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Directors Report of Dhunseri Investments Ltd.

Mar 31, 2015

Dear Members,

We have pleasure in presenting the 18th Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March, 2015.

1. Financial Results:

Rs. in lacs)

For the year For the year Particulars ended ended 31.03.2015 31.03.2014

Profit before Depreciation & Taxation 2,531.57 876.31

Less : Depreciation (Net) 14.60 14.03

Provision for taxation (Net) 422.57 64.43

Net profit for the year 2,094.40 797.85

Add : Balance brought forward 1,171.45 173.72

Less : Adjustment made for Fixed Assets (Refer Note No. 24 of the Financial (20.16) — Statements

Amount available for appropriation 3,245.69 971.57

The Directors recommend this amount to be appropriated as under:

Transfer to NBFC Reserve Fund 418.88 159.57

Transfer to General Reserve 2,002.57 500.00

Proposed dividend @ Rs. 1.50 per share 91.46 73.19 (i.e. 15%)

Tax on dividend 18.62 12.44

Balance carried forward 714.16 226.37

3,245.69 971.57

The above results for the year ended 31st March, 2015 comprises of the merged entities (post amalgamation).

2. Operations :

The income of the Company during the year under review comprised of dividend income, profit on sale of shares & securities and tea packeting income.

The tea packeting factory was leased out by the Company to its associate Company viz Dhunseri Tea & Industries Ltd. w.e.f. 1st January, 2015.

3. Scheme of Amalgamation :

Pursuant to the Scheme of Amalgamation sanctioned by the Hon'ble High Court at Calcutta by an Order dated 7th August, 2015, the entire Assets and Liabilities of Plenty Valley Intra Limited (PVIL), i.e. Transferor Company, were transferred to and vested in the Company with effect from 1st April, 2014 i.e. (the appointed date). Pursuant to the Scheme of amalgamation the Authorised share capital of the Company has been increased to Rs. 10,90,54,480/- divided into 1,09,05,448 equity shares of Rs. 10/- each and Clause V of the Memorandum of Association of the Company was altered accordingly. In accordance with the Scheme of Amalgamation, 6,25,000 equity shares of Rs. 10/- each is being issued to the shareholders of PVIL in the ratio of 1(one) Equity Share of Rs. 10/- each of the Company for every 8 (eight) Equity Shares of Rs. 10/- each fully paid-up held by them in PVIL as on the record date (i.e. 25.08.2015). Further 383270 equity shares of the Company held by the transferor company i.e. PVIL stood cancelled as per the Scheme.

4. Dividend :

The Directors have recommended dividend at Rs. 1.50 per equity share i.e. 15% for the financial year ended 31st March, 2015 subject to approval of the shareholders at the ensuing Annual General Meeting. The said dividend shall be payable on the new equity shares also being alloted to the shareholders of transferor Company i.e. PVIL. The total outgo of dividend amount for 2014-2015 inclsuive of taxes will be Rs. 110.08 lacs.

5. Associate Companies :

The Company has the following two associate companies as on 31st March, 2015.

i) Dhunseri Petrochem Ltd. (Formerly known as Dhunseri Petrochem & Tea Limited)

ii) Dhunseri Tea & Industries Ltd. (Formerly known as Dhunseri Services Limited)

The Company does not have any subsidiaries as on 31st March, 2015.

Pursuant to provisions of Section 129 (3) of the Act, a statement containing salient features of the Associate Companies in Form AOC-1 is attached to the financial statement of the Company.

6. NBFC Public Deposits Directions :

The Company neither invited nor accepted any deposit from the public during the year 2014-15. The Company does not intend to invite or accept any public deposit during the year 2015-16. No amount on account of principal or interest on deposit from public was outstanding as on 31st March, 2015.

7. Extract of Annual Return :

As required u/s 92(3) of the Companies Act, 2013 an extract of the Annual Return in Form MGT - 9 is annexed to this report. (Annexure - I)

8. Number of Meetings of the Board :

The Board met five times during the year 2014-15. The details are provided in the Corporate Governance Report annexed to this Report.

9. Directors' Responsibility Statement :

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors confirm :

(i) that in the preparation of the annual accounts the applicable accounting standards have been followed and no material departures have been made from the same; ii) that they have selected such accounting policies and applied them consistently and 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 financial year and of the profit and loss of the Company for that period;

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the annual accounts on a 'going concern' basis.

(v) that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

(vi) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

With reference to the work performed by the internal auditor, statutory auditor and secretarial auditor and the reviews performed by the management and the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014 - 15.

