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Constitution of Board

The Board has an optimum combination of Executive, Non-Executive and Woman Director. As at March 31, 2019, Board comprises of total 14 Directors out of which Seven are Non-Executive Independent Directors (including one Woman Director) and Seven Executive Directors. Company has Executive Chairman, Mr. R.G. Agarwal and Executive Managing Director , Mr. M.K. Dhanuka,. All the Seven Non-Executive Directors are Independent Directors free from any business or other relationship that could materially influence their judgement. All the Independent Directors satisfy the criteria of Independence as defined under the Companies Act, 2013, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

Changes Among Directors

Name of the Directors First Term Second Term

Mr. Priya Brat

Expired w.e.f. 19 th May, 2019

20 th May, 2019 to 19 th May, 2024

Mr. Indresh Narain

Expired w.e.f. 19 th May, 2019

20 th May, 2019 to 19 th May, 2024

Mr. Vinod Kumar Jain

Expired w.e.f. 19 th May, 2019

20 th May, 2019 to 19 th May, 2024

Mrs. Asha Mundra

Expired w.e.f. 19 th May, 2019

Non Continuation of Second Term due to Pre-occupation and paucity of time

Mr. Om Prakash Khetan

Expired w.e.f. 19 th May, 2019

Non Continuation of Second Term due to health reasons

Name of the Directors Effective Date Appointment/ Cessation

Mr. Sanjay Saxena

22nd May, 2018

Appointment as an Independent Director for First Term of Five Years

Mr. Arun Kumar Dhanuka

1st August, 2018

Appointment as Whole Time Director for Five Years

Mr. Harsh Dhanuka

21st May, 2019

Appointed as an Additional Director (Non-Independent Executive Category for 5 Years)

Mr. Bajrang Lal Bajaj

21st May, 2019

Appointed as an Additional Director (Independent Category for First Term of 5 Years)

Ms. Namrata Gupta

21st May, 2019

Appointed as an Additional Director (Independent Category for First Term of 5 Years)

Committee(s) of Directors

Name of Committees Members

Corporate Social Responsibility Committee

Mr.Ram Gopal Agarwal, Chairman , Mr.Indresh Narain, Member, Mr.Arun Kumar Dhanuka, Member.

Banking, Finance and Operations Committee

Mr.Ram Gopal Agarwal, Chairman , Mr.Mahendra Kumar Dhanuka, Member Mr.Arun Kumar Dhanuka, Member, Mr.Rahul Dhanuka, Member, Mr.Mridul Dhanuka, Member

Nomination and Remuneration Committee

Mr.Priya Brat, Chairman Mr.Sachin Bhartiya, Member Mr. Sanjay Saxena, Member

Stakeholders’ Relationship Committee

Mr.Indresh Narain, Chairman Mr.Rahul Dhanuka, Member Mr. Sanjay Saxena, Member

Audit Committee

Mr. Priya Brat, Chairman Mr. Mahendra Kumar Dhanuka, Member Mr. Indresh Narain, Member Mr. V K Jain, Member Mr. Sachin Bhartiya, Member

Familarisation Programme for Independent Director

Details of Familiarization Programmes imparted to Independent Directors

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of the Familiarization Programmes imparted to Independent Directors for the Financial Year 2018-19 is given as below:

In Dhanuka, Familiarization Programmes for Independent Directors are conducted on regular basis and presentations are made by Mr. Mahendra Kumar Dhanuka, Managing Director of the Company to understand various Group Policies, Emerging Scenario in the Agro Chemical Sectors, Changes in Senior Management, Litigations Cases, Major events, material developments, Financial Trends, Market Scenario, Company’s Strategies and Achievements etc.

Regular Presentations are also made by Mr. V.K. Bansal, Chief Financial Officer of the Company which includes updates on Regulatory, Business Environment, Risk Management, Company’s Policies and other relevant issues. Quarterly Operations Report which includes information on Business Performance, Operations, Market Share, Financial Parameters, Working Capital Management, Fund-Flows, Product Wise and Zones Wise performance, Peer Review etc.

Regular updtaes about New Regulatory Developments and its implications on Company as well as on Directors, Regular Compliance status of various laws are also updated to Board from time to time by Ms. Jyoti Verma, Company Secretary so as to enable Independent Directors about Compliance Management of the Company and any delay or default in the same.

Thus, all efforts were made to ensure that the Directors get well conversant with the state of the Company’s affairs and the Industry, in which it operates.

The details of the Familiarisation Programmes are given below:

S. No. Name No. of Programme conducted during the Financial year 2018-19 No. of Programme attended during the Financial Year 2018-19 No. of hours spent in programmes for the Financial year 2018-19

1

Mr. Priya Brat

4

4

4

2

Mr. Indresh Narain

4

4

4

3

Mr. Sachin Kumar Bhartiya

4

2

2

4

Mr. Vinod Kumar Jain

4

3

3

5

Mr. Sanjay Saxena

4

4

4

6

Mr. Om Prakash Khetan

4

4

4

7

Ms. Asha Mundra

4

1

1

Overview of the Familiarization process
  • All Independent Directors are aware of their roles, functions and responsibilities in the Company. The Appointment Letter issued to them, inter alia sets out detailed terms of employment including their role, liabilities, fiduciary duties, Code of Conduct.

  • Independent Directors are provided with necessary information, documents, reports and Policies to familiarize them with the Company’s working.

  • Regular presentations are made at the Board and Committee Meetings, on business and performance updates of the Company, business environment, business strategy and risks involved. Quarterly updates on relevant Statutory changes are regularly provided to the Directors in Board Meetings.

  • Each Director has complete access to any information relating to the Company. They are provided all the documents sought by them to enable a good understanding of the Company and its operations..

  • Independent Directors have the freedom to interact with the Company’s Management. Further, they can independently discuss the Company’s affairs without the presence of the Executive Directors and put forth their combined views to the Board.

Appointment of new Directors

  • Composition, Roles, rights and responsibilities of the Board;

  • Company’s vision, mission, core values, ethics and Corporate Governance practices;

  • Business Structure and Overview, Corporate strategy, Business Plans and operations;

  • Familiarization with Company’s financial statements, performance, Internal control processes and Statutory Compliances;

  • Code of conduct for Directors.

Disclosure