Click it and Unblock the Notifications
Directors Report of Dhunseri Tea & Industries Ltd.
Mar 31, 2025
We have pleasure in presenting the 28ttl Annual Report together with the Financial Statements of the Company for the year ended
31st March, 2025.
1. Financial Statements:
|
Particulars |
Standalone Accounting year ended |
Consolidated |
||
|
31.03.2025 |
31.03.2024 |
31.03.2025 |
31.03.2024 |
|
|
Revenue from Operations |
32,702.53 |
29,701.79 |
45,637.84 |
39,542.15 |
|
Other Income |
440.28 |
963.56 |
581.49 |
1,032.13 |
|
Total income |
33,142.81 |
30,665.35 |
46,219.33 |
40,574.28 |
|
Total expenses |
35,768.46 |
38,370.30 |
51,887.07 |
58,288.34 |
|
Profit / (Loss) before exceptional items and tax |
(2,625.65) |
(7,704.95) |
(5,667.74) |
(17,714.06) |
|
Exceptional items |
2,728.82 |
1,101.93 |
2,728.82 |
1,101.93 |
|
Profit / (Loss) before tax |
103.17 |
(6,603.02) |
(2,938.92) (16,612.13) |
|
|
Tax expense |
(129.31) |
(529.79) |
(934.28) |
(2,502.26) |
|
Profit / (Loss) for the year |
232.48 |
(6,073.23) |
(2,004.64) (14,109.87) |
|
|
Other comprehensive income / (loss) for the year (net of tax) |
4.34 |
1,057.66 |
(30.73) |
(3,084.53) |
|
Total comprehensive income / (loss) for the year |
236.82 |
(5,015.57) |
(2,035.37) (17,194.40) |
|
|
Earnings per share (of Rs 10/- each) Basic and Diluted (Rs) |
2.21 |
(57.80) |
(19.08) |
(134.29) |
2. Dividend:
The Board has recommended a dividend of Re. 1.00 per
equity share of Rs. 10/- each i.e. 10% for the financial year
ended 31st March, 2025 subject to approval of the members
at the ensuing 28th Annual General Meeting (âAGMâ). The
dividend on equity shares, if approved by the members would
involve a cash outflow of about Rs. 105.07 lakhs subject
to deduction of tax at source as per the provisions of the
Income Tax Act.
3. Transfer to reserves:
During 2024-25 no amount was transferred to General
Reserves.
4. Operations:
In respect of the Indian operations the total tea manufacturing
during 2024-25 was 11.73 mn kg in comparison to
13.09 mn kg in the previous year. The total sales were
12.41 mn kg in comparison to 13.72 mn kg in the previous
year. The average realization per kg of Tea was higher in
comparison to the previous year.
In respect of the off shore operations the total tea
manufacturing during the year was 9.16 mn kg in comparison
to 7.35 mn kg in the previous year. The total sales were
7.80 mn kg in comparison to 7.01 mn kg in the previous year.
The average realization per kg of Tea was lower in comparison
to the previous year.
The production of macadamia was 0.25 mn kg in comparison
to 0.32 Mn kg in the previous year and sales were 0.32 mn kg
in comparison to 0.25 mn kg in the previous year. The average
realization per kg of macadamia was lower in comparison to
the previous year.
5. Naga Dhunseri Group Limited (NDGL) was earlier
holding 9,23,626 shares (8.79%) in your Company. On
March 10, 2025 it had further acquired 48,09,595 shares
(45.77%) of your company from Dhunseri Investments
Limited. NDGL present holding is 57,33,221 shares (54.56%)
Thus, your Company is now a Subsidiary of NDGL.
6. Subsidiary Companies:
The Company''s wholly owned subsidiaries outside India as on
March 31, 2025 are as under:
i) Dhunseri Petrochem & Tea Pte Ltd (DPTPL)
ii) Makandi Tea & Coffee Estates Ltd (MTCEL)
iii) Kawalazi Estate Company Ltd (KECL)
iv) A.M. Henderson & Sons Ltd. (AMHSL)
v) Chiwale Estate Management Services Ltd (CEMSL)
vi) Dhunseri Mauritius Pte Ltd (DMPL)
vii) Ntimabi Estate Ltd (NEL)
The entire share capital of the aforesaid subsidiaries i.e.,
AMHSL, CEMSL & NEL is held by MTCEL and that of MTCEL,
KECL and DMPL is held by DPTPL and the entire share
capital of DPTPL (Wholly Owned Subsidiary) is held by your
Company.
There are no material changes in the nature of the business of
the subsidiaries.
There are no Associate Companies within the meaning of
Section 2(6) of the Companies Act, 2013 (âActâ).
Pursuant to provisions of Section 129(3) of the Act, a
Statement in Form AOC-1 containing the salient features
of the Company''s subsidiaries is attached to the financial
statements of the Company.
The financial statements, the consolidated financial statements
and the audited accounts of the subsidiaries, are available on
the Company''s website www.dhunseritea.com
7. Tea Estates:
The Company presently owns Eleven (11) Tea Estates along
with their respective Tea Estate Factories all located in the
State of Assam.
In continuation of the program of rationalization of operations
and improving profitability, Dilli Tea Estate was disposed off
during 2024-25.
As the Tea Packaging Operations has been discontinued, the
Jaipur Tea Packaging Factory was closed during the year.
8. Listing:
The equity shares of the Company are listed on BSE Limited
and National Stock Exchange of India Limited.
9. Directorsâ Responsibility Statement:
Pursuant to Section 134(5) of the Act the Board of Directors
confirm:
(i) that in the preparation of the annual accounts, the
applicable accounting standards have been followed and
no material departures have been made from the same;
(ii) that they have selected such accounting policies and
applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company
at the end of the financial year and of the profit and loss
of the Company for that period;
(iii) that they have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) that they have prepared the annual accounts on a ''going
concern'' basis;
(v) that they have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and are operating effectively;
(vi) that they have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.
Based on the work performed by the internal auditor,
statutory auditor and secretarial auditor and the reviews
thereof undertaken from time to time by the management
and the audit committee including the remedial actions, if any,
initiated by the Company during the year under review, the
board opines that the Company''s internal financial controls are
adequate and effective.
10. Directors & Key Managerial Personnel:
The appointment of Mrs Aaradhana Jhunjhunwala
(DIN: 00550481) as an Independent Director of the Company
for a second term of five (5) consecutive years w.e.f. November
14, 2024 was approved by the shareholders at the 27ttl AGM
held on August 21, 2024.
The appointment of Mr. Siddhartha Rampuria (DIN: 00755458)
as an Independent Director of the Company for a term of five
(5) consecutive years w.e.f. May 27, 2024 was approved by
the shareholders at the 27th AGM held on August 21, 2024.
The Board at its meeting held on April 21, 2025, changed the
designation of Ms. Bharati Dhanuka (DIN: 02397650), from
Vice Chairman (Non-Executive Director) to Whole Time Director
(designated as "Executive Vice Chairmanâ) for a period of
2 (two) years with effect from April 1, 2025 till March 31,
2027. The Board at its meeting held on May 22, 2025, further
re-designated her from Whole Time Director (designated as
"Executive Vice Chairmanâ) to Managing Director (designated
as "Vice Chairmanâ) with effect from May 22, 2025 till March
31, 2027, subject to shareholders approval, liable to retire by
rotation.
Mr. Mayank Beriwala (DIN: 06684029) was appointed as an
Additional Director at the Board Meeting held on February 12,
2025 (in the category of Executive Director) of the Company
and subsequently his appointment as Whole Time Director
designated as Executive Director for a period of two years
w.e.f. February 12, 2025 was approved by the Members
through Postal Ballot on April 10, 2025.
Mr. Mrigank Dhanuka resigned from the Directorship of the
Company on February 12, 2025 and consequently ceased to
be Non-Executive Vice Chairman of the Company. He has since
been appointed as an Advisor to the Board.
Mr. Bharat Bajoria (DIN: 00109241), on completion of his
second term as an Independent Director of the Company
ceased to be a Director of the Company w.e.f. the close of
the business hour on September 7, 2024.
The provisions of sub-section (6) and (7) of Section 152 of
the Act in respect of retirement of directors by rotation is not
applicable to independent directors [Section 149 (13)].
The declaration pursuant to the provisions of Section 149 of
the Act have been received from all the Independent Directors
confirming that they meet the criteria of independence pursuant
to Section 149(6) of the Act and Rules framed thereunder.
In the opinion of the Board, there has been no changes in the
circumstances likely to affect the status of the independent
directors of the Company and the Board is satisfied of their
integrity, expertise, and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules
thereunder). The Independent Directors also hold valid
registration with the Data bank maintained by the Indian
Institute of Corporate Affairs pursuant to Section 150 of
the Act read with Rule 6(1) of Companies (Appointment and
Qualification of Directors) Rules, 2014.
Mr. Rajiv Kumar Sharma (DIN: 05197101), Non-Executive
Non-Independent Director retires by rotation at the ensuing
28th AGM and being eligible offers himself for re-appointment.
Mr. Prakash Chandra Dhandhania ceased to be Chief Executive
Officer of the Company w.e.f the close of the business hour
on March 31, 2025 and in his place Mr. Pravir Murari was
appointed as Chief Executive Officer of the Company w.e.f.,
April 1, 2025.
11. Number of Meetings of the Board:
The Board met five times during the financial year 2024-25.
The details have been provided in the Corporate Governance
Report in terms of SEBI (LODR) Regulations which is annexed
to this Report.
12. Board evaluation:
The Annual Performance Evaluation of the Board as a whole,
the Committees and of the Individual Directors was undertaken
during the year on the basis of the criteria with regard to their
composition, structure, functioning, effectiveness of the Board
Meetings, the contribution and preparedness of the directors
to their respective committees of which they are Members and
to the Board.
The Annual Performance Evaluation in respect of the Directors
(Non- Executive/ Non-Independent), the Chairman of the Board
and various other Committees including the Board as a whole
was also undertaken during the year.
13. Policy on directorsâ appointment and remuneration and
other details:
The Company''s policy on directors'' appointment and
remuneration and other matters provided in Section 178(3)
of the Act are disclosed in the Corporate Governance Report.
14. Corporate Governance Report:
The Corporate Governance Report along with the auditors''
certificate forms part of this report.
15. Management Discussion & Analysis Report:
The Management Discussion & Analysis Report is set out in
Annexure I of this Report.
16. Internal financial control systems and their adequacy:
The details regarding internal financial control and their
adequacy is included in the Management Discussion & Analysis
Report (Annexure I) forms part of this report.
17. Audit Committee:
The composition of Company''s Audit Committee is included in
the Corporate Governance Report.
18. Auditors:
Statutory Auditors:
Pursuant to the provisions of Section 139 of the Act and the
rules framed thereunder, M/s. S.R.Batliboi & Co. LLP, Chartered
Accountants, (Firm Registration No. 301003E/E300005)
were appointed as Statutory Auditors of the Company at the
27ttl aGM held on August 21, 2024 for second term of five
years to hold office from the conclusion of 27th AGM till the
conclusion of 32nd AGM to be held in year 2029.
The Statutory Auditor''s report for FY 2024-25 forms part of
this Annual Report.
The said report does not contain any qualification, reservation,
adverse remark or disclaimer. During the year under review,
the Auditors did not have any matter to report under Section
143(12) of the Act and hence no details thereof is required to
be disclosed under Section 134(3)(ca) of the Act.
Cost Auditors:
Pursuant to Section 148 of the Act read with the Companies
(Cost Records and Audit) Amendment Rules, 2014, the Board
of Directors of the Company appointed M/s. Mani & Co, Cost
Accountants, (Firm Registration No. 000004) as the Cost
Auditors of the Company for the year 2025-26; to conduct the
cost audit for the financial year ending 31st March, 2026 at a
remuneration as mentioned in the Explanatory Statement and
Notice of the 28th AGM of the Company.
The Company also maintains cost records pursuant to Section
148(1) of the Act.
Secretarial Auditors:
The Board at its meeting held on May 22, 2025, appointed
M/s. M.Shahnawaz & Associates, (Firm Registration No.
S2015WB331500), Practicing Company Secretaries, as the
Secretarial Auditor for a period of five (5) years (FY 2025-26
to 2029-2030) to hold office from the conclusion of 28ttl AGM
till the conclusion of 33rd AGM to be held in the year 2030,
subject to shareholders approval at the ensuing 28th AGM.
The Secretarial Auditor''s Report in Form MR-3 for
2024-25 forms part of this Report. The said report does not
contain any qualifications, reservations, adverse remark or
disclaimer.
19. Risk management:
Although Risk Management Committee is not mandatory for
the Company, the management constantly monitors all risks
and functions and systematically addresses them through
mitigating actions on a continuous basis. In addition, the Audit
Committee has oversight in the areas of financial risks and
controls.
The development and implementation of risk management
policy is covered in the Management Discussion and Analysis
Report, which forms part of this Report.
20. Particulars of loans, guarantees and investments:
The particulars of loans, guarantees and investments are
disclosed in the financial statements.
21. Transactions with Related Parties:
All contracts / arrangements / transactions entered into by
the Company during the financial year with related parties
were in the ordinary course of business and on an arm''s
length basis. The Company did not enter into any contract
/ arrangement / transaction with related parties during
the year under review which are considered material in
accordance with the Company''s policy on materiality of
related party transactions.
Your Directors draw the attention of the members to Note No. 41 to the financial statement which sets out related party disclosures.
22. Corporate Social Responsibility:
A brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company
during 2024-25 are set out in Annexure II forms part of this report. The CSR policy is available on the Company''s website :
www.dhunseritea.com.
No CSR contribution was necessary for 2024-25.
23. Annual Return:
The Annual Return(s) of the Company are available in the Company''s website (https://dhunseritea.com/investor/gm/annual-return/)
24. Particulars of employees:
Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the relevant information is given below:
a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for
the financial year:
|
Directors |
Remuneration for the |
Ratio to median |
|
|
Non-Executive Directors |
|||
|
1. |
Mr. M.Dhanuka (till 12.02.2025) |
40,000 |
k |
|
2. |
Mrs. B.Dhanuka |
2,71,070 |
2.53:1 |
|
3. |
Mr. R.K.Sharma |
50,000 |
0.47:1 |
|
4. |
Mr. B. Bajoria (till 07.09.2024) |
20,000 |
k |
|
5. |
Mr. V.Goenka |
85,000 |
0.79:1 |
|
6. |
Prof. A.K.Dutta |
75,000 |
0.70:1 |
|
7. |
Mrs. A.Jhunjhunwala |
70,000 |
0.65:1 |
|
8. |
Mr. S.Rampuria |
70,000 |
* |
|
Executive Director |
|||
|
1. |
Mr. C.K.Dhanuka |
37,49,511 |
34.96:1 |
|
2. |
Mr. M.Beriwala (w.e.f. 12.02.2025) |
7,75,048 |
* |
* This information is for part of the year, hence not comparable.
The median remuneration of employees for financial year 2024-25 is Rs. 1.07 lacs.
b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer,
Company Secretary for the financial year:
|
Sl |
Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary |
% increase in remuneration in |
|
1. |
Mr. C. K. Dhanuka, Managing Director |
7.69% |
|
2. |
Mr. Mrigank Dhanuka, Vice Chairman (till 12.02.2025) |
* |
|
3. |
Mrs. Bharati Dhanuka, Executive Vice Chairman |
* |
|
4. |
Mr. Mayank Beriwala, Executive Director (from 12.02.2025) |
* |
|
5. |
Mr. Bharat Bajoria, Director (till 07.09.2024) |
* |
|
6. |
Mr. Rajiv Kumar Sharma, Director |
No Change |
|
7. |
Mr. Vivek Goenka, Director |
No Change |
|
8. |
Prof. Ashoke Kumar Dutta, Director |
No Change |
|
9. |
Mrs. Aaradhana Jhunjhunwala, Director |
No Change |
|
10. |
Mr. Siddhartha Rampuria, Director |
No Change |
|
11. |
Mr. P.C.Dhandhania, Chief Executive Officer |
No Change |
|
12. |
Mr, Pankaj Prabhat, Chief Financial Officer |
No Change |
|
13. |
Mr. R.Mahadevan, Company Secretary |
No Change |
* This information is for part of the year, hence not comparable.
c. The percentage increase in the median remuneration of employees during 2024-25 is 3.62%.
d. The number of permanent employees as on 31.03.2025 on the rolls of Company is 12412.
e. Average percentile decrease in the salaries of
employees other than the managerial personnel
during 2024-25 was 1.46% and in the case of
managerial remuneration the increase was 16.97%.
The remuneration payable to Executive Director has
variable component which is dependent on the profit
of the Company whereas the remuneration of other
employees has fixed pay and depends on their individual
performance.
f. The Company affirms remuneration is as per the
remuneration policy of the Company.
g. The statement containing particulars of employees
pursuant to Section 197(12) of the Act read with Rule
5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is provided in a
separate annexure forming part of this report. Further, the
report and the accounts are being sent to the Members
excluding the said report. In terms of Section 136 of the
Act, the said report is open for inspection and any member
interested in obtaining a copy of the same may write to the
Company at mail@dhunseritea.com.
25. Disclosure requirements:
i) The code of conduct for the Board of Directors and the
senior management of the Company is available on the
Company''s website (https://dhunseritea.com/investor/
ccp/code-of-conduct/)
ii) Details of the familiarization programme of the independent
directors is available on the Company''s website (https://
dhunseritea.com/wp-content/uploads/2025/04/
Familiariation-Program-for-Independent-Directors.pdf).
iii) Policy for determining material subsidiaries of the
Company is available on the Company''s website (https://
dhunseritea.com/wp-content/uploads/2025/02/Policy-
for-determining-Material-Subsidiary.pdf).
iv) Policy on dealing with related party transactions is
available on the Company''s website (https://dhunseritea.
com/wp-content/uploads/2025/02/Related-partv-
transaction-policv.pdf ).
v) The Company has a Whistle Blower Policy to provide
Vigil Mechanism for employees including directors of the
Company to report genuine concerns. The provisions
of this policy are in line with the provisions of Section
177(9) of the Act and SEBI (LODR) Regulations and the
said policy is available on the Company''s website (https://
dhunseritea.com/wp-content/uploads/2015/03/vigil-
mechanism.pdf).
26. Deposits from public:
The Company has not accepted any deposits from the public
and as such, no amount on account of principal or interest on
deposits from the public was outstanding as on the date of the
balance sheet.