10. Corporate Governance :

The Corporate Governance Report is annexed and forms an integral part of this Report. The certificate from a practising company secretary confirming compliance with the conditions of corporate governance is annexed to the Report.

11. Corporate Social Responsibility (CSR) :

The net profit for the financial year 2014-15 having exceeded Rs. 5 crore, the Company will be constituting a CSR Committee during 2015-16, as required under Section 135 of the Companies Act, 2013.

12. Directors & Key Managerial Personnel :

Sri Ashok Kumar Lohia, Sri Basudeo Beriwala and Sri Adarsh Garodia were appointed as Independent Directors of the Company for a term of five years at the 17th Annual General Meeting (AGM) held on 11th August, 2014. Sri Purshottam Lal Agarwal retired w.e.f. 11th August, 2014 at the 17th AGM of the Company.

Sri C. K. Dhanuka resigned from the post of Managing Director of the Company w.e.f. 9th September, 2014. Sri C. K. Dhanuka continues to be a Director of the Company.

Sri Mrigank Dhanuka was appointed Managing Director of the Company with concurrent designation of CEO at the Board Meeting held on 9th September, 2014 subject to Members approval without any remuneration.

Sri C. K. Dhanuka retires by rotation at the ensuing AGM and being eligible offers himself for reappointment.

Sri Amit Gupta who was appointed as an Additional Director of the Company at the Board Meeting held on 11th August, 2014 holds office till the ensuing 18th AGM.

The Companies Act, 2013 provides for appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that independent directors shall hold office for a term of upto five consecutive years on the Board of a company and shall be eligible for re-appointment on passing a special resolution by the shareholders of the company.

Sub-section (11) states that no independent director shall hold office for more than two consecutive terms but such independent director shall be eligible for appointment after the expiration of three years of ceasing to become an independent director.

Section 149 (13) states that the provisions of sub-sections (6) and (7) of Section 152 in respect of retirement of directors by rotation shall not be applicable to the appointment of independent directors.

Sri Amit Gupta who was inducted as a Non-Executive Director of the Company at the board meeting held on 11th August, 2014, is proposed to be appointed as an independent director of the Company for a term of five consecutive years w.e.f. 11th August, 2014 subject to members approval at the ensuing 18th AGM. The Board of Directors recommend his appointment.

The Company has received a declaration from Sri Amit Gupta that he meets the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement.

Sri R Mahadevan, Company Secretary and Chief Financial Officer of the Company resigned w.e.f. 9th September, 2014. Ms. Aditi Dhanuka was appointed as Company Secretary and Compliance Officer w.e.f. 9th September, 2014. Sri Pawan Kumar Lath was appointed as the Chief Financial Officer of the Company with effect from 1st October, 2014.

13. Board Evaluation :

The Independent Directors of the Company had reviewed the performance of the Board as well as the Non-Independent directors during the year on the basis of a list of criteria decided by common consensus by the Independent Directors in its meeting held on 31st December, 2014. The Board of Directors in its meeting held on 28th May, 2015 has evaluated the performance of the Independent Directors also on the basis of a list of performance criteria. Further the performance evaluation for the various committees of the Board was also conducted in the same meeting.

14. Policy on directors' appointment and remuneration and other details :

The Company's policy on directors' appointment and remuneration and other matters as required under Section 178(3) of the Act has been disclosed in the Corporate Governance Report.

15. Internal financial control systems and their adequacy :

The details in respect of internal financial control systems and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this report.

16. Audit Committee :

The details pertaining to composition of Audit Committee is included in the Corporate Governance Report, which forms part of this report.

17. Auditors' Report and Secretarial auditors' Report :

The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks and have been annexed to the report.

18. Risk Management :

During the year, a Risk Management Committee was constituted by the Board to frame, implement and monitor the risk management plan of the Company. The committee is responsible for reviewing the company's risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and control. The major risks identified by the Committee are systematically addressed through effective actions on a continuing basis for mitigating such risks.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

19. Particulars of loans, guarantees and investments :

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

20. Transactions with Related Parties :

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which is considered material in accordance with the policy of the Company on materiality of related party transactions.

The Directors draw attention to Note 26 to the financial statement which sets out related party disclosures.

21. Management Discussion And Analysis Report :

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is included in the Corporate Governance Report.

