You are here » Home » Companies » Company Overview » Dhanuka Agritech Ltd

Dhanuka Agritech Ltd.

BSE: 507717 Sector: Agri and agri inputs
NSE: DHANUKA ISIN Code: INE435G01025
BSE 00:00 | 17 Jan 478.90 33.95
(7.63%)
OPEN

447.00

HIGH

483.00

LOW

447.00

NSE 00:00 | 17 Jan 479.85 35.65
(8.03%)
OPEN

452.95

HIGH

484.00

LOW

452.15

OPEN 447.00
PREVIOUS CLOSE 444.95
VOLUME 12621
52-Week high 483.00
52-Week low 288.75
P/E 19.62
Mkt Cap.(Rs cr) 2,280
Buy Price 478.90
Buy Qty 100.00
Sell Price 484.00
Sell Qty 1.00
OPEN 447.00
CLOSE 444.95
VOLUME 12621
52-Week high 483.00
52-Week low 288.75
P/E 19.62
Mkt Cap.(Rs cr) 2,280
Buy Price 478.90
Buy Qty 100.00
Sell Price 484.00
Sell Qty 1.00

Dhanuka Agritech Ltd. (DHANUKA) - Director Report

Company director report

Dear Members

Your Directors are pleased to submit the 34th Annual Report on the Business andOperations of the Company along with its Audited Standalone and Consolidated FinancialStatements for the Financial Year (FY) ended 31st March 2019.

1. Financial Highlights

(Rs. In Crores)

Particulars FY 2018-19 FY 2017-18
Revenue From Operations 1005.84 976.24
EBIDTA 167.20 182.09
Depreciation 12.35 14.22
Finance Cost 0.89 0.87
Provision for Taxation 41.38 40.83
Profit after Tax (PAT) 112.57 126.17

Note: As Wholly Owned Subsidiary M/s. Dhanuka Agri Solutions Private Limited has notyet started its operations figures are same for Standalone and Consolidated Basis.

During the FY 2018-19 Revenue from operations was Rs. 1005.84 Crores as compared toRs. 976.24 Crores in FY 2017-18 registering a growth of 3.03%. Earnings before InterestDepreciation and Tax (EBIDTA) for FY 2018-19 was Rs. 167.20 Crores as compared to Rs.182.09 Crores in FY 2017-18 reflecting a decline of 8.18%.

Profit after Tax (PAT) for the FY 2018-19 was Rs. 112.57 Crores as against Rs. 126.17Crores in FY 2017-18 showing a decline of 10.78%. During FY 2018-19 Earning per Share(Basic and Diluted) has decreased from Rs. 25.71 to Rs. 23.02.

Financial Year 2018-19 was an exceptional year. Due to closure of thousands of units inChina the prices of Raw materials increased disproportionately which the Company couldnot pass on to dealers completely. This has not only impacted sales growth plans of theCompany but has also impacted its profitability.

IMD has forecast normal monsoon this year. Dhanuka hopes to improve its performanceduring Financial Year 2019-20.

2. Business Operations

Dhanuka continues to remain debt-free due to robust financial management.Additionally it has a healthy Net worth of Rs. 642.22 Crores as on 31st March 2019. ICRAhas accorded (ICRA) AA- (Stable outlook) rating for fund based limits and (ICRA) A1+rating for non-fund based limits of the Company.

This Year Dhanuka has been awarded "North India Best Employer-2018Award" and has also been bestowed with "Utkrisht MarketingAward" from Institute of Technology and Science Ghaziabad for the second time.

This is a matter of pride that Dhanuka has been awarded ‘‘Company ofthe Year (Agro Chemical Category)’’ by Federation of Indian Chambers ofCommerce and Industry (FICCI) in its 10th Bienniel International Exhibition andConference -India Chem 2018 the largest event of the Chemical and PetrochemicalIndustry in India. Going forward we will continue to build on this success and work forupliftment of the farming community in India.

Mr. Ram Gopal Agarwal Chairman has been conferred the most prestigious"Life Time Achievement Award" at Agri Business Summit & Agri Awards2019 on 27th April 2019 at Hyderabad towards his tireless crusade in support of Indianfarmers in the Agrochemical Industry.