27. State of Companyâs affairs:
The present state of the Company''s affairs is progressive viz-
a-viz the industry and steps are being initiated to tide over the
present difficult phase of the Company which is expected to
overcome in near future. There is no change in the nature of
business of the Company and no significant or material orders
were passed by any regulator or court or tribunal impacting
the going concern status of the Company''s future operations.
28. Reporting of frauds by Auditors:
During the year under review, neither the Statutory Auditors nor
the Secretarial Auditor had to report to the Audit committee,
u/s 143(12) of the Act any instance of fraud committed
against the Company by its officers or employees.
29. Secretarial Standards:
The Company complies with all applicable secretarial
standards.
30. Material changes and commitments, if any, affecting
the financial position of the Company:
No material changes and/or commitments of the Company
have occurred between the end of the financial year and the
date of this report.
31. The particulars in respect of conservation of energy, technology
absorption and foreign exchange earnings and outgo is set out
in Annexure III forms part of this report.
32. Neither any application was made nor any proceedings were
initiated against the Company and / or is pending against it
during 2024-25 under Insolvency & Bankruptcy Code, 2016.
33. No valuation with regard to One Time Settlement with Banks
/ Financial Institutions was required to be carried out during
2024-25.
34. Disclosure under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013:
The Company set up the Internal Complaints Committee (ICC)
pursuant to The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and duly
complied with the provisions relating thereto. There were
neither any outstanding complaints in the beginning / end of
the year nor any complaints were received and /or disposed
off during 2024-25. The Committee met once during the
year.
35. Green Initiatives:
As part of our green initiative, the soft copies of this Annual
Report including the Notice of the 28th AGM is being sent to all
the members whose email addresses are registered with the
Company / Depository Participant(s) in accordance with MCA
and SEBI circulars.
The Company is providing e-voting facility to all its members
to cast their votes electronically on all resolutions set forth in
the Notice of the 28ttl AGM dated May 22, 2025. The instructions for e-voting are mentioned in the notes annexed to the Notice of
the 28th AGM.
36. Acknowledgement:
Your Directors sincerely thanks the shareholders for their continued cooperation and support; the Banks/ Institutions and various
other Authorities for their continued assistance and cooperation and the shareholders / employees of the Company for their unending
support during 2024-25.
For and on behalf of the Board of Directors of
Dhunseri Tea & Industries Limited
Kolkata, C.K.DHANUKA
May 22, 2025 Chairman
Mar 31, 2024
We have pleasure in presenting the 27th Annual Report together with the Financial Statements of the Company for the year ended 31st March, 2024.
|
(Rs. In Lakhs) |
||||
|
Particulars |
Standalone Accounting year ended |
Consolidated Accounting year ended |
||
|
31.03.2024 |
31.03.2023 |
31.03.2024 |
31.03.2023 |
|
|
Revenue from Operations |
29,701.79 |
21,662.19 |
39,542.15 |
33,747.01 |
|
Other Income |
963.56 |
972.47 |
1,032.13 |
1,059.03 |
|
Total income |
30,665.35 |
22,634.66 |
40,574.28 |
34,806.04 |
|
Total expenses |
38,370.30 |
23,780.77 |
58,288.34 |
37,540.74 |
|
Profit / (Loss) before exceptional items and tax |
(7,704.95) |
(1,146.11) |
(17,714.06) |
(2,734.70) |
|
Exceptional items |
1,101.93 |
(251.54) |
1,101.93 |
(251.54) |
|
Profit / (Loss) before tax |
(6,603.02) |
(1,397.65) |
(16,612.13) |
(2,986.24) |
|
Tax expense |
(529.79) |
(209.34) |
(2,502.26) |
(607.68) |
|
Profit / (Loss) for the year |
(6,073.23) |
(1,188.31) |
(14,109.87) |
(2,378.56) |
|
Other comprehensive income / (loss) for the year (net of tax) |
1,057.66 |
(42.77) |
(3,084.53) |
(2,353.88) |
|
Total comprehensive income / (loss) for the year |
(5,015.57) |
(1,231.08) |
(17,194.40) |
(4,732.44) |
|
Earnings per share (of Rs 10/- each) Basic and Diluted (Rs) |
(57.80) |
(11.31) |
(134.29) |
(22.64) |
No dividend is recommended by the Board for the year 2023-24.
During 2023-24 no amount was transferred to General Reserves.
In respect of the Indian operations the total tea manufacturing during 2023-24 was 13.09 mn kg in comparison to 9.58 mn kg in the previous year. The total sales were 13.72 mn kg in comparison to 8.99 mn kg in the previous year. The average realization per kg of Tea was lower in comparison to the previous year.
In respect of the off shore operations the total tea manufacturing during the year was 7.35 mn kg in comparison to 7.45 mn kg in the previous year. The total sales were 7.01 mn kg in comparison to 7.63 mn kg in the previous year. The average realization per kg of Tea was higher in comparison to the previous year.
The production of macadamia was 0.32 mn kg in comparison to 0.38 Mn kg in the previous year and sales were 0.25 mn kg in comparison to 0.34 mn kg in the previous year. The average realization per kg of macadamia was lower in comparison to the previous year.
The Company''s wholly owned subsidiaries outside India as on March 31, 2024 are as under:
i) Dhunseri Petrochem & Tea Pte Ltd (DPTPL)
ii) Makandi Tea & Coffee Estates Ltd (MTCEL)
iii) Kawalazi Estate Company Ltd (KECL)
iv) A.M. Henderson & Sons Ltd. (AMHSL)
v) Chiwale Estate Management Services Ltd (CEMSL)
vi) Dhunseri Mauritius Pte Ltd (DMPL)
vii) Ntimabi Estate Ltd (NEL)
The entire share capital of the aforesaid subsidiaries i.e., AMHSL, CEMSL & NEL is held by MTCEL and that of MTCEL, KECL and DMPL is held by DPTPL and the entire share capital of DPTPL (Wholly Owned Subsidiary) is held by the Company.
There are no material changes in the nature of the business of the subsidiaries.
There are no Associate Companies within the meaning of Section 2(6) of the Companies Act, 2013 (âActâ).
Pursuant to provisions of Section 129(3) of the Act, a Statement in Form AOC-1 containing the salient features of the Company''s subsidiaries is attached to the financial statements of the Company.
The financial statements, the consolidated financial statements and the audited accounts of the subsidiaries, are available on the Company''s website www.dhunseritea.com
6. Tea Estates:
The Company presently owns Twelve (12) Tea Estates along with their respective Tea Estate Factories all located in the State of Assam.
In continuation of the program of rationalization of operations and improving profitability, Hatibari Tea Factory (formerly known as Bahadur Tea Estate Factory) and Shivani Tea Factory (formerly known as Santi Tea Estate Factory), were disposed off during 2023-24. The respective Tea Estates were disposed-off earlier.
7. Listing:
The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited.
8. Directorsâ Responsibility Statement:
Pursuant to Section 134(5) of the Act the Board of Directors confirm:
(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;
(ii) that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) that they have prepared the annual accounts on a ''going concern'' basis;
(v) that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;
(vi) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Based on the work performed by the internal auditor, statutory auditor and secretarial auditor and the reviews thereof undertaken from time to time by the management and the audit committee including the remedial actions, if any, initiated by the Company during the year under review, the board opines that the Company''s internal financial controls are adequate and effective.
9. Directors & Key Managerial Personnel:
Mr. Chandra Kumar Dhanuka was reappointed as Managing Director of the Company on revised terms for a period of five (5) years w.e.f. January 1, 2024 and approved by the shareholders at the 26th Annual General Meeting (AGM) of the Company held on September 19, 2023.
Prof. Ashoke Kumar Dutta''s (DIN: 00045170) appointment as an Independent Director of the Company for a second term of five (5) consecutive years w.e.f. May 21, 2023 was approved by the shareholders through Postal Ballot.
At the Board Meeting held on May 27, 2024, Mrs Aaradhana Jhunjhunwala (DIN: 00550481) was proposed to be appointed as an Independent Director for a second term of five consecutive years w.e.f. 14th November, 2024, subject to shareholders approval at the ensuing 27th AGM, not liable to retire by rotation.
At the Board Meeting held on May 27, 2024, Mr. Siddhartha Rampuria (DIN: 00550481) was appointed as an Additional Director (in the category of Non-Executive Independent Director) of the Company w.e.f. May 27, 2024, who shall hold office up to the date of 27th AGM and is eligible for re-election.
It is proposed to consider the appointment of Mr. Siddhartha Rampuria as an Independent Director of the Company for a period of five (5) consecutive years subject to shareholders approval at the ensuing 27ttl AGM, not liable to retire by rotation.
The provisions of sub-section (6) and (7) of Section 152 of the Act in respect of retirement of directors by rotation is not applicable to independent directors [Section 149 (13)].
The declaration pursuant to the provisions of Section 149 of the Act have been received from all the Independent Directors confirming that they meet the criteria of independence pursuant to Section 149(6) of the Act and Rules framed thereunder.
In the opinion of the Board, there has been no changes in the circumstances likely to affect the status of the independent directors of the Company and the Board is satisfied of their integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder). The Independent Directors also hold valid registration with the Data bank maintained by the Indian Institute of Corporate Affairs pursuant to Section 150 of the Act read with Rule 6(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.
Mrs. Bharati Dhanuka (DIN: 02397650), Non-Executive NonIndependent Director retires by rotation at the ensuing 27th AGM and being eligible offers herself for re-appointment.
Mr. Pankaj Prabhat (ACA 062597) was appointed as the Chief Financial Officer w.e.f. May 29, 2023.
10. Number of Meetings of the Board:
The Board met five times during the financial year 2023-24. The details have been provided in the Corporate Governance Report in terms of SEBI (LODR) Regulations which is annexed to this Report.
The Annual Performance Evaluation of the Board as a whole, the Committees and of the Individual Directors was undertaken during the year on the basis of the criteria with regard to their composition, structure, functioning, effectiveness of the Board Meetings, the contribution and preparedness of the directors to their respective committees of which they are Members and to the Board.
The Annual Performance Evaluation in respect of the Directors (Non- Executive/ Non-Independent), the Chairman of the Board and various other Committees including the Board as a whole was also undertaken during the year.
12. Policy on directorsâ appointment and remuneration and other details:
The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act are disclosed in the Corporate Governance Report.
13. Corporate Governance Report:
The Corporate Governance Report along with the auditors'' certificate forms part of this report.
14. Management Discussion & Analysis Report:
The Management Discussion & Analysis Report is set out in Annexure I of this Report.
15. Internal financial control systems and their adequacy:
The details regarding internal financial control and their adequacy is included in the Management Discussion & Analysis Report (Annexure I) forms part of this Report.
The composition of Company''s Audit Committee is included in the Corporate Governance Report.
Statutory Auditors:
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. S.R.Batliboi & Co. LLP, Chartered Accountants, (Firm Registration No. 301003E/ E300005) were appointed as Statutory Auditors of the Company for a period of five years to hold office from the conclusion of 22nd AGM till the conclusion of 27th AGM i.e. 21st August, 2024.
M/s. S.R.Batliboi & Co. LLP have consented to their appointment as Statutory Auditor of the Company for a second term of five consecutive years commencing from the conclusion of the ensuing 27th AGM till the conclusion of the 32nd AGM to be held in year 2029 as recommended / approved respectively by the Audit Committee/ Board and subject to shareholders approval.
The Statutory Auditor''s report for FY 2023-24 forms part of this Annual Report.
The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review,
the Auditors did not have any matter to report under Section 143 (12) of the Act and hence no details thereof is required to be disclosed under Section 134(3)(ca) of the Act.
Cost Auditors:
Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors of the Company appointed M/s. Mani & Co, Cost Accountants, (Firm Registration No. 000004) as the Cost Auditors of the Company for the year 2024-25; to conduct the cost audit for the financial year ending 31st March, 2025 at a remuneration as mentioned in the Explanatory Statement and Notice of the 27th AGM of the Company.
The Company also maintains cost records pursuant to Section 148(1) of the Act.
Secretarial Auditors:
The Board had appointed M/s. M. Shahnawaz & Associates, (Firm Registration No. S2015WB331500) Practicing Company Secretaries, as the Secretarial Auditor for 2024-25. The Secretarial Auditor''s Report in Form MR-3 for 2023-24 forms part of this Report. The said report does not contain any qualifications, reservations, adverse remark or disclaimer.
18. Risk management:
Although Risk Management Committee is not mandatory for the Company, the management constantly monitors all risks and functions and systematically addresses them through mitigating actions on a continuous basis. In addition, the Audit Committee has oversight in the areas of financial risks and controls.
The development and implementation of risk management policy is covered in the Management Discussion and Analysis Report, which forms part of this Report.
19. Particulars of loans, guarantees and investments:
The particulars of loans, guarantees and investments are disclosed in the financial statements.
20. Transactions with Related Parties:
All contracts / arrangements / transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. The Company did not enter into any contract / arrangement / transaction with related parties during the year under review which are considered material in accordance with the Company''s policy on materiality of related party transactions.
Your Directors draw the attention of the members to Note No. 41 to the financial statement which sets out related party disclosures.
21. Corporate Social Responsibility:
A brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company during 2023-24 are set out in Annexure II forms part of this report. The CSR policy is available on the Company''s website : www.dhunseritea.com.
The Annual Return(s) of the Company are available in the Company''s website (https://dhunseritea.com/investor/gm/annual-return/)
Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the relevant information is given below:
|
a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year: |
|||
|
Directors |
Remuneration for the Year ended 31.03.2024 (Rs.) |
Ratio to median remuneration |
|
|
Non-Executive Directors |
|||
|
1. |
Mr. M.Dhanuka |
20,000 |
0.19:1 |
|
2. |
Mrs. B.Dhanuka |
20,000 |
0.19:1 |
|
3. |
Mr. R.K.Sharma |
50,000 |
0.48:1 |
|
4. |
Mr. B. Bajoria |
80,000 |
0.77:1 |
|
5. |
Mr. V.Goenka |
50,000 |
0.48:1 |
|
6. |
Prof. A.K.Dutta |
75,000 |
0.72:1 |
|
7. |
Mrs. A.Jhunjhunwala |
55,000 |
0.53:1 |
|
Executive Director |
|||
|
1. |
Mr. C.K.Dhanuka |
41,00,008 |
39.61:1 |
The median remuneration of employees for financial year 2023-24 is Rs. 1.04 lac.
b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary for the financial year:
|
Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary |
% increase in remuneration in the financial year |
|
|
1. |
Mr. C. K. Dhanuka, Managing Director |
19% |
|
2. |
Mr. Mrigank Dhanuka, Vice Chairman |
No change |
|
3. |
Mrs. Bharati Dhanuka, Director |
No change |
|
4. |
Mr. Bharat Bajoria, Director |
No change |
|
5. |
Mr. Rajiv Kumar Sharma, Director |
No change |
|
6. |
Mr. Vivek Goenka, Director |
No change |
|
7. |
Prof. Ashoke Kumar Dutta, Director |
No change |
|
8. |
Mrs. Aaradhana Jhunjhunwala, Director |
No change |
|
9. |
Mr. P.C.Dhandhania, Chief Executive Officer |
23% |
|
10. |
Mr. Bhagwati Agarwal, Chief Financial Officer (till 28.05.23) |
* |
|
11. |
Mr, Pankaj Prabhat, Chief Financial Officer (w.e.f. 29.05.23) |
* |
|
12. |
Mr. R.Mahadevan, Company Secretary |
26% |
|
* This information is for part of the year, hence not comparable. |
||
c. The percentage increase in the median remuneration of employees during 2023-24 is 3.50%.
d. The number of permanent employees as on 31.03.2024 on the rolls of Company is 12984.
e. Average percentile increase in the salaries of employees other than the managerial personnel during 2023-24 was 7.76% and in the case of managerial remuneration the increase was 18.93%. The remuneration payable to Executive Director has variable component which is dependent on the profit of the Company whereas the remuneration of other employees has fixed pay and depends on their individual performance.
f. The Company affirms remuneration is as per the remuneration policy of the Company.
g. The statement containing particulars of employees pursuant to Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the said report. In terms of Section 136 of the Act, the said report is open for inspection and any member interested in obtaining a copy of the same may write to the Company at mail@dhunseritea.com or to the Company Secretary at rm@dhunseritea.com
i) The code of conduct for the Board of Directors and the senior management of the Company is available on the Company''s website (https://dhunseritea.com/investor/ccp/code-of-conduct/)
ii) Details of the familiarization programme of the independent directors is available on the Company''s website
iii) Policy for determining material subsidiaries of the Company is available on the Company''s website (https://dhunseritea.com/ wp-content/uploads/2020/06/Policv-for-determining-Material-Subsidiarv.pdf).
iv) Policy on dealing with related party transactions is available on the Company''s website (https://dhunseritea.com/wp-content/ uploads/2022/11/Related-Partv-Transaction-Policv.pdf ).
v) The Company has a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the
Company to report genuine concerns. The provisions of this policy are in line with the provisions of Section
177(9) of the Act and SEBI (LODR) Regulations and the said policy is available on the Company''s website
(https://dhunseritea.com/wp-content/uploads/2015/03/vigil-mechanism.pdf).
The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the balance sheet.
26. State of Companyâs affairs:
The present state of the Company''s affairs is progressive viz-a-viz the industry and steps are being initiated to tide over the difficult phase of the Company and accordingly it is expected that in future the prospects of the Company will be brighter. There is no change in the nature of business of the Company and no significant or material orders were passed by any regulator or court or tribunal impacting the going concern status of the Company''s future operations.
27. Reporting of frauds by Auditors:
During the year under review, neither the Statutory Auditors nor the Secretarial Auditor had to report to the Audit committee, u/s 143(12) of the Act any instance of fraud committed against the Company by its officers or employees.
The Company complies with all applicable secretarial standards.
29. Material changes and commitments, if any, affecting the financial position of the Company:
No material changes and/or commitments of the Company have occurred between the end of the financial year and the date of this report.
30. The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo is set out in Annexure III forms part of this report.
31. Neither any application was made nor any proceedings were initiated against the Company and / or is pending against it during 2023-24 under Insolvency & Bankruptcy Code, 2016.
32. No valuation with regard to One Time Settlement with Banks / Financial Institutions was necessary and / or required to be carried out during 2023-24.
33. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
The Company set up the Internal Complaints Committee (ICC) pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and duly complied with the provisions relating thereto. There were neither any outstanding complaints in the beginning / end of the year nor any complaints were received and /or disposed off during 2023-24. The Committee met once during the year.
As part of our green initiative, the soft copies of this Annual Report including the Notice of the 27th AGM is being sent to all the members whose email addresses are registered with the Company / Depository Participant(s) in accordance with MCA and SEBI circulars.
The Company is providing e-voting facility to all its members to cast their votes electronically on all resolutions set forth in the Notice of the 27th AGM dated May 27, 2024. The instructions for e-voting are mentioned in the notes annexed to the Notice of the 27th AGM.
Your Directors sincerely thank the shareholders for their continued cooperation and support; the Banks/Institutions and various other Authorities for their continued assistance and cooperation and the shareholders / employees of the Company for their unending support during 2023-24.
Mar 31, 2018
Directors'' Report
We have pleasure in presenting the 21st Annual Report together with the Financial Statement of the Company for the year ended 31st March, 2018.
|
1. |
Fianancial Results : |
(Rs.in lakhs) |
|||
|
Particulars |
Standalone |
Consolidated |
|||
|
Accounting year ended |
Accounting year ended |
||||
|
31.03.2018 |
31.03.2017 |
31.03.2018 |
31.03.2017 |
||
|
1 |
Income |
||||
|
a |
Revenue from Operations |
17701.63 |
18,773.04 |
28708.19 |
30,183.29 |
|
b |
Other Income |
186.31 |
221.46 |
1139.57 |
788.70 |
|
Total Income from Operations |
17887.94 |
18,994.50 |
29847.76 |
30,971.99 |
|
|
2 |
Expenses |
||||
|
a |
Cost of Materials Consumed # |
3540.84 |
3362.50 |
3698.88 |
3,513.00 |
|
b |
Changes in Inventories of finished goods |
126.22 |
185.89 |
(69.86) |
156.31 |
|
c |
Changes in Inventories of biological assets |
(12.62) |
(1.16) |
34.69 |
(1.04) |
|
d |
Employee benefits expense |
6270.31 |
6270.24 |
7667.14 |
7437.36 |
|
e |
Finance costs |
446.76 |
326.32 |
899.73 |
808.72 |
|
f |
Depreciation and amortization expense |
743.90 |
723.58 |
1744.99 |
2088.89 |
|
g |
Other expenses |
6111.45 |
6601.13 |
13055.79 |
13410.41 |
|
Total expenses |
17226.86 |
17468.50 |
27031.36 |
27413.65 |
|
|
3 |
Profit / (Loss) before tax (1-2) |
661.08 |
1526.00 |
2816.40 |
3558.34 |
|
Tax expense |
|||||
|
Current Tax |
130.06 367.53 |
486.03 |
996.63 |
||
|
Deferred Tax |
(292.37) |
(22.35) |
(570.03) |
(151.17) |
|
|
4 |
Tax expense (credit) |
(162.31) |
345.18 |
(84.00) |
845.46 |
|
5 |
Profit / (Loss) for the period (3-4) |
823.39 |
1180.82 |
2900.40 |
2712.88 |
|
Items that will not be reclassified to profit or loss Re measurement of post employment benefit obligations |
131.02 |
(115.68) |
131.02 |
(115.68) |
|
|
Fair valuation of equity investments |
850.07 |
1156.99 |
850.07 |
1157.12 |
|
|
Income Tax relating to these items |
(139.98) |
36.84 |
(139.98) |
36.84 |
|
|
Items that will be reclassified to profit or loss Exchange differences on translation of foreign operations |
. |
. |
(1167.09) |
(2037.57) |
|
|
6 |
Other comprehensive income for the year (net of tax) |
841.11 |
1078.15 |
(325.98) |
(959.29) |
|
7 |
Total comprehensive income for the period |
1664.50 |
2258.97 |
2574.42 |
1753.59 |
|
8 |
Paid-up equity share capital (Face value Rs.10/- each) |
700.50 |
700.50 |
700.50 |
700.50 |
|
9 |
Earnings per share (of Rs 10/- each) |
||||
|
(a) Basic (Rs) |
11.75 16.86 |
41.40 |
38.73 |
||
|
(b) Diluted (Rs) |
11.75 16.86 |
41.40 |
38.73 |
||
# Cost of materials consumed represents Green Leaf purchased from third parties.
2. Dividend:
The Directors recommend a dividend of Rs. 8.00 per equity share i.e. @ 80 % for the financial year ended 31st March, 2018 subject to approval of the shareholders at the ensuing Annual General Meeting. The dividend on equity shares, if approved by the members would involve a cash outflow of Rs. 675.59 lakhs including dividend tax.
3. Transfer to reserves
The directors have decided to retain the entire amount of Rs. 442.35 lakhs in the retained earnings.
4. Operations:
The total tea manufacturing and sales in respect of the Indian operations for the year under review was 10.07 and 10.12 mn kg. as against 10.36 and 10.62 mn kg. respectively in the previous year. The production for the year under review was comparatively less. The sales in terms of volume was also comparatively less. The average realization was comparatively less during the year under review in comparison to the previous year.
The total tea manufacturing and sales in respect of the African operations for the year under review was about 8.70 and 8.52 mn kg. as against 8.70 and 8.64 mn kg. respectively in the previous year. The production was almost equal to the previous year but the sales were comparatively less during the year under review. The average realization was almost equal to the previous year.
The production and sale of macadamia in terms of volume was about 0.30 and 0.28 mn. kg as against 0.26 and 0.28 mn kg respectively in the previous year. The production of macadamia during the year under review was comparatively more whereas the sales were almost similar in comparison to the previous year.
5. Subsidiary Companies
The Company has following four wholly owned subsidiaries as on March 31, 2018 :
i) Dhunseri Petrochem & Tea Pte Ltd (DPTPL)
ii) Makandi Tea & Coffee Estates Ltd (MTCEL)
iii) Kawalazi Estate Company Ltd (KECL)
iv) A.M. Henderson & Sons Ltd. (AMHSL)
The entire share capital of the subsidiary AMHSL is held by MTCEL and that of MTCEL and KECL are held by DPTPL and that of DPTPL is held by the Company, making them 100% wholly owned subsidiaries of the Company incorporated outside India.
There has been no material change in the nature of the business of the subsidiaries.
During the year M/s. Elfin Heights Private Limited, a wholly owned subsidiary was disposed of by the Company.
There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Pursuant to provisions of Section 129(3) of the Act, a statement in Form AOC-1 containing the salient features of the financial statements of the Company''s subsidiaries is attached to the financial statements of the Company.
Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.
6. Listing
The equity shares of the Company are listed on BSE and NSE.
7. Directors'' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors confirm:
(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;
(ii) that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) that they have prepared the annual accounts on a ''going concern'' basis.
(v) that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.
(vi) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
The work performed by the internal auditor, statutory auditor and secretarial auditor and the reviews performed by management and the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2017-18.
8. Directors & Key Managerial Personnel
Mr. Ashok Kumar Lohia (DIN: 00132070) resigned w.e.f.
10.8.2017.
Mr. Basudeo Beriwala (DIN: 00119319) resigned with effect
from the conclusion of the board meeting held on 21st May,
2018.
Mr. Vivek Goenka (DIN: 00042285) and Prof. Ashoke Kumar Dutta (DIN: 00045170) were appointed as Additional Directors of the Company at the Board Meetings held on 30th August, 2017 and 21st May, 2018 respectively. They shall hold office till the conclusion of the ensuing AGM of the Company. Mr.Vivek Goenka and Prof. Ashoke Kumar Dutta are proposed to be appointed as Independent Directors at the ensuing 21st AGM of the Company for a consecutive period of five years w.e.f. 30th August, 2017 and 21st May, 2018 respectively.
Section 149(13) states that the provisions of sub-section (6) and (7) of Section 152 of the Companies Act, 2013 relating to retirement of directors by rotation is not applicable to the independent directors.
The Company has received declarations from its Independent Directors under Section 149(7) confirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.
Mr. Rajiv Kumar Sharma (DIN: 05197101), retires by rotation at the ensuing 21st Annual General Meeting and being eligible offers himself for reappointment.
Mr. Vikash Jain was appointed as Chief Financial Officer of the Company w.e.f. 14.12.2017 in place of Mrs. Bhavana Khemka who resigned.
9. Number of Meetings of the Board
The Board met four times during the financial year 2017-18. The details have been provided in the Corporate Governance Report in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is annexed to this Report.
10. Board evaluation
An annual evaluation of the performances of the Board, its committees and that of the individual directors was undertaken during the year on the basis of the criteria such as the composition, structure, functioning, effectiveness of the Board, the Committee Meetings, the contribution and preparedness of individual directors to the board and committees etc after seeking inputs from all the directors.
In a separate meeting of the Independent Directors the performance of non-independent directors, the Chairman and the Board as a whole was evaluated.
11. Policy on directors'' appointment and remuneration and other details
The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report.
12. Internal financial control systems and their adequacy
The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of the Corporate Governance Report.
13. Audit committee
The details pertaining to composition of audit committee are included in the Corporate Governance Report.
14. Auditors
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Lovelock & Lewes, Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of five years at the 17th Annual General Meeting (AGM) of the Company held on 8th September, 2014, subject to ratification of their appointment at every AGM. Their reappointment for the year 2018-19 is required to be ratified by the shareholders at the ensuing 21st AGM of the Company.
15. Auditors'' report and secretarial auditors'' report
The auditors'' report and secretarial auditors'' report are self-explanatory and does not contain any qualifications, reservations or adverse remarks and have been annexed to the report.
16. Risk management
Although the requirement of Risk Management Committee is not mandatory for your Company, the management has to constantly monitor the risks and functions and systematically
address them through mitigating actions on a continuous basis. The audit committee has additional oversight in the area of financial risks and controls.
The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of the Corporate Governance Report.
17. Particulars of loans, guarantees and investments
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
18. Transactions with Related Parties
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
Your Directors draw attention of the members to Note No. 40 to the financial statement which sets out related party disclosures.
19. Management''s Discussion And Analysis Report
The Management''s Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Corporate Governance Report.
20. Corporate Social Responsibility
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the Company''s website: www.dhunseritea.com.
21. Extract of Annual Return
As stipulated under Section 92(3) of the Act, an extract of annual return is given in Annexure II in the prescribed Form MGT-9, which forms part of this report.
22. Particulars of employees
The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:
|
Non-executive Directors |
Remuneration for the Year ended 31.03.2018 (Rs) |
Ratio to median remuneration |
|
1. Mr. Mrigank Dhanuka (till 14.02.2018) |
20,000 |
* |
|
2. Mr. R.K. Sharma |
40,000 |
0.66:1 |
|
3. Mr. Bharat Bajoria |
65,000 |
1.07:1 |
|
4. Mr. Basudeo Beriwala |
95,000 |
1.56:1 |
|
5. Ms. Nandini Khaitan |
65,000 |
1.07:1 |
|
6. Mr. Ashok Kumar Lohia (upto 10.08.2017) |
Nil |
* |
|
7. Mr. Vivek Goenka (w.e.f 30.08.2018) |
60,000 |
* |
|
Executive Directors |
||
|
1. Mr. C.K. Dhanuka |
29,37,727 |
48.16:1 |
|
2. Mr. Mrigank Dhanuka (w.e.f. 14.02.2018) |
3,86,590 |
* |
Since this information is for part of the year, the same is not comparable.
The median remuneration of employees for financial year 2017-18 is Rs. 0.61 lacs.
b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:
|
Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary |
% increase in remuneration in the financial year |
|
|
1 |
Mr. C. K. Dhanuka, Managing Director |
-23.63 |
|
2. |
Mr. Mrigank Dhanuka, Executive Director (w.e.f.14. 02.2018) |
* |
|
3 |
Mr. Bharat Bajoria |
No change |
|
4. |
Mr. Basudeo Beriwala |
No change |
|
5. |
Ms. Nandini Khaitan |
No change |
|
6 |
Mr. Ashok Kumar Lohia (upto 10.08.2017) |
* |
|
7. |
Mr. R. K. Sharma |
No change |
|
8. Mr. Vivek Goenka (w.e.f. 30.08.2017) |
* |
|
|
9. |
Mr. P. C. Dhandhania, Chief Executive Officer |
0.21 |
|
10. |
Ms. Bhavna Khemka, Chief Financial Officer (upto 14.12.2017) |
* |
|
11. |
Mr. Vikash Jain, Chief Financial Officer (w.e.f. 14.12.2017) |
* |
|
12. |
Mr. R. Mahadevan, Company Secretary |
10.35 |
* Since this information is for part of the year, the same is not comparable.
c. The percentage increase in the median remuneration of employees in the financial year: 5.36 %.
d. The number of permanent employees on the rolls of Company: 5025.
e. Average percentile increase / decrease already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase/decrease in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration :
Average percentile increase / decrease already made in the salaries of employees other than the managerial personnel in the financial year 2017-18 was - 0.17 % and in the case of managerial remuneration the increase / decrease was - 37.00 %. The remuneration payable to executive directors has variable component which is dependent on the profit of the Company and other employees remuneration has fixed pay which depends on his/ her performance.
f. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company.
g. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out in Annexure IV forming part of this report.
23. Disclosure requirements
As stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the corporate governance report along with the auditors'' certificate thereon and management discussion and analysis are attached, which form part of this report.
The code of conduct for the board of directors and the senior management adopted by the Company is available on the Company''s website (http://dhunseritea.com/investors-investors/code-of-conduct/)
Details of the familiarization programme of the independent directors are available on the Company''s website (http://dhunseritea.com/wp-content/uploads/ 2015/06/ Familiarisation-Programme-of-lndependent-Directors.pdf).
Policy for determining material subsidiaries of the Company is available on the Company''s website (http://dhunseritea.com/ wp-content/uploads/2015/ 03/policy-for-determining-material-subsidiary.pdf).
Policy on dealing with related party transactions is available on the Company''s website (http://dhunseritea.com/wp-content/uploads/2015/04/Related-party-transaction-policy.pdf).
The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and the said policy is available on the Company''s website (http://dhunseritea.com/wp-content/uploads/2015/03/vigil-mechanism.pdf).
24. Deposits from public
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
25. State of Company''s affairs
The present state of the company''s affairs is progressive enough viz-a-viz the industry and there is no any development which could result in an adverse situation for the company in the near future. There is neither any change in the nature of business of the Company nor any significant and material orders was passed by any regulator or court or tribunals impacting the going concern status affecting the company''s operation in future.
26. Reporting of frauds by auditors
During the year under review, the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Board''s report.
27. Secretarial Standards
The Company complies with all applicable secretarial standards.
28. Material changes and commitments, if any, affecting the financial position of the Company
There are no such material changes and commitments which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
29. Particulars regarding conservation of energy & technology absorption etc
The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure III which forms part of this report.
30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has set up Internal Complaints Committee (ICC) under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints received and /or disposed off during 2017-18. The Committee met once during the year.
31. Green Initiatives
As part of our green initiative, the electronic copies of this Annual Report including the Notice of the 21st AGM are sent to all members whose email addresses are registered with the Company/ Depository Participant(s). For members who have not registered their email addresses, physical copies of this Annual Report including the Notice of the 21st AGM are sent by permitted mode.
The Company is providing e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting is provided in Note 10 annexed to the Notice.
32. Acknowledgement
Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the banks and other authorities. Your Directors also thank the employees of the Company for their valuable service and support during the year. Your Directors also gratefully acknowledge with thanks the cooperation and support received from the shareholders of the Company.
|
For and on behalf of the Board of Directors |
|
|
Kolkata |
C.K.DHANUKA |
|
21st May, 2018 |
Chairman |
Annexure - I
ANNUAL REPORT ON CSR ACTIVITIES
1. A brief outline of the Company''s CSR policy, including overview of projects or programme proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programme :
The Company aims at carrying out directly or indirectly various CSR activities either through Dhanuka Dhunseri Foundation (DDF) or through any other implementing agency as may be recommended to the Board by the CSR Committee.
The CSR policy of the Company encompasses the following activities :
Extending financial support to institutions for promoting education.
Hostel for students.
Day care centres and such other activities including measures for mitigating the inequalities amongst the socially and economically backward groups.
Eradicating hunger, poverty and malnutrition.
Health care (including preventive health care) and sanitation (including contribution to such programs of the Government for promotion of sanitation).
Making available safe drinking water.
The Company regularly provides financial assistance in association with various organizations to carry out CSR activities in these areas.
An amount of Rs.39.36 lakhs (approx.) was disbursed to DDF by the Company during the year 2017-18 which is engaged in various philanthropic activities as aforementioned.
2. The composition of the CSR committee: The Company has a CSR Committee of directors comprising of Mr. Basudeo Beriwala, Chairman of the Committee, Mr. Chandra Kumar Dhanuka and Ms. Nandini Khaitan.
3. Average net profit of the company for last three financial years for the purpose of computation of CSR: Rs.1959.79 lakhs (approx.)
4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): Rs.39.20 lakhs (approx.)
5. Details of CSR spent during the financial year
a. Total amount to be spent for the financial year: Rs.39.36 lakhs
b. Amount unspent: Nil
c. Manner in which the amount spent during the financial year: Attached
6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report: Nil / NA
7. A responsibility statement of the CSR committee that the implementation and monitoring of CSR policy, is in compliance with CSR objectives and policy of the Company.
