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Dhunseri Ventures Ltd.

BSE: 523736 Sector: Industrials
NSE: DVL ISIN Code: INE477B01010
BSE 00:00 | 17 Jan 74.20 0.20
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73.25

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75.00

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73.25

NSE 00:00 | 17 Jan 74.20 0.35
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74.70

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75.00

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OPEN 73.25
PREVIOUS CLOSE 74.00
VOLUME 1488
52-Week high 117.00
52-Week low 65.00
P/E 3.67
Mkt Cap.(Rs cr) 260
Buy Price 73.20
Buy Qty 60.00
Sell Price 77.00
Sell Qty 2.00
OPEN 73.25
CLOSE 74.00
VOLUME 1488
52-Week high 117.00
52-Week low 65.00
P/E 3.67
Mkt Cap.(Rs cr) 260
Buy Price 73.20
Buy Qty 60.00
Sell Price 77.00
Sell Qty 2.00

Dhunseri Ventures Ltd. (DVL) - Director Report

Company director report

Your Directors hereby present the 102nd Annual Report of your Companytogether with the Audited Financial Statements for the year ended March 31 2018.

Financial Results

Particulars 2017-18 2016-17
Turnover and other income 96112.09 3659.42
Profit before interest and depreciation 4551.15 1514.09
Interest 139.14 8.37
Profit before depreciation 4412.01 1505.72
Provision for depreciation 42.94 45.22
Profit before exceptional item and tax 4369.07 1460.50
Exceptional Item - (18266.20)
Profit before tax 4369.07 (16805.70)
Provision for tax
- Current tax 539.19 1465.65
- Deferred tax 169.08 (16065.57)
- Adjustment for earlier years - -
Profit after tax 3660.80 (2205.78)
Profit/(Loss) for the year 3660.80 (2205.78)
Opening Balance of Retained Earnings (Surplus in Statement of Profit and Loss) 33828.05 37703.05
Profit/(Loss) for the year 3660.80 (2205.78)
Other Comprehensive Income (4.80) 17.97
Total Comprehensive Income for the Year 3656.00 (2187.81)
Dividends paid (700.50) (1400.99)
Tax on dividend (142.60) (286.20)
Closing Balance in Retained Earnings 36640.95 33828.05

Note: During the year there are no transfer to the General Reserve.

Operations

The income of the Company during the year under review comprised of income from sale oftraded goods export incentive dividend income profit on sale of investment of shares& securities lease rental income and royalty.

Material changes and commitments affecting financial position ofthe Company.

There are no material changes and commitment affecting financial position ofthe Companywhich has occurred between the end of

the financial year ofthe Company i.e. March 31 2018 and the date of this Report.

Dividend

Your Directors have recommended a dividend @ Rs.3.50/- (Previous Year @ Rs.2.00/-) perequity share of Rs.10 /- each for the year ended March 31 2018 subject to the approval ofthe shareholders at the ensuing Annual General Meeting (AGM).

Directors and Key Managerial Personnel

Mr. Siddhartha Rampuria has been appointed as an Additional

Director of your Company (in the category of Independent Director as a Non-ExecutiveDirector) w.e.f. April 11 2018 and is proposed to be appointed as an Independent Directorfor a term of five consecutive years at the ensuing AGM. Appropriate resolution for hisappointment is being placed for the approval of the members of the Company at the ensuingAGM. The Board of Directors of the Company recommend his appointment as the IndependentNonExecutive Director ofyour Company.

The tenure of Mr. Rajiv Kumar Sharma as the Executive Director (Finance) ceased onMarch 31 2018. He was re-designated as Executive Director (Finance) & CFO w.e.f.February 12 2016 by the Board of Directors at its meeting held on February 12 2016. Heis proposed to be re-appointed as the Executive Director (Finance) & CFO of theCompany for a tenure of three years w.e.f. April 1 2018 liable to retire by rotation.Your Directors recommend approval of his re-appointment as the Executive Director(Finance) & CFO of the Company liable to retire by rotation. The particulars requiredfor his re-appointment as aforesaid are contained in the Notice for the AGM ofthe Company.

