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Directors Report of Dhanuka Agritech Ltd.

Mar 31, 2022

Your Directors are pleased to submit the 37th Annual Report on the Business and Operations of the Company along with its Audited Standalone and Consolidated Financial Statements for the Financial Year (FY) ended 31st March, 2022.

Financial Highlights

(Rs. in Crores)

Particulars

Standalone

Standalone

Consolidated

Consolidated

FY 2021-22

FY 2020-21

FY 2021-22

FY 2020-21

Revenue From Operations

1477.77

1387.47

1477.77

1387.47

Other Income

33.59

33.70

33.59

33.70

Total Revenue

1511.36

1421.17

1511.36

1421.17

EBIDTA

296.97

302.81

297.06

302.81

Depreciation

16.28

15.18

16.28

15.18

Finance Cost

3.20

2.69

3.20

2.69

Profit before Tax

277.48

284.94

277.59

284.94

Provision for Taxation

68.70

74.38

68.70

74.38

Profit after Tax (PAT)

208.78

210.56

208.89

210.56

Other Comprehensive Income

1.91

1.30

1.91

1.30

Total Comprehensive Income for the Period

210.69

211.86

210.80

211.86

Balance of Profit brought forward from previous years

785.35

696.74

785.23

696.62

Total

996.04

908.60

996.03

908.48

Appropriations

Less: Amount utilized for Buyback of Equity Shares

Nil

(99.80)

Nil

(99.80)

Less: Amount Transferred to Capital Redemption Reserve on Buyback of Equity Shares

Nil

(0.20)

Nil

(0.20)

Less: Tax Paid on Buyback

Nil

(23.25)

Nil

(23.25)

Less:Dividend on Equity Shares

(46.58)

Nil

(46.58)

Nil

Leases (Ind AS 116) transition effect

Nil

Nil

Nil

Nil

Balance Profit carried forward to Balance Sheet

949.46

785.35

949.45

785.23

Note: The Wholly Owned Subsidiaries of the Company namely, M/s. Dhanuka Agri Solutions Private Limited and M/s Dhanuka Chemicals Private Limited have not yet started operations and therefore figures are same for Standalone and on Consolidated basis.

During the period under review, Revenue from Operations was Rs. 1477.77 Crores 6.51% up over last year . Operating Profit Before Tax decreased to Rs. 247.09 Crores from Rs. 253.92 Crores in FY2020-21, 2.69% down over last year. Profit after Tax was at Rs. 208.78 crores down by 0.85% over last year.

• Business Operations

There was adverse impact of weather conditions in the first half of the Financial Year 2021-22 which has impacted the Company''s Financials of First Half of Financial Year Ended 30th September 2021. However, the situation became favourable for consumption of agrochemicals which helped the Company recover its performance in the Second Half of the Financial Year ended March 31,2022.

As per IMD Report, the monsoon is expected to be normal during the year 2022 in the country and this has brought a smile on the faces of the farmers. Also, the high commodity prices will encourage farmers to spend more on their crop and we expect higher consumption of Agrochemicals during the Financial Year 2022-23.

Further, there was a fire incident in the manufacturing unit situated at Udhampur, J&K on 27th May, 2021. Due to fire, Loss of Inventory and other tangible assets worth Rs. 51.64 crores has been recognized in book of accounts and similar amount has been recorded under claim receivable head, as the management is fully confident of recovering the said amount from the Insurance Company.

Dhanuka continues to remain debt-free, due to robust Financial Management. Additionally, it has a healthy Net worth of Rs. 960.42 Crores as at 31st March, 2022. ICRA has upgraded its credit rating to [ICRA]AA (pronounced ICRA double A) from [ICRA]AA- rating for fund-based limits and accorded [ICRA]A1 (pronounced ICRA A one plus) rating for its non-fund based limits.

During the year, the Company has received a 9(3) registration certificate for import of Halosulfuron Methyl Tech. Min. 97%. The Company has launched a Comarketing product under brand name TORNADO containing Quizalofop Ethyl 7.5% Imazthpyre 15% to control broad leaf as well as narrow leaf weeds in Soybean and other crops. The Company has also launched a product ONEKILL a combination of Quizalofop Ethyl 4% Oxyflourfen 6% EC, which will be used for the control of weeds in Onion Crop. The Company has received the Registration Certificate for Export u/s 9(3) for Bifenthrin 20% EC and Lambda Cyhalothrin 25% CS and also for Formulation of Indigenous Manufacture u/s 9(4) for Pymetrozine 50% WG to be used for protecting Rice crop from Brown Plant Hopper (BPH).

Dhanuka has been granted Patent for the new herbicide combination of Halosulfuron Methyl and Metribuzin for control of various weeds in sugarcane. Product launch is expected in 2023.

The Company has executed Shareholders Subscription Agreement and Shareholders Agreement with M/s.

IotechWorld Avigation Private Limited in August 2021 with an investment of Rs. 20 crores. Iotech is a manufacturer of various types of Drones, especially Agricultural survey and spray drones.

The Company has conducted the auspicious ritual of "Bhoomi Poojan” for the new R&D facility site at Palwal in September 2021. Dr. Yogendra Sehrawat, Ex-Director - Horticulture, Government of Haryana graced the Bhoomi Pujan as Chief Guest, along with prominent dignitaries including Dr. Mahaveer Singh (DDA, Faridabad & Palwal).

The Company has entered/signed MoUs with various universities to jointly conduct research in crop protection chemicals with various universities including Govind Ballabh Pant University of Agriculture and Technology, Pantnagar (GBPUA&T), Chaudhary Charan Singh Haryana Agricultural University, Hisar, Sri Karan Narendra Agriculture University, Jobner, Jaipur, Lovely Professional University, Punjab, Maharana Pratap Horticultural University, Karnal.

In Financial Year 2021-22, the Company has taken a hit of Rs. 20 crore approx. on its revenue due to discontinuation of the sale of Red Triangle Products. Now, in the basket of the Company''s products, there is no Red Triangle Product.

• Impact of COVID 19

Due to Covid-19 Pandemic, the Company''s operations were temporarily disrupted at its manufacturing facilities and sales depots across the Country. However, as the Company''s products covered under Essential Commodities, there has been no major impact of Covid 19 on the business. During the second wave of Covid 19, Company''s Factories and Depot(s) were fully operational with adequate safety, security and other measures / precautions as required by Government and Health advisories, ensuring uninterrupted supply of essential commodities.

The Company was prompt to implement various measures to protect its employees, communities, and operations from ensuring that the supply chain was not disrupted. The Company also encouraged non-critical operations to work from home and carry out interactions electronically. The Company adheres to government advisories and prescribed guidelines in and around the sites and also closely engages with suppliers, vendors and distributors to ensure against any adverse impact on its business operations. Favorable, relations with the domestic manufacturers and distributors have helped the Company to sustain inventories in the pipeline during the lockdown period.

• Dividend

The Board of Directors of the Company in its Meeting held on 2nd February 2022 has declared and paid an Interim Dividend @ 400% i.e. Rs. 8/- per Equity Share having Face Value of Rs. 2/- per Equity Share amounting to Rs. 37.26 Crores to the Members of the Company who held shares of the Company as on 12th February 2022 (Record Date).

Further the Board in its Meeting held on 23rd May, 2022, has proposed a Final Dividend @ 300% i.e. Rs. 6/- per Equity Share having Face Value of Rs. 2/- for the FY 202122. The said Dividend is subject to Shareholders'' approval in the 37th Annual General Meeting scheduled on 02nd August 2022.

• Dividend Distribution Policy

Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') requires the top 500 listed entities, based on market capitalization calculated as on March 31 of every financial year, to formulate a Dividend Distribution Policy and disclose the same in the Annual Report and on the website of the Company.

The Board of Directors of the Company has adopted a Dividend Distribution Policy, which aims to ensure fairness, sustainability and consistency in distributing profits to the Shareholders. The Policy is attached as "Annexure A” and is also available on the website of the Company i.e., www.dhanuka.com under the "Investors- Corporate Governance” section.

• Transfer of Unpaid/ Unclaimed Dividend and Shares to IEPF

During the Financial Year 2021-22, Unclaimed Final Dividend for Financial Year 2013-14 amounting to Rs. 5,57,872/- (Rupees Five Lakh Fifty Seven Thousand and Eight Hundred Seventy Two Only) was transferred to the Investors Education and Protection Fund (IEPF), pursuant to the provisions of Section 124(5) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time).

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the rules mentioned therein, all Shares in respect of which Dividend has not been paid or claimed for 7 (Seven) consecutive years or more were transferred in the name of IEPF after requisite notice given to concerned Shareholders. During the FY 2021-22, No Equity Shares were transferred to IEPF. Details of transferred Shares in previous years are available at the Company''s website i.e., www.dhanuka.com under the "Investors - Corporate Governance” section and such shares can be claimed back from IEPF Authority after following the prescribed procedure.

• Subsidiary Company

At present, your Company has only two Wholly-owned Subsidiary Companies namely, M/s. Dhanuka Agri Solutions Private Limited, incorporated in Bangladesh and M/s Dhanuka Chemicals Private Limited, incorporated in India. Operations of both the Companies have not yet started. A Statement containing basic financial details of

this Company in Form AOC-1 is annexed as Annexure “B.”

M/s Dhanuka Agri Solutions Private Limited ("DASPL”), has not started operations since incorporation. Therefore, the Board of Directors, in its Meeting held on 2nd February 2021, has approved the disposal/liquidation of this Company. The Company is in process of fling documents for liquidation of DASPL with the appropriate authorities of Bangladesh.

M/s Dhanuka Chemicals Private Limited, was incorporated in India on 21st June 2021 and the Company along-with its nominee(s) has fully subscribed 10,000 Equity Shares of M/s Dhanuka Chemicals Private Limited.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Company''s Standalone and Consolidated Financial Statements, along with relevant documents and separate Accounts in respect of the Wholly-owned Subsidiary are available on the website of the Company i.e., www.dhanuka.com under "Investors - Corporate Governance” Section.

The Company does not have any Material Subsidiary in terms of the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, a 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.

• Share Capital

The paid-up Equity Share Capital as at 31st March, 2022 was Rs. 9.32 Crores. During the year under review, the Company has not issued any shares.

• Transfer to General Reserve

This year no amount has been transferred to General Reserve.

• Deposits from Public

During the year under Report, your Company has not accepted any Deposits from Public.

• Future Prospects

Dhanuka''s Corporate Vision “Transforming India through Agriculture” signifies a responsive, trustworthy and farmers'' friendly organization. ''Dhanuka Kheti Ki Nai Takneek (DKKNT)'', is being a holistic approach of Integrated Crop Management for higher yields and in turn higher farmers'' income. Company is remarkably contributing towards “Transforming India Through Agriculture” by educating Indian farmers with new and innovative techniques of farming.

