The Directors hereby present the 102^nd Annual Report of your Company together with the Audited Financial Statements for the year ended March 31, 2018.

Financial Results

(Rs. in Lakhs)

Note: During the year there are no transfer to the General Reserve.

Operations

The income of the Company during the year under review comprised of income from sale of traded goods, export incentive, dividend income, profit on sale of investment of shares & securities, lease rental income and royalty.

Material changes and commitments affecting financial position of the Company.

There are no material changes and commitment affecting financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2018 and the date of this Report.

Dividend

Your Directors have recommended a dividend @ '3.50/- (Previous Year @ '2.00/-) per equity share of '10 /- each for the year ended March 31, 2018 subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM).

Directors and Key Managerial Personnel

Mr. Siddhartha Rampuria has been appointed as an Additional

Director of your Company (in the category of Independent Director as a Non-Executive Director) w.e.f. April 11, 2018 and is proposed to be appointed as an Independent Director for a term of five consecutive years at the ensuing AGM. Appropriate resolution for his appointment is being placed for the approval of the members of the Company at the ensuing AGM. The Board of Directors of the Company recommend his appointment as the Independent NonExecutive Director of your Company.

The tenure of Mr. Rajiv Kumar Sharma as the Executive Director (Finance) ceased on March 31, 2018. He was re-designated as Executive Director (Finance) & CFO w.e.f. February 12, 2016 by the Board of Directors at its meeting held on February 12, 2016. He is proposed to be re-appointed as the Executive Director (Finance) & CFO of the Company for a tenure of three years, w.e.f. April 1, 2018, liable to retire by rotation. Your Directors recommend approval of his re-appointment as the Executive Director (Finance) & CFO of the Company, liable to retire by rotation. The particulars required for his re-appointment as aforesaid are contained in the Notice for the AGM of the Company.

Declaration from Independent Directors on Annual Basis

Your Company had received the declaration of Independence u/s 149(7) of the Companies Act, 2013 from all the Independent directors of your Company specifying that they meet the criteria of independence as per Section 149(6) of the Companies Act, 2013.

Directors' Responsibility Statement Pursuant to Section 134(5) of the Companies Act, 2013

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(a) That in the preparation of the annual accounts, the applicable accounting standards aligned with IND AS had been followed along with proper explanation relating to material departures, if any;

(b) That the Directors had selected such accounting policies aligned as per IND AS and applied them consistently, 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 FY and of the profit and loss of the Company for that period;

(c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the Directors prepared the annual accounts on a going concern basis;

(e) That the Directors, had laid down Internal Financial Controls for the Company and that such Internal Financial Controls are adequate and were operating effectively; and

(f) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Holding, Subsidiaries and Joint Ventures:

I. Holding Company:

Dhunseri Investments Limited is holding 55.79% of the equity share capital of your Company as on March 31, 2018.

II. Subsidiary Companies:

A. Dhunseri Infrastructure Limited

The Company had started developing an "Information Technology Park" at Kolkata IT Park, SEZ, Bantala. However, the said project is held up at present due to adverse market conditions.

B. Tastetaria Private Limited

Your Company has entered into a joint venture ("Agreement") on March 29, 2018 with Choicest Enterprises Limited ("CEL") of Ambuja Neotia group to collaborate with each other in the business of seffing up and operating restaurants for making and selling the well known "UNO" Brand of Chicago style deep-dish pizzas and such other business as may be decided in future. The JV Company chosen for this purpose is Tastetaria Private Limited "Tastetaria", which was formed in the year 2016 and was already pursuing such business on its own as a wholly owned subsidiary of your Company. Pursuant to the said agreement, CEL would acquire 75% of the existing share capital of Tastetaria from your Company while your Company would retain 25% of the share capital in Tastetaria.

C. Global Foods Pte. Limited

Global Foods Pte. Limited has become the subsidiary of your Company w.e.f. June 23, 2017 with the conversion of 16,000 Optionally Convertible Debentures of SGD 100 each in Global Foods Pte Limited into equity shares. Your Company has invested SGD 3,65,000 (equivalent to Rs.1.73 Crs.) in the form of 3,65,000 equity shares of SGD 1 each in Global Foods Pte. Limited during the FY 2017-18 and accordingly your Company holds 77.23% in the equity share capital of the said Company as on March 31,2018.