A fire broke out at Company's factory situated in Keshwana Rajasthan on Sunday 30thSeptember 2018. Adequate firefighting equipments were available at the unit. There was nohuman injury due to fire nor a major loss to the main building Infrastructure andfacilities. Major loss however covered in inventory and ASRS plant's StorageInfrastructure. The Factory is duly covered under Insurance and the loss is expected to berecovered. The production was resumed within five working days.

3. Dividend

Your Directors are pleased to recommend Dividend @ 30% i.e. Rs. 0.60 per Equity Sharehaving Face Value of Rs. 2/- each for the FY 2018-19. Dividend if approved by the Membersat ensuing Annual General Meeting (AGM) will absorb Rs. 3.44 Crore including DividendDistribution Tax of Rs. 58.69 Lacs. The Dividend shall be paid within 30 days of itsdeclaration at the 34th AGM.

4. Buyback

Dhanuka has rewarded its Shareholders by undertaking Buyback of its Shares at Rs. 550(Rupees Five Hundred and Fifty) per Equity Share amounting to Rs. 825000000 (RupeesEighty Two Crores and Fifty Lakhs) excluding the transaction costs viz. brokerageapplicable taxes such as securities transaction tax service tax stamp duty etc. With theBuyback Price of Rs. 550/- and Buyback Size of Rs. 825000000 the total number of Sharesbought back were 1500000 (Fifteen Lakhs) Equity Shares representing about 3.06% of thetotal Issued and Paid-up Equity Share Capital of the Company. Consequently the paid upEquity Share Capital of the Company has been reduced by Rs. 3000000/- (Rupees ThirtyLakhs).

5. Dividend Distribution Policy

The Board of Directors of the Company has adopted a Dividend Distribution Policywhich aims to ensure fairness sustainability and consistency in distributing profits tothe Shareholders. The Policy is attached as "Annexure A" and is alsoavailable on the website of the Company i.e. www.dhanuka.com under the"Investors" section.

6. Transfer of Unpaid/ Unclaimed Dividend and Shares to IEPF

During the FY 2018-19 Unclaimed Dividend for FY 2010-11 amounting to Rs.647210/- (Rupees Six Lakhs Forty Seven Thousand Two Hundred and Ten) was transferred tothe Investor Education and Protection Fund (IEPF) pursuant to the provisions of Section124(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 rulesmentioned aforesaid all Shares in respect of which Dividend has not been paid or claimedfor 7 (Seven) consecutive years or more were also transferred in the name of IEPF afterrequisite notice to concerned Shareholders. During the FY 2018-19 13882 (ThirteenThousand Eight Hundred and Eighty Two) Shares were transferred to IEPF. Details of suchtransferred 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 authorityafter following the prescribed procedure.

7. Subsidiary Company

At present your Company has only one subsidiary namely M/s. Dhanuka Agri SolutionsPrivate Limited incorporated in Bangladesh which is Company's Wholly Owned Subsidiary.Operations of this subsidiary have not yet started. A Statement containing basic financialdetail of the Subsidiary in Form AOC-1 is annexed as "Annexure B".

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 the Subsidiary are available on the website of theCompany 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 onMaterial Subsidiaries has not been formulated. There are no Associate Companies within themeaning 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 Deposits fromPublic.

10. Future Prospects

Dhanuka's Corporate Vision "Transforming India through Agriculture"leads us to be the responsive trustworthy and farmers' friendly organization. Weare advocating 'Dhanuka Kheti Ki Nai Takneek (DKKNT)' a holistic approachof Integrated Crop Management for higher yields and in turn higher farmers' income.Company is remarkably contributing towards "Transforming India ThroughAgriculture" educating Indian farmers with new and innovative techniques offarming. Among various initiatives taken by Dhanuka few are stated below: Conductingregularly various Krishak Samelan (s) (Farmer's Awarness program) and Krishak Goshti(s) Diploma in Agri Extension Services for Input-Dealers (DAESI): Dhanuka was thefirst to join hands with MANAGE by providing financial support for Diploma in AgriculturalExtension Services for Input Dealers (DAESI) to meet 50% of the fee for training ofAgri-input dealers of East Godavari District in Andhra Pradesh. Since MANAGE alone couldnot reach all the dealers Dhanuka took initiative and under PPP with Anand AgricultureUniversity Navsari Agriculture University and Junagarh Agriculture University in Gujaratstarted similar out-reach Diploma for Agri-Input Dealers. In coming years Dhanuka isreplicating the same with MANAGE Ministry of Agriculture and Farmers Welfare again onlarge scale by subsidizing 50% fees for dealers. Dhanuka is also approaching variousuniversities to start this course at subsidized fee in collaboration with the Company.Dhanuka keeps adding new products every year and also endeavors to improvise the existingproducts. Foreign Technological collaborations are always in the priority list of theCompany in order to enhance the quality of our products. On 28th April 2019 Dhanuka haslaunched three new products: CHEMPA (An effective pre and post-emergence herbicidewhich controls broad leaf weeds sedges and grassy weeds in paddy); APPLY (a newtechnology based systemic and translaminar insecticide to control brown plant hopper);