The Company will endeavor towards engaging with all the participants across the value chain both upstream and downstream in order to deliver a strong kharif season and build a solid momentum for the remaining part of FY2022-

23. As per the IMD Report, the monsoon is expected to be normal during the Financial Year 2022-23. Also, the high commodity prices will encourage the farmers to protect their crops with higher investment and we expect higher consumption of Agrochemicals this year. The Company has a strong pipeline of section 9(3) and 9(4) products as the CIBRC has approved three 9(3) Registration for the Company''s products. This will drive revenue growth in the coming years.

The Company is working on its greenfield project at Dahej, Gujarat, as per the scheduled plan. Some new initiatives for business expansion that the Company has undertaken in the last financial year comprises an investment in a Drones Manufacturing Start-up, the establishment of a Biological Products Division, and a plan to set up a new Exports Division for creating new revenue streams for the Company for mid to long term growth.

Product(s) Launch

Following New Products have been launched in the Financial Year 2021-22.

0 Tornado (Quizalofop ethyl 7.5% Imazethapyr 15% EC),

a comprehensive solution for weeds in Oilseeds Crops. TORNADO took its first digital imprint in a pan-India launch on 10th July 2021. It is a broad-spectrum herbicide for post-emergence control of Broadleaf & Narrow-leaf weeds. It has a dual-mode of action and has excellent translocation activity.

0 ONEKIL (Quizalofop-ethyl 4% Oxyfluorfen 6% EC),

complete solution for weed-free Onion crop. ONEKIL took its first digital imprint in a pan-India launch on 28th July 2021. ONEKIL is a post emergence, systemic herbicide that controls Narrow Leaf Weeds as well as Broad Leaf Weeds. Once ONEKIL is absorbed by the Onion crop''s foliage and root system, it provides longer residual control to most of the weeds. Moreover, ONEKIL has effective rain fastness. ONEKIL has a dual mode of action and has excellent translocation activity. When it is absorbed through leaves, it moves downwards through the phloem, and when absorbed by roots, it moves upward through the xylem.

• Measures for Conservation of Energy, Technology Absorption and Details of Foreign Exchange Earnings and Outgo

Information as required u/s 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 pertaining to measures for Conservation of Energy, Technology Absorption and Details of Foreign Exchange Earning and Outgo forming part of this Report are given in Annexure “C”.

• Web address for Annual Return

The Annual Return of the Company pursuant to Section

92(3) of the Companies Act, 2013 is available on the website of the Company i.e., www.dhanuka.com under “Investors” Section.

• Business Responsibility Reporting

Business Responsibility Report as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015 is available at the website of the Company i.e. www.dhanuka.com under “Investors- Corporate Governance” Section. Any Member interested in obtaining a physical copy of the same may write to the Company Secretary at the Registered Office address of the Company.

• Meetings of the Board

Four Meetings of the Board of Directors were held during the Financial Year 2021-22. Detailed information about meetings of the Board of Directors and its Committees is given in the Corporate Governance Report annexed to this Report. The Company is in compliance with the Secretarial Standards prescribed by the Institute of Company Secretaries of India for the Board and Committee Meetings.

• Board of Directors and KMP

0 In accordance with the provisions of the Companies Act, 2013, Mr. Arun Kumar Dhanuka, and Mr Rahul Dhanuka, Whole-time Directors will be liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. Their reappointment are recommended for the Members'' approval at the ensuing 37th Annual General Meeting.

0 Based upon the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company in their respective Meetings held on 02nd February 2022, the Members have re-appointed Mr Rahul Dhanuka as Whole-time Director of the Company for further period of Five (5) Years w.e.f. 1st May 2022, through Postal Ballot dated 02nd February 2022. The process of the Postal Ballot was completed on 16th March 2022.

0 The Board of Directors after the consent and recommendation of the Nomination and Remuneration Committee at its Meeting held on 23rd May 2022 has reappointed Mr. Ram Gopal Agarwal as the Whole-time Director under the Designation of Chairman of the Company for a further period of Five Years from 1st November, 2022 to 31st October, 2027 (both days inclusive) even after his attaining the age of 70 years, which is subject to the approval of Members at the ensuing 37th Annual General Meeting of the Company.

0 The Board of Directors after the consent and recommendation of the Nomination and Remuneration Committee at its Meeting held on 23rd May 2022 has reappointed Mr. Sanjay Saxena as an Independent Director of the Company, not liable to retire by rotation for Second Term of 5 (Five) consecutive years on the Board of the Company effective from 22nd May 2023, which is subject

"Investors- Corporate Governance” Section.

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance along with the Statutory Auditors'' Certificate confirming compliance with Corporate Governance norms is annexed to this Report.

• Management Discussion & Analysis

The Management Discussion and Analysis is given separately and forms part of the 37th Annual Report.

• Corporate Social Responsibility (CSR)

Agriculture is the culture of our Country and we are nurturing the "Culture” by protecting the same. CSR is not just a particular program but is what your Company does every day, maximizing positive impact on society and thus helping people to be happier. Your Company undertakes several initiatives like implementation of various education and training programs, construction of school, creating awareness among the masses about Water Conservation and Rainwater Harvesting. These are steps aimed at nurturing Agriculture and rural prosperity.

The detailed Annual Report on the Company CSR activities pursuant to the Company''s (Corporate Social Responsibility Policy) Rules, 2021 is given in Annexure “D” forming part of this Report.

• Internal Complaints Committee (ICC)

Your Company has zero-tolerance for Sexual Harassment of Women at the workplace. In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder. Your Company has constituted an Internal Complaints Committee (ICC), to inquire into the complaints of Sexual Harassment and to recommend appropriate action.

The ICC comprises Ms. Abhilasha Singh (Presiding Officer), Mr. Sudhir Sharma (Member), Ms. Puja Gogia (Member) and Ms. Isha Thakur (Member). The Company has also formulated a Policy on Prevention, Prohibition & Redressal of Sexual Harassment of Women at the workplace. The Company''s Policy under this Act is available on the Corporate Website i.e., www.dhanuka.com under "Investors- Corporate Governance” Section. The ICC provides a mechanism for reporting and redressing complaints related to Sexual Harassment of Women at the workplace. The Committee has not received any complaint of Sexual Harassment during the Financial Year 2021-22, nor has any complaint been received in previous years.

• Committees of the Board

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

to the approval of Members at the ensuing 37th Annual General Meeting of the Company.

0 There is no change in the Chief Financial Officer and Company Secretary of the Company.

• Familiarization Program

Details of Familiarization Program for Independent Directors is available on the website of the Company i.e. www.dhanuka.com under the "Investors - about Board of Directors” Section.

• Directors'' Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

0 The applicable Accounting Standards have been followed along with proper explanations relating to material departures while preparing the Company''s Standalone and Consolidated Annual Accounts for the Financial Year ended March 31,2022.

0 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 the Financial Year and of the Profit of the Company for that period.

0 The Directors have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

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

0 The Directors have laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively.

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

• Corporate Governance

Your Company maintains the 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.

The Board has also evolved and adopted a Code of Conduct as per SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015 based on the principles of good Corporate Governance and Best Management Practices. The Code is available on the Company''s website i.e., www.dhanuka.com under

• Whistle Blower Policy

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 i.e., www.dhanuka.com under "Investors- Corporate Governance” Section. No complaint under this Policy has been received by the Company during the year.

• 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 in the Report, there have been no material changes and commitments, affecting the financial position of the Company between the end of the Financial Year till the date of this Report.

• Declaration by Independent Directors

The Non-Executive Independent Directors of the Company have given the declarations stating that they continue to confirm the criteria set out for Independent Directors under Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Performance Evaluation

In compliance with the requirement of Section 134(3)(p) and Schedule IV of the Companies Act, 2013 and Rules framed thereunder and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company evaluated and assessed the performance of the Company''s Chairman, Individual Directors, Board as a whole and its Committees on the basis of parameters set by the Nomination and Remuneration Committee in the form of 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 of the Board and its Committees etc. The Nomination and Remuneration Committee has also carried out evaluation of the performance of all the Directors. Independent Directors of your Company have also conducted in-depth evaluation of performance of Executive Directors, Chairman of the Board and Committee(s) of the Board.

• Policy on Appointment and Remuneration of the Directors, Key Managerial Personnel and Other Employees

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178(3) of the Companies Act, 2013, Company''s Policy relating to the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Management is given in the Corporate Governance Report forming part of this Report.

• Particulars of Inter Corporate Loans, Guarantees or Investments

The particulars of Inter Corporate Loans and investments of the Company have been provided in the Notes to the Financial Statements.

• Particulars of Contracts or Arrangements with Related Parties

Particulars of contracts or arrangements with Related Parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 are given in Annexure “E” forming part of this Report. Notes to Accounts cover information on Related Party Transactions entered into by the Company.

All contracts/ arrangements entered with Related Parties in terms of Section 188(2) of the Companies Act, 2013 were in the ordinary course of business and on arm''s length basis. During the year under review the Company has not entered into any transactions with Related Parties which could be considered material in terms of the Company''s policy on materiality of Related Party Transactions read with SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

However, for significant Related Party transactions, even though not material, Members'' approval has been obtained.

The Policy on Related Party Transactions is available on the website of the Company i.e., www.dhanuka.com under the "Investors - Corporate Governance” Section.

• Risk Management Policy and Internal Adequacy

For Dhanuka, on-going Risk Management is a core function of Company''s Management and it recognizes that the Company''s ability to pro-actively identify, assess and minimize risk is critical in achieving its corporate objectives. The Board of Directors of the Company has approved a Risk Identification, Assessment and Mitigation Report to ensure appropriate and timely Risk Management, in compliance with the provisions of the Companies Act, 2013 and Listing Regulations. The Company''s Internal Control systems are commensurate with the nature of its business and the size and complexity of its operations.

• Risk Management Committee

A Risk Management Committee of the Board of Directors has been constituted in the Board Meeting held on 10th

June, 2020. Mr. Rahul Dhanuka was appointed as a Chairman and Mr. Harsh Dhanuka and Mr. VK Bansal were appointed as members of the Committee.

The said Committee was reconstituted on 21st May 2021 by appointing Mr Sanjay Saxena, Independent Director as Additional Member of the Committee. The scope of the Committee is to identify the elements of risk in different areas of operations and to develop a policy for actions associated to mitigate the risks and to identify new and emergent risks. This Committee will inform the Board, on a timely basis, about risk assessment and minimization procedures, which in the opinion of the Committee may threaten the existence of the Company, if any.

A Risk Management Policy has also been adopted in the Board Meeting held on 10th June, 2020, which is also available on the website of the Company under the Investors section.

