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Directors Report of Dhanuka Agritech Ltd.

Mar 31, 2015

The Directors are pleased to present the 30th Annual Report on the business and operations of the Company along with the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2015.

Its a matter of pride that your Company's Share price touched Rs.710 in March, 2015 which is 355 times of the face value of a Share.

We are happy to inform that Mr.Amitabh Bachchan, Super-Star of Indian Cinema, continues to endorse your Company as its Brand Ambassador and this has strengthened the Company's Brand-image.

1. Financial Highlights (Rs,in lakhs)

Particles For the FY ended For the FY ended 31.03.2015 31.03.2014

Gross Turnover 86,738.45 82,905.42

Profit before Depreciation & Taxation (PBDT) 13,523.89 12,117.48

Deductions:

Depreciation 585.59 483.86

Provision for Taxation 2,330.04 2,320.09

Profit after Tax (PAT) 10,608.27 9,313.53

Balance of Statement of Profit & Loss of Previous Year 25,108.59 19,083.02

Amount available for Appropriations 35,716.86 28,396.55

Appropriations:

- Transfer to General Reserve 1,063.00 932.00

- Final Dividend (Proposed) 2,250.88 1,000.39

- Interim Dividend (Paid) NIL 1,000.39

- Dividend Tax (both Interim and Final) 458.23 340.04

Surplus carried to Balance Sheet 31,944.77 25,123.73

2. Business Operations

Monsoon during 2014 was only 88% of the average, resulting in a weak Kharif crop, since most of the agriculture in India is still monsoon dependent. Unseasonal rains during Rabi crop further aggravated the agriculture scenario by causing widespread damage to the crops. Hence, the demand for your Company's products was weak and sales were subdued.

However, with unrelenting efforts put in by the Company's marketing teams, your Company achieved a Gross Turnover of Rs.86,738.45 lakhs, an increase of 4.62% over last year's Gross Turnover of Rs.82,905.42 lakhs. The Net Sales of your Company grew by 6.32% from Rs.73,841.01 lakhs in FY 2013-14 to Rs.78,507.58 lakhs in FY 2014-15.

EBITDA grew by 9.97% from Rs.12,534.28 lakhs in FY 2013- 14 to Rs.13,783.86 lakhs in FY 2014-15. Further, PAT grew by 13.90% from Rs.9,313.53 lakhs in FY 2013-14 to Rs.10,608.27 lakhs in FY 2014-15.

Your Company continues to remain debt-free, due to its strong performance in the recent years. Additionally, it has healthy Net Worth of Rs.40,498.81 lakhs.

Your Company has been reaffirmed (ICRA) A (Stable outlook) for fund based limits and (ICRA) A1 for non-fund based limits.

CRISIL has assigned Fundamental grade 4/5 (Superior Fundamentals) and Valuation grade of 4/5 (upside from Current Market Price) to your Company.

3. Material Changes and Commitments affecting the Company's Financial Position between the end of the Financial Year and Date of Report u/s 134 of the Companies Act, 2013 Except as disclosed elsewhere in the Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of the Financial Year till the date of this Report.

4. Comprehensive Scheme of Amalgamation

As you are aware that a Scheme of Amalgamation was framed under the provisions of sections 391 and 394 of the Companies Act, 1956, and other applicable provisions for amalgamation of M/s. A.M. Bros. Fintrade Pvt. Ltd and M/s. Dhanuka Finvest Pvt. Ltd (the Transferor Companies No. 1 and 2 respectively) with M/s Dhanuka Agritech Ltd (the Transferee Company) and their respective Shareholders and

Creditors (hereinafter referred to as "the Scheme").

The aforesaid Scheme of Amalgamation was approved by the Hon'ble High Court of Delhi vide its order dated 6th November, 2015 (pronouncement date). The Appointed Date for the Scheme is 1st January, 2015. The Scheme has become effective with effect from 1st December, 2015, being the date of filing of the High Court order with the Registrar of Companies.

Pursuant to the aforesaid Scheme 3,64,92,240 (Three Crores Sixty Four Lacs Ninety Two Thousand Two Hundred and Forty) Equity Shares of Rs. 2/- each of the Company was allotted to the shareholders of the Transferor Companies on 2nd December, 2015. Further, 3,64,92,240 (Three Crores Sixty Four Lacs Ninety Two Thousand Two Hundred and Forty) Equity Shares of Rs. 2/- each of the Company as held by the Transferor Companies has been cancelled and extinguished as crossholding. The reconciliation of the paid-up share capital of the Company on account of the aforesaid Scheme is as below:

Particles Number of Equity Amount Shares Rs. 2/- each

Pre-Merger Share Capital of Dhanuka Agritech Limited 5,00,19,500 1000.39

Less: Number of Shares held by the Transferor Company No. 1 cancelled and extinguished pursuant to the Scheme 55,33,350

Less: Number of Shares held by the Transferor Company No. 2 cancelled and extinguished pursuant to the Scheme 3,09,58,890

Share Capital of Dhanuka Agritech Limited after cancellation of Crossholding 1,35,27,260 270.55

Add: Number of Shares allotted on 2nd December, 2015 to the shareholders of the Transferor Company No. 1 and the Transferor Company No. 2 pursuant to the 3,64,92,240

Post-Merger Share Capital of Dhanuka Agritech Limited 5,00,19,500 1000.39

The issued, subscribed and paid-up share capital of the Company as on the date of signing of this Board's Report is Rs. 1000.39 lacs divided into 5,00,19,500 equity shares of Rs. 2/- each.

Members may note that since the Appointed Date of the Scheme is 1st January, 2015 and the shareholding of the Transferor Companies in Dhanuka Agritech Limited has been cancelled and extinguished with effect from the appointed date, except otherwise stated, all reference to the share capital and shareholding in the Company as on 31st March, 2015 has been taken as Rs. 270.55 lacs divided into 1,35,27,260 (One Crore Thirty Five Lacs Twenty Seven Thousand Two Hundred Sixty) Equity Shares of Rs.2/- each. [Please also refer Note No. 2(13) of the Annual Financial Statements]

5. Dividend

Your Directors are pleased to recommend Dividend @225% i.e. Rs.4.50 per Equity Share of Rs.2/- each for the Financial Year ended 31st March, 2015. Dividend, if approved by the Members at ensuing Annual General Meeting, will absorb Rs.2,250.88 lakhs and tax on Dividend will absorb Rs.458.23 lakhs.

6. Subsidiary Company

At present your Company has one wholly owned Subsidiary Company namely M/s Dhanuka Agri-Solutions Pvt. Ltd. incorporated in Bangladesh and its operations have not yet started. A Statement containing salient features of the Financial Statements of the subsidiary in Form AOC-1 is attached with Financial Statement of the Company. The Statement also provides the details of performance, financial position of the Subsidiary.

Pursuant to the provisions of Section 136 of the Act, the Company's Financial Statements, Consolidated Financial Statements, along with relevant documents and separate Audited Accounts in respect of Subsidiary, are available on the website of the Company.

The Company does not have any material Subsidiary in terms of the provisions of Listing Agreement. Hence, Policy on material Subsidiaries has not been formulated. There are no Associate Companies within the meaning of Section 2(6) of the Companies Act, 2013 ("the Act").

7. Transfer to General Reserve

Your Company proposes to transfer Rs.1,063 lakhs to the General Reserve.

8. Deposits from Public

The Company has not accepted any Deposits from Public and hence, no principal or interest was outstanding as on the Balance Sheet date.

9. Future Prospects

Your Company continues to introduce new products with international and domestic tie-ups, as our marketing philosophy is to launch technologically-advanced, innovative products. Six new, exclusive products are in process of getting registered with Central Insecticides Board u/s 9(3) of the Insecticides Act, 1968. Of these, two products are expected to be launched in each of the next three Financial Years.

The Company is also in the process of setting up a new manufacturing facility in Rajasthan, with an installed capacity of 25,500 KL of liquids and 7,100 MT of wet table/soluble powder. The Plant is expected to be operational in FY15-16.

The Indian Meteorological Department has predicted 12% deficiency in monsoon rains during 2015, due to adverse effect of El-Nino weather phenomenon. However, rainfall in the month of June has been widespread and encouraging, but it was deficient in the month of July.

Your Company's Management team is leaving no stone unturned to achieve its growth targets. Due to pan India presence and a diverse product portfolio, that is augmented by new, technologically advanced products that protect all kinds of crops from various weeds, pests & diseases, your Company expects to do well during FY 2015- 16.

10. Measures for Energy Conservation, R&D and Technology Absorption and Details of Foreign Exchange Earnings and Outgo Information as required u/s 134(3)(m) of the Act is given in Annexure A forming part of this Report.