D. Twelve Cupcakes Pte. Limited

Twelve Cupcakes Pte. Limited is a wholly owned subsidiary of Global Foods Pte. Limited and Global Foods Pte. Limited is a subsidiary of your Company. Accordingly, Twelve Cupcakes Pte. Limited has become the step down subsidiary of your Company w.e.f. June 23, 2017. As per the requests for funding from Twelve Cupcakes Pte. Limited in view of its expansion plan, your Company has provided funds amounting to SGD 3,65,000 to Twelve Cupcakes Pte. Limited through Global Foods Pte. Limited in the FY 2017-18 as well has provided Corporate Guarantee for an amount of SGD 1.365 Mn equivalent to Rs.6.76 Crs. and acting as a guarantor in favour of Standard Chartered Bank for the loan taken by Twelve Cupcakes Pte Limited.

III. JointVenture:

A. IVL Dhunseri Petrochem Industries Private Limited (IDPIL)

At present, your Company is holding 50% of the equity share capital in IVL Dhunseri Petrochem Industries Private Limited (IDPIL). Micro Polypet Private Limited alongwith its subsidiaries, Eternity Infrabuild Private Limited and Sanchit Polymers Private Limited has been merged with IVL Dhunseri Petrochem Industries Private Limited w.e.f. December 18, 2017 in pursuance of the order passed by the Hon'ble National Company Law Tribunal, Kolkata Bench dated December 4, 2017 for approving the Scheme of Amalgamation. The appointed date in respect of the aforesaid scheme was April 1, 2016.

B. Overseas Joint Venture - Egyptian Indian Polyester Co. S.A.E. (EIPET) Restructuring

A settlement has reached between your Company, Egyptian Indian Polyester Co. S.A.E. ("EIPET") and EIPET Lenders namely Commercial International Bank (Egypt) S.A.E. ("CIB"), International Finance Corporation ("IFC"), Ahli United Bank Egypt S.A.E. ("AUBE") and Ahli United Bank B.S.C. ("AUBE") vide agreement dated April 19, 2018 for a One Time Settlement of an amount of USD 87 Million (United States Dollars Eighty Seven Million) and discharge all their respective rights and obligations in relation to the Loan Agreements, Project Funds and Share Retention Agreement (the "PFSRA") and the Security Documents executed between the parties in connection with availing financial facilities. In consideration for this settlement and release, it has been agreed to pay the Banks the Settlement amount as full payment in full satisfaction of the claims, subject to the terms and conditions of the agreement entered into amongst the parties. The full amount of USD 87 Mn (United States Dollars Eighty Seven Million) would be paid to Commercial International Bank (Egypt) S.A.E. ("CIB") acting as Security agent on behalf of the EIPET Lenders. To enable EIPET to pay the Settlement amount to the lenders, your Company through internal accruals and short term bridge financing to be raised in India, would infuse the same into EIPET. To facilitate the same, your Company would remit the said fund in the form of shareholder loan. Out of the total shareholder loan, an amount of upto USD 25 Mn would be converted into equity. In this regard, as on date, your Company has already remitted USD 8.8 Mn to EIPET.

Further, your Company has also entered into a Share Purchase Agreement on May 20, 2018 with Egyptian Petrochemicals Holding Company ("ECHEM") for the purchase of 23% stake of our joint venture Company -Egyptian Indian Polyester Company S.A.E ("EIPET") in not more than seven tranches.

Further, your Company has also proposed to purchase the entire shareholding of 39,900 (7%) shares of Engineering for Petroleum & Process Industries Company ("ENPPI") in EIPET.

Information about the Financial Performance/Financial Position of the Subsidiaries, Associate and Joint Venture

A separate statement containing the salient features of Financial Statements of all Subsidiary/Associate/Joint Ventures of your Company forms a part of consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. Shareholders who wish to have a hard copy of the full reports and accounts of the subsidiaries will be provided the same on receipt of written request from them. These documents will also be available for inspection by any shareholder at the registered office of the Company and that of the subsidiaries on any working day during business hours, except on Saturdays.

As required under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Audited Consolidated Financial Statements of your Company are also attached and form part of the Company's Annual Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings/Outgo

There are no particulars in regard to the conservation of energy, technology absorption as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

The Foreign exchange outgo in the FY 2017-18 is Rs.6,896.16 Lakhs.

Further, earnings in foreign exchange in the FY 2017-18 is Rs.80,515.20 Lakhs.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached as"Annexure-A" to this Report.

Corporate Social Responsibility

A Corporate Social Responsibility Committee was constituted on May 22, 2014 with Mr. P.K.Khaitan as the Chairman and Mr. C.K.Dhanuka and Dr. B.Sen as the members.

