To
The Members
Dhampure Specialty Sugars Limited
Your Directors are pleased to present the 31st Annual Report for the
financial year ended on March 31st, 2023.
1. FINANCIAL RESULTS Rs. In Lakhs.
|
Standalone |
Consolidated |
FINANCIAL RESULTS |
31st March, 2023 |
31st March, 2022 |
31st March, 2023 |
31st March, 2022 |
Net Sales |
1324.79 |
1342.52 |
2157.07 |
2376.02 |
Other income |
49.32 |
1.38 |
324.45 |
35.62 |
Total Income |
1374.11 |
1343.91 |
2481.51 |
2411.64 |
Earning Before Interest , Tax, Depreciation and Amortization (EBITDA) |
36.11 |
63.45 |
306.09 |
85.07 |
Depreciation & Amortization expense |
28.08 |
24.99 |
35.67 |
36.27 |
Profit before tax |
7.61 |
38.19 |
270.01 |
48.54 |
Tax Expenses |
-2.71 |
7.24 |
63.73 |
6.17 |
Profit After Tax |
10.32 |
30.95 |
206.27 |
42.37 |
Other Comprehensive Income, net of tax |
0.00 |
0.00 |
0.00 |
0.00 |
Total Comprehensive Income |
10.32 |
30.95 |
206.27 |
42.37 |
Earnings per Equity share of Rs. 10/- Basic (Rs.) |
0.13 |
0.39 |
2.60 |
0.53 |
Earnings per Equity share of Rs. 10/- Diluted (Rs) |
0.13 |
0.39 |
2.60 |
0.53 |
2. FINANCIAL HIGHLIGHTS
During the year under review total income of the Company was Rs. 1324.79 Lakhs as
against Rs.1342.52 Lakhs in the previous year. Total Expense of the Company during the
year under review hereby 1366.09 Lakhs was as against 1305.45 Lakhs in the previous Year.
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 Village-Pallawala, Tehsil-Dhampur, Bijnor, Uttar Pradesh-246761. The
Company is listed at Bombay Stock Exchange.
During the year Company earned a Profits of Rs.10.32 Lakhs.
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
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, 2023 and the date of this Report.
6. DIVIDEND AND TRANSFER TO RESERVE
Since the Company has not sufficient profits during the year being reported, therefore
the Board of Directors of your Company has decided to not to declare any dividend to
shareholders of the Company for the financial year 2022-23, thus no dividend is being
recommended for this year. Accordingly no amount is also proposed to be transferred to the
reserve of the Company.
7. EXPORTS
During the year under review total export sale of the Company was Rs. 34.50 Lakhs as
against Rs.24.90 Lakhs in the previous year. Your Directors are putting in their best
efforts to improve the performance of the Company.
8. R & D
Continuous efforts on R & D and Application Development activities are being made
to expand the domestic and export markets particularly in Sugar Industry.
9. 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, forming
part of the Annual Report.
10. SHARE CAPITAL
As on 31st March, 2023, paid up share capital of the Company was Rs. 7,93,12,000
divided into 79,31,200 equity shares of Rs. 10/- each. There was no change in share
capital of the Company during the Financial Year 2022-23.
11. INFORMATION TECHNOLOGY
Your Company has been a forerunner in leveraging the benefits of Information Technology
(IT) revolution for long. IT has been instrumental in enabling smoother, faster, and
transparent processes across multiple divisions of the Companies major operations and
activities. Details are given elsewhere in the Annual Report.
12. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Companies Act, 2013 (“the Act”), SEBI LODR and
Ind-AS-110 on Consolidated Financial Statements read with Ind-AS-28 on investments in
Associates, the Audited Consolidated Financial Statements for the financial year ended
31st March, 2023 are provided in the Annual Report.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules 2014, a report on the performance and financial position of the
Subsidiary Company as per Companies Act, 2013 is given in the Form AOC 1 as Annexure 4 and
forms an integral part of this Report.
Audited Financial Statement for the subsidiary Company for FY 2022-23 have been placed
on the website of the Company at https://www.dhampurgreen.com/ and are available for
inspection at the Companys registered office.
13. 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. Hence no
information is required to be appended to this report.
14. DETAILS OF SUBSIDIARY COMPANIES
As on 31st March, 2023 the company has two wholly owned subsidiaries
viz-a-viz Dhampur Green Private Limited, Sun Burst Services Private Limited and One
Subsidiary Company named called as Nostalgic Foods Retail Private Limited in which Holding
Company i.e ( Dhampure Speciality Sugars Limited) holds the 80% of the total Shareholding.
