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DIRECTORS REPORT



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Your Admiral accept amusement in presenting the 100th Anniversary Address of your Company calm with the Audited Account of Accounts for the year concluded March 31, 2016.

Scheme of Arrangement/Restructuring



Your Company has undertaken initiatives for restructuring and opportunities for cardinal advance by arrangement the Polyethylene Terephthalate (“PET resin”) business of your Company in India (“Transferred Business”) to Dhunseri Petglobal Limited (“DPGL”) from April 1, 2016 (“Appointed Date”) beneath a Scheme of Arrangement accustomed by your lath at its affair captivated on February 29, 2016.



Indorama Ventures Accessible Company Limited (“IVL”), one of the world’s arch petrochemical producers, has agreed to coact with your Company and accordingly advance the said PET adhesive business of your Company and booty a 50% disinterestedness pale in such business for a absolute appliance of Rs.418.76 crores through advance by IVL’s wholly endemic subsidiary, namely Indorama Ventures All-around Casework Limited or any added associate of IVL (collectively accustomed as “IVGS”) as bent by IVL.

Your Company has agreed to access from IVGS a 50% disinterestedness pale in Micro Polypet Private Limited, addition Company accomplishment PET adhesive in India with a accommodation of 2,16,000 tonnes of PET adhesive at its bulb in Panipat District in the Accompaniment of Haryana, for a absolute appliance of H110.61 crores accountable to adjustments. Consistent to such acquisition, IVGS and your Company will anniversary accept an according 50% disinterestedness pale in the said Micro Polypet Private Limited.

In appliance of alteration of the Transferred Business, DPGL will affair and admeasure to your Company 2,84,75,000 Optionally Convertible Debentures of H100/– anniversary (“Debentures”) in DPGL accustomed as absolutely paid up and accumulation to H2,84,75,00,000/– in barter of the Transferred Business.

Collaboration with a well–established apple baton Indorama Ventures Accessible Company Limited accepting a all-around brand was advised adorable and would admonition the Company to strengthen its business presence. Hence, abutting easily with a all-around baton is accustomed to optimise benefits, by way of advance in margins and accumulation in accretion costs.

The appointed date in account of the Scheme is April 1, 2016.

The above Scheme of Arrangement has acquired the approval of the Stock Exchanges (both NSE & BSE). Further on an appliance actuality made, the Hon’ble High Court at Calcutta has ordered for captivation the Company’s shareholders affair (to be convened by Court appointed Chairman) on June 22, 2016 for their accord to the Scheme of Arrangement.

Accordingly, the Scheme is accountable to approval of the requisite majorities of the associates of DPL and DPGL and sanction by the Hon’ble High Court at Calcutta and added accordant authorities.

Operations

The assembly of PET adhesive added from 3,49,263 MT in 2014–15 to 3,87,317 MT in 2015–16 i.e. an access by 11%.

The calm sales aggregate added from 1,93,983 MT in 2014–15 to 2,33,142 MT in 2015–16 i.e. an access by 20%.

The consign sales aggregate added from 1,54,422 MT in 2014–15 to 1,62,745 MT i.e. an access by 5%.

The allowance anon continues to be beneath burden in the year beneath review. Further, inspite of a college production, the about-face of your Company during the accustomed year has been lower due to lower article prices consistent aloft lower awkward oil prices.

No actual changes and commitments accept occurred afterwards the abutting of the banking year till the date of this Report, which affect the banking position of the Company.

Going advanced the FY 2016–17 will be a arduous year in appearance of the access in the bazaar antagonism and amount realisation. Allotment

Your Admiral recommended a allotment @ H4.00/– (Previous Year @ Rs.4.00/–) per disinterestedness allotment of Rs.10 /– anniversary for the year concluded March 31, 2016 accountable to the approval of the shareholders at the after Anniversary General Meeting.

Directors and Key Managerial Personnel

Mr. M.Dhanuka has been re–appointed as a whole–time Director appointed as Vice Chairman & Managing Director of your Company for a aeon basic from April 1, 2015 and absolute on March 31, 2018.