11. Extract of Annual Return

The extract of the Annual Return in form MGT-9 is given in Annexure B' forming part of this Report.

12. Meetings of the Board

Five Meetings of the Board of Directors were held during the year. The Corporate Governance Report covers more information on Meetings of the Board and its Committees.

13. Directors & Key Managerial Personnel

In accordance with the provisions of the Act, Mr.Rahul Dhanuka and Mr.Mridul Dhanuka will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

The Members of the Company re-appointed Mr.Mahendra Kumar Dhanuka as Managing Director of the Company for a period of 5 years w.e.f. 14th August, 2014 in the 29th Annual General Meeting of the Company, based on the recommendation of the Board of Directors and Nomination and Remuneration Committee.

Further, the Members of the Company appointed Mr.Priya Brat, Mr.Subhash Chandra Lakhotia, Mr.Vinod Kumar Jain, Mr.Indresh Narain, Mrs.Asha Mundra and Mr.Om Prakash Khetan as Independent Directors on the Board of the Company who are not liable to retire by rotation, in accordance with the provisions of the Companies Act, 2013 and Rules framed there under and other applicable laws, for a period of five consecutive years with effect from 20th May, 2014, based on the recommendation of the Board of Directors and Nomination and Remuneration Committee. All the Independent Directors have submitted a declaration confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Clause 49 of the Listing Agreement.

The details of familiarisation programmes for Independent Directors are available on the Company's website (web link: http:// www. dhanuka. com/wp-content/uploads/2015/07/ Familiarization- Programmes- for- Independent- Directors.pdf) Pursuant to the provisions of Section 203 of the Act, Mr.Mahendra Kumar Dhanuka, Managing Director, Mr.Vinod Kumar Bansal, Chief Financial Officer and Ms.Shubha Singh, Company Secretary have been designated as Key Managerial Personnel of the Company. Further, Ms. Shubha Singh ceased to be Company Secretary and Compliance Officer following her resignation from the Company w.e.f. 7th November, 2015.

14. Directors' Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) of the Act with respect to Directors' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the Standalone and Consolidated Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

2. The Directors have selected such Accounting Policies and applied them consistently and made judgments 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 Financial Year and of the Profit and Loss of the Company for that period;

3. The Directors have 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 frauds and other irregularities;

4. The Directors have prepared the Standalone and Consolidated Annual Accounts on a going - concern basis;

5. The Directors 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

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. Corporate Governance

Your Company maintains highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities.

As required by clause 49 of the Listing Agreement, a separate Report on Corporate Governance forms part of the Annual Report. A Certificate by the Statutory Auditors of the Company confirming compliance with Corporate Governance forms a part of this Report.

16. Corporate Social Responsibility (CSR)

The Annual Report on CSR activities is given in Annexure 'C forming part of this Report.

17. Internal Complaints Committee (ICC)

Your Company has constituted Internal Complaints Committee (ICC), in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under. The ICC comprises of Ms.Shubha Singh* (Chairperson), Mr.Rajesh Sahni, Mr.Ankur Dhanuka and Ms.Seema Salwan. The Company's Policy under this Act is available on the Corporate website. ICC provides a mechanism for reporting and redressing complaints related to sexual harassment at workplace.

18. Committees of Board

The details of the Committees of Board are provided in the Corporate Governance Report forming part of the Annual Report.

19. Whistle Blower Policy

In compliance with the Listing Agreement entered into by your Company with Stock Exchanges, Whistle Blower Policy has been implemented as a mechanism for employees to report concerns about unethical behavior or actual or suspected fraud of all kinds, including alleged fraud by or against the Company, abuse of authority, whether made by a named complainant or anonymously. The Policy is a step towards better Corporate Governance and is available on the Company's website.

20. Management Discussion & Analysis

The Management Discussion and Analysis is given separately and forms part of this Annual Report.

21. Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the Code of Conduct for prevention of Insider Trading was in force during last fiscal.

22. Performance Evaluation

In compliance with the requirement of Section 134(3)(p) and Schedule IV of the Companies Act, 2013 and Rules framed there under and Clause 49 of the Listing Agreement, the Board of Directors of the Company evaluated and assessed the performance of the Company's Chairman, Individual Directors, Board as a whole and it's Committees through a questionnaire based on emerging and leading practices and performance criteria such as strategic engagement, knowledge, diligence, ethics & values, oversight of the Financial Reporting Process, including Internal Controls and Composition and Quality of Board and Committees etc.

23. Policy on Appointment and Remuneration of the Directors, Key Managerial Personnel and Other Employees The Policy of the Company relating to the appointment and remuneration of the Directors, Key Managerial Personnel and other employees as required under provisions of the Listing Agreement and Section 178(3) of the Act, is given in the Corporate Governance Report forming part of the Annual Report.

24. Particulars of Loans, Guarantees or Investments The particulars of loans, guarantees and investments have been provided in the Notes to the Financial Statement.

25. Particulars of Contracts or Arrangements with Related Parties Particulars of contracts or arrangements with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is given in Annexure 'D forming part of this Report. Notes to Accounts cover more information on Related Party Transactions entered into by the Company.

In addition, the following contracts or arrangements with Related Parties were entered into by the Company during the Financial Year in terms of Section 188(2) of the Companies Act, 2013:

a. Transactions for sale and/or purchase with M/s Otsuka Chemicals (India) Private Limited for FY2014-15 approved in the Board Meeting held on 20th May, 2014 on recommendation of the Audit Committee. Transactions have been carried out at arm length basis in ordinary course of business.

b. Transactions for sale and/or purchase with M/s Dhanuka Laboratories Limited for FY 2014-15 approved in the Board Meeting held on 20th May, 2014 on recommendation of the Audit Committee. Transactions have been carried out at arm length basis in ordinary course of business.

c. Renewal of the Lease Agreement with Mrs.Megha Dhanuka, w/o Mr.Mridul Dhanuka, Whole-time Director of the Company for taking on lease Office Premises at Pune for operating Company's Branch Office for a period of three years starting from 1st August, 2014 to 31st July, 2017 approved in the Board Meeting held on 6th November, 2014 on recommendation of the Audit Committee. Transaction has been carried out at arm length basis in ordinary course of business.

The Policy on Related Party Transactions has been approved by the Board of Directors and is available on the Corporate website (web link: http://www.dhanuka.com/wp-content/uploads/ 2015/05/Policy-on- Related- Party-Transactions.pdf).

26. Risk Management Policy and Internal Adequacy

The Company considers on-going Risk Management to be a core function of the Company's Management and understands that the Company's ability to pro-actively identify, assess and minimise risk is critical in achieving its Corporate Objectives. The Company has implemented Risk Management Plan and drafted Risk Identification, Assessment & Mitigation Document to ensure appropriate and timely Risk Management, in compliance with the provisions of the Companies Act, 2013 and Listing Agreement entered into by the Company with the Stock Exchanges. The Company's Internal Control systems are commensurate with the nature of its business and the size and complexity of its operations.

27. Internal Financial Control

The Company has in place adequate Internal Financial controls with reference to Financial Statements. The same are periodically reviewed by the Internal, Statutory and Secretarial Auditors and by the Management, Board and Committees thereof.

28. Shares under Compulsory Dematerialization

Your Company falls in the category in which delivery of Shares in dematerialized form is compulsory, if the same are traded on a Stock Exchange. As on 31st March, 2015, 93.80% Equity Shares were held in dematerialized form (after cancelation of 3,64,92,240 Equity Shares in pursuant to Comprehensive Scheme of Amalgamation). Since the same number of Equity Shares have been issued and allotted, the above percentage of Equity Shares held in dematerialized form has become 98.32%.

29. Statutory Auditors

M/s Dinesh Mehta & Co., Chartered Accountants, having Registered Office at 21, Daya Nand Road, Darya Ganj, New Delhi-110002, were appointed as Statutory Auditors of the Company in the last AGM to hold office until the conclusion of 32nd AGM, subject to the ratification of their appointment at each subsequent AGM. The Board recommends the ratification of their appointment for Financial Year 2015-16. The Auditors Report does not contain any qualification, reservation or adverse remark.

30. Secretarial Auditors

The Board of Directors, in compliance with the provisions of Section 204 of the Companies Act, 2013 and Rules framed there under, has appointed M/s R&D, Company Secretaries, having their Registered Office at 785, Pocket E, Mayur Vihar II, New Delhi-110091, as Secretarial Auditors of the Company for the Financial Year 2014-15. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark and is given in Annexure 'E forming part of this Report.

31. Cost Auditors

The Board of Directors, in compliance with the provisions of the Companies Act, 2013, Rules and Notifications issued thereunder, has appointed M/s S. Chander & Associates, Cost Accountants, having their Registered Office at 212, 2nd Floor, Sarai Pipal Thala, G.T Karnal Road, Adarsh Nagar, Delhi - 110033, as Cost Auditors to conduct Audit of the Cost Accounts maintained by the Company for the Financial Year 2015-16.

