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Dhunseri Investments Ltd.

BSE: 533336 Sector: Financials
NSE: DHUNINV ISIN Code: INE320L01011
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OPEN 240.60
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VOLUME 41
52-Week high 355.25
52-Week low 180.65
P/E 11.94
Mkt Cap.(Rs cr) 149
Buy Price 237.00
Buy Qty 1.00
Sell Price 259.30
Sell Qty 1.00
OPEN 240.60
CLOSE 248.15
VOLUME 41
52-Week high 355.25
52-Week low 180.65
P/E 11.94
Mkt Cap.(Rs cr) 149
Buy Price 237.00
Buy Qty 1.00
Sell Price 259.30
Sell Qty 1.00

Dhunseri Investments Ltd. (DHUNINV) - Director Report

Company director report

Your Directors are pleased to present the 21st Annual Report together with the AuditedFinancial Statements of the Company for the yearended 31st March 2018.

  1. Financial Results
Particular

Standalone For the Year Ended

Consolidated For the Year Ended

31.03.2018 31.03.2017 31.03.2018 31.03.2017
Profit before Depreciation & Taxation 1446.81 1347.57 19638.82 47322.43
Less : Depreciation 12.15 13.12 3148.21 3648.59
Provision for Taxation (Net) 167.58 50.59 2888.10 (4368.60)
Profit After Taxation 1267.08 1283.86 13602.51 48042.44
Add : Share of Profit/(Loss) of Associates - - 1256.33 956.34
Less : Share of Minority Interest - - 4944.88 28927.64
Net Profit after Tax from Continuing Operations 1267.08 1283.86 9913.96 20071.14
Add : Profit from Discontinuing Operations after Tax - - - 16187.60
Net Profit for the Year 1267.08 1283.86 9913.96 36258.74
Add : Balance brought forward 1025.39 979.68 26239.92 (8780.67)
Less : Dividend paid during the year 91.46 - 91.46 -
Add : Dividend Distribution Tax provided but not required to be paid as per applicable provisions of Income Tax Act 1961. 18.62 18.62
Amount available for Appropriation 2201.01 2282.16 36062.42 27496.69
The Directors recommend this amount to be appropriated as under:
Transfer to NBFC Reserve Fund 253.42 256.77 253.42 256.77
Transfer to General Reserve 918.65 1000.00 918.65 1000.00
Balance carried forward 1028.94 1025.39 34890.35 26239.92
2201.01 2282.16 36062.42 27496.69

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.

3. Dividend

Your Directors are pleased to recommend a dividend of Rs. 1.50 per equity share of Rs.10/- each i.e. @15% for the financial year ended 31st March 2018 subject to approval ofthe shareholders at the ensuing Annual General Meeting to be held on 9th August 2018. Thetotal outgo on account of dividend for 2017-18 is f 91.46 lakhs.

4. Transfer to Reserves

The Company proposes to transfer f 918.65 Lakhs to the General Reserve and f 253.42lakhs to NBFC Reserve Fund out of the amount available for appropriation.

5. Associate and Subsidiary Companies

Pursuant to the provisions of Section 2(6) of the Companies Act 2013 the Company hasone Associate Company as on 31.03.2018 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 31.03.2018 i.e.

(i) M/s Dhunseri Petrochem Ltd (DPL)

(iii) M/s Dhunseri Infrastructure Limited (DIL)

(v) M/s Twelve Cupcakes Pte. Ltd.(TCPL) Singapore

(ii) M/s Tastetaria Private Limited (TPL)

(iv) M/s Global Foods Pte. Ltd. (GFPL) Singapore

The entire share capital of the subsidiaries i.e. TPL & DIL is held by DPL and77.23% equity share capital of GFPL is held by DPL and entire share capital of TCPL isheld by GFPL.

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.

6. NBFC Public Deposits Directions

The Company neither invited nor accepted any deposit from the public during thefinancial year 2017-18. The Company does not intend to invite or accept any public depositduring the financial year 2018-19. No amount on account of principal or interest ondeposit from public was outstanding as on the date of the balance sheet.

7. ExtractofAnnualReturn

As required u/s 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.

8. Number of Meetings of the Board

The Board met four times during the financial year 2017-18. 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 is annexedto this Report.

9. Directors' ResponsibilityStatement

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 2017-18. Accordingly pursuant to Section 134(5)of the Companies Act 2013 based on the above and representation received from theManagement the Board of Directors 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.

(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.

10. Corporate Social Responsibility (CSR)

A Board level committee for CSR has already been in place as stated in the CorporateGovernance Report. The brief outline of the Corporate Social Responsibility (CSR) Policyof the Company and the initiatives undertaken by the Company on the CSR activities duringthe year are set out in Annexure II of this report in the format prescribed in theCompanies (Corporate Social Responsibility Policy) Rules 2014. The policy is alsoavailable on the Company's website: www.dhunserinvestments.com.

11. Directors & Key Managerial Personnel

Mr. C K Dhnauka retires by rotation at the ensuing Annual General Meeting and beingeligible offers himself for reappointment as a director of the Company.

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.

12. Annual Performance Evaluation

The Independent Directors at a separate meeting held on 13.11.2017 without anyone fromthe non-independent directors and management considered/evaluated the performance of theBoard as a whole performance of the Chairman and other nonindependent Directors.

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 08.02.2018 evaluated the performance of the Board theCommittees and Independent as well as Non Independent Directors (without participation ofthe relevant director). The Board also reviewed the performance of the Chairman. The Boardwas unanimous that the performance of the Board as a whole its Committees and theChairman was satisfactory.

