Dear Members,
Your Directors are pleased to submit the 38th 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,
2023.
• Financial Highlights
The financial performance of the company for financial year ended March
31,2023 is summarised below:
(Rs. in Crores)
|
Standalone |
Standalone |
Consolidated |
Consolidated |
| Particulars |
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
| Revenue From Operations |
1700.22 |
1477.77 |
1700.22 |
1477.77 |
| Other Income |
44.76 |
33.59 |
44.76 |
33.59 |
| Total Revenue |
1744.98 |
1511.36 |
1744.98 |
1511.36 |
| EBIDTA |
323.45 |
296.97 |
323.45 |
297.06 |
| Depreciation |
17.61 |
16.28 |
17.61 |
16.28 |
| Finance Cost |
3.12 |
3.20 |
3.12 |
3.20 |
| Profit before Tax |
302.73 |
277.48 |
302.72 |
277.59 |
| Provision for Taxation |
69.22 |
68.70 |
69.22 |
68.70 |
| Profit after Tax (PAT) |
233.51 |
208.78 |
208.89 |
208.89 |
| Other Comprehensive Income |
0.08 |
1.91 |
0.08 |
1.91 |
| Total Comprehensive Income for the Period |
233.59 |
210.69 |
233.58 |
210.80 |
| Balance of Profit brought forward from previous years |
949.46 |
785.35 |
949.46 |
785.23 |
| Total |
1183.05 |
996.04 |
1183.04 |
996.03 |
| Appropriations |
|
|
|
|
| Less: Amount utilized for Buyback of Equity Shares |
84.80 |
Nil |
84.80 |
Nil |
| Less: Amount Transferred to Capital Redemption Reserve on
Buyback of Equity Shares |
0.20 |
Nil |
0.20 |
Nil |
| Less: Tax Paid on Buyback |
19.76 |
Nil |
19.76 |
Nil |
| Less: Dividend on Equity Shares |
(27.95) |
(46.58) |
(27.95) |
(46.58) |
| Leases (Ind AS 116) transition effect |
Nil |
Nil |
|
|
| Balance Profit carried forward to Balance Sheet |
1050.34 |
949.46 |
1050.33 |
949.45 |
Note: The Wholly Owned Subsidiaries of the Company namely, M/s. Dhanuka
Agri Solutions Private Limited (under liquidation) and M/s Dhanuka Chemicals Private
Limited have not yet started their operations and therefore figures are same for
Standalone and for Consolidated Results.
During the period under review, Revenue from Operations was at Rs.
1700.22 Crores up by 15.1% over last year. Operating Profit before Tax was at Rs. 261.09
Crores, up by 5.67% over last year. Profit after Tax was at Rs. 233.51 crores up by 11.8%
over last year.
Business Operations
The rainfall was erratic both in Kharif and Rabi Season. The Pest
infestation was also low due to which many sprays were missed out by the Farmers. This has
impacted the growth plans of the Industry and the Company. In the first half of the
Financial Year
2022-23, the prices of raw materials were on an increasing trend. But
in the 2nd half, the prices were on a reducing trend on a monthly basis due to
which the Company has incurred losses on high-cost inventory. This has impacted on the
gross margins and EBITDA margins of the Company.
Dhanuka has a healthy Net worth of Rs. 1061.31 Crores as on
31st March, 2023. ICRA has accorded credit rating [ICRA]AA
(pronounced ICRA double A) for fund-based limits and [ICRA]A1+ (pronounced ICRA A one
plus) rating for non-fund based limits of the Company.
