=4 Dhanuka Agritech Limited AN ISO 9001 : 2008 COMPANY

Transcription

1 =4 Dhanuka Agritech Limited AN ISO 9001 : 2008 COMPANY Online Date: Liing Department National Stock Exchange of Iia Limited Exchange Plaza, Plot No. C/1, G. Block, Bara- Kurla Complex, Bara Ea, Mumbai Corporate Relationship Department Bombay Stock Exchange of Iia ltd. 1" Floor New Trading, Rotua Building, P J Towers, Dalal Street Fort, Mumbai Ref: Symbol- DHANUKA Scrip Code: Sub: Notice of 33'd Annual General Meeting, Remote E-Voting & Book Closure a payment of final divide Dear Sir, Notice is hereby given at e 33" 1 Annual General Meeting (AGM) of e Members of e Company will be held on Friday, e 1(/1' day of Augu, 2018 at 10:30 A.M. at Mapple Emerald Hotel, National Highway- 8, Rajokri, New Delhi The Company has completed dispatch of Annual Report (comprising inter alia of Notice of 33" 1 AGM along wi Explanatory Statement along wi e Audited Staalone a Consolidated Financial Statements, Report of Boa of Directors a e Statutory Auditors' for e Financial Year eed 31" March, 2018) via physical as well as electronic mode on 9'h day of July, Annual Report is available on website ( of e Company. Annual Report inter alia containing Notice of 33" 1 AGM is also available on website of Central Depositories Services (Iia) Ltd. (CDSL) ( Pursuant to Section 108 of e Companies Act, 2013 a e Rules framed ereuer, e Members of e Company holding Shares eier in physical or dematerialized form, are provided wi e facility to ca eir vote electronically rough Remote e-voting services provided by CDSL a rough Ballot Papers at e venue of AGM on all resolutions set for in e Notice of e AGM Remote e-voting period will commence at 9:00 a.m. on Tuesday; 7" day of Augu, 2018 a will e at 5:00 p.m. on Thursday,!!" Augu, 2018, after which voting shall not be allowed. The Remote e-voting scheduled shall be disabled by CDSL for voting ereafter. Once e vote on resolution is ca be e Member by Remote e-voting, he shall not be allowed to change it subsequently. The Members who have already caed eir vote rough Remote e-voting may atte e AGM but shall not be entitled to ca eir vote at e AGM. The Voting Rights of e Shareholders (for voting rough Remote e-voting or by poll paper at e Meeting) shall be in proportion to eir share in e paid up equity share capital of e company as on Friday, e 3 day of Augu, 2018 ("Cut-off Date"). A person whose name is recoed in e Regier of Members or in e Regier of Beneficial Owners maintained by e Depositories as on Corporate Office: 14 Floor, Building 5A, Cyber City, DLF Phase-Ill, Gurugram , Haryana, (Iia), Boa: , Fax: , headoffice@dhanuka.com, Website: Regiered Office: 82, Abhinash Mansion Joshi Road, Karol Bagh, New Delhi , Ph. : CIN:L24219DL1985PLC020126

2 =.A Dhanuka Agritech Limited AN ISO 9001 : 2008 COMPANY cut-off date only shall be entitled to avail e facility of remote e-voting as well as voting at e AGM. The Company has appointed M/s. R&D Company Secretaries, to act as Scrutinizers for e Remote e-voting process a poll, if any, at e AGM in fair a transparent manner. The results of voting will be declared wiin 48 hours from e conclusion of e AGM a same along wi e Scrutinizers' Report will be published on e website of e Company ( a e website of e CDSL ( immediately after e declaration of result by e Chairman a e same will also be communicated to BSE Ltd. a e National Stock Exchange of Iia Limited. Notice is furer given at pursuant to Section 91 of e Companies Act, 2013, read wi Rule 10 of e Companies (Management a Adminiration) Rules, 2014 Regier of e Members a Share Transfer Books of e Company will remain closed from Wednesday, 1" day of Augu, 2018 to Friday, HI" day of Augu, 2018 (bo days inclusive), for e purpose of 33" 1 AGM a payment of Final Divide, if any, declared at e AGM. A copy of Notice sent to shareholders is attached for your perusal. Detailed Annual Report will be sent to you in due course. \Y/e hope you will fi e same in oer. Corporate Office: 14 Floor, Building 5A, Cyber City, DLF Phase-Ill, Gurugram , Haryana, {Iia), Boa: , Fax: , headoffice@dhanuka.com, Website: Regiered Office: 82, Abhinash Mansion Joshi Road, Karol Bagh, New Delhi , Ph. : CIN:L24219DL1985PLC020126

