Dhunseri Ventures Ltd.
|BSE: 523736||Sector: Industrials|
|NSE: DVL||ISIN Code: INE477B01010|
|BSE 14:56 | 26 Sep||224.90||
|NSE 14:39 | 26 Sep||225.00||
|Mkt Cap.(Rs cr)||788|
|Mkt Cap.(Rs cr)||787.60|
Dhunseri Ventures Ltd. (DVL) - Director Report
Company director report
Your Directors are pleased to present the 106th AnnualReport of your Company together with the Audited Financial Statements for the year endedMarch 31 2022.
(H in Lakhs)
* Reversal of income tax for earlier years Operations
The income of your Company during the year under review comprised ofmainly income/revenue from investment activities sale of Commodities royalty anddividend from Joint Ventures.
Global Pandemic - COVID-19
Your Company has considered the possible risk that may result from thepandemic relating to COVID-19 on the carrying amounts of assets including investments andother financial and non-financial assets. As per the assessment carried out by themanagement based on the internal and external information available upto the date ofapproval of the financial statements your Company does not foresee any uncertaintyrelated to recoverability or liquidation of the assets and also about the ability of thenon-financial assets to generate future economic benefits.
However the impact assessment of COVID-19 is a continuing processgiven the uncertainties associated with its nature and duration. The impact of the globalhealth pandemic may be different from that estimated as on the date of approval of thefinancial statements and your Company will continue to closely monitor any materialchanges to future economic conditions.
Material changes and commitments affecting financial position of theCompany
There are no material changes and commitment affecting financialposition of your Company which has occurred between the end of the financial year of yourCompany i.e. March 31 2022 and the date of this Report.
Your Directors have recommended a dividend @ H4.00/- (Previous Year @H2.50/-) per equity share of H10/- each for the year ended March 31 2022 subject to theapproval of the shareholders at the ensuing Annual General Meeting (AGM).
Transfer to Reserves
During the year under review your Company has not transferred anyamount to the General Reserve and entire amount of profit for the year forms part of theRetained Earnings.
Directors and Key Managerial Personnel
Mr. Mrigank Dhanuka (DIN: 00005666) retires by rotation and beingeligible offers himself for re-appointment.
Mr. Rajiv Kumar Sharma (DIN:05197101) was re-designated from ExecutiveDirector (Finance) & CFO to Executive Director (Finance) w.e.f September 16 2021.
Mr. Vikash Jain was appointed as the Chief Financial Officer (CFO) ofthe Company w.e.f September 16 2021.
Declaration from Independent Directors on an Annual Basis
Pursuant to the provisions of Section 149 of the Companies Act 2013('the Act') and Regulation 25(8) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("the ListingRegulations") the Independent Directors have given declarations that they meet thecriteria of independence as provided in Section 149(6) of the Act and Rules framedthereunder and Regulation 16(1)(b) of the SEBI (LODR) Regulations.
The Independent Directors have also declared that they have registeredtheir name with the data bank maintained by the Indian Institute of Corporate Affairs asrequired under the provisions of Section 150 of the Act read with Rule 6(1) of Companies(Appointment and Qualification of Directors) Rules 2014.
In the opinion of the Board the Independent Directors possess therequisite expertise and experience and are persons of high integrity and repute. Theyfulfill the conditions specified in the Act as well as the Rules made thereunder and areIndependent of the management.
Policy on Directors' Appointment and Remuneration
The policy of your Company on Directors' appointment and remunerationincluding the criteria for determining qualifications positive attributes Independenceof a Director and other matters as required under Sub-section (3) of Section 178 of theCompanies Act 2013 is available on our website at (http://aspetindia.com/wp-content/uploads/2022/06/Nomination-and- Remuneration-Policy.pdf). Weaffirm that the remuneration paid to the Directors is as per the terms laid out in theNomination and Remuneration Policy of your Company.
Directors' Responsibility Statement Pursuant to Section 134(5) of theCompanies Act 2013
Pursuant to the requirement under Section 134(5) of the Companies Act2013 with respect to Directors' Responsibility Statement it is hereby confirmed:
(a) That in the preparation of the annual accounts the applicableaccounting standards aligned with IND AS had been followed along with proper explanationrelating to material departures if any;
(b) That the Directors had selected such accounting policies aligned asper IND AS and applied them consistently made judgements and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the FY and of the profit and loss of the Company for that period;
(c) That the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(d) That the Directors prepared the annual accounts on a going concernbasis;
(e) That the Directors had laid down Internal Financial Controls forthe Company and that such Internal Financial Controls are adequate and were operatingeffectively; and
(f) That the Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
Holding Subsidiaries and Joint Ventures:
I. Holding Company:
Dhunseri Investments Ltd. is holding 56.44% of the equity share capitalof your Company as on March 31 2022.