The updated Corporate Social Responsibility Policy of your Company is available in the Company's website (weblink: http:// aspetindia.com/wp-content/uploads/2018/03/Corporate-Social-Responsibility-Policy.pdf)

Your Company carried CSR activities mainly through Dhanuka

Dhunseri Foundation (DDF).

The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is attached as "Annexure-B" to this Report.

Details Relating to Remuneration to Directors, Key Managerial Personnel and Employees

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/Employees of your Company is attached as "Annexure-C" to this Report.

Auditors and Auditors' Report Statutory Auditors

M/s B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022, the present Statutory Auditors of your Company shall hold office till the end of 106^th AGM which was approved in the AGM held on August 7, 2017.

The Auditors' Report for the FY 2017-18 does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mamta Binani & Associates, practising Company Secretaries was appointed as the Secretarial Auditor of your Company for the FY 2017-18.

The Secretarial Audit Report issued by Mamta Binani, practising Company Secretary for the FY ended March 31, 2018 is attached as an "Annexure-D" to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Adequacy of Internal Financial Controls with reference to Financial Statements

Your Company has in place adequate internal financial controls as required u/s 134(v)(e) of the Companies Act, 2013. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. During the year, such controls were tested with reference to Financial Statements and no material weakness in the design or operation was observed.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Risk Management

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

Related PartyTransactions

All the contracts/arrangements/transactions entered by your Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. They were on similar terms as per the terms and conditions of the agreements entered into between the parties.

None of the transactions with any of the related parties was in conflict with the Company's interest.

Particulars of Contracts or arrangement entered into with Related parties during the year pursuant to the provisions of Section 134 (3) (h) of the Companies Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "Annexure - E" in form AOC - 2 and the same forms part of this Report.

Few related party transactions in the FY 2017-18 are subject to the approval of the shareholders at the forthcoming Annual General Meeting based on the transactions crossing the materiality threshold as per the Listing Regulations.

The necessary disclosures regarding the transactions are provided in the notes to accounts.

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

Formal Annual Evaluation

The Independent Directors of your Company had reviewed the performance of non-independent directors and the Board as a whole along with the performance of the Chairman of your Company at its meeting held on February 14, 2018.

The Board of Directors at its meeting held on May 21, 2018 had evaluated the performance of the Independent Directors based on a list of evaluation criteria for performance evaluation. The effectiveness of the Board was discussed and evaluated based on the evaluation criteria as well as the performance evaluation of the Board Committees was also conducted in the same meeting.

The evaluation process focused on various aspects of the functioning of the Board and Committees such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. The guidance note issue by SEBI on Board Evaluation was duly considered while conducting the evaluation exercise. Separate exercise was carried out to evaluate the performance of individual directors on parameters such as qualifications, experience, availability and attendance, constructive contribution, knowledge and competency etc.

As an outcome of the above exercise, it was noted that the Board as a whole is functioning as a cohesive body which is well engaged with different perspectives. The Board Members from different backgrounds bring about different complementarities that help Board discussions to be rich and value adding. It was also noted that the Committees are functioning well and besides the Committee's terms of reference as mandated by law, important issues are brought up and discussed in the Committee Meetings.

Corporate Governance, Management Discussion And Analysis Reports

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 34(3) and Schedule V of the Listing Regulations. A report on Corporate Governance and Management Discussion and Analysis Reports are included as a part of this Report.

Certificate from the Statutory Auditors of the Company confirming the compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is attached to this Report.

The details of Board Meetings held during the FY 2017-18, details of Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Nomination and Remuneration policy and Vigil Mechanism/Whistle Blower Policy are covered in the Corporate Governance Report.

Environment, Health and Safety

Environmental, Health and Safety is of great importance to your Company. Your Company continuously strives to ensure environment sustainable practices and provide a safe and healthy workplace for its employees.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions in regard to the under-mentioned items during the year under review:

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of sweat equity shares to employees of the Company/ Issue of Employees Stock Option Scheme.

Further, your Company has not accepted any deposits from the public. There were no outstanding balances relating to Fixed Deposits as at the beginning and end of the FY 2017-18.

There are no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

Employees

Your Company believes that 'employees' are the most valuable assets of any organization. Your Directors wish to place on record their deep sense of appreciation for the co-operation, dedication and committed services by all the employees of your Company who play a pivotal role in the growth of your Company.

Acknowledgement

The Directors wish to place on record their sincere appreciation for the whole-hearted support received from the banks, customers, suppliers, shareholders and all others associated with your Company. The Board of Directors also thank the employees of the Company for their valuable service and support during the year.

For and on behalf of

The Board of Directors

Place: Kolkata C.K.DHANUKA

Date: May 21, 2018 Executive Chairman