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Dhunseri Ventures Ltd.

BSE: 523736 Sector: Industrials
NSE: DVL ISIN Code: INE477B01010
BSE 00:00 | 29 Jul 307.75 9.55
(3.20%)
OPEN

308.85

HIGH

314.50

LOW

297.65

NSE 00:00 | 29 Jul 308.20 9.10
(3.04%)
OPEN

302.40

HIGH

316.00

LOW

297.60

OPEN 308.85
PREVIOUS CLOSE 298.20
VOLUME 10385
52-Week high 320.00
52-Week low 45.10
P/E 8.32
Mkt Cap.(Rs cr) 1,078
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 308.85
CLOSE 298.20
VOLUME 10385
52-Week high 320.00
52-Week low 45.10
P/E 8.32
Mkt Cap.(Rs cr) 1,078
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dhunseri Ventures Ltd. (DVL) - Director Report

Company director report

Dear MemberS

Your Directors are pleased to present the 104th Annual Report of your Company togetherwith 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 6229.61 79767.14
Profit before interest and depreciation 2359.44 10419.96
Interest 549.76 2257.14
Profit before depreciation 1809.68 8162.82
Provision for depreciation 141.98 55.55
Profit before exceptional item and tax 1667.70 8107.27
Exceptional Item - 2732.67*
Profit before tax 1667.70 5374.60
Provision for tax
- Current tax 239.61 406.08
- Deferred tax (355.32) (117.52)
- Adjustment for earlier years - -
Profit after tax 1783.41 5086.04
Profit/(Loss) for the year 1783.41 5086.04
Opening Balance of Retained Earnings (Surplus in Statement of Profit and Loss) 45405.19 36640.95
Profit/(Loss) for the year 1783.41 5086.04
Other Comprehensive Income (12.63) 0.07
Total Comprehensive Income for the Year 1770.78 5086.11
Transfer within equity - Gain on sale of equity shares designated as FVOCI-transfer to retained earnings (net of tax) (1054.24) 5155.98
Dividends paid (1400.99) (1225.87)
Tax on dividend (287.98) (251.98)
Closing Balance in Retained Earnings 44432.76 45405.19

Global Pandemic - COVID-19

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

However the impact assessment of COVID-19 is a continuing process given theuncertainties associated with its nature and duration. The impact of the global healthpandemic may be different from that estimated as on the date of approval of the financialstatements and the Company will continue to closely monitor any material changes to futureeconomic conditions.

Material changes and commitments affecting financial position of the Company

There are no material your changes and commitment affecting financial position of yourCompany 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 theapproval 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 ofyour Company (in the category of an Independent Director) w.e.f. August 14 2019considering her integrity expertise and experience and is proposed to be appointed as anIndependent Director for a term of five consecutive years at the ensuing AGM. Appropriateresolution

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

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

Mr. Bharat Jhaver (DIN: 00379111) has resigned from the post of Independent Director ofyour Company w.e.f. February 12 2020. He chose to be a Non-Independent Director in viewof the requirements of MCA in regard to the compliance pertaining to registration inIndependent Director's databank and proficiency test. Further he has been appointed as anAdditional Director of your Company (in the category of Non-Executive NonIndependentDirector) w.e.f. February 12 2020 who shall hold office till the ensuing AGM of theCompany 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 yourCompany w.e.f. December 17 2019 due to the fact that he wanted to reduce the number ofCompanies on which he was already on the Board. Your Board of Directors wish to place onrecord 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 ofDirectors wish to place on record their sincerest appreciation for the contribution madeby him during his tenure.

Declaration from Independent Directors on Annual Basis

In the opinion of the Board the Independent Directors possess the requisite expertiseand experience and are persons of high integrity and repute. They fulfill the conditionsspecified in the Companies Act 2013 ('the Act') as well as the Rules made thereunder andare Independent of the management.

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 and declarationon 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 222019 issued by the Ministry of Corporate Afi'airs ("MCA") regarding therequirement 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 thecriteria for determining qualifications positive attributes Independence of a Directorand other matters as required under Sub-section (3) of Section 178 of the Companies Act2013 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 theDirectors is as per the terms laid out in the Nomination and Remuneration Policy of theCompany.

Directors' Responsibility Statement Pursuant to Section 134(5) of the 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 afi^airs of the Company at the end ofthe 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 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 efi^ectively; 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 operatingefi^ectively.

Holding Subsidiaries and Joint Ventures:

I. Holding Company:

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

II. Subsidiary Companies:

A. Dhunseri Infrastructure Ltd.

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

Your Company has considered the proposal of Government of West Bengal Department ofInformation Technology and Electronics for the exchange of Land from Bantala to the plotsof land in Bengal Silicon Valley IT Hub being developed by West Bengal HousingInfrastructure Development Corporation Ltd. (WBHIDCO). Certain clarifications for the sameare still awaited and accordingly your Company would be considering the said proposalafter evaluating all the terms and conditions of the said exchange of land.

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

Economic Zones". In view of the aforesaid the Company is considering variousoptions for the utilization of the land for other industries including leather and alliedindustries.