32. Status of Listing Fees

Your Company has been regularly paying listing fees to the BSE & NSE, Mumbai where its Equity Shares are listed.

33. Particulars of Employees

Information in accordance with the provisions of Section 197 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company, the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary and comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company, for FY 2014-15 are as under: Ratio of % Increase in S. Name of Director/KMP Remuneration remune- Remuneration ration of In FY 2014-15 No. And Designation For FY each director 2014-15 to median remune- ration of employees 1. Mr.Raman Gopal Agarwal chairman 305.93 126.94 14.02

2. Mr. Mahendra Kurmar Dhanuka 296.49 123.02 13.34 managenent Director

3. Mr. Arun kumar Dhanuka Director 277.45 115.12 14.89

4. Mr. Rahul Dhanuka Director (Marketing) 267.93 111.17 13.04

5. Mr.Mridul Dhanuka 189.85 78.78 13.68 Director
7. Mr. Vinod Kumar jain Independent Director 1.20 0.50 200.00* 8. Mr. Indresh Narain Independent Director 1.60 0.66 100.00*

9. Mr. Subhash Chandra Lakhotia Independent 0.30 0.12 40.00* Director

10. Mr. Sachin Kumar Bhartiya Non- executive Director 1.20 0.50 33.33*

11. Mrs. Asha Mundra Independent Director (w.e.f. 06.02.2014) 1.10 0.46 *

12. Mr. Om Prakash Khetan Independent Director (w.e.f. 20.05.2014) 1.00 0.41 * 13. Mr. Vinod Kumar Bansal Chief financial officer 48.88 N.A. 41.64

14. Ms. Shubha Singh- company Secretory 16.29 N.A. 17.28

Name of the Director /KMP and Designition Comparition of KMP'S remuneration against the Company's Performance in FY 2014-15

Ratio to Gross Revanues Ratio to Net Profit lakhs>

Mr.Ram Gopal Agarwal chairman 0.00 0.03

Mr. Mahendra Kurmar Dhanuka 0.00 0.03 managenent Director

Mr. Arun kumar Dhanuka Director 0.00 0.03 Mr. Rahul Dhanuka Director (Marketing) 0.00 0.00

Mr.Mridul Dhanuka Director 0.00 0.02 Mr. Priya Brat Independent Director N.A. N.A.

Mr. Vinod Kumar jain Independent Director N.A. N.A. Mr. Indresh Narain Independent Director N.A. N.A.

Mr. Subhash Chandra Lakhotia Independent N.A. N.A. Director

Mr. Sachin Kumar Bhartiya Non-executive Director N.A. N.A.

Mrs. Asha Mundra Independent Director (w.e.f. 06.02.2014) N.A. N.A.

Mr. Om Prakash Khetan Independent Director (w.e.f. 20.05.2014) N.A. N.A. Mr. Vinod Kumar Bansal Chief financial officer 0.00 0.00

Ms. Shubha Singh- company Secretory 0.00 0.00 - Non-Executive Directors are paid remuneration through Sitting Fee only which varies as per the Meetings attended by the particular Director. Sitting Fee has been increased from Rs.10,000/ to Rs.20,000/ for FY2014-15, an increase of 100% over FY2013-14 for attending Board Meetings and retained Rs.10,000/ for attending Committee Meetings.

Mrs.Asha Mundra was Director for part of the FY2013-14 (w.e.f. 6th February 2014) and Mr.Om Prakash Khetan has been appointed as Director on 20th May 2014. Hence, the information is not comparable.

# Rounded off to two decimals. --Median salary of employees during FY 2013-14: Rs.2.22 lacs p.a. and FY 2014-15: Rs.2.41 lacs p.a. Refer para 13 of Director Report N.A.: Not applicable

ii) The percentage increase in the median remuneration of employees in the Financial Year: 8.07%

iii) The number of permanent employees on the rolls of Company as on 31.3.2015: 1,177

iv) The explanation on the relationship between average increase in remuneration and Company performance:

Company's Net Profit stood at Rs.10,608.27 lakhs for the year ended 31.3.2015, an increase of 13.90% over last fiscal. During FY2014-15, average increase in remuneration was Rs.48,969/- (from Rs.3,99,475/- in FY 2013-14 to Rs.4,48,444/- in FY 2014-15) i.e. an increase of 12.26%. The average increase in remuneration is in consonance with the

Company's performance.

v) Market Capitalization of the Company increased by 168.43% from Rs.1,267 crore as on 31st March, 2014 to Rs.3,401 crore as on 31st March, 2015. The Price Earnings Ratio was 32.04 as on 31.3.2015, an increase of 135.59% over last year's PE Ratio of 13.60.*

-(the above figures have been given after taking into effect the issue and allotment as well as cancellation of 3,64,92,240 Equity Shares pursuant to the Comprehensive scheme of Amalgamation).

The closing price of the Equity Shares of the Company as on 31st March, 2015 was Rs.674.50 and Rs.679.90 on the BSE and NSE respectively, representing 337.25 times and 339.95 times increase over the IPO price of Rs.10/ (the face value was split to Rs.2/ in the year 2010) on BSE and NSE respectively, adjusted for the Stock splits to date.

vi) Average percentile increase already made in the salaries of employees other than the Managerial Personnel in the last Financial Year i.e. FY2014-15 and its comparison with the percentile increase in the Managerial Remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the Managerial Remuneration:

Average percentile increase in salaries of employees other than Managerial Personnel in the last Financial Year i.e. FY2014-15 was 13.90%. Percentile increase in Managerial Remuneration was 13.80%. The two are in consonance.

vii) The key parameters for any variable component of remuneration availed by the Directors:

Commission as percentage of net profit, calculated in accordance with Section 198 of the Companies Act, 2013, is the only variable component of remuneration paid to the Directors, as per approval accorded by the Shareholders of the Company on recommendation of the Board and Nomination and Remuneration Committee.

viii) The Ratio of remuneration of the highest paid Director to that of the employees who are not Directors, but receive remuneration in excess of the highest paid Director during the year:

No employee received remuneration in excess of the highest paid Director during the year.

ix) The Company affirms that the remuneration is as per the Remuneration Policy of the Company.

x) Statement showing the details of employees drawing remuneration exceeding Rs.5 lakhs per month or Rs.60 lakhs per annum. All these employees are in whole time employment of the Company.

Name & Age Designation Remuneration Qualification Experiance

Mr. R.G. Agarwal Chairman 305.93 B.Com 45 <66years> Mr. M.K. Dhanuka Managing 296.49 B.Com 39 <61years> Director

Mr. A.K. Dhanuka Director 277.45 B.Com 36 (58 years) (Works) Gurgaon unit

Mr. Rahul Dhanuka Director 267.93 B.Sc & 17 (40 years) (Marketing) M.B.A.

Mr. Mridul Dhanuka Director 189.85 B.Tech. & 10 (34 years) (Operations) M.B.A.

%age Ratio to Previous any Director Name & Age Date of Employment Shareholding or in Dhanuka manager & Agritech ltd. Desigtnation as on 31st March, 2015

Mr. R.G. Agarwal Since Own 0.39% Brother of Mr. (66 years) incor- poration Business (1,94,000 Dhanuka, Father of Shares) Mr. Rahul Dhanuka

Mr. M.K. Dhanuka Since Own Nil Brother of Mr. R.G. (61 years) Incor- poration Business Agarwal, Father of Mr. Mridul Dhanuka

Mr. A.K. Dhanuka 23.05.2007 Own Nil No (58 years) Business

Mr. Rahul Dhanuka 01.02.2002 Own 0.70% Son of Mr. R.G. (40 years) Business (3,50,535 Agarwal Shares)

Mr. Mridul Dhanuka 01.04.2005 Own Nil Son of Mr. M.K. (34 years) Business Dhanuka

Acknowledgement:

Your Directors take this opportunity to record their deep sense of gratitude for the valuable support and co-operation extended to the Company by the Central Insecticides Board, Directorates of Agriculture, Haryana, Gujarat, J&K, Rajasthan, other Government Agencies, Bankers, Shareholders, Dealers, Distributors, Vendors, U.S. & Japanese MNCs and the farming community who have reposed their trust and confidence in the Company.

Your Directors wish to place on record their appreciation for cordial industrial relations maintained by workmen and dedicated efforts put in by staff, for Company's continuous growth and success.

Sd/-

R.G.Agarwal

Place: Gurgaon Chairman

Date: 2nd December, 2015 DIN: 00627386


Mar 31, 2014

Dear Members

The Directors are pleased to present the 29th Annual Report on the business and operations of the Company along with the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2014.

