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Naga Dhunseri Group Ltd.

BSE: 538369 Sector: Financials
NSE: NDGL ISIN Code: INE756C01015
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Naga Dhunseri Group Ltd. (NDGL) - Director Report

Company director report

We have pleasure in presenting the 103rd Annual Report together with Audited FinancialStatements of the Company for the Financial Year ended 31st March 2021.

1. Financial Results

(Rs in Lakhs)
Particulars

Standalone For the Year Ended

Consolidated For the Year Ended

31.03.2021 31.03.2020 31.03.2021 31.03.2020
Profit before Depreciation & Taxation 526.22 (92.09) 506.47 111.83
Less: Depreciation 52.02 47.67 52.02 47.67
Provision for taxation (Net) 119.45 (103.73) 119.45 (103.73)
Profit After Taxation 354.75 (36.03) 335.00 (55.77)
Add: Share of Profit/(Loss) of associates 5379.51 (488.22)
Net profit for the year 354.75 (36.03) 5714.51 (543.99)
Add: Balance brought forward 1912.86 1979.03 2296.20 2870.33
Add: Transfer within equity (Net of Taxes)-gain on of equity shares designated at FVoCI-transfer to retaearnings 424.62 424.62
Less: Dividend Paid during the Year 12.50 25.00 12.50 25.00
Less: Dividend Distribution Tax Paid during the Year 5.14 5.14
Amount available for appropriation 2679.73 1912.86 8422.83 2296.20
The Directors recommend this amount to be Appropriated as under:
Transfer to NBFC Reserve Fund 155.88 155.88
Transfer to General Reserve 2000.00 2000.00
Balance carried forward 523.85 1912.86 6266.95 2296.20
2679.73 1912.86 8422.83 2296.20

2. Operations

The Income of the Company during the year under review mainly comprised of Profit onSale of Investment in Shares & Securities Dividend and Lease Rental Income. Duringthe year under review the Company's Standalone Net Profit of Rs 354.75 Lakhs compared toNet Loss is Rs 36.03 Lakhs during the previous year.

3. Dividend

The Directors are pleased to recommend a dividend @of Rs 2.50 per equity share (25.00%)of Rs 10/- each for the Financial Year ended 31st March 2021 subject to approval of theShareholders at the ensuing Annual General Meeting to be held on 17th September 2021. Thetotal outflow on account of dividend for 2020-21 is Rs 12.50 Lakhs.

4. Transfer to Statutory Reserve Fund

A sum of Rs 155.88 Lakhs was transferred to NBFC Reserve Fund for the Financial Year2020-21.

5. Transfer to General Reserve

A sum of Rs 2000.00 Lakhs was transferred to General Reserve for the Financial Year2020-21 out of the accumulated earnings.

6. Associate and Subsidiary Company

Pursuant to Section 2(6) of the Companies Act 2013 the Company has an AssociateCompany as on 31st March 2021 i.e. Dhunseri Investments Limited. The Company does nothave any Subsidiary or Joint Venture as on 31st March 2021.

Pursuant to Provisions of Section 129(3) of the Companies Act 2013 a statement inForm AOC- 1 containing the salient features of the Financial Statements of the Company'sAssociate is attached to the Financial Statements of the Company.

7. NBFC Public Deposits Directions

With reference to RBI's NBFC Public Deposit Directions the Board of Directors of theCompany has confirmed by passing a Resolution by Circulation that the Company has neitherinvited nor accepted any Deposits from the Public during the Financial Year 2020-21. TheCompany does not intend to invite or accept any Public Deposits during the Financial Year2021-22. 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 Company's Internal Financial Controls were adequateand effective during the Financial Year 2020-21. Accordingly pursuant to Section134(3)(c) read with Section 134(5) of the Companies Act 2013 the Directors of yourCompany confirm :-

(a) That in the preparation of the Annual Accounts the applicable Accounting Standardshave been followed and no material departures have been made from the same;

(b) 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;

(c) 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;

(d) That they have prepared the annual accounts on a going concern basis;

(e) That they have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; and

(f) That they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

9. Directors & Key Managerial Personnel

Mr. Chandra Kumar Dhanuka (DIN: 00005684) retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for reappointment as a Director of theCompany. The proposal for his re-appointment is included in the Notice of AGM which formsa part of this Annual Report.

Mrs. Bharati Dhanuka (DIN: 02397650) wife of Mr. Mrigank Dhanuka who was appointed asan Additional Director with effect from 12th February 2021 by the Board of Directors andwho holds office upto the date of this AGM would be appointed as a Non-ExecutiveNon-Independent Director of the Company with effect from 12th February 2021 subject toapproval of the Members at the ensuing Annual General Meeting.