During the year the Company received a registration certificate for the
import of Amisulbrom Technical u/s 9(3) of the Insecticide Act, 1968. The Company has
launched one insecticide product under the brand name Decide containing Etofenprox 6% +
Diafenthiuron 25% WG for the control of Thrips (Scirtothrips dorsalis), Mite (
Polyphagotarsonemus latus), White fly (Bemisia tabaci), Fruit borer (Helicoverpa armigera)
in Chilli crop u/s 9(3) of the Insecticide Act, 1968. The Company has received
registration certificates for export of Clodinafop-propargyl 8% EC, Cypermethrin 40% EC,
Thiophanate methyl 50% SC, Ametryn 50% SC, Ametryn 80% WP Pendimethalin 50% SC,
Pendimethalin 40% EC, Atrazine 90% WG, Atrazine 50% SC and Tebuconazole 25% EW. The
Company has also received one approval u/s 9 (4) of the Insecticide Act, 1968 for the
indigenous manufacture of insecticide Dinotefuron 20% SG, used for control of Aphids,
Jassids, Thrips and Whitefly in Cotton and Brown plant hoppers in Paddy crop and similar
approval for one herbicide Bispyribac Sodium 10% SC, for control of various types of weeds
(Narrow leaf weeds, Broad leaf weeds and Sedges) in Rice (DSR), Rice (Nursery), Rice
(TPR).
Dhanuka has been granted a Patent for an invention entitled WATER
SOLUBLE GRANULAR INSECTICIDAL COMPOSITION, Insecticide named Cartap Hydrochloride 75% SG
for the term of 20 years from 29th March 2014 in accordance with the provisions
of the Patents Act, 1970. This product is used for the control of yellow stem borer and
leaf folder in Rice crop.
Your Company has entered into Shareholders? Agreement and Share
Subscription Agreement with M/s IoTechWorld Avigation Private Limited ("IoTech")
on 11th August, 2021 to invest a total amount of Rs. 30 Crores in IoTech in the form of
subscription of Compulsory Convertible Preference Shares ("CCPS") in two
tranches. Out of Rs. 30 Crores, Rs. 20 Crores were invested by the Company on 3rd
September 2021 and the remaining Rs. 10 Crores have been invested on 6th March, 2023.
The Company has set up a state-of-the-art Research & Training
Center at Palwal. Dhanuka Agriculture Research & Technology Centre - DART was
inaugurated on 4th November 2022 by the Honourable Chief Minister of Haryana,
Shri Manohar Lal Khattar ji. It consists of 11 R&D laboratories, a training centre for
internal & external stakeholders and a well-developed research farm with precision
technologies with Artificial Intelligence (AI).
The Company has entered/signed MoUs with various universities to
jointly conduct research in crop protection including Netaji Subhas University of
Technology, New Delhi, Keladi Shivappa Nayaka University of Agricultural &
Horticultural Sciences, Shivamogga (Karnataka), Acharya N. G. Ranga Agricultural
University, Guntur, Andhra Pradesh, Govind
Ballabh Pant University of Agriculture and Technology, Pantnagar
(GBPUA&T), Chaudhary Charan Singh Haryana Agricultural University, Hisar, Sri Karan
Narendra Agriculture University, Jobner, Jaipur, Lovely Professional University, Punjab,
Maharana Pratap Horticultural University, Karnal.
Dividend
The Board of Directors in its meeting held on 25th May 2023
has recommend Dividend @ 100% i.e. Rs. 2/- per Equity Share having a Face Value of Rs.2/-
each for the FY 2022-23. The said Dividend, if approved by the Shareholders at the ensuing
Annual General Meeting (AGM), will absorb Rs. 9.12 Crore. The Dividend shall be paid
within 30 days of its declaration at the 38th AGM of the Company.
Dividend Distribution Policy
Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations')
requires the top 1000 listed entities, based on market capitalization calculated as on
March 31 of every financial year, to formulate a Dividend Distribution Policy and disclose
the same in the Annual Report and on the website of the Company.
The Board of Directors of the Company has adopted a Dividend
Distribution Policy, which aims to ensure fairness, sustainability and consistency in
distributing profits to the Shareholders. The Policy is attached as "Annexure A"
and is also available on the website of the Company i.e. www.dhanuka.com under the
"Investors" section.