22. Particulars of employees :

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below :

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2014-2015 :

Name of Director Title

Sri C. K. Dhanuka Chairman

Smt. Aruna Dhanuka Non-Executive Director

Sri Mrigank Dhanuka Managing Director & CEO

Sri Brijesh Kumar Biyani Non-Executive Director

Sri Basudeo Beriwala Non-Executive & Independent Director

Sri Ashok Kumar Lohia Non-Executive & Independent Director

Sri Adarsh Garodia Non-Executive & Independent Director

Sri Amit Gupta Non-Executive & Independent Director

Name of Director Ratio to median remuneration

Sri C. K. Dhanuka 0.05

Smt. Aruna Dhanuka 0.09

Sri Mrigank Dhanuka 0.03

Sri Brijesh Kumar Biyani 0.05

Sri Basudeo Beriwala 0.11

Sri Ashok Kumar Lohia 0.05

Sri Adarsh Garodia 0.11

Sri Amit Gupta 0.04

Note : i) No remuneration except sitting fees were paid to the Directors.

ii) Does not include payments to directors of the transferor company i.e. PVIL.

The median remuneration of employees of the Company during the FY 2014-15 is Rs. 3.82 Lakhs.

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year :

Directors, Chief Executive Officer, Chief Financial % increase in Officer and Company Secretary remuneration in the financial year@

1. Sri C. K. Dhanuka, Chairman (Managing Director upto 08.09.2014)# NIL

2. Smt. Aruna Dhanuka* NIL

3. Sri Mrigank Dhanuka, Managing Director & CEO (w.e.f. 09.09.2014)** NIL

4. Sri Brijesh Kumar Biyani* NIL

5. Sri Basudeo Beriwala* NIL

6. Sri Ashok Kumar Lohia* NIL

7. Sri Adarsh Garodia* NIL

8. Sri Amit Gupta* NIL

9. Sri R. Mahadevan, Company Secretary (upto 08.09.2014)@ NIL

10. Sri Pawan Kumar Lath, Chief Financial Officer (w.e.f. 01.10.2014) @ NIL

11. Ms. Aditi Dhanuka, Company Secretary (w.e.f. 09.09.2014) @ NIL

# Sri C. K. Dhanuka was appointed as Managing Director without any remuneration w.e.f. 11.08.2010. Resigned from the post of the Managing Director w.e.f. 09.09.2014.

** Appointed as Managing Director w.e.f. 09.09.2014 without any remuneration. No sitting fee paid there after.

* There has been no increase in sitting fees during 2014 - 2015.

@ This informations being part of the year is not comparable.

c. The percentage increase in the median remuneration of employees in the financial year : 8%

d. The number of permanent employees on the rolls of Company : 3

e. The explanation on the relationship between average increase in remuneration and Company performance :

On an average, employees received an annual increase of about 7%. The individual increments varied from 6% to 8% based on individual performance.

The increase in remuneration is in line with the market trends. In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance apart from an individual's performance.

f. Comparison of the remuneration of the Key Managerial Personnel (KMP) against the performance of the Company :

Aggregate remuneration of KMP in FY 2014-2015 Lakhs) 8.87

Revenue (Rs. Lakhs) 3668.47

Remuneration of KMPs (as % of revenue) 0.24

Profit before Tax (PBT) (Rs. Lakhs) 2516.97

Remuneration of KMP (as % of PBT) 0.35

g. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year :

Particulars March 31, 2015 March 31, 2014 % Change

Market Capitalisation 6322.77 3223.42 96.15 (Rs. lakhs)

Price Earnings Ratio 3.02 4.03 (25.06)

h. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration : Nil

Increase in the managerial remuneration for the year : NIL

i. Comparison of each remuneration of the key managerial personnel against the performance of the Company :

Particulars Mr. C. K. Dhanuka Mr. Mrigank Mr. R. Managing Director Dhanuka @ Mahadevan & CEO (upto Company Company 08.09.2014) Managing Secretary Director (till 08. & CEO (w.e.f 09.2014) 09.09.2014)

Remuneration in FY 2015 — — 3.46

Revenue 3668.47

Remuneration as % of

revenue — — 0.09

Profit before Tax (PBT) 2516.97

Remuneration (as % of PBT) — — 0.14

Particulars Mr. Pawan Kumar Ms. Aditi Dhanuka Secretary Lath Chief Company Secretary Financial Officer (w.e.f. 01.10.2014) (w.e.f 09.09.2014)

Remuneration in FY 2015 3.53 1.88

Revenue

Remuneration as % of

revenue 0.10 0.05

Profit before Tax (PBT)

Remuneration (as % of PBT) 0.14 0.07

j. The key parameters for any variable component of remuneration availed by the directors :

There is no variable component of remuneration for directors as they are entitled to only sitting fees for attending Board / Committee Meetings.

k. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year : None

l. Affirmation that the remuneration is as per the remuneration policy of the Company :

The Company affirms remuneration is as per the remuneration policy of the Company.

m. The statement of particulars of employees under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 : Nil

23. Disclosure requirements :

As per Clause 49 of the listing agreements the Corporate Governance Report along with a certificate there on from a Practicing Company Secretary is attached with this report.