3 AN ISO 9001 : 2015 Company Dhanuka Agritech Limited Regd. Of ce: 82, Abhinash Mansion, 1 Floor, Joshi Road, Karol Bagh, New Delhi (Iia) Tel. No.: (011) /1/2 Website: ID: inveors@dhanuka.com CIN: L24219DL1985PLC NOTICE TO THE MEMBERS Notice is hereby given at e 33 Annual General Meeting (AGM) of e Members of Dhanuka Agritech Limited will be held at Mapple Emerald Hotel, Rajokri, National Highway-8, New Delhi on Friday e 10 day of Augu, 2018 at 10:30 A.M. to transact e following Businesses: ORDINARY BUSINESS: 1. To receive, consider a adopt e Staalone a Consolidated Audited Financial Statements for e Financial Year eed 31 March, 2018 togeer wi e Reports of e Auditors' a Directors' ereon. 2. To con rm e payment of Interim Divide on Equity Shares declared by e Boa of Directors of e Company. 3. To declare Final Divide for e Financial Year eed 31 March, To appoint a Director in place of Mr. Mahera Kumar Dhanuka (DIN: ), who retires by rotation a being eligible, offers himself for re-appointment. 5. To appoint a Director in place of Mr. Ashish Saraf (DIN: ), who retires by rotation a being eligible, offers himself for re-appointment. SPECIAL BUSINESS: 6. To consider appointment of Statutory Auditors to ll e casual vacancy a in is rega, if ought t, to pass following resolution wi or wiout modi cation(s) as an Oinary Resolution: RESOLVED THAT M/s. S.S. Koari Mehta & Co., Chartered Accountants, (Firm Regiration No N) be a are hereby appointed as Statutory Auditors of e Company to hold e of ce from 23 May, 2018 until e conclusion of 33 Annual General Meeting of e Company, to ll e casual vacancy caused by resignation of M/s. Ambani & Association LLP, Chartered Accountants, at such remuneration as may be xed by Boa of Directors on recommeation of e Audit Committee. 7. To consider appointment of Statutory Auditors for 5 (Five) years a in is rega, if ought t, to pass following resolution wi or wiout modi cation(s) as an Oinary Resolution: RESOLVED THAT pursuant to e provisions of Section 139 of e Companies Act, 2013 read wi e Companies (Audit a Auditors) Rules, 2014 a oer applicable provisions, if any, (including any atutory modi cation(s), clari cations, exemptions or re-enactments ereof for e time being in force) a on recommeation of e Audit Committee, M/s. S.S. Koari Mehta & Co., Chartered Accountants, (Firm Regiration No N) be a are hereby appointed as Statutory Auditors of e Company to hold of ce for a period of 5 (Five) years, from e conclusion of e 33 Annual General Meeting till e conclusion of e 38 Annual General Meeting of e Company to be held in e year 2023 at such remuneration as may be xed by e Boa of Directors on recommeation of e Audit Committee. RESOLVED FURTHER THAT any of e Director or Company Secretary of e Company, be a are hereby auorized to do such act, deeds a ings a to le necessary e-forms wi e concerned Regirar of Companies, to give effect to e aforementioned resolution. 8. To consider a ratify remuneration of Co Auditors a in is rega if ought t, to pass wi or wiout modi cation(s), e following Resolution as an Oinary Resolution: RESOLVED THAT pursuant to e provisions of Sections 141, 148 a oer applicable provisions, if any, of e Companies Act, 2013 a e Companies (Audit a Auditors) Rules, 2014, as ameed from time to time, e Company hereby rati es e remuneration of Rs. 2,20,000/- plus applicable taxes payable to M/s. S. Chaer & Associates, Co Accountants (Firm Regiration No ), who have been appointed as Co Auditors of e Company by e Boa of Directors to couct Co Audit of e Company for e Financial Year eing 31 March, RESOLVED FURTHER THAT e Boa of Directors of e Company be a is hereby auorized to do all such acts, deeds a ings as may be deemed necessary or expedient to give effect to is Resolution. 9. To consider appointment of Mr. Sanjay Saxena as an Iepeent Director a in is rega, if ought t, to pass wi or wiout modi cation(s), e following Resolution as an Oinary Resolution: RESOLVED THAT pursuant to e provisions of Sections 149, 152 a oer applicable provisions, if any, of e Companies Act, 2013 (Act) a Rules framed ereuer, read wi Schedule IV to e Act, as ameed from time to time, Mr. Sanjay Saxena (DIN: ), who has submitted a declaration ating at he meets e criteria for iepeence as provided in Section 149(6) of e Annual Report