Transfer of Unpaid/ Unclaimed Dividend and Shares to IEPF
During the Financial Year 2022-23, the Company has transferred
following Unclaimed Dividend to the Investors Education and Protection Fund (IEPF)
pursuant to the provisions of Section 124(5) of the Companies Act, 2013 and Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 (as amended from time to time).:
- Final Dividend for FY 2014-15 amounting to Rs. 13,08,767/- (Rupees
Thirteen Lacs Eight Thousand Seven Hundred Sixty Seven only)
- 1st Interim Dividend for the FY 2015-16 amounting to Rs. 7,61,725/-
(Rupees Seven Lacs Sixty One Thousand Seven Hundred Twenty Five only)
Pursuant to the provisions of Section 124(6) of the Companies Act, 2013
and the rules mentioned therein, all Shares in respect of which Dividend has not been paid
or claimed for 7 (Seven) consecutive years or more were transferred in the name of IEPF
after requisite notice to concerned Shareholders. During the FY 2022-23, No Equity Shares
were transferred to IEPF. Details of transferred Shares in previous years are available at
the
Company's website i.e., www.dhanuka.com under the "Investors -
Corporate Governance" section and such shares can be claimed back from IEPF Authority
after complying the prescribed procedure.
Subsidiary Companies
At present, your Company has two Wholly-owned Subsidiary Companies
namely, M/s. Dhanuka Agri Solutions Private Limited, incorporated in Bangladesh and M/s
Dhanuka Chemicals Private Limited, incorporated in India. Operations of both Companies
have not yet started. The Company does not have any Material Subsidiary in terms of the
provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Hence, a Policy on Material Subsidiaries has not been formulated. There are no Associate
or Joint Venture Companies within the meaning of Section 2(6) of the Companies Act, 2013.
The Board of Directors of your Company in their meeting held on 2nd
February 2021 had approved the dissolution/ liquidation of its wholly owned subsidiary
M/s. Dhanuka Agri-solutions Private Limited (DASPL), incorporated in Bangladesh. A final
General Meeting of DASPL was convened by the official liquidator on 15th January 2023 for
laying before it the accounts of the winding up and giving explanation thereof. The
Accounts and Returns for liquidation were submitted by the Liquidator to the RJSC (Office
of the Registrar of Joint Stock Companies and Firms), Bangladesh. RJSC registered the
Returns of winding-up on 10th May 2023. DASPL shall be deemed to be dissolved on the
expiration of three months from the above registration i.e. 10th August 2023.
M/s Dhanuka Chemicals Private Limited, was incorporated in India on 21st
June 2021 and the Company along with its nominee(s) has fully subscribed 10,000 Equity
Shares of M/s Dhanuka Chemicals Private Limited. There is no business activity started in
Dhanuka Chemicals Private Limited.
Pursuant to the provisions of Section 129(3) of the Act, a statement
containing the salient features of Financial Statements of the Company's subsidiaries in
Form No. AOC-1 is annexed as Annexure "B".
Further, Pursuant to Section 136 of the Companies Act, 2013, the
Company's Standalone and Consolidated Financial Statements, along with relevant documents
and separate Accounts in respect of the Wholly-owned Subsidiaries are available on the
website of the Company i.e., www.dhanuka.com under "Investors" section.
Share Capital
The paid-up Equity Share Capital as at 31st March, 2023 was
Rs. 9.12 Crores. During the year under review, the Company has not issued any shares.
Buy-back
Dhanuka has rewarded its Members through Buyback of its 10,00,000 (Ten
Lacs only) Equity Shares at Rs. 850/- (Rupees Eight Hundred Fifty only) per Equity Share
amounting to Rs. 85 Crores (Rupees Eighty Five Crores Only) excluding expenses incurred
for the Buyback like fling fees payable to SEBI, Merchant Banker fees, Stock Exchange fees
for usage of their platform, transaction costs viz. brokerage, applicable taxes inter-alia
including tax on distributed income to shareholders, securities transaction tax, Goods
& Service tax, stamp duty etc. This Buyback represents about 2.15% 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. 20,00,000/- (Rupees Twenty Lacs only).
