To,
The Members of
Dhampur Bio Organics Limited
Your Directors are pleased to present the 4th Annual Report
on the business and operations of the Company together with the Audited Financial
Statements for the financial year ended March 31, 2024.
FINANCIAL RESULTS
The Company?s financial performance for the year under review
along with previous year?s figures are given hereunder:
Financial Highlights:
Rs ( in Crore)
Particulars |
Consolidated |
Standalone |
|
For the year ended March
31, 2024 |
For the year ended March
31, 2023 |
For the year ended March
31, 2024 |
For the year ended March
31, 2023 |
| Revenue from operations |
2,394.42 |
2654.44 |
2361.16 |
2648.60 |
Profit before finance costs,
tax, depreciation and amortization, exceptional items and other comprehensive income |
160.30 |
216.14 |
161.60 |
212.91 |
| Less: Finance costs |
45.33 |
40.84 |
45.27 |
40.74 |
| Less: Depreciation and Amortization expense |
49.48 |
40.53 |
49.46 |
40.32 |
| Profit before Tax after exceptional items |
65.49 |
134.77 |
66.87 |
135.78 |
| Provision for Tax |
19.00 |
23.67 |
18.05 |
23.76 |
| Net Profit for the year |
46.49 |
111.10 |
48.82 |
112.02 |
| Other comprehensive income (net of tax) |
(0.93) |
(1.13) |
(0.91) |
(1.83) |
Total comprehensive income for the year |
45.56 |
109.97 |
47.91 |
110.19 |
OPERATIONAL PERFORMANCE
The key operational data of the Company is as under:
Sugar operations at a glance
Particulars |
For the Year ended March
31, 2024 |
For the Year ended March
31, 2023 |
| Cane crushed (in lakh ton) |
41.44* |
43.22* |
| Net Recovery (%) |
10.32 |
9.42 |
| Sugar Produced from Cane (in lakh ton) |
4.23 |
3.51 |
*Includes 0.31 lakh tons (5.99 lakh tons in FY 2022-23) of cane
diverted towards syrup derived ethanol in FY 2023-24.
Renewable Energy operations at a glance
Particulars |
For the Year ended March
31, 2024 |
For the Year ended March
31, 2023 |
| Power generated (in Cr. units) |
30.25 |
34.53 |
| Power sold to UPPCL (in Cr. units) |
9.68 |
14.67 |
Bio Fuels and Spirits operations at a glance
Particulars |
For the Year ended March
31, 2024 |
For the Year ended March
31, 2023 |
| Ethanol produced (in lakh bulk litres) |
931.4 |
980.59 |
Country liquor
Particulars |
For the Year ended March
31, 2024 |
For the Year ended March
31, 2023 |
| Sales (No. of cases) |
25,04,325 |
11,62,009 |
COMPANY?S PERFORMANCE DURING FY 2023-24
Company?s Performance during financial year 2023-24 has been
explained in Management Discussion and Analysis Report which forms an integral part of
this Annual Report.
RECLASSIFICATION OF PROMOTERS
During the financial year under review, pursuant to Order of the
Hon?ble National Company Law Tribunal (NCLT), Allahabad Bench dated April 27, 2022
approving the Scheme of Arrangement between Dhampur Sugar Mills Limited and Dhampur Bio
Organics Limited and their respective shareholders and creditors (Scheme), the application
for reclassification of promoters was filed in June 2023 with both the Stock Exchanges
i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and the same is
pending for approval.
CONSOLIDATED FINANCIAL STATEMENTS AND SUBSIDIARY/ ASSOCIATE & JOINT
VENTURE COMPANIES
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 i.e. Dhampur International Pte. Ltd., as per Companies Act, 2013
is given in the Form AOC 1 as Annexure 1 which forms an integral part of this Report.
Dhampur International Pte Ltd. (DIPL) has total revenue of H62.93 Crore
for the year ended March 31, 2024 as compared to last year?s revenue of H266.91
Crore.
Audited Financial Statements of the subsidiary Company for FY 2023-24
have been placed on the website of the Company at https:// www.dhampur.com/subsidiary and
are available for inspection at the Company?s registered office.
CHANGE IN THE NATURE OF BUSINESS
During the financial year under review, there was no change in the
nature of business of the Company.
DIVIDEND
The Directors are pleased to recommend a final dividend of H2.50 (25%)
per equity share of H10 each for financial year 2023-24, which if approved at the
forthcoming Annual General Meeting, will be paid to all those Equity Shareholders of the
Company whose names appear in the Register of Members and whose names appear as beneficial
owners as per the beneficiary list furnished for the purpose by National Securities
Depository Limited ("NSDL") and Central Depository Services (India) Limited
("CDSL") as on record date fixed for this purpose. The Dividend Distribution
Policy as approved by the Board is uploaded on the Company?s website under the head
‘Policies? at https://www.dhampur.com/investor/other-disclosures.