We hereby declare that implementation and monitoring of the CSR policy are in compliance with CSR objectives and policy of the Company.
|
P.C. Dhandhania Chief Executive Officer |
Basudeo Beriwala Chairman, Corporate Social Responsibility Committee |
C.K.Dhanuka Chairman |
|
Sr. No. |
CSR Project or Activity identified |
Sector in which the project is covered |
Project or programs (1) Local area or other (2) Specify the State and district where project or programs was undertaken |
Amount Outlay (budget) project or programs wise (Rs. ) |
Amount spent on the projects or programs Subheads: (1) Direct Expenditure (2) Overheads (Rs.) |
Cumulative Expenditure upto the reporting period (Rs.) |
Amount Spent: Direct or through implementing agency |
|
1 |
Nature Cure & Yoga Centre |
Healthcare (including preventive healthcare) |
Diamond Harbour Road Bishnupur, Joka, State: West Bengal Dist. 24 Parganas(South) |
39,35,785 |
39,35,785 |
39,35,785 |
Through Dhanuka Dhunseri Foundation (DDF) Implementing Agency |
Annexure - II
FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31st March, 2018
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS :
|
i) |
CIN |
:- |
L15500WB1997PLC085661 |
|
(ii) |
Registration Date |
:- |
07/10/1997 |
|
(iii) |
Name of the Company |
:- |
DHUNSERI TEA & INDUSTRIES LIMITED (DTIL) |
|
(iv) |
Category/Sub-Category of the Company |
Company limited by shares/ Non Government Company |
|
|
(V) |
Address of the Registered Office and contact details |
"DHUNSERI HOUSE", 4A, WOODBURN PARK, KOLKATA - 700 020 Tel : 91 033 2280 1950 (5 lines) , Fax: 91 033 2287 8350/9274 Email : mail@dhuseritea.com; Website : www.dhunseritea.com |
|
|
(vi) |
Whether listed company |
YES |
|
|
(vii) |
Name, Address and Contact Details of Registrar and Transfer Agent, if any |
MAHESHWARI DATAMATICS PVT LTD. 23, R. N. Mukherjee Road, 5th Floor, Kolkata - 700 001 Tel : 91 033 2243 5029, 91 033 2248 2248 Fax: 91 033 2248 4787 Email : mdpldc@yahoo.com; Website : www.mdpl.in |
PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of the company shall be stated
|
SI. No. |
Name and Description of main products/services |
NIC Code of the product/ service % to total turnover of the company |
|
|
1 |
Growing of Tea |
1271 |
65 |
|
2 |
Manufacture of Tea |
1079 |
25 |
|
3 |
Tea Processing & Blending |
10791 |
10 |
PARTICULARS OF HOLDINGS, SUBSIDIARY AND ASSOCIATE COMPANIES
|
SI. No. |
Name and Address of the Company |
CIN/GLN |
Holding/Subsidiary/ Associates |
% of shares held |
Applicable Section |
|
1 |
Dhunseri Petrochem & Tea Pte Ltd. 160, Robinson Road # 17-01, SBF Center Singapore 068914 |
201136419H |
SUBSIDIARY |
100% |
2(87) |
|
2 |
Kawalazi Estate Co. Ltd. Thunga Estate Makandi, Thyolo Road, Malawi |
2135 |
SUBSIDIARY |
100% |
2(87) |
|
3 |
Makandi Tea & Coffee Estates Ltd. Thunga Estate Makandi, Thyolo Road, Malawi |
2868 |
SUBSIDIARY |
100% |
2(87) |
|
4 |
A.M. Henderson & Sons Ltd. Chiwale Estate, Sharpe Road, Thunga, Thyolo, P.O. Box 5247, Limbe |
542 |
SUBSIDIARY |
100% |
2(87) |
The entire issued and paid up share capital of Company 4 above is held by Company 3 and that of Companies 2 & 3 above are held by Company 1 and that of Company 1 above is held by this Company.
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding
|
Category of Shareholders |
No of Shares held at the beginning of the year [As on 01.04.2017] |
No of Shares held at the end of the year [As on 31.03.2018] |
% change during the year |
||||||
|
Demat |
Physical |
Total |
% of total share |
Demat |
Physical |
Total |
% of total share |
||
|
A. Promoters |
|||||||||
|
(1) Indian |
|||||||||
|
a) Individual/ HUF |
181476 |
0 |
181476 |
2.5907 |
181476 |
0 |
181476 |
2.5907 |
0.0000 |
|
b) Central Govt |
0 |
0 |
0 |
0.0000 |
0 |
0 |
0 |
0.0000 |
0.0000 |
|
c) State Govt(s) |
0 |
0 |
0 |
0.0000 |
0 |
0 |
0 |
0.0000 |
0.0000 |
|
d) Bodies Corporate |
4459398 |
0 |
4459398 |
63.6607 |
4497142 |
0 |
4497142 |
64.1995 |
0.5388 |
|
e) Banks/FI |
0 |
0 |
0 |
0.0000 |
0 |
0 |
0 |
0.0000 0.0000 |
|
|
f) Any other |
0 |
0 |
0 |
0.0000 |
0 |
0 |
0 |
0.0000 |
0.0000 |
|
Sub-total (A)(l) |
4640874 |
0 |
4640874 |
66.2514 |
4678618 |
0 |
4678618 |
66.7902 |
0.5388 |
|
(2) Foreign |
|||||||||
|
a) NRIs - Individuals |
0 |
0 |
0 |
0.0000 |
0 |
0 |
0 |
0.0000 |
0.0000 |
|
b) Other - Individuals |
0 |
0 |
0 |
0.0000 |
0 |
0 |
0 |
0.0000 |
0.0000 |
|
c) Bodies Corporate |
0 |
0 |
0 |
0.0000 |
0 |
0 |
0 |
0.0000 |
0.0000 |
|
d) Banks/FI |
0 |
0 |
0 |
0.0000 |
0 |
0 |
0 |
0.0000 |
0.0000 |
|
e) Any other |
0 |
0 |
0 |
0.0000 |
0 |
0 |
0 |
0.0000 |
0.0000 |
|
Sub-total (A)(2) |
0 |
0 |
0 |
0.0000 |
0 |
0 |
0 |
0.0000 |
0.0000 |
|
Total shareholding of Promoter |
|||||||||
|
(A)=(A)(1) (A)(2) |
4640874 |
0 |
4640874 |
66.2514 |
4678618 |
0 |
4678618 |
66.7902 |
0.5388 |
|
B. Public Shareholding |
|||||||||
|
1. Institutions |
|||||||||
|
a) Mutual Funds |
194782 |
0 |
194782 |
2.7806 |
240 |
0 |
240 |
0.0034 |
-2.7772 |
|
b) Banks/FI |
7174 |
413 |
7587 |
0.1083 |
1515 |
402 |
1917 |
0.0274 |
-0.0809 |
|
c) Central Govt |
200 |
0 |
200 |
0.0029 |
200 |
0 |
200 |
0.0029 |
0.0000 |
|
d) State Govt(s) |
0 |
35 |
35 |
0.0005 |
0 |
35 |
35 |
0.0000 |
0.0000 |
|
e) Venture Capital Funds |
0 |
0 |
0 |
0.0000 |
0 |
0 |
0 |
0.0000 |
0.0000 |
|
f) Insurance Companies |
377839 |
0 |
377839 |
5.3939 |
354093 |
0 |
354093 |
5.0549 |
-0.3390 |
|
g) Flls |
0 |
0 |
0 |
0.0000 |
0 |
0 |
0 |
0.0000 |
0.0000 |
|
h) Foreign Venture Capital Funds |
0 |
0 |
0 |
0.0000 |
0 |
0 |
0 |
0.0000 |
0.0000 |
|
i) Others (specify) |
|||||||||
|
Alternate Investment Funds |
|||||||||
|
Foreign Portfolio Investors |
7820 |
0 |
7820 |
0.1116 |
23255 |
0 |
23255 |
0.3320 |
0.2204 |
|
Provident Funds/ Pension Funds |
|||||||||
|
Qualified Foreign Investor |
|||||||||
|
Sub-total (B)(l) |
587815 |
448 |
588263 |
8.3978 |
379303 |
437 |
379740 |
5.4211 |
-2.9767 |
|
2. Non-Institutions |
|||||||||
|
a) Bodies Corporate |
|||||||||
|
i) Indian |
423969 |
2278 |
426247 |
6.0849 |
395242 |
938 |
396180 |
5.6557 |
-0.4292 |
|
ii) Overseas |
0 |
0 |
0 |
0.0000 |
0 |
0 |
0 |
0.0000 |
0.0000 |
|
b) Individuals |
|||||||||
|
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh |
970259 |
78509 |
1048768 |
14.9718 |
1160942 |
53884 |
1214826 |
17.3424 |
2.3706 |
|
ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh |
242706 |
0 |
242706 |
3.4648 |
195108 |
0 |
195108 |
2.7853 |
-0.6795 |
|
No. of Shares held at the beginning of the year [As on 01.04.2017] |
No. of Shares held at the end of the year [As on 31.03.2018] |
% change during the year |
|||||||
|
Category of Shareholders |
Demat |
Physical |
Total |
% of total share |
Demat |
Physical |
Total |
% of total share |
|
|
c) Others (Specify) |
|||||||||
|
Non Resident Indians |
34607 |
1618 |
36225 |
0.5171 |
23573 |
40 |
23613 |
0.3371 |
-0.1800 |
|
Qualified Foreign Investor |
|||||||||
|
Custodian of Enemy Property |
221 |
221 |
0.0032 |
221 |
221 |
0.0032 |
0.0000 |
||
|
Foreign Nationals |
0 |
266 |
266 |
0.0038 |
0 |
122 |
122 |
0.0017 |
-0.0021 |
|
Clearing Members |
18796 |
0 |
18796 |
0.2683 |
39856 |
0 |
39856 |
0.5690 |
0.3007 |
|
Trusts |
60 |
31 |
91 |
0.0013 |
60 |
31 |
91 |
0.0013 |
0.0000 |
|
Foreign Bodies-D R |
|||||||||
|
Foreign Portfolio Investors |
|||||||||
|
NBFCs registered with RBI |
2494 |
0 |
2494 |
0.0356 |
76576 |
0 |
76576 |
1.0931 |
1.0575 |
|
Employee Trusts |
|||||||||
|
Domestic Corporate Unclaimed Shares Account |
|||||||||
|
Investor Education and Protection Fund Authority |
|||||||||
|
Sub-total(B)(2) |
1693112 |
82702 |
1775814 |
25.3508 |
1891578 |
55015 |
1946593 |
27.7888 |
2.4380 |
|
Total Public Shareholding (B)=(B)(1) (B)(2) |
2280927 |
83150 |
2364077 |
33.7486 |
2270881 |
55452 |
2326333 |
33.2098 |
-0.5388 |
|
C. Shares held by Custodian for GDRs & ADRs |
|||||||||
|
Grand Total (A B C) |
6921801 |
83150 |
7004951 |
100.0000 |
6949499 |
55452 |
7004951 |
100.0000 |
0.0000 |
Shareholding of Promoters
|
Shareholding held at the beginning of the year [As on 01.04.2017] |
Shareholding held at the end of the year [As on 31.03.2018] |
% change in share holding during the Year |
||||||
|
SI. No. |
Shareholder''s Name |
No. of shares |
% of total shares of the Company |
% of shares pledged/ encumbered to total shares |
No. of shares |
% of total shares of the Company |
% of shares pledged/ encumbered .to total shares |
|
|
1 |
Dhunseri Investments Ltd |
3206397 |
45.7733 0.0000 |
3206397 |
45.7733 |
0.0000 |
0.0000 |
|
|
2 |
Naga Dhunseri Group Limited |
615751 |
8.7902 |
0.0000 |
615751 |
8.7902 |
0.0000 |
0.0000 |
|
3 |
Dhunseri Petrochem Ltd |
265000 |
3.7831 |
0.0000 |
302744 |
4.3219 |
0.0000 |
0.5388 |
|
4 |
Mint Investments Limited |
296425 |
4.2316 |
0.0000 |
296425 |
4.2316 |
0.0000 |
0.0000 |
|
5 |
Chandra Kumar Dhanuka Karta of Shankarlal Chandra Kumar (Huf) |
80000 |
1.1420 |
0.0000 |
80000 |
1.1420 |
0.0000 |
0.0000 |
|
6 |
Trimplex Investments Limited |
57625 |
0.8226 |
0.0000 |
57625 |
0.8226 |
0.0000 |
0.0000 |
|
7 |
Mrigank Dhanuka |
23184 |
0.3310 |
0.0000 |
23184 |
0.3310 |
0.0000 |
0.0000 |
|
8 |
Madhuting Tea Private Limited |
18200 |
0.2598 |
0.0000 |
18200 |
0.2598 |
0.0000 |
0.0000 |
|
9 |
Mrigank Dhanuka C/O. Aayan Dhanuka Trust |
18000 |
0.2570 |
0.0000 |
18000 |
0.2570 |
0.0000 |
0.0000 |
|
10 |
MRIGANK DHANUKA C/O. Aman Dhanuka Trust |
18000 |
0.2570 |
0.0000 |
18000 |
0.2570 |
0.0000 |
0.0000 |
|
11 |
Aruna Dhanuka |
16502 |
0.2356 |
0.0000 |
16502 |
0.2356 |
0.0000 |
0.0000 |
|
12 |
Chandra Kumar Dhanuka |
9400 |
0.1342 |
0.0000 |
9400 |
0.1342 |
0.0000 |
0.0000 |
|
13 |
Chandra Kumar Dhanuka |
9104 |
0.1300 |
0.0000 |
9104 |
0.1300 |
0.0000 |
0.0000 |
|
14 |
Tarulika Khaitan C/O. Tarugreve Trust |
4000 |
0.0571 |
0.0000 |
4000 |
0.0571 |
0.0000 |
0.0000 |
|
15 |
Tarulika Khaitan |
2400 |
0.0343 |
0.0000 |
2400 |
0.0343 |
0.0000 |
0.0000 |
|
16 |
Chandra Kumar Dhanuka C/O Sew Bhagwan & Sons. |
886 |
0.0126 |
0.0000 886 |
0.0126 |
0.0000 |
0.0000 |
|
|
Total |
4640874 |
66.2513 |
0.0000 |
4678618 |
66.7902 |
0.0000 |
0.5388 |
|
iii) Change in Promoters'' Shareholding (please specify, if there is no change)
|
SI. No. |
Shareholder''s Name |
Shareholding at the beginning [01.04.2017]/ end of the year [31.03.2018] |
Increase/ Decrease in shareholding |
Cumulative Shareholding during the year [01.04.2017 to 31.03.2018] |
||
|
No. of Shares |
% of total shares of the Company |
No. of Shares |
% of total shares of the Company |
|||
|
1 |
Chandra Kumar Dhanuka C/o Shree Shaligram Trust |
|||||
|
01.04.2017 |
9400 |
0.1342 |
||||
|
31.03.2018 |
9400 |
0.1342 |
No Change |
9400 |
0.1342 |
|
|
2 |
Mrigank Dhanuka C/o Aman Dhanuka Trust |
|||||
|
01.04.2017 |
18000 |
0.2570 |
||||
|
31.03.2018 |
18000 |
0.2570 |
No Change |
18000 |
0.2570 |
|
|
3 |
Dhunseri Petrochem Ltd |
|||||
|
01.04.2017 |
2650000 |
3.7831 |
||||
|
23/02/2018 -Transfer |
37744 |
0.5388 |
302744 |
4.3219 |
||
|
31.03.2018 |
302744 |
4.3219 |
37744 |
302744 |
4.3219 |
|
|
4 |
Dhunseri Investments Limited |
|||||
|
01.04.2017 |
3206397 |
45.7733 |
||||
|
31.03.2018 |
3206397 |
45.7733 |
No Change |
3206397 |
45.7733 |
|
|
5 |
Naga Dhunseri Group Limited |
|||||
|
01.04.2017 |
615751 |
8.7902 |
||||
|
31.03.2018 |
615751 |
8.7902 |
No Change |
615751 |
8.7902 |
|
|
6 |
Trimplex Investments Limited |
|||||
|
01.04.2017 |
57625 |
0.8226 |
||||
|
31.03.2018 |
57625 |
0.8226 |
No Change 57625 |
0.8226 |
||
|
7 |
Tarulika Khaitan C/o Tarugreve Trust |
|||||
|
01.04.2017 |
4000 |
0.0571 |
||||
|
31.03.2018 |
4000 |
0.0571 |
No Change |
4000 |
0.0571 |
|
|
8 |
Madhuting Tea Private Limited |
|||||
|
01.04.2017 |
18200 |
0.2598 |
||||
|
31.03.2018 |
18200 |
0.2598 |
No Change |
18200 |
0.2598 |
|
|
9 |
Mint Investments Limited |
|||||
|
01.04.2017 |
296425 |
4.2316 |
||||
|
31.03.2018 |
296425 |
4.2316 |
No Change |
296425 |
4.2316 |
|
|
10 |
Mrigank Dhanuka C/o Ayaan Dhanuka Trust |
|||||
|
01.04.2017 |
18000 |
0.2570 |
||||
|
31.03.2018 |
18000 |
0.2570 |
No Change 18000 |
0.2570 |
||
|
11 |
Chandra Kumar Dhanuka C/o Sew Bhagwan & Sons |
|||||
|
01.04.2017 |
886 |
0.0126 |
||||
|
31.03.2018 |
886 |
0.0126 |
No Change |
886 |
0.0126 |
|
|
12 |
Chandra Kumar Dhanuka Karta of Shankarlal Chandra Kumar (HUF) |
|||||
|
01.04.2017 |
80000 |
1.1420 |
||||
|
31.03.2018 |
80000 |
1.1420 |
No Change |
80000 |
1.1420 |
|
|
SI. No. |
Shareholder''s Name |
Shareholding at the beginning [01.04.2017]/ end of the year [31. 03.2018] |
Increase/ Decrease in shareholding |
Cumulative Shareholding during the year [01.04.2017 to 31.03.2018] |
||
|
No. of Shares |
% of total shares of the Company |
No. of Shares |
% of total shares of the Company |
|||
|
13 |
Chandra Kumar Dhanuka |
|||||
|
01.04.2017 |
9104 |
0.1300 |
||||
|
31.03.2018 |
9104 |
0.1300 |
No Change |
9104 |
0.1300 |
|
|
14 |
Mrigank Dhanuka |
|||||
|
01.04.2017 |
23184 |
0.3310 |
||||
|
31.03.2018 |
23184 |
0.3310 |
No Change |
23184 |
0.3310 |
|
|
15 |
Aruna Dhanuka |
|||||
|
01.04.2017 |
16502 |
0.2356 |
||||
|
31.03.2018 |
16502 |
0.2356 |
No Change |
16502 |
0.2356 |
|
|
16 |
Tarulika Khaitan |
|||||
|
01.04.2017 |
2400 |
0.0343 |
||||
|
31.03.2018 |
2400 |
0.0343 |
No Change |
2400 |
0.0343 |
|
iv. Shareholding Pattern of top ten Shareholders