Transfer to General Reserve
This year no amount has been transferred to General Reserve. Deposits
from Public
During the year under Report, your Company has not accepted any
Deposits from Public.
Future Prospects
Dhanuka's Corporate Vision "Transforming India through
Agriculture" signifies a responsive, trustworthy and farmers' friendly organization.
Dhanuka Kheti Ki Nai Takneek (DKKNT)', is being a holistic approach of Integrated Crop
Management for higher yields and in turn higher farmers' income. Company is remarkably
contributing towards "Transforming India Through Agriculture" by educating
Indian farmers with new and innovative techniques of farming.
As per the IMD Report, the monsoon is expected to be normal in this
year. Also, the high commodity prices will encourage the farmers to protect their crops
with higher investment and we expect higher consumption of Agrochemicals this year. The
Company has a strong pipeline of section 9(3) and 9(4) products. This will drive revenue
growth in the coming years. Further, the Company is working towards engaging with all the
participants across the value chain both upstream and downstream to deliver a strong
kharif season and build a solid momentum for the Financial Year 2023-24.
The Company is establishing its greenfield project i.e setting up of
one plant for Technical Manufacturing of Pesticides i.e. Backward Integration Process at
Dahej, Gujarat. The Plant will be commercialized in the Financial Year 2023-24. Some new
initiatives for business expansion that the Company has taken in the last financial year
are an investment in a Drones Manufacturing Start-up, the establishment of a Biological
Products Division, and setting up a new Exports Division, which will help to create new
revenue streams for the Company for mid to long term growth.
Product Launch
Following New Products have been launched in the Financial Year
2022-23.
CORNEX
CORNEX, is a novel herbicide developed by Dhanuka Agritech Limited in
Technical collaboration with Nissan Chemical Corporation, Japan. It has been introduced
for the first time in India by Dhanuka Agritech Limited. It is a broad spectrum,
selective, post-emergence, and systemic herbicide which is one shot solution for farmers
for controlling major broad and narrow leaf weeds and sedges (Cyperus rotundus) in maize
crops. CORNEX will empower maize farmers by its dual mode of action, which will help to
control major weeds in their crops to enhance productivity and increase their income.
ZANET
ZANET, a novel fungicide is a powerful combination of Fungicide &
Bactericide. It is the first such molecule developed in collaboration with TWO Japanese
chemical manufacturers Hokko Chemical Industry Ltd., Japan and Nippon Soda Co., Ltd.,
Japan. ZANET is a broad-spectrum, strong systemic fungicide providing excellent control
against Bacterial Leaf spot & Powdery Mildew in Tomato. ZANET reduces the number of
sprays helping farmers to obtain better yield and quality in a cost-effective way.
DECIDE
DECIDE is a novel insecticide with a unique combination of two
molecules. DECIDE is a Japanese technology insecticide brought to the Indian subcontinent
with the collaboration of Mitsui Chemicals, Inc., Japan & Dhanuka Agritech Limited. It
is a powerful insecticide available in WG formulation and has excellent efficacy against
sucking pests in Chilli to help farmers get control over multiple pests with a single
spray, without the need of mixing different insecticides.
Terminal
Terminal is a new generation non-selective, broad-spectrum,
post-emergent, contact herbicide with no known weed resistance. Terminal is very effective
on hard-to-kill weeds and safe to applicator when used as per recommended protective
spray. Hard-to-kill weeds can also be killed effectively in the crops that are planted in
rows like cotton, chillies, vegetables, grapes, citrus, banana etc.
BiologiQ
Dhanuka entered the agri-biological segment with the launch of its
BiologiQ range of products. BiologiQ is a unique range of sustainable solutions developed
with the fusion of traditional science and new-age agriculture practices. BiologiQ
represents a broad category of crop protection, soil health, and plant nutrition products
that are derived from nature. BiologiQ products can be used individually or in combination
with conventional chemical products under an Integrated Pest & Nutrition Management
(IPNM) plan to produce powerful results for the crop and the soil. BiologiQ portfolio
supports 4Rs - Resistance, Residue, Resurgence, and Soil Rejuvenation management with
different action modes, resulting in increased crop yield and farm productivity.
