Your Directors hereby present the 103rd Annual Report of your Companytogether with the Audited Financial Statements for the year ended March 31 2019. The nameof your Company has changed from Dhunseri Petrochem Limited to Dhunseri Ventures Limitedw.e.f. December 11 2018.
| || ||(? in Lakhs) |
|Particulars ||2018-19 ||2017-18 |
|Turnover and other income ||79767.14 ||96112.09 |
|Profit before interest and depreciation ||10419.96 ||4551.15 |
|Interest ||2257.14 ||139.14 |
|Profit before depreciation ||8162.82 ||4412.01 |
|Provision for depreciation ||55.55 ||42.94 |
|Profit before exceptional item and tax ||8107.27 ||4369.07 |
|Exceptional Item ||2732.67 ||- |
|Profit before tax ||5374.60 ||4369.07 |
|Provision for tax || || |
|- Current tax ||406.08 ||539.19 |
|- Deferred tax ||(117.52) ||169.08 |
|- Adjustment for earlier years ||- ||- |
|Profit after tax ||5086.04 ||3660.80 |
|Profit/(Loss) for the year ||5086.04 ||3660.80 |
|Opening Balance of Retained Earnings (Surplus in Statement of Profit and Loss) ||36640.95 ||33828.05 |
|Profit/(Loss) for the year ||5086.04 ||3660.80 |
|Other Comprehensive Income ||0.07 ||(4.80) |
|Total Comprehensive Income for the Year ||5086.11 ||3656.00 |
|Transfer within equity- Gain on sale of equity shares designated as FVOCI-transfer to retained earnings (net of tax) ||5155.98 ||- |
|Dividends paid ||(1225.87) ||(700.50) |
|Tax on dividend ||(251.98) ||(142.60) |
|Closing Balance in Retained Earnings ||45405.19 ||36640.95 |
Note: Exceptional Item represents payment of entry tax for the period from April 12013 to March 31 2016 under Settlement of Dispute Scheme in terms of West Bengal TaxationLaws (Amendment) Act 2018.
The income of the Company during the year under review comprised of income from Tradingactivity Royalty and investment activities.
Material changes and commitments affecting financial position of the Company.
There are no material changes and commitment affecting financial position of theCompany which has occurred between the end of the financial year of the Company i.e. March31 2019 and the date of this Report.
Your Directors have recommended a dividend @ ? 4.00/- (Previous Year @ ? 3.50/-) perequity share of ? 10/- each for the year ended March 31 2019 subject to the approval ofthe shareholders at the ensuing Annual General Meeting (AGM).
Directors and Key Managerial Personnel
Mr. Chandra Kumar Dhanuka will be re-appointed as the Executive Chairman & ManagingDirector of the Company w.e.f. January 1 2020 for a period of four years based on theapproval of the Board at its meeting held on May 27 2019 subject to the approval of themembers at this AGM. Your Directors recommend approval of his reappointment as theExecutive Chairman & Managing Director of the Company.
Pursuant to the provisions of the Companies Act 2013 ("Act") theshareholders in the 98th AGM of your Company held on August 14 2014 appointedMr. Joginder Pal Kundra as an Independent Director to hold office for five consecutiveyears. Mr. Joginder Pal Kundra is eligible for re-appointment as an Independent Directorfor a second term of five consecutive years. Pursuant to the provisions of the Act basedon the recommendation of the Nomination and Remuneration Committee the Board recommendsfor the approval of the Members through a Special Resolution in the 103rd AGMof your Company the reappointment of Mr. Joginder Pal Kundra as an Independent Directorfor second term of five consecutive years from August 2019 to August 2024.
Pursuant to the provisions of the Companies Act 2013 ("Act") theshareholders in the 98th AGM of your Company held on August 14 2014 appointedDr. Basudeb Sen as an Independent Director to hold office for five consecutive years. Dr.Basudeb Sen is eligible for re-appointment as an Independent Director for a second term offive consecutive years. Pursuant to the provisions of the Act based on the recommendationof the Nomination and Remuneration Committee the Board recommends for the approval of theMembers through a Special Resolution in the 103rd AGM of your Company there-appointment of Dr. Basudeb Sen as an Independent Director for second term of fiveconsecutive years from August 2019 to August 2024.
Pursuant to the provisions of the Companies Act 2013 ("Act") theshareholders in the 98th AGM of your Company held on August 14 2014 appointedMr. Anurag Bagaria as an Independent Director to hold office for five consecutive years.Mr. Anurag Bagaria is eligible for re-appointment as an Independent Director for a secondterm of five consecutive years. Pursuant to the provisions of the Act based on therecommendation of the Nomination and Remuneration Committee the Board recommends for theapproval of the Members through a Special Resolution in the 103rd AGM of yourCompany the re-appointment of Mr. Anurag Bagaria as an Independent Director for secondterm of five consecutive years from August 2019 to August 2024.