4 Companies Act, 2013 read wi SEBI (Liing Obligations a Disclosure Requirements) Regulations, 2015 a who was appointed as Additional Director by e Boa of Directors, being eligible for appointment, be a is hereby appointed as a non-retiring Iepeent Director of e Company for a period of 5 (Five) consecutive years wi effect from 22 May, RESOLVED FURTHER THAT e Boa be a is hereby auorized to do all such acts, deeds a ings a execute all such documents, inruments a writings as may be required a to delegate all or any of its powers herein conferred to any Committee of Director(s) to give effect to e aforesaid resolution. 10. To re-appoint Mr. Arun Kumar Dhanuka as Whole time Director a in is rega, if ought t, to pass wi or wiout modi cation(s), e following resolution as Special Resolution: RESOLVED THAT pursuant to e provisions of Sections 196, 197, 198 a oer applicable provisions of e Companies Act, 2013 a e rules made ereuer (including any atutory modi cation or re-enactment ereof) read wi Schedule-V of e Companies Act, 2013 a pursuant to e recommeation of e Nomination a Remuneration Committee a consent of e Boa of Directors, approval of e Members of e Company be a is hereby accoed for re-appointment of Mr. Arun Kumar Dhanuka (DIN: ) as Whole time Director of e Company, for a period of 5 (Five) years from 1 Augu, 2018 to 31 July, 2023 (bo days inclusive) as well as e payment of salary, commission a perquisites (hereinafter referred to as remuneration ), upon e terms a coitions as detailed in e Explanatory Statement attached hereto, which is hereby approved a sanctioned wi auority to e Boa of Directors to alter a vary e terms a coitions of e said re-appointment a / or agreement in such manner as may be agreed to between e Boa of Directors a Mr. Arun Kumar Dhanuka. RESOLVED FURTHER THAT e remuneration payable to Mr. Arun Kumar Dhanuka, Whole time Director shall not exceed e overall ceiling of e total managerial remuneration as provided uer Section 197 of e Companies Act, 2013 or such oer limits as may be prescribed from time to time. RESOLVED FURTHER THAT e Boa be a is hereby auorized to do all such acts, deeds a ings a execute all such documents, inruments a writings as may be required a to delegate all or any of its powers herein conferred to any Committee of Director(s) to give effect to e aforesaid resolution. 11. To re-appoint Mr. Priya Brat, as an Iepeent Director for Seco Term a, if ought t, to pass wi or wiout modi cation(s), e following resolution as Special Resolution: RESOLVED THAT pursuant to e provisions of Sections 149 a 152 a oer applicable provisions, if any, of e Companies Act, 2013 framed ereuer, read wi Schedule IV of e Companies Act, 2013 a e Companies (Appointment a Quali cation of Directors) Rules, 2014 a e applicable provisions of SEBI (Liing Obligations a Disclosure Requirements) Regulations, 2015 as ameed from time to time, Mr. Priya Brat (DIN: ), who was appointed as an Iepeent Director a who holds of ce of Iepeent Director up to 19 May, 2019 a who meets e criteria for Iepeence, being eligible for re-appointment be a is hereby re-appointed as a non-retiring Iepeent Director on e Boa of e Company for Seco Term of 5 (Five) consecutive years w.e.f. 20 May, RESOLVED FURTHER THAT e Boa of Directors be a is hereby auorized to do all oer acts, deeds a ings as may be necessary in is rega. 12. To re-appoint Mr. Vinod Kumar Jain as an Iepeent Director for Seco Term a, if ought t, to pass wi or wiout modi cation(s), e following resolution as Special Resolution: RESOLVED THAT pursuant to e provisions of Sections 149 a 152 a oer