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Dhanuka Agritech Ltd.

BSE: 507717 Sector: Agri and agri inputs
NSE: DHANUKA ISIN Code: INE435G01025
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OPEN 667.55
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VOLUME 929
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P/E 28.33
Mkt Cap.(Rs cr) 3,294
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OPEN 667.55
CLOSE 670.50
VOLUME 929
52-Week high 940.00
52-Week low 600.00
P/E 28.33
Mkt Cap.(Rs cr) 3,294
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dhanuka Agritech Ltd. (DHANUKA) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 32nd Annual Report on the business andoperations of the Company along with the Audited Standalone and Consolidated FinancialStatements 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 96270.79 90803.64
Profit before Depreciation & Taxation (PBDT) 18306.81 15124.26
Deductions:
Depreciation 1484.80 590.53
Provision for Taxation 4880.81 3802.67
Profit after Tax (PAT) 11941.20 10731.06
Balance of Statement of Profit & Loss of Previous Year 37687.13 31944.76
Amount available for Appropriations 49628.33 42675.82
Appropriations:
• Transfer to General Reserve 1194.00 1073.00
• Final Dividend (Proposed) 294.47* NIL
• Interim Dividend (Paid) Nil 3251.27
• Dividend Tax (Final 2016-17 & Interim 2015-16) 59.95* 664.42
• Surplus carried to Balance Sheet 48434.33 37687.13

*These figures were not considered while calculating Surplus Carried to Balance Sheetfor 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.87318.89 Lacs against Rs. 82878.73 Lacs in the corresponding period last year. Companyreported EBIDTA of Rs. 18416.31 Lacs and Net Profit of Rs. 11941.20 Lacs for thefinancial year ended 31.03.2017 as compared to EBIDTA of Rs. 15234.64 Lacs and Net Profitof Rs. 10731.06 Lacs in previous financial year.

Despite 10-15% negative impact on the agriculture sector due to demonetization anderratic distribution of monsoon across India in second half of FY17 Dhanuka has been ableto maintain growth in topline by 5.36%.

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

Your Company continues to remain debt-free due robust performance and has a healthyNet Worth of Rs. 51985.22 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 gradeof 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 Shareof Rs. 2/- each for the Financial Year ended 31st March 2017. Dividend if approved bythe Members at the ensuing Annual General Meeting will absorb Rs. 294.47 Lacs andtax 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. 800000000 (Rupees Eighty Crores Only) (theBuyback Size) excluding the transaction costs viz. brokerage applicable taxes such assecurities transaction tax service tax stamp duty etc. With the Buyback price of Rs.850/- (Rupees Eight Hundred Fifty Only) and Buyback Size of Rs. 800000000 (RupeesEighty Crores Only) the total number of shares bought back in the Buyback was 941176Equity Shares representing about 1.88% of the total issued and paid-up equity capital ofthe Company as on March 31st 2016.

4. Dividend Distribution Policy

Securities and Exchange Board of India (‘SEBI') by its Notification dated 8thJuly 2016 has amended the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (‘Listing Regulations') introducing new Regulation 43A mandatingthe top 500 listed entities based on market capitalization calculated as on 31st March ofevery financial year to formulate a Dividend Distribution Policy and disclose the same intheir Annual Reports and on their websites. Accordingly the Board of the Company hasadopted a Dividend Distribution Policy which is attached as Annexure-G. The Policy isalso 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 DhanukaAgri-Solutions Pvt. Ltd. incorporated in Bangladesh and its operations have not yetcommenced. A Statement containing salient features of the Financial Statements of theSubsidiary 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'sFinancial Statements Consolidated Financial Statements along with relevant documents andseparate Audited Accounts in respect of Subsidiary are available on the website of theCompany.

The Company does not have any material Subsidiary in terms of the provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. Hence Policy onMaterial Subsidiaries has not been formulated. There are no Associate Companies within themeaning of Section 2(6) of the Companies Act 2013 (“the Act”).

6. Transfer to General Reserve

Your Company proposes to transfer Rs. 1194.00 Lacs to the General Reserve.

7. Deposits from Public

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

8. Future Prospects

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

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

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

9. Measures for Energy Conservation R&D and Technology Absorption andDetails of Foreign Exchange Earnings and Outgo

Information as required u/s 134(3)(m) of the Act is given in Annexure ‘A' formingpart of this Report.

10. Extract of Annual Return

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

11. Business Responsibility Reporting

Business Responsibility Report as stipulated under Regulation 34 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulation 2015has been hosted on the website of the Company www.dhanuka.com. Any member interested inobtaining a physical copy of the same may write to the Company Secretary at the Corporateoffice 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 andits Committees.

13. Directors & Key Managerial Personnel

In accordance with the provisions of the Companies Act 2013 Mr. Ram Gopal AgarwalMr. Rahul Dhanuka and Mr. Mridul Dhanuka will retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offer themselves for re-appointment.