Mr. B.Chattopadhyay has been re–appointed as a whole–time Director appointed as Managing Director & CEO of your Company for a aeon basic from April 1, 2015 and absolute on March 31, 2018.

Mr. R.K.Sharma has been re–appointed as a whole–time Director appointed as Executive Director (Finance) of your Company for a aeon basic from April 1, 2015 and absolute on March 31, 2018.

Ms. S.Mookim has been appointed as an Independent Director of your Company beneath the Companies Act, 2013 for a appellation of bristles years w.e.f. August 7, 2015.

Mr. B.Chattopadhyay, Director of your Company will retire at the after Anniversary General Affair by rotation, and actuality eligible, activity himself for re–appointment. Your Admiral recommends his re–appointment as Director of your Company. The particulars appropriate for the re–appointment as the Managing Director & CEO, accountable to retire by circling are independent in the Notice for the Anniversary General Affair of the Company.

Mr. Y.F.Lombard has accommodated from the Lath of your Company w.e.f. August 7, 2015 in appearance of the auction of absolute disinterestedness pale of Yves Lombard Asset Administration AG from the Company on June 30, 2015. Your Lath of admiral wishes to abode on almanac his sincerest acknowledgment for the addition fabricated by him during his tenure.

Mr. V.Goel, Chief Banking Officer has accommodated from your Company w.e.f.. September 15, 2015 in appearance of which Mr. R.K.Sharma, Executive Director (Finance) has been appointed as CFO of your Company and re–designated as Executive Director (Finance) & CFO of your Company as accustomed by your Lath in its affair captivated on February 12, 2016.

Your lath has acclaimed the change in cachet of Mr. P.K.Khaitan from Independent to Non Independent Director of your Company w.e.f. August 8, 2015, accountable to retire by circling in its affair captivated on August 7, 2015.

Declaration from Independent Admiral on Anniversary Base

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Your Company has accustomed the acknowledgment of Ability u/s 149(7) of the Companies Act, 2013 from all the Independent admiral of your Company allegorical that they accommodated the belief of ability as per Section 149(6) of the Companies Act, 2013.

Directors’ Albatross Account Pursuant to Section 134(5) of the Companies Act, 2013 Pursuant to the claim beneath Section 134(5) of the Companies Act, 2013, with account to Directors’ Albatross Statement, it is hereby confirmed:

(a) That in the alertness of the anniversary accounts, the applicative accounting standards had been followed forth with able account apropos to actual departures, if any;

(b) That the admiral had called such accounting behavior and activated them consistently and fabricated judgements and estimates that are reasonable and prudent, so as to accord a accurate and fair appearance of the accompaniment of diplomacy of the Company at the end of the banking year and of the accumulation and accident of the Company for that period;

(c) That the admiral had taken able and acceptable affliction for the aliment of able accounting annal in accordance with the accoutrement of this Act for attention the assets of the Company and for preventing and audition artifice and added irregularities;

(d) That the admiral able the anniversary accounts on a activity affair basis;

(e) That the directors, had laid bottomward centralized banking controls for the Company and that such centralized banking controls are able and were operating effectively; and

(f) That the admiral had devised able systems to ensure acquiescence with the accoutrement of all applicative laws and that such systems were able and operating effectively.

Subsidiary Company

(a) Egyptian Indian Polyester Company S.A.E (EIPET)

In account of your Company’s subsidiary, Egyptian Indian Polyester Company S.A.E (EIPET), the assembly in the Bulb had been discontinued from May, 2015. EIPET had represented afore the costs banks on the Company’s business plan and requested bankers for restructuring of the accommodation facilities, which is beneath alive consideration.

The restructuring activity put advanced by Ernst & Young, who were appointed by the Company on the admonition of the bounded lenders is beneath consideration. On the admonition of the banks, the merchant bankers accept been appointed for exploring consecration of added able disinterestedness partner.

(b) Dhunseri Infrastructure Limited (DIL)

There is no change in the cachet of development of IT SEZ activity which is still on hold.

