Policy which deals with the Retention and Archival of Corporate Records of theCompany is also available 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 Companys Affairs
The Companys main business is Investments in Shares and Securities. TheManagement regularly monitors the changing market conditions and trends. Further anyslowdown of the economic growth or volatility in global financial market could adverselyaffect the Companys 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 Companys operations in future
No significant and material orders passed by the Regulators or Courts or Tribunalsimpacting the going concern status and the Companys 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 ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 along with itsrelevant Rules.
The Committee met once during the Financial Year 2018-19 on 04th January 2019. Nocomplaints have been received by the Committee during the Financial Year 2018-19.
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. Managements Discussion and Analysis Report
The Managements 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.
There was 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 22nd AGM are sent to all members whose email addresses are registeredwith the Company / Depository Participant(s). For members who have not registered theire-mail addresses physical copies of this Annual Report including the Notice of the 22ndAGM will be sent by permitted mode.
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 Note 10 annexedto the Notice.
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.
| ||For and on behalf of the Board of Directors |
| ||C. K. Dhanuka |
|Place: Kolkata ||Chairman |
|Dated: 28th May 2019 ||(DIN : 00005684) |