LARGO (World's best thripicide offers excellent control of important insects ofCotton Chillis and various horticulture crops).

11. Measures for Conservation of Energy Technology

Absorption and Details of Foreign Exchange Earnings and Outgo Information asrequired 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 TechnologyAbsorption and Details of Foreign Exchange Earning and Outgo forming part of this Reportare given in "Annexure C".

12. Web address for Annual Return

The Annual Return of the Company pursuant to Section 92(3) of the Companies Act2013 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(2)(f) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is applicable to theTop 500 Listed Companies based on the Market Capitalization as on 31st March of everyyear. As on ended 31st March 2019 "Dhanuka" does not fall under this category.Hence this year Business Responsibility Reporting is not applicable to the Company.However the previous year's Business Responsibility Reports are available on the websiteof the Company i.e. www.dhanuka.com under "Investors" Section.

14. Meetings of the Board

Four meetings of the Board of Directors were held during the Financial Year2018-19. Detailed information about meetings of the Board of Directors and its Committeesis given in the Corporate Governance Report annexed to this Report. The Company is incompliance with the Secretarial Standards prescribed by the Institute of CompanySecretaries of India for the Board and Committee meetings.

15. Board of Directors and KMP

Based upon the recommendation of the Nomination and Remuneration Committee theBoard of Directors has appointed Mr. Bajrang Lal Bajaj and Ms. Namrata Gupta as AdditionalDirectors (Non-Executive under Independent category) w.e.f. 21st May 2019 in accordancewith provisions of the Companies Act 2013 and Rules framed thereunder. They shall holdoffice up to the date of ensuing Annual General Meeting. Their appointment as IndependentDirector(s) for a term of 5 (Five) consecutive years is recommended for the Members'approval at ensuing Annual General Meeting. In accordance with the provisions of theCompanies Act 2013 Mr. Arun Kumar Dhanuka and Mr. Rahul Dhanuka Executive Directorswill be liable to retire by rotation at the ensuing Annual General Meeting and beingeligible have offered themselves for reappointment. Their re-appointment is recommendedfor the Members' approval at ensuing Annual General Meeting. Based on recommendation ofNomination and Remuneration Committee. The Board of Directors approved the re-appointmentof Mr. Mahendra Kumar Dhanuka as Managing Director of the Company at their Board Meetingheld on 21st May 2019 for a further period of 5 (Five) consecutive years from 14thAugust 2019 to 13th August 2024 (both days inclusive). His re-appointment as ManagingDirector for a term of 5 (Five) consecutive years is recommended for the Members' approvalat ensuing Annual General Meeting. Based on recommendation of Nomination and RemunerationCommittee. The Board of Directors approved the appointment of Mr. Harsh Dhanuka asAdditional Director (Under category of Whole time Director) of the Company at their BoardMeeting held on 21st May 2019 for a period of 5 (Five) consecutive years from 21st May2019 to 20th May 2024 (both days inclusive). His appointment as Whole time Director for aterm of 5 (Five) consecutive years is recommended for the Members' approval at ensuingAnnual General Meeting. The First Term of appointment of Mr. Om Prakash Khetan and Mrs.Asha Mundra as Independent Directors has concluded with effect from 20th May 2019. Mr.Khetan has shown his unwillingness to continue for Second Term due to health reasonswhereas Mrs. Mundra has shown unwillingness due to pre-occupation and paucity of time.Consequently Mr. Om Prakash Khetan has ceased to be a Member of the Nomination andRemuneration Committee and Mrs. Asha Mundra has ceased to be a member of Stakeholders'Relationship Committee of the Company from 20th May 2019.

