We have pleasure in presenting the 27th Annual Report
together with the Financial Statements of the Company for the year ended 31st
March, 2024.
1. Financial Statements:
(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) |
2. Dividend:
No dividend is recommended by the Board for the year 2023-24.
3. Transfer to reserves:
During 2023-24 no amount was transferred to General Reserves.
4. Operations:
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.
5. Subsidiary Companies:
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 ("Act").
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. Directors' 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.
11. 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.
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 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.
16. Audit committee:
The composition of Company's Audit Committee is included in the
Corporate Governance Report.
17. 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 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.
22. Annual Return:
The Annual Return(s) of the Company are available in the Company's
website (https://dhunseritea.com/investor/gm/annual-return/)
23. 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 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% |
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
24. 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/2024/04/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/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).
25. 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.
26. State of Company's 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.
28. Secretarial Standards:
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.
34. Green Initiatives:
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.
35. Acknowledgement:
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.
For and on behalf of the Board of Directors of Dhunseri
Tea & Industries Limited |
|
Kolkata, |
C.K.DHANUKA |
May 27, 2024 |
Chairman |