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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 101st Annual Report together with Audited FinancialStatements of the Company for the Financial Year ended 31st March 2019.

1. Financial Results ( in Lakhs)
Particulars Standalone For the year ended 31.03.2019 Standalone For the year ended 31.03.2018 Consolidated For the year ended 31.03.2019 Consolidated For the year ended 31.03.2018
Profit before Depreciation & Taxation 252.16 1539.12 252.16 1539.12
Less : Depreciation 32.00 18.05 32.00 18.05
Provision for Standard Assets written back (0.35) (0.35)
Provision for Taxation (Net) 14.21 308.41 14.21 308.41
Profit after Taxation 205.95 1213.01 205.95 1213.01
Add : Share of Profit / (Loss) of Associates 1726.92 1867.00
Net Profit for the Year 205.95 1213.01 1932.87 3080.01
Add : Balance brought forward 1009.61 569.29 8530.87 6223.55
Less : Dividend Paid during the Year 25.00 25.00 25.00 25.00
Less : Dividend Distribution Tax Paid during the Year 5.14 5.09 5.14 5.09
Amount available for appropriation 1185.42 1752.21 10433.60 9273.47
The Directors recommend this amount to be
Appropriated as under :
Transfer to NBFC Reserve Fund 41.19 242.60 41.19 242.60
Transfer to General Reserve 100.00 500.00 100.00 500.00
Balance carried Forward 1044.23 1009.61 10292.41 8530.87
1185.42 1752.21 10433.60 9273.47

2. Operations

The Income of the Company during the year under review mainly comprised of Profit onSale of Investments in Shares & Securities Dividend and Lease Rental Income. Duringthe year under review the Company's Standalone Net Profits is 205.95 Lakhs compared to1213.01 Lakhs during the previous year.

3. Dividend

The Directors are pleased to recommend a dividend @ of 2.50 per equity share (25%) of10/- each for the Financial Year ended 31st March 2019 subject to approval of theShareholders at the ensuing Annual General Meeting to be held on 29th August 2019. Thetotal outflow on account of dividend inclusive of taxes for 2018-19 is 30.14 Lakhs.

4. Transfer to Statutory Reserve Fund

A sum of 41.19 Lakhs was transferred to NBFC Reserve Fund for the Financial Year2018-19.

5. General Reserve

The Company proposes to transfer 100 lakhs to General Reserve out of the amountavailable for appropriation.

6. Subsidiary / Joint Venture / Associate Company

Pursuant to Section 2(6) of the Companies Act 2013 the Company has an AssociateCompany as on 31st March 2019 i.e. Dhunseri Investments Limited. The Company does nothave any Subsidiary or Joint Venture as on 31st March 2019.

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 Circular Resolution that the Company has neitherinvited nor accepted any Deposits from the Public during the Financial Year 2018-19. TheCompany does not intend to invite or accept any Public Deposits during the Financial Year2019-20. 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 2018-19. 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 applicableAccounting Standards have been followed and no material departures have been made from thesame; (b) That they have selected such Accounting Policies and applied them consistentlyand made 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 of the Company for that period; (c) That they have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof the Companies Act 2013 for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities; (d) That they have prepared the annualaccounts on a going concern basis; (e) That they have laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively; and (f) That they have devised proper systems toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.

9. Directors & Key Managerial Personnel

Mrs. Aruna Dhanuka (DIN : 00005677) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers herself for reappointment as a Director of the Company.The proposal for her re-appointment is included in the Notice of AGM which forms a part ofthis Annual Report.

Mr. I. K. Kejriwal (DIN : 00012320) Mr. G. R. Goenka (DIN : 00133700) and Mr. RajeevRungta (DIN : 00122221) Non-Executive Independent Directors of the Company are completingtheir term of 5 years on 30th September 2019 and are being re-appointed for a second termof 5 years w.e.f. 1st October 2019. The proposal for their re-appointment as IndependentDirectors for another term of 5 years is included in the Notice of AGM which forms a partof this Annual Report.

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 2019 was re-appointed as Chief Executive Officer of the Company for one yearw.e.f. 10th February 2019.

Ms. Chitra Thakwani was appointed as the Company Secretary & Compliance Officer ofthe Company w.e.f. 9th August 2018.

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 2018-19. The details have beenprovided in the Corporate Governance Report in terms of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 which isannexed to this Report.

11. Annual Performance Evaluation

The Independent Directors at a separate meeting held on 28th December 2018 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 8th February 2019 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 he / she meets the criteria ofIndependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

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 of the Board

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.

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/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.

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 and have been annexed to theReport.

17. Risk Management

The Company's main activity is Investment in Shares and Securities. The Managementconstantly monitors the capital market risks and systematically addresses them throughmitigating actions on a continuous basis. The Audit Committee has additional oversight inthe area of Financial Risks 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 26 to the Financial Statementswhich sets out related party disclosures.

20. 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 this report. TheAnnual Return is available on the website of the Company at:http://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- II of thisReport in the format prescribed in the Companies (Corporate Social Responsibility Policy)Rules 2014. The policy is also available on the Company's website :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 are givenbelow :

a. Ratio of Remuneration of each Director to the median remuneration of theemployees of the Company for the Financial Year 2018-2019.