RESERVES
The Company has earned Net Profit after tax of H48.82 Crores for the
year ended March 31, 2024 which has been accumulated in Retained Earnings. During the year
under review, the Company has transferred H0.28 Crores to Molasses Reserve Fund.
SHARE CAPITAL
The share capital of the Company, as on March 31, 2024, is as under
Authorised Share Capital |
Amount (in Rs) |
| 91600000 Equity Shares of H10 each |
91,60,00,000 |
Total |
91,60,00,000 |
Issued, Subscribed and Paid-up Share
capital |
Amount (in Rs) |
| 66387590 Equity shares of H10 each |
66,38,75,900 |
Total |
66,38,75,900 |
During the financial year under review, the Company has neither issued
shares with differential voting rights as to dividend, voting or otherwise nor issued
shares (including sweat equity shares) to the employees or Directors of the Company under
any scheme. Also, the Company has not issued any convertible instrument during the year.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the financial year, there was no change in the composition of
the Board of Director of the Company.
Presently, the Company?s Board comprises of 9 (nine) Directors.
Besides Chairman and Managing Director who are Executive Promoter Directors, the Board has
1 (one) Whole Time Director,
1 (one) Non-Executive Promoter Director and 5 (five) Non- Executive
Independent Directors including 1 (one) Non-Executive Independent Woman Director.
Directors Retiring by Rotation
In order to comply with the provisions of Companies Act, 2013 and
Articles of the Company, Mrs. Bindu Vashist Goel, Director (DIN: 09591778) will retire by
rotation at the ensuing Annual General Meeting and being eligible offers herself for
re-appointment. Brief profile of the Director seeking re-appointment have been given as an
annexure to the Notice of the ensuing AGM.
Re-appointment of Whole Time Director
It has been proposed to re-appoint Mr. Sandeep Kumar, Whole Time
Director (DIN: 06906510) for further period of 1 year w.e.f. April 05, 2024 subject to
approval of Shareholders in the ensuing Annual General Meeting of the Company.
Brief profile of the Director seeking re-appointment have been given as
an annexure to the Notice of the ensuing AGM.
Declaration by Independent Directors
The Independent Directors of your Company have confirmed that they meet
the criteria of Independence as prescribed under Section 149 of the Companies Act, 2013
and Regulation 16 of the Securities Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (herein after referred to as "Listing
Regulations") and they are not aware of any circumstance or situation, which could
impair or impact their ability to discharge duties with an objective independent judgement
and without any external influence.
POLICY ON DIRECTORS? APPOINTMENT AND REMUNERATION
The Company has formulated Nomination and Remuneration Policy in
accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the
Listing Regulations. Details of the said policy have been disclosed in the Corporate
Governance Report attached to this Report. The said policy is also available on the
website of the Company under the head Policies at https://www.dhampur.com/investor/
other-disclosures.
ANNUAL PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEESS AND DIRECTORS
Details pertaining to the way evaluation of the Board, its committees
and individual Directors has been carried out, form part of Corporate Governance Report.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
All Independent Directors are familiarised with the operations and
functioning of the Company at the time of their appointment and on an ongoing basis. The
details of familiarisation program are provided in the Corporate Governance Report and is
also available on the website of the Company under the head ‘Policies? at
https:// www.dhampur.com/investor/other-disclosures.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 your Directors state that: a) in the preparation of the annual accounts, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any; b) the Directors had 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 (including other comprehensive
income) of the Company for that period; c) the Directors had taken proper and sufficient
care for the maintenance of adequate accounting records in accordance with the provisions
of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; d) the annual accounts have been prepared on a
going concern basis; e) the Directors had laid down Internal Financial controls to be
followed by the Company and that such Internal Financial Controls are adequate and
operating effectively; and f ) the Directors, had devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems are adequate
and operating effectively.
DEPOSITS
During the financial year under review, the Company did not invite or
accept any deposits from the public falling under the ambit of Section 73 and 76 of the
Companies Act, 2013 and rules framed thereunder.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the relevant notes to
Financial Statements forming part of this annual report.
MATERIAL CHANGES DURING THE YEAR
There have been no material changes affecting the financial position of
the Company which have occurred between the end of the financial year of the Company and
the date of the Report.