BiologiQ range has been introduced with 6 products that are: Whiteaxe
biological insecticide, Nemataxe biological insecticide, Downil biological fungicide,
Sporenil biological wilticide, Myconxt biological biofertilizer and Omninxt biological
biofertilizer.
Measures for Conservation of Energy, Technology Absorption and Details
of Foreign Exchange Earnings and Outgo
Information as required u/s 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules,
2014 pertaining to measures for Conservation of Energy, Technology
Absorption and Details of Foreign Exchange Earning and Outgo forming part of this Report
are given in Annexure "C".
Web address for Annual Return
The Annual Return of the Company pursuant to Section 92(3) of the
Companies Act, 2013 is available on the website of the Company i.e., www.dhanuka.com under
"Investors" Section.
Business Responsibility and Sustainability Reporting
The Company is also providing Business Responsibility and
Sustainability Report as stipulated under the Listing Regulations. The Business
Responsibility and Sustainability Report (BRSR) describes about the initiatives taken by
the Company from an environmental, social and governance perspective and it is displayed
on the Company's website at www.dhanuka.com under "Investors" section.
A copy of the BRSR Report is annexed to this Report as
Annexure-"D".
Meetings of the Board
Four Meetings of the Board of Directors were held during the Financial
Year 2022-23. Detailed information about meetings of the Board of Directors and its
Committees are given in the Corporate Governance Report annexed to this Report. The
Company is in compliance with the Secretarial Standards prescribed by the Institute of
Company Secretaries of India for the Board and Committee meetings.
Board of Directors and KMP
0 In accordance with the provisions of the Companies Act, 2013, Mr. Ram
Gopal Agarwal, Whole-time Director under designation Chairman and Mr. Mridul Dhanuka,
Non-Executive Director will be liable to retire by rotation at the ensuing Annual General
Meeting and, being eligible, they have offered themselves for re-appointment. Their
re-appointment is recommended for the Members' approval at the ensuing 38th
Annual General Meeting.
0 Demise of Mr. Arun Kumar Dhanuka, Whole-time Director of the Company
on 30th January, 2023.
0 The Board of Directors after the recommendation of the Nomination and
Remuneration Committee at its Meeting held on 10th February 2023 has designated
Mr. Rahul Dhanuka as Joint Managing Director of the Company with immediate effect.
0 The Board of Directors after the recommendation of the Nomination and
Remuneration Committee at its Meeting held on 10th February 2023 has designated
Mr. Harsh Dhanuka as Executive Director- Alliances & Supply Chain of the Company with
immediate effect.
0 The Board of Directors after the recommendation of the Nomination and
Remuneration Committee and Audit Committee at its Meeting held on 25th May 2023
has approved to increase the Annual Commission payable to Mr. Harsh Dhanuka, Executive
Director- Alliances & Supply Chain from 0.5% to 1.5% of the Net Profit of the Company
as calculated as per section 198 of the Companies Act, 2013 effective from the FY 2023-24
which is subject to the approval of Members at the ensuing 38th Annual General Meeting of
the Company.
0 The Board of Directors after the recommendation of the Nomination and
Remuneration Committee at its Meeting held on 25th May 2023 has designated Mr. Mahendra
Kumar Dhanuka as Vice Chairman & Managing Director of the Company with immediate
effect.
0 There is no change in Chief Financial Officer and Company Secretary
of the Company during the FY 202223
Familiarization Program
Details of Familiarization Program for Independent Directors is
available on the website of the Company i.e. www.dhanuka.com under the
"Investors" Section.
Directors' Responsibility Statement
Pursuant to the provisions of Section 134(3)? of the
Companies Act, 2013, with respect to the Directors'
Responsibility Statement, it is hereby confirmed that:
0 The applicable Accounting Standards have been followed along with
proper explanations relating to material departures while preparing the Company's
Standalone and Consolidated Annual Accounts for the Financial Year ended 31st
March, 2023.
