We have pleasure in presenting the 22nd Annual Report together with the FinancialStatements of the Company for the year ended 31st March 2019.
|1. Financial Results : || || || ||(र.in lakhs) |
|Particulars || |
| || |
Accounting year ended
Accounting year ended
| ||31.03.2019 ||31.03.2018 ||31.03.2019 ||31.03.2018 |
|1 Income || || || || |
|a Revenue from Operations ||18081.27 ||17701.63 ||32428.83 ||29605.93 |
|b Other Income ||280.22 ||186.31 ||477.69 ||241.83 |
|Total Income from Operations ||18361.49 ||17887.94 ||32906.52 ||29847.76 |
|2 Expenses || || || || |
|a Cost of Materials Consumed # ||4151.02 ||3540.84 ||4362.94 ||3698.88 |
|b Changes in Inventories of finished goods ||(191.53) ||126.22 ||(507.06) ||(69.86) |
|c Changes in Inventories of biological assets ||9.86 ||(12.62) ||(431.44) ||34.69 |
|d Employee benefits expense ||7143.52 ||6270.31 ||8610.68 ||7667.14 |
|e Finance costs ||286.04 ||446.76 ||727.01 ||899.73 |
|f Depreciation and amortization expense ||750.04 ||743.90 ||1866.15 ||1744.99 |
|g Other expenses ||5938.32 ||6111.45 ||14124.06 ||13055.79 |
|Total expenses ||18087.27 ||17226.86 ||28752.34 ||27031.36 |
|3 Profit / (Loss) before tax (1-2) ||274.22 ||661.08 ||4154.19 ||2816.40 |
|Tax expense || || || || |
|- Current Tax ||145.53 ||130.06 ||813.23 ||486.03 |
|- Deferred Tax ||(7.07) ||(292.37) ||530.59 ||(570.03) |
|4 Tax expense (credit) ||138.46 ||(162.31) ||1343.82 ||(84.00) |
|5 Profit / (Loss) for the period (3-4) ||135.76 ||823.39 ||2810.36 ||2900.40 |
|Items that will not be reclassified to profit or loss || || || || |
|Re measurement of post employment benefit obligations ||(113.62) ||131.02 ||(113.62) ||131.02 |
|Fair valuation of equity investments ||245.41 ||850.07 ||245.41 ||850.07 |
|Income Tax relating to these items ||(108.21) ||(139.98) ||(108.21) ||(139.98) |
|Items that will be reclassified to profit or loss || || || || |
|Exchange differences on translation of foreign operations ||- ||- ||1469.88 ||(1167.09) |
|6 Other comprehensive income for the year (net of tax) ||23.58 ||841.11 ||1493.46 ||(325.98) |
|7 Total comprehensive income for the period ||159.34 ||1664.50 ||4303.82 ||2574.42 |
|8 Paid-up equity share capital ||700.50 ||700.50 ||700.50 ||700.50 |
|(Face value Rs.10/- each) || || || || |
|9 Earnings per share (of Rs 10/- each) || || || || |
|(a) Basic (Rs) ||1.94 ||11.75 ||40.12 ||41.40 |
|(b) Diluted (Rs) ||1.94 ||11.75 ||40.12 ||41.40 |
# Cost of materials consumed represents Green Leaf purchased from third parties.
The Directors recommend a dividend of र.5.00 per equity share i.e. @ 50 % for thefinancial year ended 31st March 2019 subject to approval of the shareholders at theensuing Annual General Meeting. The dividend on equity shares if approved by the memberswould involve a cash outflow of र. 422.24. lakhs including dividend tax.
3. Transfer to reserves:
The directors have decided to retain the entire amount of र. 44417.16 lakhs inthe retained earnings.
The total tea manufacturing in respect of the Indian operations for the year underreview was 10.33 mn kg as against 10.07 mn kg in the previous year and the total saleswere 10.18 mn kg as against 10.12 mn kg in the previous year. The total production andsale from the Indian operations during the year were comparatively more in comparison tothe previous year and the average realization was almost similar to the previous year.
The total tea manufacturing in respect of the African operations for the year underreview was 9.52 mn kg as against 8.70 mn kg in the previous year and the total sales were8.92 mn kg as against 8.52 mn kg in the previous year. The total production and sale forthe African operations during the year were comparatively more in comparison to theprevious year and the average realization was more by about 15% in comparison to theprevious year.