• Internal Control Systems and their adequacy

Mr. Gautam Mittal, Deputy General Manager was appointed as Chief Internal Auditor of the Company for the Financial Year 2021-22. Considering the contribution made by him and based on recommendation of the Audit Committee the Board has re-appointed him as the Chief Internal Auditor. He is a Chartered Accountant having 15 years of rich experience in developing and implementing risk based audit strategy and SOX implementation. He heads the Internal Team to handle the complete Internal Audit functions of the Company.

The Audit Committee defines the scope and area of Internal Audit and periodically reviews the Internal Audit Plans and Internal Audit Reports. Based on Internal Audit Reports and observations, appropriate corrective actions are suggested by the Audit Committee. During the year, Internal Audit was regularly carried out and no material weakness was observed. There are adequate Internal Financial controls with reference to the financial systems. The same are periodically reviewed by the Statutory Auditors and by the Management, Board and Committees thereof.

• Statutory Auditors

As per Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in the 33rd Annual General Meeting held on 12th August, 2018 have ratified the appointment of M/s. S.S. Kothari Mehta & Co., Chartered Accountants (FRN - 000756N), having their Registered Office at Plot No. 68, First Floor, Phase-3, Okhla Industrial Area, New Delhi-110 020, as the Statutory Auditors of the Company.

The Audit Report given by M/s. S.S. Kothari Mehta & Co., Chartered Accountants on the Financial Statements of the

Company (on Standalone and Consolidated basis) for the Financial Year 2021-22 forms part of the Annual Report. There have been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and hence no detail is required to be disclosed under Section 134(3) of the Act.

No frauds have been reported by Auditors under Subsection (12) of Section 143 of Companies Act, 2013.

• Secretarial Auditors

The Secretarial Audit of the Company was carried out by M/s. R&D, Company Secretaries, Practicing Company Secretaries (PCS) for the Financial Year 2021-22. The Report given by the Secretarial Auditors is annexed as Annexure “F” and forms an integral part of this Director''s Report. Further, in terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) (Amended) Regulations, 2015, Annual Report on Compliance from Secretarial Auditors also forms part of Secretarial Audit Report as Annexure “G”.

There have been no qualification, reservation or adverse remark or disclaimer in their Report, during the year under review. The Secretarial Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134(3) of the Act. In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and in terms of Regulation 24A of Listing Regulations, the Audit Committee has recommended and the Board of Directors has appointed M/s. R&D, Company Secretaries, (PCS), having their Registered Office at 785, Pocket E, Mayur Vihar, Phase-II, New Delhi-110 091, as the Secretarial Auditors of the Company for the Financial Year 2022-23. The Company has received their written consent stating that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder.

• Cost Records and Cost Auditors

In terms of provision of Section 148(1) of the Companies Act, 2013 maintenance of Cost Records is required by the Company and accordingly such accounts and records are made and maintained.

The Board of Directors, in compliance with the provisions of the Companies Act, 2013, Rules and Notifications issued thereunder, has appointed M/s. N. Khandelwal & Associates, Cost Accountants, having their Registered Office at A-71, Triveni Nagar, Gopalpura Bypass, Jaipur, Rajasthan-302018, as Cost Auditors to conduct Audit of the Cost Accounts maintained by the Company for the Financial Year 2022-23.

• Status of Listing Fees

Listing Fees for the Financial Year 2022-23 have been duly paid to BSE and NSE, where Company''s shares are Listed.

• Material Orders passed by Regulators, Courts or Tribunal

There were no significant or material orders passed by the Regulators, Courts or Tribunal which impact the going concern status of the Company and the Company''s operations in future.

• Particulars of Employees

The Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”), is appended as Annexure “H” to this Report. The information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. However, as per First proviso to Section 136(1) of the Companies Act, 2013 and Second proviso to Rule 5(2) of the Rules, the Report and Financial Statements are being sent to the Members of the Company excluding the Statement of Particulars of Employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the address of the Corporate Office of the Company.

• Acknowledgement:

Your Directors take this opportunity to record their deep sense of gratitude for the valuable support and cooperation extended to the Company by the Central Insecticides Board, Directorates of Agriculture, 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 the cordial industrial relations maintained by workmen and dedicated efforts put in by staff, towards Company''s continuous growth and success.

For and on behalf of the BoardSd/- Sd/-

Mahendra Kumar Dhanuka Ra h u l Dhanuka

Managing Director Chief Operatin g Officer

DIN:00628039 DIN :00150140

Place: Gurugram Date: 23rd May 2022


Mar 31, 2018

Directors'' Report

Dear Members,

The Directors are pleased to submit the 33rd Annual Report on the Business and Operations of the Company along with its Audited Standalone and Consolidated Financial Statements for the Financial Year (FY) ended 31st March, 2018.

1 Financial Highlights

(Rs. in Crores)

Particulars

FY 2017-18

FY 2016-17

Revenue From Operations

976.24

1000.77

Adjusted Revenue from Operations (Net of ED)

962.63

883.35

EBIDTA

182.09

187.38

Depreciation

14.22

14.86

Finance Cost

0.87

0.99

Provision for Taxation

40.83

49.67

Profit after Tax (PAT)

126.17

121.86

Appropriations:

- Transfer to General Reserve

17.18

11.94

2.94

- *Final Dividend

9.82

- Interim Dividend (Paid)

R AQ

5.49

- Dividend Tax (Interim & Final)

0.60

EPS (Basic & Diluted) (In Rs.)

25.71

24.37

Note: As Wholly Owned Subsidiary Dhanuka Agri Solutions Private Limited has not yet started its operations, figures are same on Standalone and Consolidated Basis *Final Dividend 2017-18 (Proposed)

During FY 2017-18, adjusted revenue from operations was Rs. 962.63 Crores as compared to Rs. 883.35 Crores in FY 2016-17, registering a growth of 8.97%. Earnings before Interest, Depreciation and Tax (EBIDTA) for FY 2017-18 was Rs. 182.09 Crores as compared to Rs. 187.38 Crores in FY 2016-17, reflecting a decline of 2.82%.

Profit after Tax (PAT) for the FY 2017-18 was Rs. 126.17 Crores as against Rs. 121.86 Crores in FY 2016-17, showing an increase of 3.54%. During FY 2017-18, Earning per Share (Basic and Diluted) has increased from Rs. 24.37 to Rs. 25.71.

Driven by the focus of winning customers through planned strategies, Company''s financial performance continued to gain momentum quarter after quarter this year resulting in nearly 9% growth in Adjusted Turnover over the previous year. With this year''s favourable monsoon forecast coupled with a slew of measures announced by the Government of India in Agriculture Sector, we are hopeful of achieving better performance in the Fiscal Year 2018-19 through improvement in our product mix, ongoing branding initiatives and new product offerings.

2 Financial Accounting and Adoption of Ind AS

The Ministry of Corporate Affairs (MCA) has notified phase- wise road map for the adoption of Indian Accounting Standard (“Ind AS"), converged with International Financial Reporting Standards (IFRS), vide its notification dated 16th February, 2015, announcing the Companies (Indian Accounting Standards) Rules, 2015 as amended by Indian Accounting Standards (“Ind AS") Rules 2016 and 2017 for application of the Ind AS.

Accordingly, your Company has adopted Ind AS with effect from the FY 2017-18 (along with comparative for the FY 2016-17), which is covered under Phase-II, based on net worth criteria. Your Company maintains highest Standards of Corporate Governance and recognizes that Financial Statements are important source of information for the Shareholders and other Stakeholders.

The Financial Statements for the FY 2017-18 are the First Financial Statements with comparatives prepared under Ind AS. Notes to Standalone Financial Statements provide further explanation on the transition to Ind AS.

3 Business Operations

Your Company continues to remain debt-free, due to robust Financial Management. Additionally, it has a healthy Net Worth of Rs. 633.36 Crores as on 31st March, 2018. ICRA has accorded (ICRA) AA-(Stable outlook) rating for fund based limits and (ICRA) A1 rating for non-fund based limits of the Company.

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

We are happy to report that your Company has been Awarded by FICCI for "Commendable Work for changing Public Perception", title of "70 most Trusted Power Brands 2017-18" and has also found a place in elite list of the "25 Greatest Value Creators" of Fortune India Next 500 Universe.

Mr. Rahul Dhanuka, Director (Marketing), was honoured by SPJIMR Alumni Awards, 2017 in the ''Best Company of the Year category.

Your Company has successfully completed the assessment conducted by the "Great Place to Work Institute", India and is certified as a Great Workplace. This Certificate is valid from May, 2018 to April,

2019.

Company has permanently closed its manufacturing activities at its plant situated at Daulatabad Road, Gurugram-122 001, Haryana, w.e.f. 9th January, 2018, and has completed all the necessary formalities in accordance with the provisions of Section 25FFA read with Section 25F of the Industrial Disputes Act, 1947. Consequently, the entire workforce affected by this closure has been paid appropriate compensation payable as per Industrial Disputes Act, 1947 along with all other statutory dues.

The entire manufacturing operations of Gurugram unit has been shifted to Keshwana (Rajasthan) unit with no adverse effect on the Company''s overall operations.

4 Dividend

Pursuant to Board resolution dated 14th February, 2018, your Directors have paid Interim Dividend @100% i.e. Rs. 2/- per Equity Share for each Equity Share having a Face Value of Rs. 2/each for the FY 2017-18. The total outgo on this account was Rs.

11.81 Crore (approx.) inclusive of Corporate Dividend Tax of Rs. 1.99 Crores.

Your Directors are pleased to recommend Final Dividend @ 175% i.e. Rs. 3.50/- per Equity Share for each Equity Share having a Face Value of Rs. 2/- each for the FY 2017-18. Final Dividend, if approved by the Members at ensuing AGM, will absorb Rs. 20.68 Crore (approx.) inclusive Corporate Dividend Tax Rs. 3.50 Crores. The Final Dividend shall be paid within 30 days of its declaration at 33rd AGM.

This will result in total Dividend (Interim and Final) of 275% i.e Rs. 5.50/- per Equity Share for each Equity Share having a face value of Rs. 2/- each for the FY 2017-18.

5 Dividend Distribution Policy

Securities and Exchange Board of India (''SEBI''), vide its notification dated 8th July, 2016, has amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), introducing new Regulation 43A mandating the top 500 listed entities, based on market Capitalization calculated as on 31st March of every Financial Year, to formulate a Dividend Distribution Policy and disclose the same in their Annual Reports and on their websites (www.dhanuka.com). Accordingly, the Board of the Company has adopted a Dividend Distribution Policy, which is available on the website of the Company i.e www.dhanuka.com under “Investors" Section.

6 Transfer of Unpaid Unclaimed Dividend and Shares to IEPF

During the FY 2017-18, unclaimed dividend for FY 2009-10 amounting to Rs. 4,39,859/- (Rupees Four Lacs Thirty Nine Thousand Eight Hundred and Fifty Nine only) was transferred to the Investor Education and Protection Fund (IEPF), pursuant to the provisions of Section 124(5) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time).