Sl. No. Name of the Director Remuneration ( ) Median Remuneration ( in Lakhs ) Ratio
1. Mrs. Aruna Dhanuka 30500/- 3.35 Lakhs 0.09:1
2. Mr. C. K. Dhanuka 37500/- 3.35 Lakhs 0.11:1
3. Mr. Mrigank Dhanuka 2737000/- 3.35 Lakhs 8:1
4. Mr. Rajeev Rungta 41000/- 3.35 Lakhs 0.13:1
5. Mr. I. K. Kejriwal 40500/- 3.35 Lakhs 0.12:1
6. Mr. G. R. Goenka 42000/- 3.35 Lakhs 0.13:1

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 - Managing Director 12.50%
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 No Change
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 2018-19.

c. The percentage increase in the median remuneration of the employees in theFinancial Year : 0.60%

d. The number of permanent employees on the rolls of Company as on 31st March 2019: 9 (Nine)

e. Average percentile increase made in the salaries of employees other than theManagerial Personnel in the Financial Year 2018-19 was NIL and in the case of ManagerialRemuneration the increase was 12.50%. The remuneration payable to Managing Director is asper the agreement entered into with the Company.

Increase in the managerial remuneration for the year : 12.50%

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) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 for the Financial Year ended 31st March 2019 :

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

Sl. Name of Employee No. Age Qualification Designation Date of Joining Experi- ence (in years) Remunera- tion (in ) Last Employment
1. Mr. Mrigank Dhanuka 38 Graduate Managing Director 08.02.2018 18 2737000 Dhunseri Tea & Petrochem Pte Ltd.
2. Mr. Ayush Beriwala 37 Graduate CA CFO 03.11.2016 12 1209013 Dhunseri Investments Ltd.
3. Mr. Hari Prasad Bhuwania 80 Graduate CEO 10.02.2019 52 600000 First Employment
4. Mr. Swapan Kumar Das 64 Graduate Accounts Executive 01.11.1979 39 427446 Merlin Holidays Ltd.
5. Mr. Sumanjit Das 49 Graduate Accounts Executive 18.04.1994 25 395144 Eastern Data Product Pvt. Ltd.
6. Mr. Deepak Verma 30 Graduate Accounts Executive 27.07.2015 7 352269 Deepa Agarwal & Co.
7. Mr. K. Venugopal Nair 58 Graduate Accounts Executive 01.04.2007 33 317932 Mayfair India Ltd.
8. Ms. Chitra Thakwani* 27 Graduate CS Company Secretary 09.08.2018 2 175068 Mint Investments Ltd.
9. Mr. Maheshwar Mukhi 44 Graduate Office Assistant 01.10.2014 5 174784 First Employment
10. Mr. Vinod Singh 30 Graduate Office Assistant 01.10.2014 5 170936 First Employment

* Employed for part of the year.

NOTES :

1. Nature of employment is permanent other than Mr. Mrigank Dhanuka Managing Directorand Mr. H. P. Bhuwania Chief Executive Officer whose nature of employment iscontractual.

2. Mr. Mrigank Dhanuka holds 1286 shares i.e. (0.13%) in the Company. No otheremployees holds equity shares of the company.

3. 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. ii. Employedthroughout the Financial Year 2018-19 and drawing a remuneration in aggregate not LessThan One Crore Two Lakh Rupees per annum : NIL iii. Employed for a part of theFinancial Year 2018-19 and drawing a remuneration in aggregate not Less Than Eight LakhFifty Thousand Rupees per month : NIL iv. Employed throughout the Financial Year orpart thereof was in receipt of remuneration in that year which in the aggregate or asthe case may be at a rate which in the aggregate is in excess of that drawn by theManaging Director or Whole Time Director or Manager and holds by himself or along with hisspouse and dependent children not less than two percent of the equity shares of thecompany : NIL

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.

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 Programme of the Independent Directors are available onthe website of the Company.(http://www.nagadhunserigroup.com/downloads/programme-independent-directors.pdf) 24. Stateof Company's Affairs

The Company's principle business is Investment in Shares and Securities. The Managementregularly monitors the changing market conditions and trends. Further any slowdown of theeconomic growth or volatility in global financial market could adversely affect theCompany's business.

25. 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.

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 a 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 alongwith itsrelevant Rules.

The Committee met once during the Financial Year 2018-19 on 4th January 2019. Nocomplaints have been received by the Company during the Financial Year 2018-19.

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. ManagementDiscussion 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 was no case of any fraud reported during the Financial Year under review. 33. GreenInitiatives

As part of our green initiative the electronic copies of this Annual Report includingthe Notice of the 101st AGM are sent to all Members whose email addresses are registeredwith the Company / Depository Participant(s). For members who have not registered theiremail addresses physical copies of this Annual Report including the Notice of the 101stAGM will be sent by permitted mode.

The Company is providing e-voting facility to all its Members to enable them to casttheir votes electronically on all resolutions set forth in the Notice. This is pursuant toSection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Rules 2014. The instructions for e-voting are provided in Note 10 annexedto the Notice.

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 thanks the employees of the Company for their valuableservices and support during the year. The Board of Directors also gratefully acknowledgewith thanks the cooperation and support received from the Shareholders of the Company.

For and on behalf of the Board of Directors
C. K. DHANUKA
Place : Kolkata Chairman
Date : 29th May 2019 (DIN : 00005684)

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