Dhunseri Ventures Limited — Proxy Solicitation & Information Statement 2023

Dec 5, 2023

Simerpree Digitally signed by Simerpreet Gulati t Gulati Date: 2023.12.05 17:28:09 +05'30'

==> picture [120 x 34] intentionally omitted <==

Dhunseri Ventures Limited

CIN: L15492WB1916PLC002697

Registered Office: Dhunseri House, 4A, Woodburn Park, Kolkata – 700020 Email: info@aspetindia.com, Website: www.aspetindia.com Phone: +91 33 22801950-54

POSTAL BALLOT NOTICE

Pursuant to section 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014.

Dear Members,

Notice is hereby given that pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, ("the Rules”) including any statutory modifications or re-enactments thereof for the time being in force as amended from time to time, read with the General Circular No. 9/2023 dated September 25, 2023 (in continuation to the circulars issued earlier in this regard) issued by the Ministry of Corporate Affairs (“MCA”) (“ MCA Circulars ”), applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) , Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) and pursuant to other applicable laws and regulations, approval of the Members is sought via Postal Ballot through e-voting only (Voting through Electronic means) for material modification in approved Related Party Transaction(s) with IVL Dhunseri Petrochem Industries Private Limited (IVL Dhunseri Petrochem), Joint Venture of the Company and a Related Party within the meaning of Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the SEBI LODR Regulations, 2015.

Members’ consent is sought for the proposal contained in the resolution given in this Postal Ballot Notice. The Explanatory Statement pursuant to Section 102 and other applicable provisions of the Act, pertaining to the said resolution setting out the material facts and the related particulars, is annexed hereto. The Notice will also be placed on the website of Dhunseri Ventures Limited (“the Company”) at www.aspetindia.com and the website of National Securities Depository Limited (“NSDL”) at www.evoting.nsdl.com. The Notice can also be accessed from the website of the Stock Exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com respectively. In compliance with the aforesaid MCA Circulars, Regulation 44 of the SEBI LODR Regulations and the provisions of Sections 108, 110 and other applicable provisions of the Act read with Rule 20 and 22 of the Rules as amended from time to time and Secretarial Standard - 2 on General Meetings, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company or Depositories or Depository Participant or the Company’s Registrar and Share Transfer Agent (RTA), M/s Maheshwari Datamatics Private Limited (“MDPL”). The Company has provided e-voting facility to its Members to cast their vote electronically. The instructions for e-voting are appended to this Postal Ballot Notice.

The Company has appointed Mr. Kailash Chandra Dhanuka (FCS-2204) of K.C.Dhanuka & Co., Practicing Company Secretaries to act as the Scrutinizer for scrutinizing the Postal Ballot in a fair and transparent manner in accordance with the provisions of the Act and the Rules made thereunder. Please note that there will be no dispatch of physical copies of the Notice or Postal Ballot Forms to the Members of the Company and no physical ballot forms will be accepted.

The remote e-voting period commences from 9.00 a.m. (IST) on Wednesday, December 6, 2023 and ends at 5.00 p.m. (IST) on Thursday, January 4, 2024. The Scrutinizer will submit his report to the Chairman of the Company upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced on or before Monday, January 8, 2024 .

The said results along with the Scrutinizer’s Report would be intimated to BSE Limited and National Stock Exchange of India Limited, where the equity shares of the Company are listed. Additionally, the results will also be uploaded on the Company’s website www.aspetindia.com and on the website of National Securities Depository Limited (“NSDL”) www.evoting.nsdl.com

Resolution:

Item No. 1 –

Material modification in approved Related Party Transaction(s) pertaining to Trading of PET Resins with IVL Dhunseri Petrochem Industries Private Limited (IVL Dhunseri Petrochem) under the subsisting agreements:

