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Changes Among Directors
Committee(s) of Directors
Code of Conduct
Familarisation Programme for Independent Director

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Constitution of Board

The Board has an optimum combination of Executive, Non-Executive and Woman Director. The Board comprises of total 12 Directors out of which Seven are Non-Executive Directors (including Independent Director(s) and Women Director) and Five are Executive Directors. Company has Executive Chairman, Mr. R.G. Agarwal and Vice Chairman and Managing Director, Mr. M.K. Dhanuka,. All the Six 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	Cessation w.e.f 19th May, 2024 due to completion of his second term

Mr. Indresh Narain	Expired w.e.f. 19 th May, 2019	Non continuation of Second term due to vacation of office of director as per sec 167(1)(b) of the Companies Act, 2013

Mr. Vinod Kumar Jain	Expired w.e.f. 19 th May, 2019	Cessation w.e.f 19th may, 2024 due to completion of his second term

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

Sachin Kumar Bhartiya	09-02-2016 to 08-02-2021	Re-appointed as an independent director for second term of five years w.e.f 09-02-2021

Ashish Saraf	24-03-2017 to 23-03-2022	Re-appointed as Whole Time Director for further period of 5 years w.e.f from 24th March 2022

Rahul Dhanuka	01-05-2017 to 30-04-2022	Re-appointed as Whole Time Director for further period of 5 years w.e.f from 01st May 2022

Mr. Sanjay Saxena	22-05-2018 to 21-05-2023	Re-appointed as an independent director for a second term of five years w.e.f 22nd May 2023

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	30th January 2023	Demise

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)

Mr. Indresh Narain	20th May, 2020	Cessation of Independent Director

Mr. Siraj Azmat Chaudhry	22nd July, 2020	Appointed as an Additional Director (Independent Category for First Term of 5 consecutive Years)

Sachin Kumar Bhartiya	09/02/2016	Appointed as an independent director for a term of 5 consecutive years

Mr. Manish Dhanuka	7th November, 2023	Appointed as an Additional Director (under the category Non-Executive & Non-Independent Director)

Mr. Satish Kumar Gupta	17th May, 2024	Appointed as an Additional Director (under the category Independent Director for the first term of 5 years)

Committee(s) of Directors

Name of Committees	Members
Risk Management Committee	Mr. Rahul Dhanuka, Chairman; Mr Sanjay Saxena, Member, Mr. Harsh Dhanuka, Member, Mr. VK Bansal, Member.

Corporate Social Responsibility Committee	Mr.Ram Gopal Agarwal - Chairman, Mr. Bajrang Lal Bajaj-Member, Mr. Mahendra Kumar Dhanuka – Member, Mr. Ashish Saraf - Member.

Banking, Finance and Operations Committee	Mr.Ram Gopal Agarwal, Chairman, Mr.Mahendra Kumar Dhanuka, Member, Mr.Rahul Dhanuka, Member, Mr. Harsh Dhanuka, Member, Mr. Ashish Saraf, Member

Nomination and Remuneration Committee	Mr. Sanjay Saxena, Chairman; Mr. Sachin Kumar Bhartiya, Member; Satish Kumar Gupta, Member;

Stakeholders’ Relationship Committee	Mr. Sanjay Saxena, Chairman; Mrs. Namrata Gupta, Member; Mr.Rahul Dhanuka, Member; Mr. Harsh Dhanuka, Member

Audit Committee	Mr. Sanjay Saxena , Chairman; Mr. Mahendra Kumar Dhanuka, Member; Mr. Satish Kumar Gupta, Member; Mr. Sachin Kumar Bhartiya, Member

Code of Conduct

Code of conduct for board and senior management

introduction:

Independent Directors

Familarisation programme for Independent Directors

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 2023-24 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, Vice Chairman & 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 Mr. Jitin Sadana, 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:

Name of the Directors	Financial Year 2023-24			Cumulative till Financial Year 2023-24
Name of the Directors	No. of Programme conducted during the Financial year 2023-24	No. of Programme Attended during the Financial year 2023-24	No. of hours spend in programmes for the Financial year 2023-24	No. of Programme conducted till the Financial year 2023-24	No. of Programme Attended till the Financial year 2023-23	No. of hours spend in programmes till the Financial year 2023-24
Mr. Priya Brat	1	1	1	12	10	10
Mr.Sachin Kumar Bhartiya	1	0	0	12	6	6
Mr. Vinod Kumar Jain	1	1	1	12	10	10
Mr. Sanjay Saxena	1	1	1	11	8	8
Mr. Bajrang Lal Bajaj	1	0	0	7	5	5
Mrs. Namrata Gupta	1	1	1	8	8	8
Mr. Siraj Ajmat Chaudhry	1	0	0	8	7	7

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

An Orientation Program for new Directors will be conducted upon induction in the Board, which will include:

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

The details of the familiarization program will be disclosed on the Company’s website and a web link thereto will be given in the Annual report.

Terms and conditions of appointment of Independent Directors

Terms and conditions of Appointment of Independent Directors

Code of Conduct

Introduction and Purpose

This Code of conduct (Ethics) for Board of Directors and Senior Executives (Deputy General Managers (DGM) and above) (the "Code") of DHANUKA AGRITECH LIMITED ("the Company") helps in maintaining and following the standards of business conduct of the Company.The purpose of the Code is to deter wrong-doing, promote ethical conduct in the Company and ensure compliance with the legal requirements, particularly Clause 49 of the Listing Agreement with the Stock Exchange/s The matters covered in this Code are of the utmost importance to the Company, its stakeholders and business partners. Further, these are essential so that the Company can conduct its business in accordance with its stated values and its legitimate interests.

Applicability

The Code is applicable to the following persons (hereinafter referred to in this code as ‘the Officers’), unless repugnant to the context or specified otherwise in this code:

(a) Members of the Board of Directors of the Company; and
(b) Senior Managerial Personnel i.e. all members of management at and above the

level of DGM including all functional heads and such other person(s) as the Managing Director may decide. All concerned are expected to read and understand this Code and to uphold standards set out under this, in his/her day-to-day activities. As the principles set out under this are general in character, officers should also review the Company’s other applicable policies and procedures for more specific instructions.In case of any difficulty in interpretation or allied matters they may contact the Chief Financial Officer (CFO) or the Company Secretary who has been designated as the Compliance Officer. The Board of Directors will approve this Code and it would be applicable to all concerned as soon as it is approved by the Board. In case of Senior Managerial Personnel, they should sign the acknowledgment and return the same to the Company Secretary indicating that they have received, read and understood and agreed to comply with the Code. The signed acknowledgment will be filed in each Officer's personnel file.

Investors

Constitution of Board

Changes Among Directors

Committee(s) of Directors

Code of Conduct

introduction:

Independent Directors

Familarisation programme for Independent Directors

OVERVIEW OF THE FAMILIARIZATION PROCESS

Appointment of new Directors

Disclosure

Terms and conditions of appointment of Independent Directors

Listing Information

Dhanuka Agritech Limited is actively traded on the bourses. The scrip is traded on the nationwide network of terminals of the following Stock Exchanges:

Code of Conduct

Introduction and Purpose

Applicability

The Code is applicable to the following persons (hereinafter referred to in this code as ‘the Officers’), unless repugnant to the context or specified otherwise in this code:

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