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the rules mentioned aforesaid, all shares in respect of which dividend has not been paid or claimed for 7 (Seven) consecutive years or more were also transferred in the name of IEPF after requisite notice to concerned Shareholders. Details of such transferred shares are available at the Company''s website i.e www.dhanuka.com under “Investors" section and such shares can be claimed back from IEPF authority after following the prescribed procedure.

7 Subsidiary Company

At present your Company has only one subsidiary namely, M/s. Dhanuka Agri-Solutions Private Limited, incorporated in Bangladesh which is Company''s Wholly Owned Subsidiary. Operations of this subsidiary have not yet started. A Statement containing basic financial detail of the Subsidiary in Form AOC-1 is attached with Directors'' Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Company''s Financial Statements, Consolidated Financial Statements, along with relevant documents and separate Audited Accounts in respect of the Subsidiary are available on the website of the Company i.e www.dhanuka.com under “Investors" Section.

The Company does not have any Material Subsidiary in terms of the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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.

8 Transfer to General Reserve

This year no amount has been transferred to General Reserve.

9 Deposits from Public

During the year under report, your Company has not accepted any Deposit from Public.

10 Future Prospects

Our Corporate Vision “Transforming India through Agriculture" leads us in the list of responsive, trustworthy and farmers'' friendly organization. We are advocating ''Dhanuka Kheti Ki Nai Takneek (DKKNT)'', a holistic approach of Integrated Crop Management for higher yields and in turn higher farmers'' income. DKKNT is focused on complete end to end farming solutions which include soil testing, rain water harvesting, use of hybrid seeds and seed treatment, judicious use of agrochemicals, environment safety, etc. which help in boosting the production and raising the farmers'' income.

Dhanuka keeps adding new products every year through its collaborations and has been continuously on the lookout to bring the latest technology to Indian Farmers. We are committed towards increasing farmers'' income and their empowerment by our specified and revolutionary product chain. By the judicious use of these products, farmer''s yield has improve from 15% to 45% in various crops depending upon suitable climate and other parameters.

The Company expects that our new technologically advanced, high-efficacy products will contribute to robust growth of Indian agriculture and farmer''s profitability. Dhanuka has always focused on providing value for money, high quality products to Indian farmers. For this, we work very closely with farmers, even in the most interior and remotest parts of India.

It is expected that Financial Year 2018-19 should remain a good year for farmers, Agri input Companies, Indian Agriculture and the Indian Economy with IMD and Skymet forecasting a normal monsoon for year 2018.

11 Measures for Conservation of Energy, Technology Absorption and Details of Foreign Exchange Earnings and Outgo

Information as required u/s 134(3)(m) of the Companies Act,

2013 read with Rule 8(3) of the Companies (Accounts) Rules,

2014 pertaining to measures for Conservation of Energy, Technology Absorption and Details of Foreign Exchange Earning and Outgo forming part of this Report are given in Annexure ''A''.

12 Web address for Annual Return

The Annual Return of the Company pursuant to Section 92(3) of the Companies Act, 2013 is available on the website of the Company i.e www.dhanuka.com under “Investors" Section.

13 Business Responsibility Reporting

Business Responsibility Report as stipulated under Regulation 34 of the Listing Regulations is available at the website of the Company i.e www.dhanuka.com under “Investors" Section. Any Member interested in obtaining a physical copy of the same may write to the Company Secretary at the Registered Office address of the Company.

14 Meetings of the Board

Four Meetings of the Board of Directors were held during the FY 2017-18. Detailed information about Meetings of the Board of Directors and its Committees is given in the Corporate Governance Report annexed to this Report. The Company is in compliance with the Secretarial Standards prescribed by Institute of Company Secretaries of India for Board and Committee Meetings.

15 Directors

- Based upon recommendation of the Nomination and Remuneration Committee, the Board of Directors has appointed Mr. Sanjay Saxena as an Additional Director (Non-Executive and Independent category), w.e.f. 22nd May, 2018, in accordance with provisions of the Companies Act, 2013 and Rules framed thereunder. He shall hold office up to the date of ensuing Annual General Meeting. His appointment as Independent Director for a term of 5 (Five) year is recommended for the Members'' approval at ensuing AGM.

- As the tenure of Mr. Arun Kumar Dhanuka as a Whole time Director of the Company will be over on 31st July, 2018 and being eligible, he has offered himself for re-appointment as a Whole time Director of the Company. Your Board has approved and recommended his re-appointment for a further period of 5 (Five) years w.e.f. 1st August, 2018, based on the recommendation of the Nomination and Remuneration Committee.

- Section 149(10) of the Companies Act, 2013 provides that an Independent Director shall hold office for a term of up to 5 (Five) consecutive years on the Board and shall be eligible for re-appointment for Second Term of 5 (Five) consecutive years on passing a Special Resolution by the Company and disclosure of such appointment in its Boards'' Report. Section 149(11) provides that an Independent

Director may hold office for up to 2 (Two) consecutive terms. As the tenure of Mr. Priya Brat, Mr. Vinod Kumar Jain, Mr. Indresh Narain, Mrs. Asha Mundra and Mr. Om Prakash Khetan, Independent Directors will be over on 19th May, 2019, the Board has recommended their re-appointment for Second Term of 5 (Five) years. All proposed Independent Directors are very well qualified and are possessing very rich Industry experience in different fields. Besides, they are having in-depth knowledge of working of the Company as they are associated since very long time as Independent Directors.

In terms of Regulation 17 (1A) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015, no listed entity shall appoint or continue a person as a NonExecutive Director with effect from 1st April, 2019, who has attained the age of 75 years unless a Special Resolution is passed in this regard. As term of Mr. Priya Brat, aged 82 years and Mr.

O.P Khetan aged 84 years is expiring on 19th May, 2019, their reappointment for Second Term of 5 (Five) years is recommended to Members. Both are very energetic, enthusiastic and actively engaged in providing their guidance from time to time, so as to run the operations of the Company in better and successful manner.

- In accordance with the provisions of the Companies Act, 2013, Mr. Mahendra Kumar Dhanuka, Managing Director and Mr. Ashish Saraf, Executive Director will be liable to retire by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment.

- The Shareholders of the Company approved the re-appointment of Mr. Ram Gopal Agarwal, Whole time Director under the designation of Chairman of the Company at the 32nd Annual General Meeting held on 10th August, 2017, for a period of 5 (Five) years from 1st November, 2017 to 31st October, 2022 (both days inclusive) and has also approved the appointment of Mr. Ashish Saraf as Whole time Director for a period of 5 (Five) years from 24th March, 2017 to 23rd March, 2022.

- Mr. Balvinder Singh Kalsi, Independent Director resigned from the Directorship of the Company w.e.f. 15th February, 2018. Consequently, he has ceased to be a Member of Stakeholders'' Relationship Committee of the Company from 15th February, 2018.

16 Key Managerial Personnel

Mr. Kapil Garg has resigned from the position of Company Secretary and Key Managerial Personnel of the Company w.e.f. 21st August, 2017. In his place, Ms. Jyoti Verma has been appointed as Company Secretary and Key Managerial Personnel of the Company w.e.f. 13th November, 2017 based upon the recommendation of the Nomination and Remuneration Committee of the Board. Ms. Jyoti Verma is Fellow Members of Institute of Company Secretaries of India (ICSI) and is possessing more than 13 years of experience of Secretarial matters. She is acting as Company Secretary cum Compliance officer of the Company.

17 Familiarisation Programme

Details of familiarisation programme 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).

18 Directors'' Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

- 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.

- 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 of the Company for that period.

- 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.

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

- The Directors have laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively.

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

19 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.

The Board has also evolved and adopted a Code of Conduct based on the principles of good Corporate Governance and best management practices. The Code is available on the Company''s website i.e. www.dhanuka.com under “Investors" Section.

As required by SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, a separate Report on Corporate Governance along with Statutory Auditors'' Certificate confirming compliance with Corporate Governance norms is annexed to this.

20 Management Discussion & Analysis

The Management Discussion and Analysis is given separately and forms part of the 33rd Annual Report.

21 Corporate Social Responsibility (CSR)

Your Company recognizes the importance of water for human life and also for plant''s life. We are continuously educating our farmers about ''Rain Water Harvesting'' and ''Save Water'' campaign. In this connection, your Company has constructed 4 Check - Dams in Rajasthan for the benefit of 20,000 rural population. The Annual Report on our CSR activities pursuant to Rule 8 of Companies the (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure ''B'' forming part of this Report.

22 Internal Complaints Committee (ICC)

Your Company has zero tolerance for sexual harassment of Women at workplace. In accordance with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, your Company has constituted an Internal Complaints Committee (ICC), to inquire into the complaints of sexual harassment and to recommend appropriate action. The ICC constitution has been revised w.ef 1st April, 2018. The ICC comprises Ms. Jyoti Verma (Presiding officer), Mr. A. K. Chaturvedi (Member), Ms. Puja Gogia (Member) and Ms. Ekta Rai (Member). Company has also formulated a policy on Prevention, Prohibition & Redressal of sexual harassment of Women at workplace. The Company''s Policy under this Act is available on the Corporate Website i.e. www.dhanuka.com under “Investors" Section. ICC provides a mechanism for reporting and redressing complaints related to sexual harassment of Women at workplace. The Committee has not received any complaint of sexual harassment during the FY 2017-18 nor has any complaint been received in previous years.

23 Committees of Board

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

24 Whistle Blower Policy

In compliance with the Listing Regulations, 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 i.e www.dhanuka.com under “Investors" Section. No complaint under this head has been received by the Company during the year.

25 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 in the Report, there have been no material changes and commitments, affecting the financial position of the Company between the end of the Financial Year till the date of this Report.

26 Declaration by Independent Directors

The Non-Executive Independent Directors of the Company, namely Mr. Priya Brat, Mr. Om Prakash Khetan, Mr. Indresh Narain, Ms. Asha Mundra, Mr. Sachin Kumar Bhartiya, Mr. Vinod Kumar Jain and Mr. Sanjay Saxena have given declaration stating that they continue to confirm the criteria set out for Independent Directors under Section 149(6) of the Companies Act, 2013 and Listing Regulations.

27 Performance Evaluation

In compliance with the requirement of Section 134(3)(p) and Schedule IV of the Companies Act, 2013 and Rules framed thereunder and Regulation 17(10) of Listing Regulations, the Board of Directors of the Company evaluated and assessed the performance of the Company''s Chairman, Individual Directors, Board as a whole and its Committees on the basis of parameters set by the Nomination and Remuneration Committee in the form of 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 of the Board and its Committees etc. The Nomination and Remuneration Committee has also carried out evaluation of the performance of all the Directors. Independent Directors of your Company has also conducted indepth evaluation of performance of Executive Directors, Chairman of the Board and Committee(s) of the Board.