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Section 188 of the Companies Act, 2013 (“the Act”), other applicable provisions of the Act (if any) read with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) but subject to prior approval only of the independent directors comprised in the Audit Committee, the Company be and is hereby authorised to enter into and continue with the related party transactions by and between the Company and IVL Dhunseri Petrochem Industries Private Limited (hereinafter referred to as “ IVL Dhunseri Petrochem ”) under the subsisting agreements (renewed and amended from time to time) which the Company has with IVL Dhunseri Petrochem for the purchase and sale of goods/materials (trading business) of PET Resins upto 45,000 tonnes p.a. at an estimated value of 350.00 crores p.a. for the domestic trade and exports as per the prevailing market condition and further related party transactions that may hereafter be entered into by the Company with IVL Dhunseri Petrochem with prior approval, omnibus or otherwise of the independent directors comprised in the Audit Committee of the Company, whether or not the transactions entered into individually or taken together with previous transactions during a financial year exceeds rupees one thousand crores or ten percent of the annual consolidated turnover of the Company as per its last available audited financial statement.

RESOLVED FURTHER THAT the Board be and is hereby authorised to take all steps necessary to give effect to such related party transactions and for this purpose, if necessary, delegate all or any of the powers, duties and/or responsibilities in relation thereto, to any Director(s) or Company Secretary or any other Officer(s)/Authorised Representative(s) of the Company to give effect to the aforesaid resolution.

RESOLVED FURTHER THAT all actions already taken by the Board in connection with any matter referred to or contemplated in any of the foregoing resolution are hereby approved, ratified and confirmed in all respects.”

Kolkata By Order of the Board November 7, 2023 For Dhunseri Ventures Limited

Simerpreet Gulati Company Secretary & Compliance Officer (M.No– A29891)

NOTES:

• (i) Pursuant to sections 102 and 110 of the Act and SEBI Master Circular for compliance with the provisions of Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 by listed companies bearing No. SEBI/HO/CFD/ PoD2 /CIR/P/2023/120 dated July 11, 2023, an Explanatory Statement setting out material facts and reasons for the proposed resolution is appended hereto.

• (ii) In compliance with the requirement of MCA Circulars, this Postal Ballot Notice is being sent through electronic mode only to those Members whose e-mail addresses are with the Company / Depositories. The shareholders are required to communicate their assent or dissent through remote e-voting system.

• (iii) Voting rights will be reckoned on the paid-up value of shares registered in the name of the Members as on November 24, 2023 (cut-off date ). Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date will be entitled to cast their votes through remote e- voting. A person who is not a Member as on the cut-off date should accordingly treat this Notice as for information purpose only.

• (iv) To comply with the provisions of Sections 108 and 110 of the Act read with Rules 20 and 22 of Companies (Management and Administration) Rules, 2014, Regulation 44 of the SEBI LODR Regulations, SS-2 and MCA Circulars, the Members are provided with the facility to cast their vote electronically through remote e-voting services provided by NSDL. Instructions for remote e-voting are provided in the Notice.

• (v) The remote e-voting period will commence at 9.00 a.m. IST on Wednesday, December 6, 2023 and end at 5.00 p.m. IST on Thursday, January 4, 2024 (both days inclusive). During this period, Members of the Company, holding shares either in physical or dematerialized form, as on the Cut-off date, i.e. November 24, 2023, may cast their vote by remote e-voting. Once the vote on a resolution is cast by a Member, it shall not be allowed to be changed subsequently.

• (vi) The Ordinary Resolution, if passed by requisite majority, will be deemed to be passed on the last date specified for remote e-voting i.e. January 4, 2024.

• (vii) Members who have not registered their email address with the Company can register the same through online portal http://mdpl.in/form/email-update

Members holding shares in Demat mode should update their email address directly with their respective Depository Participants.

