172@29@16@140!~!172@29@0@53!~!|commonstore|commonfiles|moneycontrol_header.php?cid=0&s_cid=0&radar_off=0&is_revamped_header=0&is_responsive=1&sec=PNC_ANNUALREPORT&priceinter=1&frommc=1!~!|commonstore|commonfiles|moneycontrol_header.php

Network18 Presents

partnered by

  • Galaxy Note20 | 20 Ultra
Moneycontrol
SENSEX NIFTY

Network18 Presents

  • partnered by
  • Galaxy Note20 | 20 Ultra
you are here:

Dhanuka Agritech Ltd.

BSE: 507717 | NSE: DHANUKA |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE435G01025 | SECTOR: Pesticides & Agro Chemicals

BSE Live

Aug 14, 16:00
790.75 -29.90 (-3.64%)
Volume
AVERAGE VOLUME
5-Day
12,349
10-Day
9,550
30-Day
11,878
7,631
  • Prev. Close

    820.65

  • Open Price

    820.05

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    0.00 (0)

NSE Live

Aug 14, 16:01
793.15 -28.20 (-3.43%)
Volume
AVERAGE VOLUME
5-Day
145,922
10-Day
103,140
30-Day
149,347
87,995
  • Prev. Close

    821.35

  • Open Price

    827.20

  • Bid Price (Qty.)

    793.15 (124)

  • Offer Price (Qty.)

    0.00 (0)

Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

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

Director’s Report