You are here » Home » Companies » Company Overview » Naga Dhunseri Group Ltd

Naga Dhunseri Group Ltd.

BSE: 538369 Sector: Financials
NSE: NDGL ISIN Code: INE756C01015
BSE 05:30 | 01 Jan Naga Dhunseri Group Ltd
NSE 00:00 | 23 Jul 1598.45 2.65
(0.17%)
OPEN

1525.00

HIGH

1659.80

LOW

1520.15

OPEN
PREVIOUS CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty
OPEN
CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty

Naga Dhunseri Group Ltd. (NDGL) - Director Report

Company director report

We have pleasure in presenting the 102nd Annual Report together with Audited FinancialStatements of the Company for the Financial Year ended 31st March 2020.

( in Lakhs)
1. Financial Results
Standalone

Standalone

Consolidated

Consolidated

Particulars For the year ended 31.03.2020

For the year ended 31.03.2019

For the year ended 31.03.2020

For the year ended 31.03.2019

Profit before Depreciation & Taxation (92.09)

76.11

(111.83)

56.36

Less : Depreciation 47.67

32.66

47.67

32.66

Provision for Taxation (Net) (103.73)

32.89

(103.73)

32.89

Profit after Taxation (36.03)

10.56

(55.77)

(9.19)

Add : Share of Profit / (Loss) of Associates

(488.22)

911.05

Net Profit for the Year (36.03)

10.56

(543.99)

901.86

Add : Balance brought forward 1979.03

2139.80

2870.33

2139.80

Less : Dividend Paid during the Year 25.00

25.00

25.00

25.00

Less : Dividend Distribution Tax Paid during the Year 5.14

5.14

5.14

5.14

Amount available for appropriation 1912.86

2120.22

2296.20

3011.52

The Directors recommend this amount to be Appropriated as under :
Transfer to NBFC Reserve Fund

41.19

41.19

Transfer to General Reserve

100.00

100.00

Balance carried Forward 1912.86

1979.03

2296.20

2870.33

1912.86

2120.22

2296.20

3011.52

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 Loss is 36.03 Lakhs compared to NetProfit of 10.56 Lakhs during the previous year.

3. Dividend

The Directors are pleased to recommend a dividend @of 1.25 per equity share (12.50%) of10/- each for the Financial Year ended 31st March 2020 subject to approval of theShareholders at the ensuing Annual General Meeting to be held on 29th September 2020. Thetotal outflow on account of dividend for 2019-20 is 12.50 Lakhs.

4. COVID-19 Impact Assessment

The management has at the time of approving the financial statements assessed thepotential impact of the Covid-19 on the Company. Barring any future Covid-19 relatedescalations based on the current assessment the management is of the view that impact ofCovid-19 on the operations of the Company and the carrying value of its assets andliabilities is not likely to be material.

5. Associate and Subsidiary Company

Pursuant to Section 2(6) of the Companies Act 2013 the Company has an AssociateCompany as on 31st March 2020 i.e. Dhunseri Investments Limited. The Company does nothave any Subsidiary or Joint Venture as on 31st March 2020.

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.

6. 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 2019-20. TheCompany does not intend to invite or accept any Public Deposits during the Financial Year2020-21. No amount on account of principal or interest on Deposit from Public wasoutstanding as on the date of the Balance Sheet.

7. 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 2019-20. 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.

8. Directors & Key Managerial Personnel

Mr. Mrigank Dhanuka (DIN : 00005666) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for reappointment as a Director of the Company.The proposal for his re-appointment is included in the Notice of AGM which forms a part ofthis Annual Report.

Mr. Mrigank Dhanuka who was the Managing Director of the Company has resigned from hispost on 22nd July 2019. However he continues to act as the Non-Executive Non IndependentDirector of the Company.