Details of the familiarization programme of the independent directors are available on the website of the Company http://dhunseriinvestments.com/downloads/Familiarisation-Programme-of-In dependent-Directors.pdf

Policy for determining material subsidiaries of the Company is available on the website of the Company (http:// dhunseriinvestments.com/downloads/DIL-policy-for-determining-material-su bsidiary.pdf).

Policy on dealing with related party transactions is available on the website of the Company (http:// dhunseriinvestments.com/downloads/related-party-transaction-policy.pdf).

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges and the said policy is available on the website of the Company (http://dhunseriinvestments.com/ downloads/DIL-vigil-mechanism.pdf).

24. State of Company's affairs :

The Company's main business being investment in shares and securities, the Management regularly monitors the changing market conditions and trends. There is neither any change in the nature of business of the Company nor any significant and material orders were passed by any regulator or court or tribunals impacting the going concern status affecting the Company's operation in future.

25. Material changes and commitments, if any, affecting the financial position of the Company :

There are no such material changes and commitments which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

26. Particulars regarding conservation of energy & technology absorption etc. :

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure II which forms part of this report.

27. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 :

As the Company does not have the required number of employees the provisions of this Act is not applicable to the Company.

28. Green Initiatives :

As part of our green initiative, the electronic copies of this Annual Report including the Notice of the 18th AGM are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of this Annual Report including the Notice of the 18th AGM are sent by permitted mode.

The Company is providing e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting is provided in note 10 annexed to the Notice.

29. Acknowledgement :

The Board of Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the banks and other authorities. The Board of Directors also thankthe employees of the Company for their valuable service and support during the year. The Board of Directors also gratefully acknowledge with thanks the cooperation and support received from the shareholders of the Company.

For and on behalf of the Board of Directors

Place : Kolkata C. K. DHANUKA Date : The 13th day of August, 2015 Chairman


Mar 31, 2014

Dear Members,

We have pleasure in presenting the Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

For the year For the year ended ended 31.03.2014 31.03.2013 (Rs. in Lac) (Rs. in Lac)

Profit before Depreciations, Taxation 876.31 748.41

Less: Depreciation (Net) 14.03 13.41

Provision for Taxation (Net) 64.43 40.84

Net Profit for the year 797.85 694.16

Add: Balance brought forward 173.72 204.02

971.57 898.18

The Directors recommend this amount to be appropriated as under:

Transfer to NBFC Reserve Fund 159.57 138.83

Transfer to General Reserve 500.00 500.00

Proposed Dividend (@ 12.5%) 73.19 73.19

Tax on Dividend 12.44 12.44

Balance carried forward 226.37 173.72

971.57 898.18

Dividend

The Directors recommend a dividend of Rs. 1.25 per equity share for the financial year ended 31st March, 2014.

Operations

Your Company''s income during the year under review comprised of income from dividend, profit from sale of investments of shares & securities and tea packeting income etc.

Auditors'' Report

The notes to the accounts referred to in the Auditors'' Report are self-explanatory.

Particulars of employees

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not attracted and hence no statement is being enclosed.

Particulars regarding conservation of energy & technology absorption etc.

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are attached and form part of this report.

NBFC Public Deposits Directions

The Company neither invited nor accepted any deposit from the public during the financial year 2013-14. The Company does not intend to invite or accept any public deposit during the financial year 2014-15.

Directors

Smt. Aruna Dhanuka, Non-Executive, Non-independent director, will retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. The Board of Directors recommend her re-appointment.

The Companies Act, 2013 provides for appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 (effective 1st April, 2014) provides that independent directors shall hold office for a term of upto five consecutive years on the Board of a company and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company.

Sub-section (11) states that no independent director shall hold office for more than two consecutive terms but such independent director shall be eligible for appointment after the expiration of three years of ceasing to become an independent director.

Sub-section (13) states that the provisions of sub-sections (6) and (7) of Section 152 in respect of retirement of directors by rotation, shall not be applicable to the appointment of independent directors.

Sri Ashok Kumar Lohia, Sri Basudeo Beriwala and Sri Adarsh Garodia, non-executive independent directors of the Company, are proposed to be appointed for a term of five consecutive years w.e.f. from the date of this ensuing AGM subject to members approval at the ensuing AGM. The Board of Directors recommend their appointment.