(c) Dhunseri Petglobal Limited (DPGL)

Pursuant to the Scheme of Arrangement, on February 29, 2016, 9900 absolute disinterestedness shares of Rs.10/– anniversary of Dhunseri Petglobal Limited (DPGL) were acquired by your Company consistent in DPGL acceptable a absolute accessory of your Company.

Further, as on March 11, 2016, DPGL issued and allotted 1,99,90,000 new disinterestedness shares of Rs.10/– anniversary to the Company for banknote at par. Accordingly, your Company is captivation 99.99% of the absolute Issued, Subscribed and Paid up Allotment Capital of DPGL.

Information about the Banking Performance/ Banking Position of the Subsidiaries

A abstracted account absolute the arresting appearance of Banking Statements of all subsidiaries of your Company forms allotment of Consolidated Banking Statements in acquiescence with Section 129 and added applicative provisions, if any, of the Companies Act, 2013. Shareholders who ambition to accept a adamantine archetype of the abounding letters and accounts of the subsidiaries will be provided the aforementioned on cancellation of accounting appeal from them. These abstracts will additionally be accessible for analysis by any actor at the registered arrangement of the Company and that of the subsidiaries on any alive day during business hours, except on Saturdays.

As appropriate beneath the Companies Act, 2013 and Securities and Barter Lath of India (Listing Obligations and Acknowledgment Requirements) Regulations, 2015 (“Listing Regulations”), the Audited Consolidated Banking Statements of your Company are additionally absorbed and forms allotment of the Company’s Anniversary Report.

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

The particulars as assigned beneath Section 134(3)(m) of the Companies Act, 2013 apprehend with the Companies (Accounts) Rules, 2014, are absorbed as “Annexure–A” to this Report.

Extract of Anniversary Return

The capacity basic allotment of the abstract of the Anniversary Return in anatomy MGT–9 as appropriate beneath Section 92(3) of the Companies Act, 2013 apprehend with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is absorbed as “Annexure–B” to this Report.

Corporate Social Albatross

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

The Corporate Social Albatross Policy, which has been accustomed by the Lath of Admiral at its affair captivated on May 22, 2014, is accessible in the Company’s website (weblink:<http://aspetindia.com/> wp–content/uploads/2014/10/Corporate–Social–Responsibility–Policy.pdf)

Your Company agitated CSR activities mainly through Dhanuka Dhunseri Foundation (DDF).

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The Anniversary Address on CSR activities in accordance with the Companies (Corporate Social Albatross Policy) Rules, 2014, is absorbed as “Annexure–C” to this Report.

Details Apropos to Accomplishment to Directors, Key Managerial Personnel and Advisers

The advice appropriate beneath Section 197 of the Companies Act, 2013 apprehend with Companies (Appointment and Accomplishment of Managerial Personnel) Rules, 2014 in account of Directors/Employees of your Company is absorbed as “Annexure–D” to this Report.

Auditors and Auditors’ Address

Statutory Auditors

M/s Lovelock & Lewes, Chartered Accountants (Regn. No. 301056E), are the present Statutory Auditors of your Company and shall authority arrangement till the end of 101st Anniversary General Affair which was accustomed in the Anniversary General Affair captivated on August 14, 2014.

The arrangement for the FY 2016–17 is from the cessation of this 100th Anniversary General Affair till the cessation of the 101st Anniversary General Meeting. In appearance of this, your acceptance for arrangement is actuality accustomed in the after Anniversary General Meeting.

The Auditors’ Address for the FY 2015–16 does not accommodate any qualification, reservation, adverse acknowledgment or disclaimer.

Cost Analysis

Pursuant to Section 148 and added applicative provisions, if any, of the Companies Act, 2013 apprehend with Companies (Audit and Auditors) Rules, 2014, the Lath of Admiral of your Company has appointed M/s. Mani & Co., Amount Accountants as the Amount Accountant for the FY 2016–17 for administering the amount analysis of the amount annal of the PET adhesive business of your Company on the recommendations fabricated by the Analysis Committee. The accomplishment proposed to be paid to the amount accountant is accountable to acceptance by the associates at the after Anniversary General Meeting.