In terms of the provisions of Section 136 of the Act, the standalone financial
statements of the Company, consolidated financial statements of the Company, along with
other relevant documents and separate audited accounts of the subsidiaries, are available
on the website of the Company, at the link: viz.
https://www.dhampurgreen.com/pages/investor-relations/
15. STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/
ASSOCIATE COMPANIES/ JOINT VENTURES
Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Subsidiary
Company as on 31st March 2023 in Form AOC-1 is annexed to this Report as ANNEXURE -4
16. 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 3 which forms
part of this report.
17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There are no significant and material orders passed by the Regulators or Courts or
Tribunals which would impact the going concern status and the Companys future operations.
18. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2,
relating to Meetings of the Board of Directors and General Meetings, respectively,
have been duly followed by the Company.
19. LISTING OF SHARES
The Company Shares are listed on BSE Ltd. (BSE) as on 13-08-1996, The annual listing
fees for F.Y. ended on 31st March,2023 has been paid.
20. CORPORATE GOVERNANCE
As required under Regulation 34 read with Schedule V of Securities Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter
called “the Listing Regulations”), a separate report on Corporate Governance is
enclosed as Annexure -7 a part of this Annual Report ,
A duly certified report on Corporate Governance by JLN US & Co. , Chartered
Accountants, the Auditors of the Company, confirming the compliance of the conditions of
Corporate Governance.
21. DIRECTORS
Presently, the Companys Board comprises of 4 (Four) Directors. Besides Chairman,
Managing Director who are Executive Promoter Directors, the Board has 1 (one) (one)
Non-Executive Director and 2 (Two) Non- Executive Independent Directors.
During the financial year 2022-23, Mr. Mohd Arshad Suhail Siddiqui(Independent No
Executive Director)(DIN: 06675362)and Mr. Ajay Goyal (Independent Non-Executive Director )
(DIN: 02323366 ) as independent Directors of the Company.
Mrs. Praveen Singh is liable to retire by rotation making herself eligible to be
re-appointed on the Board.
Brief resume of the abovementioned Directors being re-appointed, nature of expertise in
specific functional areas, detail of Directorship in other companies, membership /
chairmanship of committees of the board and other details, as stipulated under Regulation
36(3) of SEBI LODR and Secretarial Standards issued by The Institute of Company
Secretaries of India, are given in the Notice forming part of the Annual Report.
22. DECLARATION BY INDEPENDENT DIRECTORS
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).
Independent Directors are familiarized with their roles, rights and responsibilities as
well as with the nature of industry and business model through induction program at the
time of their appointment as Directors and through presentations on economy & industry
overview, key regulatory developments, strategy and performance which are made to the
Directors from time to time.
23. KEY MANAGERIAL PERSONNELS
Name |
Designation |
Mr. Sorabh Gupta |
Managing Director |
Mr. Ghanshyam Tiwari |
Chief Financial Officer |
Mr. Aneesh Jain |
Company Secretary |
24. 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.
The Board, on the recommendation of the Nomination & Remuneration Committee, has
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The remuneration paid to the Directors and the Senior Management is as per
the Managerial Remuneration Policy of the Company. Brief details of the Managerial
Remuneration Policy are provided in the Corporate Governance Report. The Nomination &
Remuneration Policy can accessed at https://www.dhampurgreen.com/pages/investor-relations/
under Policies Codes.
25. MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors.
The details of Board Meetings and the attendance of the Directors are provided in the
Corporate Governance Report forming part of this Annual Report. The intervening gap
between the Meetings was within the period prescribed under Companies Act, 2013.
26. BOARD EVALUATION
In compliance with the Companies Act, 2013 and Regulation17 of Listing Regulations the
Board adopted a formal mechanism for evaluating its performance and as well as that of its
Committees and individual Directors, including the Chairman of the Board. The exercise was
carried out through a structured evaluation process covering various aspects of the Board
functioning such as composition of the Board & Committees, experience &
competencies, performance of specific duties & obligations, contribution at the
meetings and otherwise, independent judgment, governance issues etc.The evaluation
criteria of the Company can be accessed at
https://www.dhampurgreen.com/pages/investor-relations/ under Policies Codes.
