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Notes to Accounts of Dhunseri Tea & Industries Ltd.

Mar 31, 2015

(A) The Company has one class of equity share having a par value of Rs.10/- each. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in the case of interim dividend. In the event of liquidation the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Nature of Security

i Term Loan from Banks amounting to H400 lakhs (Previous Year Nil) is secured by way of first pari-passu charge on certain Fixed Assets of the Company (including Capital work in progress & equitable mortgage on the tea estates) along with the working capital bankers and further by any other security as may be stipulated by the Bank.

Terms of Repayment

Repayable in 19 Quarterly installments commencing from second quarter of the year ended 31.03.2012.

Term Loans (Auto Loans) from bank and other parties amounting to H35.38 lakhs (Previous Year Nil) are secured by hypothecation of respective vehicles.

Equated Monthly Installments beginning from the month subsequent to taking of the Loans.

(c) Figures indicated in (a) to (b) above includes current maturities of respective borrowings which have been presented in Note 10.

Nature of Security

Loans repayable on demand from Banks are secured by a first hypothecation charge on the current assets of the Company, viz. stock of raw materials, stock-in-process, semi finished and finished goods, stores and spares not relating to plant and machinery, bills receivable, book debts and all other movables, both present and future, wherever situated. Secured by a first hypothecation charge on the movable fixed assets of the Company and equitable mortgage over the immovable properties by deposit of title deeds of tea estates.

(a) Based on the information available with the Company there are no amounts payable under Micro, Small and Medium Enterprise Development Act, 2006.

(a) There are no amounts due for payment to the Investor Education and Protection Fund under Section 205C of the Companies Act, 1956.


The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. As per the scheme, the Gratuity Trust Fund make payment to vested employees at retirement, death/disability, withdrawal of an amount based on the respective employee's eligible salary for specified number of days depending upon the tenure of service subject to a maximum limit of H10 lakhs. Vesting occurs upon completion of five years of service. Liability with regard to the aforesaid gratuity plan is determined by actuarial valuation as set out in Note 1(g)(ii) above, based upon which the Company makes annual contributions for Gratuity to the Trust Fund.

(i) The estimate of future salary increase considered in actuarial valuation takes into account factors like inflation, seniority, promotion and other relevant factors. The expected return on plan assets is determined after taking into consideration composition of plan assets held, assessed risk,historical results on plan assets, the Company's policy for plan asset management and other relevant factors.

(j) Contribution for Defined Contribution Plan comprising H6.32 lakhs (Previous Year Nil) on account of the Company's contribution to Superannuation Fund and H318.40 lakhs (Previous Year Nil) on account of the Company's contribution to Provident funds has been recognised as an expense and included in Note 27 - Employee benefits expenses under the head "Contribution to provident and other funds" in the Statement of Profit and Loss.


Names of related parties and description of relationship:

Where control exists

(A) Subsidiary Company:

(1) Dhunseri Petrochem & Tea Pte Ltd.

(B) Subsidiaries of Dhunseri Petrochem & Tea Pte Ltd.

(2) Makandi Tea & Coffee Estates Ltd.

(3) Kawalazi Estate Company Ltd.


(C) Group Companies (i.e. Companies in which Key Management Personnel is able to exercise significant influence):

(4) Naga Dhunseri Group Limited

(5) Trimplex Investments Limited

(6) Mint Investments Limited

(7) Dhunseri Investments Limited

(8) Dhunseri Petrochem Limited

(D) Key Management Personnel

(9) Mr. C.K.Dhanuka

(E) Relative of Key Management Personnel

(10) Mr Mrigank Dhanuka


The Company is engaged in the integrated process of growing, harvesting and sale of tea and operates in the domestic market. Accordingly the Company is a single segment in accordance with Accounting Standard.


Depreciation for the year amounting to Rs.612.36 lakhs (Previous Year Nil) includes a one time charge of Rs.85.76 lakhs (Previous Year Nil) on account of Net Depreciable value of assets whose useful remaining lives were Nil as on 1st April, 2014 consequent to the decision of the Company to adopt the useful lives specified in Schedule II to the Companies Act, 2013 with effect from that date.


Foreign Currency Exposure that are not hedged by a derivative instrument or otherwise - Loan Taken Rs.1,267.97 lakhs (Previous Year Nil)

Loan Given Rs.619.10 lakhs (Previous Year Nil)

Interest Receivable Rs.40.06 lakhs (Previous Year Nil)

Note 7 LEASE OBLIGATION Operating Lease

The Company has taken various office premises, factory premises and residential accommodation for employees under operating cancellable lease arrangements having tenures ranging between 5 and 9 years. There is no specific obligation for renewal of these agreements. Lease rent for the period amounts to Rs.133.45 lacs (Previous Year Nil) debited to the Statement of Profit and Loss.


Freehold Land and Leasehold Land & Estate Development located at the ten tea estates of the Company have been revalued on April 1, 2014 by Ernst & Young LLP, independent valuer on the bases as set out below:

Freehold Land-Market Method

Leasehold Land & Estate Development (Tea Plantation) - Combination of Market Method and Depreciated Replacement Cost Method. The resultant increase in Net Book Value by H28837.99 lakhs, has been credited to the Revaluation Reserve included under Reserves ans Surplus (Note 3).


Pursuant to the Scheme of Arrangement (the Scheme), duly sanctioned by the Hon'ble High Court at Calcutta at the hearing held on 7th August, 2014, the Tea Division of Dhunseri Petrochem & Tea Limited (DPTL) engaged in the business of cultivation, production and marketing of tea, together with all its assets, liabilities etc. has been transferred as a going concern by way of demerger to the Company, with effect from the appointed date i.e. 1st April, 2014. Upon filing of the certified copy of the Court Order with the Registrar of Companies on 1st September 2014, the Scheme has become operative on and from the said date.

Accordingly the assets and liabilities of the Tea Division as recorded in the books of account of DPTL as on 1st April, 2014 with changes in values consequent to revaluation, as it was appearing in the books of DPTL, being ignored, amounting to Rs.20,614.87 lakhs and Rs.6,661.15 lakhs respectively have been recognized in the books of the Company.

As per the Scheme the Company in consideration of the demerger and transfer of the Tea Division from DPTL issued and allotted to the members of DPTL one equity share of Rs.10 each in the Company, credited as fully paid up for every 5 equity shares of H10 each held by them in DPTL. Accordingly 7,004,951 equity shares have been issued during the year.

The difference between the assets and liabilities amounting to Rs.13,953.72 lakhs recorded above as reduced by the aggregate face value of shares amounting to Rs.700.50 lakhs allotted by the Company was taken to General Reserve. (Refer Note 3)

Further in terms of the Scheme the Company's 50,000 equity shares of H10 each fully paid up outstanding as at 1st April, 2014 were cancelled upon the issue of new equity shares to the shareholders of DPTL.

Note 10

Pending completion of relevant formalities, certain assets and liabilities acquired pursuant to the Scheme of Arrangement as referred to in Note 41, remain included in the books of the Company under the name of the Transferor Company

Note 11

Freehold Land included under Note 13 includes 6.25 Hectares of land declared as Private Forest under the provisions of the Maharashtra Private Forest (Acquisition) Act, 1975,out of a total of 12.92 Hectares (Previous Year Nil)

Note 12

Previous Year figures have been regrouped and rearranged wherever necessary.

1 The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Accounting Standard - 3 on Cash Flow Statements issued by The Institute of Chartered Accountants of India.

2 The Notes referred to above form an integral part of the Cash Flow Statement.

3 Previous year's figures have been regrouped/rearranged wherever necessary.

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