Mr. Siddhartha Rampuria (DIN: 00755458) who was appointed as an Additional Director inthe Board meeting of the Company held on April 11 2018 had resigned due to hispre-occupation w.e.f. June 25 2018.
Further he has been appointed as an Additional Director of your Company (in thecategory of an Independent Directors) w.e.f. September 14 2018 and is proposed to beappointed as an Independent Director for a term of five consecutive years at the ensuingAGM. Appropriate resolution for his appointment is being placed for the approval of themembers of the Company at the ensuing AGM. The Board of Directors of the Company recommendhis appointment as the Independent Director of your Company.
Mr. Dharam Pal Jindal has resigned from the post of Director of your Company w.e.f.June 20 2018 in view of his pre - occupations. Your Board of Directors wish to place onrecord his sincerest appreciation for the contribution made by him during his tenure.
Declaration from Independent Directorson Annual Basis
Your Company had received the declaration of Independence u/s 149(7) of the CompaniesAct 2013 from all the Independent directors of your Company specifying that they meet thecriteria of independence as per Section 149(6) of the Companies Act 2013.
Directors' Responsibility Statement Pursuant to Section 134(5) of the Companies Act2013
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed:
(a) That in the preparation of the annual accounts the applicable accounting standardsaligned with IND AS had been followed along with proper explanation relating to materialdepartures if any;
(b) That the Directors had selected such accounting policies aligned as per IND AS andapplied them consistently made judgements and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company at the end ofthe FY and of the profit and loss of the Company for that period;
(c) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(d) That the Directors prepared the annual accounts on a going concern basis;
(e) That the Directors had laid down Internal Financial Controls for the Company andthat such Internal Financial Controls are adequate and were operating effectively; and
(f) That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Holding Subsidiaries and Joint Ventures;
I. Holding Company:
Dhunseri Investments Limited is holding 56.26% of the equity share capital of yourCompany as on March 31 2019.
II. Subsidiary Companies:
A. Dhunseri Infrastructure Limited
The Company had been developing an "Information Technology Park" at KolkataIT Park SEZ Bantala. Flowever the said project is held up due to adverse marketconditions. Recently the Government of West Bengal Department of Information Technologyand Electronics has come out with a proposal for exchange of Land from Bantala to theplots of land in Bengal Silicon Valley IT Flub being developed by West Bengal FlousingInfrastructure Development Corporation Ltd. (WBFIIDCO).
The Company is considering the proposal and will take decision once all the details arereceived and finds it tenable and in the interest of the Company.
B Global Foods Pte Limited
Your Company has invested SGD 2100000 (equivalent to ? 1087.01 lakhs) in the form of2100000 equity shares of SGD 1 each in Global Foods Pte Limited during the FY 2018-19and accordingly your Company holds 86.67% in the equity share capital of the said Companyas on March 31 2019. Global Foods Pte Limited had invested SGD 2100000 in the ordinaryshare of SGD 1 each of Twelve Cupcakes Pte Limited during the FY 2018-19.
C. Twelve Cupcakes Pte Limited
Twelve Cupcakes Pte Limited is the wholly owned subsidiary of Global Foods Pte Limitedand Global Foods Pte Limited is a subsidiary of your Company. Your Company has extendedCorporate Guarantee in FY 2017- 18 to Twelve Cupcakes Pte Limited. The same was furtherextended for 13 months which will be valid till August 31 2019 for an amount of SGD 1.365Mn equivalent to ? 697.85 lakhs and acting as a guarantor in favour of Standard CharteredBank for the loan taken by Twelve Cupcakes Pte Limited. The number of outlets of TwelveCupcakes Pte Limited as on March 31 2019 is 30.
A. Tastetaria Foods Private Limited (Formerly Tastetaria Private Limited)
The name of Tastetaria Private Limited has changed to Tastetaria Foods Private Limitedw.e.f. December 3 2018.
Tastetaria Foods Private Limited has ceased to be a wholly owned subsidiary of yourCompany pursuant to disposal of 75% of the stake in Tastetaria Foods Private Limited onJune 11 2018 to Choicest Enterprises Limited.
As on March 31 2019 your Company hold 25% of the share capital in Tastetaria FoodsPrivate Limited.