The tenure of Mr. Ram Gopal Agarwal as a Whole time Director under the Designation asChairman of the Company will be over on 31st October 2017 and being eligible he hasoffered himself for reappointment as a Whole time Director under the designation ofChairman of the Company. Your Board has recommended his re-appointment for a furtherperiod of 5 years w.e.f. 1 November 2017 based on the recommendation of the Nominationand Remuneration Committee.

The Board of Directors has recommended the appointment of Mr. Balvinder Singh Kalsi asIndependent Director of the Company in accordance with the provisions of the CompaniesAct 2013 and Rules framed there-under for a period of five consecutive years with effectfrom 10th November 2016 based on the recommendation of the Nomination and RemunerationCommittee.

The Board of Directors has recommended the appointment of Mr. Ashish Saraf as anAdditional Director under the category of Whole time Director of the Company inaccordance with the provisions of the Companies Act 2013 and Rules framed there-underfor a period of five consecutive years with effect from 24th March 2017 based on therecommendation of the Nomination and Remuneration Committee.

The details of familiarisation programmes for Independent Directors are available onthe 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 DhanukaManaging Director Mr. Vinod Kumar Bansal Chief Financial officer and Mr. Kapil GargCompany 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 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

1. In the preparation of the Standalone and Consolidated Annual Accounts theapplicable Accounting Standards have been followed along with proper explanationsrelating to material departures;

2. The Directors have selected such Accounting Policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of Financial Year and of theProfit of the Company for that period;

3. The Directors have taken proper and sufficient care for the maintenance of adequateAccounting Records in accordance with the provisions of this Act for safeguarding theAssets of the Company and for preventing and detecting frauds and other irregularities;

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

5. The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

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

15. Corporate Governance

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

As required by SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015a separate Report on Corporate Governance forms part of the Annual Report. A Certificateby the Statutory Auditors of the Company confirming compliance with Corporate Governanceforms a part of this Report.

16. Corporate Social Responsibility (CSR)

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

17. Internal Complaints Committee (ICC)

Your Company has constituted Internal Complaints Committee (ICC) in accordance withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 and Rules made thereunder. The ICC comprises Mrs. Shubha Minz(Chairperson) Mr. Rajesh Sahni Mr. Ankur Dhanuka and Mrs. Seema Salwan. The Company'sPolicy under this Act is available on the Corporate Website. ICC provides a mechanism forreporting and redressing complaints related to sexual harassment at workplace. Nocomplaint 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 Reportforming 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 employeesto report concerns about unethical behaviour or actual or suspected fraud of all kindsincluding alleged fraud by or against the Company abuse of authority whether made by anamed complainant or anonymously. The Policy is a step towards better Corporate Governanceand is available on the Company's website. No complaint under this head has been receivedby the Company during the year.

20. Management Discussion & Analysis

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

21. Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time the Code of Conduct for prevention of Insider Tradingwas in force during last the year under report.

22. Material Changes and Commitments affecting the Company's Financial Position betweenthe 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 financialposition of the Company between the end of the Financial Year till the date of thisReport.

23. Performance Evaluation

In compliance with the requirement of Section 134(3)(p) and Schedule IV of theCompanies Act 2013 and Rules framed thereunder and Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of Directors of theCompany evaluated and assessed the performance of the Company's Chairman IndividualDirectors Board as a whole and its Committees through a questionnaire framed by theNomination and Remuneration Committee based on emerging and leading practices andperformance criteria such as strategic engagement knowledge diligence ethics &values oversight of the Financial Reporting Process including Internal Controls andComposition and Quality of Board and Committees etc. The Nomination and RemunerationCommittee also evaluate the performance of all its Directors.

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

The Policy of the Company relating to appointment and remuneration of the DirectorsKey Managerial Personnel and other employees in accordance with SEBI (Listing Obligationsand Disclosure Requirement) Regulations 2015 and Section 178(3) of the Companies Act2013 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 tothe Financial Statement.

26. Particulars of Contracts or Arrangements with Related Parties

Particulars Particulars of contracts or arrangements with related parties pursuant toSection 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014in Form AOC-2 are given in Annexure ‘D' forming part of this Report. Notes toAccounts cover information on Related Party Transactions entered into by the Company.

In addition the following contracts or arrangements with Related Parties were enteredinto by the Company during the Financial Year in terms of Section 188(2) of the CompaniesAct 2013:

a. Transactions for sale and/or purchase aggregating Rs. One crore with M/s. OtsukaChemicals (India) Private Limited during FY 2016-17 approved in the Board Meeting held on24th May 2016 on recommendation of the Audit Committee. Transactions have been carriedout at arm length basis in ordinary course of business.

b. Transactions for sale and/or purchase aggregating Rs. Five crores with M/s. DhanukaLaboratories Limited during FY 2016-17 approved in the Board Meeting held on 24th May2016 on recommendation of the Audit Committee. Transactions have been carried out at armlength basis in ordinary course of business.

c. Transactions for lease with related parties aggregating Rs. Two crores during FY2016-17 approved in the Board Meeting held on 24th May 2016 on recommendation of theAudit Committee. Transactions have been carried out at arm length basis in ordinary courseof business.