27. COMPOSITION OF COMMITTEES
As on 31st March, 2023, the Audit Committee of the Company comprises the following
directors: Chairman: Mr. Mohd Arshad Suhail Siddiqui(Independent Director)
Members: Mr. Ajay Goyal(Independent Director)
Members: Mrs. Praveen Singh (Non Executive Director)
As on 31st March, 2023, the Stakeholder Relationship Committee of the Company comprises
the following directors:
Chairman: Mr. Mohd Arshad Suhail Siddiqui(Independent Director)
Members: Mr. Ajay Goyal(Independent Director)
Members: Mrs. Praveen Singh (Non Executive Director)
As on 31st March, 2023, the Nomination & Remuneration Committee of the Company
comprises the following directors:
Chairman: Mr. Mohd Arshad Suhail Siddiqui (Independent Director)
Members: Mr. Ajay Goyal(Independent Director)
Members: Mrs. Praveen Singh (Non Executive Director)
28. AUDITORS
STATUTORY AUDIT:
M/s JLN US & Co., Chartered Accountant (Regn No. 101543W )was re-appointed as
Statutory Auditors of the Company at the 30th Annual General Meeting and shall
continue to be Statutory Auditors of the Company till the conclusion of 35th Annual
General Meeting to be held for the FY 2026-27.
STATUTORY AUDITORS REPORT
The report given by the Auditors on the financial statements of the Company is part of
the Annual Report. There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report. During the year under review, the
Auditors had not reported any matter under Section 143 (12) of the Act, therefore no
detail is required to be disclosed under Section 134 (3) (ca) of the Act.
29. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made
there under, the Company had appointed M/s Uma Verma& Associates, to conduct
secretarial audit of the Company for the financial year ended 31st March, 2023. The Report
of M/s Uma Verma& Associates in terms of Section 204 of the Act is provided in the
“ANNEXURE 1forming part of this Report. The observations (including any
qualification, reservation, adverse remark or disclaimer) are self- explanatory.
ANNUAL SECRETARIAL COMPLIANCE REPORT & OTHER REPORTS
A Secretarial Compliance Report for the financial year ended 31st March 2023 on
compliance of all applicable SEBI Regulations and circulars/ guidelines issued there under
was obtained from M/s. Uma Verma &Associates ., Secretarial Auditors, and submitted to
the stock exchange.
In line with the Circular dated February 08, 2019 issued by the Securities and Exchange
Board of India, Annual Secretarial Compliance Report for the year ended 31st March, 2023
confirming compliance of all applicable SEBI Regulations, Circulars and Guidelines by the
Company was issued by M/s Uma Verma & Associates, Practicing Company Secretaries and
filed with the Stock Exchanges.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company complies with all the applicable mandatory Secretarial Standards issued by
The Institute of Company Secretaries of India.
30. COST RECORD
Section 148(1) of the Companies Act, 2013 with respect to maintenance of Cost records
is not applicable to your Company.
31. 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, 2023 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.
The Companys Internal Auditors have conducted periodic audits to provide reasonable
assurance that the Companys established policies and procedures have been followed.
32. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE &POLICY
The Company is not falling under the Section 135 of the Companies Act. So the
applicability of Corporate Social Responsibility is not applicable on the Company. Hence,
there is no requirement to formulate CSR Policy
Dhampure Speciality Sugars Limited- Annual Report 2022-2023
33. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
Our Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weakness in the design or operation was observed.
Based on the deliberation with Statutory Auditors to ascertain their views on the
financial statements including the Financial Reporting System and Compliance to Accounting
Policies & Procedures, the Audit Committee was satisfied with the adequacy and
effectiveness of the Internal Control and System followed by the Company.
34. RISK MANAGEMENT POLICY
The Company has duly approved a Risk Management Policy. The Company has an effective
risk management procedure, which is governed at the highest level by the Board of
Directors, covering the process of identifying, assessing, mitigating, reporting and
review of critical risks impacting the achievement of Companys objectives or threaten its
existence.
The Risk Management Policy of the Company can backseat https://www.dhampurgreen.com/pages/investor-relations/
under Policies Codes.
35. VIGIL MECHANISM POLICY
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule
7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the
SEBI LODR, your Company has a Vigil Mechanism namely, Whistle Blower Policy for directors,
employees and business partners to report genuine concerns about unethical behavior,
actual or suspected fraud or violation of your Companys 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.
Vigil Mechanism Policy can be accessed at https://www.dhampurgreen.com/pages/investor-
relations/ under Policies Codes.
