| The Directors present the 23rd Annual Report and the Audited Accounts
for the year ended March 31, 2015.
1. FINANCIAL RESULTS
Standalone
FINANCIAL RESULTS 2014-15 2013-14
Net Sales 34,62,71,418.00 38,19,36,044.00
Other income 35,27,678.00 10,61,340.00
Profit before interest,
depreciation and tax
Finance Cost (including Interest) 6,64,130.00 4,54,029.00
Depreciation 44,00,916.00 20,19,397.00
Exceptional Item 0.00 0.00
Profit before Tax 70,44,169.00 1,06,41,248.00
Provision for
- Current Tax 29,59,656.00 33,97,157.00
- Deferred tax (6,24,017.00) (20,643.00)
Profit after Tax 45,94,235.00 70,46,741.00
Extraordinary Item 0.00 0.00
Profit after tax including
extraordinary item 45,94,235.00 70,46,741.00
APPROPRIATIONS
Less:
Dividend-Equity shares 0.00 5728960.00
Dividend Tax 0.00 929381.00
General Reserve 12,18,47,708.00 11,05,95,132
2. OPERATIONS
During the year under review total income of the Company was Rs.
34,62,71,418 as against Rs. 38,29,97,384 in the previous year. The
Company was able to earn a marginal profit for the year of Rs.
45,94,235 against a profit of Rs. 3,88,400. Your Directors are putting
in their best efforts to improve the performance of the Company.
3. STATEMENT OF AFFAIRS OF THE COMPANY
Dhampure Speciality Sugars Ltd is incorporated under the Companies Act,
1956 having registered office at Villageteh Pallawala Tehsil Dhampur
Bijnor, Uttar Pradesh-246761. The Company is listed at Bombay Stock
Exchange. During the year Company earned a profit of Rs. 45,94,235.
Export sales of the company during the year is Rs. 6162289.
4. CHANGE IN NATURE OF BUSINESS OF THE COMPANY
There has been no change in the nature of business of the Company.
5. MATERIAL CHANGES ETC.
Save as mentioned elsewhere in this Report, no material changes and
commitments affecting the financial position of the Company have
occurred between the end of the financial year of the Company-31st
March, 2015 and the date of this Report.
6. DIVIDEND
The Board of Directors of your Company has decided to retain and plough
back the profits into the business of the Company, thus no dividend is
being recommended for this year.
7. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2015 was Rs.
7,16,12,000. During the year under review, the Company has not issued
any shares. The Company has not issued shares with differential voting
rights. It has neither issued employee stock options nor sweat equity
shares and does not have any scheme to fund its employees to purchase
the shares of the Company.
8. EXPORTS
During the year under review total export sale of the Company was Rs.
6162289 as against Rs. 6707048 in the previous year. Your Directors are
putting in their best efforts to improve the performance of the
Company.
9. RESEARCH AND DEVELOPMENT
Continuous efforts on R & D and Application Development activities are
being made to expand the domestic and export markets particularly in
Sugar Industry.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
11. DEPOSITS
The Company has not accepted deposit from the public within the ambit
of Section 73 of the Companies Act, 2013 and The Companies (Acceptance
of Deposits) Rules, 2014.
12. DETAILS OF SUBSIDIARY COMPANIES
During the year S.T. Foods Private Limited was the wholly owned
subsidiary company of the company and on 25th December, 2014 the
Company sell all the shares. As on 31st March, 2015 the Company has no
Subsidiary Company.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Pursuant to provisions of Section 134 of the Companies Act,2013 read
with Rule 8(3) of the Companies (Accounts) Rules,2014 the details of
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo are attached as 'ANNEXURE 1'which forms part of this
report.
14. LISTING
At present, the equity shares of the Company are listed at BSE Ltd. The
annual listing fees for the financial year 2015-16 to BSE has been
paid.
15. CORPORATE GOVERNANCE
The Company has complied with the provisions of Clause 49 of the
Listing Agreement relating to the Corporate Governance. The Report on
Corporate Governance as stipulated under Clause 49 of the Listing
Agreement forms part of the Annual Report. A Certificate from Company
Secretary in Practice on compliance of Clause 49 of the Listing
Agreement.
