Dhunseri Investments Ltd Directors Report

Your Directors are pleased to present the 26^th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2023.

1. Financial Results

( in Lakhs)

	Standalone		Consolidated
Particulars	For the Year Ended		For the Year Ended
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Profit before Depreciation & Taxation	911.12	1,245.57	6,955.22	13,063.22
Less: Depreciation	4.09	4.13	2,207.12	2,276.60
Less: Provision for Taxation (Net)	181.22	213.86	17,771.03	9,256.64
Profit After Taxation	725.81	1,027.58	(13,022.93)	1,529.98
Add: Share of Profit/(Loss) of Associates	-	-	65,870.53	30,507.63
Less: Share of Minority Interest	-	-	23,571.55	16,634.23
Net Profit for the Year	725.81	1,027.58	29,276.05	15,403.38
Add: Balance brought forward	3122.00	1,162.17	84,837.42	60,232.34
Less: Dividend paid during the Year	152.43	152.43	152.43	152.43
Add: Transfer within equity - Gain (net of tax) on sale of equity shares designated as FVOCI-transferred to retained earnings	491.33	1,612.75	3,725.95	9,882.20
Add: Changes in ownership interest in subsidiaries that do not result in loss of control- Acquisition of non-controlling interests	-	-	-	-
Add: Transfer from Other Comprehensive Income	-	-	-	-
Amount available for Appropriation	4,186.71	3,650.07	1,17,686.99	85,365.49
The Directors recommend this amount to be Appropriated as under:
Transfer to NBFC Reserve Fund	243.43	528.07	243.43	528.07
Transfer to General Reserve	-	-	-	-
Balance carried forward	3,943.28	3,122.00	1,17,443.56	84,837.42
	4186.71	3,650.07	1,17,686.99	85,365.49

2. Operations

The Companys principal business is dealing in Shares & Securities. The income of the Company during the year under review mainly comprised of Dividend Income, Profit on Sale of Shares and Securities. During the year under review, the Companys Standalone Net Profit recorded at 725.81 lakhs as compared to 1027.58 Lakhs during the previous year.

3. Dividend

The Directors are pleased to recommend a dividend of 2.5 per equity share of 10/- each i.e. @ 25% for the Financial Year ended 31^st March, 2023, subject to approval of the Shareholders at the ensuing Annual General Meeting to be held on 21^st September, 2023. The total outgo on account of dividend for 2022-23 is 152.43 Lakhs subject to deduction of tax at source as per the provisions of the Income Tax Act, 1961.

4. Transfer to Statutory Reserve Fund

A sum of 243.43 Lakhs was transferred to NBFC Reserve Fund for the Financial Year 2022-23 as required under section 45-IC of the Reserve Bank of India Act, 1934.

5. Transfer to General Reserve

During the year under review, your Company has not transferred any amount to the General Reserve and entire amount of profit for the year forms part of the Retained Earnings.

6. Share Capital

There was no change in the paid-up share capital of the Company during the year under review. The Authorized Share Capital of the Company is Rs. 10,90,54,480/- divided into 10,90,54,48 Equity Shares of face value of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital of your Company as on 31st March, 2023 is Rs. 6,09,71,780/- divided into 60,97,178 Equity Shares of face value of Rs. 10/- each.

7. Associate and Subsidiary Companies

Pursuant to the Provisions of Section 2(6) of the Companies Act, 2013, the Company has two Associate Companies as on 31^st March, 2023 i.e. M/s Dhunseri Tea & Industries Ltd. and M/s Dhunseri Overseas Private Ltd.

Pursuant to the Provisions of Section 2(87) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s Dhunseri Ventures Ltd (DVL) is the material subsidiary of the Company.

M/s Dhunseri Poly Films Pvt. Ltd. and M/s Dhunseri Infrastructure Ltd. is the wholly owned subsidiary of DVL.

DVL is holding 49% of the equity share capital in DVL USA INC. Further, Twelve Cupcakes Pte Ltd. (subsidiary of the Company) has infused funds in DVL USA INC. and is holding 51% of the equity share capital in DVL USA INC. DVL also holds 88.68% of the equity share capital in Twelve Cupcakes Pte. Ltd.

Pursuant to the provisions of Section 129(3) of the Act, a statement in Form AOC-1 containing the salient features of the Financial Statements of the Companys Associate and Subsidiaries is attached to the Financial Statements of the Company.