|
(Other than Directors, Promoters and Holders of GDRs and ADRs): |
|||||
|
SI. |
Shareholder''s Name |
Shareholding at the beginning [01.04.2017]/ end of the year [31.03.2018] |
Cumulative Shareholding during the year [01.04.2017 to 31.03.2018] |
||
|
No. |
No. of Shares |
% of total shares of the Company |
No. of Shares |
% of total shares of the Company |
|
|
1 |
GENERAL INSURANCE CORPORATION OF INDIA |
||||
|
01.04.2017 |
144000 |
2.0557 |
|||
|
31.03.2018 |
144000 |
2.0557 |
144000 |
2.0557 |
|
|
2 |
LIFE INSURANCE CORPORATION OF INDIA |
||||
|
01.04.2017 |
68605 |
0.9794 |
|||
|
31.03.2018 |
68605 |
0.9794 |
68605 |
0.9794 |
|
|
3 |
THE NEW INDIA ASSURANCE COMPANY LIMITED |
||||
|
01.04.2017 |
165234 |
2.3588 |
|||
|
28.07.2017 -Transfer |
-23746 |
0.3390 |
141488 |
2.0198 |
|
|
31.03.2018 |
141488 |
2.0198 |
141488 |
2.0198 |
|
|
4 |
PARAM CAPITAL RESEARCH PRIVATE LIMITED# |
||||
|
01.04.2017 |
35000 |
0.4996 |
|||
|
21.04.2017 -Transfer |
-2750 |
0.0393 |
32250 |
0.4604 |
|
|
28.04.2017 -Transfer |
-5262 |
0.0751 |
26988 |
0.3853 |
|
|
05.05.2017 -Transfer |
-9028 |
0.1289 |
17960 |
0.2564 |
|
|
12.05.2017 -Transfer |
-5792 |
0.0827 |
12168 |
0.1737 |
|
|
19.05.2017 -Transfer |
-12168 |
0.1737 |
0 |
0.0000 |
|
|
31.03.2018 |
0 |
0.0000 |
0 |
0.0000 |
|
|
5 |
WEST BENGAL INDUSTRIAL DEVELOPMENT CORPORATION LTD |
||||
|
01.04.2017 |
183000 |
2.6124 |
|||
|
31.03.2018 |
183000 |
2.6124 |
183000 |
2.6124 |
|
|
SI. No. |
Shareholder''s Name |
Shareholding at the beginning [01.04.2017]/ end of the year [31.03.2018] |
Cumulative Shareholding during the year [01.04.2017 to 31.03.2018] |
||
|
No. of Shares |
% of total shares of the Company |
No. of Shares |
% of total shares of the Company |
||
|
6 |
L & T MUTUAL FUND TRUSTEE LTD # 01.04.2017 |
190590 |
2.7208 |
||
|
14.04. 2017 -Transfer |
10000 |
0.1428 |
200590 |
2.8635 |
|
|
21.04. 2017 -Transfer |
5000 |
0.0714 |
205590 |
2.9349 |
|
|
12.05.2017 -Transfer |
-1813 |
0.0259 |
203777 |
2.9090 |
|
|
19.05.2017 -Transfer |
-7944 |
0.1134 |
195833 |
2.7956 |
|
|
26.05.2017 -Transfer |
-4996 |
0.0713 |
190837 |
2.7243 |
|
|
16.06.2017 -Transfer |
-2796 |
0.0399 |
188041 |
2.6844 |
|
|
23.06.2017 -Transfer |
-108 |
0.0015 |
187933 |
2.6829 |
|
|
30.06.2017 -Transfer |
-1128 |
0.0161 |
186805 |
2.6668 |
|
|
07.07.2017 -Transfer |
-2869 |
0.0410 |
183936 |
2.6258 |
|
|
14.07.2017 -Transfer |
-21586 |
0.3082 |
162350 |
2.3176 |
|
|
21.07.2017 -Transfer |
-4726 |
0.0675 |
157624 |
2.2502 |
|
|
28.07.2017 -Transfer |
-12310 |
0.1757 |
145314 |
2.0744 |
|
|
04.08.2017 -Transfer |
-200 |
0.0029 |
145114 |
2.0716 |
|
|
11.08.2017 -Transfer |
-1557 |
0.0222 |
143557 |
2.0494 |
|
|
18.08.2017 -Transfer |
-1290 |
0.0184 |
142267 |
2.0309 |
|
|
25.08.2017 -Transfer |
-591 |
0.0084 |
141676 |
2.0225 |
|
|
01.09.2017 -Transfer |
-8541 |
0.1219 |
133135 |
1.9006 |
|
|
20.10.2017 -Transfer |
-4104 |
0.0586 |
129031 |
1.8420 |
|
|
27.10.2017 -Transfer |
-223 |
0.0032 |
128808 |
1.8388 |
|
|
10.11.2017 -Transfer |
-25747 |
0.3676 |
103061 |
1.4713 |
|
|
17.11.2017 -Transfer |
-1162 |
0.0166 |
101899 |
1.4547 |
|
|
24.11.2017 -Transfer |
-101899 |
1.4547 |
0 |
0.0000 |
|
|
31.03.2018 |
0 |
0.0000 |
0 |
0.0000 |
|
|
7 |
GYAN TRADERS LIMITED |
||||
|
01.04.2017 |
74498 |
1.0635 |
|||
|
18.08.2017 -Transfer |
200 |
0.0029 |
74698 |
1.0664 |
|
|
08.09.2017 -Transfer |
302 |
0.0043 |
75000 |
1.0707 |
|
|
30.03.2018 -Transfer |
1576 |
0.0225 |
76576 |
1.0932 |
|
|
31.03.2018 |
76576 |
1.0932 |
76576 |
1.0932 |
|
|
8 |
MEENAKSHI MERCENTILES LTD * |
||||
|
01.04.2017 |
0 |
0.0000 |
|||
|
09.02.2018 -Transfer |
50000 |
0.7138 |
50000 |
0.7138 |
|
|
31.03.2018 |
50000 |
0.7138 |
50000 |
0.7138 |
|
|
SI. No. |
Shareholder''s Name |
Shareholding at the beginning [01.04.2017]/ end of the year [31.03.2018] |
Cumulative Shareholding during the year [01.04. 2017 to 31.03.2018] |
||
|
No. of Shares |
% of total shares of the Company |
No. of Shares |
% of total shares of the Company |
||
|
9 |
MAHESH TEJRAJ INANI * |
||||
|
01.04.2017 |
20535 |
0.2931 |
|||
|
02.06.2017 -Transfer |
499 |
0.0071 |
21034 |
0.3003 |
|
|
18.08.2017 -Transfer |
1000 |
0.0143 |
22034 |
0.3145 |
|
|
25.08.2017 -Transfer |
2500 |
0.0357 |
24534 |
0.3502 |
|
|
08.09.2017 -Transfer |
3500 |
0.0500 |
28034 |
0.4002 |
|
|
02.02.2018 -Transfer |
-6328 |
0.0903 |
21706 |
0.3099 |
|
|
09.02.2018 -Transfer |
-541 |
0.0077 |
21165 |
0.3021 |
|
|
23.02.2018 -Transfer |
1100 |
0.0157 |
22265 |
0.3178 |
|
|
31.03.2018 |
22265 |
0.3178 |
22265 |
0.3178 |
|
|
10 |
DR RAMESH CHIMANLAL SHAH |
||||
|
01.04.2017 |
32350 |
0.4618 |
|||
|
07.07.2017 -Transfer |
-1000 |
0.0143 |
31350 |
0.4475 |
|
|
14.07.2017 -Transfer |
-1350 |
0.0193 |
30000 |
0.4283 |
|
|
15.12.2017 -Transfer |
-1000 |
0.0143 |
29000 |
0.4140 |
|
|
12.01.2018 -Transfer |
-1000 |
0.0143 |
28000 |
0.3997 |
|
|
19.01.2018 -Transfer |
-1500 |
0.0214 |
26500 |
0.3783 |
|
|
31.03.2018 |
26500 |
0.3783 |
26500 |
0.3783 |
|
|
11 |
HARSHADKUMAR PRABHUDAS TANNA * |
||||
|
01.04.2017 |
22580 |
0.3223 |
|||
|
02.06.2017 -Transfer |
2046 |
0.0292 |
24626 |
0.3516 |
|
|
12.01.2018 -Transfer |
861 |
0.0123 |
25487 |
0.3638 |
|
|
31.03.2018 |
25487 |
0.3638 |
25487 |
0.3638 |
|
|
12 |
ASHA MUKUL AGRAWAL # |
||||
|
01.04.2017 |
52721 |
0.7526 |
|||
|
21.04. 2017 -Transfer |
-4130 |
0.0590 |
48591 |
0.6937 |
|
|
16. 06. 2017 -Transfer |
-6201 |
0.0885 |
42390 |
0.6051 |
|
|
23.06. 2017 -Transfer |
-11390 |
0.1626 |
31000 |
0.4425 |
|
|
07.07.2017 -Transfer |
-881 |
0.0126 |
30119 |
0.4300 |
|
|
14.07.2017 -Transfer |
-5119 |
0.0731 |
25000 |
0.3569 |
|
|
08.09.2017 -Transfer |
-6841 |
0.0977 |
18159 |
0.2592 |
|
|
15.09.2017 -Transfer |
-2004 |
0.0286 |
16155 |
0.2306 |
|
|
22. 09. 2017 -Transfer |
-3423 |
0.0489 |
12732 |
0.1818 |
|
|
30. 09. 2017 -Transfer |
-19 |
0.0003 |
12713 |
0.1815 |
|
|
06.10.2017 -Transfer |
-280 |
0.0040 |
12433 |
0.1775 |
|
|
13.10.2017 -Transfer |
-12433 |
0.1775 |
0 |
0.0000 |
|
|
31.03.2018 |
0 |
0.0000 |
0 |
0.0000 |
|
|
13 |
LINCOLN P COELHO |
||||
|
01.04.2017 |
30000 |
0.4283 |
|||
|
31.03.2018 |
30000 |
0.4283 |
30000 |
0.4283 |
|
|
31.03.2017 |
0 |
0.0000 |
0 |
0.0000 |
|
#
Not in the list of Top 10 shareholders as on 01/04/2017 The same has been reflected above since the shareholder was one of the Top 10 shareholders as on 31/03/2018.
Ceased to be in the list of Top 10 shareholders as on 31/03/2018. The same is reflected above since the shareholder was one of the Top 10 shareholders as on 01/04/2017.
v) Shareholding of Directors and Key Managerial Personnel
|
SI. |
Shareholder''s Name |
Shareholding at the beginning [01.04.2017]/ end of the year [31.03.2018] |
Cumulative Shareholding during the year [01.04. 2017 to 31.03.2018] |
||
|
No. |
No. of Shares |
% of total shares of the Company |
No. of Shares |
% of total shares of the Company |
|
|
10 |
BHAVANA KHEMKA |
||||
|
- Chief Financial Officer (till 14.12.2017) |
|||||
|
At the beginning of the year- 01.04.2017 |
0 |
0.0000 |
|||
|
At the end of the year - 31.03.2018 |
0 |
0.0000 |
|||
|
11 |
VIKASH JAIN |
||||
|
- Chief Financial Officer (w.e.f. 14.12.2017) |
|||||
|
At the begning of the year - 01.04.2017 |
0 |
0.0000 |
|||
|
At the end of the year - 31.03.2018 |
0 |
0.0000 |
|||
|
12 |
R MAHADEVAN IYER |
||||
|
- Company Secretary |
|||||
|
At the beginning of the year- 01.04.2017 |
6 |
0.0000 |
|||
|
At the end of the year -31.03.2018 |
6 |
0.0000 |
|||
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment ( Rs. in lacs)
|
Secured Loans excluding deposits |
Unsecured Loans |
Deposit |
Total Indebtedness |
|
|
Indebtedness at the beginning of the financial year |
||||
|
(i) Principal Amount |
1524.20 |
2184.95 |
3709.15 |
|
|
(ii) Interest due but not paid |
- |
- |
- |
|
|
(iii) Interest accrued but not due |
- |
20.46 |
20.46 |
|
|
Total (i ii iii) |
1524.20 |
2205.41 |
- |
3729.61 |
|
Change in Indebtedness during the financial year |
||||
|
Addition |
141.86 |
- |
- |
141.86 |
|
Reduction |
- |
(85.68) |
- |
(85.68) |
|
Net Change |
141.86 |
(85.68) |
- |
56.18 |
|
Indebtedness at the end of the financial year |
||||
|
(i) Principal Amount |
1666.06 |
2112.45 |
- |
3778.51 |
|
(ii) Interest due but not paid |
- |
- |
- |
- |
|
(iii) Interest accrued but not due |
- |
7.28 |
- |
7.28 |
|
Total (i ii iii) |
1666.06 |
2119.73 |
- |
3785.79 |
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL, PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager
|
SI. |
Particulars of Remuneration |
Total Amount (Rs.) |
|
|
No. |
Mr. C K Dhanuka Managing Director |
Mr. Mrigank Dhanuka Executive Director |
|
|
1. |
Gross Salary |
||
|
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 |
10,53,667 |
1,72,769 |
|
|
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 |
11,40,505 |
||
|
(c) Profits in lieu of salary under Section 179(3) Income-tax Act, 1961 |
|||
|
2. |
Stock Option |
||
|
3. |
Sweat Equity |
||
|
4. |
Commision |
||
|
as % of profit |
4,00,000 |
2,00,000 |
|
|
others, specify.. |
|||
|
5. |
Others, please specify # |
3,43,555 |
13,821 |
|
Total |
29,37,727 |
3,86,590 |
|
|
Ceiling as per the Act |
10% of the net profits calculated u/s 198 of the Act |
||
Mr. C. K. Dhanuka was appointed Managing Director for 5 years w.e.f. 09.09.2014 and Mr. Mrigank Dhanuka was appointed as an Executive Director for 5 years w.e.f. 14.02.2018.
# Includes Companies contribution to Provident Fund, Superannuation & Gratuity Fund.
B. Remuneration to other Directors
|
Particulars of Remuneration |
Name of the Directors |
Total Amount (Rs) |
||||
|
3. |
Independent Directors |
Basudeo Beriwala |
Bharat Bajoria |
Nandini Khaitan * |
Vivek Goenka |
|
|
i) Fee for attending Board meeting |
40,000 |
40,000 |
40,000 |
30,000 |
150,000 |
|
|
ii) Fee for attending Committee meetings |
55,000 |
25,000 |
25,000 |
30,000 |
135,000 |
|
|
Commission |
- |
- |
- |
- |
- |
|
|
Others, please specify |
- |
- |
- |
- |
- |
|
|
Total (1) |
95,000 |
65,000 |
65,000 |
60,000 |
2,85,000 |
|
|
4. |
Other Non-Executve Director |
Mrigank Dhanuka# |
Rajiv Kr Sharma |
|||
|
Fee for attending Board meeting |
20,000 |
40,000 |
- |
- |
60,000 |
|
|
Commission |
- |
- |
- |
- |
- |
|
|
Others, please specify |
- |
- |
- |
- |
- |
|
|
Total (2) |
20,000 |
40,000 |
- |
- |
60,000 |
|
|
Total B = (1 2) |
1,15,000 |
1,05,000 |
65,000 |
60,000 |
3,45,000 |
|
|
Total Managerial Remuneration |
||||||
|
Overall Ceiling as per the Act |
||||||
* Paid to Khaitan & Co. LLP
# No sitting fee was payable to Mr. Mrigank Dhanuka since his appointment as an Executive Director w.e.f.14.02.2018.
C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD
|
Particulars of Remuneration |
Key Managerial Personnel |
Total Amount (Rs.) |
||||
|
P C Dhandhania |
Bhavana Khemka* |
Vikash Jain* |
R Mahadevan |
|||
|
CEO |
CFO |
Chief Financial Officer |
Company Secretary |
|||
|
1. |
Gross Salary |
|||||
|
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 |
13,20,000 |
6,03,663 |
5,50,000 |
6,84,000 |
31,57,663 |
|
|
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 |
69,752 |
42,750 |
56,600 |
187,670 3,56,772 |
||
|
(c) Profits in lieu of salary under Section 179(3) Income-tax Act, 1961 |
||||||
|
2. |
Stock Option |
|||||
|
3. |
Sweat Equity |
|||||
|
4. |
Commision |
|||||
|
as % of profit |
||||||
|
others, specify.. |
||||||
|
5. |
Others, please specify# |
3,39,200 |
84,637 |
71,155 |
113,460 |
6,08,452 |
|
Total |
17,28,952 |
7,31,050 |
6,77,755 |
9,85,130 |
41,22,887 |
|
* Employed for part of the year; Mr. Vikash Jain was appointed CFO w.e.f. 14.12.2017 in place of Ms. Bhavana Khemka who resigned.
# Includes Company''s contribution to Provident Fund, Gratuity Fund & Superannuation Fund (where applicable).
VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES :
|
Type |
Section of the Companies Act |
Brief Description |
Details of Penalty/ Punishment/ Compounding fees imposed |
Authority [RD/NCLT/ COURT] |
Appeal made, if any (give details) |
|
|
A. |
COMPANY |
|||||
|
Penalty |
||||||
|
Punishment |
None |
|||||
|
Compounding |
||||||
|
B. |
DIRECTORS |
|||||
|
Penalty |
||||||
|
Punishment |
None |
|||||
|
Compounding |
||||||
|
C. |
OTHER OFFICERS IN DEFAULT |
|||||
|
Penalty |
||||||
|
Punishment |
None |
|||||
|
Compounding |
Annexure -
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the
Directors'' Report for the year ended 31st March, 2018.
A. Conservation of Energy:
i) Steps taken or impact on conservation of energy:
Old Generator sets which were replaced with fuel efficient new Generator sets resulted in more KWH per litre of diesel in Tea Estates and contained the Power & Fuel cost.
The CFL / LED Bulbs which replaced the condensed bulbs in the factories and bungalows helped in reducing the energy consumption.
Supply of high calorific value coal from North-East Coalfields (Marghereta) with less ash content helped to maintain the required temperature for improvement in Quality as well as reduction in coal consumption.
Automatic Voltage Regulator have been installed at Dhunseri Tea Estate to utilize efficiently the grid supply to overcome the low voltage supply.
Capacitors are used to improve the power factor to 90 and above in most of the factories.
