Dhunseri Ventures Ltd Directors Report.

Dear Members

Your Directors are pleased to present the 105th Annual Report of your Company together with the Audited Financial Statements for the year ended March 31, 2021.

Financial Results

Particulars 2020-2021 2019-2020
Turnover and other income 16,668.94 6,229.61
Profit before interest and depreciation 14,536.59 2,359.44
Interest 377.80 549.76
Profit before depreciation 14,158.79 1,809.68
Provision for depreciation 216.94 141.98
Profit before exceptional item and tax 13,941.85 1,667.70
Exceptional Item - -
Profit before tax 13,941.85 1,667.70
Provision for tax
- Current tax 664.45 239.61
- Deferred tax 961.59 (355.32)
- Adjustment for earlier years - -
Profit after tax 12,315.81 1,783.41
Profit/(Loss) for the year 12,315.81 1,783.41
Opening Balance of Retained Earnings (Surplus in Statement of Profit and Loss) 44,432.76 45,405.19
Profit/(Loss) for the year 12,315.81 1,783.41
Other Comprehensive Income 14.80 (12.63)
Total Comprehensive Income for the Year 12,330.61 1,770.78
Transfer within equity- Gain on sale of equity shares designated as FVOCI-transfer to
3,881.70 (1,054.24)
retained earnings (net of tax)
Dividends paid (175.12) (1,400.99)
Tax on dividend - (287.98)
Closing Balance in Retained Earnings 60,469.95 44,432.76

Current Status on New Project

For the implementation of the new project of manufacturing of

Polyester Film (BOPET), your Company has incorporated a new

Wholly Owned Subsidiary named "Dhunseri Poly Films Private Limited" with effect from November 28, 2020.

After a long survey and careful examination of various aspects on the Chemical project, your Company had decided not to proceed with the project due to non-availability of raw material and the Project cost estimate to be very high making the project unviable for your Company.

Operations

The income of your Company during the year under review comprised of income from royalty and investment activities.

Global Pandemic - COVID-19

Your 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 non-financial assets. As per the assessment management based on the internal and external information available upto the date of approval of the financial your Company does not foresee any uncertainty related to recoverability or liquidation of the assets and also about the ability of the non-financial assets to generate future economic benefits.

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 your 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 changes and commitment affecting financial position of your Company, which has occurred the end of the financial year of your Company i.e. March 31, 2021 and the date of this Report.

Dividend

Your Directors have recommended a dividend @ C2.50/- (Previous Year @ C0.50/-) per equity share of C10/- each for the year ended March 31, 2021 subject to the approval of Independence theshareholders at the ensuing Annual General Meeting

Directors and Key Managerial Personnel

Mrs. Aruna Dhanuka (DIN: 00005677) will be re-appointed as the Managing Director of your Company w.e.f. February 1, 2022 for a period of five years, based on the approval of the Board at its meeting held on June 2, 2021, subject to the approval of the members at this AGM. Your Directors recommend approval of her reappointment as the Managing Director of your Company.

Mr. Rajiv Kumar Sharma (DIN: 05197101) has been re-appointed as the Executive Director (Finance) & CFO of your Company w.e.f. April 1, 2021 for a period of three years, based on the approval of the Board at its meeting held on February 9, 2021, subject to the approval of the members at this AGM. Your Directors recommend approval of his reappointment as the Executive Director (Finance) & CFO of your Company. and Mr. Sameer Sah (DIN: 01844078) has been appointed as an carried out by the Additional Director of your Company (in the category of an Independent Director) w.e.f. March 17, 2021 considering his statements, integrity, expertise and experience in corporate advisory, foreign investments and private equity, etc. 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 your Company at the ensuing AGM. The Board of Directors of your Company recommended his appointment as an Independent Director of your Company.

Mr. Siddhartha Rampuria (DIN: 00755458) has resigned from the post of Independent Director of your Company w.e.f. January 18, 2021 due to his incapacity to devote the required time to the affairs of your Company. 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 between 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 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 Affairs ("MCA"), regarding the requirement relating to enrollment in the Data Bank for Independent Directors.

Policy on Directors Appointment and Remuneration

The policy of your 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

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 preparationof the annual accounts, the applicable for the 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 affairs 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 detectingfraud and irregularities; other

(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 effectively; 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

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, 2021.

II. Subsidiary Companies:

A. Dhunseri Infrastructure Ltd. Policy of your Company. The Company had been developing an "Information

Technology Park" at Kolkata IT Park, SEZ, Bantala which was on hold primarily due to adverse market of IT industry as a whole. 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 utilization Companyisconsideringvariousoptions of the land for other industries including leather and allied industries and possible use of the SEZ and benefits available thereon. The Board is working for utilising the space and is quite optimistic that it will start giving positive results once the pandemic situation improves

B. Dhunseri Poly Films Pvt. Ltd.

Your Company is holding 1,54,10,000 shares (100.00%) of the equity share capital in Dhunseri Poly Films Pvt. Ltd. as on March 31, 2021.

Dhunseri Poly Films Pvt. Ltd. was incorporated w.e.f. November 28, 2020 as a wholly owned subsidiary of your Company to carry on the new business of manufacture of Polyester Film (BOPET). Our subsidiary has taken land possession from West Bengal Industrial Development Corporation (WBIDC) and for BOPET Film Line, the Company has signed a contract with Bruckner Maschinenbau GmbH

& Co. KG, a reputed German supplier and an advance for the same has been paid.

