Shareholders meeting

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 Notice NOTICE is hereby given that the 110th Annual General Meeting of the “RESOLVED THAT pursuant to the provisions of Sections 196, 197, members of the Company is scheduled to be held on Tuesday, 18th 198, 203 and other applicable provisions of the Companies Act, August, 2026 at 11:30 A.M though Video Conferencing (VC)/Other 2013 (‘the Act’) and the Rules made thereunder (including any Audio-Visual Means (OAVM) to transact the following business: statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the Act and Regulation 17 ORDINARY BUSINESS and other applicable regulations of the Securities and Exchange Item No. 1 - Adoption of Financial Statements Board of India (Listing Obligations and Disclosure Requirements) To receive, consider and adopt the Financial Statements of the Regulations, 2015, (the ‘SEBI Listing Regulations’), as amended Company for the year ended 31st March, 2026, including the from time to time, and based on the recommendation of the Audited Balance Sheet as at 31st March, 2026, the Statement of Nomination and Remuneration Committee and approval of the Profit & Loss for the year ended 31st March, 2026, the Cash Flow Board of Directors, approval of the Members be and is hereby Statement for the year ended 31st March, 2026 and the Reports of accorded for the re-appointment of Mrs. Aruna Dhanuka (Mrs. the Board of Directors and Auditors’ thereon. A.Dhanuka) holding DIN: 00005677, whose current term of Item No. 2 - To declare Dividend on Equity Shares office as the Managing Director of the Company is valid till 31st Item No. 3 - Appointment of Director in place of retiring January, 2027 and who will attain the age of 70 years during director the proposed term of her re-appointment, for a further period of 5 years commencing from 1st February, 2027 till 31st January, To appoint a Director in place of Mr. Bharat Jhaver holding DIN 2032, and to the payment of her remuneration, perquisites, and 00379111, who retires by rotation and being eligible, offers himself for re-appointment. benefits arising out of such re-appointment for a period of three years until 31st January, 2030 on the terms and conditions as SPECIAL BUSINESS contained in the agreement entered into between the Company Item No. 4 – Re-appointment of Mrs. Aruna Dhanuka and Mrs. A.Dhanuka, the material terms of which are set out in (DIN 00005677) as the Managing Director the Explanatory Statement to the notice of this Annual General Meeting of the Company and which agreement is submitted to this To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: meeting for its approval. RESOLVED FURTHER THAT the Board be and is hereby authorized eligible for re-appointment, meets the criteria of independence to do all acts and take all such steps as may be necessary, proper in terms of Sec 149(6) of the Act and Regulation 16(1)(b) of the or expedient to give effect to the aforesaid resolution, including SEBI Listing Regulations, be and is hereby re-appointed as an the alteration and variation in the terms and conditions of the Independent Director of the Company, not liable to retire by said re-appointment and/or agreement irrespective of the limits rotation, for a second term of five consecutive years w.e.f. the stipulated under Schedule V to the Act, or any amendments date of this AGM till the conclusion of 115th AGM of the Company. made hereafter in this regard in such manner as may be agreed to RESOLVED FURTHER THAT the Board of Directors (hereinafter between the Board and Mrs. A.Dhanuka, subject to such approvals referred to as the ‘Board’ which expression shall include any as may be required. Committee thereof or person(s) authorized by the Board) be and RESOLVED FURTHER THAT in the event in any financial year are hereby authorized to do all such acts, deeds, matters and things during the tenure of the Managing Director, the Company does as may be considered necessary, desirable or expedient to give not earn any profits or earn inadequate profits as contemplated effect to this Resolution and for matters connected therewith or under the provisions of Schedule V to the Act, the Company may incidental thereto.” pay to the Managing Director, the remuneration as specified in Item No. 6 - Approval of material related party transaction the aforesaid agreement as the minimum remuneration, subject pertaining to Trading of PET Resins with IVL Dhunseri to the requisite approvals.” Petrochem Industries Private Limited (IVL Dhunseri Item No. 5 - Re-appointment of Mr. Sameer Sah (DIN Petrochem) 01844078) as an Independent Director To consider and, if thought fit, to pass, with or without To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 188 and “RESOLVED THAT pursuant to the provisions of Section 149,152 other applicable provisions of the Companies Act, 2013, (the and other applicable provisions of the Companies Act, 2013, (the ‘Act’) and the Rules made thereunder and Regulation 23 and ‘Act’) and the Rules made thereunder read with Schedule IV to other applicable regulations of the Securities and Exchange the Act and Regulations 17, 25 and other applicable regulations Board of India (Listing Obligations and Disclosure Requirements) of the Securities and Exchange Board of India (Listing Obligations Regulations, 2015, (the ‘SEBI Listing Regulations’) (including any and Disclosure Requirements) Regulations, 2015, (the ‘SEBI statutory modification(s) or re-enactment(s) thereof, for the time Listing Regulations’) (including any statutory modification(s) or being in force), read along with the Company’s Policy on Related re-enactment thereof for the time being in force), and based Party Transactions and Materiality of Related Party Transactions on the recommendation of the Nomination and Remuneration and basis the approval of the Audit Committee and the Board of Committee and approval of the Board of Directors, Mr. Sameer Directors of the Company, approval of the Members be and is Sah (Mr. S.Sah) holding DIN: 01844078, whose present term as hereby accorded to enter into and/or continue material related an Independent Director ends at the conclusion of 110th Annual party transactions by and between the Company and IVL Dhunseri General Meeting (AGM) of the Company, and in respect of whom Petrochem Industries Private Limited (hereinafter referred to the Company have received a declaration confirming that he, being as "IVL Dhunseri Petrochem"), a related party of the Company, under the existing Purchase and Sale Agreement dated 1st April or any of the powers, duties and/or responsibilities in relation 2017 together with its addendum, extension letters, amendments thereto, to any Director(s) or Company Secretary or any other and renewals executed from time to time, for purchase and sale Officer(s)/Authorised Representative(s) of the Company to give of goods/materials (trading business) of PET Resins upto 45,000 effect to the aforesaid resolution. tonnes p.a, at an aggregate value not exceeding H350.00 Crores RESOLVED FURTHER THAT all actions already taken by the Board (Rupees Three Hundred and Fifty Crores only) p.a for the domestic in connection with any matter referred to or contemplated in any trade and exports as per the prevailing market condition together of the foregoing resolution are hereby approved, ratified and with further related party transactions that may be entered confirmed in all respects.” into from time to time with IVL Dhunseri Petrochem, with prior approval, omnibus or [Showing first 8,000 characters — download PDF for full document]