Pursuant to provisions of Section 136 of the Companies Act, 2013 the Financial Statements (Standalone & Consolidated) of the Subsidiaries Companies are available on the website of the Company.

Further no Company ceased to be a subsidiary or joint venture of the Company during the year under review.

8. Non-Banking Financial Companies (NBFC) Public Deposits Directions

With reference to Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 issued by the Reserve Bank of India, the Board of Directors of the Company has confirmed by passing a Resolution by Circulation that the Company has neither invited nor accepted any Deposits from the Public during the Financial Year 2022-23. The Company does not intend to invite or accept any Public Deposits during the Financial Year 2023-24.

9. Directors Responsibility Statement

Based on the framework of Internal Controls and Compliance Systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the Management and the Audit Committee of the Board, the Board is of the opinion that the Companys Internal Financial Controls were adequate and effective during the Financial Year 2022-23. Accordingly, pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors confirm:

a. That in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b. 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;

c. 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;

d. That they have prepared the annual accounts on a going concern basis;

e. That they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. Directors & Key Managerial Personnel (KMP) a. Director:

There were no changes in the Board of Directors of the Company during the Financial Year 2022-23.

Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Bharati Dhanuka (DIN: 02397650) retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment as a Director of the Company. The proposal for her re-appointment is included in the Notice of AGM which forms a part of this Annual Report.

Section 149(13) states that the provisions of sub-section (6) and (7) of Section 152 of the Companies Act, 2013, relating to Retirement of Directors by rotation shall not be applicable to the Independent Directors.

In the opinion of the Board, the independent directors on the Board of the Company are persons with integrity, expertise and experience relevant to the operation of the Company and that they all have qualified in the online proficiency self-assessment test conducted by the prescribed institute.

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013, and under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 that they are independent of the Management.

As per Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and have registered themselves in the databank of Independent Directorship as per Rule 6(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 of the Companies Act, 2013.

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013 and rules made thereunder or any other provisions of the Companies Act, 2013. The Directors have also made necessary disclosures to as required under provisions of section 184(1) of the Companies Act, 2013.

All members of the Board of Directors and senior management personnel affirmed compliance with the Companys Code of Conduct policy for the F.Y. 2022-23.

b. Key Managerial Personnel:

Ms. Priya Agarwal had resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f. closure of business hours of 30^th September, 2022.

Ms. Nikita Gupta was appointed as Company Secretary and Compliance Officer [designated as Key Managerial Personnel (KMP)] of the Company within the meaning of Section 203 and/or other applicable provisions of the Companies Act, 2013 and rules made thereunder and Regulation 6(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Company with effect from 11^th November, 2022.

Mr. Bhagwati Agarwal was appointed w.e.f 29^th May, 2023 as the Chief Financial Officer of the Company in place of Mr. Pawan Kumar Lath who had resigned from the closure of business hours of 4^th May, 2023.

Except for above there were no changes in KMPs during the year under review.

11. Number of Meetings of the Board

The Board met four times during the Financial Year 2022-23. The details have been provided in the Corporate Governance Report in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is annexed to this Report as "Annexure A".

12. Annual Performance Evaluation

The Independent Directors at their separate meeting held on 12^th December, 2022, in absence of the Non-Independent Directors and Management, considered/ evaluated the performance of the Board as a whole, performance of the Chairman and other Non-Independent Directors.

The evaluation precess considers the time spent by each of the Board Members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

On the basis of parameters formulated by the Nomination and Remuneration Committee of the Board, a self-assessment questionnaire forms were sent for evaluation of the Board, the Committees, Directors and the Chairman.

The Board at its Meeting held on 12^th December, 2022, evaluated the performance of the Board, the Committees and each of the Director including Independent Directors excluding the Directors being evaluated. The Board also reviewed the performance of the Chairman. The Board was unanimous that the performance of the Board as a whole, its Committees and the Chairman was satisfactory.

13. Policy on Directors Appointment and Remuneration and other details

The Companys Policy on Directors appointment and remuneration and other matters as required under Section 178(3) of the Companies Act, 2013, is placed on the website of the Company and other related details has been disclosed in the Corporate Governance Report, which forms part of this report as "Annexure A".

14. Committees

The Board has constituted various Committees in accordance with the requirement of Companies Act, 2013, SEBI (Listing Obligations & Disclosures Requirements) 2015 and other applicable laws. The Company has the following Committees:

A) Audit Committee

B) Nomination and Remuneration Committee

C) Stakeholders Relationship Committee

D) Share Transfer Committee

E) Corporate Social Responsibility Committee

F) Internal Complaint Committee

G) Risk Management Committee.