Certificate of the CEO/CFO, inter-alia, confirming the correctness of
the financial statements, compliance with Company's Code of Conduct,
adequacy of the internal control measures and reporting of matters to
the Audit Committee in terms of Clause 49 of the Listing Agreement with
the Stock Exchanges, is attached in the Corporate Governance Report and
forms part of this Report as ANNEXURE 2.
16. DIRECTORS
Pursuant to Section 149(1) of the Companies Act, 2013 the Board of
Directors of the Company had on 31st March, 2015 appointed a Women
Director Mrs. Praveen Singh as Additional Director. Mrs. Praveen Singh
shall hold office upto the date of the ensuing AGM of the Company and,
being eligible, offer herself for re-appointment. The Company has also
received a notice in writing from a member proposing her candidature
for the office of Director along with a deposit of Rupees one lakh. She
will be subject to retirement by rotation.
The brief resume of the Directors being appointed/ reappointed, the
nature of their expertise in specific functional areas, names of
companies in which they have held Directorships, Committee Memberships/
Chairmanships, their shareholding etc., are provided in the report on
Corporate Governance forming part of the Annual Report.
Further as per Section 149(5) of the Companies Act, 2013 the Company is
required to appoint Independent Directors under Section 149(4) within a
period of one year from 1st April, 2014 i.e. the date of commencement
of the said Section and Rules made thereunder. Since the Company had
already appointed Mr Murli Manohar and Mr Deshraj Singh as
Non-Executive Independent Directors subject to retirement by rotation
in the past, in terms of Companies Act, 1956 and the Listing Agreement.
The Board of Directors in their meeting held on August 13, 2015 after
consideration has recommended to reappoint all the aforesaid Directors
as Non-Executive Independent Directors within the meaning of Section
149 and 152 [including Section 149(10)] of the new Companies Act, 2013
read with Schedule IV attached thereto and Rules made there under, not
subject to retirement by rotation, for a term of 5 (five) consecutive
years.
'Mr. Narendra Kumar Gupta, Director liable to retire by rotation and
being eligible offer himself for reappointment at the ensuing Annual
General Meeting.
Pursuant to the provisions under Section 134(3)(d) of the Companies
Act, 2013, with respect to statement on declaration given by
Independent Directors under Section 149(6) of the Act, the Board hereby
confirms that all the Independent Directors of the Company have given a
declaration and have confirmed that they meet the criteria of
independence as provided in the said Section 149(6).
17. KEY MANAGERIAL PERSONNEL'S
Name Designation
Mr. Sorabh Gupta Managing Director
Mr. Ilyas Ahmed 1 Chief Financial Officer
Mr. Ziaul Hasan Khan 2 Company Secretary
Ms. Neha Bansal 3 Company Secretary
1. Mr. Ilyas Ahmed resigned w.e.f. 30/05/2015
2. Mr. Ziaul Hasan Khan Resigned w.e.f 31/05/2015
3. Ms. Neha Bansal appointed w.e.f. 18/07/2015
18. POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION
Pursuant to the requirement under Section 134(3)(e) and Section 178(3)
of the Companies Act, 2013, the policy on appointment of Board members
including criteria for determining qualifications, positive attributes,
independence of a Director and the policy on remuneration of Directors,
KMP and other employees is attached which forms part of this report.
19. PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES
There are no employees who are in receipt of remuneration in excess of
the limits prescribed under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel)Rules, 2014.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
attached which forms part of this report.
20. MEETINGS
A calendar of Meetings is prepared and circulated in advance to the
Directors.
During the year 9 (nine) Board Meetings and 4 (four) Audit Committee
Meetings were convened and held. The details of which are given in the
Corporate Governance Report. The intervening gap between the Meetings
was within the period prescribed under Companies Act, 2013.
21. BOARD EVALUATION
Pursuant to applicable provisions of the Companies Act, 2013 and the
Listing Agreement with Stock Exchanges, the Board, in consultation with
its Nomination & Remuneration Committee, has formulated a framework
containing, inter-alia, the criteria for performance evaluation of the
entire Board of the Company, its Committees and Individual Directors,
including Independent Directors.
