Dhunseri Ventures Ltd Directors Report.

Dear MemberS

Your Directors are pleased to present the 104th Annual Report of your Company together with the Audited Financial Statements for the year ended March 31, 2020.

Financial Results

(Rs. in Lakhs)

Particulars 2019-2020 2018-2019
Turnover and other income 6,229.61 79,767.14
Profit before interest and depreciation 2,359.44 10,419.96
Interest 549.76 2,257.14
Profit before depreciation 1,809.68 8,162.82
Provision for depreciation 141.98 55.55
Profit before exceptional item and tax 1,667.70 8,107.27
Exceptional Item - 2,732.67*
Profit before tax 1,667.70 5,374.60
Provision for tax
- Current tax 239.61 406.08
- Deferred tax (355.32) (117.52)
- Adjustment for earlier years - -
Profit after tax 1,783.41 5,086.04
Profit/(Loss) for the year 1,783.41 5,086.04
Opening Balance of Retained Earnings (Surplus in Statement of Profit and Loss) 45,405.19 36,640.95
Profit/(Loss) for the year 1,783.41 5,086.04
Other Comprehensive Income (12.63) 0.07
Total Comprehensive Income for the Year 1,770.78 5,086.11
Transfer within equity - Gain on sale of equity shares designated as FVOCI-transfer to retained earnings (net of tax) (1,054.24) 5,155.98
Dividends paid (1,400.99) (1,225.87)
Tax on dividend (287.98) (251.98)
Closing Balance in Retained Earnings 44,432.76 45,405.19

Global Pandemic - COVID-19

The national lockdown announced on March 23, 2020 owing to the COVID-19 pandemic affected activities of organizations across the economic ecosystem, impacting earning prospects and creating volatility in the stock markets. The Company has considered the possible risk that may result from the pandemic relating to COVID-19 on the carrying amounts of assets including investments and other financial and non-financial assets. The future income from investments and the valuations of investee companies would depend on the global economic developments in the coming months. Based on the current assessment of the potential impact of the COVID-19 on your Company, your management is of the view that your Company has adequate liquidity to service its obligations and sustain its operations.

However, the impact assessment of COVID-19 is a continuing process given the uncertainties associated with its nature and duration. The impact of the global health pandemic may be different from that estimated as on the date of approval of the financial statements and the Company will continue to closely monitor any material changes to future economic conditions.

Material changes and commitments affecting financial position of the Company

There are no material your changes and commitment affecting financial position of your Company which has occurred between the end of the financial year of your Company i.e. March 31, 2020 and the date of this Report.

Dividend

Your Directors have recommended a dividend @ Rs. 0.50/- (Previous Year @ Rs. 4.00/-) per equity share of Rs. 10/- each for the year ended March 31, 2020 subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM).

Directors and Key Managerial Personnel

Mrs. Anuradha Kanoria (DIN: 00081172) has been appointed as an Additional Director of your Company (in the category of an Independent Director) w.e.f. August 14, 2019 considering her integrity, expertise and experience and is proposed to be appointed as an Independent Director for a term of five consecutive years at the ensuing AGM. Appropriate resolution

for her appointment is being placed for the approval of the members of the Company at the ensuing AGM. The Board of Directors of your Company recommended her appointment as an Independent Director of your Company.

Mr. Raj Vardhan Kejriwal (DIN: 00449842) has been appointed as an Additional Director of your Company (in the category of an Independent Director) w.e.f. July 3, 2020 considering his integrity, expertise and experience and is proposed to be appointed as an Independent Director for a term of five consecutive years at the ensuing AGM. Appropriate resolution for his appointment is being placed for the approval of the members of the Company at the ensuing AGM. The Board of Directors of your Company recommended his appointment as an Independent Director of your Company.

Mr. Bharat Jhaver (DIN: 00379111) has resigned from the post of Independent Director of your Company w.e.f. February 12, 2020. He chose to be a Non-Independent Director in view of the requirements of MCA in regard to the compliance pertaining to registration in Independent Directors databank and proficiency test. Further, he has been appointed as an Additional Director of your Company (in the category of Non-Executive NonIndependent Director) w.e.f. February 12, 2020 who shall hold office till the ensuing AGM of the Company and is proposed to be appointed as a Non-Executive Non-Independent Director.