• (viii) After dispatch of the postal ballot notice through email, advertisement shall be published in 1 (one) English daily newspaper and in 1 (one) Bengali Newspaper, each having wide circulation in the district where the registered office of the Company is situated and will also be uploaded on the Company’s website at www.aspetindia.com

• (ix) Contact details of the person responsible to address the queries/grievances connected with the Postal Ballot, if any: • The Company Secretary, Dhunseri House, 4A, Woodburn Park, Kolkata – 700020, Email – investors@aspetindia.com/info@aspetindia.com • In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Pallavi Mhatre at evoting@nsdl.com

• (x) Members may note that SEBI vide Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023, stipulated that folios of the physical shareholders shall be frozen if PAN, Nomination, Contact details, Bank A/c details and Specimen signature are not submitted by the physical shareholders to RTA of the Company by September 30, 2023. Now, the same date has been extended upto December 31, 2023 vide SEBI Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2023/158 dated September 26, 2023. Relevant details and forms prescribed by SEBI in this regard are available on the Company’s website at www.aspetindia.com.

• (xi) SEBI vide Circular No. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 dated July 31, 2023 has introduced a common Online Dispute Resolution (“ODR”) mechanism to facilitate online resolution of all kinds of disputes arising in the Indian securities market. The provisions related to work flow of processing of Investor Grievances by entities and framework for monitoring and handling of investor complaints by the Designated Bodies shall be effective from April 1, 2024.

The ODR Portal allows investors with additional mechanism to resolve the grievances in the following manner:

• An investor/client shall first take up his/her grievance with the Market Participant by lodging a complaint directly with the concerned RTA/ Company.

• If the shareholder is not satisfied with the resolution provided by the Company/ RTA, then a complaint may be raised on SEBI Complaints Redress System (“SCORES”) which can be accessed at https://scores.gov.in/scores/Welcome.html

• In case the shareholder is not satisfied with the outcome, then the online dispute resolution process may be initiated through the ODR portal within the applicable timeframe under law. The link for accessing the ODR Portal is https://smartodr.in/login

The procedure with respect to e-voting is provided below:-

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode - In terms of SEBI circular SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

==> picture [419 x 16] intentionally omitted <==

----- Start of picture text -----

Type of shareholders Login Method
----- End of picture text -----

Type of shareholders Login Method	Type of shareholders Login Method	Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3. 4.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e- Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore- Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

Individual Shareholders holding securities in demat mode with CDSL 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password. 2. After successful login of Easi / Easiest the user will be able to see the E-Voting Menu. The Menu will have links of e-Voting service provider (ESP) i.e. NSDL. Click on NSDL to cast your vote. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.com or call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below:

==> picture [428 x 226] intentionally omitted <==

----- Start of picture text -----

Manner of holding shares i.e. Demat (NSDL Your User ID is:
or CDSL) or Physical
a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client ID
account with NSDL.
For example if your DP ID is IN300 and
Client ID is 12 then your user ID is
IN30012**.
b) For Members who hold shares in demat 16 Digit Beneficiary ID
account with CDSL.
For example if your Beneficiary ID is
12** then your user ID is
12**
c) For Members holding shares in Physical EVEN (E-voting Event Number) followed by
Form. Folio Number registered with the company
For example if folio number is 001 and
EVEN is 101456 then user ID is 101456001
----- End of picture text -----**

1. Password details are given below:

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

b)	If you	are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial
	password’ which was communicated to you. Once you retrieve your ‘initial password’, you need
	to enter the ‘initial password’ and the system will force you to change your password.
c)	How to retrieve your ‘initial password’?
	(i)	If your email ID is registered in your demat account or with the company, your ‘initial
		password’ is communicated to you on your email ID. Trace the email sent to you from
		NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file.
		Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL
		account, last 8 digits of client ID for CDSL account or folio number for shares held in
		physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
	(ii)	If your email ID is not registered, please follow steps mentioned below inprocess for
		those shareholders whose email ids are not registered

1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

2. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e- Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box. 8. Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system? 1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in progress. 2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period. 3. Now you are ready for e-Voting as the Voting page opens. 4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted. 5. Upon confirmation, the message “Vote cast successfully” will be displayed. 6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page. 7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to dhanuka419@yahoo.co.in with a copy marked to evoting@nsdl.com . Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their /login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e- voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Pallavi Mhatre at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolution set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to mdpldc@yahoo.com