RELATED PARTY TRANSACTIONS
There are no materially significant related party transactions made by
the Company with Promoters, Directors or Key Managerial Personnel etc. which may have
potential conflict with the interest of the Company at large.
The Policy on Related Party Transactions as approved by the Board of
Directors is uploaded on the Company?s website under the head ‘Policies? at
https://www.dhampur.com/investor/other-disclosures. Disclosure of Related Party
Transactions is set out in Note No. 46 of the Standalone Financial Statements.
All transactions entered with Related Parties for the year under review
were on arm?s length basis and in the ordinary course of business and the provisions
of Section 188 of the Companies Act, 2013 and Rules made there under are not attracted.
Thus, disclosure in Form AOC-2 in terms of Section 134 of Companies Act, 2013 is not
required.
CREDIT RATING
Details of Credit Ratings assigned to the Company are given in the
Corporate Governance report.
AUDITORS
Statutory Auditors and their Audit Report
M/s. Mittal Gupta & Co., Chartered Accountants, (ICAI Firm
Registration number 001874C) was appointed as Statutory Auditors of the Company at the 1st
Annual General Meeting and shall continue to be Statutory Auditors of the Company till the
conclusion of 6th Annual General Meeting to be held for the FY 2025-26.
The report given by the Auditors on the Standalone and Consolidated
Annual Financial Statements of the Company for the year ended March 31, 2024 forms part of
this Annual Report. The Auditor?s comments on the Company?s account are
self-explanatory in nature and do not require any explanation. Further, there is no
qualification, reservation, adverse remark or disclaimer given by the Auditors in their
reports. The Auditors of the Company have not reported any fraud in terms of the second
proviso to Section 143(12) of the Companies Act, 2013 and therefore no detail is required
to be disclosed under Section 134 (3)(ca) of the Companies Act, 2013.
Cost Accounts and Cost Auditors
As per the requirement of Central Government and pursuant to Section
148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules,
2014 as amended from time to time, the Board of Directors has on the recommendation of
Audit Committee appointed Mr. S.R. Kapur, Cost Accountant as Cost Auditors to audit the
Cost Accounts of the Company for the year ended March 31, 2025. As required under the
Companies Act, 2013 the remuneration payable to Cost Auditors is required to be placed
before the members in ensuing Annual General Meeting for their rati_cation. Accordingly, a
resolution seeking member?s rati_cation for the remuneration payable to Mr. S.R.
Kapur, Cost Auditors of the Company is included in the Notice convening Annual General
Meeting of the Company.
Secretarial Auditors and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made there under, the Company has appointed M/s. GSK & Associates, Company
Secretaries to undertake the Secretarial Audit of the Company for the year ended March 31,
2025. The Secretarial Audit Report for the FY 2023-24 is annexed as Annexure
– 2 and forms an integral part of this report. Further, there is
no secretarial audit qualification for the financial year under review. Annual Secretarial
Compliance Report as required under Regulation 24A of Listing Regulations as amended is
also annexed as Annexure – 2A and forms part of this report.
INTERNAL FINANCIAL CONTROL
The Company has adequate Internal Control system with reference to the
financial statements and commensurate with the size and scale of its operations. The
Internal Auditors evaluate the efficacy and adequacy of internal control system,
accounting procedures and policies adopted by the Company for efficient conduct of its
business, prevention and detection of frauds and errors. Based on the report of internal
audit, corrective actions are undertaken by the Company, which are reviewed periodically.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the
Company, is provided in a separate section and forms an integral part of this Annual
Report.
CORPORATE GOVERNANCE
In accordance with Listing Regulations a separate report on Corporate
Governance is given along with the Secretarial Auditors? Certificate on its
compliance in the Annual Report. The Certificate does not contain any qualification,
reservation or adverse remark.
BUSINESSRESPONSIBILITYANDSUSTAINABILITYREPORT
As per Regulation 34 of Listing Regulations, Business Responsibility
and Sustainability Report for FY 2023-24 is annexed as Annexure 3 to this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company complies with all the applicable mandatory Secretarial
Standards issued by the Institute of Company Secretaries of India.
NUMBER OF BOARD MEETINGS HELD DURING THE YEAR
The Board of Directors met 5 (five) times during the financial year
2023-24 on April 25, 2023; July 25, 2023; October 9, 2023, January 18, 2024 and February
5, 2024 respectively. Time gap between any of the two consecutive meetings does not exceed
120 days.
COMMITTEES OF THE BOARD
The Board of Directors have following Committees:
Mandatory Committees
Audit Committee.
Nomination and Remuneration Committee.