B. Twelve Cupcakes Pte Ltd.

Global Foods Pte. Ltd. (subsidiary of Dhunseri Ventures Ltd.) was amalgamated withTwelve Cupcakes Pte. Ltd. (step- down subsidiary of Dhunseri Ventures Ltd.) with effectfrom December 30 2019. The amalgamated Company is Twelve Cupcakes Pte. Ltd. which is aPrivate Company limited by Shares wherein your Company is holding 5290000 shares(88.68%) of the equity share capital.

Your Company has given a Corporate Guarantee amounting to SGD 2.1 Mn (Rs. 1106.26lakhs) during the FY 2019-20 to Standard Chartered Bank in respect of the loan taken byits subsidiary Twelve Cupcakes Pte. Ltd. as against SGD 1.365 Mn (Rs. 697.85 lakhs) as onMarch 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 PrivateLtd.

B. IVL Dhunseri Petrochem Industries Private Ltd.

Your Company continues to hold 50% of the equity share capital in IVL DhunseriPetrochem 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 balance50% stake is held by Indorama group.

An amount of USD 16.45 Mn which was outstanding from IVL Dhunseri Polyester Co. S.A.Eequivalent to Rs. 11724.57 lakhs was converted into 1645000 equity shares of USD 10each during the FY 2019-20. Such shares are pending for allotment.

Information about the Financial Performance/Financial Position of the SubsidiariesAssociate and Joint Venture

A separate statement containing the salient features of Financial Statements of allSubsidiary/Associate/Joint Ventures of your Company forms a part of consolidated FinancialStatements in compliance with Section 129 and other applicable provisions if any of theCompanies Act 2013. Shareholders desirous of obtaining the report and accounts of yourCompany's subsidiaries may obtain the same upon request. It is also available on thewebsite of your Company www.aspetindia.com. In view of the continuing statutoryrestrictions on the movement of persons at several places in our Country Members may alsosend an advance request at the e-mail id- investors@aspetindia.com for an electronicinspection 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 ("ListingRegulations") the Audited Consolidated Financial Statements of your Company are alsoattached and forms 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 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 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" tothis Report.

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

Corporate Social Responsibility

A Corporate Social Responsibility Committee was reconstituted during the period underreview 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 theCompany's 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 SocialResponsibility Policy) Rules 2014 is attached as "Annexure-B" to thisReport.

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 of your Company is attached as "Annexure-C" to thisReport.

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 106th AGMwhich was approved in the AGM held on August 7 2017.

The Auditors' Report for the FY 2019-20 does not contain any qualificationreservation adverse remark or disclaimer.

Secretarial Auditors and 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 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 adverseremark or disclaimer.

Cost Records and Cost Auditors

The provisions of Cost Audit and Records as prescribed under Section 148 of theCompanies 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 entitiesbased on their market capitalisation as on March 31 of every Financial Year are requiredto prepare a Business Responsibility Report ("BRR") forming part of the AnnualReport.

' Accordingly the Company has prepared the BRR describing the initiatives taken by theBoard from an environmental Social and ; Governance perspective. The said BRR isforming part of Annual Report and is attached as an "Annexure-E" to thisReport 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/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 oroperation was observed.

Particulars of Loans Guarantees and Investments

I Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in note no. 7 of the Standalone FinancialStatements.

Risk Management

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

Related Party Transactions

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.

The necessary disclosures regarding the transactions are provided in the notes toaccounts. The Company has also formulated a policy on dealing with the Related PartyTransactions and necessary approval of the Audit Committee and the Board of Directors weretaken wherever required in accordance with the Policy.

Annual evaluation of the performance of the Board its Committees and IndividualDirectors

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 12 2020.

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

The Board of Directors at its meeting held on July 3 2020 had evaluated theperformance of the Independent Directors based on a list of evaluation criteria forperformance evaluation. The efl^ectiveness of the Board was discussed and evaluated basedon the evaluation criteria as well as the performance evaluation of the Board Committeeswas also conducted at 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 noteissued 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 and isbelieved that it is the collective effectiveness of the Board that impacts Company'sperformance. The Board Members from different backgrounds bring about differentcomplementarities that help Board discussions to be rich and value adding. It was alsonoted that the Committees are functioning well and besides the Committee's terms ofreference as mandated by law important issues are brought up and discussed in theCommittee 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 Secretarial Auditors of the Company confirming the compliance withthe conditions of Corporate Governance as stipulated under the Listing Regulations formspart of the Annual Report.

The details of Board Meetings held during the FY 2019-20 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.

Prevention of Sexual Harassment at Workplace

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

Credit Rating by Infomerics Valuation and Rating Private Ltd.

Your Directors inform that Infomerics Valuation and Rating Private Ltd. had reviewedand assigned the Credit rating of IVR A+/Stable Outlook (IVR Single A Plus with StableOutlook) 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 Standardissued by The Institute of Company Secretaries of India and approved by the CentralGovernment.

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 FY2019-20.

There are no significant material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of your 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 shareholders and all other associated with your Company.The Board of Directors also thank the employees of your Company for their valuable serviceand support during the year.

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

Executive Chairman

.