Interlocking of machineries have been initiated to reduce the connected load wherever possible and to minimize demand charges.
ii) Steps taken by the Company for using alternate sources of energy:
a) Tufflex sheets are used for natural light to reduce the consumption of electricity in all the factory buildings and stores.
b) Sunlight Powered bulbs made from plastic bottles to light up stores and other areas in the factory during day time will save energy.
iii) Capital investment on energy conservation equipment:
Trial runs of the continuous physical withering (CPW) machines at its tea factories at Dhunseri and Bahipookri was initiated last year. However, the same will be fully operational this year and is expected to bring quality improvement by even withering.
B. Technology Absorption:
(i) The efforts made towards technology absorption:
Indigenously developed technologies for the improvement of production both in field and factory were adopted and required modifications and innovations were done on a continuous basis.
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:
Garden has used pruning machines to save on manpower and utilise the saved manpower for other development works.
Augor machines are used for digging pits for planting to save manpower and also speed up the planting work.
Machine plucking harvester are being undertaken and it is proposed to cover larger areas during the current Season. Quality parameters for machine plucking is monitored and action is being taken to improve the same.
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
(a) The details of technology imported: Nil
(b) The year of import: Nil
(c) Whether the technology been fully absorbed: Not applicable
(d) If not fully absorbed, areas where absorption has not taken place and the reasons therefore : Not applicable.
(iv) The expenditure incurred on Research and Development:
The Company subscribes to Tea Research Associations, which does R & D work for the tea industries and their expert advice is also being obtained through visits by their Advisory Officers to the garden from time to time.
C. Foreign Exchange Earnings and Outgo:
Earnings in foreign exchange Rs. 15.59 lakhs (Previous year Rs.16.34 lakhs)
Foreign Exchange Outgo Rs.102.58 Lakhs (Previous year Rs.49.58 lakhs)
Annexure - IV
Details Pertaining to Employees as required under Section 197(12) of the
Companies Act, 2013
STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
|
SI. |
Name |
Qualification |
Designation |
Date of Birth |
Date of Joining |
Remuneration (Rs.) |
|
1 |
Chandra Kumar Dhanuka |
B.Com |
Chairman & Managing Director |
19-01-54 |
07-02-75 |
29,37,727 |
|
2 |
Kailash Kumar Tibrewalla |
M.Com |
Senior Vice President |
22-07-50 |
01-07-69 |
19,93,410 |
|
3 |
Prakash Chandra Dhandhania |
M.Sc (Agriculture) |
Chief Executive Officer |
06-09-61 |
25-04-07 |
17,28,952 |
|
4 |
Vivek Bhasin |
B.Com(Hons) |
Chief Executive Plantations |
27-12-62 |
01-04-06 |
14,29,057 |
|
5 |
Anuj Kumar Jha |
B.Sc (Stat) |
Marketing Manager |
01-11-60 |
14-06-12 |
13,09,274 |
|
6 |
Ashwin Ohri |
B.Sc. (Botany) |
General Manager |
31-07-59 |
08-07-12 |
12,31,300 |
|
7 |
Raja Shah |
B.Com(Hons) |
Purchase Manager |
26-06-69 |
08-05-14 |
10,69,240 |
|
8 |
Jiten Kumar Gogol |
B.Sc (Geology) |
Manager |
16-03-65 |
26-10-10 |
9,94,500 |
|
9 |
R. Mahadevan |
M.Com; LLB; A.I.C.W.A; A.C.S |
Company Secretary |
07-07-53 |
09-09-14 |
9,85,130 |
|
10 |
Gokul Bhuyan |
MA (History) |
General Manager |
24-05-60 |
22-06-02 |
9,83,100 |
|
Persons in service for the whole year and drawing emoluments more than Rs. 1,02,00,000/- per annum, other than above |
|
NIL |
|
Persons employed for part of the year drawing emoluments more than Rs. 8,50,000/- per month |
|
NIL |
|
Note: 1) None of the employees listed above is a relative of any director of the Company. 2) Other than Mr. C. K. Dhanuka, who holds 9104 shares and Mr. R.Mahadevan who holds 6 shares, none of the other employees listed above hold any equity shares in the Company. 3) Nature of employment is contractual. |
Form No. MR-3 SECRETARIAL AUDIT REPORT
For the financial year ended on 31st March, 2018
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Dhunseri Tea & Industries Limited CIN: L15500WB1997PLC085661 Dhunseri House, 4A, Woodburn Park, Kolkata - 700 020
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Dhunseri Tea & Industries Limited (hereinafter referred as ''the Company''). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31 March 2018 (''Audit Period'') complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March 2018, according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder and Companies Act, 1956, to the extent not repealed;
(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999, and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings - Not applicable to the Company during the Audit Period;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act1):
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (SEBI (ICDR) Regulations, 2009);- Not Applicable to the Company during the Audit Period
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 notified on 28 October 2014 - Not applicable to the Company during the Audit Period;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008- Not applicable to the Company during the Audit Period;
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable to the Company during the Audit Period;
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not applicable to the Company during the Audit Period;
(i) The Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations 2015 (herewith referred as Listing Regulations); and
I have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India.
I have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company.
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
I further report that:
⢠The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors including a Woman Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
⢠Adequate notice is given to all directors for the Board Meetings, including Committees thereof, along with agenda and detailed notes on agenda at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting by the directors.
⢠All decisions at Board Meetings and Committee Meetings are carried out unanimously and recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.
I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period, there was no other event/action having major bearing on the Company''s affairs.
|
For M Shahnawaz & Associates |
|
|
Practicing Company Secretaries |
|
|
Md. Shahnawaz |
|
|
Proprietor |
|
|
Kolkata |
Membership No.: 21427 |
|
May 21, 2018 |
CP No.: 15076 |
Mar 31, 2017
We have pleasure in presenting the 20th Annual Report together with the financial results of the Company for the year ended 31st March, 2017.
1. Financial Results: (Rs. in lakhs)
|
Particulars |
Standalone |
Consolidated |
||
|
Accounting year ended |
Accounting year ended |
|||
|
31.03.2017 |
31.03.2016 |
31.03.2017 |
31.03.2016 |
|
|
1 Income from Operations |
|
|||
|
A Net Sales/Income from Operations |
18772.07 |
18,261.39 |
30182.32 |
27,307.93 |
|
B Other Operating Income |
0.97 |
47.63 |
0.97 |
47.63 |
|
Total Income from Operations |
18773.04 |
18,309.02 |
30183.29 |
27,355.56 |
|
|
||||
|
2 Expenses |
|
|||
|
A Cost of Materials Consumed |
3362.49 |
3,464.95 |
3513.00 |
3,464.95 |
|
|
||||
|
B Changes in Inventories of finished goods and stock in trade |
170.14 |
(510.41) |
163.50 |
(433.02) |
|
C Employee Benefits Expense |
6385.92 |
5,779.18 |
7553.04 |
6,962.15 |
|
D Depreciation expense |
723.58 |
538.56 |
1681.09 |
888.78 |
|
E Freight, Delivery & Selling Expenses |
1539.42 |
1,193.35 |
1827.69 |
1,882.93 |
|
F Power & Fuel |
1754.18 |
1,721.34 |
2859.86 |
3,536.00 |
|
G Other Expenses |
3302.98 |
3,403.50 |
8769.39 |
8,264.56 |
|
Total Expenses |
17238.71 |
15,590.47 |
|
24,566.35 |
|
26367.57 |
||||
|
3 Profit from Operations before Other Income, Finance costs and Exceptional items (1-2) |
1534.33 |
2,718.55 |
3815.72 |
2,789.21 |
|
4 Other Income |
189.16 |
342.62 |
798.44 |
1,284.98 |
|
5 Profit from Ordinary activities before Finance costs (3 4) |
1723.49 |
3,061.17 |
4614.16 |
4,074.19 |
|
6 Finance costs |
338.30 |
280.71 |
820.70 |
873.03 |
|
7 Profit from Ordinary activities before tax (5-6) |
1385.19 |
2,780.46 |
3793.46 |
3,201.16 |
|
8 Tax Expense : |
|
|||
|
Current Year |
330.00 |
615.00 |
959.10 |
640.35 |
|
Adjustment for earlier years |
0.70 |
33.98 |
0.70 |
37.24 |
|
Deferred Tax |
43.37 |
(90.27) |
111.89 |
(7.31) |
|
9 Net Profit after Tax (7 - 8) |
1011.12 |
2,221.75 |
2721.77 |
2,530.88 |
|
10 Paid up Equity Share Capital (Face Value Rs 10/- per share) |
700.50 |
700.50 |
700.50 |
700.50 |
|
11 Reserve Excluding Revaluation Reserve |
16936.12 |
15,925.01 |
13554.48 |
11,356.36 |
|
12 Earnings per share (of Rs 10/- each) (not annualized): |
|
|||
|
(a) Basic(Rs.) |
14.43 |
31.72 |
38.85 |
36.13 |
|
(b) Diluted (Rs.) |
14.43 |
31.72 |
38.85 |
36.13 |
2. Dividend:
The Directors recommend a dividend of f 8.00 per equity share i.e. @80% for the financial year ended 31st March, 2017 subject to approval of the shareholders at the ensuing Annual General Meeting. The dividend on equity shares, if approved by the members would involve a cash outflow of Rs. 674.48 lakhs including dividend tax.
3. Transfer to Reserves:
The Company proposes to transfer Rs.500.00 lakhs to the general reserve out of the amount available for appropriation and an amount of Rs. 1682.91 lakhs is proposed to be retained in the profit and loss account.
4. Operations:
The total tea manufacturing and sales in respect of the Indian operations for the year under review was 10.36 and 10.62 mn kg. as against 10.18 and 9.62 mn kg. respectively in the previous year. The production for the year under review was comparatively more by about 1.75%. The sales in terms of volume were more by about 10.41% and the average realizations were less by about 6.79% for the year under review in comparison to the previous year.
The total tea manufacturing and sales in respect of the African operations for the year under review was about 8.70 and 8.64 mn kg. as against 7.47 and 7.41 mn kg. respectively in the previous year. The manufacture and sale of tea were more for the year under review. The tea sales in terms of volume were also more by about 14% and the average realization was more by about 11% in comparison to the previous year.
The production and sale of macadamia in terms of volume was about 0.26 and 0.28 mn. kg as against 0.36 and 0.38 mn kg respectively in the previous year. The production of macadamia in terms of volume was less by about 39% and the sales in terms of volume was less by about 25% in comparison to the previous year.
5. Subsidiary Companies:
The Company has following five wholly owned subsidiaries as on March 31, 2017 :
i) Dhunseri Petrochem & Tea Pte Ltd (DPTPL):
ii) Makandi Tea & Coffee Estates Ltd (MTCEL)
iii) Kawalazi Estate Company Ltd (KECL)
iv) A.M. Henderson & Sons Ltd. (AMHSL)
v) Elfin Heights Private Limited (EHPL).
The entire share capital of the subsidiaries i.e. AMHSL, is held by MTCEL and that of MTCEL and KECL are held by DPTPL and that of DPTPL and EHPL are held by the Company, making them 100% wholly owned subsidiaries of the Company. There has been no material change in the nature of the business of the subsidiaries.
There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (âActâ).
Pursuant to provisions of Section 129(3) of the Act, a statement in Form AOC-1 containing the salient features of the financial statements of the Companyâs subsidiaries is attached to the financial statements of the Company. Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.
6. Listing:
The equity shares of the Company are listed on BSE and NSE.
7. Directorsâ Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors confirm:
(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;
(ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) that they have prepared the annual accounts on a ''going concernâ basis.
(v) that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.
(vi) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
The work performed by the internal auditor, statutory auditor and secretarial auditor and the reviews performed by management and the audit committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2016-17.
8. Directors & Key Managerial Personnel:
Mr. Mrigank Dhanuka, retires by rotation at the ensuing 20th Annual General Meeting, and being eligible offers himself for reappointment.
Section 149(13) states that the provisions of sub-section (6) and (7) of Section 152 of the Companies Act, 2013 relating to retirement of directors by rotation shall not be applicable to the independent directors.
Further, declaration under Section 149(7) have been received from all the Independent Directors of the Company confirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013. There has been no change in the Key Managerial Personnel of the Company during the year.
9. Number of Meetings of the Board :
The Board met four times during the financial year 2016
17. The details have been provided in the Corporate Governance Report in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is annexed to this Report.
10. Board Evaluation :
An annual evaluation of the performances of the Board, its committees and individual directors was undertaken during the year and has been disclosed in the Corporate Governance Report.
11. Policy on directorsâ appointment and remuneration and other details :
The Companyâs policy on directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report.
12. Internal financial control systems and their adequacy :
The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of the Corporate Governance Report.
13. Audit Committee :
The details pertaining to composition of audit committee are included in the Corporate Governance Report.
14. Auditors:
Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s. Lovelock & Lewes, Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of five years at the 17th Annual General Meeting (AGM) of the Company held on 8th September, 2014, subject to ratification of their appointment at every AGM. Their reappointment for the year 2017-18 is required to be ratified by the shareholders at the ensuing 20th AGM of the Company.
15. Auditorsâ Report and Secretarial Auditorsâ Report
The Auditorsâ Report and Secretarial Auditorsâ Report are self-explanatory and does not contain any qualifications, reservations or adverse remarks and have been annexed to the report.
16. Risk Management:
The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
The development and implementation of risk management policy has been covered in the management 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 the financial statements.
18. Transactions with Related Parties :
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
Your Directors draw attention of the members to Note No. 32 to the financial statement which sets out related party disclosures.
19. Managementâs Discussion and Analysis Report
The Managementâs Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Corporate Governance Report.
20. Corporate Social Responsibility
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the Companyâs website:www.dhunsertea.com.
21. Extract of annual return
As stipulated under Section 92(3) of the Act, an extract of annual return is given in Annexure II in the prescribed Form MGT-9, which forms part of this report.
22. Particulars of employees
The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:
|
Non-executive Directors |
Remuneration for the Year ended 31.03.2017 (Rs.) |
Ratio to median remuneration |
|
1. Mr. Mrigank Dhanuka |
30,000 |
0.52 : 1 |
|
2. Mr. R.K. Sharma |
30,000 |
0.52 : 1 |
|
3. Mr. Bharat Bajoria |
65,000 |
1.12 : 1 |
|
4. Mr. Basudeo Beriwala |
60,000 |
1.03:1 |
|
5. Ms. Nandini Khaitan |
40,000 |
0.69 : 1 |
|
6. Mr. Ashok Kumar Lohia |
75,000 |
1.29 : 1 |
|
Executive Director |
||
|
1. Mr. C.K. Dhanuka |
52,76,665 |
90.98 : 1 |
The median remuneration of employees for financial year2016-17 isRs.0.58 lacs.
b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:
|
Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary |
% increase in remuneration in the financial year |
|
1 Mr. C. K.Dhanuka, Managing Director |
-46.69 |
|
2. Mr. Mrigank Dhanuka, Director |
33.33 |
|
3. Mr. Bharat Bajoria, Director |
No change |
|
4. Mr. Basudeo Beriwala, Director |
-33.33 |
|
5 Ms. Nandini Khaitan, Director |
No change |
|
6 Mr. Ashok Kumar Lohia, Director |
73.33 |
|
7. Mr. R. K. Sharma, Director |
No change |
|
8. Mr. P C. Dhandhania, Chief Executive Officer |
No change |
|
9. Ms. Bhavana Khemka, Chief Financial Officer |
6.24 |
|
10. Mr. R. Mahadevan, Company Secretary |
8.96 |
c. The percentage increase in the median remuneration of employees in the financial year: 8.50%.
d. The number of permanent employees on the rolls of Company: 5053
e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
Average percentile increase already made in the salaries of employees other than the managerial personnel in the financial year 2016-17 was 13.01% and in the case of managerial remuneration the increase / (decrease) was (46.69)%. The remuneration payable to executive director has variable component which is dependent on the profit of the Company and other employees remuneration has fixed pay which depends on his/her performance.
f. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company.
g. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out in Annexure IV forming part of this report.
23. Disclosure requirements:
As stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Corporate Governance Report along with the auditorsâ certificate thereon and management discussion and analysis are attached, which form part of this report.
The code of conduct for the Board of Directors and the senior management adopted by the Company is available on the companyâs website (http://dhunseritea.com/investors-investors/code-of-conduct/)
Details of the familiarization programme of the independent directors are available on the Companyâs website (http://dhunseritea.com/wp-content/uploads/2015/06/ Familiarisation-Programme-of-Independent-Directors.pdf). Policy for determining material subsidiaries of the Company is available on the Companyâs website : (http://dhunseritea.com/wp-content/uploads/2015/03/policy-for-determining-material-subsidiary.pdf).
Policy on dealing with related party transactions is available on the Companyâs website (http://dhunseritea.com/wp-content/uploads/2015/04/Related-party-transaction-policy.pdf). The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and the said policy is available on the Companyâs website : (http://dhunseritea.com/wp-content/uploads/2015/03/vigil- mechanism.pdf).
24. Deposits from public:
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
25. State of Companyâs affairs:
The present state of the Companyâs affairs is progressive enough viz-a-viz the industry and there is no any development which could result in an adverse situation for the Company in the near future. There is neither any change in the nature of business of the Company nor any significant and material orders was passed by any regulator or court or tribunals impacting the going concern status affecting the Companyâs operation in future.
26. Material changes and commitments, if any, affecting the financial position of the Company:
There are no such material changes and commitments which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
27. Particulars regarding conservation of energy & technology absorption etc:
The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure III which forms part of this report.
28. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
The Company has set up an Internal Complaints Committee (ICC) under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints received and / or disposed off during 2016-17. The Committee met once during the financial year 2016-17.
29. Green Initiatives:
As part of our green initiative, the electronic copies of this Annual Report including the Notice of the 20th AGM are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of this Annual Report including the Notice of the 20th AGM are sent by permitted mode.
The Company is providing e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies ( Management and Administration) Rules, 2014. The instructions for e-voting is provided in Note 10 annexed to the Notice.
30. Acknowledgement:
Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the banks and other authorities. Your Directors also thank the employees of the Company for their valuable service and support during the year. Your Directors also gratefully acknowledge with thanks the cooperation and support received from the shareholders of the Company.
For and on behalf of the Board of Directors
Kolkata C.K.DHANUKA
22nd May, 2017 Chairman
Mar 31, 2016
Directors'' Report
We have pleasure in presenting the 19th Annual Report together with the Financial Statements of the Company for the year ended 31st March, 2016.
