DIRECTORS' REPORT 1. We have pleasure in presenting the 19th Annual Report together with the Audited Financial Statements of Accounts of the Company for the year ended 31st March, 2016. 2. Operations The income of the Company during the year under review comprised of dividend income, profit on sale of investments of shares & securities and lease rental income. 3. Scheme of Amalgamation As per Scheme of Amalgamation sanctioned by the Hon'ble High Court at Calcutta by an Order dated 29.07.2015, the Company allotted 6,25,000 equity shares of Rs. 10/- each fully paid up to the shareholders of erstwhile Plenty Valley Intra Limited (PVIL) on 31st August, 2015 in the ratio of 1 (one) Equity share of Rs. 10/- each of the Company for every 8 (eight) Equity Shares of Rs. 10/- each fully paid-up held in PVIL as on the record date (i.e. 25.08.2015). Further these new shares were listed and permitted for trading on the Stock Exchanges i.e. NSE & BSE w.e.f. 10th November, 2015. 4. Dividend The Directors are pleased to recommend a dividend of Rs. 1.50 per equity share i.e. @ 15% for the financial year ended 31st March, 2016 subject to approval of the shareholders at the ensuing Annual General Meeting to be held on 10th August, 2016. The total outgo on account of dividend, inclusive of taxes, for 2015-16 is Rs. 110.08 lakhs. 5. Transfer to Reserves The Company proposes to transfer Rs. 1,000.00 Lakhs to the general reserve and Rs. 343.90 lakhs to NBFC Reserve Fund out of the amount available for appropriation. 6. Associate Companies Pursuant to Section 2(6) of the Companies Act, 2013, the Company has two associates as on 31.03.2016 : i) M/s. Dhunseri Petrochem Ltd. ii) M/s. Dhunseri Tea & Industries Ltd. The Company does not have any subsidiaries as on 31st March, 2016 within the meaning of Section 2(87) of the Companies Act, 2013. Pursuant to Provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Associate Companies in Form AOC-1 is attached to the financial statements of the Company. 7. NBFC Public Deposits Directions The Company neither invited nor accepted any deposit from the public during the financial year 2015-16. The Company does not intend to invite or accept any public deposit during the financial year 2016-17.No amount on account of principal or interest on deposit from public was outstanding as on the date of the balance sheet. 8. Extract of Annual Return As required u/s 92(3) of the Companies Act, 2013 an extract of the Annual Return is given in Annexure I in the prescribed Form MGT 9 which forms part of this report. 9. Number of Meetings of the Board The Board met five 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. 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. 11. Corporate Governance The report on Corporate Governance as stipulated under the Listing Regulation forms an integral part of this Report. The requisite certificate from M/s. M. Shahnawaz & Associates, Practicing Company Secretary confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance. 12. Corporate Social Responsibility (CSR) The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on the CSR activities during the year are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is also available on the Company's website: www.dhunseriinvestments.com . 13. Directors & Key Managerial Personnel Mr. Brijesh Kumar Biyani retires by rotation and being eligible offer himself for re-appointment as a director of the Company. Mr. Ashok Kumar Lohia and Mr. Basudeo Beriwala who were appointed as Independent Directors at the 17th Annual General Meeting (AGM) of the Company for a term of five years with effect from August 11, 2014, resigned from the Company w.e.f. 09.11.2015. The Board places on record its appreciation for the valuable services rendered by them during their tenure of directorship with the Company. Mr. Purshottam Jagannath Bhide and Mrs. Aarti Bansal Aggarwal on the recommendation of Nomination & Remuneration committee were appointed as Additional Directors of the Company at the Board Meeting held on 9th November, 2015 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 expiration of three years of ceasing to become an independent director. Section 149(13) states that provisions of sub-section (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. Purushottam Jagannath Bhide and Mrs. Aarti Bansal Aggarwal, appointed w.e.f. 9th November, 2015 at the Board Meeting are now proposed to be appointed as independent directors of the Company for a term of five consecutive years at the 19th AGM. The Board of Directors recommend their appointment. Mr. Mrigank Dhanuka, Managing Director of the Company has relinquished the post of Managing Director w.e.f. 27.05.2016. He, however, continues to be a Director of the Company. Mrs. Aruna Dhanuka has since been appointed Managing Director & CEO of the Company for a period of 5 years w.e.f. May 27, 2016 subject to the approval of Members at the ensuing 19th Annual General Meeting of the Company. There are no changes in the other KMP's of the Company during the year 14. Board Evaluation An annual evaluation of the performance of the Board and its committees and individual directors were undertaken during the year. 15. Declaration by Independent Directors The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 16. Policy on Directors' Appointment and Remuneration and Other Details The Company's policy on directors' appointment and remuneration and other matters as required Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this report. 