The production of macadamia in terms of volume was about 0.41 mn kg as against 0.30 mn.Kg in previous year and the sales were 0.37 mn kg as against 0.28 mn kg in the previousyear. The production sales as well as the average realizations of macadamia were higherin comparison to the previous year.
5. Subsidiary Companies:
The Company's has six wholly owned subsidiaries as on March 31 2019 :
i) Dhunseri Petrochem & Tea Pte Ltd. (DPTPL)
ii) Makandi Tea & Coffee Estates Ltd. (MTCEL)
iii) Kawalazi Estate Company Ltd. (KECL)
iv) A.M. Henderson & Sons Ltd. (AMHSL)
v) Chiwale Estate Management Services Ltd. (CEMSL)
vi) Dhunseri Mauritius Pte Ltd. (DMPL) The entire share capital of the subsidiary AMHSL& CEMSL are held by MTCEL and that of MTCEL KECL and DMPL are held by DPTPL and thatof DPTPL is held by the Company making them 100% wholly owned subsidiaries incorporatedoutside India.
There has been no material change in the nature of the business of the subsidiaries.
There are no associate companies within the meaning of Section 2(6) of the CompaniesAct 2013 ("Act").
Pursuant to 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 subsidiariesis attached to the financial statements of the Company. Pursuant to the provisions ofSection 136 of the Act the financial statements of the Company consolidated financialstatements along with relevant documents and separate audited accounts in respect ofsubsidiaries are available on the website of the Company.
The equity shares of the Company are listed on BSE and NSE.
7. Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act 2013 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 theyhave selected such accounting policies and applied them consistently and made judgementsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit andloss of the Company for that period; (iii) that they have taken proper and sufficient carefor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; (iv) that they have prepared the annual accountson 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 are 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.
The work performed by the internal auditor statutory auditor and secretarial auditorand the reviews performed by management and the audit committee the board is of theopinion that the Company's internal financial controls were adequate and effective duringthe financial year 2018-19.
8. Directors & Key Managerial Personnel:
Mr. Chandra Kumar Dhanuka (DIN: 00005684) was appointed Managing Director of theCompany w.e.f 9th September 2014 and will be completing his five year term on 8thSeptember 2019. It is proposed to reappoint Mr. Chandra Kumar Dhanuka as ManagingDirector of the Company on revised terms for a period of five (5) years w.e.f. 9thSeptember 2019 subject to the approval from the members of the Company at the ensuing22nd AGM.
Mr. Basudeo Beriwala (DIN: 00119319) an independent director had resigned on conclusionof the board meeting held on 21st May 2018.
Prof. Ashoke Kumar Dutta (DIN: 00045170) was appointed as an Additional Director(designated as Non-executive Independent Director) of the Company at the Board Meetingheld on 21st May 2018 and subsequently at the 21st AGM held on 7th August 2018 Prof.Dutta was appointed as an Independent Director of the Company for a consecutive period offive years w.e.f. 21st May 2018.
Mr. Bharat Bajoria (DIN: 00109241) and Ms. Nandini Khaitan (DIN: 06941351) bothIndependent Directors of the Company will be completing their first term of five years ofindependent directorship on 7th September 2019 and 8th September 2019 respectively. Itis proposed to reappoint them as Independent Directors of the Company for a second term offive consecutive years w.e.f 8th September 2019 and 9th September 2019 respectivelysubject to the approval from the members of the Company at the ensuing 22nd AGM. Section149(13) states that the provisions of sub-section (6) and (7) of Section 152 in respect ofretirement of directors by rotation shall not be applicable to independent directors. TheCompany has received declarations from the Independent Directors under Section 149(7)confirming that they meet the criteria of independence as provided in sub-section (6) ofSection 149 of the Companies Act 2013.
Mr. Mrigank Dhanuka (DIN: 00005666) retires by rotation at the ensuing 22nd AnnualGeneral Meeting and being eligible offers himself for reappointment.
9. 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 is annexedto this Report.
10. Board evaluation:
An annual performance evaluation of the Board as a whole and that of its variouscommittees and that of the individual directors was undertaken during the year on thebasis of the criteria such as the composition structure functioning effectiveness ofthe Board the Committee Meetings the contribution and preparedness of individualdirectors to the board and committees etc after seeking inputs from all the directors.