applicable provisions, if any, of e Companies Act, 2013 framed ereuer, read wi Schedule IV of e Companies Act, 2013 a e Companies (Appointment a Quali cation of Directors) Rules, 2014 a e applicable provisions of SEBI (Liing Obligations a Disclosure Requirements) Regulations, 2015 as ameed from time to time, Mr. Vinod Kumar Jain (DIN: ), who was appointed as an Iepeent Director a who holds of ce of Iepeent Director up to 19 May, 2019 a who meets e criteria for Iepeence, being eligible for re-appointment be a is hereby re-appointed as a non-retiring Iepeent Director on e Boa of e Company for Seco Term of 5 (Five) consecutive years w.e.f. 20 May, RESOLVED FURTHER THAT e Boa of Directors be a is hereby auorized to do all oer acts, deeds a ings as may be necessary in is rega. 147 Dhanuka Agritech Limited

5 13. To re-appoint Mr. Iresh Narain as an Iepeent Director for Seco Term a, if ought t, to pass wi or wiout modi cation(s), e following resolution as Special Resolution: RESOLVED THAT pursuant to e provisions of Sections 149 a 152 a oer applicable provisions, if any, of e Companies Act, 2013 framed ereuer, read wi Schedule IV of e Companies Act, 2013 a e Companies (Appointment a Quali cation of Directors) Rules, 2014 a e applicable provisions of SEBI (Liing Obligations a Disclosure Requirements) Regulations, 2015 as ameed from time to time, Mr. Iresh Narain (DIN: ), who was appointed as an Iepeent Director a who holds of ce of Iepeent Director up to 19 May, 2019 a who meets e criteria for Iepeence, being eligible for re-appointment be a is hereby re-appointed as a non-retiring Iepeent Director on e Boa of e Company for Seco Term of 5 (Five) consecutive years w.e.f. 20 May, RESOLVED FURTHER THAT e Boa of Directors be a is hereby auorized to do all oer acts, deeds a ings as may be necessary in is rega. 14. To re-appoint Mrs. Asha Mura as an Iepeent Director for Seco Term a, if ought t, to pass wi or wiout modi cation(s), e following resolution as Special Resolution: RESOLVED THAT pursuant to e provisions of Sections 149 a 152 a oer applicable provisions, if any, of e Companies Act, 2013 framed ereuer, read wi Schedule IV of e Companies Act, 2013 a e Companies (Appointment a Quali cation of Directors) Rules, 2014 a e applicable provisions of SEBI (Liing Obligations a Disclosure Requirements) Regulations, 2015 as ameed from time to time, Mrs. Asha Mura (DIN: ), who was appointed as an Iepeent Director a who holds of ce of Iepeent Director up to 19 May, 2019 a who meets e criteria for Iepeence, being eligible for re-appointment be a is hereby re-appointed as a non-retiring Iepeent Director on e Boa of e Company for Seco Term of 5 (Five) consecutive years w.e.f. 20 May, RESOLVED FURTHER THAT e Boa of Directors be a is hereby auorized to do all oer acts, deeds a ings as may be necessary in is rega. 15. To re-appoint Mr. Om Prakash Khetan as an Iepeent Director for Seco Term a, if ought t, to pass wi or wiout modi cation(s), e following resolution as Special Resolution: RESOLVED THAT pursuant to e provisions of Sections 149 a 152 a oer applicable provisions, if any, of e Companies Act, 2013 framed ereuer, read wi Schedule IV of e Companies Act, 2013 a e Companies (Appointment a Quali cation of Directors) Rules, 2014 a e applicable provisions of SEBI (Liing Obligations a Disclosure Requirements) Regulations, 2015 as ameed from time to time, Mr. Om Prakash Khetan (DIN: ), who was appointed as an Iepeent Director a who holds of ce of Iepeent Director up to 19 May, 2019 a who meets e criteria for iepeence, being eligible for re-appointment be a is hereby re-appointed as a non-retiring Iepeent Director on e Boa of e Company for Seco Term of 5 (Five) consecutive years w.e.f. 20 May, RESOLVED FURTHER THAT e Boa of Directors be a is hereby auorized to do all oer acts, deeds a ings as may be necessary in is rega. 16. To consider a approve Related Party Transactions wi M/s. Dhanuka Marketing Company a in is rega, if ought t, to pass e following resolution wi or wiout modi cation(s) as an Oinary