It''s a matter of pride that your Company''s market-capitalisation exceeded Rs. 1,400 crores in March, 2014.

We are happy to inform that Mr. Amitabh Bachchan, Super-Star of Indian Cinema, has been endorsing your Company as its Brand Ambassador and this has strengthened the Company''s Brand-image.

Financial Highlights

(Rs. in lakhs) Particulars For the FY ended For the FY ended 31.03.2014 31.03.2013

Gross Turnover 82,905.42 64,640.05

Profit before Depreciation & Taxation (PBDT) 12,117.48 8,531.84 Deductions:

Depreciation 483.86 454.17

Provision for Taxation 2,320.09 1,632.83

Profit after Tax (PAT) 9,313.53 6,444.84

Balance of Statement of Profit & Loss of Previous Year 19,083.02 14,910.93

Amount available for Appropriations 28,396.55 21,355.77 Appropriations:

*Transfer to General Reserve 932.00 645.00

* Final Dividend (Proposed) 1,000.39 650.25

* Interim Dividend (Paid) 1,000.39 750.24

* Dividend Tax (both Interim and Final) 340.04 227.26

Surplus carried to Balance Sheet 25,123.73 19,083.02

Business Operations

The Financial Year 2013-14 was exemplary for Indian agri- inputs industry because of abundant rainfall in the country. Both the Kharif and Rabi season were robust and there was good demand for your Company''s products.

Your Company achieved a Gross Turnover of Rs. 82,905.42 lakhs, an increase of 28.26% over last year''s Gross Turnover of Rs. 64,640.05 lakhs. The Net Sales of the Company grew by 26.81% from Rs. 58,230.56 lakhs in FY 2012-13 to Rs. 73,841.01 lakhs in FY 2013-14.

EBITDA grew by 41.08% from Rs. 8,884.56 lakhs in FY 2012-13 to Rs. 12,534.28 lakhs in FY 2013-14. Further, PAT grew by 44.51% from Rs. 6,444.84 lakhs in FY 2012-13 to Rs. 9,313.53 lakhs in FY 2013-14.

Your Company continues to remain debt-free, due to its strong performance in the recent years. Additionally, it has healthy Net Worth of Rs. 33,249.57 lakhs.

We are delighted that your Company has found a coveted place in internationally acclaimed ''Forbes Asia - 200 Best under a Billion'' list for the third time in last four years.

It is our privilege to inform that your Company has bagged a place in the prestigious ''Inc. India 500 - India''s Fastest Growing Mid-Sized Companies'' list for the third consecutive year.

Further, it is a matter of pride that your Company has been presented ''Inc. India Innovative 100 Award: 2013'' in recognition of smart innovation for its newly launched product

* Lustre.

In addition to this, your Company has been presented prestigious award for ''Branding Excellence in agro-chemicals by ABP News'' during 22nd World Brand Congress.

Your Company has been assigned (ICRA) A for fund based limits and (ICRA) A1 for non-fund based limits.

CRISIL has assigned Fundamental grade and Valuation grade of 4/5 to your Company.

Dividend

Your Company paid 100% Interim Dividend i.e. Rs. 2.00 per Equity Share having face value of Rs. 2/- each during the Financial Year 2013-14. The total outgo on this account amounted to Rs. 1,170.41 lakhs (including Rs. 170.02 Lakhs of Corporate Dividend Tax). The Interim Dividend was paid to the shareholders whose names appeared in the Register of Members on Record date, i.e. 18th February, 2014 and entire Dividend amount was paid within statutory time-lines as stipulated by the Companies Act, 1956.

Your Directors are pleased to recommend 100% Final Dividend

i.e. Rs. 2.00 per Equity Share of Rs. 2/- each for the Financial Year ended 31st March, 2014. Final Dividend, if approved by the Members at ensuing Annual General Meeting, will absorb Rs. 1,000.39 lakhs and tax on Dividend will absorb Rs. 170.02 lakhs.

This will result in total Dividend @200% i.e. Rs. 4 per equity share having face value of Rs. 2/- each for the Financial Year ended 31st March, 2014.

Subsidiary Company

At present your Company has one wholly owned subsidiary company namely M/s Dhanuka Agri-Solutions Pvt. Ltd. incorporated in Bangladesh and its operations have not yet started.

Transfer to General Reserve

Your Company proposes to transfer Rs. 932 lakhs to the General Reserve.

Issued and Paid-Up Share Capital

As on 31st March, 2014, the Issued and Paid-Up Share Capital of the Company was Rs. 1,000.39 lakhs comprising 5,00,19,500 Equity Shares of Rs. 2/- each fully paid-up.

Future Prospects

Your Company continues to introduce new products with international and domestic tie-ups, as our marketing philosophy is to launch technologically-advanced, innovative products. Six new, exclusive products are in process of getting registered with Central Insecticides Board u/s 9(3) of the Insecticides Act, 1968. Two products are expected to be launched in each of the next three financial years.

The Indian Meteorological Department has predicted that there is a probability that this year''s monsoon in India may be adversely affected by El-Nino weather phenomenon. However due to pan India presence, product portfolio for all kind of crops to control all types of weeds, pests & diseases, your Company expects to do well during this fiscal.

Measures for Energy Conservation, R&D and Technology Absorption and Details of Foreign Exchange Earnings and Outgo

Information as required u/s 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure ''A'' forming part of this Report.

Directors

In accordance with the provisions of the Companies Act, 2013, Mr. Ram Gopal Agarwal and Mr. Mahendra Kumar Dhanuka will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Further, the tenure of Mr. Mahendra Kumar Dhanuka as Managing Director of the Company gets over on 13th August, 2014 and being eligible, he has offered himself for re- appointment as Managing Director of the Company. Your Board has recommended his re-appointment for a further period of 5 years, based on the recommendation of the Nomination and Remuneration Committee.

Mrs. Asha Mundra has been appointed as Director, to fill casual vacancy caused due to resignation of Mr. Shri Krishna Khetan, at the Board Meeting held on 6th February, 2014. Mr. Om Prakash Khetan has been appointed as Director, to fill casual vacancy caused due to resignation of Mr. Subash Chander Gupta, at the Board Meeting held on 20th May, 2014.

Further, the Board of Directors recommend the appointment of Mr. Priya Brat, Mr. Subhash Chandra Lakhotia, Mr. Vinod Kumar Jain, Mr. Indresh Narain, Mrs. Asha Mundra and Mr. Om Prakash Khetan as Independent Directors on the Board of the Company, in accordance with the provisions of the Companies Act, 2013 and Rules framed there under, for a period of five consecutive years with effect from 20th May, 2014, based on the recommendation of the Nomination and Remuneration Committee.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1. That in preparation of the Standalone and Consolidated Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments 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 financial year 2013-14 and of Profit or Loss of the Company for that period.

3. That the Directors have taken proper and sufficient care in the maintenance of adequate accounting records in accordance with provisions of this Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; and

4. That the Directors have prepared the Standalone and Consolidated Annual Accounts on going - concern basis.

Corporate Governance

Your Company maintains highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities.

As required by clause 49 of the Listing Agreement, a separate Report on Corporate Governance forms part of the Annual Report. A Certificate by the Statutory Auditors of the Company confirming compliance with Corporate Governance forms a part of this Report.

Corporate Social Responsibility (CSR) Committee

Your Company has constituted CSR Committee, in accordance with the CSR provisions u/s 135 and Schedule VII of the Companies Act, 2013 and the Rules made thereunder. The CSR Committee comprises of Mr. Ram Gopal Agarwal (Chairman), Mr. Indresh Narain and Mr. Arun Kumar Dhanuka. The CSR Policy recommended by the CSR Committee has been approved by your Board of Directors and is available on the Corporate website.

The Company will lay special emphasis on promoting education, eradication of hunger, poverty and mal-nutrition; conservation of water, deployment of water for agriculture and human use.

The thrust will be on training and education of farmers and dealers and transfer of technology to improve food production. The Company''s CSR efforts have been to conserve "Gaon ka paani, gaon mein aur khet ka pani, khet mein" and will continue to work in this direction.

The Corporate Governance Report covers more information on the CSR Committee.

Internal Complaints Committee (ICC)

Your Company has constituted Internal Complaints Committee (ICC), in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder. The ICC comprises of Ms. Shubha Singh (Chairperson), Mr. Rajesh Sahni, Mr. Ankur Dhanuka, and Ms. Seema Salwan. The Company''s Policy under this Act is available on the Corporate website. ICC provides a mechanism for reporting and redressing complaints related to sexual harassment at workplace.