13. Declaration by Independent Directors

The Company has received necessary declaration from each independent director u/s149(7) of the Companies Act 2013 that he/she meets the criteria of independence laid downin Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

14. Policy on directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other matters asrequired u/s 178(3) of the Act has been disclosed in the Corporate Governance Reportwhich forms part of this Report.

15. Internal financial control systems and their adequacy

The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis which forms part of Corporate Governance Report.

16. Committees of the Board

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

I. AuditCommittee

II. Nomination & Remuneration Committee

III. Stakeholders Relationship Committee

IV. CorporateSocial ResponsibilityCommittee

V. Share Transfer Committee

VI. Risk Management 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.

17. 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 Auditor of the Company for a period of 5 years to hold office from conclusion ofthe 20th Annual General Meeting of the Company (AGM) held on 8th August 2017 till theconclusion of 25th AGM of the Company subject to ratification of their appointment by theMembers at every AGM. The reappointment for the year 2018-19 is required to be ratified bythe shareholders at the ensuing 21st AGM of the Company.

18. 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 and have been annexed to thereport.

19. Risk Management

The Company's main activity is investment in shares and securities. The managementconstantly monitor the capital market risks and systematically address 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.

20. Particulars of Loans Guarantees and Investments

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

21. 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 contract/arrangement/transaction with related parties which could be considered material inaccordance with the 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.

22. Management's Discussion and Analysis Report

As stipulated under Regulation 34(3) read with Schedule V of the SEBI (LODR)Regulations 2015 Management's Discussion and Analysis Corporate Governance Reporttogether with a certificate from a Practicing Company Secretary confirming compliance ofconditions of Corporate Governance are an integral part of this report.

23. 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. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year 2017-18:

Name of Director Title Ratio to median remuneration
Mr. C K Dhanuka Chairman 0.07:1
Mrs. Aruna Dhanuka Managing Director & CEO -
Mr. Mrigank Dhanuka Non-Executive Director 0.04:1
Mr. P J Bhide Non-Executive & Independent Director 0.09:1
Mr. Brijesh Kumar Biyani Non-Executive Director 0.05:1
Mr. Rajya Vardhan Kejriwal Non-Executive & Independent Director 0.03:1
Mr. Amit Gupta Non-Executive & Independent Director 0.07:1
Mr. Ramesh Kumar Chandak Non-Executive & Independent Director 0.08:1

(i) The median remuneration of employees of the Company during the FY 2017-18 is Rs.4.01 lakhs.

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

Sl. Directors Chief Executive Officer Chief Financial Officer and Company Secretary No. % increase in remuneration in the financial year
1. Mr.CKDhanukaChairman 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) 28.89 %
10. Ms. Aditi Dhanuka (Company Secretary) 21.25 %

# 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: (-)40.07%

d. The number of permanent employees on the rolls of Company : 4

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 not comparable.

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 year end March 31 2018 : Details of top tenemployees in terms of remuneration drawn

Name Designation Date of Joining Age Qualification Experience Total (Rs.) Last Employment
1. Pawan Kumar Lath Chief Financial Officer 01.10.2014 53 B.Com FCA 25 1144120 M/s Dhunseri Tea & Industries Ltd.
2. Aditi Dhanuka Company Secretary 01.09 2014 28 B.Com ACS 4 510370 M/sS M Gupta& Co.
3. Gajal Garodia Accounts Executive 09.01.2017 26 B.Com CS 1 291014 First Employment
4. Dinesh Kumar Kizhakkeypotte* Secretary 08.12.2017 50 Pre-Degree 24 151099 Likhami Commercial Co. 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 emolumentsmore than Rs. 850000/- per month : Nil

Note : (1) None of the employees listed above is a relative of any director of theCompany.

(2) None of the employees listed above hold equity share in the Company.

24. 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 website www.dhunseriinvestments.com . The CorporateGovernance report with Practicing Company Secretary's certificate thereon and managementdiscussion and analysis are attached which 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.There has been no change to the whistle blower policy adopted by the Company during theyear 2018 and the said 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 policy deals with the retention and archival of corporate records of the Company isalso 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-S-remuneration-policy.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://dhunseriinvestments.com/policy.html)

25. State of Company's affairs

The Company's main business being investments in shares and securities. The Managementregularly monitors the changing market conditions and trends. Further any slowdown of theeconomic growth or volatility in global financial market could adversely affect theCompany's business.

26. 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.

27. 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

There were no significant and material orders passed by Regulators or Courts orTribunals impacting the going concern status and the Company's operations in future.

28. Particulars regarding conservation of energy & technology absorption etc.

The particulars in respect of conservation of energy technology absorption and foreignexchange earnings & outgo are not applicable to the Company.

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 alongwith itsrelevant Rules.

The Committee met once during the F.Y. 2017-18 on 17th January 2018.

No complaints have been received by the Committee during the F.Y. 2017-18.

30. Green Initiatives

As part of our green initiative the electronic copies of this Annual Report includingthe Notice of the 21st AGM are sent to all members whose email addresses are registeredwith the Company / Depository Participant(s). For members who have not registered theiremail addresses physical copies of this Annual Report including the Notice of the 21stAGM are sent by permitted mode. The Company is providing e-voting facility to all itsmembers to enable them to cast their votes electronically on all resolutions set forth inthe Notice. This is pursuant to Section 108 of the Companies Act 2013 and Rule 20 of theCompanies (Management and Administration) Rules 2014. The instructions for e-voting isprovided in Note 9 annexed to the Notice.

31. 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 thank 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

Chairman

(DIN :00005684)

Kolkata

Dated: 25th May 2018