Sri Purushottam Lai Agarwal, non-executive independent director, who is retiring by rotation at the ensuing AGM, under the erstwhile provisions of the Companies Act, 1956 has informed, that, he does not wish to offer himself and seek re-appointment as a director at the ensuing AGM.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors confirm:

(i) that in the preparation of the annual accounts the applicable accounting standards have been followed and no material departures have been made from the same;

(ii) that they have selected such accounting policies and applied them consistently and 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 financial year and of the profits for that period;

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 (to the extent applicable) and the Companies Act, 2013 (to the extent notified) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the annual accounts on a ''going concern'' basis.

Report on Corporate Governance

A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from a Practicing Company Secretary confirming compliance, is set out in the annexure forming part of this report.

Auditors

The Auditors, Dhandhania & Associates, Chartered Accountants, retire at the ensuing AGM and have confirmed their eligibility and willingness to accept office, if appointed.

Corporate Social Responsibility

Every company having net worth of Rs. 500 crore or turnover of Rs.1000 crore or net profit of Rs. 5 crore or more, during any financial year, is required to constitute a Corporate Social Responsibility Committee, to formulate policy and to implement and monitor such activities as envisaged under Section 135 of the Companies Act, 2013.

The net profit of your Company mostly comprises of dividend income received from its associate company and hence is excluded for the purpose of arriving at the net profit of the Company, under the Companies (Corporate Social Responsibility Policy) Rules, 2014. Accordingly, the provisions of Section 135 is not attracted in respect of your Company.

Green Initiatives

As part of our green initiative, the electronic copies of this Annual Report including the Notice of the 17th AGM are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of this Annual report including the Notice of the 17th AGM are sent by permitted mode.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies ( Management and Administration) Rules, 2014. The instructions for e-voting is provided in Note No. 18 annexed to the Notice.

Acknowledgement

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the banks and other authorities. Your Directors also thank the employees of the Company for their valuable service and support during the year. Your Directors also gratefully acknowledge with thanks the cooperation and support received from the shareholders of the Company.

For and on behalf of the Board of Directors

Kolkata, C K. DHANUKA 27th May, 2014 Chairman of the Board


Mar 31, 2013

The have pleasure in presenting the Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

For the year ended For the year ended 31.03.2013 31.03.2012 (Rs. in Lac) (Rs. in Lac)

Profit before Depreciations, Taxation 748.41 843.92

Less: Depreciation (Net) 13.41 11.90

Provision for Taxation (Net) 40.84 55.61

Net Profit for the year 694.16

Add: Balance brought forward 204.02 280.35

898.18 1056.76

The Directors recommend this amount to be appropriated as under:

Transfer to NBFC Reserve Fund 138.83 155.28

Transfer to General Reserve 500.00 612.40

Proposed Dividend (@ 12.5%) 73.19 73.19

Tax on Dividend 12.44 11.87

Balance carried forward 173.72 204.02

898.18 1056.76



DIVIDEND

The Directors recommend a dividend of Rs. 1.25 per equity share for the year ended 31st March, 2013.

OPERATIONS

Your Company''s income during the year under review comprised of income from dividend, profit from sale of investments of shares & securities and tea packeting income etc.

AUDITORS'' REPORT

The notes to the accounts referred to in the Auditors'' Report are self-explanatory.

PARTICULARS OF EMPLOYEES

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not attracted and hence no statement is being enclosed.

PARTICULARS REGARDING CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION ETC.

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are attached and form part of this report.

NBFC PUBLIC DEPOSITS DIRECTIONS

The Company neither invited nor accepted any deposit from the public during the financial year 2012-13. The Company does not intend to invite or accept any public deposit during the financial year 2013-14.

DIRECTORS

Sri Mrigank Dhanuka, Sri Brijesh Kumar Biyani and Sri Basudeo Beriwala retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

Sri Amit Gupta ceased to be a director of the Company on conclusion of the 15th Annual General Meeting held on 13th August, 2012. The Board placed on record its appreciation of the valuable services rendered by Sri Amit Gupta as a director of the Company.

Sri Adarsh Garodia was appointed as an Additional Director of the Company at the Board Meeting held on 13th August, 2012. He holds office till the conclusion of this Annual General Meeting and is eligible for appointment as director of the Company. The Company has received a notice under Section 257 of the Companies Act, 1956 from a member proposing the appointment of Sri Adarsh Garodia as a director of the Company at this Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors confirm :

(i) that in the preparation of the annual accounts the applicable accounting standards have been followed and no material departures have been made from the same;

(ii) that they have selected such accounting policies and applied them consistently and 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 financial year and of the profits for that period;

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the annual accounts on a ''going concern'' basis.