A structured questionnaire has been prepared, covering various aspects
of the functioning of the Board and its Committee, such as, adequacy of
the constitution and composition of the Board and its Committees,
matters addressed in the Board and Committee meetings, processes
followed at the meeting, Board's focus, regulatory compliances and
Corporate Governance, etc. Similarly, for evaluation of Individual
Director's performance, the questionnaire covers various aspects like
his/her profile, contribution in Board and Committee meetings,
execution and performance of specific duties, obligations, regulatory
compliances and governance, etc.
Board members had submitted their response on a scale of 5(excellent) -
1 (poor) for evaluating the entire Board, respective Committees of
which they are members and of their peer Board members, including
Chairman of the Board.
The Independent Directors had met separately without the presence of
Non-Independent Directors and the members of management and discussed,
inter-alia, the performance of non-Independent Directors and Board as a
whole and the performance of the Chairman of the Company after taking
into consideration the views of executive and Non-Executive Directors.
The Nomination and Remuneration Committee has also carried out
evaluation of every Director's performance. The performance evaluation
of all the Independent Directors have been done by the entire Board,
excluding the Director being evaluated. On the basis of performance
evaluation done by the Board, it shall be determined whether to extend
or continue their term of appointment, whenever the respective term
expires. The Directors expressed their satisfaction with the evaluation
process.
22. COMPOSITION OF AUDIT COMMITTEE
As on 31st March, 2015, the Audit Committee of the Company comprises
the following directors: Chairman : Mr. Murli Manohar (Independent
Director) Members : Mr. Deshraj Singh (Independent Director) Mr.
Narendra Kumar Gupta (Non Executive Director)
23. AUDITORS
STATUTORY AUDIT:
The Auditors, S. Prasad Agarwal & Co, Chartered Accountants, were
appointed with your approval at the 22nd AGM to hold such office till
the conclusion of the 24th AGM. The Board, in terms of Section 139 of
the Act, on the recommendation of the Audit Committee, has recommended
for the ratification of the Members the appointment of S. Prasad
Agarwal & Co, from the conclusion of the ensuing AGM till the
conclusion of the 24th AGM.
The Board, in terms of Section 142 of the Act, on the recommendation of
the Audit Committee, has also recommended for the approval of the
Members the remuneration of S. Prasad Agarwal & Co, for the financial
year 2015-16.
There are no observations (including any qualification, reservation,
adverse remark or disclaimer) of the Auditors in their Audit Report
that may call for any explanation from the Directors. Further, the
notes to accounts referred to in the Auditor's Report are
self-explanatory.
24. SECRETARIAL AUDITORS
Your Board, during the year, appointed M/s Anjani Kumar & Associates,
to conduct secretarial audit of the Company for the financial year
ended 31st March, 2015. The Report of M/s Anjani Kumar & Associates in
terms of Section 204 of the Act is provided in the "ANNEXURE 3' forming
part of this Report. The observations of the (including any
qualification, reservation, adverse remark or disclaimer) are self-
explanatory except the following:
1. The Company has borrowed the amount of Rs. 702901 from Punjab
national bank but in this regards no board resolution has been passed
and it also attaract the provision of chapter VI relating to
registration of charges and the Company has not filled the CHG-1 for
the same.
2. The company has made loan and advances of Rs.142396059 which would
attract the provision of section 186(2) of the companies act,2013 but
in this regards no approval of shareholders has been obtain by way of
postal ballot (Special Resolution) reads with the Rule 22 of
companies(Management and Administration)Rules,2014
3. Independent director & Managing Director continuing the office even
after expiry of his tenure. Approval of the Board & shareholders vide
necessary resolution was obtained.
25. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of section 134 (3) (c) of the
Companies Act, 2013, your Directors state that:
(i) In the preparation of the annual accounts, applicable accounting
standards have been followed along with proper explanation relating to
material departures.
(ii) Accounting policies selected were applied consistently. Reasonable
and prudent judgments and estimates are made so as to give a true and
fair view of the state of affairs of the Company as of 31st March, 2015
and of the profits of the Company for the year ended on that date.
(iii) Proper and sufficient care has been taken 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) The annual accounts of the Company have been prepared on a going
concern basis.
(v) Proper Internal Financial Controls were in place and that the
Financial Controls were adequate and were operating effectively.
