Dhanuka Agritech Ltd Directors Report.

Dear Members,

Your Directors are pleased to submit the 34th 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, 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 not yet 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 to Rs. 976.24 Crores in FY 2017-18, registering a growth of 3.03%. Earnings before Interest, Depreciation 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. 126.17 Crores 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 in China, the prices of Raw materials increased disproportionately, which the Company could not pass on to dealers completely. This has not only impacted sales growth plans of the Company but has also impacted its profitability.

IMD has forecast normal monsoon this year. Dhanuka hopes to improve its performance during 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. ICRA has 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-2018 Award" and has also been bestowed with "Utkrisht Marketing Award" from Institute of Technology and Science, Ghaziabad for the second time.

This is a matter of pride that Dhanuka has been awarded ‘‘Company of the Year (Agro Chemical Category)’’ by Federation of Indian Chambers of Commerce and Industry (FICCI) in its 10th Bienniel International Exhibition and Conference -India Chem 2018, the largest event of the Chemical and Petrochemical Industry in India. Going forward, we will continue to build on this success and work for upliftment 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 Awards 2019 on 27th April, 2019 at Hyderabad towards his tireless crusade in support of Indian farmers in the Agrochemical Industry.

A fire broke out at Companys factory situated in Keshwana, Rajasthan on Sunday, 30th September, 2018. Adequate firefighting equipments were available at the unit. There was no human injury due to fire nor a major loss to the main building, Infrastructure and facilities. Major loss, however, covered in inventory and ASRS plants Storage Infrastructure. The Factory is duly covered under Insurance and the loss is expected to be recovered. 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 Share having Face Value of Rs. 2/- each for the FY 2018-19. Dividend, if approved by the Members at ensuing Annual General Meeting (AGM), will absorb Rs. 3.44 Crore including Dividend Distribution Tax of Rs. 58.69 Lacs. The Dividend shall be paid within 30 days of its declaration 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. 82,50,00,000 (Rupees Eighty Two Crores and Fifty Lakhs) excluding the transaction costs, viz. brokerage, applicable taxes such as securities transaction tax, service tax, stamp duty etc. With the Buyback Price of Rs. 550/- and Buyback Size of Rs. 82,50,00,000 the total number of Shares bought back were 15,00,000 (Fifteen Lakhs) Equity Shares, representing about 3.06% of the total Issued and Paid-up Equity Share Capital of the Company. Consequently, the paid up Equity Share Capital of the Company has been reduced by Rs. 30,00,000/- (Rupees Thirty Lakhs).

5. Dividend Distribution Policy

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" 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. 6,47,210/- (Rupees Six Lakhs Forty Seven Thousand Two Hundred and Ten) 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. During the FY 2018-19, 13,882 (Thirteen Thousand Eight Hundred and Eighty Two) Shares were transferred to IEPF. Details of such transferred Shares are available at the Companys 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 Companys 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 annexed as "Annexure B".

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Companys 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 Deposits from Public.

10. Future Prospects

Dhanukas Corporate Vision "Transforming India through Agriculture" leads us to be the 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. Company is remarkably contributing towards "Transforming India Through Agriculture" educating Indian farmers with new and innovative techniques of farming. Among various initiatives taken by Dhanuka, few are stated below: Conducting regularly various Krishak Samelan (s) (Farmers Awarness program) and Krishak Goshti (s) Diploma in Agri Extension Services for Input-Dealers (DAESI): Dhanuka was the first to join hands with MANAGE by providing financial support for Diploma in Agricultural Extension Services for Input Dealers (DAESI) to meet 50% of the fee for training of Agri-input dealers of East Godavari District in Andhra Pradesh. Since MANAGE alone could not reach all the dealers, Dhanuka took initiative and under PPP with Anand Agriculture University, Navsari Agriculture University and Junagarh Agriculture University in Gujarat started similar out-reach Diploma for Agri-Input Dealers. In coming years, Dhanuka is replicating the same with MANAGE, Ministry of Agriculture and Farmers Welfare again on large scale by subsidizing 50% fees for dealers. Dhanuka is also approaching various universities 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 existing products. Foreign Technological collaborations are always in the priority list of the Company in order to enhance the quality of our products. On 28th April, 2019, Dhanuka has launched three new products: CHEMPA (An effective, pre and post-emergence herbicide which controls broad leaf weeds, sedges and grassy weeds in paddy); APPLY (a new technology based systemic and translaminar insecticide to control brown plant hopper);

LARGO (Worlds best thripicide, offers excellent control of important insects of Cotton, Chillis and various horticulture crops).

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 C".

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(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is applicable to the Top 500 Listed Companies based on the Market Capitalization as on 31st March of every year. 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 years Business Responsibility Reports are available on the website of 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 Year 2018-19. 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.