In appearance of the proposed Scheme of Arrangement, already the PET adhesive business of your Company in India is transferred to DPGL, your Company will not abatement beneath the ambit of amount analysis aback the amount analysis is not applicative to the Treasury Operations of your Company.

Secretarial Analysis

Pursuant to the accoutrement of Section 204 of the Companies Act, 2013 apprehend with the Companies (Appointment and Accomplishment of Managerial Personnel) Rules, 2014, Ms. Mamta Binani, practising Company Secretary was appointed as the Secretarial Accountant of your Company for the FY 2015–16. The Secretarial Analysis Address for the FY concluded March 31, 2016 is absorbed as an “Annexure–E” to this Report.

The Secretarial Analysis Address does not accommodate any qualification, reservation, adverse acknowledgment or disclaimer.

Adequacy of Centralized Banking Controls with Advertence to Banking Statements

Your Company has in abode able centralized banking controls as appropriate u/s 134(v)(e) of the Companies Act, 2013. Your Company has adopted behavior and procedures for ensuring the alike and able conduct of its business, including adherence to Company’s policies, the attention of its assets, the blockage and apprehension of frauds and errors, the accurateness and abyss of the accounting records, and the appropriate alertness of reliable banking disclosures. During the year, such controls were activated by the Centralized and Statutory Auditors with advertence to Banking Statements and no reportable actual weakness in the architecture or operation were observed.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered beneath the accoutrement of Section 186 of the Companies Act, 2013 are accustomed in the addendum to the Banking Statements.

Risk Administration Activity

Your Company has accustomed a Risk Administration Activity which was accustomed by the Lath during the FY 2014–15.

Your Company has a Risk Administration Committee which has been entrusted with the albatross to abetment the Lath in administering that all the risks that the alignment faces such as in the breadth of Bulb and Machinery Operational & Maintenance, Product Affection Control and Customer Complaints, Fire Risk Management, Customer Credit, Legal, Market, Insurance Claim Management, Raw Material/

Dependency, as per its Risk Administration Activity accept been articular and assessed.

Related Affair Affairs

The affairs entered with accompanying parties during the FY 2015–16 were on an arm’s breadth base and were in the accustomed advance of business and the accoutrement of Section 188 of the Companies Act, 2013 are not attracted. There accept been no materially cogent accompanying affair affairs with the Company’s promoters, directors, the management, their subsidiaries or ancestors which may accept abeyant battle with the interests of the Company at large. Thus, acknowledgment in anatomy AOC–2 is not required.

The all-important disclosures apropos the affairs are accustomed in the addendum to accounts. The Company has additionally formulated a activity on ambidextrous with the Accompanying Affair Affairs and all-important approval of the Analysis Committee and Lath of Admiral were taken wherever appropriate in accordance with the Policy.

Formal Anniversary Appraisal

The Independent Admiral of your Company has advised the achievement of non–independent admiral and the Lath as a accomplished forth with the achievement of the administrator of your Company in its affair captivated on August 7, 2015 and February 12, 2016.

The Lath of Admiral in its affair captivated on May 24, 2016 has evaluated the achievement of the Independent admiral based on a account of appraisal belief for achievement appraisal as able-bodied as the capability of the Lath was additionally discussed and evaluated based on the appraisal criteria. Further the achievement appraisal of the Lath Committees was additionally conducted in the aforementioned meeting.

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Corporate Governance, Administration Discussion And Analysis Letters

Your Company has taken able accomplish to attach to all the agreement laid bottomward in Regulation 34(3) and Schedule V of the Listing Regulations. A address on Corporate Governance and Administration Discussion and Analysis Letters are included as a allotment of this Report.

Certificate from the Statutory Auditors of the Company acknowledging the acquiescence with the altitude of Corporate Governance as assured beneath Listing Regulations is absorbed to this Report.

The capacity of Lath Meetings captivated during the FY 2015–16, capacity of Analysis Committee, Stakeholders Relationship Committee, Nomination and Accomplishment Committee, Nomination and Accomplishment activity and Vigil Mechanism/Whistle Blower Activity are covered in the Corporate Governance Report.