Resolution: RESOLVED THAT pursuant to e provisions of Section 188 a oer applicable provisions, if any, of e Companies Act, 2013 a Rules made ereuer (including any atutory modi cations or re-enactments ereof for e time being in force) a Regulation 23 of SEBI (Liing Obligations a Disclosure Requirements) Regulations, 2015, a subject to such oer approvals, as may be necessary, consent of e Members be a is hereby accoed to e Related Party Transactions at have been entered into or are proposed to be uertaken between e Company a M/s Dhanuka Marketing Company ( DMC ) for availing eir services as Clearing & Forwaing Agents of e Company's products a caretaker of e Company's operations in e ate of Ahra Pradesh a Telangana for a period of 5 (Five) Financial Years from Financial Year to Financial Year , being in oinary course of business, on terms a coitions as may be agreed upon between e Boa of Directors of e Company a DMC, for a on behalf of e Company. RESOLVED FURTHER THAT e Boa of Directors be a is hereby auorized to do all such acts, deeds a ings, including any amements / modi cations in terms from time to time, as may be necessary in is rega. 17. To consider a approve granting of Loan u/s 185 to M/s Annual Report

6 Dhanuka Laboratories Limited (DLL) a in is rega if ought t, to pass e following resolution wi or wiout modi cation(s) as Special Resolution: RESOLVED THAT pursuant to e provision of Section 185 a oer applicable provisions if any, of e Companies Act, 2013 a rules made ereuer (as may be ameed from time to time ('e Act'), a SEBI (Liing Obligations a Disclosure Requirements) Regulations, 2015 consent of e Members of e Company, be a is hereby accoed to grant loan to M/s. Dhanuka Laboratories Limited (DLL), a Company in which one or more Directors are intereed a which is a related party, up to an amount of Rs. 25 Crores (Rupees Twenty Five Crores Only) from time to time in one or more tranches for its Principal Business Activities on such terms a coitions as e Boa of Directors in discussion wi DLL may nalize. RESOLVED FURTHER THAT e Boa of Directors of e Company be a are hereby auorized to do all acts, deeds a ings in eir absolute discretion at may be considered necessary, proper a expedient or incidental for e purpose of giving effect to is resolution in e intere of e Company. Regiered Of ce: 82, Abhinash Mansion, 1 Floor, Joshi Road, Karol Bagh, New Delhi (Iia) Telephone No.: (011) /1/2 Website: ID: inveors@dhanuka.com CIN : L24219DL1985PLC By Oer of e Boa of Directors For Dhanuka Agritech Limited Sd/- Jyoti Verma Company Secretary a Compliance Of cer FCS-7210 Place : Gurugram Date : 22 May, Dhanuka Agritech Limited

7 NOTES: 1. A Member entitled to atte a vote at e Meeting is also entitled to appoint a Proxy to atte a vote on a Poll inead of himself / herself a such Proxy need not be a Member of e Company. Proxy form duly amped a executed, in oer to be effective, mu be received by e Company at its Regiered Of ce at lea 48 hours before e time when e Meeting is scheduled to begin. 2. Pursuant to Section 105(1) of e Companies Act, 2013, read wi Rule 19 of e Companies (Management a Adminiration) Rules, 2014, a person can act as Proxy on behalf of not more an Fifty Members a holding in aggregate not more an ten percent of e total Share Capital of e Company carrying voting rights. A person acting as Proxy for a Member holding more an ten percent of e total Share Capital of e Company carrying voting rights, will not act as Proxy for any oer Member. Proxy holder shall be presenting eir identity at e time of atteance at e AGM. 3. The Regier of Members a e Share Transfer Books will remain closed from Wednesday, 1 Augu, 2018 to Friday, 10 Augu, 2018 (bo days inclusive). 4. Divide for Financial Year Interim Divide Interim i.e. Rs. 2.00/- per Equity Share for each Equity Share having Face Value of Rs. 2.00/- each was paid during e FY to e Members whose names appeared in e Regier of Members of e Company as on e Reco Date i.e. 26 February, In respect of Equity Shares held in electronic form, e Interim Divide was paid on e basis of bene cial ownership as on e Reco Date i.e. 26 February, 2018 as per details furnished by e National Securities Depository Ltd. (NSDL) a Central Depositories Services (Iia) Ltd. (CDSL) for is purpose. 