Mr. Pradip Kumar Khaitan (DIN: 00004821) has resigned from the post of Director of your Company w.e.f. December 17, 2019 due to the fact that he wanted to reduce the number of Companies on which he was already on the Board. Your Board of Directors wish to place on record their sincerest appreciation for the contribution made by him during his tenure.

Mr. Anurag Bagaria (DIN: 00111917) has resigned from the Board of your Company w.e.f. February 12, 2020 due to his preoccupation in his new business ventures. Your Board of Directors wish to place on record their sincerest appreciation for the contribution made by him during his tenure.

Declaration from Independent Directors on Annual Basis

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 (the Act) as well as the Rules made thereunder and are Independent of the management.

Your Company had received the declaration of Independence u/s 149(7) of the Companies Act, 2013 from all the Independent Directors of your Company specifying that they meet the criteria of Independence as per Section 149(6) of the Companies Act, 2013 and declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, along with a declaration as provided in the Notification dated October 22, 2019, issued by the Ministry of Corporate Afiairs ("MCA"), regarding the requirement relating to enrollment in the Data Bank for Independent Directors.

Policy on Directors Appointment and Remuneration

The policy of the Company on Directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, Independence of a Director and other matters, as required under Sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at (http://aspetindia.com/wp-content/uploads/2019/04/ Nomination-and-Remuneration-Policy-1.pdf). We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Directors Responsibility Statement Pursuant to Section 134(5) of the Companies Act, 2013

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed:

(a) That in the preparation of the annual accounts, the applicable accounting standards aligned with IND AS had been followed along with proper explanation relating to material departures, if any;

(b) That the Directors had selected such accounting policies aligned as per IND AS and applied them consistently, made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of afi^airs of the Company at the end of the FY and of the profit and loss of the Company for that period;

(c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the Directors prepared the annual accounts on a going concern basis;

(e) That the Directors, had laid down Internal Financial Controls for the Company and that such Internal Financial Controls are adequate and were operating efi^ectively; and

(f) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efi^ectively.

Holding, Subsidiaries and Joint Ventures:

I. Holding Company:

Dhunseri Investments Ltd. is holding 56.44% of the equity share capital of your Company as on March 31, 2020.

II. Subsidiary Companies:

A. Dhunseri Infrastructure Ltd.

The Company had been developing an "Information Technology Park" at Kolkata IT Park, SEZ, Bantala. Due to some environmental issues and adverse market of IT industry as a whole, the project was on hold.

Your Company has considered the proposal of Government of West Bengal, Department of Information Technology and Electronics for the exchange of Land from Bantala to the plots of land in Bengal Silicon Valley IT Hub being developed by West Bengal Housing Infrastructure Development Corporation Ltd. (WBHIDCO). Certain clarifications for the same are still awaited and accordingly, your Company would be considering the said proposal after evaluating all the terms and conditions of the said exchange of land.

The Board of Approvals, Ministry of Commerce & Industries, Government of India vide Notification dated December 17, 2019 has made all the SEZs as "Multi-Sector Special

Economic Zones". In view of the aforesaid, the Company is considering various options for the utilization of the land for other industries including leather and allied industries.

B. Twelve Cupcakes Pte Ltd.

Global Foods Pte. Ltd. (subsidiary of Dhunseri Ventures Ltd.) was amalgamated with Twelve Cupcakes Pte. Ltd. (step- down subsidiary of Dhunseri Ventures Ltd.) with effect from December 30, 2019. The amalgamated Company is Twelve Cupcakes Pte. Ltd. which is a Private Company limited by Shares wherein your Company is holding 52,90,000 shares (88.68%) of the equity share capital.

Your Company has given a Corporate Guarantee amounting to SGD 2.1 Mn (Rs. 1,106.26 lakhs) during the FY 2019-20 to Standard Chartered Bank in respect of the loan taken by its subsidiary, Twelve Cupcakes Pte. Ltd. as against SGD 1.365 Mn (Rs. 697.85 lakhs) as on March 31, 2019.

The number of outlets of Twelve Cupcakes Pte. Ltd. as on March 31, 2020 is 35.

III. Associate Companies:

A. Tastetaria Foods Private Ltd.

Your Company continues to hold 25% of the share capital in Tastetaria Foods Private Ltd.