1. Financial Results (Rs.In Lakhs)
|
Particulars |
STANDALONE |
CONSOLIDATED |
|||
|
Accounting year ended |
Accounting year ended |
||||
|
|
31.03.2016 |
31.03.2015 |
31.03.2016 |
31.03.2015 |
|
|
1 |
Income from Operations |
|
|
|
|
|
|
a. Net Sales/ Income from Operations |
18,261.39 |
16,379.21 |
27,307.93 |
26,754.58 |
|
|
b. Other Operating Income |
47.63 |
42 .71 |
47.63 |
42.71 |
|
|
Total Income from Operations |
18,309.02 |
16,421.92 |
27,355.56 |
26,797.29 |
|
2 |
Expenses |
|
|
|
|
|
|
a. Cost of Materials Consumed |
3,464.95 |
3,397.29 |
3,464.95 |
3,397.29 |
|
|
b. Changes in Inventories of finished goods and stock in trade |
(510.41) |
(320.62) |
(433.02) |
(8.75) |
|
|
c. Employee Benefits Expense |
5,779.18 |
4644.42 |
6,962.15 |
5,762.53 |
|
|
d. Depreciation Expense |
538.56 |
612.36 |
888.78 |
979.88 |
|
|
e. Freight, Delivery & Selling Expenses |
1,193.35 |
896.70 |
1,882.93 |
1,400.30 |
|
|
f. Power & Fuel |
1,721.34 |
1,774.50 |
3,536.00 |
3,000.31 |
|
|
g. Other Expenses |
3,403.50 |
3,283.94 |
8,264.56 |
9,001.72 |
|
|
Total Expenses |
15,590.47 |
14,288.59 |
24,566.35 |
23,533.28 |
|
3 |
Profit from Operations before Other Income, Finance costs and Exceptional items (1-2) |
2,718.55 |
2,133.33 |
2,789.21 |
3,264.01 |
|
4 |
Other Income |
342.62 |
297.54 |
1,284.98 |
778.69 |
|
5 |
Profit from Ordinary activities before Finance costs (3 4) |
3,061.17 |
2,430.87 |
4,074.19 |
4,042.70 |
|
6 |
Finance costs |
280.71 |
358.98 |
873.03 |
818.57 |
|
7 |
Profit from Ordinary activities before tax (5-6) |
2,780.46 |
2,071.89 |
3,201.16 |
3,224.13 |
|
8 |
Tax Expense : |
|
|
|
|
|
|
Current Year |
615.00 |
435.00 |
640.35 |
435.00 |
|
|
Adjustment for earlier years |
33.98 |
(67.99) |
37.24 |
(67.99) |
|
|
Deferred Tax |
(90.27) |
(51.76) |
(7.31) |
26.27 |
|
9 |
Net Profit after Tax (7 - 8) |
2,221.75 |
1,756.64 |
2,530.88 |
2,830.85 |
|
10 |
Paid up Equity Share Capital (Face Value Rs.10/- per share) |
700.50 |
700.50 |
700.50 |
700.50 |
|
11 |
Reserve Excluding Revaluation Reserve |
15,925.01 |
14,377.74 |
11,356.36 |
11,481.28 |
|
12 |
Earnings per share (of Rs.10/- each): |
|
|
|
|
|
|
(a) Basic (Rs.) |
31.72 |
25.08 |
36.13 |
40.41 |
|
|
(b) Diluted (Rs.) |
31.72 |
25.08 |
36.13 |
40.41 |
2. Dividend
The Directors recommend a dividend of Rs.8.00 per equity share i.e. @ 80% for the financial year ended 31st March, 2016 subject to approval of the shareholders at the ensuing Annual General Meeting. The dividend on equity shares, if approved by the members would involve a cash outflow of Rs.674.48 lakhs including dividend tax.
3. Transfer to reserves
The Company proposes to transfer Rs.1,000.00 lakhs to the general reserve out of the amount available for appropriation and an amount of Rs. 1,171.79 lakhs is proposed to be retained in the profit and loss account.
4. Operations
The total tea manufacturing and sales in respect of the Indian operations for the year under review was 10.18 and 9.62 mn kg. as against 9.74 and 9.35 mn kg. respectively in the previous year. The production for the year under review was comparatively more by about 4.60%. The sales in terms of volume were more by about 2.94% and the average realizations were also more by about 8.00% for the year under review in comparison to the previous year.
The total tea manufacturing and sales in respect of the African operations for the year under review was about 7.47 and 7.41 mn kg. as against 8.50 and 9.15 mn kg. respectively in the previous year. The manufacture and sale of tea were less for the year under review . The tea sales in terms of volume were also less by about 19% although the average realization was marginally better in comparison to the previous year.
The production and sale of macadamia in terms of volume was about 0.58 and 0.60 mn. Kg as against 0.61 and 0.60 mn kg respectively in the previous year. The production of macadamia in terms of volume was less by about 5% whereas the sales in terms of volume was almost similar in comparison to the previous year.
5. Subsidiary Companies
The Company has following three wholly owned subsidiaries as on March 31, 2016 :
i) Dhunseri Petrochem & Tea Pte Ltd (DPTPL):
ii) Makandi Tea & Coffee Estates Ltd (MTCEL) &
iii) Kawalazi Estate Company Ltd (KECL)
The entire share capital of the subsidiaries i.e. MTCEL and KECL are held by DPTPL and that of DPTPL are held by the Company, making them 100% wholly owned subsidiaries of the Company.
There has been no material change in the nature of the business of the subsidiaries.
There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").
Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the Company.
Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.
6. Listing
The equity shares of the Company are listed on BSE and NSE.
7. Directors'' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors confirm:
(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;
(ii) that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) that they have prepared the annual accounts on a ''going concern'' basis.
(v) that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.
(vi) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
The work performed by the internal auditor, statutory auditor and secretarial auditor and the reviews performed by management and the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.
8. Directors & Key Managerial Personnel
Mr. Rajiv Kumar Sharma, who was appointed as a director of the Company on 9th September, 2014, in a casual vacancy, retires by rotation at the ensuing 19th Annual General Meeting, and being eligible offers himself for reappointment. The Board recommends his reappointment.
Mr Basudeo Beriwala, Ms. Nandini Khaitan and Mr. Ashok Kumar Lohia, were appointed at the last AGM as independent directors of the Company for a term of five consecutive years w.e.f. 9th September, 2014. Mr. Bharat Bajoria, was earlier appointed as an independent director for five consecutive years w.e.f. 8th September, 2014.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act.
There has been no change in the Key Managerial Personnel of the Company during the year.
9. Number of Meetings of the Board
The Board met four times during the financial year 2015-16. The details have been provided in the Corporate Governance Report in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is annexed to this Report.
10. Board evaluation
An annual evaluation of the performances of the Board, its committees and individual directors was undertaken during the year.
11. Policy on directors'' appointment and remuneration and other details
The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Directors'' Report.
12. Internal financial control systems and their adequacy
The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this Report.
13. Audit committee
The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this Report.
14. Auditors
Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s. Lovelock & Lewes, Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of five years at the 17th Annual General Meeting (AGM) of the Company held on 8th September, 2014, subject to ratification of their appointment at every AGM. Their reappointment for the year 2016-17 is required to be ratified by the shareholders at the ensuing 19th AGM of the Company.
16. Auditors'' report and secretarial auditors'' report
The auditors'' report and secretarial auditors'' report does not contain any qualifications, reservations or adverse remarks and have been annexed to the Report.
17. Risk management
The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
The development and implementation of risk management policy has been covered in the Management 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 the financial statements.
19. Transactions with Related Parties
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
Your Directors draw attention of the members to Note No. 32 to the financial statement which sets out related party disclosures.
20. Management''s Discussion and Analysis Report
The Management''s Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 , is presented in a separate section forming part of the Annual Report.
21. Corporate social responsibility
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the Company''s website:www.dhunsertea.com.
22. Extract of annual return
As stipulated under Section 92(3) of the Act, an extract of annual return is given in Annexure II in the prescribed Form MGT-9, which forms part of this Report.
23. Particulars of employees
The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:
|
Non-executive directors |
Remuneration for the Year ended 31.03.2016 (Rs.) |
Ratio to median remuneration |
|
1. Mr. Mrigank Dhanuka |
20,000 |
0.38 :1 |
|
2. Mr. R.K. Sharma |
30,000 |
0.57 :1 |
|
3. Mr. Bharat Bajoria |
65,000 |
1.23 :1 |
|
4. Mr. Basudeo Beriwala |
80,000 |
1.51 :1 |
|
5. Ms. Nandini Khaitan |
40,000 |
0.75 :1 |
|
6. Mr. Ashok Kumar Lohia |
20,000 |
0.38 :1 |
|
Executive director |
|
|
|
1. Mr. C.K. Dhanuka |
98,98,147 |
186.76 :1 |
The median renumeration of employees for financial year 2015-16 is Rs.0.53 Lacs
b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:
|
Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary |
% increase in remuneration in the financial year |
|
|
1 |
Mr. C. K. Dhanuka Managing Director# |
37 |
|
2. |
Mr. Mrigank Dhanuka# |
No increase |
|
3. |
Mr. Bharat Bajoria# |
333 |
|
4. |
Mr. Basudeo Beriwala# |
300 |
|
5. |
Ms. Nandini Khaitan# |
166 |
|
6. |
Mr. Ashok Kumar Lohia# |
(43) |
|
7. |
Mr. R.K. Sharma |
50 |
|
8. |
Mr. P. C. Dhandhania Chief Executive Office |
No change |
|
9 |
Ms. Bhavna Khemka Chief Financial Officer |
11 |
|
10. |
Mr. R. Mahadevan Company Secretary# |
70 |
# During previous year the remuneration paid to directors & KMP were for part of the year.
c. The percentage increase in the median remuneration of employees in the financial year: 25%.
d. The number of permanent employees on the rolls of Company: 5144
e. The explanation on the relationship between average increase in remuneration and Company performance:
On an average, employees received an annual increase of about 25%. The individual increments varied from about 10% to 25% based on individual performance.
The increase in remuneration is in line with the market trends. In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance apart from an individual''s performance.
f. Comparison of the remuneration of the key managerial personnel (KMP) against the performance of the Company:
|
Aggregate remuneration of KMP in FY16 (Rs. Lakhs) |
136.42 |
|
Revenue (Rs. Lakhs) |
18261 |
|
Remuneration of KMPs (as % of revenue) |
0.74 |
|
Profit before Tax (PBT) (Rs. Lakhs) |
2221 |
|
Remuneration of KMP (as % of PBT) |
6.05 |
g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:
|
Particulars |
March 31, 2016 |
March 31, 2015* |
% Change |
|
Market Capitalization (Rs. lakhs)# |
17162.13 |
14402.18 |
19.16 |
|
Price Earnings Ratio# |
7.72 |
8.20 |
(0.48) |
(# Based on BSE figures)
h. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
Average percentile increase already made in the salaries of employees other than the managerial personnel in the financial year 2015-16 was 19.83% and in the case of managerial remuneration the increase was 30.10%. The remuneration payable to executive director has variable component which is dependent on the profit of the Company and other employees remuneration has fixed pay which depends on his/ her performance.
i. Comparison of each remuneration of the key managerial personnel against the performance of the Company:
(Rs. In lakhs)
|
Mr.C.K. Dhanuka Managing Director |
Mr. P.C. Dhandhania Chief Executive Officer |
Ms. Bhavana Khemka Chief Financial Officer |
Mr. R. Mahadevan Company Secretary |
|
|
Remuneration in FY16 |
98.98 |
17.30 |
9.92 |
8.13 |
|
Revenue |
|
18261 |
|
|
|
Remuneration (% of revenue) |
0.54 |
0.09 |
0.05 |
0.04 |
|
Profit before Tax (PBT) |
|
2221 |
|
|
|
Remuneration (% of PBT) |
4.46 |
0.78 |
0.45 |
0.37 |
j. The key parameters for any variable component of remuneration availed by the directors:
There is no variable component of remuneration in case of non-executive directors as only sitting fees is paid to them for attending Board / Committee Meetings. But in case of executive director the variable component is commission which depends on the profit of the Company.
k. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None.
l. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company.
m. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out in Annexure IV forming part of this Report.
24. Disclosure requirements
As stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Corporate Governance Report along with the auditors'' certificate thereon and Management Discussion and Analysis are attached, which form part of this Report.
The code of conduct for the Board of Directors and the senior management adopted by the Company is available on the Company''s website (http://dhunseritea.com/investors-investors/ code-of-conduct/)
Details of the familiarization programme of the independent directors are available on the Company''s website (http:// dhunseritea.com/wp-content/uploads/2015/06/Familiarisation-Programme-of-Independent-Directors.pdf).
Policy for determining material subsidiaries of the Company is available on the Company''s website (http://dhunseritea.com/ wp-content/uploads/2015/03/policy-for-determining-material-subsidiary.pdf).
Policy on dealing with related party transactions is available on the Company''s website (http://dhunseritea.com/wp-content/ uploads/2015/04/Related-party-transaction-policy.pdf).
The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and the said policy is available on the Company''s website (http://dhunseritea.com/wp-content/uploads/2015/03/vigil-mechanism.pdf).
25. Deposits from public
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
26. State of Company''s affairs
The present state of the Company''s affairs is progressive enough viz-a-viz the industry and there is no other development which could result in an adverse situation for the Company in the near future. There is neither any change in the nature of business of the Company nor any significant and material orders was passed by any regulator or court or tribunals impacting the going concern status affecting the Company''s operation in future.
27. Material changes and commitments, if any, affecting the financial position of the Company
There are no such material changes and commitments which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.
28. Particulars regarding conservation of energy & technology absorption etc.
The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure III which forms part of this Report.
29. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has set up Internal Complaints Committee (ICC) under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints received and /or disposed off during 2015-16.
30. Green Initiatives
As part of our green initiative, the electronic copies of this Annual Report including the Notice of the 19th AGM are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of this Annual Report including the Notice of the 19th AGM are sent by permitted mode.
The Company is providing e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting is provided in Note 10 annexed to the Notice.
31. Acknowledgement
Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the banks and other authorities. Your Directors also thank the employees of the Company for their valuable service and support during the year. Your Directors also gratefully acknowledge with thanks the cooperation and support received from the shareholders of the Company.
For and on behalf of the Board of Directors
Kolkata, C.K. Dhanuka
27th May, 2016 Chairman
Mar 31, 2015
Dear Members,
We have pleasure in presenting the 18th Annual Report together with the
Audited Financial Statements of the Company for the year ended 31st
March, 2015.
1. Financial Results
(Rs in Lakhs)
Particulars STANDALONE CONSOLIDATED
Accounting year ended Accounting year ended
31/03/2015 31/03/2015
1 Income from
Operations
a Net Sales / Income
from Operations 16,379.21 26,754.58
b Other Operating Income 42.71 42.71
Total Income from
Operations 16,421.92 26,797.29
2 Expenses
a Cost of Materials
Consumed 3,397.29 3,397.29
b Changes in Inventories
of finished goods and stock
in trade (320.62) (8.75)
c Employee Benefits Expense 4,644.42 5,762.53
d Depreciation expense 612.36 979.88
e Freight, Delivery &
Selling Expenses 896.70 1,400.30
f Power & Fuel 1,774.50 3,000.31
g Other Expenses 3,283.94 9,001.72
Total Expenses 14,288.59 23,533.28
3 Profit from Operations
before Other Income, 2,133.33 3,264.01
Finance costs and
Exceptional items (1-2)
4 Other Income 297.54 778.69
5 Profit from Ordinary
activities before Finance
costs and Exceptional 2,430.87 4,042.70
items (3 4)
6 Finance costs 358.98 818.57
7 Profit from Ordinary
activities after Finance
costs but before 2,071.89 3,224.13
Exceptional items (5-6)
8 Exceptional items - -
9 Profit from Ordinary
Activities before Tax
(7 - 8) 2,071.89 3,224.13
Particulars STANDALONE CONSOLIDATED
Accounting year ended Accounting year ended
31/03/2015 31/03/2015
10 Tax Expense :
Current Year 435.00 435.00
Adjustment for
earlier years (67.99) (67.99)
Deferred Tax (51.76) 26.27
11 Net Profit from
Ordinary Activities after
Tax (9 - 10) 1,756.64 2,830.85
12 Extraordinary Items
(net of tax expense) - -
13 Net Profit for the period
(11 - 12) 1,756.64 2,830.85
14 Paid up Equity Share
Capital 700.50 700.50
(Face Value C10/- per share)
15 Earnings per share
(of C10/- each)
(not annualised):
(a) Basic (C) 25.08 40.41
(b) Diluted (C) 25.08 40.41
2. Dividend
The Directors recommend a dividend of C 7.50 per equity share
i.e. @ 75% for the financial year ended 31st March, 2015 subject to
approval of the shareholders at the ensuing Annual General Meeting. The
dividend on equity shares, if approved by the members would involve a
cash outflow of C 632.32 lakhs including dividend tax.
3. Transfer to reserves
The Company proposes to transfer C 500.00 lakhs to the general reserve
out of the amount available for appropriation and an amount of C 624.52
lakhs is proposed to be retained in the Profit and Loss Account.
4. Operations
The total tea manufacturing and sales in respect of the Indian
operations for the year under review was 9.74 mn kg. and
9.35 mn kg. as against 10.10 mn kg. and 10.59 mn kg. respectively in
the previous year. The production for the year under review was less
due to adverse weather conditions. The sales in terms of volume were
less by about 12% and the realisations were more by about 9.55% for the
year under review in comparison to the previous year.
The total tea manufacturing and sales in respect of the African
operations for the year under review was about 8.50 mn kg. and 9.15 mn
kg. as against 8.81 mn kg. and 8.19 mn kg. respectively in the previous
year. The production of tea for the year under review was less due to
late arrival of monsoon which impacted the production in the fourth
quarter. The tea sales in terms of volume were more by about 12% and
the average realisation was less by about 14% in comparison to the
previous year.
The production and sale of macadamia in terms of volume was about 0.61
mn kg. and 0.60 mn kg. as against 0.47 mn kg. and 0. 43 mn kg respectively
in the previous year. The production and sale of macadamia in terms of
volume was more by about 30% and 40% respectively in comparison to the
previous year. The average realisation was also more by about 8% for the
year under review in comparison to the previous year.