28 Policy on Appointment and Remuneration of the Directors, Key Managerial Personnel and Other Employees

In accordance with Listing Regulations and Section 178(3) of the Companies Act, 2013, your Company''s Policy relating to the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Management is given in the Corporate Governance Report forming part of this Report.

29 Particulars of Loans, Guarantees or Investments

The particulars of loans, guarantees and investments of the Company have been provided in the Notes to the Financial Statements.

30 Particulars of Contracts or Arrangements with Related Parties

Particulars of contracts or arrangements with Related Parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 are given in Annexure ''C'' forming part of this Report. Notes to Accounts cover information on Related Party Transactions entered into by the Company.

All the contracts / arrangements entered with Related Parties in terms of Section 188(2) of the Companies Act, 2013 were in the ordinary course of business and on arm''s length basis. During the year under review the Company has not entered into any transactions with Related Parties which could be considered material in terms of the Company''s policy on materiality of Related Party Transactions read with SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

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 ).

31 Risk Management Policy and Internal Adequacy

Your Company considers on-going risk management is a core function of Company''s Management and recognizes the fact that the Company''s ability to pro-actively identify, assess and minimize risk is critical in achieving its corporate objectives. The Board of Directors of the Company has approved a Risk Identification, Assessment and Mitigation Report to ensure appropriate and timely Risk Management, in compliance with the provisions of the Companies Act, 2013 and Listing Regulations.

32 Internal Control Systems and their adequacy

The Company has Internal Control System commensurate with the size, scale and complexity of its operations. The Company has appointed M/s. Manoj Ritu & Associates, Chartered Accountants as Internal Auditors and along with that there is in house Internal Audit team as well. The Audit Committee defines the scope and area of Internal Audit and periodically reviews the Internal Audit Plans and Internal Audit Reports. Based upon Internal Audit Reports and observations, appropriate corrective actions are suggested by the Audit Committee. During the year, Internal Audit was regularly carried out and no material weakness was observed. There are adequate Internal Financial controls with reference to the Financial Systems. The same are periodically reviewed by the in-house Internal Auditor and Statutory Auditors and by the Management, Board and Committees thereof.

33 Statutory Auditors and Audit Report

The present Statutory Auditors of the Company, M/s. Ambani & Associates LLP Chartered Accountants, have resigned as Statutory Auditors of the Company w.e.f 23rd May, 2018.

The Board of Directors in their Meeting held on 22nd May, 2018 have appointed M/s. S.S. Kothari Mehta & Co., Chartered Accountants, having Registered Office at Plot No. 68, Okhla Industrial Area, Phase-

III, New Delhi-110 020, as Statutory Auditors to fill the casual vacancy, who shall hold office upto the conclusion of ensuing Annual General Meeting of the Company. M/s. S.S Kothari Mehta & Co., have submitted a Certificate of their eligibility under Section 139 of the Companies Act, 2013 and have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Chartered Accountants of India (ICAI).

In the same Meeting M/s. S.S. Kothari Mehta & Co., Chartered Accountants have been appointed as Statutory Auditors of the Company for a period of 5 (Five) years and they shall hold office from the conclusion of the 33rd Annual General Meeting till the conclusion of the 38th Annual General Meeting of the Company. Their appointment is recommended for approval of the Members at the ensuing AGM.

Audit Report:

M/s Ambani & Associates LLP, Chartered Accountants have conducted the Statutory Audit of the Company for the Financial Year 2017-18 and have submitted their Report to the Board of Directors in its Meeting held on 22nd May, 2018. The Report is self-explanatory and does not contain any adverse remark or comment. Hence, no comment or explanation is needed from the Board of Directors.

34 Secretarial Auditors

The Board of Directors, in compliance with the provisions of Section 204 of the Companies Act, 2013 and Rules framed thereunder, have appointed M/s. R & D, Company Secretaries, having their Registered Office at 785, Pocket E, Mayur Vihar Phase-II, New Delhi-110 091, as Secretarial Auditors of the Company for the Financial Year 201819. The Secretarial Audit Report for the Financial Year 2017-18 does not contain any qualification, reservation or adverse remark and is attached as Annexure ''D'' to this Report.

35 Cost Auditors

The Board of Directors, in compliance with the provisions of the Companies Act, 2013, Rules and Notifications issued thereunder, 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 - 110 033, as Cost Auditors to conduct Audit of the Cost Accounts maintained by the Company for the Financial Year 2018-19.

36 Status of Listing Fees

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

37 Material Orders passed by Regulators, Courts or Tribunal

There were no significant or material orders passed by the Regulators, Courts or Tribunal which impact the going concern status of the Company and the Company''s operations in future.

38 Particulars of Employees

The statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules"), is appended as Annexure ''E'' to this Report. The information as per Rule 5(2) of the Rules, forms part of this Report. However, as per first proviso to Section 136(1) of the Companies Act, 2013 and second proviso of Rule 5(2) of the Rules, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

39 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 the cordial industrial relations maintained by workmen and dedicated efforts put in by staff, towards Company''s continuous growth and success.

For and on behalf of the Board of Directors

Sd/- Sd/-

M.K. DHANUKA RAHUL DHANUKA

(Managing Director) (Executive Director)

DIN :00628039 DIN :00150140

Place : Gurugram

Date : 22nd May, 2018


Mar 31, 2017

Dear Members,

The Directors are pleased to present the 32 nd 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, 2017.

1. Financial Highlights

(Rs. in Lacs)

Particulars

For the FY ended 31.03.2017

For the FY ended 31.03.2016

Gross Turnover

96,270.79

90,803.64

Profit before Depreciation & Taxation (PBDT)

18,306.81

15,124.26

Deductions:

Depreciation Provision for Taxation

1.484.80

4.880.81

590.53

3,802.67

Profit after Tax (PAT)

11,941.20

10,731.06

Balance of Statement of Profit & Loss of Previous Year

37,687.13

31,944.76

Amount available for Appropriations

49,628.33

42,675.82

Appropriations:

- Transfer to General Reserve

- Final Dividend (Proposed)

- Interim Dividend (Paid)

- Dividend Tax (Final 2016-17 & Interim 2015-16)

- Surplus carried to Balance Sheet

1,194.00

294.47*

Nil

59.95*

48,434.33

1,073.00

NIL

3,251.27

664.42

37,687.13

*These figures were not considered while calculating Surplus Carried to Balance Sheet for the F. Y. 16-17, please refer 13 No. of notes to accounts at page no 106.

2. Business Operations

Dhanuka Agritech recorded a growth of 5.36% increase in its Net Turnover of Rs. 87,318.89 Lacs against Rs. 82,878.73 Lacs in the corresponding period last year. Company reported EBIDTA of Rs. 18,416.31 Lacs and Net Profit of Rs. 11,941.20 Lacs for the financial year ended 31.03.2017 as compared to EBIDTA of Rs. 15,234.64 Lacs and Net Profit of Rs. 10,731.06 Lacs in previous financial year.

Despite 10-15% negative impact on the agriculture sector due to demonetization and erratic distribution of monsoon across India in second half of FY17, Dhanuka has been able to maintain growth in top line by 5.36%.

Our new products have been enthusiastically received by farmers and continue to gain market share. We are well positioned to pursue our strong growth potential and are moving forward with our strong new product pipeline.

Your Company continues to remain debt-free, due robust performance and has a healthy Net Worth of Rs. 51,985.22 Lacs as on 31st March, 2017.

Your Company has been affirmed (ICRA) AA- (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 3/5 (Align from Current Market Price) to your Company.

3. Dividend and Buyback

Dividend

Your Directors are pleased to recommend Dividend @ 30% i.e. Rs. 0.60 per Equity Share of Rs. 2/- each for the Financial Year ended 31st March, 2017. Dividend, if approved by the Members at the ensuing Annual General Meeting, will absorb Rs. 294.47 Lacs and tax on Dividend will absorb Rs. 59.95 Lacs.

Buyback

Your Company has rewarded its Shareholders by doing Buyback @ Rs. 850 per equity share (the Buyback Price) amounting to be Rs. 80,00,00,000 (Rupees Eighty Crores Only) (the Buyback Size) excluding the transaction costs viz. brokerage, applicable taxes such as securities transaction tax, service tax, stamp duty etc. With the Buyback price of Rs. 850/- (Rupees Eight Hundred Fifty Only) and Buyback Size of Rs. 80,00,00,000 (Rupees Eighty Crores Only), the total number of shares bought back in the Buyback was 9,41,176 Equity Shares, representing about 1.88% of the total issued and paid-up equity capital of the Company as on March 31st, 2016.

4. Dividend Distribution Policy

Securities and Exchange Board of India (‘SEBI''), by its notification dated 8th July, 2016, has amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations''), introducing new Regulation 43A mandating the top 500 listed entities, based on market capitalization calculated as on 31st March of every financial year, to formulate a Dividend Distribution Policy and disclose the same in their Annual Reports and on their websites. Accordingly, the Board of the Company has adopted a Dividend Distribution Policy, which is attached as Annexure-G. The Policy is also available on the website of the Company under the “Investor Relations" section.

5. Subsidiary Company

At present your Company has one Wholly-owned Subsidiary Company, namely Dhanuka Agri-Solutions Pvt. Ltd. incorporated in Bangladesh and its operations have not yet commenced. A Statement containing salient features of the Financial Statements of the Subsidiary in Form AOC-1 is attached with Financial Statement of the Company as Annexure ‘D''.

Pursuant to the provisions of Section 136 of the Companies Act, 2013 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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").

6. Transfer to General Reserve

Your Company proposes to transfer Rs. 1,194.00 Lacs to the General Reserve.

7. 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.

8. Future Prospects

Dhanuka will continue to introduce new products with international and domestic tie-ups as per it marketing philosophy. Dhanuka has always focused on providing value for money, high quality products to Indian farmer. For this, we work very closely with the farmers, even in the most interior and remotest parts of India. The Company expects that our new technologically advanced, high-efficacy products will contribute in robust growth of Indian agriculture and farmer''s profitability as one third of total crops production in India are destroyed due to non-use of pesticides.

India looks likely to receive good monsoon rainfall than previously forecast as concern over the El Nino weather condition has eased as per statement given by IMD, raising prospects of higher farm and economic growth. The monsoon delivers about 70 percent of India''s annual rainfall, critical for crops such as rice, cane, corn, cotton and soybeans because nearly half of the country''s farmland lacks irrigation.

It is expected that Financial Year 2017-18 should remain a good year for the farmers, agri input Companies, Indian Agriculture and the Indian Economy.

9. 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.

10. Extract of Annual Return

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

11. Business Responsibility Reporting

Business Responsibility Report as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 has been hosted on the website of the Company www.dhanuka.com. Any member interested in obtaining a physical copy of the same may write to the Company Secretary at the Corporate Office of the Company.