Mr. I. K. Kejriwal (DIN : 00012320) Mr. G. R. Goenka (DIN : 00133700) and Mr. RajeevRungta (DIN : 00122221) Non-Executive Independent Directors of the Company have completedtheir term of 5 years on 30th September 2019. They have been re-appointed for a secondterm of 5 consecutive years from 1st October 2019 to 30th September 2024 by passing aSpecial Resolution at the AGM held on 29th August 2019.

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 9thFebruary 2020 was re-appointed as Chief Executive Officer of the Company from 10thFebruary 2020 to 28th February 2021. There are no other changes in the Directors and KeyManagerial Personnel of the Company during the year.

9. Number of Meetings of the Board

The Board met five times during the Financial Year 2019-20. 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.

10. Annual Performance Evaluation

The Independent Directors at a separate meeting held on 20th December 2019 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 14th February 2020 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.

11. Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he meets the criteria of Independence laiddown in Section 149(6) of the Companies Act 2013 Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and have registered themselvesin the data bank of Independent Directorship as per Rule 6(1) of the Companies(Appointment and Qualifications of Directors) Rules 2014 of the Companies Act 2013.

12. 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.

13. 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) ShareTransfer Committee E) Corporate Social Responsibility Committee F) Internal ComplaintCommittee Details of all the above Committees along with the Composition and Meetings heldduring the year under review are provided in the Report on Corporate Governance formingpart of this Report.

14. Auditors

Pursuant to provision of Sections 139 142 and other applicable provisions if any ofthe Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 M/s.Dhandhania & 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.

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 or disclaimer and have beenannexed to the Report.

16. 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.

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 28 to the Financial Statementswhich sets out related party disclosures.

19. Annual Return and Extract of the Annual Return

Under Section 92(3) 134(3)(a) of the Companies Act 2013 and read with Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 an extract of the Annual Returnis given in Annexure I in the prescribed Form MGT 9 which forms part of thisreport. The Annual Return is available on the website of the Company at :http://www.nagadhunserigroup.com/investors.html.

20. 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 - II of thisReport in the format prescribed in the Companies (Corporate Social Responsibility Policy)Rules 2014. The policy is also available on the Company'swebsite:www.nagadhunserigroup.com.

21. 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 theEmployees of the Company for the Financial Year 2019-2020.

Sl. No. Name of the Director Remuneration (Rs) Ratio
1. Mrs. Aruna Dhanuka 15500/- 0.04:1
2. Mr. C. K. Dhanuka 20000/- 0.06:1
3. Mr. Mrigank Dhanuka 1278838/- 3.61:1
4. Mr. Rajeev Rungta 20500/- 0.06:1
5. Mr. I. K. Kejriwal 23000/- 0.06:1
6. Mr. G. R. Goenka 24500/- 0.07:1

The median remuneration of employees of the Company during the F.Y. 2019-20 is 3.54lakhs.

b. Percentage Increase of Remuneration of each Director Chief Executive OfficerChief Financial 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. Mr. Rajeev Rungta - Non-Executive Independent Director NA (Note-1)
5. Mr. I. K. Kejriwal - Non-Executive Independent Director NA (Note-1)
6. Mr. G. R. Goenka - Non-Executive Independent Director NA (Note-1)
7. Mr. Ayush Beriwala - Chief Financial Officer 135.02%
8. Mr. H. P. Bhuwania - Chief Executive Officer No Change
9. Ms. Chitra Thakwani - Company Secretary No Change

Note - 1 : There is no increase in sitting fees payable to the Non-Executive Directors.The sitting fees is paid based on the number of Meetings attended by the Directors duringthe Financial Year 2019-20.

c. The percentage increase in the median remuneration of the employees in theFinancial Year 2019-20 :

5.67%

d. The number of permanent employees on the rolls of Company as on 31st March 2020: 9 (Nine)

e. Average percentile increase made in the salaries of employees other than theManagerial Personnel in the Financial Year 2019-20 was NIL and in the case of ManagerialRemuneration the increase was NIL. The remuneration payable to Managing Director is as perthe agreement entered into with the Company.