In a separate meeting of the Independent Directors the performance of non-independentdirectors the Chairman and the Board as a whole was evaluated.
11. Policy on directors' appointment and remuneration and other details:
The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport.
12. 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 the Corporate GovernanceReport.
13. Audit committee:
The details pertaining to composition of audit committee are included in the CorporateGovernance Report.
M/s. Lovelock & Lewes Chartered Accountants the retiring auditors will cease to beauditors of the Company on conclusion of this 22nd AGM.
Accordingly the Board of Directors on the recommendation of the Audit Committee afterreceipt of necessary consent vide letter dated 27th June 2019 from M/s.S. R. Batliboi& Co. LLP Chartered Accountants (ICAI Firm Registration No.301003E/E300005) havingtheir office at 22 Camac Street 3rd Floor Block B Kolkata-700016 propose to appointM/s. S. R. Batliboi & Co. LLP Chartered Accountants as the Statutory Auditors of theCompany for a period of five (5) years from the conclusion of this 22nd AGM until theconclusion of the 27th AGM of the Company to be held in the year 2024 on such remunerationas may be determined in consultation with the auditors.
Your directors recommend the said appointment of M/s. S. R. Batliboi & Co. LLPChartered Accountants as the Statutory Auditors of the Company.
15. 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.
16. Risk Management
Although the requirement of Risk Management Committee is not mandatory for yourCompany. the management has to constantly monitor the risks and functions andsystematically address them through mitigating actions on a continuous basis. The auditcommittee has additional oversight in the area of financial risks and controls.
The development and implementation of risk management policy has been covered in themanagement discussion and analysis which forms part of the Corporate Governance Report.
17. Particulars of loans guarantees and investments:
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
18. 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 in accordance with thepolicy of the Company on materiality of related party transactions.
Your Directors draw attention of the members to Note No. 40 to the financial statementwhich sets out related party disclosures.
19. Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of the Corporate Governance Report.
20. Corporate Social Responsibility
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure I of this report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014. The policy is available on the Company'swebsite : www.dhunseritea.com.
21. Extract of Annual Return
As stipulated under Section 92(3) of the Act an extract of the annual return is givenin Annexure II in the prescribed Form MGT-9 which forms part of this report.
22. Particulars of employees
The information required under Section 197 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:
|Non-executive Directors ||Remuneration for the Year ended 31.03.2019 (र.) ||Ratio to median remuneration |
| || || |
|1. Mr. R. K. Sharma ||30000 ||0.41 : 1 |
|2. Mr. Bharat Bajoria ||65000 ||0.89 : 1 |
|3. Mr. Basudeo Beriwala (till 21.05.2018) ||25000 ||* |
|4. Ms. Nandini Khaitan ||30000 ||0.41 : 1 |
|5. Mr. Vivek Goenka ||80000 ||1.10 : 1 |
|6. Mr. Ashoke Kumar Dutta (from 21.05.2018) ||15000 ||* |
|Executive Directors || || |
|1. Mr. C. K. Dhanuka ||2484009 ||34.03 : 1 |
|2. Mr. Mrigank Dhanuka ||1828520 ||25.05 : 1 |
* Since this information is for part of the year the same is not comparable.
The median remuneration of employees for financial year 2018-19 is र.0.73 lacs. b.The percentage increase in remuneration of each director chief executive officer chieffinancial officer company secretary in the financial year:
|Directors Chief Executive Officer Chief Financial Officer and Company Secretary ||% increase in remuneration in the financial year |
| || |
|1 Mr. C. K. Dhanuka Managing Director ||-15.44 |
|2. Mr. Mrigank Dhanuka Executive Director ||# |
|3 Mr. Bharat Bajoria ||No change |
|4. Mr. Basudeo Beriwala (till 21.05.2018) ||* |
|5. Ms. Nandini Khaitan ||No change |
|6. Mr. R. K. Sharma ||No change |
|7 Mr. Vivek Goenka ||No change |
|8 Mr. Ashoke Kumar Dutta (from 21.05.2018) ||* |
|9. Mr. P. C. Dhandhania Chief Executive Officer ||0.73 |
|10 Mr. Vikash Jain ||# |
|11 Mr. R. Mahadevan ||0.62 |
* Since this information is for part of the year the same is not comparable.