4.2 Final Divide Payment of Final i.e. Rs. 3.50/- per Equity Share for each Equity Share having Face Value of Rs. 2.00/- each for e Financial Year eed 31 March, 2018, as recommeed by e Boa, if approved at is Annual General Meeting, will be made to ose Members whose names appear in e Regier of Members of e Company as on Tuesday, 31 July, 2018, being e date prior to e Book Closure date. In respect of Equity Shares held in electronic form, e Final Divide will be paid on e basis of bene cial ownership as on Tuesday, 31 July, 2018, as per details furnished by e National Securities Depository Ltd. (NSDL) a Central Depositories Services (Iia) Ltd. (CDSL) for is purpose. 4.3 Maatory updation of Bank Details SEBI has maated at for making divide payments, companies whose securities are lied shall use electronic clearing services. Companies/RTAs are required to seek relevant bank details of shareholders from depositories/ inveors for making payment of divides in electronic mode. It is also maatory to print e bank details on e physical inrument if e payment is made in physical mode. Accoingly, shareholders are requeed to provide/update eir bank details wi e respective depository participants for e shares held in dematerialized form a wi RTA in respect of shares held in physical form. 5. Pursuant to e provisions of Section 72 of e Companies Act, 2013, e members holding shares in physical form may nominate, in e prescribed manner, a person to whom all e rights in e shares shall ve in e event of dea of e sole holder or all e joint holders. Members holding shares in demat form may contact eir respective Depository Participants for availing is facility. 6. Shareholders/ Proxies are requeed to produce at e entrance e attached Admission Slip, duly completed a signed in accoance wi e Specimen Signatures regiered wi e Company, for admission to e Annual General Meeting hall. 7. Documents referred to in is Notice will be available for inspection by e Members at e Regiered Of ce of e Company from 11:00 A.M. to 1:00 P.M. on all working days prior to e date of e Annual General Meeting a will also be available for inspection at e venue of e Annual General Meeting. 8. Corporate Members inteing to se eir Auorized Representatives are requeed to se a duly Certi ed Copy of e Boa Resolution auorizing eir representatives to atte a vote at e Annual General Meeting togeer wi Specimen Signature of Auorized Representative. 9. Members desirous of getting any information about e Accounts uer reference a operations of e Company should address eir query to e Company Secretary so at e same may reach her at lea 7 (Seven) days before e date of e Meeting to enable e Management to keep e information ready. 10. In view of e provisions of Section 125 of e Companies Act, 2013, unclaimed/ unpaid Divide for e Financial Year shall be transferred to Inveor Education a Protection Fu (IEPF) in e mon of September, Members, who have not yet encashed eir Divide for e Financial Year eed 31 March, 2011 or any subsequent Financial Year(s), are requeed to lodge eir claims wi e Company. Annual Report

8 11. Pursuant to e Sections 20, 101 a 136 of e Companies Act, 2013 a Rules made ereuer, Companies are allowed to se notices / documents in electronic form to eir Members. To enable e Company to se its Annual Report, Notice of AGM a oer documents for e Financial Year eed 31 March, 2018 electronically. Members are requeed to update eir IDs wi eir Depository Participants in case e Shares are held in e electronic form or e Regirar & Share Transfer Agent of e Company, in case e Shares are held in e physical form a acco eir consent for receiving documents rough electronic mode. 12. The Company is pleased to provide e Remote e-voting facility to Members to enable em to exercise eir right to vote rough electronic means, in pursuance of Section 108 of e Companies Act, 2013 a e Rules made ereuer. The facility of voting rough ballot paper shall be available at e AGM venue a Members atteing e Meeting who have not caed eir votes via Remote e-voting shall be able to exercise eir voting right at AGM. The Members who have already caed eir vote rough Remote e-voting may atte e AGM but can not ca eir vote again by ballot. 