0 The Directors have selected such Accounting Policies and applied them
consistently and made judgments and estimates that are reasonable and prudent, so as to
give a true and fair view of the State of Affairs of the Company at the end of the
Financial Year and of the Profit of the Company for that period.
0 The Directors have taken proper and sufficient care for the
maintenance of adequate Accounting Records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting frauds and
other irregularities.
0 The Directors have prepared the Standalone and Consolidated Annual
Accounts on an ongoing concern basis.
0 The Directors have laid down Internal Financial Controls to be
followed by the Company and such Internal Financial Controls are adequate and operating
effectively.
0 The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems are adequate and operating
effectively.
Corporate Governance
Your Company maintains the highest level of transparency,
accountability and good management practices through the adoption and monitoring of
corporate strategies, goals and procedures to comply with its legal and ethical
responsibilities.
The Board has also evolved and adopted a Code of Conduct as per SEBI
(Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015 based on
the principles of good Corporate Governance and Best Management Practices. The Code is
available on the Company's website i.e., www.dhanuka.com under "Investors"
Section.
As required by SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate Report on Corporate Governance along with the Statutory
Auditors' Certificate confirming compliance with Corporate Governance norms is annexed to
this Report.
Management Discussion & Analysis
The Management Discussion and Analysis is given separately and forms
part of the 38th Annual Report of the Company.
Corporate Social Responsibility (CSR)
Agriculture is the culture of our Country and we are nurturing the
"Culture" by protecting the same. CSR is not just a particular program but is
what your Company does every day, maximizing positive impact on society and thus helping
people to be happier. Your Company undertakes several initiatives like implementation of
various education and training programs, construction of school, creating awareness among
the masses about Water Conservation and Rainwater Harvesting. These are
steps aimed at nurturing Agriculture and rural prosperity.
The detailed Annual Report on the Company's CSR activities pursuant to
the Company's (Corporate Social Responsibility Policy) Rules, 2021 is given in Annexure
"E" forming part of this Report.
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at
Workplace
Your Company has zero-tolerance for Sexual Harassment of Women at the
workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder. Your
Company has constituted an Internal Complaints Committee (ICC), to inquire into the
complaints of Sexual Harassment and to recommend appropriate action.
The ICC comprises Ms. Swati Chaudhary (Presiding Officer), Mr. Abhishek
Bijoy (Member), Ms. Anita Mehta (Member) and Ms. Vaishali Rastogi (External Member). The
Company has also formulated a Policy on Prevention, Prohibition & Redressal of Sexual
Harassment of Women at the workplace. The Company's Policy under this Act is available on
the Corporate Website i.e., www.dhanuka.com under "Investors" Section. The ICC
provides a mechanism for reporting and redressing complaints related to Sexual Harassment
of Women at the workplace. The Committee has neither received any complaint of Sexual
Harassment during the Financial Year 2022-23, nor has any complaint been received in
previous years.
Committees of the Board
The details of Committees of the Board are provided in the Corporate
Governance Report forming part of this Report.
Whistle Blower Policy
In compliance with the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 Whistle Blower Policy has been implemented as a mechanism
for employees to report concerns about unethical behavior or actual or suspected fraud of
all kinds, including alleged fraud by or against the Company, abuse of authority, whether
made by a named complainant or anonymously.
The Policy is a step towards better Corporate Governance and is
available on the Company's website i.e., www.dhanuka.com under "Investors"
Section. No complaint under this Policy has been received by the Company during the year.
Material Changes and Commitments affecting the Company's Financial
Position between the end of the Financial Year and Date of Report u/s 134 of the Companies
Act, 2013
Except as disclosed in this Report, there have been no material changes
and commitments, affecting the financial position of the Company between the end of the
Financial Year till the date of this Report.