Certifications

Your Company holds affection certifications from acclaimed civic and all-embracing agencies like the USFDA, EC, Japanese and Canadian Food and Bloom Bodies and ITRC and is additionally ISO 9001:2008, ISO 14001:2004, BS OHSAS 18001:2007 and SA 8000:2008 certified. Your Company has accomplished the activity of accepting acceptance as per latest adaptation of QMS and EMS (i.e ISO 9001:2015, ISO 14001:2015) and ISO 22000:2005 (Food Assurance Administration System) in the accustomed banking year.

Environment, Bloom and Assurance

Environment, bloom and assurance is of abundant accent to your Company. Your Company continuously strives to ensure ambiance acceptable practices and accommodate a safe and advantageous abode for its employees. It aims at able decay administration and auctioning to ensure advantageous and safe environment.

Your Company has accomplished a Green Field Activity to Recycle Advised Effluent Baptize and use this baptize in the accomplishment process. This activity will be completed by July, 2016. This activity of recycling advised baptize aback into the accomplishment activity corroborates administration accustomed in Ganga Activity Plan of Government of India.

Credit Appraisement by Acclaim Analysis & Research Ltd. (CARE)

Your admiral acquaint that CARE has advised and revised the acclaim appraisement of CARE A– (Single A minus) to long–term coffer accessories of yourCompany and CARE A2 (A Two plus) to Short–term Coffer accessories of your Company.

At the aforementioned time CARE has additionally advised and revised the Acclaim appraisement of CARE A2 (A Two plus) to Short–term Debt (including Commercial Paper programme) of your Company.

General

Your Admiral accompaniment that no acknowledgment or advertisement is appropriate in account of the afterward items as there were no affairs on these items during the year beneath review:

(a) The Company has not accustomed any deposits from the public. There were no outstanding balances apropos to FDs as at the alpha and end of the FY 2015–16.

(b) Affair of disinterestedness shares with cogwheel rights as to dividend, voting or otherwise.

(c) Affair of diaphoresis disinterestedness shares to advisers of your Company/ Affair of Advisers Stock Option Scheme.

(d) There are no cogent actual orders anesthetized by the Regulators or Courts or Tribunals which would appulse the activity affair cachet of your Company and its approaching operations.

Employees

Your Company believes that ’employees’ are the best admired assets of any organization. Your Admiral ambition to abode on almanac their abysmal faculty of acknowledgment for the co–operation, adherence and committed casework by all the advisers of your Company which plays a cardinal role in the advance of your Company.

Acknowledgement

The Admiral ambition to abode on almanac their aboveboard acknowledgment for the whole–hearted abutment accustomed from Allahabad Bank, Axis Coffer Limited, Coffer of Baroda, Canara Bank, DBS Coffer Limited, Deutsche Coffer AG, Federal Coffer Limited, HDFC Coffer Limited, ICICI Coffer Limited, IDBI Coffer Limited, All-embracing Finance Corporation, (Washington), Punjab Civic Bank, Standard Chartered Bank, Accompaniment Coffer of India, The Ratnakar Coffer Limited, UCO Bank, United Coffer of India, West Bengal Industrial Development Corporation Limited, Haldia Development Authority, Arrangement of the District Magistrate of East Midnapore, West Bengal Pollution Control Board, West Bengal Accompaniment Electricity Board, Ministry of Ambiance & Forest, Government of West Bengal, Government of Egypt, Governorate of Suez, General Authority for Advance and Free Zones (GAFI), Egyptian Petrochemicals Captivation Company (ECHEM), Engineering for the Petroleum and Activity Industries (ENPPI), Ahli United Coffer (Egypt) S.A.E, Ahli United Coffer (Bahrain), Commercial All-embracing Coffer (Egypt) S.A.E, Egypt, Dubai Multi Commodities Centre, the customers, suppliers, shareholders and all others associated with your Company.

For and on Behalf of The Lath of Admiral

C.K.Dhanuka

Executive Chairman

Date: May 24, 2016

Place: Kolkata

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