13. The Company has appointed M/s. R & D, Company Secretaries, to act as e Scrutinizer, for coucting e scrutiny of e votes. The Company has entered into an arrangement wi Central Depository Services (Iia) Limited (CDSL) for facilitating Remote e-voting for Annual General Meeting. The Members desiring to vote rough electronic mode may refer to e detailed procedure on Remote e-voting given hereinafter. 14. Remote e-voting Inructions: (i) Remote e-voting period will commence on Tuesday, 7 Augu, 2018 (IST 9:00 a.m) a will e on Thursday, 9 Augu, 2018 (IST 5:00 p.m). During is period Shareholders of e Company, holding Shares eier in physical form or in dematerialized form, as on cut-off date for Remote e-voting i.e. Friday, 3 Augu, 2018 are entitled to vote on e resolutions set for in is Notice. The Remote e-voting module shall be disabled by CDSL for voting ereafter. (ii) The Shareholders should log on to e e-voting website (iii) Click on Shareholders / Members. (iv) Now Enter your User ID a. For CDSL: 16 digits bene ciary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number regiered wi e Company. (v) Next enter e Image Veri cation as displayed a Click on Login. (vi) If you are holding shares in demat form a had logged on to a voted on an earlier voting of any Company, en your exiing passwo is to be used. (vii) If you are a r time user follow e eps given below: For Members holding shares in Demat Form a Physical Form PAN Divide Bank Details OR Date of Bir (DOB) Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for bo demat shareholders as well as physical shareholders) Members who have not updated eir PAN wi e Company / Depository Participant are requeed to use e r two letters of eir name a e 8 digits of e sequence number in e PAN Field. In case e sequence number is less an 8 digits enter e applicable number of 0's before e number after e r two characters of e name in CAPITAL letters. Eg. If your name is Ramesh Kumar wi sequence number 1 en enter RA in e PAN Field. Enter e Divide Bank Details or Date of Bir (in dd/mm/yyyy format) as recoed in your demat account or in e Company recos in oer to login. If bo e details are not recoed wi e depository or Company please enter e Member id / folio number in e Divide Bank details eld as mentioned in inruction (iv). (viii) After entering ese details appropriately, click on SUBMIT tab. (ix) Members holding Shares in physical form will en directly reach e Company selection screen. However, Members holding Shares in demat form will now reach 'Passwo Creation' menu wherein ey are required to maatorily enter eir login passwo in e new passwo eld. Kily note at is passwo is also to be used by e demat holders for voting for resolutions of any oer Company on which ey are eligible to vote, provided at Company opts for e-voting rough CDSL platform. It is rongly recommeed not to share your passwo wi any oer person a take utmo care to keep your passwo con dential. 151 Dhanuka Agritech Limited

9 (x) For Members holding Shares in physical form, e details can be used only for e-voting on e resolutions contained in is Notice. (xi) Click on e EVSN of Dhanuka Agritech Limited on which you choose to vote. (xii) On e voting page, you will see RESOLUTION DESCRIPTION a again e same e option YES / NO for voting. Select e option YES or NO as desired. The option YES implies at you assent to e resolution a option NO implies at you dissent to e resolution. (xiii) Click on e RESOLUTIONS FILE LINK if you wish to view e entire resolution details. (xiv) After selecting e resolution you have decided to vote on, click on SUBMIT. A con rmation box will be displayed. If