Mrs. Rusha Mitra (DIN: 08402204) wife Mr. Shounak Mitra who was appointed asAdditional Non-Executive Independent Director of the Company w.e.f. 26th May 2021 by theBoard of Directors and who holds the office upto the date of this AGM would be appointedas a Non-Executive Independent Director of the Company with effect from 26th May 2021subject to approval of Members at the ensuing Annual General Meeting.

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.

Mr. H. P. Bhuwania Chief Executive Officer whose term of appointment ended on 28thFebruary 2021 was reappointed as Chief Executive Officer of the Company from 1st March2021 to 28th February 2022.

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 2020-21. 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 a separate meeting held on 29th December 2020 in absenceof the Non-Independent Directors and Management considered / evaluated the performance ofthe Board as a whole performance of the Chairman and other Non-Independent 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 12th February 2021 evaluated the performance of theBoard the Committees and each of the Directors including Independent Directors excludingthe Directors being evaluated. The Board also reviewed the performance of the Chairman.The Board was unanimous that the performance of the Board as a whole its Committees andthe Chairman 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 they meet the criteria of Independence aslaid down in Section 149(6) of the Companies Act 2013 Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and have registered themselvesin the databank of Independent Directorship as per Rule 6(1) of the Companies (Appointmentand Qualifications of Directors) Rules 2014 of the Companies Act 2013.

13. Policy on Directors' Appointment and Remuneration and other details

The Company's policy on Directors' appointment and remuneration and other matters asrequired under Section 178(3) of the Companies Act 2013 has been disclosed in theCorporate Governance Report which forms part of this report.

14. Committees

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

A) Audit Committee
B) Nomination and Remuneration Committee
C) Stakeholders' Relationship Committee
D) Share Transfer Committee
E) Corporate Social Responsibility Committee
F) 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.

15. 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/sDhandhania & Associates Chartered Accountants (FRN: 316052E) were appointed as theStatutory Auditors of the Company for a period of 5 years to hold office from conclusionof the 99th Annual General Meeting of the Company (AGM) held on 8th August 2017 till theconclusion of 104th 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-explanatory and does notcontain any qualifications reservations or adverse remarks or disclaimer and have beenannexed to the Report.

17. Risk Management

The Company being a Non-Banking Financial Company is primarily engaged in the businessof making Investments in Shares and Securities. The Management constantly monitors thecapital market risks and systematically addresses them through mitigating actions on acontinuous basis. The Audit Committee has additional oversight in the area of FinancialRisks 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 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 27) to the Financial Statementswhich sets out related party disclosures.

20. Annual Return

Under Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 and readwith Rule 12(1) of the Companies (Management and Administration) Rules 2014 an AnnualReturn is available on the website of the Company at:https://www.nagadhunserigroup.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 CSR activitiesundertaken by the Company during the year are set out in

Annexure- I of this Report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014. The policy is also available on the Company'swebsite:www.nagadhunserigroup.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 as amendedare given below:

a. Ratio of Remuneration of each Director to the median remuneration of the Employeesof the Company

for the Financial Year 2020-2021.

Sl. No. Name of the Director Remuneration (Rs) Ratio
1. Mrs. Aruna Dhanuka 29353/- 0.10:1
2. Mr. C. K. Dhanuka 35353/- 0.12:1
3. Mr. Mrigank Dhanuka 20353/- 0.07:1
4. Mrs. Bharati Dhanuka 1879/- 0.01:1
5. Mr. Rajeev Rungta 42854/- 0.15:1
6. Mr. I. K. Kejriwal 36854/- 0.13:1
7. Mr. G. R. Goenka 39854/- 0.14:1

i. The median remuneration of employees of the Company during the FY 2020-21 is Rs 2.93Lakhs

b. Percentage Increase of Remuneration of each Director Chief Executive Officer ChiefFinancial

Officer and Company Secretary in the Financial Year:

Sl. No. Name and Designation % of Increase
1. Mr. C. K. Dhanuka – Non-Executive Chairman NA (Note-1)
2. Mr. Mrigank Dhanuka – Non-Executive Director NA (Note-1)
3. Mrs. Aruna Dhanuka – Non-Executive Director NA (Note-1)
4. Mrs. Bharati Dhanuka – Non-Executive Director NA (Note-1)
5. Mr. Rajeev Rungta – Non-Executive Independent Director NA (Note-1)
6. Mr. I. K. Kejriwal – Non-Executive Independent Director NA (Note-1)
7. Mr. G. R. Goenka – Non-Executive Independent Director NA (Note-1)
8. Mr. Ayush Beriwala – Chief Financial Officer NA (Note-1)
9. Mr. H. P. Bhuwania – Chief Executive Officer No Change
10. Ms. Chitra Thakwani – Company Secretary 36.84%