B. IVL Dhunseri Petrochem Industries Private Ltd.

Your Company continues to hold 50% of the equity share capital in IVL Dhunseri Petrochem Industries Private Ltd.

C. IVL Dhunseri Polyester Company S.A.E.

Your Company holds 50% stake in IVL Dhunseri Polyester Company S.A.E and the balance 50% stake is held by Indorama group.

An amount of USD 16.45 Mn which was outstanding from IVL Dhunseri Polyester Co. S.A.E, equivalent to Rs. 11,724.57 lakhs was converted into 1,645,000 equity shares of USD 10 each during the FY 2019-20. Such shares are pending for allotment.

Information about the Financial Performance/Financial Position of the Subsidiaries, Associate and Joint Venture

A separate statement containing the salient features of Financial Statements of all Subsidiary/Associate/Joint Ventures of your Company forms a part of consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. Shareholders desirous of obtaining the report and accounts of your Companys subsidiaries may obtain the same upon request. It is also available on the website of your Company www.aspetindia.com. In view of the continuing statutory restrictions on the movement of persons at several places in our Country, Members may also send an advance request at the e-mail id- investors@aspetindia.com for an electronic inspection of the aforesaid documents.

As required under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Audited Consolidated Financial Statements of your Company are also attached and forms part of the Companys Annual Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings/Outgo

There are no particulars in regard to the conservation of energy, technology absorption as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

The Foreign exchange expenses/outflow in the FY 2019-20 is Rs. 606.72 lakhs.

Further, earnings/inflow in foreign exchange in the FY 2019-20 is Rs. 934.17 lakhs.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached as "Annexure-A" to this Report.

Pursuant to Section 134(3)(a), the Annual Return of the Company is available in the Companys website (weblink: http://aspetindia. com/stock-exchange-disclosure/annual-return/)

Corporate Social Responsibility

A Corporate Social Responsibility Committee was reconstituted during the period under review with Mr. C.K.Dhanuka, as the Chairman, Dr. B.Sen and Mrs. A.Kanoria as the members.

The updated Corporate Social Responsibility Policy of your Company is available in the Companys website (weblink: http:// aspetindia.com/wp-content/uploads/2020/08/Corporate-Social- Responsibility-Policy.pdf)

Your Company carries out CSR activities mainly through Dhanuka Dhunseri Foundation (DDF) or any other implementing agency as the CSR Committee and the Board decides.

The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is attached as "Annexure-B" to this Report.

Details Relating to Remuneration to Directors, Key Managerial Personnel and Employees

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ Employees of your Company is attached as "Annexure-C" to this Report.

Auditors and Auditors Report Statutory Auditors

M/s B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022), the present Statutory Auditors of your Company shall hold office till the end of 106th AGM which was approved in the AGM held on August 7, 2017.

The Auditors Report for the FY 2019-20 does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditors and Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mamta Binani & Associates, Practising Company Secretaries was appointed as the Secretarial Auditor of your Company for the FY 2019-20.

The Secretarial Audit Report issued by Mamta Binani & Associates,

I Practising Company Secretaries for the FY ended March 31, 2020 , is attached as an "Annexure-D" to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Records and Cost Auditors

The provisions of Cost Audit and Records as prescribed under Section 148 of the Companies Act, 2013, are not applicable to I your Company.

Business Responsibility Report

In terms of Regulation 34(2)(f) of the Listing Regulations, top 1000 listed entities based on their market capitalisation as on March 31, of every Financial Year are required to prepare a Business Responsibility Report ("BRR") forming part of the Annual Report.

Accordingly, the Company has prepared the BRR describing the initiatives taken by the Board from an environmental, Social and ; Governance perspective. , The said BRR is forming part of Annual Report and is attached as an "Annexure-E" to this Report and is also uploaded on the website of the Company at www.aspetindia.com

Adequacy of Internal Financial Controls with reference to Financial Statements

Your Company has in place adequate internal financial controls as required u/s 134(v)(e) of the Companies Act, 2013. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. During the year, such controls were tested with reference to Financial Statements and , no material weakness in the design or operation was observed.

Particulars of Loans, Guarantees and Investments

I Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in note no. 7 of the Standalone Financial Statements.