B. IVL Dhunseri Petrochem Industries Private Limited
Your Company continues to hold 50% of the equity share capital in IVL DhunseriPetrochem Industries Private Limited.
C. IVL Dhunseri Polyester Company S.A.E. (Formerly Egyptian Indian Polyester CompanyS.A.E.)
The name of the Company Egyptian Indian Polyester Company S.A.E. has changed to IVLDhunseri Polyester Company S.A.E. w.e.f. March 19 2019.
Your Company had purchased the entire shareholding of Egyptian Petrochemicals HoldingCompany ("ECHEM") and Engineering for the Petroleum & Process Industries("ENPPI") in "Egyptian Indian Polyester Company S.A.E" (now known asIVL Dhunseri Polyester Company S.A.E.) i.e 23% and 7% respectively. Out of which half ofthe shares were sold to Indorama Netherlands B.V and 10 shares to Indorama NetherlandsCooperatief U.A.
Out of the loan of USD 87 Mn provided by your Company to IVL Dhunseri Polyester CompanyS.A.E. through internal accruals and short term bridge financing from ICICI Bank Limitedan amount of USD 70.55 Mn has been repaid by IVL Dhunseri Polyester Company S.A.E.resulting in an outstanding amount of USD 16.45 Mn.
The production in Plant in IVL Dhunseri Polyester Company S.A.E. has started duringAugust 2018.
Your Company holds 50% stake in IVL Dhunseri Polyester Company S.A.E. and the balance50% stake is held by Indorama group.
Information about the Financial Performance/Financial Position of the SubsidiariesAssociate and Joint Venture
A separate statement containing the salient features of Financial Statements of allSubsidiary/Associate/Joint Ventures of your Company forms apart of consolidated FinancialStatements in compliance with Section 129 and other applicable provisions if any of theCompanies Act 2013. Shareholders who wish to have a hard copy of the full reports andaccounts of the subsidiaries will be provided the same on receipt of written request fromthem. These documents will also be available for inspection by any shareholder at theregistered office of the Company and that of the subsidiaries on any working day duringbusiness hours except on Saturdays.
As required under the Companies Act 2013 and Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Audited Consolidated Financial Statements of your Company are alsoattached and form part of the Company's Annual Report.
Conservation of Energy Technology Absorption Foreign Exchange Earnings/Outgo
There are no particulars in regard to the conservation of energy technology absorptionas prescribed under Section 134(3)(m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014.
The Foreign exchange expenses/outflow in the FY 2018-19 is ? 75366.03 Lakhs.
Further earnings/inflow in foreign exchange in the FY 2018-19 is ? 121928.80 Lakhs.
Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92(3) of the Companies Act 2013 read with Rule 12(1) of the Companies(Management and Administration) Rules 2014 is attached as "Annexure-A" to thisReport.
Pursuant to Section 134(3)(a) the Annual Return of the Company is available in theCompany's website (weblink: http://aspetindia .com/stock-exchange-disclosure/annual-return/)
Corporate Social Responsibility
A Corporate Social Responsibility Committee was constituted on May 22 2014 with Mr.P.K.Khaitan as the Chairman and Mr. C.K.Dhanuka and Dr. B.Sen as the members.
The updated Corporate Social Responsibility Policy of your Company is available in theCompany's website (weblink: http://aspetindia.com/wp-content/uploads/2018/03/Corporate-Social- Responsibility-Policy.pdf)
Your Company carry out CSR activities mainly through Dhanuka Dhunseri Foundation (DDF).
The Annual Report on CSR activities in accordance with the Companies (Corporate SocialResponsibility Policy) Rules 2014 is attached as "Annexure-B" to this Report.
Details Relating to Remuneration to Directors Key Managerial Personnel and Employees
The information required under Section 197 of the Companies
Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of Directors/ Employees of your Company is attached as"Annexure-C" to this Report.
Auditors and Auditors' Report Statutory Auditors
M/s B S R & Co. LLP Chartered Accountants (Registration No. 101248W/W-100022) thepresent Statutory Auditors of your Company shall hold office till the end of 106thAGM which was approved in the AGM held on August 7 2017.
The Auditors' Report for the FY 2018-19 does not contain any qualificationreservation adverse remark or disclaimer.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 MamtaBinani& Associates practising Company Secretaries was appointed as the SecretarialAuditor of your Company for the FY 2018-19.
The Secretarial Audit Report issued by Madhuri Pandey practising Company Secretary forthe FY ended March 31 2019 is attached as an "Annexure-D" to this Report.
The Secretarial Audit Report does not contain any qualification reservation adverseremark or disclaimer.