The project is likely to start its production from first of 2023.

C. Twelve Cupcakes Pte. Ltd.

Your Company is holding 52,90,000 shares (88.68%) of the equity share capital in Twelve Cupcakes Pte. Ltd.

The Corporate Guarantee in favour of Standard Chartered

Bank is reduced from SGD 2.1 Mn (C1,106.26 lakhs) to SGD 1.05 Mn (C570.48 lakhs) during the FY 2020-21 in respect of the loan taken by its subsidiary, Twelve Cupcakes Pte. Ltd.

The number of outlets of Twelve Cupcakes Pte Ltd. as on

March 31, 2021 is 34.

III. Associate Companies:

A. IVL Dhunseri Petrochem Industries Pvt. Ltd.

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

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

An amount of USD 16.45 Mn which was outstanding from IVL Dhunseri Polyester Co. S.A.E equivalent to

C11,724.57 lakhs was converted into 16,45,000 equity shares of USD 10 each and the allotment of shares were completed on March 4, 2021 after obtaining all local approvals.

Your Company continues to hold 50% stake in IVL

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

Tastetaria Foods Pvt. Ltd. has ceased to be your Companys Associate Company w.e.f March 8, 2021 as your Company has divested its entire shareholding of 25% in Tastetaria Foods Pvt. Ltd. in favour of its existing JV partner Choicest Enterprises Limited ("CEL") of Ambuja Neotia group and its impact is captured in the financials.

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 second wave of COVID-19 and continuingstatutory restrictions on the movement of persons at several places in our Country,

Members may 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 your 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 Section134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

The Foreign exchange expenses/outflow in the FY 2020-21 is C88.51 lakhs.

Further, earnings/inflow in foreign exchange in the FY 2020-21 is

C52.41 lakhs.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the

Companies Act, 2013 the Annual Return as on March 31, 2021 is available on the Companys website on http://aspetindia.com/ wp-content/uploads/2021/07/Form-MGT-7.pdf

Corporate Social Responsibility

A Corporate Social Responsibility Committee was reconstituted on July 3, 2020 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/2021/06/Corporate-Social-Responsibility-Policy.pdf)

Your Company carries out CSR

Dhunseri Foundation (DDF) or any other implementing agency as 34(2)(f) of the Listing 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-A" to this Report.

Key Details Relating to Remuneration Managerial Personnel and Employees

The information required under Section 197 of the Companies 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/Employees of your Company is attached as" Annexure-B" 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 2020-21 does not contain any

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 2020-21.

The Secretarial Audit Report issued by Mamta Binani & Associates, Practicing Company Secretaries for the FY ended March 31, 2021 is attached as an "Annexure-C" to this Report.

The Secretarial Audit Report does not contain any 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 your Company.

Business Responsibility Report through Dhanuka

In terms of Regulation

Company has voluntarily prepared the BRR describing the initiatives taken by the Board from an environmental, Social and Governance perspective.

The said BRR is forming part of the Annual Report and is attached as an "Annexure-D" 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

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, Legal, Investment Compliances and the Internal Audit.

Transactions RelatedParty

All the contracts/arrangements/transactions entered by your Company during the financial year withrelatedpartieswere 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. Your 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 that help a whole along with the performance of the Chairman of your

Company at its meeting held on February 9, 2021. ees terms of reference Committ wellandbesidesthe The Independent Directors well appreciated the functioning of the Board of Directors as well as the Committees of the Board. They were also highly satisfied with the leadership role played the Chairman. The Board of Directors works as a team and there were detailed discussion at the meetings on various agenda items. The Board is a well-diversified team consisting of persons having expertise in the fields of Banking, Finance, Law as well as professionals and industrialist. The Board through its Committees i.e. Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee is in a position have its executed overall supervision at all these key areas. All the Directors participate effectively without any restraint to their views.

The Board of Directors at its meeting held on June 2, 2021 had evaluated the performance of the Independent Directors based on a list of evaluation criteria for performance evaluation. The effectiveness of the Board was discussed and evaluated based the evaluation criteria as well as the performanceevaluation of policy and Vigil the Board Committees was also conducted at the same meeting.

The evaluation process focused on various aspects of the Board and Committees functioning 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

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 differentcomplementarities discussions to be rich and value adding.ItwasalsonotedthattheCommittees are functioning 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 Management Discussion and Analysis Report are included as a part of this Report.

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

The details of Board Meetings held during the FY 2020-21, details of Audit Committee, Stakeholders RelationshipCommittee, Nomination and Remuneration Committee, Nomination and Mechanism/Whistle Blower Policy Remuneration are covered in the Corporate Governance Report.

Environment, Health and Safety

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

Prevention of Sexual Harassment at Workplace

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

Credit Rating by Infomerics Valuation and Rating Pvt. Ltd

Your Directors inform that Infomerics Valuation and Rating Pvt. Ltd. had reaffirmed 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 transactionsin regard to the under-mentioned items during the year under review:

(a) Issue of equity shares withdifferentialrights as to dividend, otherwise. voting or

(b) Issue of sweat equity shares to employees of the Company/ Issue of EmployeesStockOptionScheme.

Further, your Company has not accepted any deposits from the public. There were no outstanding balancesrelatingto Fixed Deposits as at the beginning and end of the FY 2020-21. Prohibition & Redressal) Act, 2013 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 anyorganization.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 plays 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
C.K.Dhanuka
Chairman Executive
Place: Kolkata
Date: June 2, 2021