REPORT ON CORPORATE GOVERNANCE

A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from a Practicing Company Secretary confirming compliance, is set out in the annexure forming part of this report.

AUDITORS

M/s. Dhandhania & Associates, Chartered Accountants, retire and being eligible, offer themselves for re-appointment.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the banks and other authorities. Your Directors also thank the employees of the Company for their valuable service and support during the year. Your Directors also gratefully acknowledge with thanks the cooperation and support received from the shareholders of the Company. For and on behalf of the Board of Directors

Kolkata, C K. DHANUKA

22nd May, 2013 Chairman of the Board


Mar 31, 2012

The have pleasure in presenting the Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

For the year ended For the year ended 31.03.2012 31.03.2011 (Rs in Lac) (Rs in Lac)

Profit before Depreciation & Taxation 732.70 1520.98

Less: Depreciation (Net) 11.90 9.68

Provision for Taxation (Net) (55.61) 199.90

Net Profit for the year 776.41 1311.40

Add: Balance brought forward 280.35 266.62

1056.76 1578.02

The Directors recommend this amount to be appropriated as under:

Transfer to NBFC Reserve Fund 155.28 262.31

Transfer to General Reserve 612.40 950.01

Proposed Dividend 73.19 73.19

Tax on Dividend 11.87 12.16

Balance carried forward 204.02 280.35

1056.76 1578.02

DIVIDEND

The Directors recommend a dividend of Rs 1.25 per Equity Share i.e. @ 12.50% for the year ended 31st March, 2012.

OPERATIONS

The Company's income during the year under review mainly comprised of income from dividend, profit from sale of investments of shares & securities and tea packeting income etc.

SCHEME OF ARRANGEMENT

In further compliance of the sanctioned Scheme of Arrangement, the Company received the Certificate of Registration as a systematically important, non-deposit taking non-banking financial institution from Reserve Bank of India.

AUDITORS' REPORT

The Notes to the Accounts referred to in the Auditors' Report are self-explanatory.

PARTICULARS OF EMPLOYEES

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not attracted and hence no statement is being enclosed.

PARTICULARS REGARDING CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION ETC.

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are attached and form part of this Report.

NBFC PUBLIC DEPOSITS DIRECTIONS

The Company neither invited nor accepted any deposit from the public during the financial year 2011-12. The Company does not intend to invite or accept any public deposit during the financial year 2012-13.

DIRECTORS

Smt. Aruna Dhanuka, Sri Purushottam Lai Agarwal and Sri Ashok Kumar Lohia retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

Sri Arun Bhutoria who was appointed as Director in casual vacancy w.e.f. 14th November, 2010 expired on 8th October, 2011. The Board placed on record its appreciation of the valuable services rendered by Sri Arun Bhutoria as a Director of the Company.

Sri Amit Gupta who was appointed an Additional Director of the Company w.e.f. 11th November, 2011 and who holds office till the ensuing Annual General Meeting has expressed his desire not to be appointed a Director of the Company, due to his other pressing engagements. He will therefore be retiring from the directorship of the Company on conclusion of the ensuing Annual General Meeting of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirm:

(i) that in the preparation of the annual accounts the applicable accounting standards have been followed and no material departures have been made from the same;

(ii) that they have selected such accounting policies and applied them consistently and 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 financial year and of the profits for that period;

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the annual accounts on a 'going concern' basis.

REPORT ON CORPORATE GOVERNANCE

A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from a Practising Company Secretary confirming compliance, is set out in the Annexure forming part of this Report.

AUDITORS

M/s. Dhandhania & Associates, Chartered Accountants, retire and being eligible, offer themselves for re-appointment.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the banks and other authorities. Your Directors also thank the employees of the Company for their valuable service and support during the year. Your Directors also gratefully acknowledge with thanks the cooperation and support received from the shareholders of the Company.

For and on behalf of the Board of Directors

Kolkata, C. K. DHANUKA

28th May, 2012 Chairman of the Board


Mar 31, 2011

Dear Members,

We have pleasure in presenting the Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2011.

FINANCIAL RESULTS :

For the year ended For the year ended

31.03.2011 31.03.2010

(Rs. in lac) (Rs. in lac)

Profit before Depreciation & Taxation 1521.04 484.85

Less : Depreciation (Net) 9.68 9.12

Provision for taxation (Net) 199.90 26.26

Net profit for the year 1311.46 449.47

Add : Balance brought forward 266.54 0.32

1578.00 449.79

The Directors recommend this amount to be appropriated as under :

Transfer to NBFC Fund 262.31 89.89

Transfer to General Reserve 950.00 25.00

Proposed dividend 73.19 58.55

Tax on dividend 12.16 9.73

Balance carried forward 280.34 266.62

Dividend :

The Directors recommend a dividend of Rs. 1.25 per equity share i.e @ 12.50 % for the year ended 31st March, 2011.