12. Meetings of the Board

Five Meetings of the Board of Directors were held during the Financial Year 2016-17. The Corporate Governance Report covers detailed information on Meetings of the Board and its Committees.

13. Directors & Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013, Mr. Ram Gopal Agarwal, 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 tenure of Mr. Ram Gopal Agarwal as a Whole time Director under the Designation as Chairman of the Company will be over on 31st October, 2017 and being eligible, he has offered himself for reappointment as a Whole time Director under the designation of Chairman of the Company. Your Board has recommended his reappointment for a further period of 5 years w.e.f. 1st November, 2017, based on the recommendation of the Nomination and Remuneration Committee.

The Board of Directors has recommended the appointment of Mr. Balvinder Singh Kalsi as Independent Director 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 10* November, 2016, based on the recommendation of the Nomination and Remuneration Committee.

The Board of Directors has recommended the appointment of Mr. Ashish Saraf as an Additional Director under the category of Whole time Director 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 24th March, 2017, based on the recommendation of the Nomination and Remuneration Committee.

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 Mr. Kapil Garg, Company Secretary have been designated as Key Managerial Personnel of the Company.

14. Directors'' Responsibility Statement

Pursuant to the provisions of Section 134(3) (c) of the Companies Act, 2013, 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 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 SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, 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 Mrs. Shubha Minz (Chairperson), Mr. Rajesh Sahni, Mr. Ankur Dhanuka and Mrs. 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. No complaint under this head has been received by the ICC during the year under report.

18. Committees of Board

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

19. Whistle Blower Policy

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Whistle Blower Policy has been implemented 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 a step towards better Corporate Governance and is available on the Company’s website. No complaint under this head has been received by the Company during the year.

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, 2015, as amended from time to time, the Code of Conduct for prevention of Insider Trading was in force during last the year under report.

22. 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

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.

23. 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 Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company evaluated and assessed the performance of the Company’s Chairman, Individual Directors, Board as a whole and its Committees through a questionnaire framed by the Nomination and Remuneration Committee, 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. The Nomination and Remuneration Committee also evaluate the performance of all its Directors.

24. Policy on Appointment and Remuneration of the Directors, Key Managerial Personnel and Other Employees

The Policy of the Company relating to appointment and remuneration of the Directors, Key Managerial Personnel and other employees in accordance with SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and Section 178(3) of the Companies Act, 2013, is given in the Corporate Governance Report forming part of the Annual Report.

25. Particulars of Loans, Guarantees or Investments

The particulars of loans, guarantees and investments have been provided in the Notes to the Financial Statement.

26. 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 are given in Annexure ‘D'' forming part of this Report. Notes to Accounts cover 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 aggregating Rs. One crore with M/s. Otsuka Chemicals (India) Private Limited during FY 2016-17 approved in the Board Meeting held on 24th May, 2016 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 aggregating Rs. Five crores with M/s. Dhanuka Laboratories Limited during FY 2016-17 approved in the Board Meeting held on 24th May, 2016 on recommendation of the Audit Committee. Transactions have been carried out at arm length basis in ordinary course of business.

c. Transactions for lease with related parties aggregating Rs. Two crores during FY 2016-17 approved in the Board Meeting held on 24th May, 2016 on recommendation of the Audit Committee. Transactions have 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).

27. 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 minimize risk is critical in achieving its corporate objectives. The Company has drafted Risk Identification, Assessment and Mitigation Document to ensure appropriate and timely Risk Management, in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The Company''s Internal Control systems are commensurate with the nature of its business and the size and complexity of its operations.

28. 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.

29. 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, 2017, 98.55% Equity Shares were held in dematerialized form.

30. Statutory Auditors

The tenure of present Statutory Auditors of the Company, M/s. Dinesh Mehta & Company, Chartered Accountants, will expire at the conclusion of forthcoming Annual General Meeting and they are not eligible for re-appointment as Statutory Auditors of the Company as per the Companies Act, 2013.

It is recommended by the Board to appoint M/s. Ambani & Associates LLP Chartered Accountants as Statutory Auditors of the Company for a period of five years from the conclusion of 32nd Annual General Meeting till the conclusion of 37th Annual General Meeting of the Company. They are eligible to be appointed as Statutory Auditors of the Company and have furnished their consent in this regard.

31. 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 Phase-II, New Delhi-110 091, as Secretarial Auditors of the Company for the Financial Year 201617. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark and is given in Annexure ‘E'' forming part of this Report.

32. Cost Auditors

The Board of Directors, in compliance with the provisions of the Companies Act, 2013, Rules and Notifications issued there under, 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 - 110 033, as Cost Auditors to conduct Audit of the Cost Accounts maintained by the Company for the Financial Year 2017-18.

33. Status of Listing Fees

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

34. 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 2016-17are as under:

S.L.

Name of Director/ KMP and Designation

Remuneration for FY2016-17 (Rs. in Lacs)

Ratio of remuneration of each Director to median remuneration of employees**

% increase in Remuneration in FY2016-17

Comparison of KMP''s remuneration against the Company''s performance in FY2016-17

Ratio to Gross Revenues# (Rs. 96270.79 lacs)

Ratio to Net profit# (Rs. 11941.20 lacs)

1.

Mr. Ram Gopal Agarwal, Chairman

396.69

134.02

16.61

0.00

0.03

2.

Mr. Mahendra Kumar Dhanuka, Managing Director

421.47

142.39

26.39

0.00

0.04

3.

Mr. Arun Kumar Dhanuka, Director (Works)

360.29

121.72

17.26

0.00

0.03

4.

Mr. Rahul Dhanuka, Director (Marketing)

345.25

116.64

16.85

0.00

0.03

5.

Mr. Mridul Dhanuka, Director (Operations)

245.92

83.08

16.85

0.00

0.02

6.

Mr. Priya Brat, Independent Director

2.70

N.A.

N.A.

N.A.

N.A.

7.

Mr. Vinod Kumar Jain, Independent Director

1.80

N.A.

N.A.

N.A.

N.A.

8.

Mr. Indresh Narain, Independent Director

3.10

N.A.

N.A.

N.A.

N.A.

9.

Mr. Sachin Kumar Bhartiya, Independent Director

2.70

N.A.

N.A.

N.A.

N.A.

10.

Mrs. Asha Mundra, Independent Director

1.00

N.A.

N.A.

N.A.

N.A.

11.

Mr. Om Prakash Khetan, Independent Director

1.50

N.A.

N.A.

N.A.

N.A.

12.

Mr. Balvinder Singh Kalsi Independent Director (w.e.f. 10.11.2016)

1.10

N.A.

N.A.

N.A.

N.A.

13.

Mr. Ashish Saraf Executive Director (w.e.f. 24.03.2017)

0.26

N.A.

0.00

0.00

0.00

14.

Mr. Vinod Kumar Bansal, CFO

74.53

25.18

30.18

0.00

0.01

15.

*Mr. Kapil Garg, Company Secretary

12.37

4.18

636.311

0.00

0.00

ii) The percentage increase in the median remuneration of employees in the Financial Year: 6.47%

iii) The number of permanent employees on the rolls of Company as on 31.3.2017: 1313

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

The increase in remuneration is based on Company''s performance amidst demonetization, erratic distribution across India in second half of FY 17 and other attributes like employee''s performance, professional and technical qualifications, experience, skill sets, growth of industry and economy with future growth prospects etc.

v) Market Capitalization as on 31st March, 2017 was Rs. 3903 crores as against Rs 2946 crores as on 31st March, 2016. The Price Earnings Ratio of the Company was 33.39 as on 31.3.2017 and was 27.46 as at 31st March, 2016.

The closing price of the Equity Shares of the Company as on 31st March, 2017 was Rs. 797.25 and Rs. 795.25 on the BSE and NSE respectively, representing 398.63 times and 397.63 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. FY 2016-17 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. FY 2016-17 was approx. 12%. Percentile increase in Managerial Remuneration was 18.90%.

The increase in the managerial remuneration was based on the recommendation of the Nomination & Remuneration Committee and also within the salary range as pre-approved by shareholders of the Company.

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 lacs per month or Rs. 60 lacs per annum. All these employees are in whole time employment of the Company.

Name & Age

Designation/ Nature of Duties

Remuneration pa. (Rs. in lacs)

Qualification

Experience (Years)

Date of Joining

Previous Employment & Designation

Percentage Shareholding in Dhanuka Agritech Ltd. as on 31" March, 2017

Relation to any Director or Manager

Mr. R.G. Agarwal (68 years)

Chairman

396.69

B.Com

(Hons)

47

Since

Incorporation

Own Business

0.74% (3,61,419 Shares)

Brother of Mr. M.K. Dhanuka, Father of Mr. Rahul Dhanuka

Mr. M.K. Dhanuka (62 years)

Managing Director

421.47

B.Com (Hons)

41

Since Incorporation

Own Business

0.06% (29,465 Shares)

Brother of Mr. R.G. Agarwal, Father of Mr. Mridul Dhanuka

Mr. A.K. Dhanuka (60 Years)

Director (Works) Gurugram unit

360.29

B.Com

38

23.05.2007

Own Business

0.08% (38,964 Shares)

No

Mr. Rahul Dhanuka (42 years)

Director (Marketing)

345.25

B.Sc & M.B.A.

19

01.02.2002

Own Business

0.74% (3,63,075 Shares)

Son of Mr. R.G.Agarwal

Mr. Mridul Dhanuka (36 years)

Director

(Operations)

245.92

B.Tech. & M.B.A.

12

01.04.2005

Own Business

0.06% (29,465 Shares)

Son of Mr. M.K. Dhanuka

Mr. V.K.Bansal (53 years)

CFO

74.53

FCA

28

01.09.1990

Service*

Nil

Son of Mr. Ramesh Chand Bansal

*Mr. V.K. Bansal has been working with Dhanuka Agritech Limited for a period of more than 25 Years.

35. 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, 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.

For and on behalf of the Board

Sd/-

R.G. Agarwal

Place: Gurugram Chairman

Date: 19th May, 2017 DIN: 00627386


Mar 31, 2016

Dear Members,

The Directors are pleased to present the 31st 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 31stMarch, 2016.

It is a proud moment for the entire Dhanuka Parivaar that Dhanuka has created another milestone while taking its UDAAN-UDAAN AASMAN CHUNE KI with the setting up a state-of-the-art manufacturing facility at Keshwana (Rajasthan). The Plant was commissioned on Wednesday, 16th March 2016.