5. Subsidiary Companies
The Company has following three wholly owned subsidiaries as on March
31, 2015 :
i) Dhunseri Petrochem & Tea Pte Ltd (DPTPL)
ii) Makandi Tea & Coffee Estates Ltd (MTCEL)
iii) Kawalazi Estate Company Ltd (KECL)
Upon demerger of the Tea Division of erstwhile Dhunseri Petrochem & Tea
Limited in favour of the Company as per the Scheme of Arrangement
sanctioned by the Hon'ble High Court at Calcutta, the above
subsidiaries are vested with the Company.
The entire share capital of the subsidiaries i.e. MTCEL and KECL are
held by DPTPL and that of DPTPL are held by the Company, making them
100% wholly owned subsidiaries of the Company.
There has been no material change in the nature of the business of the
subsidiaries.
There are no associate companies within the meaning of Section 2(6) of
the Companies Act, 2013 ("Act").
Pursuant to provisions of Section 129(3) of the Act, a statement
containing salient features of the financial statements of the
Company's subsidiaries in Form AOC-1 is attached to the financial
statements of the Company.
Pursuant to the provisions of Section 136 of the Act, the financial
statements of the Company, consolidated financial statements along with
relevant documents and separate audited accounts in respect of
subsidiaries, are available on the Company's website:
www.dhunseritea.com.
6. Scheme of Arrangement
The scheme of arrangement which inter-alia provided for the demerger of
the tea division of erstwhile Dhunseri Petrochem & Tea Limited to the
Company, was sanctioned by the Hon'ble High Court at Calcutta by an
Order dated 7th August, 2014.
The said scheme became effective from the appointed date
1. e.1st April, 2014 and the Reports and Accounts for the year ended
31st March, 2015 also contains the merged figures of the operations of
all these Companies.
In terms of the scheme the Company had issued and allotted 70,04,951
equity shares of C10/- each on 22.09.2015 to the shareholders of
erstwhile Dhunseri Petrochem & Tea Limited (DPTL), credited as fully
paid up, in the ratio of 1 equity share of C10/- each fully paid up of
the Company for every 5 equity shares of C10/- each fully paid up and
held by them in DPTL as on the record date i.e. 19th September, 2014.
The entire 50,000 equity shares of C10/- each fully paid up of the
Company, which was held by DPTL as on 01.04.2014 stood cancelled upon
issue and allotment of the aforesaid new equity shares by the Company.
All the required action have been taken by the Company in terms of the
Scheme of Arrangement sanctioned by the Hon'ble High Court at
Calcutta by its Order dated 07.08.2014.
7. Listing
The equity shares of the Company was listed and admitted to trading on
the exchanges i.e. BSE and NSE with effect from 20th January, 2015.
8. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of
Directors confirm:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed and no material departures have
been made from the same;
(ii) that they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit and loss
of the Company for that period;
(iii) that they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that they have prepared the annual accounts on a 'going
concern' basis;
(v) that they have laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate
and are operating effectively;
(vi) that they have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
The work performed by the internal auditor, statutory auditor and
secretarial auditor and the reviews performed by management and the
audit committee, the Board is of the opinion that the Company's
internal financial controls were adequate and effective during the
financial year 2014-15.
9. Directors & Key Managerial Personnel
Mr. Bharat Bajoria was appointed as an Additional Director of the
Company at the Board Meeting held on 19th May, 2014. At the 17th AGM
held on 8th September, 2014 he was appointed as an Independent Director
of the Company to hold office for five consecutive years w.e.f. the
date of the said AGM.
To enable the restructuring of the Board, Mr. K. K. Tibrewalla and Mr.
P. C. Dhandhania resigned from the directorship of the Company on 9th
September, 2014. Mr. Rajiv Kumar Sharma and Mr. Basudeo Beriwala were
appointed as directors of the Company in the said casual vacancies with
effect from 9th September, 2014. Mr. Rajiv Kumar Sharma shall hold
office only so long as the vacating director would have held the same
if no vacancy had occurred and shall be eligible for reappointment.
Mr. Mrigank Dhanuka, who was appointed as a director of the Company on
1st February, 2014, in a casual vacancy, retires by rotation at the
ensuing 18th Annual General Meeting, and being eligible offers himself
for reappointment. The Board recommends his reappointment.
Mr. Chandra Kumar Dhanuka who was appointed in a casual vacancy, as a
director of the Company on 1st, February, 2014, was subsequently
appointed as the Managing Director of the Company, by the Board at its
meeting held on 9th September, 2014 for a period of five years w.e.f.
9th September, 2014 on terms and conditions and subject to the approval
of the members at the ensuing 18th AGM of the Company.
Ms. Nandini Khaitan, and Mr. Ashok Kumar Lohia were appointed as
Additional Directors of the Company at the Board Meeting held on 9th
September, 2014.
The Companies Act, 2013 provides for appointment of independent
directors. Sub-section (10) of Section 149 of the Companies Act, 2013
provides that independent directors shall hold office for a term of
upto five consecutive years on the Board of a company and shall be
eligible for re-appointment on passing a special resolution by the
shareholders of the company.
Sub-section (11) states that no independent director shall hold office
for more than two consecutive terms but such independent director shall
be eligible for appointment after the expiration of three years of
ceasing to become an independent director.
Section 149 (13) states that the provisions of sub-sections (6) and (7)
of Section 152 in respect of retirement of directors by rotation shall
not be applicable to the appointment of independent directors.
Mr. Basudeo Beriwala, Ms. Nandini Khaitan and Mr. Ashok Kumar Lohia,
who were inducted as non-executive directors of the Company at the
Board Meeting held on 9th September, 2014, are now proposed to be
appointed as independent directors of the Company for a term of five
consecutive years w.e.f. 9th September, 2014 subject to members
approval at the ensuing 18th AGM. The Board of Directors recommend
their appointment.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Act and Clause 49 of the
Listing Agreement with the Stock Exchanges.
The Board of Directors at their meeting held on 9th September,
2014 appointed Mr. R. Mahadevan as Company Secretary & Compliance
Officer and Mrs. Bhavana Khemka as, Chief Financial Officer of the
Company with effect from that date.
The Board of Directors at their meeting held on 6th February,
2015 appointed Mr. P. C. Dhandhania as the Chief Executive Officer of
the Company with effect from that date.
10. Number of Meetings of the Board
The Board met five times during the financial year 2014-15. The details
have been provided in the Corporate Governance Report in terms of
Clause 49 of the listing agreement, which is annexed to this Report.
11. Board evaluation
The Company is yet to initiate necessary steps with regard to annual
evaluation of the performances of the Board, its committees and
individual directors. It is proposed to carry out the annual
performance evaluation of the Board, its committees and individual
directors after the completion of one year from the date of the
constitution of the Board / Committees etc.
12. Policy on Directors' appointment and remuneration and other details
The Company's policy on Directors' appointment and remuneration and
other matters provided in Section 178(3) of the Act has been disclosed
in the Corporate Governance Report, which forms part of the
Directors' Report.
13. Internal financial control systems and their adequacy
The details in respect of internal financial control and their adequacy
are included in the Management Discussion & Analysis, which forms part
of this report.
14. Audit committee
The details pertaining to composition of audit committee are included
in the Corporate Governance Report, which forms part of this report.
15. Auditors
Pursuant to the provisions of Section 139 of the Act and the rules
framed thereunder, M/s. Lovelock & Lewes, Chartered Accountants, were
appointed as Statutory Auditors of the Company for a period of five
years at the 17th Annual General Meeting (AGM) of the Company held on
8th September, 2014, subject to ratification of their appointment at
every AGM. Their appointment for the year 2015-16 is required to be
ratified by the shareholders at the ensuing 18th AGM of the Company.
16. Auditors' report and Secretarial auditors' report
The auditors' report and secretarial auditors' report does not
contain any qualifications, reservations or adverse remarks and have
been annexed to the report.
17. Risk management
The Board of the Company has formed a risk management committee to
frame, implement and monitor the risk management plan for the Company.
The committee is responsible for reviewing the risk management plan and
ensuring its effectiveness. The audit committee has additional
oversight in the area of financial risks and controls. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis.
The development and implementation of risk management policy has been
covered in the Management 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 the financial statements.
19. Transactions with Related Parties
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and on an arm's length basis. During the year,
the Company had not entered into any contract/ arrangement /
transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related
party transactions.
Your Directors draw attention of the members to Note 32 to the
financial statement which sets out related party disclosures.
20. Management's Discussion and Analysis Report
Management's Discussion and Analysis Report for the year under
review, as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchanges, is presented in a separate section forming part of the
Annual Report.
21. Corporate Social Responsibility
The brief outline of the Corporate Social Responsibility (CSR) Policy
of the Company and the initiatives undertaken by the Company on CSR
activities during the year are set out in Annexure I of this report in
the format prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014. The policy is available on the Company's
website: www.dhunseritea.com.
22. Extract of annual return
As provided under Section 92(3) of the Act, an extract of annual return
is given in Annexure II in the prescribed Form MGT-9, which forms part
of this report.
23. Particulars of employees
The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below:
a. The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year:
Non-executive Directors Ratio to median remuneration*
1. Mr. Mrigank Dhanuka # -
2. Mr.R.K.Sharma (w.e.f. 09.09.2014) -
3. Mr.Bharat Bajoria (w.e.f. 09.09.2014) -
4. Mr. Basudeo Beriwala (w.e.f. 09.09.2014) -
5. Ms. Nandini Khaitan (w.e.f. 09.09.2014) -
6. Mr. Ashok Kumar Lohia (w.e.f. 09.09.2014) -
Executive directors
1. Mr. C. K. Dhanuka (w.e.f. 09.09.2014) -
b. The percentage increase in remuneration of each director, chief
executive officer, chief financial officer, company secretary in the
financial year:
Director,Chief Executive officer, % increase in remuneration
Chief Finacial officer in the financial year*
and Company Secretary
1 Mr.C.K.Dhanuka
Managing Director ( w.e.f. 09.09.2014) -
2. Mr. Mrigank Dhanuka # -
3. Mr. Bharat Bajoria (w.e.f. 09.09.2014) -
4. Mr. Basudeo Beriwala (w.e.f. 09.09.2014) -
5. Ms. Nandini Khaitan (w.e.f. 09.09.2014) -
6. Mr. Ashok Kumar Lohia (w.e.f. 09.09.2014) -
7. Mr. R. K. Sharma (w.e.f. 09.09.2014) -
8. Mr. P. C. Dhandhania
Chief Executive Officer (w.e.f.06.02.2015) -
9. Ms. Bhavna Khemka
Chief Financial Officer (w.e.f.09.09.2014) -
10. Mr. R. Mahadevan
Company Secretary (w.e.f. 09.09.2014) -
c. The percentage increase in the median remuneration of employees in
the financial year: 8.07%
d. The number of permanent employees on the rolls of Company: 5153
e. The explanation on the relationship between average increase in
remuneration and Company performance:
On an average, employees received an annual increase of about 7 % . The
individual increments varied from about 6% to 8%, based on individual
performance.
The increase in remuneration is in line with the market trends. In
order to ensure that remuneration reflects Company performance, the
same is also linked to organisation performance apart from an
individual's performance.
f. Comparison of the remuneration of the Key Managerial Personnel (KMP)
against the performance of the Company:
Aggregate remuneration of KMP in Financial Year 2015 (C lakhs) 103.25
Revenue (C lakhs) 16379
Remuneration of KMPs (as % of revenue) 0.63
Profit before Tax (PBT) (C lakhs) 2072
Remuneration of KMP (as % of PBT) 4.98
g. Variations in the market capitalisation of the Company, price
earnings ratio as at the closing date of the current financial year and
previous financial year:
Particulars March 31, 2015 March 31, 2014 * % Change
Market 14402.18 - -
Capitalisation
(Rs lakhs)
Price Earnings Ratio 8.20 - -
h. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:
The average annual increase was around 7%. However, during the course
of the year, the total increase is approximately 8%, after accounting
for promotions and other event based compensation revisions.
Increase in the managerial remuneration for the year : Since this
information is for part of the year, the same is not comparable.
i. Comparison of each remuneration of the key managerial personnel
against the performance of the Company:
(C in lakhs)
Mr.C.K.Dhanuka Mr.P.C.Dhandhania Ms.Bhavana Khemka Mr.R.Mahadevan
Managing Chief Executive Chief Financial Company
Director Officer Officer Secretary*
Remun
eration
in FY15 72.24 17.30 8.94 4.77
Revenue 16,379
Remune
ration as 0.44 0.11 0.05 0.03
% of revenue
Profit before 2,072
Tax (PBT)
Remune 3.49 0.83 0.43 0.23
ration (as
% of PBT)
j. The key parameters for any variable component of remuneration
availed by the directors:
There is no variable component of remuneration availed by non-executive
directors of the Company. They are entitled to only sitting fees for
attending Board / Committee Meetings.
k. The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year: None.
l. Affirmation that the remuneration is as per the remuneration policy
of the Company:
The Company affirms remuneration is as per the remuneration policy of
the Company.
m. The statement containing particulars of employees as required under
Section 197(12) of the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
set out in Annexure IV forming part of this report.
24. Disclosure requirements
As per Clause 49 of the listing agreements entered into with the stock
exchanges, Corporate Governance Report with Auditors' Certificate
thereon and Management Discussion and Analysis are attached, which form
part of this report.
Details of the familiarisation programme of the independent directors
are available on the Company's website (http://
dhunseritea.com/wp-content/uploads/2015/06/Familiarisation-
Programme-of-Independent-Directors.pdf).
Policy for determining material subsidiaries of the Company is
available on the Company's website (http://dhunseritea.com/
wp-content/uploads/2015/03/policy-for-determining-material-
subsidiary.pdf).
Policy on dealing with related party transactions is available on the
Company's website (http://dhunseritea.com/wp-content/
uploads/2015/04/Related-party-transaction-policy.pdf).
The Company has formulated and published a Whistle Blower Policy to
provide Vigil Mechanism for employees including directors of the
Company to report genuine concerns. The provisions of this policy are
in line with the provisions of the Section 177(9) of the Act and the
revised Clause 49 of the Listing Agreements with stock exchanges and
the said policy is available on the Company's website
(http://dhunseritea.com/wp-
content/uploads/2015/03/vigil-mechanism.pdf).
25. Deposits from public
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was
outstanding as on the date of the balance sheet.
26. State of Company's affairs
The present state of the Company's affairs is progressive enough
viz-a-viz the industry and there is no any development which could
result in an adverse situation for the Company in the near future.
There is neither any change in the nature of business of the Company
nor any significant and material orders were passed by any regulator or
court or tribunals impacting the going concern status affecting the
Company's operation in future.
27. Material changes and commitments, if any, affecting the financial
position of the Company
There are no such material changes and commitments which have occurred
between the end of the financial year of the Company to which the
financial statements relate and the date of the report.
28. Particulars regarding conservation of energy & technology
absorption etc
The particulars in respect of conservation of energy, technology
absorption and foreign exchange earnings and outgo are given in
Annexure III which forms part of this report.
29. Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has set up Internal Complaints Committee (ICC) under The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. There were no complaints received and /or
disposed off during 2014-15.
30. Green Initiatives
As part of our green initiative, the electronic copies of this Annual
Report including the Notice of the 18th AGM are sent to all members
whose email addresses are registered with the Company / Depository
Participant(s). For members who have not registered their email
addresses, physical copies of this Annual Report including the Notice
of the 18th AGM are sent by permitted mode.
The Company is providing e-voting facility to all its members to enable
them to cast their votes electronically on all resolutions set forth in
the Notice. This is pursuant to Section 108 of the Companies Act, 2013
and Rule 20 of the Companies (Management and Administration) Rules,
2014. The instructions for e-voting is provided in Note 10 annexed to
the Notice.
31. Acknowledgement
Your Directors take this opportunity to express their grateful
appreciation for the excellent assistance and cooperation received from
the banks and other authorities. Your Directors also thank the
employees of the Company for their valuable service and support during
the year. Your Directors also gratefully acknowledge with thanks the
cooperation and support received from the shareholders of the Company.
For and on behalf of the Board of Directors
Kolkata, C.K.Dhanuka
29th May, 2015 Chairman
Annual Report, 2014-15 27
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article
More Information on Dhunseri Tea & Industries Ltd.
-
Dhunseri Tea & Industries Ltd. Tools
- Bulk Deals
- Block Deals
-
Dhunseri Tea & Industries Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
-
Company History
- Bonus
- BSE Price History
- NSE Price History
-
Dhunseri Tea & Industries Ltd. Key Financial Ratios
- Ratios
-
Dhunseri Tea & Industries Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
-
Dhunseri Tea & Industries Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
-
Dhunseri Tea & Industries Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
-
Dhunseri Tea & Industries Ltd. Corporate Announcements
- Book Closure
- Dividend
- Board Meetings
-
Stocks To Buy Today, Dec 19: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Friday -
Stocks To Buy Today, Dec 18: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Thursday -
Stocks To Buy Today, Dec 17: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Wednesday -
Stocks To Buy Today, Dec 16: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Tuesday -
India Stock Market Weekly Review: Nifty and Sensex Fall as Caution Spreads -
Stocks To Buy Today, Dec 15: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Monday
-
Stocks To Buy Today, Dec 12: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Friday -
Market Outlook 2026: Kotak Securities Sees Nifty 50 at 30,000; THESE 4 Sectors Lead Rally, Gold To Stay Strong -
Stocks To Buy Today, Dec 10: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Wednesday -
D-Street Bleeds For 2nd Day! Sensex Slumps 678 Pts; Nifty Cracks 25,800; Why Stock Market Is Falling Today? -
Stocks To Buy Today, Dec 9: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Tuesday -
Stocks To Buy Today, Dec 8: Top 4 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Monday -
Stock Market Alert! Major Pre-Open Session Change From Dec 8: Full Timings, Rules & All You Need To Know -
Bank Nifty Surges: RBI’s 25 bps Rate Cut Triggers Strong Upside in Major Banking Stocks -
Closing Bell: Sensex Ends 158 pts Higher, Nifty Climbs Above 26,000; Hero MotoCorp, HAL Up 2% Each -
Stocks To Buy Today, Dec 4: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Thursday
-
Block for 8 hours
-
Block for 12 hours
-
Block for 24 hours
-
Don't block
Sign in with Google- Male
- Female
- Others
- Under 18
- 18 to 25
- 26 to 35
- 36 to 45
- 45 to 55
- 55+