Declaration from Independent Directors on Annual Basis

Your Company had received the declaration of Independence u/s 149(7) of the CompaniesAct 2013 from all the Independent directors of your Company specifying that they meet thecriteria of independence as per Section 149(6) of the Companies Act 2013.

Directors' Responsibility Statement Pursuant to Section 134(5) ofthe Companies Act2013

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

(a) That in the preparation of the annual accounts the applicable accounting standardsaligned with IND AS had been followed along with proper explanation relating to materialdepartures if any;

(b) That the Directors had selected such accounting policies aligned as per IND AS andapplied them consistently made judgements and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end oftheFY and ofthe profit and loss ofthe Company for that period;

(c) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 andthat such Internal Financial Controls are adequate and were operating effectively; and

(f) That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Holding Subsidiaries and Joint Ventures:

I. Holding Company:

Dhunseri Investments Limited is holding 55.79% of the equity share capital ofyourCompany as on March 31 2018.

II. SubsidiaryCompanies:

A. Dhunseri Infrastructure Limited

The Company had started developing an "Information Technology Park" atKolkata IT Park SEZ Bantala. However the said project is held up at present due toadverse market conditions.

B. Tastetaria Private Limited

Your Company has entered into a joint venture ("Agreement") on March 29 2018with Choicest Enterprises Limited ("CEL") of Ambuja Neotia group to collaboratewith each other in the business of seffing up and operating restaurants for making andselling the well known "UNO" Brand of Chicago style deep-dish pizzas and suchother business as may be decided in future. The JV Company chosen for this purpose isTastetaria Private Limited "Tastetaria" which was formed in the year 2016 andwas already pursuing such business on its own as a wholly owned subsidiary of yourCompany. Pursuant to the said agreement CEL would acquire 75% ofthe existing sharecapital of Tastetaria from your Company while your Company would retain 25% of the sharecapital in Tastetaria.

C. Global Foods Pte. Limited

Global Foods Pte. Limited has become the subsidiary of your Company w.e.f. June 232017 with the conversion of 16000 Optionally Convertible Debentures of SGD 100 each inGlobal Foods Pte Limited into equity shares. Your Company has invested SGD 365000(equivalent to Rs.1.73 Crs.) in the form of 365000 equity shares of SGD 1 each in GlobalFoods Pte. Limited during the FY 2017-18 and accordingly your Company holds 77.23% in theequity share capital of the said Company as on March 312018.

D. Twelve Cupcakes Pte. Limited

Twelve Cupcakes Pte. Limited is a wholly owned subsidiary of Global Foods Pte. Limitedand Global Foods Pte. Limited is a subsidiary of your Company. Accordingly TwelveCupcakes Pte. Limited has become the step down subsidiary of your Company w.e.f. June 232017. As per the requests for funding from Twelve Cupcakes Pte. Limited in view of itsexpansion plan your Company has provided funds amounting to SGD 365000 to TwelveCupcakes Pte. Limited through Global Foods Pte. Limited in the FY 2017-18 as well hasprovided Corporate Guarantee for an amount of SGD 1.365 Mn equivalent to ?6.76 Crs. andacting as a guarantor in favour of Standard Chartered Bank for the loan taken by TwelveCupcakes Pte Limited.

III. JointVenture:

A. IVL Dhunseri Petrochem Industries Private Limited (IDPIL)

At present your Company is holding 50% of the equity share capital in IVL DhunseriPetrochem Industries Private Limited (IDPIL). Micro Polypet Private Limited alongwith itssubsidiaries Eternity Infrabuild Private Limited and Sanchit Polymers Private Limited hasbeen merged with IVL Dhunseri Petrochem Industries Private Limited w.e.f. December 182017 in pursuance of the order passed by the Hon'ble National Company Law TribunalKolkata Bench dated December 4 2017 for approving the Scheme of Amalgamation. Theappointed date in respect of the aforesaid scheme was April 1 2016.