• The Members vide their resolutions passed in the 33rd Annual General Meetingheld on 10th August 2018 have approved following appointments:

• Mr. Priya Brat -Independent Non-Executive Director- Second Term from 20th May2019 to 19th May 2024

• Mr. Indresh Narain -Independent Non-Executive Director- Second Term from 20thMay 2019 to 19th May 2024

• Mr. Vinod Kumar Jain-Independent Non-Executive Director- Second Term from 20thMay 2019 to 19th May 2024

• Mr. Arun Kumar Dhanuka-Re-appointment as Whole time Director from 1st August2018 to 31st July 2023

• Mr. Sanjay Saxena-Independent Non-Executive Director- First Term of 5 (Five)Consecutive Years from 22nd May 2018 to 21st May 2023 There are no changes in the ChiefFinancial Officer and Company Secretary of the Company.

16. Familiarization Programme

Details of Familiarization Programme for Independent Directors are available on thewebsite of the Company i.e. www.dhanuka.com under the "Investors Section".

17. Directors' Responsibility Statement

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

1. The applicable Accounting Standards have been followed along with properexplanations relating to material departures while preparing the Standalone andConsolidated Annual Accounts.

2. The Directors have selected such Accounting Policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the State of Affairs of the Company at the end of theFinancial Year and of the Profit of the Company for that period.

3. The Directors have taken proper and sufficient care for the maintenance ofadequate Accounting Records in accordance with the provisions of the Act for safeguardingthe Assets of the Company and for preventing and detecting frauds and otherirregularities. 4. The Directors have prepared the Standalone and Consolidated AnnualAccounts on going concern basis. 5. The Directors have laid down Internal FinancialControls to be followed by the Company and such Internal Financial Controls are adequateand operating effectively. 6. The Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and such systems are adequate andoperating effectively.

18. 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. The Board has alsoevolved and adopted a Revised Code of Conduct as per SEBI (Listing Obligations andDisclosure Requirements) (Amendment) Regulations 2018 based on the principles of goodCorporate Governance and best Management Practices. The Revised Code is available on theCompany's website i.e. www.dhanuka.com under "Investors" Section.

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a separate Report on Corporate Governance along with Statutory Auditors' Certificateconfirming compliance with Corporate Governance norms is annexed to this Report.

19. Management Discussion & Analysis

The Management Discussion and Analysis is given separately and forms part of the34th Annual Report.

20. Corporate Social Responsibility (CSR)

For Dhanuka Corporate Social Responsibility is not a matter of Compliance but is amatter of inherent value in Dhanuka's philosophy. The Company is regularly contributing tovarious projects and also involved in many projects in field of Education Healthcare andWater Conservation. Dhanuka achieved one more milestone with establishment of "ShriChiranji Lal Dhanuka Higher Secondary Adarsh Vidhya Mandir" School. On 11thFebruary 2018 to commemorate the 100th Birth Anniversary of Late Shri Chiranji LalDhanuka (founder Chairman of the Company) inauguration ceremony of the School was held atRatangarh Rajasthan. The School is well equipped with modern amenities and one of itskind in the entire region. Working towards the welfare of society through educationDhanuka Agritech Limited has also initiated construction of Third School at Salasar(Rajasthan).

In continuation of water conservation initiatives Dhanuka has constructed 5th Check Damat Goneda wala Kotputli (Rajasthan). Dhanuka has initiated the trees plantation campaignby planting 5 trees in the name of each employee and planted more than 10000 trees inRajasthan.

The detailed Annual Report on our CSR activities pursuant to Rule 8 of the Company's(Corporate Social Responsibility Policy) Rules 2014 is given in "Annexure D"forming part of this Report.