Declaration by Independent Directors
The Non-Executive Independent Directors of the Company have given the
declarations stating that they continue to confirm the criteria set out for Independent
Directors under Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further, in the opinion of the Board, Independent Directors of the
Company are persons of high integrity, expertise and experience and thus qualify to be
appointed/continue as Independent Directors of the Company. Further, as required under
section 150(1) of the Companies Act, 2013 they have registered themselves as Independent
Directors in the Independent Director Data Bank.
The Independent Directors have also confirmed that they have complied
with the Company's Code of Conduct as prescribed in Schedule IV to the Companies Act,
2013.
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, based on the
recommendation received from the Nomination and Remuneration Committee, 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 and the Board found that the
evaluation is satisfactory and no observations were raised from the said evaluation in the
Financial Year.
Policy on Appointment and Remuneration of the Directors, Key Managerial
Personnel and Senior Management
In accordance with SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Section 178(3) of the Companies Act, 2013, Company's
Policy relating to the appointment and remuneration of the Directors, Key Managerial
Personnel and Senior Management is available on the Company's website i.e.,
www.dhanuka.com under "Investors" Section.
Particulars of Inter Corporate Loans, Guarantees or Investments
The particulars of Inter Corporate Loans and investments of the Company
have been provided in the Notes to the Financial Statements.
Particulars of Contracts or Arrangements with Related Parties
Particulars of contracts or arrangements with Related Parties pursuant
to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies
(Accounts) Rules, 2014 in Form AOC-2 are given in Annexure "F" forming part of
this Report. Notes to Accounts cover information on Related Party Transactions entered
into by the Company.
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 is available on the website of
the Company i.e., www.dhanuka.com under the "Investors" Section.
Risk Management Policy and Internal Adequacy
For Dhanuka, on-going Risk Management is a core function of Company's
Management and it recognizes that the Company's ability to pro-actively identify, assess
and minimize risk is critical in achieving its corporate objectives. The Board of
Directors of the Company has approved a Risk Identification, Assessment and Mitigation
Report to ensure appropriate and timely Risk Management, in compliance with the provisions
of the Companies Act, 2013 and Listing Regulations. The Company's Internal Control systems
are commensurate with the nature of its business and the size and complexity of its
operations.
Risk Management Committee
A Risk Management Committee of the Board of Directors has been
constituted in the Board Meeting held on 10th June, 2020. Mr. Rahul Dhanuka is
the Chairman and Mr. Harsh Dhanuka, Mr. Sanjay Saxena, and Mr. VK Bansal are the members
of the Committee.
The scope of the Committee is to identify the elements of risk in
different areas of operations and to develop a policy for actions associated to mitigate
the risks and to identify new and emergent risks. This Committee will inform the Board, on
a timely basis, about risk assessment and minimization procedures, which in the opinion of
the Committee may threaten the existence of the Company, if any.
An updated Risk Management Policy has been adopted by the Board in its
Meeting held on 10th February, 2023, which is also available on the website of
the Company i.e. www.dhanuka.com under the "Investors" section.
Internal Control Systems and their adequacy
Post Resignation of Mr. Gautam Mittal, Chief Internal Auditor,
Mr. Rohit Khaneja, was appointed as Chief Internal Auditor of the
Company by the Board in their Meeting held on 10th February, 2023. He is a
Chartered Accountant having 13 + years of rich experience in Internal Audit, Corporate
Governance, Management Assurance and process revamps. He heads the Internal Team to handle
the complete Internal Audit functions of the Company along with all functions.
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 Financial Year, Internal Audit was regularly carried out
and no material weakness was observed. There are adequate Internal Financial controls with
reference to the financial systems. The same are periodically reviewed by the Statutory
Auditors and by the Management, Board and Committees thereof.
Statutory Auditors
As per Section 139 of the Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014, the First Term of the M/s. S.S. Kothari Mehta & Co.,
Chartered Accountants (FRN - 000756N) as Statutory Auditors of the Company will expire at
the ensuing 38th Annual General Meeting of the Company.