II. Subsidiary Companies:
A. Dhunseri Infrastructure Ltd. wholly-owned subsidiary
The Board of Approvals Ministry of Commerce & IndustriesGovernment of India vide Notification dated December 17 2019 has made all the SEZs as"Multi-Sector Special Economic Zones". Currently the Govt. of West Bengal ischalking out a road map for accommodating leather goods manufacturing units in the saidSEZ area and necessary steps are being taken to chalk out the said matter. In view of theaforesaid the Company is considering various options for the utilization of the propertyfor other industries including leather and allied industries and possible use of the SEZand benefits available thereon.
The Board is working for utilizing the space and is quite optimisticthat it will soon give positive results.
B. Dhunseri Poly Films Pvt. Ltd. wholly-owned subsidiary
Dhunseri Poly Films Pvt. Ltd. is in the process of setting up State ofthe Art -10.6 Meter Polyester Film BOPET Line at Panagarh in the state of West Bengal.Project construction work has already started for achieving the targeted production timelywhich is likely to commence from first quarter of FY 2023-24.
Further Dhunseri Poly Films Pvt. Ltd. is also in the process ofsetting up 2 BOPP production plants in Panagarh West Bengal with a targeted annualproduction of 100000110000 tons.
C. Twelve Cupcakes Pte. Ltd. subsidiary
Your Company is holding 88.68% of the equity share capital in TwelveCupcakes Pte. Ltd.
In view of repayment of loan by Twelve Cupcakes Pte. Ltd. to StandardChartered Bank the Corporate Guarantee was closed during the FY 2021-22.
The number of outlets of Twelve Cupcakes Pte Ltd. as on March 31 2022is 30.
D. DVL USA INC. step-down subsidiary
DVL USA INC. was incorporated as a new wholly owned subsidiary of theCompany in United States (U.S) for exploration and expansion of the Cupcake Business inthe U.S. Market by making an investment of USD 200000 in the said company by subscribingto 20000 equity shares at USD 10 per equity share at par.
Further Twelve Cupcakes Pte Ltd. (subsidiary of the Company) hasinfused funds in DVL USA INC in the form of 20800 equity shares at USD 10 per equityshare at par on 7th March 2022. Accordingly DVL USA INC has become the stepdown subsidiary of the Company w.e.f the said date.
III. Associate Companies:
A. IVL Dhunseri Petrochem Industries Pvt. Ltd.
Your Company continues to hold 50% of the equity share capital in IVLDhunseri Petrochem Industries Pvt. Ltd. and the balance 50% stake is held by Indoramagroup.
B. IVL Dhunseri Polyester Company S.A.E.
Your Company continues to hold 50% stake in IVL Dhunseri PolyesterCompany S.A.E and the balance 50% stake is held by Indorama group.
Information about the Financial Performance/Financial Position of theSubsidiaries Associate and Joint Venture
A separate statement containing the salient features of FinancialStatements of all Subsidiary/Associate/Joint Ventures of your Company forms a part ofconsolidated Financial Statements in compliance with Section 129 and other applicableprovisions if any of the Companies Act 2013. Shareholders desirous of obtaining thereport and accounts of your Company's subsidiaries may obtain the same upon request. It isalso available on the website of your Company www.aspetindia.com. Members may send anadvance request at the e-mail id-investors@aspetindia. com for an electronic inspection ofthe aforesaid documents.
As required under the Companies Act 2013 and the Listing Regulationsthe Audited Consolidated Financial Statements of your Company are also attached and formspart of your Company's Annual Report.
Conservation of Energy Technology Absorption Foreign ExchangeEarnings/Outgo
There are no particulars in regard to the conservation of energytechnology absorption as prescribed under Section 134(3)(m) of the Companies Act 2013read with the Companies (Accounts) Rules 2014.
The Foreign exchange expenses/outflow in the FY 2021-22 is H275.36lakhs. Further earnings/inflow in foreign exchange in the FY 2021-22 is H1654.03 lakhs.
Pursuant to Section 92(3) read with Section 134(3)(a) of the CompaniesAct 2013 the Annual Return as on March 31 2022 is available on the Company's website onhttp://aspetindia.com/ stock-exchange-disclosure/annual-return/
Corporate Social Responsibility
A Corporate Social Responsibility Committee was reconstituted on July3 2020 with Mr. C.K.Dhanuka as the Chairman Dr. B.Sen and Mrs. A.Kanoria as themembers.
Your Company carries out CSR activities mainly through Dhanuka DhunseriFoundation (DDF) or any other implementing agency as the CSR Committee and the Boarddecides.
The Annual Report on CSR activities in accordance with the Companies(Corporate Social Responsibility Policy) Rules 2014 is attached as"Annexure-A" to this Report.