21. Internal Complaints Committee (ICC)

Your Company has zero tolerance for Sexual Harassment of Women at workplace. Inaccordance with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and Rules made thereunder your Company hasconstituted an Internal Complaints Committee (ICC) to inquire into the complaints ofSexual Harassment and to recommend appropriate action. The ICC constitution has beenrevised w.e.f 1st April 2019. The ICC comprises Ms. Jyoti Verma (Presiding Officer) Mr.Sudhir Sharma (Member) Ms. Puja Gogia (Member) and Ms. Isha Thakur (Member). The Companyhas also formulated a Policy on Prevention Prohibition & Redressal of SexualHarassment of Women at workplace. The Company's Policy under this Act is available on theCorporate Website i.e. www.dhanuka.com under "Investors" Section. The ICCprovides a mechanism for reporting and redressing complaints related to Sexual Harassmentof Women at workplace. The Committee has not received any complaint of Sexual Harassmentduring the Financial Year 2018-19 nor has any complaint been received in previous years.

22. Committees of the Board

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

23. 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 behavior 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 i.e. www.dhanuka.com under"Investors" Section. No complaint under this head has been received by theCompany during the year.

24. 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 Exceptas disclosed in the Report there have been no material changes and commitments affectingthe financial position of the Company between the end of the Financial Year till the dateof this Report.

25. Declaration by Independent Directors

The Non-Executive Independent Directors of the Company have given declaration statingthat they continue to confirm the criteria set out for Independent Directors under Section149(6) of the Companies Act 2013 and Regulation 16 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

26. 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 on the basis of parameters set by theNomination and Remuneration Committee in the form of questionnaire based on emerging andleading practices and performance criteria such as strategic engagement knowledgediligence ethics & values oversight of the financial reporting process includingInternal Controls and Composition of the Board and its Committees etc. The Nomination andRemuneration Committee has also carried out evaluation of the performance of all theDirectors. Independent Directors of your Company have also conducted in-depth evaluationof performance of Executive Directors Chairman of the Board and Committee(s) of theBoard.

27. Policy on Appointment and Remuneration of the Directors Key ManagerialPersonnel and Other Employees

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Section 178(3) of the Companies Act 2013 Company's Policy relating to theappointment and remuneration of the Directors Key Managerial Personnel and SeniorManagement is given in the Corporate Governance Report forming part of this Report.

28. Particulars of Inter Corporate Loans Guarantees or Investments.

The particulars of Inter Corporate Loans and investments of the Company have beenprovided in the Notes to the Financial Statements. There are no Inter Corporate Guaranteesgiven by the Company.

29. Particulars of Contracts or Arrangements with Related Parties

Particulars of contracts or arrangements with related parties pursuant to Section134(3)(h) of the Companies Act 2013 read with rule 8(2) of the Companies (Accounts)

Annual Report 2018-19 29

Rules 2014 in Form AOC-2 are given in "Annexure E" forming part ofthis Report. Notes to Accounts cover information on Related Party Transactions enteredinto by the Company.

All contracts/ arrangements entered with Related Parties in terms of Section 188(2) ofthe 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 withRelated Parties which could be considered material in terms of the Company's policy onmateriality of Related Party Transactions read with SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015. However for significant Related Partytransactions even though not material Members' approval has been taken. The RevisedPolicy on Related Party Transactions has been approved by the Board of Directors in theirBanking Finance and Operations Committee Meeting held on 27th March 2019 and is availableon the website of the Company i.e. www.dhanuka.com under the "InvestorsSection".

30. Risk Management Policy and Internal Adequacy

For Dhanuka on-going Risk Management is a core function of Company's Management and werecognize the fact that the Company's ability to pro-actively identify assess andminimize risk is critical in achieving its corporate objectives. The Board of Directors ofthe Company has approved a Risk Identification Assessment and Mitigation Report to ensureappropriate and timely Risk Management in compliance with the provisions of the CompaniesAct 2013 and Listing Regulations. The Company's Internal Control systems are commensuratewith the nature of its business and the size and complexity of its operations.

31. Internal Control Systems and their adequacy

The Company has Internal Control System commensurate with the size scale andcomplexity of its operations. The Company has appointed M/s. Manoj Ritu and AssociatesChartered Accountants as Internal Auditors and along with them there is in house InternalAudit team functioning as well. The Audit Committee defines the scope and area of InternalAudit and periodically reviews the Internal Audit Plans and Internal Audit Reports. Basedon Internal Audit Reports and observations appropriate corrective actions are suggestedby the Audit Committee. During the year Internal Audit was regularly carried out and nomaterial weakness was observed. There are adequate Internal Financial controls withreference to the financial systems. The same are periodically reviewed by the in-houseInternal Auditors and Statutory Auditors and by the Management Board and Committeesthereof.