(vi) Systems to ensure compliance with the provisions of all applicable
laws were in place and were adequate and operating effectively.
26. CORPORATE SOCIAL RESPONSIBILITY COMMITTEES
The Company is not falling under the Section 135 of the Companies Act.
2013 So the applicability of Corporate Social Responsibility is not
applicable on the Company.
27. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS
Details of internal financial control and its adequacy are included in
the Management Discussion and Analysis Report, which forms part of this
Report.
28. RISK MANAGEMENT POLICY
The Company has adopted a Risk Management Policy in accordance with the
provisions of the Act and Clause 49 of the Listing Agreement. It
establishes various levels of accountability and overview within the
Company, while vesting identified managers with responsibility for each
significant risk.
The Internal Audit Department facilitates the execution of Risk
Management Practices in the Company, in the areas of risk
identification, assessment, monitoring, mitigation and reporting.
Through this programme, each Function and Unit addresses opportunities
and risks through a comprehensive approach aligned to the Company's
objectives. The Company has laid down procedures to inform the Audit
Committee as well as the Board of Directors about risk assessment and
management procedures and status.
Sustainability is embedded in the Corporate Enterprise Risk Management
programme, which gives an opportunity to increase the effectiveness of
risk management practices and for improving business efficiency. The
Company's social and environmental policies correlate strongly with the
risk management strategy and ultimately the financial performance.
This risk management process, which is facilitated by internal audit,
covers risk identification, assessment, analysis and mitigation.
Incorporating sustainability in the process also helps to align
potential exposures with the risk appetite and highlights risks
associated with chosen strategies. The current risk slate and the
comprehensive risk policy have been further redefined during the year.
The major risks forming part of the Enterprise Risk Management process
are linked to the audit universe and are covered as part of the annual
risk based audit plan.
29. VIGIL MECHANISM POLICY
The Company has adopted a Vigil Mechanism Policy, to provide a formal
mechanism to the Directors and employees to report their concerns about
unethical behavior, actual or suspected fraud or violation of the
Company's Code of Conduct or ethics policy. The Policy provides for
adequate safeguards against victimization of employees who avail of the
mechanism and also provides for direct access to the Chairman of the
Audit Committee. It is affirmed that no personnel of the Company has
been denied access to the Audit Committee.
30. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as
ANNEXURE 4.
31. RELATED PARTY TRANSACTIONS
With reference to Section 134(3)(h) of the Companies Act, 2013, all
contracts and arrangements with related parties under Section 188(1) of
the Act, entered by the Company during the financial year, were in the
ordinary course of business and on arm's length basis. During the year,
the Company had not entered into any contract or arrangement with
related parties which could be considered 'material' according to the
policy of the Company on Materiality of Related Party Transactions.
Your attention is drawn to the Related Party disclosures set out in
Note no. 32 of the Financial Statements
32. STATUTORY STATEMENTS
As per the requirements of the Companies Act, 2013, the following
information is given in separate statements annexed hereto, which form
part of this report:
a) Energy conservation, technology absorption and foreign exchange
inflow/outgo pursuant to section 134 (3) (m) of the Companies Act, 2013
read with Rule 8 of the Companies (Account) Rules, 2014. Annexure 1
b) Corporate Governance report Annexure 2
c) Secretarial Audit Report (Form MR 3). Annexure 3
d) Extract of Annual Return pursuant to Section 92(3) of the Companies
Act, 2013 and Rule 12(1) of the Companies (Management and
Administration) Rules, 2014. Annexure 4.
33. PREVENTION OF SEXUAL HARRASMENT
As required by the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013, the Company has formulated and
implemented a policy on prevention of sexual harassment at workplace
with a mechanism of lodging complaints. Its redressal is placed on the
intranet for the benefit of its employees. During the year under
review, no complaints were reported to the Board.
34. APPRECIATION
Your Directors wish to place on record their appreciation of continued
support extended by the dealers, distributors, suppliers, investors,
bankers, financial institutions. Your Directors also express their
appreciation for the committed services by the employees of the
Company.
On behalf of the Board
Sorabh Gupta Murli Manohar
Managing Director Director
DIN: 00227776 DIN: 01173857
Place: New Delhi
Date : 13th August, 2015
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