Risk Management

Your Company has established a Risk Management Policy as approved by the Board. The two major mechanisms of risk management are the Monitoring of Statutory and Legal compliances and Internal Audit.

Related Party Transactions

All the contracts/arrangements/transactions entered by your Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. They were on similar terms as per the terms and conditions of the agreements entered into between the parties.

None of the transactions with any of the related parties was in conflict with the Companys interest.

The necessary disclosures regarding the transactions are provided in the notes to accounts. The Company has also formulated a policy on dealing with the Related Party Transactions and necessary approval of the Audit Committee and the Board of Directors were taken wherever required in accordance with the Policy.

Annual evaluation of the performance of the Board, its Committees and Individual Directors

The Independent Directors of your Company had reviewed the performance of non-Independent Directors and the Board as a whole along with the performance of the Chairman of your Company at its meeting held on February 12, 2020.

The Independent Directors well appreciated the functioning of the Board of Directors as well as Committees of the Board. They were also highly satisfied with leadership role played by the Chairman.

The Board of Directors at its meeting held on July 3, 2020 had evaluated the performance of the Independent Directors based on a list of evaluation criteria for performance evaluation. The efl^ectiveness of the Board was discussed and evaluated based on the evaluation criteria as well as the performance evaluation of the Board Committees was also conducted at the same meeting.

The evaluation process focused on various aspects of the functioning of the Board and Committees such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. The guidance note issued by SEBI on Board Evaluation was duly considered while conducting the evaluation exercise. Separate exercise was carried out to evaluate the performance of Individual Directors on parameters such as qualifications, experience, availability and attendance, constructive contribution, knowledge and competency etc.

As an outcome of the above exercise, it was noted that the Board as a whole is functioning as a cohesive body which is well engaged with different perspectives and is believed that it is the collective effectiveness of the Board that impacts Companys performance. The Board Members from different backgrounds bring about different complementarities that help Board discussions to be rich and value adding. It was also noted that the Committees are functioning well and besides the Committees terms of reference as mandated by law, important issues are brought up and discussed in the Committee Meetings.

Corporate Governance, Management Discussion and Analysis Reports

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 34(3) and Schedule V of the Listing Regulations. A report on Corporate Governance and Management Discussion and Analysis Reports are included as a part of this Report.

Certificate from the Secretarial Auditors of the Company confirming the compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report.

The details of Board Meetings held during the FY 2019-20, details of Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Nomination and Remuneration policy and Vigil Mechanism/Whistle Blower Policy are covered in the Corporate Governance Report.

Environment, Health and Safety

Environmental, Health and Safety is of great importance to your Company. Your Company continuously strives to ensure environment sustainable practices and provide a safe and healthy workplace for its employees.

Prevention of Sexual Harassment at Workplace

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has an Internal Complaints Committee to address complaints pertaining to sexual harassment in the workplace.

Credit Rating by Infomerics Valuation and Rating Private Ltd.

Your Directors inform that Infomerics Valuation and Rating Private Ltd. had reviewed and assigned the Credit rating of IVR A+/Stable Outlook (IVR Single A Plus with Stable Outlook) rating to the Long Term Bank facilities of your Company.

Compliance with Secretarial Standards

Your Company is in compliance with the relevant provisions of the Secretarial Standard issued by The Institute of Company Secretaries of India and approved by the Central Government.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions in regard to the under-mentioned items during the year under review:

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of sweat equity shares to employees of the Company/ Issue of Employees Stock Option Scheme.

Further, your Company has not accepted any deposits from the public. There were no outstanding balances relating to Fixed Deposits as at the beginning and end of the FY 2019-20.

There are no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

Employees

Your Company believes that employees are the most valuable assets of any organization. Your Directors wish to place on record their deep sense of appreciation for the co-operation, dedication and committed services by all the employees of your Company who play a pivotal role in the growth of your Company.

Acknowledgement

The Directors wish to place on record their sincere appreciation for the whole-hearted support received from the banks, shareholders and all other associated with your Company. The Board of Directors also thank the employees of your Company for their valuable service and support during the year.

For and on behalf of
The Board of Directors
Place: Kolkata C.K.Dhanuka
Date: July 3, 2020

Executive Chairman