Whistle Blower Policy

Your Company has adopted a Whistle Blower Policy as a mechanism for employees to report concerns about unethical behaviour or actual or suspected fraud of all kinds, including alleged fraud by or against the Company, abuse of authority, whether made by a named complainant or anonymously. The Policy is available on the Company''s website.

Management''s Discussion & Analysis

The Management''s Discussion and Analysis is given separately and forms part of this Annual Report.

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the Code of Conduct for prevention of Insider Trading is in force.

Disclosures Under Section 217 of the Companies Act, 1956 Except as disclosed elsewhere in the Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of the financial year till the date of this Report.

Shares Under Compulsory Dematerialisation

The Equity Shares of your Company are included in the list of specified scrips where delivery of Shares in dematerialised (demat) form is compulsory if the same are traded on a Stock Exchange, which is linked to a Depository. As on 31st March, 2014, 98.07% Equity Shares were held in dematerialised form.

Statutory Auditors

M/s Dinesh Mehta & Co., Chartered Accountants, having Registered Office at 21, Daya Nand Road, Darya Ganj, New Delhi-110002, were appointed in the last AGM as Statutory Auditors of the Company to hold office until the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re- appointment for 3 years i.e. for Financial Year 2014-15, 2015- 16 and 2016-17.

Cost Auditors

The Board of Directors, in pursuance of the order issued by the Central Government under Section 233B of the Companies Act, 1956, has appointed M/s S. Chander & Associates, Cost Accountants, having their Registered Office at 212, 2nd Floor, Sarai Pipal Thala, G.T. Karnal Road, Adarsh Nagar, Delhi-110033, as Cost Auditors of the Company to conduct Audit of the Cost Accounts maintained by the Company for the Financial Year 2013-14. The Cost Audit Report for the Financial Year 2012-13, was filed on 27th September, 2013 with ROC, within the due date of filing.

Status of Listing Fees

Your Company has been regularly paying listing fees to the BSE & NSE, Mumbai where its Equity Shares are listed.

Acknowledgement

Your Directors take this opportunity to record their deep sense of gratitude for the valuable support and co-operation extended to the Company by the Central Insecticides Board, Directorates of Agriculture, Haryana, Gujarat, J&K, other Government Agencies, Bankers, Shareholders, Dealers, Distributors, Vendors, foreign collaborators and the farming community who have reposed their trust and confidence in the Company.

Your Directors wish to place on record their appreciation for cordial industrial relations maintained by workmen and dedicated efforts put in by staff, for Company''s continuous growth and success.

For and on behalf of the Board

Sd/-

R.G. Agarwal Place: Gurgaon Chairman Date: 20th May, 2014 DIN: 00627386


Mar 31, 2013

Dear Members,

The Directors are pleased to present before you the 28th Annual Report on the business and operations of the Company along with the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2013.

We are happy to inform that Shri Amitabh Bachchan, Super-Star of Indian Cinema, having pan India appeal will be endorsing your Company, as its Brand Ambassador. This will further boost the Company''s image and stimulate the marketing efforts.

FINANCIAL HIGHLIGHTS

(Rs. in lakhs)

For the FY ended For the FY ended Particulars 31.03.2013 31.03.2012

Gross Turnover 64,640.05 57,616.15

Profit Before Depreciation & Taxation (PBDT) 8,531.84 7,455.01

Deductions:

Depreciation 454.17 451.77

Provision for Taxation 1,632.83 1,290.21

Profit After Tax (PAT) 6,444.84 5,713.03

Additions:

Balance of Profit & Loss Account of Previous Year 14,910.93 11,051.85

Amount available for Appropriations 21,355.77 16,764.88

Appropriations:

- Transfer to General Reserve 645.00 575.00

- Final Dividend (Proposed) 650.25 1,100.43

- Interim Dividend (Paid) 750.24 -

- Dividend Tax 227.26 178.52

- Surplus carried to Balance Sheet 19,083.02 14,910.93

Total 21,355.77 16,764.88

BUSINESS OPERATIONS

The Financial Year 2012-13 was quite challenging for Agri- input Industry due to scanty monsoon. The Kharif season had a delayed monsoon that impacted sowings and Rabi season reported fewer incidences of pests that impacted the demand outlook.

Inspite of this, your Company achieved a Gross Turnover of Rs.64,640.05 lakhs, an increase of 12.19 % over last year''s Gross Turnover of Rs.57,616.15 lakhs. The Net Sales of the Company grew by 10.04% from Rs.52,918.71 lakhs in FY 2011-12 to Rs.58,230.56 lakhs in FY 2012-13. You will be happy to note the Company was able to fully pass on the impact of excise duty hike of 2% in the last year.

EBITDA grew by 11.01% from Rs.8,003.84 lakhs in FY 2011- 12 to Rs.8,884.56 lakhs in FY 2012-13. Further, PAT grew by 12.81% from Rs.5,713.03 lakhs in FY 2011-12 to Rs. 6,444.84 lakhs in FY 2012-13.

Despite a challenging FY 2012-13, your Company managed to overcome hurdles and delivered a moderate growth during the year. This was possible due to the Company''s continuous endeavour to assess the customers'' need to develop new and innovative products which delivered better value to its customers and better expense management.

Your Company has further strengthened its Balance Sheet and has become debt-free due to its strong performance in the recent years. Additionally, the Net Worth now stands at a healthy Rs.26,276.86 lakhs.

It is a matter of pride that your Company''s Udhampur unit has recently been awarded the prestigious OHSAS 18001:2007 certificate for Occupational Health and Safety Management by M/s Intertek Moody Co.

We are delighted that your Company has bagged a place in the prestigious ''Inc. India 500 - India''s Fastest Growing Mid- Sized Companies'' list for the second consecutive year. The Magazine is the Indian edition of Inc., the leading US magazine that focuses on entrepreneurship and growth.

DIVIDEND

Your Company paid 75% Interim Dividend i.e. Rs.1.50 per Equity Share having Face value of Rs.2/- each during the Financial Year 2012-13. The total outgo on this account amounted to Rs.872.01 lakhs (including Rs.121.77 Lakhs of Corporate Dividend Tax). The Interim Dividend was paid to the Shareholders whose names appeared in the Register of Members on Record date, i.e. 19th February, 2013 and entire amount of the said Dividend was paid within Statutory time lines stipulated by the Companies Act, 1956.

Your Directors are pleased to recommend 65% Final Dividend i.e. Rs.1.30 per Equity Share of Rs.2/- each for the Financial Year ended 31st March, 2013. Final Dividend, if approved by the Members at ensuing Annual General Meeting, will absorb Rs.650.25 lakhs and tax on Dividend will absorb Rs.105.49 lakhs.

The total amount of Dividend (including Interim Dividend paid) for the Financial Year ended 31st March, 2013 will be Rs.1,400.54 lakhs. Dividend distribution tax paid / payable by the Company for the year will amount to Rs. 227.26 lakhs.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs.645 lakhs to the General Reserve.

ISSUED AND PAID-UP SHARE CAPITAL

As on 31st March, 2013, the Issued and Paid-Up Share Capital of the Company was Rs.1,000.39 lakhs comprising 5,00,19,500 Equity Shares of Rs. 2/- each fully paid-up.

FUTURE PROSPECTS

We continue to introduce new products with International and Domestic tie-ups and in-house R&D. Our product development philosophy is to launch innovative products in a timely manner to upgrade them rapidly with technological advancements. We then use data and user feedback to decide if and how to invest further in those products.

Six such products are in pipeline, out of which two products are expected to be launched in each of the next three financial years.

The forecast by the Meteorological Departments of India, USA, Japan and Korea is that current year''s seasonal rainfall is most likely to be normal. Therefore, it is a positive sign for the Agro-chemical Industry with the expectation of more area under crops and with normal rainfall, the farmers are likely to ensure increased plant protection coverage. The Company is, therefore, expecting good prospects for the Agro-chemical Industry during FY 2013-14.

MEASURES FOR ENERGY CONSERVATION, R&D AND TECHNOLOGY ABSORPTION AND DETAILS OF FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required u/s 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure ''A'' forming part of this Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri Arun Kumar Dhanuka, Shri Mridul Dhanuka, Shri Subash Chander Gupta and Shri Sachin Kumar Bhartiya will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Further, the tenure of Shri Arun Kumar Dhanuka as Whole-time Director of the Company is getting over on 31st July, 2013 and being eligible, he has offered himself for re-appointment as the Whole-time Director of the Company. Your Board has recommended his re-appointment for a further period of 5 years.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1. That in preparation of the Standalone and Consolidated Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments 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 financial year and of Profit or Loss of the Company for that period.

3. That the Directors have taken proper and sufficient care in the maintenance of adequate accounting records in accordance with provisions of this Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; and

4. That the Directors have prepared the Standalone and Consolidated Annual Accounts on going - Concern basis.

CORPORATE GOVERNANCE

Your Company maintains highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities.