17. 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. 18. Audit Committee The details pertaining to composition of Audit Committee and its meetings are included in the Corporate Governance Report, which forms part of this report. 19. Auditors Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Dhandhania & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company at the 17th Annual General Meeting (AGM) of the Company held on 11th August, 2014 and shall hold office till the conclusion of the 20th AGM of the Company subject to ratification of their appointment at every AGM. Their re-appointment for the year 2016 - 17 is required to be ratified by the shareholders at the ensuing 19th AGM of the Company. 20. Auditors' Report and Secretarial Auditors' Report The auditors report and the secretarial auditors' report does not contain any qualifications, reservations or adverse remarks and have been annexed to the report. 21. Risk Management Although not mandatorily required, the Company had voluntarily constituted the Risk Management Committee. The details have been provided in the Corporate Governance Report. 22. Particulars of Loans, Guarantees and Investments The particulars of loans, guarantees and investments have been disclosed in the financial statements. 23. 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 25 to the financial statement which sets out related party disclosures. 24. Management's Discussion and Analysis Report Management's Discussion and Analysis Report for the year under review, as stipulated under SEBI (LODR) Regulations, 2015, is provided in the Corporate Governance Report. 26. Disclosure requirements The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandate the formulation of certain policies for all listed companies. All such policies are available on the Company's website www.dhunseriinvestments.com . The corporate governance report with a certificate thereon from a Practicing Company Secretary are attached, which form part of this report. The key policies that have been adopted by the Company are as follows : (i) Details of the familiarization programme of the independent directors are available on the website of the Company (<http://dhunseriinvestments.com/downloads/Familiarisation-Programme-of-Independent->Directors.pdf) (ii) Policy for determining material subsidiaries of the Company is available on the website of the Company (<http://dhunseriinvestments.com/downloads/DIL-policy-for-determining-material-subsidiary.pdf>). (iii) Policy on dealing with related party transactions is available on the website of the Company (<http://> dhunseriinvestments.com/downloads/related-party-transaction-policy.pdf ). (iv) 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. There has been no change to the whistle blower policy adopted by the Company during the year 2016 and the said policy is available on the website of the Company (<http://dhunseriinvestments.com/downloads/DIL-vigil-mechanism.pdf>). (v) The Company has formulated the Corporate Social Responsibility Policy and the same is available on the website of the Company (<http://dhunseriinvestments.com/downloads/CSR-policy.pdf>) (vi) The Company has formulated a policy related to disclosure of material events affecting the Company i.e. Policy on Materiality and the same is available on the website of the Company (<http://> dhunseriinvestments.com/downloads/policy-on-materiality.pdf) (vii) The policy deals with the retention and archival of corporate records of the Company is also available on the website of the Company (<http://dhunseriinvestments.com/downloads/policy-on-archival.pdf>) (viii) The Company has formulated the policy on preservation of documents and the same is available in the website of the Company (<http://dhunseriinvestments.com/downloads/policy-on-preservation-of->documents.pdf) 27. State of Company's affairs The Company's main business being investments in shares and securities. The Management regularly monitor the changing market conditions and trends. Further, any slowdown of the economic growth or volatility in global financial market could adversely affect the Company's business. 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 are not applicable to the Company. 30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The Company does not have the required number of women employees and hence the Act is not attracted. However coverage is already being provided by the associate company. 31. 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. 32. Acknowledgement The Board of Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from the banks and other authorities. The Board of Directors also thank the employees of the Company for their valuable service and support during the year. The Board of Directors also gratefully acknowledge with thanks the co-operation and support received from the shareholders of the Company For and on behalf of the Board of Directors C. K. DHANUKA Chairman Place : Kolkata Date : The 27th day of May, 2016 |