Operations :

The Company's income during the year under review is Rs. 1587.23 lac (Previous year Rs. 485.36 lac), which mainly comprised of dividend, Income from Sale of Investments in Shares & Securities and Tea Packeting income.

Scheme of Arrangement :

In further compliance of the sanctioned Scheme of Arrangement, the following actions were taken by the Company :

- The Company's shares have been listed with the Bombay Stock Exchange and National Stock Exchange of India Ltd. w.e.f. 18th March, 2011.

- The sale proceeds of the fractional equity shares were distributed to the respective beneficiaries as per Scheme.

- The Company submitted necessary application to Reserve Bank of India seeking approval as a Non Banking Financial Company (NBFC) which is awaited.

Auditors' Report :

The notes to the accounts referred to in the Auditors' Report are self-explanatory.

Particulars of employees :

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not attracted and hence no statement is being enclosed.

Particulars regarding conservation of energy & technology absorption etc :

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are attached and form part of this report.

Public Deposits :

The Company did not invite nor accepted any deposit from the public during the year 2010-11 nor does it intend to invite or accept any public deposit during the financial year 2011-12.

Directors :

Sri Mrigank Dhanuka, Sri Brijesh Kumar Biyani and Sri Basudeo Beriwala retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

Sri S.K. Kejriwal resigned from the Directorship of the Company and Sri A. Bhutoria was appointed in the said casual vacancy arising from the said resignation w.e.f. 14th November, 2010.

The Board placed on record its appreciation of the valuable services rendered by Sri S.K. Kejriwal during his tenure as a director of the Company.

Directors' responsibility statement :

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors confirm :

(i) that in the preparation of the annual accounts the applicable accounting standards have been followed and no material departures have been made from the same;

(ii) that they have selected such accounting policies and applied them consistently and 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 financial year and of the profits for that period;

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the annual accounts on a 'going concern' basis.

Report on Corporate Governance :

A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from a Practicing Company Secretary confirming compliance, is set out in the annexure forming part of this report.

Auditors :

M/s. Dhandhania & Associates, Chartered Accountants, retire and being eligible, offer themselves for re-appointment.

Acknowledgement :

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co- operation received from the banks and other authorities. Your Directors also thank the employees of the Company for their valuable service and support during the year. Your Directors also gratefully acknowledge with thanks the co- operation and support received from the shareholders of the Company.

For and on behalf of the Board of Directors

Place : Kolkata

C. K. DHANUKA

Date : 23rd May, 2011 Chairman of the Board


Mar 31, 2010

We have pleasure in presenting the Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2010.

FINANCIAL RESULTS:

For the year ended For the year ended

31.03.2010 31.03.2009

(Rs. in lac) (Rs. in lac)

Profit before Depreciation & Taxation 484.84 0.23

Less : Depreciation (Net) 9.12 -

Provision for taxation (Net) 26.26 0.07

Net profit for the year 449.46 0.16

Add: Balance brought forward 0.33 0.17

The Directors recommend this amount to be appropriated as under: 449.79 0.33

Transfer to NBFC Fund 89.89 -

Transfer to General Reserve 25.00 -

Proposed dividend 58.55 -

Tax on dividend 9.73 -

Balance carried forward 266.62 0.33

Dividend :

The Directors recommend a dividend of Re.1.00 per equity share i.e @ 10 % for the year ended 31st March, 2010.

Operations :

The Companys income in its first year of operation being post demerger is Rs 485.36 lacs mainly comprising of dividend income.

The company is also engaged in tea packeting business. The domestic demand for packet tea is expected to pick- up and with this the volume of packeting business is also likely to increase in future.

Scheme of Arrangement :

The Scheme of Arrangement entailing the demerger of the Tea Packet Factory at Jaipur and the Investment Division of Dhunseri Tea & Industries Ltd. (DTIL) now known as Dhunseri Petrochem & Tea Limited (DPTL) was sanctioned by the Honble High Court at Calcutta by an Order dated 6th May, 2010 and the certified copy of the High Court Order dated 25th June, 2010 which was received on 26th June, 2010 was filed on 1st July, 2010 with the Registrar of Companies whereupon the said Scheme became effective from the appointed date i.e. 1st April, 2009.