B. Overseas Joint Venture - Egyptian Indian Polyester Co. S.A.E. (EIPET) Restructuring

A settlement has reached between your Company

Egyptian Indian Polyester Co. S.A.E. ("EIPET") and EIPET Lenders namelyCommercial International Bank (Egypt) S.A.E. ("CIB") International FinanceCorporation ("IFC") Ahli United Bank Egypt S.A.E. ("AUBE") and AhliUnited Bank B.S.C. ("AUBE") vide agreement dated April 19 2018 for a One TimeSettlement of an amount of USD 87 Million (United States Dollars Eighty Seven Million) anddischarge all their respective rights and obligations in relation to the Loan AgreementsProject Funds and Share Retention Agreement (the "PFSRA") and the SecurityDocuments executed between the parties in connection with availing financial facilities.In consideration for this settlement and release it has been agreed to pay the Banks theSettlement amount as full payment in full satisfaction of the claims subject to the termsand conditions of the agreement entered into amongst the parties. The full amount of USD87 Mn (United States Dollars Eighty Seven Million) would be paid to CommercialInternational Bank (Egypt) S.A.E. ("CIB") acting as Security agent on behalf ofthe EIPET Lenders. To enable EIPET to pay the Settlement amount to the lenders yourCompany through internal accruals and short term bridge financing to be raised in Indiawould infuse the same into EIPET. To facilitate the same your Company would remit thesaid fund in the form of shareholder loan. Out of the total shareholder loan an amount ofupto USD 25 Mn would be converted into equity. In this regard as on date your Companyhas already remitted USD 8.8 Mn to EIPET.

Further your Company has also entered into a Share Purchase Agreement on May 20 2018with Egyptian Petrochemicals Holding Company ("ECHEM") for the purchase of 23%stake of our joint venture Company - Egyptian Indian Polyester Company S.A.E("EIPET") in not more than seven tranches.

Further your Company has also proposed to purchase the entire shareholding of 39900(7%) shares of Engineering for Petroleum & Process Industries Company("ENPPI") in EIPET.

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 ofconsolidated Financial Statements in compliance with Section 129 and other applicableprovisions if any of the Companies Act 2013. Shareholders who wish to have a hard copyof the full reports and accounts of the subsidiaries will be provided the same on receiptof written request from them. These documents will also be available for inspection by anyshareholder at the registered office of the Company and that of the subsidiaries on anyworking day during business hours except on Saturdays.

As required under the Companies Act 2013 and Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Audited Consolidated Financial Statements of your Company are alsoattached and form part of the Company's Annual Report.

Conservation of Energy Technology Absorption Foreign Exchange Earnings/Outgo

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

The Foreign exchange outgo in the FY 2017-18 is Rs.6896.16 Lakhs.

Further earnings in foreign exchange in the FY 2017-18 is Rs.80515.20 Lakhs.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder 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 thisReport.

Corporate Social Responsibility

A Corporate Social Responsibility Committee was constituted on May 22 2014 with Mr.P.K.Khaitan as the Chairman and Mr. C.K.Dhanuka and Dr. B.Sen as the members.

The updated Corporate Social Responsibility Policy of your Company is available in theCompany's website (weblink: http://aspetindia.com/wp-content/uploads/2018/03/Corporate-Social- Responsibility-Policy.pdf)

Your Company carried CSR activities mainly through DhanukaDhunseri Foundation (DDF).

The Annual Report on CSR activities in accordance with the Companies (Corporate SocialResponsibility 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 withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/Employees ofyour 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 thepresent Statutory Auditors of your Company shall hold office till the end of 106thAGM which was approved in the AGM held on August 7 2017.