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 2020 : i. Details of top ten employees in terms of remuneration drawn :

Sl. No. Name of Employee Age Qualification Designation Date of Joining Experi- ence (in years) Remunera- tion (in ) Last Employment
1. Mr. Ayush Beriwala 38 Graduate CA CFO 03.11.2016 13 3324639 Dhunseri Investments Ltd.
2. Mr. Mrigank Dhanuka* 39 Graduate Director 08.02.2018 19 1272338 Dhunseri Tea & Petrochem Pte Ltd.
3. Mr. Hari Prasad Bhuwania 81 Graduate CEO 10.02.2020 53 600000 First Employment
4. Mr. Swapan Kumar Das 65 Graduate Accounts Executive 01.11.1979 40 433205 Merlin Holidays Ltd.
5. Mr. Sumanjit Das 50 Graduate Accounts Executive 18.04.1994 26 440260 Eastern Data Product Pvt. Ltd.
6. Mr. Deepak Verma 31 Graduate Accounts Executive 27.07.2015 8 373695 Deepa Agarwal & Co.
7. Mr. K. Venugopal Nair 59 Graduate Accounts Executive 01.04.2007 34 334877 Mayfair India Ltd.
8. Ms. Chitra Thakwani 28 Graduate CS Company Secretary 09.08.2018 3 314218 Mint Investments Ltd.
9. Mr. Maheshwar Mukhi 45 Graduate Office Assistant 01.10.2014 6 184314 First Employment
10. Mr. Vinod Singh 31 Graduate Office Assistant 01.10.2014 6 184584 First Employment

* Resigned from the post of Managing Director w.e.f. 22nd July 2019.

NOTES :

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

2. Mr. Mrigank Dhanuka is related to Mr. C. K. Dhanuka and Mrs. Aruna Dhanuka. Mr.Mrigank Dhanuka is son of Mr. C. K. Dhanuka and Mrs. Aruna Dhanuka. None of the otheremployees mentioned above are related to any Directors of the Company.

i. Employed throughout the Financial Year 2019-20 and drawing a remuneration inaggregate not Less Than One Crore Two Lakh Rupees per annum : NIL

ii. Employed for a part of the Financial Year 2019-20 and drawing a remuneration inaggregate not Less Than Eight Lakh Fifty Thousand Rupees per month : NIL

iii. Employed throughout the Financial Year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the Managing Director or Whole TimeDirector or Manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company : NIL

22. 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.

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.

(http://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.(http://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.

(http://www.nagadhunserigroup.com/downloads/CSR-Policy-2019.pdf)

Policy on dealing with Related Party Transactions is available on the website of theCompany. (http://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.

(http://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.

(http://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.(http://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.

(http://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.

(http://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.

(http://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.

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

Details of the Familiarization Programmeof the Independent Directors are available onthe website of the Company.(http://www.nagadhunserigroup.com/downloads/programme-independent-directors.pdf) 23.

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.

24. Material Changes and Commitments if any affecting the Financial Position ofthe Company

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.

25. 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.

26. 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 a NBFC Company not dealing with any manufacturingactivities.

27. Foreign Exchange Earnings and outgo

During the year under review there were no foreign exchange earnings and outgo.

28. 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 2019-20 on 6th January 2020. Nocomplaints have been received by the Company during the Financial Year 2019-20.

29. 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.

30. 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.

31. Fraud

There were no cases of any fraud reported during the Financial Year under review.

32. Green Initiatives

As part of our green initiative the electronic copies of this Annual Report includingthe Notice of the 102nd 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 AGMs during the calendar year 2020. In this respect the physical copiesare not being provided to the shareholders. The copy of the same would be available on thewebsite: www.nagadhunserigroup.com. The initiatives were taken for asking the shareholdersto register 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.

33. 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.

For and on behalf of the Board of Directors
C. K. Dhanuka
Place : Kolkata Chairman
Date : 30th July 2020 (DIN : 00005684)

.