Details of all the above Committees along with the Composition and Meetings held during the year under review are provided in the Report on Corporate Governance forming part of this Report as "Annexure A".

15. Auditors

Statutory Auditor

Pursuant to provision of Section 139 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s U. S. Agarwal & Associates, Chartered Accountants (FRN: 314213E) were re- appointed as the Statutory Auditor of the Company for a further period of 5 years to hold office from conclusion of the 25^th Annual General Meeting of the Company (AGM) held on 30th August, 2022 till the conclusion of 30^th AGM of the Company.

Explanation to Auditors Comment

The Auditors qualification has been appropriately dealt with in Note No 52 of the Notes to the Consolidated Audited financial Statements. The Auditors report is enclosed with the financial statements in this Annual Report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s M Shahnawaz & Associates, Company Secretaries (Firm Registration No. S2015WB331500) was appointed as the Secretarial Auditor of the Company to conduct Secretarial Audit for the FY 2022-23.

Secretarial Audit Report (Form MR-3) is annexed as "Annexure-B" to this Report.

There is no qualification, reservation or adverse remarks made by Secretarial Auditors in his report.

16. Risk Management

The Company being a Non-Banking Financial Company is primarily engaged in the business of making investments in Shares and Securities. The Management constantly monitors the capital market risks and systematically addresses them through mitigating actions on a continuous basis. The Audit Committee has additional oversight in the area of Financial Risks and Internal Controls.

The development and implementation of Risk Management Policy has been covered in the Management Discussion and Analysis which forms part of this Report.

17. Particulars of Loans, Guarantees and Investments

The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the Financial Statements.

18. 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 arms length basis. Your Company has also formulated a policy on dealing with the Related Party Transactions and necessary approval of the Audit Committee and the Board of Directors were taken wherever required in accordance with the Policy.

During the year, the Company had not entered into any Contract/ Arrangement/ Transaction with Related Parties which could be considered material in accordance with the policy of the Company on materiality of Related Party Transactions.

Your Directors draw attention of the Members to Note 29 to the Financial Statements which sets out related party disclosures.

19. Annual Return

Under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return is available on the website of the Company at: http://www.dhunseriinvestments.com/updates.html

20. Corporate Social Responsibility (CSR)

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and CSR activities undertaken by the Company during the year are set out in "Annexure- C" of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on the Companys website: www.dhunserinvestments.com.

21. Particulars of Employees and details relating to remuneration to Directors, Key Managerial Personnel and Employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure- D" to this Report.

Pursuant to Section 136(1) of the Companies Act, 2013, the Boards Report is being sent excluding the information on employees particulars mentioned in Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the said information is available for inspection at the registered office of the Company and any member interested in inspecting the same may write to the Company Secretary in advance on mail@dhunseriinvestments.com.

22. State of Companys Affairs

The Company is primarily engaged in the business of making investments in Shares and Securities. The Company is a NBFC in terms of the provisions of Section 451A of the RBI Act, 1934. The Management regularly monitors the changing market conditions and trends. Further, any slowdown of the economic growth or volatility in global financial market could adversely affect the Companys business.

23. 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 this Report.

24. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operations in future

No significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operations in future.

25. Particulars regarding Conservation of Energy & Technology Absorption

The particulars in respect of Conservation of Energy & Technology Absorption are not applicable to the Company as it is a Non-Banking Financial Company (NBFC), not dealing with any manufacturing activities.

26. Foreign Exchange Earnings & Outgo

During the year under review there were no foreign exchange earnings or outgo.

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

The Company has set up Internal Complaint Committee (ICC) under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, along with its relevant Rules. The Committee met once during the Financial Year 2022-23 on 16^th February, 2023. No complaints have been received by the Committee during the Financial Year 2022-23.

28. Disclosure under Insolvency and Bankruptcy Code, 2016

During the year under review, neither any application was made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

29. Maintenance of cost records and cost audit

The Company being a NBFC company, the requirement of maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and audit of cost records were not applicable to the Company during the year under review.

30. Details of difference between amount of the valuation

No valuation with regard to One Time Settlement with Banks/ Financial Institutions was required to be carried out during the year.

31. Corporate Governance Report

The Corporate Governance Report along with certificate from the Secretarial Auditor of your Company confirming the compliance with the conditions of Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report as "Annexure A".