The Auditors' Report for the FY 2017-18 does not contain any qualificationreservation adverse remark or disclaimer.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Mamta Binani& Associates practising Company Secretaries was appointed as the Secretarial Auditorof your Company for the FY 2017-18.

The Secretarial Audit Report issued by Mamta Binani practising Company Secretary forthe FY ended March 31 2018 is attached as an "Annexure-D" to this Report.

The Secretarial Audit Report does not contain any qualification reservation adverseremark or disclaimer.

Adequacy of Internal Financial Controls with reference to Financial Statements

Your Company has in place adequate internal financial controls as required u/s134(v)(e) of the Companies Act 2013. Your Company has adopted policies and procedures forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures. During the year such controls were testedwith reference to Financial Statements and no material weakness in the design or operationwas observed.

Particulars of Loans Guarantees and Investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

Risk Management

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

Related PartyTransactions

All the contracts/arrangements/transactions entered by your Company during thefinancial year with related parties were in the ordinary course of business and on anarm's length basis. They were on similar terms as per the terms and conditions of theagreements entered into between the parties.

None of the transactions with any of the related parties was in conflict with theCompany's interest.

Particulars of Contracts or arrangement entered into with Related parties during theyear pursuant to the provisions ofSection 134 (3) (h) of the Companies Act and Rule 8(2)of the Companies (Accounts) Rules 2014 are given in "Annexure - E" in form AOC- 2 and the same forms part of this Report.

Few related party transactions in the FY 2017-18 are subject to the approval of theshareholders at the forthcoming Annual General Meeting based on the transactions crossingthe materiality threshold as per the Listing Regulations.

The necessary disclosures regarding the transactions are provided in the notes toaccounts.

The Company has also formulated a policy on dealing with the Related Party Transactionsand necessary approval of the Audit

Committee and Board of Directors were taken wherever required in accordance with thePolicy.

Formal Annual Evaluation

The Independent Directors of your Company had reviewed the performance ofnon-independent directors and the Board as a whole along with the performance of theChairman of your Company at its meeting held on February 14 2018.

The Board of Directors at its meeting held on May 21 2018 had evaluated theperformance of the Independent Directors based on a list of evaluation criteria forperformance evaluation. The effectiveness of the Board was discussed and evaluated basedon the evaluation criteria as well as the performance evaluation of the Board Committeeswas also conducted in the same meeting.

The evaluation process focused on various aspects of the functioning of the Board andCommittees such as composition of the Board and Committees experience and competenciesperformance of specific duties and obligations governance issues etc. The guidance noteissue by SEBI on Board Evaluation was duly considered while conducting the evaluationexercise. Separate exercise was carried out to evaluate the performance of individualdirectors on parameters such as qualifications experience availability and attendanceconstructive contribution knowledge and competency etc.

As an outcome of the above exercise it was noted that the Board as a whole isfunctioning as a cohesive body which is well engaged with different perspectives. TheBoard Members from different backgrounds bring about different complementarities that helpBoard discussions to be rich and value adding. It was also noted that the Committees arefunctioning well and besides the Committee's terms of reference as mandated by lawimportant 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 inRegulation 34(3) and Schedule V of the Listing Regulations. A report on CorporateGovernance and Management Discussion and Analysis Reports are included as a part of thisReport.

Certificate from the Statutory Auditors of the Company confirming the compliance withthe conditions of Corporate Governance as stipulated under the Listing Regulations isattached to this Report.

The details of Board Meetings held during the FY 2017-18 details of Audit CommitteeStakeholders Relationship Committee Nomination and Remuneration Committee Nomination andRemuneration policy and Vigil Mechanism/Whistle Blower Policy are covered in the CorporateGovernance Report.

Environment Health and Safety

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

General

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

(a) Issue of equity shares with differential rights as to dividend voting orotherwise.

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

Further your Company has not accepted any deposits from the public. There were nooutstanding balances relating to Fixed

Deposits as at the beginning and end of the FY 2017-18.