Note-1: There is no increase in sitting fees payable to the Non-ExecutiveDirectors. The sitting fee is paid based on the number of meetings attended by theDirectors during the Financial Year 2020-21.

c. The percentage decrease in the median remuneration of the employees in theFinancial Year 2020-

21:17.23%

d. The number of permanent employees on the rolls of Company as on 31 March 2021:9(Nine)

e. Average percentile increase made in the salaries of employees other than theManagerial Personnel in the

Financial Year 2020-21 was NIL and in the case of Managerial Remuneration the increasewas NIL. Increase in Managerial Remuneration for the year: NIL

f. Affirmation that the remuneration is as per the remuneration policy of theCompany:

The Company affirms that remuneration is as per remuneration policy of the Company.

g. The statement containing particulars of employees as required under Section197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended for the Financial Year ended31st March 2021:

i. Details of top ten employees in terms of remuneration drawn:

Sl. No. Name of Employee Age Qualification Designation Date of Joining Experience (in years) Remuneration (in Rs) Last Employment
1. Mr. Ayush Beriwala 39 Graduate CA CFO 03.11.2016 14 3060326 Dhunseri Investments Ltd.
2. Mr. Hari Prasad Bhuwania 82 Graduate CEO 10.02.2020 54 600000 First Employment
3. Mr. Arabinda Banerjee 59 Graduate CA Manager- Accounts 04.01.2021 33 239019 Torrent Pharmaceuticals Ltd.
4. Mr. Sumanjit Das 51 Graduate Accounts Executive 18.04.1994 27 359823 Eastern Data Product Pvt Ltd.
5. Mr. Deepak Verma 32 Graduate Accounts Executive 27.07.2015 9 378627 Deepa Agarwal & Co.
6. Mr. K. Venugopal Nair* 59 Graduate Accounts Executive 01.04.2007 35 105059 Mayfair India Ltd.
7. Ms. Chitra Thakwani 29 Graduate CS Company Secretary 09.08.2018 4 346265 Mint Investments Ltd.
8. Mr. Maheshwar Mukhi 46 Graduate Office Assistant 01.10.2014 7 177728 First Employment
9. Mr. Shashi Bhushan Parida 37 Under Graduate Office Assistant 01.07.2015 13 141185 Dhunseri Investments Ltd.
10. Mr. Vinod Singh 32 Graduate Office Assistant 01.10.2014 7 178984 First Employment

* Mr. K. Venugopal Nair has resigned w.e.f 31.07.2020

ii. Employed throughout the Financial Year 2020-21 and drawing a remuneration inaggregate not Less

Than One Crore Two Lakh Rupees per annum: NIL

iii. Employed for a part of the Financial Year 2020-21 and drawing a remuneration inaggregate not Less

Than Eight Lakh Fifty Thousand Rupees per month: NIL iii. Employee holding two percentof the equity shares of the Company by himself / herself or along with his / her spouseand dependent children employed throughout the FY 2020-21 or part thereof withremuneration in excess of that drawn by the Managing Director or Whole-Time Director ofthe Company: NIL

Notes:

1. Nature of employment is permanent other than that of Mr. H. P. Bhuwania ChiefExecutive Officer whose nature of employment is contractual.

2. No other employees holds equity shares of the Company.

3. The Promoter Directors are related to each other. Mrs. Aruna Dhanuka is spouse ofMr. C. K. Dhanuka. Mr.

Mrigank Dhanuka is son of Mr. C.K. Dhanuka. Mrs. Bharati Dhanuka is spouse of Mr.Mrigank Dhanuka. The Independent Directors are not related among themselves.None ofthe other employees mentioned above are related to any Directors of the Company.

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 Company's websitewww.nagadhunserigroup.com. The Corporate Governance Report with a Certificate ofPracticing Company Secretary and Management Discussion and Analysis Report are attachedwhich form part of this Report.

(a) During the year under review to the best of the available information the Companyhas not made any application nor has any application been filed against the Company underthe Insolvency and Bankruptcy Code 2016.

(b) There was no instance of any one-time settlement with any bank during the periodunder review.