1. Financial Highlights

(Rs. in Lacs)

Particulars

Figures as at the end of current reporting period

Figures as at the end of previous reporting period

Gross Turnover

90803.64

86,738.45

Profit before Depreciation & Taxation (PBDT)

15124.26

13,523.89

Deductions: Depreciation Provision for Taxation

590.53

3802.67

585.59

2,330.03

Profit after Tax (PAT)

10731.06

10608.27

Balance of Statement of Profit & Loss of Previous Year

31944.76

25,108.59

Amount available for Appropriations

42675.82

35,716.86

Appropriations:

- Transfer to General Reserve

- Final Dividend (Proposed)

- Interim Dividend (Paid)

- Dividend Tax (Interim FY 2015-16 & Final FY 2014-15)

- Surplus carried to Balance Sheet

1073.00

NIL

3251.27

664.42

37,687.13

1,063.00

2,250.88

NIL

458.23

31,944.76

2. Business Operations

Your Company has seen moderate sales growth across geographies during this fiscal, inspite of deficient rainfall, price erosion & degrowth of industry. The new launched products-SEMPRA and COVER have performed well. Your Company is well positioned to pursue its strong growth potential and has been moving forward with introducing its new products.

Forecast of a good monsoon this year, is a good sign of revival for the troubled agriculture sector. It will not benefit only agriculture and farmers but will give a boost to India''s economy also.

Results financial year ended 31.03.2016

Your Company has recorded a growth of 5.57% increase in its Net Turnover of Rs.82,878.73 Lacs against Rs. 78,507.58 Lacs in the financial year 2014-15. Your Company has also reported EBIDTA of Rs.15,234.64 Lacs and Net Profit of Rs.10,731.06 Lacs for the financial year 2015-16 as compared to EBIDTA of Rs.13,783.86 Lacs and Net Profit of Rs.10,608.27 Lacs in the financial year 2014-15.

Your Company continues to remain debt-free, due to it''s strong performance in the recent years. Additionally, it has healthy Net Worth of Rs. 48044.02 Lacs.

Your Company has been continuously re-affirmed (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. Dividend

During the financial year 2015-16, your Company had distributed Ist Interim Dividend @125% ( i.e. Rs. 2.50 per Equity Share having Face Value of Rs. 2/- each) in the Month February, 2016 and IInd Interim Dividend @ 200% (i.e. Rs. 4/- per Equity Share having Face Value of Rs. 2/each) in the Month of March, 2016. The total outgo on account of above stated both the Interim Dividends was Rs.3915.69 Lacs (including total tax on Interim Dividends was Rs. 664.42 Lacs). The payment of both the Interim dividends has been made within prescribed time period.

The total payout on account of Interim Dividends was Rs.6.50 per equity shares during the financial year 2015 16 as compared to final dividend Rs.4.50 per equity share of financial year 2014-15.

In view of above Interim Dividends payout, the Board of Directors has not recommended final dividend for the financial Year 2015-16.

4. 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 details of performance and 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 the Subsidiary, are available on the website of the Company.

The Company does not have any material Subsidiary in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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”).

5. Transfer to General Reserve

Your Company proposes to transfer Rs. 1073 Lacs to the General Reserve.

6. 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.

7. Future Prospects

The Agriculture Sector has been given top most weightage by the Government of India while announcing Budget for the Financial Year 2016-17. The Govt. has announced financial aids, insurance policy for crops and other beneficial policies & schemes for farmers and strengthening the Infrastructure of Agriculture Sector. The Ministry of Agriculture & Farmers Welfare has been continuously launching effective programmes to educate farmers about the use of modern techniques & technology in agriculture, allocation and focus on irrigation including issuance of soil health card to every farmer.

These initiatives and result oriented steps are going to change the entire framework of Agriculture Sector in India in terms of sustainable growth of agriculture produce and income of farmers in coming years. The Indian Metrological Department has predicted that year 2016 will be a La- Nina year which means above normal monsoon and good rainfall of more than 105%.

The normal monsoon directly favors your Company resulting in increased sale of its products. Your Company has been consistent launching two to three innovative products u/s 9(3) and two to four products u/s 9 (4) of the Insecticides Act, 1968 every year. This practice has yielded better response from distributors and farmers and also led to increase in its market share.

Your Company has already built adequate capacity at its new unit at Keshwana (Rajasthan) to cater to the growing demand of its products in near future. A thrust is also being given to expand the distributor base of the Company.

Your Company''s Management committed to use of high-tech machines & apparatus in the manufacturing operations of its products. All materials and chemicals are processed and stored with effective safety guidelines in all manufacturing units of the Company.

Your Company expects to perform well amid all positive factors during the Financial Year 2016-17.

Further, vision of the Hon''ble Prime Minister of doubling farmers'' income can only be a success with improved productivity of farmland.

Your Company is fully committed to the cause of farmers prosperity.

8. 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.

9. Extract of Annual Return

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

10. Meetings of the Board

Six Meetings of the Board of Directors were held during the Financial Year 2015-16. The Corporate Governance Report covers detailed information on Meetings of the Board and its Committees.

11. Directors & Key Managerial Personnel

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

The tenure of Mr. Mridul Dhanuka as a Whole time Director of the Company has been over on 22nd May, 2016 and being eligible, he has offered himself for reappointment as a Whole time Director of the Company. Your Board has recommended his re-appointment for a further period of 5 years based on the recommendation of Nomination and Remuneration Committee.

The tenure of Mr. Rahul Dhanuka as a Whole time Director of the Company will be over on 1st May, 2017 and being eligible, he has offered himself for re-appointment as a Whole time Director of the Company. Your Board has recommended his re-appointment for a further period of 5 years based on the recommendation of Nomination and Remuneration Committee.

It is informed that Mr. Sachin Kumar Bhartiya has resigned from the post of Nominee Director of 2020 Equity Investors Limited in view of termination of Share Subscription Agreement entered into between the Company and 2020 Equity Investors Limited w.e.f. 25thJanuary, 2016.

In order to avail the qualitative guidance for investors, the Board of Directors has recommend the appointment of Mr. Sachin Kumar Bhartiya as Independent Director 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 9thFebruary, 2016, based on the recommendation of the Nomination and Remuneration Committee.

Mr. Kapil Garg was appointed as Additional/Executive Director & Company Secretary w.e.f. 09.02.2016 up to the date of forthcoming Annual General Meeting of the Company. Since he has not offered himself for appointment as a Director, your Board has not recommended his appointment as Executive Director of the Company.

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 Mr. Kapil Garg, Company Secretary have been designated as Key Managerial Personnel of the Company.

12. Directors'' Responsibility Statement

Pursuant to the provisions of Section 134(3)© 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 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 are operating effectively; and

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

13. 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 SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, 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.

14. Corporate Social Responsibility (CSR)

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

15. 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 Mrs. Shubha Minz (Chairperson), Mr. Rajesh Sahni, Mr. Ankur Dhanuka and Mrs. 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.

16. Committees of Board

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

17. Whistle Blower Policy

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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.

18. Management Discussion & Analysis

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

19. Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Code of Conduct for prevention of Insider Trading was in force during last fiscal.

20. 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.

21. Comprehensive Scheme of Amalgamation

The Hon''ble High Court of Delhi has approved the Comprehensive Scheme of Amalgamation between M/s.

A.M. Bros. Fintrade Private Limited and M/s. Dhanuka Finvest Private Limited with M/s. Dhanuka Agritech Limited and their respective Shareholders and Creditors. The order of the High Court has been fled on 01.12.2015 with the Registrar of the Companies, NCT Delhi & Haryana.

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 Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Board of Directors of the Company has evaluated and assessed the performance of the Company''s Chairman, Individual Directors, Board as a whole and its 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 in accordance with SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and Section 178(3) of the Companies Act, 2013, 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 i nto 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 FY2015-16 approved in the Board Meeting held on 28th May, 2015 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 2015-16 approved in the Board Meeting held on 28th May, 2015 on recommendation of the Audit Committee. Transactions have been carried out at arm length basis in ordinary course of business.

c. Promotion of Mr. Harsh Dhanuka was approved in the Board Meeting held on 28th May, 2015 from Senior General Manager (Marketing) to Vice President (Marketing) of the Company with salary of Rs. 3,00,000- 50,000- 5,00,000 p.m. with effect from 01.06.2015 with the approval of the Shareholders in the AGM held on 29.12.2015.

d. Execution of Lease Agreement with M/s. Dhanuka Private Limited for taking on lease for Commercial Purpose at Hyderabad for operating Office-Cum-Godown for a period of four years starting from 1st October, 2015 to 30thSeptember, 2019 approved in the Board Meeting held on 12th August, 2015 on recommendation of the Audit Committee. Transaction has been carried out at arm length basis in ordinary course of business.

e. Renewal of the Lease Agreement with Mridul Dhanuka (HUF), for taking on lease Office Premises at Kolkata for continuing Company''s Office for a period of five years starting from 20thJanuary, 2016 to 19thJanuary, 2021, approved in the Board Meeting held on 5th November, 2015 on recommendation of the Audit Committee. Transaction has been carried out at arm length basis in ordinary course of business.

f. Grant of License to group Companies to use Company''s Registered Office for the purpose of maintaining the registered office at a rental of Rs. 2000/- approved in the Board Meeting held on 2nd December, 2015 on recommendation of the Audit Committee. Transactions

have not been carried out at arm length basis in ordinary course of business and approval of shareholders in this regard has been obtained in the 29th AGM held on 17th Sep. 2014.

The Policy on Related Party Transactions has been approved by the Board of Directors and is available on the company''s 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 minimize 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 SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. 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, 2016, 98.41% Equity Shares were held in dematerialized form.

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 29th 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 2016

17. 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 Phase-II, New Delhi-110 091, as Secretarial Auditors of the Company for the Financial Year 2015-16. 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 there under, 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 - 110 033, as Cost Auditors to conduct Audit of the Cost Accounts maintained by the Company for the Financial Year 2016-17.

S.

No.

Name of Director/ KMP and Designation

Remuneration for FY2015-16 (Rs. in Lacs)

Ratio of remuneration of each Director to median remuneration of employees**

% increase in Remuneration in FY2015-16

Comparison of KMP''s remuneration against the Company''s performance in FY2015-16

Ratio to Gross Revenues* (Rs. 90,803.64 Lacs)

Ratio to Net profit* (Rs. 10731.06 Lacs)

1.

Mr. Ram Gopal Agarwal, Chairman

340.19

122.37

11.20%

0.00

0.03

2.

Mr. Mahendra Kumar Dhanuka, Managing Director

333.47

119.95

12.47%

0.00

0.03

3.

Mr. Arun Kumar Dhanuka, Director (Works)

307.25

110.52

10.74%

0.00

0.03

4.

Mr. Rahul Dhanuka, Director (Marketing)

295.47

106.28

10.28%

0.00

0.03

5.

Mr. Mridul Dhanuka, Director (Operations)

210.45

75.70

10.85%

0.00

0.02

6.

Mr. Priya Brat, Independent Director

2.10

*N.A

*N.A

N.A

N.A.

7.

Mr. Vinod Kumar Jain, Independent Director

2.20

*N.A

*N.A

N.A

N.A

8.

Mr. Indresh Narain, Independent Director

2.20

*N.A

*N.A

N.A

N.A

9.