32. Statutory Auditors

As per Section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 the Members of the Company in the 33rd Annual General Meeting heldon 10th August 2018 have approved the appointment of M/s. S.S. Kothari Mehta & Co.Chartered Accountants (FRN - 000756N) having their Registered Office at Plot No. 68First Floor Phase-3 Okhla Industrial Area New Delhi-110 020 as the Statutory Auditorsof the Company for a period of 5 (Five) Years to fill the casual vacancy caused by theresignation of Previous Statutory Auditors M/s. Ambani & Associates CharteredAccountants LLP. The Audit Report(s) given by M/s. S.S. Kothari Mehta & Co.Chartered Accountants on the Financial Statements of the Company (on Standalone &Consolidate basis) for the Financial Year 2018-19 forms part of the Annual Report. Therehas 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 Section143(12) of the Companies Act 2013 and hence no detail is required to be disclosed underSection 134(3) of the Act. No frauds have been reported by Auditors under Subsection (12)of Section 143 of Companies Act 2013.

33. Secretarial Auditors

The Secretarial Audit was carried out by M/s. R&D Company Secretaries PracticingCompany Secretaries (PCS) for the Financial Year 2018-19. The Report given by theSecretarial Auditors is annexed as "Annexure F" and forms an integralpart of this Board's Report. Further in terms of Regulation 24A of SEBI (ListingObligations and Disclosure Requirements) (Amended) Regulations 2018 Annual Report onCompliance from Secretarial Auditors also forms part of Secretarial Audit Report as "AnnexureG".

There has been no qualification reservation or adverse remark or disclaimer in theirReport. During the year under review the Secretarial Auditors have not reported anymatter under Section 143(12) of the Companies Act 2013 and therefore no detail isrequired to be disclosed under Section 134(3) of the Act. In terms of Section 204 of theAct read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 and in terms of Regulation 24A of Listing Regulations the Audit Committeerecommended and the Board of Directors appointed M/s. R&D Company Secretaries (PCS)having their Registered Office at 785 Pocket E Mayur Vihar Phase-II New Delhi-110 091as the Secretarial Auditors of the Company for the Financial Year 2019-20. The Company hasreceived their written consent stating that the appointment is in accordance with theapplicable provisions of the Act and rules framed thereunder.

34. Cost Records and Cost Auditors

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

The Board of Directors in compliance with the provisions of the Companies Act 2013Rules and Notifications issued thereunder have appointed M/s. S. Chander &Associates Cost Accountants having their Registered Office at 212 2nd Floor SaraiPipal Thala G.T. Karnal Road Adarsh Nagar Delhi- 110 033 as Cost Auditors to conductAudit of the Cost Accounts maintained by the Company for the Financial Year 2019-20.

35. Status of Listing Fees

Listing Fees for the Financial Year 2019-20 have been duly paid to BSE and NSE whereCompany's shares are Listed.

36. Material Orders passed by Regulators Courts or Tribunal

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

37. Particulars of Employees

The Statement of Disclosure of Remuneration under Section 197 of the Companies Act2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 ("Rules") is appended as "Annexure H" to thisReport. The information as per Rule 5(2) of the Rules forms part of this Report. Howeveras per First proviso to Section 136(1) of the Companies Act 2013 and Second proviso toRule 5(2) of the Rules the Report and Financial Statements are being sent to the Membersof the Company excluding the Statement of Particulars of Employees under Rule 5(2) of theRules. Any Member interested in obtaining a copy of the said statement may write to theCompany Secretary at the Registered Office of the Company.

38. Acknowledgement:

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 confidence in the Company.

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

For and on behalf of the Board

Sd/- Sd/-
Ram Gopal Agarwal Mahendra Kumar Dhanuka
Chairman Managing Director
DIN: 00627386 DIN: 00628039
Place: Gurugram
Date: 21st May 2019