Terms director/terms-and Condition | Dhanuka
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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

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
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

  • 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