32. Managements Discussion and Analysis Report

The Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report as "Annexure E".

33. Internal Financial Control Systems and their Adequacy

The details regarding Internal Financial Control and their adequacy is included in the Management Discussion & Analysis Report which forms part of the Annual Report as "Annexure E".

34. Reporting of frauds by Auditors:

During the year under review, neither the statutory auditors nor the secretarial auditor had to report to the Audit committee, under Section 143(12) of the Act any instances of fraud committed against the Company by its officers or employees.

35. Secretarial Standards:

The Company is in compliance with the relevant provisions of the Secretarial Standard issued by The Institute of Company Secretaries of India and approved by the Central Government.

36. Disclosure Requirements

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandate the formulation of certain policies for all Listed Companies. All policies are available on the Companys website www.dhunseriinvestments. com.

The key policies that have been adopted by the Company are as follows:

S.No.	Statutory Policies of the Company	Web links of the policies
1.	Details of the Familiarization Programme of the Independent Directors	http://dhunseriinvestments.com/downloads/Familiarisation-Programme-of- Independent-Directors.pdf
2.	Policy for Determining Material Subsidiaries of the Company	https://www.dhunseriinvestments.com/downloads/DIL-policy-for-determining- material-subsidiary-2019.pdf
3.	Policy on dealing with Related Party Transactions	https://www.dhunseriinvestments.com/downloads/related-party-transaction- policy-2019.pdf
4.	Whistle Blower Policy	https://www.dhunseriinvestments.com/downloads/DIL-vigil-mechanism-2019.pdf
5.	Corporate Social Responsibility Policy	https://dhunseriinvestments.com/downloads/DIL-CSR-Policy.pdf
6.	Policy on Materiality of an Event/ Information	https://www.dhunseriinvestments.com/downloads/policy-on-materiality-2019.pdf
7.	Retention and Archival Policy of Corporate Records of the Company	https://www.dhunseriinvestments.com/downloads/policy-on-archival-2019.pdf
8.	Policy on Preservation of Documents	https://www.dhunseriinvestments.com/downloads/policy-on-preservation-of- documents-2019.pdf
9.	Nomination & Remuneration Policy	https://www.dhunseriinvestments.com/downloads/Nomination-&-remuneration- policy-2019.pdf
10.	Policy on Code of conduct to Regulate, Monitor and Report Trading by Designated Persons	http://www.dhunseriinvestments.com/downloads/Code-of-Conduct-to-Regulate- Monitor-and-Report-Trading-by-Designated-Persons.pdf
11.	Policy and Procedure for Inquiry in case of Leakage of Unpublished Price Sensitive Information	http://www.dhunseriinvestments.com/downloads/Policy-and-Procedure-for-Inquiry- in-case-of-Leakage-of-Unpublished-Price-Sensitive-Information.pdf
12.	Code of Practices and Procedure for Fair Disclosure of Unpublished Price Sensitive Information	https://www.dhunseriinvestments.com/downloads/UPSI.pdf

37. Green Initiatives

As part of green initiative, the electronic copies of this Annual Report including the Notice of the 26th AGM are sent to all members whose email addresses are registered with the Company/ Registrar/ Depository Participant(s). As per SEBI Circular SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12^th May, 2020 the requirement of sending physical copies of annual report to those shareholders who have not registered their email addresses was dispensed with for Listed Entities who would be conducted their AGMs during the calendar year 2020. The same has been implemented for Listed Entities who conducted their AGMs during the calendar year 2021 vide SEBI Circular dated 15^th January, 2021, during the calendar year 2022 vide SEBI Circular dated 13^th May, 2022 and further vide SEBI Circular dated SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 relaxation has been provided till September 30, 2023. In this respect the physical copies are not being sent to the shareholders. The copy of the same would be available on the website: http://dhunseriinvestments.com/. The initiatives were taken for asking the shareholders to register or update their email addresses.

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 are provided in the Notice.

38. Acknowledgement

The Board of Directors takes opportunity to express appreciation for the excellent assistance and cooperation received from the Banks and other authorities. The Board of Directors also thanks the 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. The Directors also wish to place on record their gratitude for the commitment displayed by all executives, officers and staff.

For and on behalf of the Board of Directors

Dhunseri Investments Limited

Chandra Kumar Dhanuka Chairman

(DIN: 00005684)

Place: Kolkata,

Date: 29^th May, 2023