In compliance of the sanctioned Scheme of Arrangement, the following actions have been / are being taken by the Company :

- The name of the Company has been changed to Dhunseri Investments Limited as per the Fresh Certificate of Incorporation Consequent upon Change of Name, dated 16th July, 2010 issued by Government of India, Ministry of Corporate Affairs, Registrar of Companies, West Bengal.

- The Aurhorised Capital of the Company has been increased to Rs.5,90,54,480/- divided into 59,05,448 Equity Shares of Rs. 10/- each.

- The Company has allotted 58,55,448 new equity shares of Rs.10/- each fully paid-up on 21st July, 2010 to the members of DPTL as on record date 16.07.2010 fixed for the purpose by DPTL as required by the scheme in the ratio of one equity share of the Company for every two shares held in DPTL. With this allotment, the issued and paid-up capital of the Company has gone up to Rs. 5,85,54,480/-.

- As per the scheme the 50,000 equity shares of the Company held by DPTL aggregating to Rs.5,00,000/- have been extinguished.

- The despatch of physical share certificates to the allottees (holding shares of DPTL in physical form) will be completed by 19th August, 2010. The corporate action involving credit of dematerialised shares to the allottees (holding shares of DPTL in demat form) have since been completed by the depositories i.e. NSDL & CDSL.

- Necessary applications have also been made to Bombay Stock Exchange and National Stock Exchange seeking enlistment of 58,55,448 equity shares of the Company.

- As soon as the shares are listed and trading commenced at the respective stock exchanges the fractional shares aggregating to 1366 equity shares shall be sold and the net proceeds thereof will be distributed to the respective beneficiaries as per the scheme.

- The ISIN allotted by NSDL / CDSL ,for the Companys equity shares is INE320L01011.

- The Company is in the process of submitting necessary application to Reserve Bank of India for obtaining approval as a Non Banking Financial Company (NBFC).

Auditors Report:

The notes to the accounts referred to in the Auditors Report are self-explanatory.

Particulars of employees :

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees) Rules, 1975 is not attracted and hence no statement is being enclosed.

Particulars regarding conservation of energy & technology absorption etc. :

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are attached and form part of this report.

Public Deposits :

The Company did not invite nor accept any deposit from the public during the year 2009-10 nor does it intend to invite or accept any public deposit during the financial year 2010-11.

Directors :

Smt. Aruna Dhanuka retires by rotation at this Annual General Meeting and being eligible offer herself for re- appointment. The Board recommends her re-appointment.

During the year Sri N. L. Bhuwania and Sri Amit Gupta resigned from the Board w.e.f. 27.11.2009. The Board placed on record the valuable services rendered by them during their tenure of directorship.

During the year Sri C.K. Dhanuka, Sri M. Dhanuka and Sri B.K. Biyani were appointed as Additional Directors of the Company at the Board Meeting held on 27th November, 2009 and they shall hold office till the conclusion of this Annual General Meeting and are eligible for appointment as Directors of the Company. The Company has received notices under Section 257 of the Companies Act, 1956 from a member proposing their appointments as Directors of the Company at this Annual General Meeting.

The Board of Directors of the Company at their meeting held on 11th August, 2010 appointed Sri Basudeo Beriwala, Sri Purushottam Lai Agarwal, Sri Ashok Kumar Lohia and Sri Suresh Kumar Kejriwal as Additional Directors of the Company. They shall hold office till the conclusion of this Annual General Meeting and are eligible for appointment as Directors of the Company. The Company has received notices under Section 257 of the Companies Act, 1956 from a member proposing their appointments as Directors of the Company at this Annual General Meeting.

Directors responsibility statement :

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors confirm :

(i) that in the preparation of the annual accounts the applicable accounting standards have been followed and no material departures have been made from the same;

(ii) that they have selected such accounting policies and applied them consistently and 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 financial year and of the profits for that period;

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the annual accounts on a going concern basis.

Report on Corporate Governance :

A separate section on Corporate Governance and Management Discussion and Analysis, together with a certificate from a practicing Company Secretary confirming compliance, is set out in the annexure forming part of this report.

Auditors :

M/s. Dhandhania & Associates, Chartered Accountants, retire and being eligible, offer themselves for re-appointment.

Acknowledgement :

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co- operation received from the banks and other authorities. Your Directors also thank the employees of the Company for their valuable service and support during the year. Your Directors also gratefully acknowledge with thanks the co- operation and support received from the shareholders of the Company.

For and on behalf of the Board of Directors

Place : Kolkata C.K. DHANUKA

Date : 11th Day of August, 2010 Chairman of the Board

 
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