Stakeholders? Relationship Committee.
Corporate Social Responsibility Committee.
Risk Management Committee
Non-Mandatory Committees
Management Committee
Details of the Committees are provided in the Corporate Governance
Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During financial year 2023-24, the Company has spent H1.88 crore
towards CSR expenditure. The initiatives undertaken by the Company were focused on
education, healthcare, skill development and women empowerment. The Corporate Social
Responsibility Policy as approved by the Board is uploaded on the Company?s website
under the head ‘Policies? at https://www.dhampur.com/
investor/other-disclosures.
The Company?s CSR Policy statement and annual report on CSR
activities undertaken by the Company during the financial year as per provisions of
Section 135 of the Companies Act, 2013 read with the Companies (The Corporate Social
Responsibility Policy) Rules, 2014 ("CSR Rules") is set out in Annexure – 4
to this Report.
DETAILS OF UNPAID AND UNCLAIMED DIVIDEND AND INVESTOR EDUCATION AND
PROTECTION FUND
In terms of the provisions of section 124(6) of Companies Act, 2013
read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016, during the financial year under review, the Company transferred
the amount of final dividend declared for financial year 2022-23 amounting to H7,62,282.50
to the Investor Education and Protection Fund pertaining to shares lying in IEPF Account.
RISK MANAGEMENT
Risk is an integral part of business and therefore, the Company has
formed a Risk Management Policy laying the framework to identify and mitigate the risks,
whether internal or external, which could materially impact operations of the Company. The
Risk Management Committee constituted by the Board of Directors of the Company monitors
and assess risks management process. There are no risks which, in the opinion of the
Board, threaten the very existence of your Company.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
This policy provides a secure avenue to directors, employees, business
associates and other stakeholders of the Company for raising their concerns against the
unethical practices.
Further, the Policy also provides adequate safeguards to the whistle
blower by keeping his identity confidential and prevent victimization of persons who may
use such mechanism.
The Vigil Mechanism/Whistle Blower Policy as approved by the Board is
uploaded on the Company?s website under the head ‘Policies? at
https://www.dhampur.com/investor/other-disclosures.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are
covered under this policy.
The following is a summary of sexual harassment complaints received and
disposed during the year 2023-24.
| No. of complaints filed during the financial
year |
NIL |
| No. of complaints received |
NIL |
| No. of complaints disposed |
NIL |
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Details of conservation of energy, technology absorption, foreign
exchange earnings and outgo pursuant to Section 134 (3)(m) of the Companies Act, 2013 read
with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure – 5
and forms an integral part of this report.
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 Company?s website under the head
‘Shareholders Meeting? at https://www.dhampur.com/investor/ financials
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY?S OPERATIONS IN FUTURE
There was no such order passed by the regulators or courts or tribunals
impacting the going concern status and Company?s operations in future.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)
No application or any proceeding has been filed against the Company
under the Insolvency and Bankruptcy Code, 2016 during the financial year under review.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the commitment, competence and dedication of
its employees in all areas of the business. The Company has structured induction process
at all locations and management development programmes to update skills of managers.
Industrial relations remained cordial and harmonious during the year.
STATUTORY INFORMATION
The Disclosure required under Section 197(12) of the Companies Act,
2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as Annexure – 6 and forms an integral part of this
Report.
A statement furnishing the names of Top Ten employees in terms of
remuneration drawn and persons employed throughout the year, who were in receipt of
remuneration in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
annexed as Annexure – 6A and forms an integral part of this Report. The said annexure
is not being sent along with this Annual Report to the Members of the Company in line with
the provisions of Section 136 of the Companies Act, 2013. Members who are interested in
obtaining these particulars may write to the Company Secretary and the same will be
furnished on request.
DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS
The requirement to disclose the details of difference between amount of
the valuation done at the time of onetime settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the reasons thereof is not
applicable.
ACKNOWLEDGEMENTS
Your Directors would like to acknowledge and place on record their
sincere appreciation to the shareholders for their confidence in the management of the
Company and gratitude to the Government of India, State Governments and Company?s
Bankers for the assistance, co-operation and encouragement they extended to the Company.
Your Directors also wish to place on record their sincere thanks and appreciation for the
continuing support of investors, vendors, dealers, business associates, the cane growers
for their efforts in ensuring timely cane supply. Your Directors recognize and appreciate
the efforts and hard work of all the employees of the Company and their continued
contribution to promote its development.
For and on behalf of the Board of Directors
|
Vijay Kumar Goel |
| Place : New Delhi |
Chairman |
| Date : April 24, 2024 |
DIN : 00075317 |
|