The Board in its Meeting held on 25th May, 2023 has
recommended the re-appointment of M/s. S.S. Kothari Mehta & Co., Chartered Accountants
(FRN - 000756N) as Statutory Auditors of the Company for a further period of 5 years from
the conclusion of 38th AGM till the conclusion of 43rd AGM of the
Company, subject to approval by the Members at the ensuing AGM of the Company.
The Audit Report given by M/s. S.S. Kothari Mehta & Co., Chartered
Accountants on the Financial Statements of the Company (on Standalone and Consolidated
basis) for the Financial Year 2022-23 forms part of the Annual Report. There have been no
qualification, reservation or adverse remark 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 Sub-section (12) of
Section 143 of Companies Act, 2013.
Secretarial Auditors
The Secretarial Audit of the Company was carried out by M/s. R&D,
Company Secretaries, Practicing Company Secretaries (PCS) for the Financial Year 2022-23.
The Report given by the Secretarial Auditors is annexed as Annexure "G" and
forms an integral part of this Director's Report. Further, in terms of Regulation 24A of
SEBI (Listing Obligations and Disclosure Requirements) (Amended) Regulations, 2015, Annual
Report on Compliance from Secretarial Auditors also forms part of Secretarial Audit Report
as Annexure "H".
There have been no qualification, reservation or adverse remark or
disclaimer in their Report during the year under review. The Secretarial Auditors have not
reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no
detail is required to be disclosed under Section 134(3) of the Act. In terms of Section
204 of the Act, read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and in terms of Regulation 24A of Listing Regulations, on the
recommendation of the Audit Committee, the Board in their Meeting held on 25th
May, 2023 has appointed M/s. Ranjeet Pandey & Associates , Company Secretaries, (PCS),
having Registered Office at A-160 (LGF), Defence Colony, New Delhi-110024 as the
Secretarial Auditors of the Company for the Financial Year 2023-24. The Company has
received their written consent stating that the appointment is in accordance with the
applicable provisions of the Act and rules framed thereunder.
Cost Records and Cost Auditors
In terms of provision of Section 148(1) of the Companies Act, 2013
maintenance of Cost Records is required by the Company and accordingly such accounts and
records are made and maintained.
The Board of Directors, in compliance with the provisions of the
Companies Act, 2013, Rules and Notifications issued thereunder, has appointed M/s. N.
Khandelwal & Associates, Cost Accountants, having its Registered Office at A-71,
Triveni Nagar, Gopalpura Bypass, Jaipur, Rajasthan-302018, as Cost Auditors to conduct
Audit of the Cost Accounts maintained by the Company for the Financial Year 2023-24.
Status of Listing Fees
Listing Fees for the Financial Year 2023-24 have been duly paid to BSE
and NSE, where Company's shares are listed.
Material Orders passed by Regulators, Courts or Tribunal
There were no significant or material orders passed by the Regulators,
Courts or Tribunal which impact the going concern status of the Company and the Company's
operations in future.
Particulars of Employees
The Statement of Disclosure of Remuneration under Section 197 of the
Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 ("Rules"), is appended as Annexure
"I" to this Report. The information as per Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a
separate Annexure forming 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
aforesaid Annexure. The said Annexure is open for Inspection and any Member interested in
obtaining a copy of the said statement may write to the Company Secretary.
Other disclosures:
Your Directors state that no disclosure or reporting is required with
respect to the following items as there were no transactions related to these items during
the year under review:
• Application made or any proceeding pending under the Insolvency
and Bankruptcy Code, 2016 during the year along with their status as at the end of the
financial year;
• Difference between amount of the valuation done at the time of
one-time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof.
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, 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 |
|
| Sd/- |
Sd/- |
| Mahendra Kumar Dhanuka |
Rahul Dhanuka |
| Vice Chairman & Managing |
Jt. Managing Director |
| Director |
DIN : 00150140 |
| DIN:00628039 |
|
| Place: Gurugram |
|
| Date: 25th May 2023 |
|