There are no significant material orders passed by the Regulators or Courts orTribunals which would impact the going concern status ofyour Company and its futureoperations.

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 forthe co-operation dedication and committed services by all the employees of your Companywho play a pivotal role in the growth of your Company.

Acknowledgement

The Directors wish to place on record their sincere appreciation for the whole-heartedsupport received from the banks customers suppliers shareholders and all othersassociated with your Company. The Board of Directors also thank the employees of theCompany for their valuable service and support during the year.

For and on behalf of The Board of Directors
Place: Kolkata C.K.DHANUKA
Date: May21 2018

Executive Chairman

Annexure C to Board's Report

I. Details pertaining to remuneration as required under Section 197(12) of theCompanies Act 2013 read with rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

(i) The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary in the FY 2017-18 and the ratio of theremuneration of each Director to the median remuneration of the employees of the Companyfor the FY 2017-18 are as under:

Name of Director/KMP Title Remuneration for the Year Ended 31.03.2018 (Rs. in lakhs) % age increase in remuneration in the FY 2017-18 as compared to the Previous Year 2016-17 Ratio of remuneration of each Director to median remuneration of employees ofthe Company for the FY 2017-18
Mr. C.K.Dhanuka (Note-2) Executive Chairman 77.31 38% 8:1
Mrs. A.Dhanuka Managing Director 96.80 (Note-3) 10:1
Mr. R.K.Sharma Executive Director (Finance) & CFO 92.75 3% 10:1
Mr. M.Dhanuka Vice Chairman 1.50

N.A. (Note-1)

0:1
Mr. P.K.Khaitan Non-Executive & Non-Independent Director 1.50 0:1
Mr. J.P.Kundra Non-Executive & Independent Director 4.60 0:1
Dr. B.Sen Non-Executive & Independent Director 3.10 0:1
Mr. D.P.Jindal Non-Executive & Independent Director 0.50 0:1
Mr. A.Bagaria Non-Executive & Independent Director 0.90 0:1
Mr. B.Jhaver Non-Executive & Independent Director 3.10 0:1
Ms. S.Gulati Company Secretary & Compliance Officer 8.27 51% 1:1

(ii) The median remuneration of employees of the Company during the FY 2017-18 is T9.31lakhs p.a. Median annual remuneration of employees has been increased by 22.82% during theFY 2017-18 over the previous FY 2016-17.

(iii) There were 14 permanent employees on the rolls ofthe Company as on March 312018.

(iv) It is hereby affirmed that the remuneration paid during the year ended March 312018 is as per the Remuneration Policy of the Company.

Note-1 - There is no increase in Siffing Fees payable to the Non Executive Directors.The siffing fees is paid based on the number of meetings attended during the FY 2017-18.

Note-2 - In case of Executive Chairman the reduction in remuneration is due to lowercommission on account of lower profits in the FY 2017-18 as compared to FY 2016-17.

Note-3 - In case of Managing Director the date of appointment was February 10 2017accordingly the remuneration paid in FY 2016-17 was from February 10 2017 to March 312017 which is not comparable with that of FY 2017-18.

II. Details pertaining to employees as required under Section 197(12) of the CompaniesAct 2013

List of top Ten employees of the Company in terms of the remuneration drawn and namesof every employee who was employed for throughout and part ofthe year and was in receiptof remuneration exceeding the limits laid down in the Companies Act 2013 -