36. ANNUAL RETURN
According to the provisions of Section 92(3) of the Companies Act, 2013 read with
Companies (Management and Administration) Rules, 2014, The draft Annual Return of the
Company in Form MGT-7 has been placed on the Companys website under the head Investor
Relations at https://www.dhampurgreen.com/pages/investor-relations
37. RELATED PARTY TRANSACTIONS
Your Company has adopted a Related Party Transactions Policy. The Audit Committee
reviews this policy from time to time and also reviews and approves all related party
transactions, to ensure that the same are in line with the provisions of applicable law
and the Related Party Transactions Policy. The Committee approves the related party
transactions and wherever it is not possible to estimate the value, approves limit for the
financial year, based on best estimates. All the related party transactions of the Company
are reviewed by the Audit Committee and presented to the Board on a quarterly basis. These
transactions were at arms length basis and in the ordinary course of business and are in
compliance with the provisions of Section 188 of
the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules,
2014 and Listing Regulations. There were no materially significant related party
transactions entered into by the Company. Hence Form AOC-2 under these rules is not
applicable to the Company. The disclosures relating to related parties are explained in
Note 30 in the Notes to Accounts attached to the Balance sheet. The policy of the Company
on Related Party Transactions can be accessed
athttps://www.dhampurgreen.com/pages/investor-relations/ under Policies Codes.
38. INDIAN ACCOUNTING STANDARDS (IND AS), 2015
The annexed financial statements comply in all material aspects with Indian Accounting
Standards (Ind AS) notified under Section 133 of the Act [Companies (Indian Accounting
Standards) Rules, 2015] and other relevant provisions of the Act.
39. DEPOSITORY SYSTEM
The Companys shares are available for dematerialization with National Securities
depository Ltd. (NSDL) and Central Depository Services (I) Ltd. (CDSL). 97.57% of the
total shareholding of the Company was held in dematerialized form as on 31st March 2023
40. PREVENTION OF HARRASMENT
As required by the Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of
harassment at workplace with a mechanism of lodging complaints. During the year under
review, no complaints were reported to the Board.
41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI LODR”) forms part of this as ANNEXURE 6 of this Annual Report.
42. INTERNAL AUDIT
During the Financial year ended 31st March 2023 your Company has engaged the services
of M/s. ALPS & Associates, Chartered Accountants, as Internal Auditors to carry out
the Internal audit of the Company. The reports of the Internal Auditors, along with
comments from the management are placed for review before the Audit Committee. The Audit
Committee in consultation with the Statutory Auditor also scrutinizes the audit plan and
the adequacy of Internal controls.
43. PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act, 2013 read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are provided in ANNEXURE 2 to this Report.
The Board of Directors wishes to thank all employees for their contributions to the
Companys operations throughout the year. The Companys growth has been aided by the
collective spirit of cooperation among all levels of personnel, as well as their sense of
ownership and devotion.
44. 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) Secretarial Audit Report (Form MR 3) :Annexure1
b) Details pertaining to remuneration as required under section 197 of the companies
act, 2013 read with rule 5(1) of the companies (appointment and remuneration of managerial
personnel) rules, 2014 :Annexure2
c) 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 3
d) Statement containing salient features of the financial statement or subsidiaries or
associate companies or joint ventures (AOC-1) :Annexure 4
e) Certificate by Managing Director and Chief Financial Officer of the company under
regulation 17(8) of SEBI (LODR) regulations, 2015 :Annexure5
f) Management Discussion and Analysis Report Annexure 6
g) Corporate Governance report Annexure 7
h) Independent Auditors Certificate on Compliance with Corporate Governance Annexure 8
45. HUMAN CAPITAL
Relation with employees continued to be cordial and harmonious. HR policies of the
Company are aimed at attracting, motivating and retaining employees at all levels.
46. TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF )
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection
Fund Authority (Accounting, Audit Transfer and Refund) Rules, 2016 (“IEPF
Rules”) read with the relevant circulars and amendments thereto, there is no amount
of dividend is due for transfer to IEPF.
47. DETAILS OF FRAUDS REPORTED BY AUDITORS U/S 143(12) OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT.
There is no fraud reported by auditors U/s 143(12) of Companies Act,2013.
48. 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.
For and On behalf of the Board of Dhampure Speciality Sugars Limited
Place: New Delhi Date: 31st August, 2023
Sd/- |
Sd/- |
Sorabh Gupta |
Praveen Singh |
Managing Director |
Director |
DIN:00227776 |
DIN:07145827 |
+91-9892691696