Mr. Subhash Chandra Lakhotia, Independent Director

0.80

*N.A

*N.A

N.A

N.A

10.

Mr. Sachin Kumar Bhartiya, Independent Director

1.90

*N.A

*N.A

N.A

N.A

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 2015-16 are as under:

ii) The percentage increase in the median remuneration of employees in the Financial Year: 15.33%

11.

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

1.40

*N.A

*N.A

N.A

N.A

12.

Mr. Om Prakash Khetan, Independent Director

1.60

*N.A

*N.A

N.A

N.A

13.

Mr. Vinod Kumar Bansal, CFO

57.25

20.59

N.A

0.00

0.00

14.

Mr. Kapil Garg, Company Secretary (appointed w.e.f. 09.02.2016)

1.68

0.60

NA

0.00

0.00

15

Ms. Shubha Singh Company Secretary (ceased on 06.11.2015)

10.38

3.73

NA

0.00

0.00

*Managing Director & Executive Directors are whole-time Directors & other Directors are non -Executive Directors, who are paid only sitting fees for attending the Board & Committees thereof. Hence ratios provided are only for Managing Director & Whole time Directors.

**Median salary of employees during FY 2014-15 : Rs. 2.41 Lacs p.a. and F.Y. 2015-16 : Rs. 2.78 Lacs p.a.

#Rounded off to two decimals.

iii) The number of permanent employees on the rolls of Company as on 31.3.2016: 1214

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

The increase in remuneration is based on the company’s performance amidst challenging drought affected fiscal and other attributes like employee’s performance, professional and technical qualifications, experience, skill sets, growth of Industry & economy with future growth prospects etc.

All these attributes are taken into consideration judiciously for revision of remuneration.

v) Market Capitalization as on 31st March, 2016 was Rs. 2946 Crs. as against Rs. 3401 Crs. as on 31st March, 2015. Price Earnings Ratio of the Company was 27.46 as on 31st March, 2016 and was 32.06 as at 31st March, 2016.

The closing price of the Equity Shares of the Company as on 31st March, 2016 was Rs. 585.00 and Rs. 589.05 on the BSE and NSE respectively, representing 292.50 times and 294.53 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. FY 2015-16 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. FY 2015-16 was approx. 14%. Percentile increase in Managerial Remuneration was 11.5%.

The increase in the managerial remuneration was based on the recommendation of the Nomination & Remuneration Committee and also within the salary range as pre-approved by the shareholders of the Company.

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. Five Lacs per month or Rs. 60 Lacs per annum. All these employees are in whole time employment of the Company.

Name & Age

Designation/ Nature of Duties

Remuneration

p.a.

(Rs. in Lacs)

Qualification

Experience

(Years)

Date of Joining

Previous Employment & Designation

%age Shareholding in Dhanuka Agritech Ltd. as on 31" March, 2016

Relation to any Director or Manager

Mr. R.G. Agarwal (67 years)

Chairman

340.19

B.Com

(Hons)

46

Since

incorporation

Own Business

0.76% (3,79,753 Shares)

Brother of Mr. M.K. Dhanuka, Father of Mr. Rahul Dhanuka

Mr. M.K. Dhanuka (61 years)

Managing

Director

333.47

B.Com

(Hons)

40

Since

Incorporation

Own Business

0.06% (30,959 Shares)

Brother of Mr. R.G. Agarwal, Father of Mr. Mridul Dhanuka

Mr. A.K. Dhanuka (59 Years)

Director (Works) Gurgaon unit

307.25

B.Com

37

23.05.2007

Own Business

0.08% (39,607 Shares)

No

Mr. Rahul Dhanuka (41 years)

Director

(Marketing)

295.47

B.Sc & M.B.A.

18

01.02.2002

Own Business

0.76% (3,81,494 Shares)

Son of Mr. R.G. Agarwal

Mr. Mridul Dhanuka (35 years)

Director

(Operations)

210.45

B.Tech. & M.B.A.

11

01.04.2005

Own Business

0.06% (30,959 Shares)

Son of Mr. M.K. Dhanuka

34. 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.

For and on behalf of the Board

Sd/-

R.G. Agarwal

Chairman

DIN:00627386

Place: Gurgaon

Date: 24th May, 2016


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


Mar 31, 2010

The Directors have the pleasure in presenting before you the 25th Annual Report on the business and operations of the Company along with the Audited Accounts of the Company forthefinancial yearended 31st March, 2010.

DIVIDEND

Your Directors are pleased to recommend a Dividend @ 70% for the year ended 31st March, 2010. Dividend, if approved by the members at ensuing Annual General Meeting, will absorb Rs.6.43 crores and tax on dividend will absorb Rs.1.07 crores. Your Directors have also proposed to sub-divide the equity share capital of the Company to the consequential effect that each equity share of the nominal value of Rs. 10/- will be sub-divided into 5 equity shares of Rs. 2/- each. In case the Resolution proposed is approved by the requisite majority of members, the dividend will be paid in the same proportion i.e. Rs. 1.40 for an equity share of Rs. 2/-each.

BUSINESS OPERATIONS:

The country witnessed a weak monsoon during the year with overall rainfall being less than 23% of the normal, particularly in northern and western parts, witnessing less than 36% of the normal rains resulting in fall in cultivable land of major crops, particularly paddy. However, the industry recovered in the later part of the yeardueto restoration of normal rainfall.

The performance of pesticide industry remains highly dependent on weather which can affect the presence of disease and pest infestations in the short term on a regional basis. Accordingly, it may negatively affect the demand for crop protection products and the mix of products used.

Our strategy of creating sustainable and meaningful linkages across the entire farmer community over the country is helping us to create an inclusive agri-business.

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 and cyclical 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 nearly 17% in gross turnover and over 56% in PAT during the year as" compared to last year. The gross turnover of the Company has increased to Rs.445.55 crores during the fiscal year 2009-10 from Rs.380.87 crores of the previous year, while PAT improved to Rs.37.02 crores from Rs.23.20 crores on YoY basis. On the other hand, Pesticides Industry as a whole recorded a lower turnover growth of 7%.

To become sustainable in the long-term, your Company procures some of the major raw materials from its

foreign collaborators. This ensures stable long-term input price, agreed quality and on-demand quantity. Your Company is also planning to enter into more such tie-up collaborations with the foreign suppliers to ensure further growth of business.

In order to make our growth strategy sustainable, we set our sights on the achievement of both short and long- term goals through dedicated leadership, commitment and value enhancement at different levels of management. We have made global tie-ups for creating agri-assets, capacity expansion, R&D, innovation, brand building and diversification in different arenas to ensure long term growth and leadership position in the Indian market place. Our aim is to adopt a model which can cater to the needs of billions of people in India which is one of the worlds most potential and under-exploited markets.

FINANCIAL HIGHLIGHTS (Rs. in crores) Forthe F.Y. For the F.Y. Particulars ended 31.3.2010 ended 31.3.2009

Gross Turnover 445.55 380.87

Profit before depreciation & taxation (PBDT) 52.13 38.25

Deductions: • Depreciation 3.11 2.71

• Provision for Taxation 12.68 12.37

Profit after Tax (PAT) 36.34 23.20

Additions:

• Balance of Profit & Loss

Account of previous year 51.36 36.92

Amount Available for

Appropriations 87.70 60.12 Appropriations:

• Transfer to General Reserve 3.63 2.32

• Proposed Dividend 6.43 5.51

• Dividend Tax 1.07 0.93

• Surplus carried to B/S 76.57 51.36

87.70 60.12

To serve the country and farming community with increasingly safer and eco-friendly molecules, the Company has launched various new products during the year, namely Dhawa Gold, Areva, Apple, D-era and Nabood. Market has shown encouraging response to these products. Dhanzyme Gold is the product in pipeline and will be introduced shortly.

FUTURE PROSPECTS:

The Company has passed Resolutions by way of Postal Ballot for carrying out the business of Wind Mill Power Project. The project has been launched in Rajasthan in association with M/s Suzlon Energy Limited, which is a pioneer in the unconventional power industry and became functional from 31st December, 2009. The project

has been running successfully and has started generating revenue. More such Wind Mill Power projects are expected to be installed in the near future. In addition, the Company is entering into Agri Retail Business based on the concept of Franchiser-franchisee for which purpose, your Company has already opened 7 retail outlets under the trade name of "Dhanuka Suvidha" within the State of U.P. for the marketing of agri-products and services.

Further, the Company has plans to incur capital expenditure for expansion of its existing units R&D, innovation of new molecules and products and brand building to ensure long term growth and to achieve leadership position in the Indian market. Besides, the Company will continue with its efforts in strengthening the marketing setup in the country. The Company has opened 7 new depots during the year to strengthen its market penetration and to save on transportation cost.

Rising concerns over crop losses and declining yields have given rise to the need to use more crop protection measures 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. Higher farm output prices are giving pesticide manufacturers enough leverage to pass on any rise in raw material costs to the farmers. On the whole, the pesticide industry appears set to grow both in value and volume terms.

In order to improve liquidity of its shares, the Company has sought approval to get its shares listed on the National Stock Exchange and is proceeding with splitting ofshares.

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

Information as required u/s 217(l)(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 Aforming part of this report.

DIRECTORS:

During the year, there has been no change in the Board of Directors of the Company.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri Arun Kumar Dhanuka and Shri Shrikrishna Khetan will retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment.

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 ongoing 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.

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 reappointment.

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, New 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 31st March, 2010.

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:

The information as required, under section 217 (2A) of the Companies Act, 1956, read with the Companies (¦Particulars of EmDlovees) Rules. 1975. is aiven below:

Name & Age Designation/ Nature of Duties Remuneration

(Rs.)

Sh. R.G. Agarwal Chairman

(6i years) (Overall supervision of companys affairs)

Sh. M.K. Dhanuka Managing Director

(56 years) (Overall supervision of companys affairs)

Sh. A.K. Dhanuka Director (Works)

(53 Years) Supervision of production unit at Gurgaon oz.21 lacs

Sh. K.B. Kejariwal Director (Works)

(59 years) Supervision of production units at Sohna & 62.28 lacs Udhampur

Sh. Rahul Dhanuka Director (Marketing) fii ns i r

(35years) All India Marketing Head bi.uo lacs

Sh. R.G. Agarwal (61 years)

Sh. M.K. Dhanuka (56 years)

Sh. A.K. Dhanuka (53 Years)

Sh. K.B. Kejariwal (59 years)

Sh. Rahul Dhanuka (35 years)

Qualification Experience Date of (Years) Joining

B.Com (Hons) 40 ?nce ..

^ Incorporation

B.Com (Hons) 34 ?nce t. Incorporation

B.Com 31 23-052007

B.Tech 37 31.08.1992

M.B.A 12 01.02.2002

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 theirtrustand 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: New Delhi Dated: 29th May, 2010

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