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to mdpldc@yahoo.com. If you are an Individual shareholders holding securities in demat mode, you are -

requested to refer to the login method explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

1. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

Kolkata By Order of the Board November 7, 2023 For Dhunseri Ventures Limited

For Dhunseri Ventures Limited

Simerpreet Gulati Company Secretary & Compliance Officer (M.No– A29891)

Explanatory Statement:

Item No. 1 –

Background of the related party agreement-

Dhunseri Ventures Limited, (the Company) was engaged in the business of manufacturing polyethylene terephthalate (‘PET Resin’) at its Plant in Haldia in the state of West Bengal and selling the same in both domestic and international market. In order to realize the potential and opportunity exiting in the said business, collaboration with a well-established world leader in such business having a global footprint was considered desirable for which in the year 2016, a joint venture was entered with Indorama, one of the World’s leading petrochemical producers to jointly develop the PET Resin business. Pursuant to the Scheme of Arrangement between the Company and IVL Dhunseri Petrochem Industries Pvt. Ltd. (“IVL Dhunseri Petrochem”) duly sanctioned by the Hon’ble High Court at Calcutta, the Company has hived off the business of manufacturing PET Resin in India to IVL Dhunseri Petrochem which is interalia engaged in the business of manufacturing and supplying PET Resins.

Further, the Company is pursuing trading of PET Resins pursuant to the Purchase and Sale Agreement with IVL Dhunseri Petrochem relating to PET Resins manufactured by IVL Dhunseri Petrochem, as per the terms of the agreement. Trading is a principal and continuous business for the Company.

The Members of Dhunseri Ventures Limited, through postal ballot, in December, 2017 and March, 2023, has approved the material RPTs of the Company with IVL Dhunseri Petrochem Industries Private Limited (IVL Dhunseri Petrochem), Joint Venture of the Company, pertaining to the trading business of PET Resins for an amount aggregating upto ₹50.00 Crores (Rupees Fifty Crores only) during the FY 2022-23 and upto ₹50.00 Crores (Rupees Fifty Crores only) during the FY 2023-24 which is proposed to be extended to ₹350.00 Crores p.a. for the trading of PET Resins (domestic trade and exports) upto 45,000 tonnes p.a. (which would be around 10% of PET Production of Haldia Unit of IVL Dhunseri Petrochem). The existing agreement for trading of PET Resins with IVL Dhunseri Petrochem is valid till 31[st] December, 2023 and has been approved by the Audit Committee and the Board for the renewal till cancellation by either party. The transactions would be in the ordinary course of business and on arm’s length pricing.

Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (SEBI LODR Regulations) states that all Material Related Party Transaction (RPT), and subsequent material modifications as defined by the Audit Committee in this regard, with an aggregate value exceeding ₹1,000 crores or 10% of annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower, shall require prior approval of shareholders by means of an ordinary resolution. The Company may with prior approval of the Audit Committee, either omnibus or otherwise, enter into such related party transactions with IVL Dhunseri Petrochem which taken together with previous transactions during a financial year may exceed the above mentioned threshold and hence shall require prior approval of the shareholders through resolution. The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arm’s length basis.

Accordingly, the Company seeks shareholders’ approval for the said transactions being the material related party transactions undertaken and to be undertaken.

The additional information required to be disclosed pursuant to Rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2014 and information pursuant to Section III-B of SEBI Master Circular for compliance with the provisions of Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 by listed companies bearing dated July 11, 2023 regarding “Disclosure obligations of listed entities in relation to Related Party Transactions” are as follows:

==> picture [428 x 34] intentionally omitted <==

----- Start of picture text -----

Sl. Description Details
No.
1 Name of the related party IVL Dhunseri Petrochem Industries Pvt. Ltd. (IVL Dhunseri Petrochem)
----- End of picture text -----

Sl. No. Description Details	Sl. No. Description Details	Sl. No. Description Details
1	Name of the related party	IVL Dhunseri Petrochem Industries Pvt. Ltd. (IVL Dhunseri Petrochem)
	and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise)	IVL Dhunseri Petrochem is the Joint Venture Company of the listed entity, Dhunseri Ventures Limited. IVL Dhunseri Petrochem is covered under Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the SEBI LODR Regulations, 2015.