Details Relating to Remuneration to Directors Key Managerial Personneland Employees
The information required under Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached as "Annexure-B" to this Report.
The statement containing names of top ten employees in terms ofremuneration drawn and the particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in a separate annexure forming part of thisreport. Further the report and the accounts are being sent to the Members excluding theaforesaid annexure. In terms of Section 136 of the Act the said annexure is open forinspection and any Member interested in obtaining a copy of the same may write to theCompany Secretary at email@example.com
Auditors and Auditors' Report Statutory Auditors
At the Annual General Meeting held on August 7 2017 B S R & Co.LLP Chartered Accountants (Registration No. 101248W/ W-100022) were appointed as theStatutory Auditors of the Company to hold office till the conclusion of the 106thAnnual General Meeting. Accordingly M/s B S R & Co. LLP Chartered Accountants willcontinue as Statutory Auditors of the Company till the conclusion of the 106thAnnual General Meeting. They have expressed their willingness to be re-appointed for afurther term. The Company has received consent from the auditors to the effect that ifthey are re-appointed it would be in accordance with the provisions of the section 141 orother applicable provision of the Companies Act 2013.
On recommendation of the Audit Committee the Board recommendsre-appointment of M/s B S R & Co. LLP Chartered Accountants (Registration No.101248W/W-100022) as the Auditors of the Company for a second term of five consecutiveyears from the conclusion of 106th Annual General Meeting till the conclusionof 111th Annual General Meeting subject to approval by the Members of theCompany at the ensuing Annual General Meeting. Accordingly a resolution proposingre-appointment of M/s B S R & Co. LLP Chartered Accountants (Registration No.101248W/W-100022) as the Statutory Auditors of the Company pursuant to Section 139 of theCompanies Act 2013 forms part of the Notice of Annual General Meeting.
No frauds are reported by auditors under Section 143(12) of theCompanies Act 2013 in Auditor's Report.
Explanation to Auditors' Comment
The Auditors' Qualification has been appropriately dealt with in NoteNo. 37 of the Notes to the standalone audited financial statements and Note No. 44 of theNotes to the consolidated audited financial statements. The Auditors' Report is enclosedwith the financial statements in this Annual Report.
Secretarial Auditors and Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 Mamta Binani & Associates Practicing Company Secretaries was appointed as theSecretarial Auditor of your Company for the FY 2021-22.
The Secretarial Audit Report issued by Mamta Binani & AssociatesPracticing Company Secretaries for the FY ended March 31 2022 is attached as an"Annexure-C" to this Report.
The Secretarial Audit Report does not contain any qualificationreservation adverse remark or disclaimer.
Cost Records and Cost Auditors
The provisions of Cost Audit and Records as prescribed under Section148 of the Companies Act 2013 are not applicable to your Company.
Dividend Distribution Policy
The Board of Directors of your Company at its meeting held on May 252022 has adopted the Dividend
Distribution Policy as required by Regulation 43A of the ListingRegulations and is available at our website www.aspetindia.com
Business Responsibility Report
In terms of Regulation 34(2)(f) of the Listing Regulations top 1000listed entities based on their market capitalization as on March 31 of every FinancialYear are required to prepare a Business Responsibility Report ("BRR") formingpart of the Annual Report.
Accordingly the Company has prepared the BRR describing theinitiatives taken by the Board from an environmental Social and Governance perspective.
The said BRR is forming part of the Annual Report and is attached as an"Annexure-D" to this Report and is also uploaded on the website of the Companyat www.aspetindia.com
Adequacy of Internal Financial Controls with reference to FinancialStatements
Your Company has in place adequate internal financial controls asrequired u/s 134(v)(e) of the Companies Act 2013. Your Company has adopted policies andprocedures for ensuring the orderly and efficient conduct of its business includingadherence to Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial disclosures. During the year suchcontrols were tested with reference to Financial Statements and no material weakness inthe design or operation was observed.
Particulars of Loans Guarantees and Investments
Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in note no. 7 of theStandalone Financial Statements.
Your Company has established a Risk Management Policy as approved bythe Board. The two major mechanisms of risk management are the Monitoring of StatutoryLegal Investment Compliances and the Internal Audit.
Related Party Transactions
All the contracts/arrangements/transactions entered by your Companyduring the financial year with related parties were in the ordinary course of business andon an arm's length basis. They were on similar terms as per the terms and conditionsentered into between the parties.
None of the transactions with any of the related parties was inconflict with the Company's interest.
The necessary disclosures regarding the transactions are provided inthe notes to accounts. Your Company has also formulated a policy on dealing with theRelated Party Transactions and necessary approval of the Audit Committee and the Board ofDirectors were taken wherever required in accordance with the Policy.