Name Age (yrs) Qualification Date of commencement of Employment Designation Remuneration Received (?) Experience Last Employment
Mrs. A.Dhanuka 58 B.A 9.12.2016 Managing Director 9680000.00 16 years Naga Dhunseri Group Ltd.
Mr. R.K.Sharma 53 B.Com (H) A.C.A. A.C.S. 1.11.1998 Executive Director (Finance) & CFO 9274846.00 31 years Dhunseri Tea & Industries Ltd.
Mr. C.K.Dhanuka 64 B.Com (H) 7.2.1975 Executive Chairman 7730500.00 43 years First Employment
Mr. M.Beriwala 39 B.Com (H) CFA 2.4.2012 Executive Assistant 2927842.00 14 years Merrill Lynch Bank of America
Mr. A.Aggarwal 53 B.Com 29.3.2013 Manager Business Development 1200000.00 31 years Self employed
Ms. D.Poddar 35 MS Finance 1.7.2017 Senior Research Analyst 1071900.00 10 years Crisil Ltd.
Mr. P.K.Sultania 64 B.Com 1.4.2006 Sr. Manager (Admin) 1034860.00 16 years PDK Shenaz Hotel Pvt. Ltd.
Ms. S.Gulati 29 M.Com CS LLB 26.8.2010 Company Secretary & Compliance Officer 827138.00 8 years First Employment
Ms. S.Agarwal 31 C.A 5.12.2016 Manager- Accounts 776245.00 6.5 years Tata Steel Processing and Distribution Ltd.
Mr. S.Mall 32 MBA CFA FRM 2.1.2017 Analyst 767621.00 8 years Dalmia Securities Pvt. Ltd.

Notes:

1. No employee holding two percent of the equity shares of the Company by himself oralong with his spouse and dependent children was employed throughout the FY 2017-18 orpart thereof with remuneration in excess of that drawn by the Managing Director orWhole-Time Director ofthe Company. Mr. C.K.Dhanuka holds 45520 shares (0.13%) in theCompany Mrs. A.Dhanuka holds 82510 shares (0.24%) in the Company and Mr. R.K.Sharmaholds 500 shares (0.00%) in the Company.

2. Remuneration includes Basic Salary HRA Special Allowance Contribution to SuperAnnuation Fund Commission Ex-gratia LTA Leave Encashment Incentives and taxable valueof Perquisites.

3. Nature of Employment is contractual.

4. Mr. C.K.Dhanuka Mrs A.Dhanuka and Mr. M Dhanuka are related to each other. Mr.C.K.Dhanuka and Mrs. A.Dhanuka are husband and wife. Mr. M Dhanuka is the son of Mr.C.K.Dhanuka and Mrs. A.Dhanuka. None ofthe other employees mentioned above is related toany Directors of the Company.

Annexure E to Board's Report

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto

1. Details of contracts or arrangements or transactions not at arm's length basis -There were no contracts or arrangements or transactions entered into during the year endedMarch 31 2018 which were not at arm's length basis.

2. Details of material contracts or arrangement or transactions at arm's length basis -

(a) Name(s) ofthe related party and nature of relationship - IVL Dhunseri PetrochemIndustries Pvt. Ltd. (IDPIL) (Formerly Dhunseri Petglobal Ltd.) Indirect shareholding ofmore than 2% in IDPIL

(b) Nature of contracts/arrangements/transactions - Purchase and Sale Agreementwith IDPIL dated April 1 2017 relating to export of PET Resins manufactured by IDPIL asper the terms of the agreement. The prices charged under this Agreement is based on eachPurchase Order which are mutually discussed between the parties prior to inclusion in therelevant Purchase Order.

(c) Duration ofthe contracts/arrangements/transactions- From April 1 2017 tillMarch 31 2018 which is automatically renewed for 1 year on the same terms.

(d) Salient terms ofthe contracts or arrangements or transactions includingthe valueif any - Pursuant to the said agreement the Company is acting as the MerchantExporter whereas IDPIL is the Manufacturing Exporter who is supplying PET Resins to theCompany while the Company is exporting to European Union and certain Latin Americanterritories.

The Company has purchased PET Resin amounting to Rs.90047.32 lakhs during the FY2017-18.

(e) Date(s) ofapproval bythe Board ifany- March 14 2017

(f) Amount paid as advances if any - Not Applicable

For and on Behalf of
The Board of Directors
Place: Kolkata C.K.Dhanuka
Date: May 21 2018

Executive Chairman