==> picture [428 x 646] intentionally omitted <==

----- Start of picture text -----

2 Name of the Director or Mr. C.K.Dhanuka, Mrs. A.Dhanuka and Mr. M.Dhanuka
Key Managerial
Personnel who is related,
if any
3 Type, material terms and Purchase and Sale Agreement with IVL Dhunseri Petrochem Industries Pvt.
particulars of the Ltd. (“IVL Dhunseri Petrochem”) dated April 1, 2017 read with its
proposed transaction Addendum dated April 2, 2018 with further extension letters dated -
January 1, 2018, January 1, 2023 and November 7, 2023.
The prices charged under this Agreement is based on each Purchase Order,
mutually discussed between the parties prior to inclusion in the relevant
Purchase Order.
4 Tenure of the proposed The validity of the Purchase and Sale Agreement is until cancellation by
transaction (particular either of the party.
tenure shall be specified)
5 Value of the proposed Upto an amount of ₹350.00 Crores (Rupees Three Hundred and Fifty Crores
transaction only) p.a. for the trading business of PET Resins by the Company with IVL
Dhunseri Petrochem.
6 The percentage of the The Company is emphasising on trading business.
listed entity’s annual
consolidated turnover, The percentage of the proposed transactions for the trading of PET Resins
for the immediately would be about 150% as per the annual consolidated revenue from
preceding financial year, operations and about 113% as per the annual consolidated total income of
that is represented by the Dhunseri Ventures Limited as per its last audited balance sheet for the
value of the proposed immediately preceding financial year, i.e. 2022-23.
transaction
7 Justification as to why Trading is a principal and continuous business for the Company
the RPT is in the interest
of the listed entity
8.Following additional disclosures to be made in case loans, inter-corporate deposits, advances or investments
made or given by the listed entity or its subsidiary-
i. Details of the source of
funds in connection with
the proposed transaction
ii. Where any financial
indebtedness is incurred
to make or give loans,
intercorporate deposits,
advances or investment: •
Nature of indebtedness •
cost of funds and • tenure
iii. applicable terms,
including covenants,
tenure, interest rate and Not Applicable
repayment schedule,
whether secured or
unsecured; if secured, the
nature of security
iv. The purpose for which
the funds will be utilized
by the ultimate
beneficiary of such funds
pursuant to the RPT
v. Details of the valuation
report or external party
report (if any) enclosed
with the Notice
9 Any other information All important information forms part of the Statement setting out Material
that may be relevant Facts pursuant to Section 102(1) of the Companies Act, 2013 which have
been mentioned in the foregoing paragraph.
----- End of picture text -----

It may be noted that apart from IVL Dhunseri Petrochem Industries Pvt. Ltd. who is a related party to the Company “Dhunseri Ventures Limited”, all other entities falling under the definition of related party shall also abstain from voting irrespective of whether such entity is party to the particular transaction or not.

The Board of Directors recommends the resolution set forth in the aforesaid item of this Notice for approval of the Members as an Ordinary Resolution.

Each of the subsisting agreement disclosed hereinabove shall be available for inspection to the Members during the course of voting at the Registered Office of the Company during the office hours.

None of the Directors, Key Managerial Personnel and relatives of such persons except Mr. C.K.Dhanuka, Mrs. A.Dhanuka, Mr. M.Dhanuka and Mr. R.K.Sharma is in any way concerned or interested, financial or otherwise, in the resolution, except to the extent of their shareholding, if any.

Kolkata By Order of the Board November 7, 2023 For Dhunseri Ventures Limited

Simerpreet Gulati Company Secretary & Compliance Officer (M.No– A29891)