Annual evaluation of the performance of the Board its Committees andIndividual Directors
The Independent Directors of your Company had reviewed the performanceof non-Independent Directors and the Board as a whole along with the performance of theChairman of your Company at its meeting held on February 10 2022.
The Independent Directors well appreciated the functioning of the Boardof Directors as well as the Committees of the Board. They were also highly satisfied withthe leadership role played by the Chairman. The Board of Directors works as a team andthere were detailed discussion at the meetings on various agenda items. The Board is awell-diversified team consisting of persons having expertise in the fields of BankingFinance Law as well as professionals and industrialist. The Board through its Committeesi.e. Audit Committee Stakeholders Relationship Committee Nomination and RemunerationCommittee is in a position to have its executed overall supervision at all these keyareas. All the Directors participate effectively without any restraint to express theirviews.
The Board of Directors at its meeting held on May 25 2022 hadevaluated the performance of the Independent Directors based on a list of evaluationcriteria for performance evaluation. The effectiveness of the Board was discussed andevaluated based on the evaluation criteria as well as the performance evaluation of theBoard Committees was also conducted at the same meeting.
The evaluation process focused on various aspects of the functioning ofthe Board and Committees such as composition of the Board and Committees experience andcompetencies performance of specific duties and obligations governance issues etc. Theguidance note issued by SEBI on Board Evaluation was duly considered while conducting theevaluation exercise. Separate exercise was carried out to evaluate the performance ofIndividual Directors on parameters such as qualifications experience availability andattendance constructive contribution knowledge and competency etc.
As an outcome of the above exercise it was noted that the Board as awhole is functioning as a cohesive body which is well engaged with different perspectivesand is believed that it is the collective effectiveness of the Board that impactsCompany's performance. The Board Members from different backgrounds bring about differentcomplementarities that help Board discussions to be rich and value adding. It was alsonoted that the Committees are functioning well and besides the Committee's terms ofreference as mandated by law important issues are brought up and discussed in theCommittee Meetings.
Corporate Governance Management Discussion and Analysis Reports
Your Company has taken adequate steps to adhere to all the stipulationslaid down in Regulation 34(3) and Schedule V of the Listing Regulations. A report onCorporate Governance and Management Discussion and Analysis Report are included as a partof this Report.
Certificate from the Secretarial Auditors of your Company confirmingthe compliance with the conditions of Corporate Governance as stipulated under the ListingRegulations forms part of the Annual Report.
The details of Board Meetings details of Audit Committee StakeholdersRelationship Committee Nomination and Remuneration Committee held during the FY 2021-22Nomination and Remuneration policy and Vigil Mechanism/Whistle Blower Policy are coveredin the Corporate Governance Report.
Environment Health and Safety
Environmental Health and Safety are of great importance to yourCompany. Your Company continuously strives to ensure environment sustainable practices andprovides a safe and healthy workplace for its employees.
Prevention of Sexual Harassment at Workplace
As per the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 ("POSH Act") and Rules madethereunder your Company has an Internal Complaints Committee to address complaintspertaining to sexual harassment in the workplace.
Credit Rating by Infomerics Valuation and Rating Pvt. Ltd.
Your Directors inform that Infomerics Valuation and Rating Pvt. Ltd.had assigned the Credit rating of IVR AA- / Stable Outlook (IVR Double A Minus with StableOutlook) rating to the Long Term Bank facilities of your Company.
Compliance with Secretarial Standards
Your Company is in compliance with the relevant provisions of theSecretarial Standard issued by The Institute of Company Secretaries of India and approvedby the Central Government.
Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions in regard to theunder-mentioned items during the year under review:
(a) Issue of equity shares with differential rights as to dividendvoting or otherwise.
(b) Issue of sweat equity shares to employees of the Company/ Issue ofEmployees Stock Option Scheme.
Further your Company has not accepted any deposits from the public.There were no outstanding balances relating to Fixed Deposits as at the beginning and endof the FY 2021-22.
There is no change in the nature of business of your Company and nosignificant material orders were passed by the Regulators or Courts or Tribunals whichwould impact the going concern status of your Company and its future operations.
During the year under review there were no proceedings that were filedby your Company or against your Company which are pending under the Insolvency andBankruptcy Code 2016 as amended before National Company Law Tribunal or other Courts.
During the year under review there were no instances of onetimesettlement with any Bank or Financial Institutions.
Your Company believes that 'employees' are the most valuable assets ofany organization. Your Directors wish to place on record their deep sense of appreciationfor the co-operation dedication and committed services by all the employees of yourCompany who plays a pivotal role in the growth of your Company.
The Directors wish to place on record their sincere appreciation forthe whole-hearted support received from the banks shareholders and all other associatedwith your Company. The Board of Directors also thank the employees of your Company fortheir valuable service and support during the year.