The Policy on Related Party Transactions has been approved by the Board of Directorsand 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'sManagement and understands that the Company's ability to pro-actively identify assess andminimize risk is critical in achieving its corporate objectives. The Company has draftedRisk Identification Assessment and Mitigation Document to ensure appropriate and timelyRisk Management in compliance with the provisions of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015. The Company's InternalControl systems are commensurate with the nature of its business and the size andcomplexity of its operations.

28. Internal Financial Control

The Company has in place adequate Internal Financial controls with reference toFinancial Statements. The same are periodically reviewed by the Internal Statutory andSecretarial 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 formis 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 AnnualGeneral Meeting and they are not eligible for re-appointment as Statutory Auditors of theCompany as per the Companies Act 2013.

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

31. Secretarial Auditors

The Board of Directors in compliance with the provisions of Section 204 of theCompanies Act 2013 and Rules framed thereunder has appointed M/s R&D CompanySecretaries having their Registered office at 785 Pocket E Mayur Vihar Phase-II NewDelhi-110 091 as Secretarial Auditors of the Company for the Financial Year 2016-17. TheSecretarial Audit Report does not contain any qualification reservation or adverse remarkand 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 2013Rules and Notifications issued thereunder has appointed M/s S. Chander & AssociatesCost Accountants having their Registered office at 212 2nd Floor Sarai Pipal ThalaG.T. Karnal Road Adarsh Nagar Delhi 110 033 as Cost Auditors to conduct Audit of theCost 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 whereits Equity Shares are listed.

34. Particulars of Employees

Information in accordance with the provisions of Section 197 of the Companies Act2013 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 theemployees of the Company the percentage increase in remuneration of each Director ChiefFinancial officer and Company Secretary and comparison of remuneration of each KeyManagerial Personnel (KMP) against the performance of the Company for FY 2016-17are asunder:

S. No. 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 # Ratio to Net #
Revenues Profit
(Rs. 96270.79 lacs) (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 4.18 636.31* 0.00 0.00

*Mr. Kapil Garg appointed as company secretary and additional Executive Director w.e.f.09-02-2016 the tenure of Directorship ended on 11-08-2016

#Rounded off to two decimals.

N.A.: Not applicable

** Median salary of employees during FY 2015-16: Rs. 2.78 lacs p.a. and FY 2016-17: Rs.2.96 lacs p.a.

ii) The percentage increase in the median remuneration of employees in the FinancialYear: 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 andCompany performance:

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

v) Market Capitalization as on 31st March 2017 was Rs. 3903 crores as against Rs 2946crores as on 31st March 2016. The Price Earnings Ratio of the Company was 33.39 as on31.3.2017 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 and397.63 times increase over the IPO price of Rs. 10/ (the face value was split to Rs. 2/ inthe 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 thanthe Managerial Personnel in the last Financial Year i.e. FY 2016-17 and its comparisonwith the percentile increase in the Managerial Remuneration and justi cation thereof andpoint out if there are any exceptional circumstances for increase in the ManagerialRemuneration:

Average percentile increase in salaries of employees other than Managerial Personnel inthe last Financial Year i.e. FY 2016-17 was approx. 12%. Percentile increase in ManagerialRemuneration was 18.90%.

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

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

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

viii) The Ratio of remuneration of the highest paid Director to that of the employeeswho are not Directors but receive remuneration in excess of the highest paid Directorduring the year:

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

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

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

Name & Age Designation/ Nature of Duties Remuneration p.a. (Rs. in lacs) Qualification Experience (Years) Date of Joining Previous Employment & Designation Percentage Shareholding in Dhanuka Agritech Ltd. as on 31st 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% (361419 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% (29465 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% (38964 Shares) No
Mr. Rahul Dhanuka (42 years) Director (Marketing) 345.25 B.Sc & M.B.A. 19 01.02.2002 Own Business 0.74% (363075 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% (29465 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 morethan 25 Years.

35. Acknowledgment:

Your Directors take this opportunity to record their deep sense of gratitude for thevaluable support and co-operation extended to the Company by the Central InsecticidesBoard Directorates of Agriculture Haryana Gujarat J&K Rajasthan other GovernmentAgencies Bankers Shareholders Dealers Distributors Vendors U.S. & Japanese MNCsand the farming community who have reposed their trust and con dence in the Company.

Your Directors wish to place on record their appreciation for cordial industrialrelations maintained by workmen and dedicated efforts put in by staff for Company'scontinuous growth and success.

For and on behalf of the Board
Sd/-
R.G. Agarwal
Place: Gurugram Chairman
Date: 19th May 2017 DIN: 00627386