As required by clause 49 of the Listing Agreement, a separate Report on Corporate Governance forms part of the Annual Report. A Report from the Statutory Auditors of the Company regarding compliance with conditions of Corporate Governance forms a part of this Report.

MANAGEMENT''S DISCUSSION & ANALYSIS

The Management''s Discussion and Analysis is given separately and forms part of this Annual Report.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the Code of Conduct for prevention of Insider Trading and the Code for Corporate Disclosures are in force.

DISCLOSURES UNDER SECTION 217 OF THE COMPANIES ACT, 1956

Except as disclosed elsewhere in the Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of the financial year till the date of this Report.

SHARES UNDER COMPULSORY DEMATERIALIZATION

The Equity Shares of your Company are included in the list of specified scrips where delivery of Shares in dematerialized (demat) form is compulsory if the same are traded on a Stock Exchange, which is linked to a Depository. As on 31st March, 2013, 97.95% Equity Shares were held in demat form.

STATUTORY AUDITORS

M/s Dinesh Mehta & Co., Chartered Accountants, having Registered Office at 21, Daya Nand Road, Darya Ganj, New Delhi-110002, were appointed as Statutory Auditors of the Company to hold office until the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re- appointment.

COST AUDITORS

The Board of Directors, in pursuance of the order issued by the Central Government under Section 233B of the Companies Act, 1956, have appointed M/s S. Chander & Associates, Cost Accountants, having their Registered Office at 212, 2nd Floor, Sarai Pipal Thala, G.T. Karnal Road, Adarsh Nagar, Delhi- 110033, as Cost Auditors of the Company to conduct Audit of the Cost Accounts maintained by the Company in respect of its Agro-chemicals Business for the Financial Year 2013-14. The Cost Audit Report for the Financial Year 2012-13, was filed on 23rd January, 2013 with ROC, for which the due date of filing was 28th February, 2013.

STATUS OF LISTING FEES

Your Company has been regularly paying listing fees to the BSE & NSE, Mumbai where its Equity Shares are listed.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, amended vide MCA Notification dated 31st March, 2012, the following are the details of employees drawing remuneration exceeding Rs.5 lakhs per month or Rs.60 lakhs per annum.

ACKNOWLEDGEMENT

Your Directors take this opportunity to record their deep sense of gratitude for the valuable support and co-operation extended to the Company by the Central Insecticides Board, Directorates of Agriculture, Haryana, Gujarat and J&K other Government Agencies, its Bankers, Shareholders, Dealers, Distributors and the Farming Community who have reposed their trust and confidence in the Company.

Your Directors wish to place on record their appreciation for the continuing support by investors, for cordial industrial relations maintained by the workmen and also for devoted and dedicated efforts put in by the staff of the Company, for its continuous growth and success.

For and on behalf of the Board

Sd/-

R.G. Agarwal

Chairman

Place: Gurgaon

Date: 18th May, 2013


Mar 31, 2012

The Directors are pleased to present before you the 27th Annual Report on the business and operations of the Company along with the Audited Standalone and Consolidated Accounts of the Company for the Financial Year ended 31st March, 2012.

It is our privilege to inform you that for the second consecutive year, Dhanuka Agritech Limited has found a place in the prestigious 'Forbes Asia - 200 Best under a Billion' in Asia - Pacific region list.

In addition, your Company has also been awarded the 16th place in 'India's fastest growing Companies', under the Welterweights category (below Rs.50,000 lakhs), in a survey conducted by Business world.

Further, your Company has bagged a coveted place in the prestigious 'Inc. India 500 - India's Fastest Growing Mid-Sized Companies' list for 2011. The Magazine is the Indian edition of Inc., the leading US magazine that focuses on entrepreneurship and growth.

FINANCIAL HIGHLIGHTS (Rs. in lakhs)

Particulars For the FY ended For the FY ended 31.03.2012 31.03.2011

Gross Turnover 57,616.15 54,122.55

Profit before depreciation & Taxation (PBDT) 7,455.01 7,211.49 Deductions:

Depreciation 451.77 485.46

Provision for Taxation 1,290.21 1,614.82

Profit after Tax (PAT) 5,713.03 5,111.21

Additions:

Balance of Profit & Loss Account of previous year 11,051.85 7,657.18

Amount available for Appropriations 16,764.88 12,768.39 Appropriations:

- Transfer to General Reserve 575.00 550.00

- Proposed Dividend 1,100.43 1,000.39

- Dividend Tax 178.52 166.15

- Surplus carried to Balance Sheet 14,910.93 11,051.85

Total 16,764.88 12,768.39

DIVIDEND

Your Directors are pleased to recommend 110% Dividend i.e. Rs.2.20 per Equity Share of Rs.2 each for the Financial Year ended 31st March, 2012. Dividend, if approved by the Members at ensuing Annual General Meeting, will absorb Rs.1,100.43 lakhs and tax on Dividend will absorb Rs.178.52 lakhs.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs.575 lakhs to the General Reserve.

ISSUED AND PAID-UP SHARE CAPITAL

As on 31st March, 2012, the Issued and Paid-Up Share Capital of the Company was Rs.1,000.39 lakhs comprising 5,00,19,500 Equity Shares of Rs. 2/- each fully paid-up.

BUSINESS OPERATIONS

The south-west monsoon rainfall during 2011 was excess/normal in 92% of Total Geographical Area (TGA) and deficient in 8% TGA. The overall monsoon rainfall was 899.9 mm which is 101% of the long period average rainfall. However, there was shortfall of post- monsoon rains by about 48%. (Presentation on Rabi review and Kharif Prospects by Agriculture Commissioner, Govt. of India http://agricoop.nic.in). Due to the poor post monsoon rains, agrochemical industry faced a poor second half of the financial year resulting in a flat growth or moderate decline.

The Financial Year 2011-12 was quite challenging for all agri-inputs Companies due to insufficient and erratic rainfall. Further, there was no severe pest attack on the crops. Inspire of this, your Company achieved a Gross Turnover of Rs.57,616.15 lakhs, an increase of 6.45% over last year's Gross Turnover of Rs.54,122.55 lakhs.

The Total Revenue of the Company, net of excise duty, grew by 7.33% from Rs. 49,364.64 lakhs in FY2010-11 to Rs.52,980.71 lakhs in FY 2011-12.

EBITDA grew by 1.86% from Rs.7,857.82 lakhs in FY2010-11 to Rs.8,003.84 lakhs in FY 2011-12. Further, PAT grew by 11.77% from Rs.5,111.21 lakhs in FY2010-11 to Rs.5713.03 lakhs in FY 2011-12. Despite a challenging year in FY2011-12, your Company has managed to overcome hurdles and delivered a moderate growth during the year. This was possible due to the Company's continuous Endeavour to assess the customers' need to develop new and innovative products which deliver better value to its customers. Your Company has further strengthened its Balance Sheet and has become nearly debt-free due to its strong performance in the recent years.

We believe that building a trusted, highly-recognized Brand begins with providing high-quality products that make a notable difference in people's lives. Marketing is responsible for generating revenue through marketing campaigns, as well as providing thought leadership to marketing officers through industry insight, market research and analysis. Your Company's marketing, promotional campaigns and public relations activities are designed to promote the Company's Brand image.

Your Company has a strong pan-India distribution network in India and during the year, has made efforts to increase it further. Company is reaching more than 2,500 distributors and 4,500 dealers directly and ultimately reaches over 10 million farmers. Your Company's marketing network is one of the best in India and our ability to penetrate even the interiors of villages has given us a distinct edge over competition.

During the FY2011-12, your Company launched 4 new products in the market: "Brigade 8%SC" and "Bombard" are Insecticides, "Vitavax Ultra" is Fungicide and "Wetcit" is a Surfactant, in technical association with a Company from Africa.

Taking a step forward, your Company has also incorporated a Wholly-Owned Subsidiary on 17th July, 2011, in Bangladesh in the name of "Dhanuka Agri-Solutions Private Limited" in order to market its products in Bangladesh. The Subsidiary will soon start registering the products with the concerned Government departments.

Your Company currently has production facilities at Gurgaon, Sanand and Udhampur with cumulative capacity of over 28,670 tonnes of solids/granules and over 8,500 KL of liquids. Your Company is currently planning capacity expansion at Gurgaon and Udhampur units, involving capex outlay to the tune of Rs.700 lakhs. This would help your Company achieve its objective of reaching a target of Rs.1000 Crores of gross revenue in the next three years.

FUTURE PROSPECTS

We continue to introduce new products with international & domestic tie-ups and product development. Our product development philosophy is to launch innovative products in a timely manner and then develop them rapidly to make these products even better in accordance with technological changes. We then use data and user feedback to decide if and how to invest further in those products.