15. Board of Directors and KMP

Based upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors has appointed Mr. Bajrang Lal Bajaj and Ms. Namrata Gupta as Additional Directors (Non-Executive under Independent category) w.e.f. 21st May, 2019, in accordance with provisions of the Companies Act, 2013 and Rules framed thereunder. They shall hold office up to the date of ensuing Annual General Meeting. Their appointment as Independent Director(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 the Companies Act, 2013, Mr. Arun Kumar Dhanuka and Mr. Rahul Dhanuka, Executive Directors will be liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for reappointment. Their re-appointment is recommended for the Members approval at ensuing Annual General Meeting. Based on recommendation of Nomination and Remuneration Committee. The Board of Directors approved the re-appointment of Mr. Mahendra Kumar Dhanuka as Managing Director of the Company at their Board Meeting held on 21st May, 2019, for a further period of 5 (Five) consecutive years from 14th August, 2019 to 13th August, 2024 (both days inclusive). His re-appointment as Managing Director for a term of 5 (Five) consecutive years is recommended for the Members approval at ensuing Annual General Meeting. Based on recommendation of Nomination and Remuneration Committee. The Board of Directors approved the appointment of Mr. Harsh Dhanuka as Additional Director (Under category of Whole time Director) of the Company at their Board Meeting held on 21st May, 2019, for a period of 5 (Five) consecutive years from 21st May, 2019 to 20th May, 2024 (both days inclusive). His appointment as Whole time Director for a term of 5 (Five) consecutive years is recommended for the Members approval at ensuing Annual 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 reasons whereas 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 and Remuneration 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 Meeting held on 10th August, 2018 have approved following appointments:

• Mr. Priya Brat -Independent Non-Executive Director- Second Term from 20th May, 2019 to 19th May, 2024

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

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

• Mr. Arun Kumar Dhanuka-Re-appointment as Whole time Director from 1st August, 2018 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 Chief Financial Officer and Company Secretary of the Company.

16. Familiarization Programme

Details of Familiarization Programme for Independent Directors are available on the website 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, with respect to the Directors Responsibility Statement, it is hereby confirmed that:

1. The applicable Accounting Standards have been followed along with proper explanations relating to material departures while preparing the Standalone and Consolidated Annual Accounts.

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 the 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 the 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 going concern basis.

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

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

18. 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 Revised Code of Conduct as per SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 based on the principles of good Corporate Governance and best Management Practices. The Revised Code is available on the Companys website i.e., www.dhanuka.com under "Investors" Section.

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance along with Statutory Auditors Certificate confirming 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 the 34th Annual Report.

20. Corporate Social Responsibility (CSR)

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

In continuation of water conservation initiatives Dhanuka has constructed 5th Check Dam at Goneda wala, Kotputli (Rajasthan). Dhanuka has initiated the trees plantation campaign by planting 5 trees in the name of each employee and planted more than 10,000 trees in Rajasthan.

The detailed Annual Report on our CSR activities pursuant to Rule 8 of the Companys (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. 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 constitution has been revised 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 Company has also formulated a Policy on Prevention, Prohibition & Redressal of Sexual Harassment of Women at workplace. The Companys Policy under this Act is available on the Corporate Website i.e., www.dhanuka.com under "Investors" Section. The 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 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 Governance Report 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 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 Companys website i.e., www.dhanuka.com under "Investors" Section. No complaint under this head has been received by the Company during the year.

24. Material Changes and Commitments affecting the Companys 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.

25. Declaration by Independent Directors

The Non-Executive Independent Directors of the Company 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 Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

26. 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 Companys 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.

27. 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, Companys 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.

28. 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. There are no Inter Corporate Guarantees given by the Company.

29. 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)

Annual Report 2018-19 29

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 arms 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 Companys 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 taken. The Revised Policy on Related Party Transactions has been approved by the Board of Directors in their Banking Finance and Operations Committee Meeting held on 27th March, 2019 and is available on the website of the Company i.e., www.dhanuka.com under the "Investors Section".

30. Risk Management Policy and Internal Adequacy

For Dhanuka, on-going Risk Management is a core function of Companys Management and we recognize the fact that the Companys 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 Companys Internal Control systems are commensurate with 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 and complexity of its operations. The Company has appointed M/s. Manoj Ritu and Associates, Chartered Accountants as Internal Auditors and along with them there is in house Internal Audit team functioning 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 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 in-house Internal Auditors and Statutory Auditors and by the Management, Board and Committees thereof.

32. 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 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. 68, First Floor, Phase-3, Okhla Industrial Area, New Delhi-110 020, as the Statutory Auditors of the Company for a period of 5 (Five) Years to fill the casual vacancy caused by the resignation of Previous Statutory Auditors M/s. Ambani & Associates, Chartered Accountants, 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. There has 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.

33. Secretarial Auditors

The Secretarial Audit was carried out by M/s. R&D, Company Secretaries, Practicing Company Secretaries (PCS) for the Financial Year 2018-19. The Report given by the Secretarial Auditors is annexed as "Annexure F" and forms an integral part of this Boards Report. Further, in terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) (Amended) Regulations, 2018, Annual Report on Compliance from Secretarial Auditors also forms part of Secretarial Audit Report as "Annexure G".

There has 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 recommended 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-110 091, as the Secretarial Auditors of the Company for the Financial Year 2019-20. 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.

34. 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, 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 2019-20.

35. Status of Listing Fees

Listing Fees for the Financial Year 2019-20 have been duly paid to BSE and NSE, where Companys shares are Listed.

36. 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 Companys operations in future.

37. 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 Rules, 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 Registered Office of the Company.

38. 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 Companys continuous 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