Adequacy of Internal Financial Controls with reference to Financial Statements
Your Company has in place adequate internal financial controls as required u/s134(v)(e) of the Companies Act 2013. Your Company has adopted policies and procedures forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures. During the year such controls were testedwith reference to Financial Statements and no material weakness in the design or operationwas observed.
Particularsof Loans Guarantees and Investments
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the note no. 6 & 7 of the standaloneFinancial Statements.
Your Company has established a Risk Management Policy as approved by the Board. The twomajor mechanisms of risk management are the Monitoring of Statutory and Legal compliancesand Internal Audit.
Related Party Transactions
All the contracts/arrangements/transactions entered by your Company during thefinancial year with related parties were in the ordinary course of business and on anarm's length basis. They were on similar terms as per the terms and conditions of theagreements entered into between the parties.
None of the transactions with any of the related parties was in conflict with theCompany's interest.
The necessary disclosures regarding the transactions are provided in the notes toaccounts. The Company has also formulated a policy on dealing with the Related PartyTransactions and necessary approval of the Audit Committee and Board of Directors weretaken wherever required in accordance with the Policy.
Annual evaluation of the performance of the Board its Committees and of individualdirectors
The Independent Directors of your Company had reviewed the performance ofnon-independent directors and the Board as a whole along with the performance of theChairman of your Company at its meeting held on February 112019.
The Board of Directors at its meeting held on May 27 2019 had evaluated theperformance of the Independent Directors based on a list of evaluation criteria forperformance evaluation. The effectiveness of the Board was discussed and evaluated basedon the evaluation criteria as well as the performance evaluation of the Board Committeeswas also conducted in the same meeting.
The evaluation process focused on various aspects of the functioning of the Board andCommittees such as composition of the Board and Committees experience and competenciesperformance of specific duties and obligations governance issues etc. The guidance noteissued by SEBI on Board Evaluation
was duly considered while conducting the evaluation exercise. Separate exercise wascarried out to evaluate the performance of individual directors on parameters such asqualifications experience availability and attendance constructive contributionknowledge and competency etc.
As an outcome of the above exercise it was noted that the Board as a whole isfunctioning as a cohesive body which is well engaged with different perspectives. TheBoard Members from different backgrounds bring about different complementarities that helpBoard discussions to be rich and value adding. It was also noted that the Committees arefunctioning well and besides the Committee's terms of reference as mandated by lawimportant issues are brought up and discussed in the Committee Meetings.
Corporate Governance Management Discussion And Analysis Reports
Your Company has taken adequate steps to adhere to all the stipulations laid down inRegulation 34(3) and Schedule V of the Listing Regulations. A report on CorporateGovernance and Management Discussion and Analysis Reports are included as a part of thisReport.
Certificate from the Statutory Auditors of the Company confirming the compliance withthe conditions of Corporate Governance as stipulated under the Listing Regulations isattached to this report.
The details of Board Meetings held during the FY 2018-19 details of Audit CommitteeStakeholders Relationship Committee Nomination and Remuneration Committee Nomination andRemuneration policy and Vigil Mechanism/Whistle Blower Policy are covered in the CorporateGovernance Report.
Environment Health and Safety
Environmental Health and Safety is of great importance to your Company. Your Companycontinuously strives to ensure environment sustainable practices and provide a safe andhealthy workplace for its employees.
Credit Rating by Infomerics Valuation and Rating Private Limited
Your Directors inform that Infomerics Valuation and Rating Private Limited had reviewedand assigned the Credit rating of IVR A1+ (IVR A One Plus) rating to the Short Term Bankfacilities of your Company.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions in regard to the under-mentioned itemsduring the year under review:
(a) Issue of equity shares with differential rights as to dividend voting orotherwise.
(b) Issue of sweat equity shares to employees of the Company/ Issue of Employees StockOption Scheme.
Further your Company has not accepted any deposits from the public. There were nooutstanding balances relating to Fixed Deposits as at the beginning and end of the FY2018-19.
There are no significant material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of your Company and its futureoperations.
Your Company believes that 'employees' are the most valuable assets of anyorganization. Your Directors wish to place on record their deep sense of appreciation forthe co-operation dedication and committed services by all the employees of your Companywho play a pivotal role in the growth of your Company.
The Directors wish to place on record their sincere appreciation for the whole-heartedsupport received from the banks customers suppliers shareholders and all othersassociated with your Company. The Board of Directors also thank the employees of theCompany for their valuable service and support during the year.
| ||For and on behalf of |
| ||The Board of Directors |
|Place: Kolkata ||C.K.Dhanuka |
|Date: May 27 2019 ||Executive Chairman |