Your Company has a strong pipeline of six new molecules with two new molecules expected to be introduced every year during 2013, 2014 and 2015. Your Company introduced new Rice herbicide "Fuzi Super" of Japan. We also introduced new Insecticide "Fluid" in collaboration with Bayer Crop Science for control of caterpillars in pulses, vegetables and rice.

Based on a new climate model developed under the Government's Monsoon Mission project, the Indian Meteorological Department has predicted average rainfall for the South-West monsoon in 2012. The Company is, therefore, expecting good prospects for the agrochemical industry for FY 2012-13.

MEASURES FOR ENERGY CONSERVATION, R&D AND TECHNOLOGY ABSORPTION AND DETAILS OF FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required u/s 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure 'A' forming part of this Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri R. G. Agarwal, Shri Mahendra Kumar Dhanuka, Shri Subhash Lakhotia and Shri Priya Brat will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Further, the tenure of Shri Rahul Dhanuka was over on 30th April, 2012 and being eligible, he has offered himself for reappointment as the Whole-time Director of the Company. Also, the tenure of Shri R. G. Agarwal gets over on 31st October, 2012 and being eligible, he has also offered himself for reappointment. Your Board has recommended their re-appointments for a further period of 5 years.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

1. that in preparation of the Standalone and Consolidated Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

2. that the Directors have selected such accounting policies and applied them consistently and made judgments 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 financial year and of Profit or Loss of the Company for that period.

3. that the Directors have taken proper and sufficient care in the maintenance of adequate accounting records in accordance with provisions of this Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; and

4. that the Directors have prepared the Standalone and Consolidated Annual Accounts on Going - Concern basis.

CORPORATE GOVERNANCE

Your Company maintains highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities.

As required by clause 49 of the Listing Agreement, a separate Report on Corporate Governance forms part of the Annual Report. A Report from the Statutory Auditors of the Company regarding compliance with conditions of Corporate Governance forms a part of this Report.

MANAGEMENT'S DISCUSSION & ANALYSIS

The Management's Discussion and Analysis is given separately and forms part of this Annual Report.

insider trading regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the Code of Conduct for prevention of insider trading and the Code for corporate disclosures are in force.

DISCLOSURES UNDER SECTION 217 OF THE COMPANIES ACT, 1956

Except, as disclosed elsewhere in the Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of the financial year and the date of this Report.

shares under compulsory DEMATERIALIZATION

The Equity Shares of your Company are included in the list of specified scrips where delivery of Shares in dematerialized (demat) form is compulsory if the same are traded on a Stock Exchange, which is linked to a depository. As on 31st March, 2012, 97.77% Equity Shares were held in demat form.

STATUTORY AUDITORS

M/s Dinesh Mehta & Co., Chartered Accountants, having Registered Office at 21, Daya Nand Road, Darya Ganj, New Delhi-110002, were appointed as Statutory Auditors of the Company to hold office until the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

COST AUDITORS

The Board of Directors, in pursuance of the order issued by the Central Government under Section 233B of the Companies Act, 1956, have appointed M/s S. Chander & Associates, Cost Accountants, having their Registered Office at 212, 2nd Floor, Sarai Pipal Thala, G.T. Road, Adarsh Nagar, Delhi-110033, as Cost Auditors of the Company to conduct Audit of the Cost Accounts maintained by the Company in respect of its Pesticides Business for the year ending 31st March, 2013. The Cost Audit Report for the Financial Year 2010-11, was filed on 30th August, 2011 with ROC, for which the due date of filing was 30th September, 2011.

STATUS OF LISTING FEES

Your Company has been regularly paying listing fees to the BSE & NSE, Mumbai where its Equity Shares are listed.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, amended vide MCA Notification dated 31st March, 2012, the following are the details of employees drawing remuneration exceeding Rs.5 lakhs per month or Rs.60 lakhs p.a.

Name & Age Designation Remuneration Qualifi- cation Experience Date of /Nature of (Rs.in lakhs) (Years) Joining Duties company

Shri R.G. Agarwal B.Com Chairman 162.27 42 Since (63 years) (Hons) incorpo ration

Shri M.K. Dhanuka Managing 157.37 B.Com 36 Since (58 years) Director (Hons) Incorpo ration

Shri A. K. Dhanuka Director (55 years) (Works) 144.50 B.Com 33 23.05.2007 Gurgaon unit

Shri Rahul Director Dhanuka (37) 144.59 B.Sc.& 14 01.02.2002 years) (Marketing) M.B.A.

Shri Mridul Whole-time B.Tech & Dhanuka Director 100.89 M.B.A 7 01.04.2005 (31 years)



Name & Age Previous % Shareholding Relation to Employment in Dhanuka any Director & Designa Agritech Ltd. or Manager tion

Shri R.G. Own 2 83% Brother of Shri Agarwal (63 years) Business M.K. Dhanuka

Shri M.K Own 1.51% Brother of Shri Dhanuka Business R.G. Agarwal (58 years)

Shri A.K. Own 1.28% No Dhanuka Business (55 years)

Shri Mridul Own 3.48% Son of Shri R.G. Dhanuka Business Agarwal (37 years)

Son of Shri Shri Mridul Own M.K. Dhanuka, Dhanuka Business Nil Brother of Shri (31 Years) Harsh Dhanuka

ACKNOWLEDGEMENT

Your Directors take this opportunity to record their deep sense of gratitude for the valuable support and co-operation extended to the Company by the Central Insecticides Board, Director of Agriculture, Haryana, other Government Agencies, its Bankers, Shareholders, Dealers & Distributors and the Farming Community who have reposed their trust and confidence in the Company.

Your Directors wish to place on record their appreciation for the continuing support by investors, cordial industrial relations maintained by the workmen and also for devoted and dedicated efforts put in by the staff of the Company, for its continuous growth and success.

For and on behalf of the Board

Sd/-

R.G. Agarwal

Chairman

Place: Gurgaon

Date: 23rd May, 2012


Mar 31, 2011

The Directors have pleasure in presenting before you the 26th Annual Report on the business and operations of the Company along with the Audited Accounts of the Company for the Financial Year ended 31 st March, 2011.

We are pleased to inform you that, after evaluating the performance of close to 13,000 Public Listed Companies in Asia- Pacific, Internationally acclaimed Forbes Magazine listed your Company in the 200 Best Under a Billion Companies in Asia Pacific. Further, your Company has been awarded the 16th place in Indias fastest growing Companies, under the Welterweights category (below Rs.500 crore) in a survey conducted by Business world. The same has been published in the magazines May, 2011 issue.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs.2/- per Equity Share of Rs.2/- each for the year ended 31st March, 2011. Dividend, if approved by the members at ensuing Annual General Meeting, will absorb Rs. 10.00 crores and tax on dividend will absorb Rs. 1.66 crores.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs.5.50 crores to the General Reserve. An amount of Rs. 110.52 crores is proposed to be carried forward in the Profit &Loss Account.

ISSUED AND PAID-UP SHARE CAPITAL

As on 31st March, 2011, the issued and paid-up Share Capital of the Company was Rs. 10,00,39,000/- (previous year: Rs. 9,17,89,000/-) comprising of5,00,19,500 (previous year: 91,78,900) Equity Shares of Rs. 2/- (previous year Rs. 10/-) each fully paid-up.

PREFERENTIAL ALLOTMENT

As per the approval of the Shareholders accorded in the Extra-ordinary General Meeting of the Company held on 30th August, 2010, in accordance with Section 81(1A) of the Companies Act, 1956 read with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 ("the Regulations") your Company has during the year issued and allotted 41,25,000 Equity Shares of Rs. 2/- each on preferential basis, at a premium of Rs.80.20/- per Share, constituting post issue 8.25% of the total issued and paid-up Share Capital of the Company to M/s 2020 Equity Investors Limited, a sub account of Muse Capital Advisors Limited, in the Board meeting held on 13 th September, 2010.

SPLIT OF EQUITY SHARES

As per the approval of the members accorded by Postal Ballot, Equity Shares of Rs.10/- each of the Company have been split into (Five) Equity Shares of Rs.2/- each and the record date for the same was 4th day of September, 2010.

BUSINESS OPERATIONS

The Financial year 2010-11 experienced normal South West monsoon rainfall 0ime- September). Due to the wide spread and well distributed rain, there has been substantial expansion in cultivable area and the production of food grains is expected to touch an all time high of 235.8 million tonnes during 2010-11 as against 218.2 million tonnes during 2009-10 (over 8% increase).

Growth in the GDP of Agriculture sector in India was only 0.4% during FY 2009-10, but is expected to take a quantum jump and touch 5.4% in FY 2010-11.