The key policies that have been adopted by the Company are as follows:

The Company has formulated Nomination & Remuneration Policy and the same isavailable in the website of the Company.

(https://www.nagadhunserigroup.com/downloads/Nomination-and-Remuneration-Policy.pdf)

The Company has formulated a Policy related to Disclosure of Material Events affectingthe Company i.e. Policy for Determination of Materiality of an Event / Information and thesame is available on the website of the Company.

(https://www.nagadhunserigroup.com/downloads/Policy-for-determination-of-materiality-of-an-event-or-information.pdf)

The Company has formulated the Corporate Social Responsibility Policy and the same isavailable on the website of the Company.

(https://www.nagadhunserigroup.com/downloads/NAGA-CSR-POLICY.pdf)

Policy on dealing with Related Party Transactions is available on the website of theCompany.(https://www.nagadhunserigroup.com/downloads/Related-Party-Transaction-Policy.pdf)

Policy on Code of Conduct to Regulate Monitor and Report Trading by Designated Personsis available on the website of the Company.

(https://www.nagadhunserigroup.com/downloads/Code-of-Conduct-to-Regulate-Monitor-and-Report-Trading-by-Designated-Persons.pdf)

The Company has formulated the Policy on Preservation of Documents and the same isavailable in the website of the Company.

(https://www.nagadhunserigroup.com/downloads/Policy-on-preservation-of-documents.pdf)

Policy for Determining Material Subsidiaries of the Company is available on the websiteof the Company.(https://www.nagadhunserigroup.com/downloads/Policy-for-determining-Material-Subsidiaries.pdf)

The Company has formulated a Policy and Procedure for Inquiry in case of Leakage ofUnpublished Price Sensitive Information.

(https://www.nagadhunserigroup.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.

(https://www.nagadhunserigroup.com/downloads/Code-for-Fair-disclosuree-of-UPSI.pdf)

The Policy which deals with the Retention and Archival of Corporate Records of theCompany is also available on the website of the Company.

(https://www.nagadhunserigroup.com/downloads/archival-policy-2019.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.

(https://www.nagadhunserigroup.com/downloads/Whistle-Blower-Policy.pdf)

Details of the Familiarization Programme of the Independent Directors are available onthe website of the Company.

(http://www.nagadhunserigroup.com/downloads/programme-independent-directors.pdf)

24. State of Company's Affairs

The Company's is primarily engaged in the business of making Investments in Shares andSecurities. The Company is a Non-Banking Financial Company in terms of the provisions ofSection 45IA of the Reserve Bank of India Act 1934. The Management regularly monitors thechanging market conditions and trends. Further any slowdown of the economic growth orvolatility in global financial market could adversely affect the Company's 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 Company's operations in future.

No significant and material orders were passed by any Regulator or Court or Tribunalsimpacting the going concern status and affecting the company's operations in future.

27. Particulars regarding Conservation of Energy and Technology Absorption

The particulars in respect of Conservation of Energy and Technology Absorption are notapplicable to the Company as it is NBFC Company not dealing with any manufacturingactivities.

28. Foreign Exchange Earnings and outgo

During the year under review there were no foreign exchange earnings and 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 the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013 along with itsrelevant Rules.

The Committee met once during the Financial Year 2020-21on 29th January 2021.

No complaints have been received by the Company during the Financial Year 2020-21.

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. Management Discussion and Analysis Report

The Management's 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.

32. Fraud

There were no cases 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 103rd AGM are sent to all Members whose email addresses are registeredwith the Company / Registrar / Depository Participant(s).

As per SEBI Circular SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May 2020 therequirement of sending physical copies of annual report to those shareholders who have notregistered their email addresses was dispensed with for Listed Entities who would beconducting their AGM's during the calendar year 2020. The same has been implemented forListed Entities who would be conducting their AGM's during the calendar year 2021 videSEBI Circular dated 15th January 2021. In this respect the physical copies are not beingprovided to the shareholders. The copy of the same would be available on the website:www.nagadhunserigroup.com. The initiatives were taken for asking the shareholders toregister or update their email addresses.

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 annexed to theNotice.

34. 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 gratefully acknowledge with thanks the cooperation and supportreceived from the Shareholders of the Company.The Directors also wish to place on recordtheir deep sense of appreciation for the commitment displayed by all executives officersand staff even during the tough times.

For and on behalf of the Board of Directors
C. K. Dhanuka
Place : Kolkata Chairman
Date : 29th June 2021 (DIN: 00005684

.