# During previous year the remuneration paid to the Director and to the KMP were forpart of the year. c. The percentage increase in the median remuneration of employees inthe financial year:19.67%. d. The number of permanent employees on the rolls of Company:4973 e. Average percentile increase / decrease already made in the salaries of employeesother than the managerial personnel in the last financial year and its comparison with thepercentile increase / decrease in the managerial remuneration and justification thereofand point out if there are any exceptional circumstances for increase in the managerialremuneration:
Average percentile increase / decrease already made in the salaries of employees otherthan the managerial personnel in the financial year 2018-19 was 15.01% and in the case ofmanagerial remuneration the increase / decrease was -15.45 %. The remuneration payable toexecutive directors has variable component which is dependent on the profit of the Companyand other employees remuneration has fixed pay which depends on his/ her performance. 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 theAct read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is set out in Annexure IV forming part of this report.
23. Disclosure requirements:
As stipulated under the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the corporate governance report along with theauditors' certificate thereon and management discussion and analysis are attached whichform part of this report.
i) The code of conduct for the Board of Directors and the senior management adopted bythe Company is available on the Company's website (http://dhunseritea.com/investors-investors/code-of-conduct/) ii) Details of the familiarization programme of theindependent directors are available on the Company's website(http://dhunseritea.com/wp-content/ uploads/ 2015/06/Familiarisation-Programme-of-Independent-Directors.pdf). iii) Policy for determiningmaterial subsidiaries of the Company is available on the Company 's website(http://dhunseritea.com/ wp-content/ uploads/2015/03/policy-for-determining-material-subsidiary.pdf). iv) Policy on dealing withrelated party transactions is available on the Company's website (http://dhunseritea.com/wp-content/uploads / 2015 /04/ Related-party-transaction-policy.pdf).
v) The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns Theprovisions of this policy are in line with the provisions of Section 177(9) of theCompanies Act 2013 and SEBI (LODR) Regulations 2015 and the said policy is available onthe Company's website(http://dhunseritea.com/wp-content/uploads/2015/03/vigil-mechanism.pdf).
24. Deposits from public:
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
25. State of Company's affairs:
The present state of the Company's affairs is progressive enough viz-a-viz the industryand there is no any development which could result in an adverse situation for the Companyin the near future. There is neither any change in the nature of business of the Companynor any significant and material orders was passed by any regulator or court or tribunalimpacting the going concern status affecting the Company's operation in future.
26. Reporting of frauds by Auditors:
During the year under review the statutory auditors nor the secretarial auditor hasreported to the audit committee under Section 143(12) of the Companies Act 2013 anyinstances of fraud committed against the Company by its officers or employees the detailsof which need to be mentioned in the Board's report.
27. Secretarial Standards:
The Company complies with all applicable secretarial standards.
28. Material changes and commitments if any affecting the financial position of theCompany:
The Company has entered into a non-binding term sheet to sell its branded tea businesspresently undertaken under the brands "LALGHORA" and "KALAGHORA" foran aggregate consideration of Rs 101 crore to Tata Global Beverages Limited. The proposedsale shall be subject to due-diligence by the buyer including definitive bindingagreements and applicable statutory and regulatory approvals.
29. The particulars in respect of conservation of energy technology absorption andforeign exchange earnings and outgo are given in Annexure III which forms part of thisreport.
30. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:
The Company has set up Internal Complaints Committee (ICC) under The Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013. There wereneither any outstanding complaints in the beginning / end of the year nor any complaintswere received and /or disposed off during 2018-19. The Committee met once during the year.
31. 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 theiremail addresses physical copies of this Annual Report including the Notice of the 22ndAGM are 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 is provided in Note 10 annexedto the Notice.
Your Directors take this opportunity to express their grateful appreciation for theexcellent assistance and cooperation received from the banks and other authorities. YourDirectors also thank the employees of the Company for their valuable service and supportduring the year. Your Directors also gratefully acknowledge with thanks the cooperationand support received from the shareholders of the Company.
| ||For and on behalf of the Board of Directors |
|Kolkata ||C.K.DHANUKA |
|1st July 2019 ||Chairman |