The performance of Pesticide Industry is, to a large extent, dependent on the overall area under cultivation and the cropping pattern adopted by the farming community in India.

Also, sales of agrochemicals in the domestic retail market are highly seasonal due to monsoons, with a majority of sales materializing between June and October every year. Floods, droughts and other extreme seasonal factors create uncertainty of demand. Owing to the experience of Promoters and Directors and their strategic management interventions, your Company has been able to attain a growth of 21.47% in gross turnover and over 40.66% in PAT during the year as compared to last year. The gross turnover of the Company has increased to Rs.541 crores during the fiscal year 2010-11 from Rs. 445 crores of the previous year, while PAT has improved to Rs.51.11 crores from Rs. 36.34 crores of previous year. On the other hand, Agricultural sector as a whole is expected to record an average growth of 4 - 5%. Your Company has achieved an All-time high Topline and Bottomline.

Your Company celebrated two decades of partnership with DuPont on 6th April, 2011 wherein the Chairperson of the Board & Chief Executive Officer of DuPont - Ms Ellen Kullman was felicitated.

Your Company has closed its manufacturing unit at Sohna with effect from 30th April, 2011. The products that were formulated at this unit have been shifted to Gurgaon, Udhampur and Sanand units to increase Operational

efficiencies and thereby bring down fixed costs. There are logistical benefits for the product, Caldan 4G, which is now being made at Sanand.

Your Company has launched new products in Financial Year 2010-11 and the market response was good. Your Company has achieved all - time high sales of 10 lac litres of Targa Super.

FINANCIAL HIGHLIGHTS

Particulars For the FY ended For the FY ended

31.03.2011 31.03.2010

Gross Turnover 541.22 445.55

Profit before depreciation & taxation (PBDT) 72.17 52.13

Deductions:

- Depreciation 4.85 3.11

- Provision for Taxation 16.21 12.68

Profit after Tax (PAT) 51.11 36.34

Additions:

- Balance of Profit & Loss Account of previous year 76.57 51.36

Amount available for Appropriations 127.68 87.70

Appropriations:

- Transfer to General Reserve 5.50 3.63

- Proposed Dividend 10.00 6.43

- Dividend Tax 1.66 1.07

- Surplus carried to Balance Sheet 110.52 76.57

Total 127.68 87.70

FUTURE PROSPECTS

The domestic market size of Agro Chemical Industry in the country is around Rs.9,000 - 10,000 crores p.a. and this Industry is expected to double in the next five - six years.

Increasing awareness has been generated at the farmers level towards use of quality seeds, nutrients, plant protection chemicals and farm machinery to feed the burgeoning population. The low per hectare consumption of pesticides in India and increased levels of awareness among the farming community about the use of pesticides are expected to augur well for the domestic pesticide industry. On the whole, the pesticide industry appears set to grow both in value and volume terms.

Seed Policy Reforms - In response to the changes that have taken place in the seed sector, the existing Seeds Act, 1966 is proposed to be replaced by a suitable legislation to, inter alia, (i) create a facilitative climate for growth of the seed industry; (ii) enhance seed replacement rates for various crops; (iii) boost the export of seeds and encourage import of useful germplasm; and (iv) create a conducive atmosphere for application of frontier sciences in varietal development and for enhanced investment in research and development. This is expected to have a positive impact on our Seeds Business.

The Company has plans to incur capital expenditure for expansion of production capacity, R&lD, introduction of new products and brand building to ensure long term sustainability and growth. The Company continues its efforts in strengthening the marketing setup, both retail and wholesale.

Your Company is planning a Capital outlay of nearly Rs.40 crores for expanding Sanand factory by acquiring latest new Plant and Machinery of International Standards, which will be highly automated. It is expected to double our present capacity.

MEASURES FOR ENERGY CONSERVATION, R&D AND TECHNOLOGY ABSORPTION AND DETAILS OF FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required u/s 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure v A forming part of this Report.

DIRECTORS:-

Shri Sachin Bhartiya was appointed as an Additional Director on the Board of the Company with effect from 13th September, 2010, to hold office till the date of the Annual General Meeting of the Company. His name has been proposed for appointment as Director in the ensuing Annual General Meeting.

Shri Mridul Dhanuka was appointed as an Additional Director on the Board of the Company with effect from 23rd May, 2011, to hold office till the date of the Annual General Meeting of the Company. His name has been proposed for appointment as Director in the ensuing Annual General Meeting.

Shri K.B.Kejariwal ceased to be the Director of the Company with effect from 13th September, 2010. But he continues to be in service of the Company.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri Rahul Dhanuka, Shri Vinod Jain and Shri Indresh Narain will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

1. that in preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

2. that the Directors have selected such accounting policies and applied them consistently and made judgments 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 financial year and of Profit or Loss of the Company for that period.

3. that the Directors have taken proper and sufficient care in the maintenance of adequate accounting records in accordance with provisions of this Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; and

4. that the Directors have prepared the Annual Accounts on Going - Concern basis.

CORPORATE GOVERNANCE

The Company maintains highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities.

As required by clause 49 of the listing agreement, a separate Report on corporate governance forms part of the Annual Report. A Report from the statutory auditors of the Company regarding compliance with conditions of corporate governance forms a part of this Report.

MANAGEMENTS DISCUSSION & ANALYSIS

The Managements Discussion and Analysis is given separately and forms part of this Annual Report.

INSIDER TRADFNG REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the Code of Conduct for prevention of insider Trading and the Code for corporate disclosures are in force.

DISCLOSURES UNDER SECTION 217 OF THE COMPANIES ACT, 1956

Except, as disclosed elsewhere in the Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of the financial year and the date of this Report.

SHARES UNDER COMPULSORY DEMATERIALIZATION

The Equity Shares of your Company are included in the list of specified scrips where delivery of Shares in dematerialized (demat) form is compulsory if the same are traded on a Stock Exchange, which is linked to a depository. As on 31st March, 2011,95.27% Equity Shares were held in demat form.

STATUTORY AUDITORS

M/s Dinesh Mehta & Co., Chartered Accountants, New Delhi were appointed Auditors of the Company to hold office until the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re- appointment. The Board recommends their re- appointment.

COST AUDITORS

The Board of Directors, in pursuance of the order issued by the Central Government under section 233B of the Companies Act, 1956, have appointed M/s S. Chander & Associates, Cost Accountants, Delhi, as Cost Auditors of the Company to conduct audit of the Cost Accounts maintained by the Company in respect of its Pesticides Business for the year ended 31 st March, 2011.

STATUS OF LISTING FEES

The Company has been regularly paying listing fees to the Bombay Stock Exchange Limited, Mumbai where its Shares are listed.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of section 217 (2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, amended vide MCA Notification dated 31st March, 2011, the following are the details of employees drawing remuneration exceeding Rs.5 lacs per month or Rs.60 lacs p.a.

Name & Age Design ation/ Remuner- Qualifi -cation Experi -ence Date of Previous % Relation to any (Years) Nature ation (Years)Joining Employ of -ment Share- Director Duties (Rs.) & holding or In Manager Design -ation Dhanuka Agritech Ltd

Sh.R.G. Agarwal Chairman 1.35 cr B.Com 41 Since Own 2.83% Brother (62 years) (Hons) incorpo of -ration Busin -ess Sh.M.K. Dhanuka

Sh.M.K. Dhanuka Managing 1.33 cr B.Com 35 Since Own 1.51% Brother (57 years) Director (Hons) incorpo -ration Busin -ess Sh R G Aaarwal

Sh.A. K. Director (Works) 0.88 cr B.Com 32 23.05. 2007 Own 1.28% No Dhanuka Gurgaon unit Busin -ess 54 years)

Sh. Rahul Director 0.89cr M.B.A 13 01.02. 2002 Own 3.48% Son of Dhanuka (Marketing) Busin -ess Sh.R.G. Agarwal 36 years)

Sh. K.B. President 0.89cr B.Tech 38 31.08. 1992 Own 0.006% No Kejariwal* (Works) Busin -ess (60 years) Udhampur unit

* Ceased to be a Director w.e.f. 13.9.2010

ACKNOWLEDGMENT

Your Directors take this opportunity to record their deep sense of gratitude for the valuable support and co-operation extended to the Company by the Central Insecticides Board, Director of Agriculture, Haryana, other Government Agencies, its Bankers, Shareholders, Dealers & Distributors and the farming community who have reposed their trust and confidence in the Company.

Your Directors wish to place on record their appreciation for the continuing support by investors, cordial industrial relations maintained by the workmen and also for devoted and dedicated efforts put in by the staff of the Company, for its continuous growth and success.

For and on behalf of the Board

R.G. Agarwal

Chairman

Place: Gurgaon

Date: 23rd May, 2011



 
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