you wish to con rm your vote, click on OK, else to change your vote, click on CANCEL a accoingly modify your vote. (xv) Once you CONFIRM your vote on e resolution, you will not be allowed to modify your vote. (xvi) You can also take a print of e votes ca by clicking on Click here to print option on e voting page. (xvii) If a demat account holder has forgotten e changed login passwo en enter e User ID a e image veri cation code a click on Forgot Passwo & enter e details as prompted by e syem. (xviii) Shareholders can also ca eir vote using CDSL's mobile app m-voting available for aroid based mobiles. The m- Voting app can be downloaded from Google Play Store. Apple a Wiows phone users can download e app from e App Store a e Wiows Phone Store respectively. Please follow e inructions as prompted by e mobile app while voting on your mobile. (xix) Note for Non Iividual Shareholders a Cuodians v Non-Iividual shareholders (i.e. oer an Iividuals, HUF, NRI etc.) a Cuodian are required to log on to a regier emselves as Corporate. v A scanned copy of e Regiration Form bearing e amp a sign of e entity should be ed to helpdesk.evoting@cdsliia.com. v After receiving e login details a Compliance User should be created using e admin login a passwo. The Compliance User would be able to link e account(s) for which ey wish to vote on. v The li of accounts linked in e login should be mailed to helpdesk.evoting@cdsliia.com a on approval of e accounts ey would be able to ca eir vote. v A scanned copy of e Boa Resolution a Power of Attorney (POA) which ey have issued in favour of e Cuodian, if any, should be uploaded in PDF format in e syem for e scrutinizer to verify e same. (xx) In case you have any queries or issues regaing Remote e-voting, you may refer e Frequently Asked Queions ( FAQs ) a Remote e-voting manual available at uer help section or write an to helpdesk.evoting@cdsliia.com or contact of cial designated to address e grievances in is rega: Mr. Rakesh Dalvi, Manager at Phone no (xxi) Any person, who acquires Shares of e Company a become Member of e Company after dispatch of e Notice a holding Shares as on e cut-off date for Remote e-voting i.e. Friday, 3 Augu, 2018, may follow e same inructions as mentioned above for Remote e-voting. 15. The Securities a Exchange Boa of Iia has maated submission of Permanent Account Number (PAN) by every participant in securities market. Members holding Shares in demat form are, erefore, requeed to submit PAN details to e Depository Participants wi whom ey have demat accounts. Members holding Shares in physical form can submit eir PAN details to e Company's Regirar & Share Transfer Agent, M/s. Abhipra Capital Limited, quoting eir Folio number. 16. Explanatory Statement pursuant to e Section 102 of e Companies Act, 2013 in respect of Item No. 6 to 17 of e Notice (in respect of Special Business to be transacted at e Meeting) is annexed hereto. 17. The Scrutinizer shall after e conclusion of voting at e Annual General Meeting, will r count e votes ca at e Meeting a ereafter unblock e votes ca rough Remote e-voting in e presence of at lea two witnesses not in e employment of e Company a shall make, not later an 48 hours of e conclusion of e Annual General Meeting, a Consolidated Scrutinizers' Report of e total votes ca in favour or again, if any, to e Chairman or a person auorized by him in writing, who shall countersign e same a declare e result of e voting forwi. 18. The results of voting will be declared a e same along wi e Scrutinizers' Report will be available on e website of e Company ( a e website of CDSL ( immediately after e declaration of result by e Chairman a e same will also be communicated to BSE Limited a e National Stock Exchange of Iia Limited wiin 48 hours from e conclusion of e Annual General Meeting. Annual Report

10 Explanatory Statements (Pursuant to e Section 102 of e Companies Act, 2013 a oer applicable provisions) The following Explanatory Statement sets out all e material facts, relevant to e items of e Special Business contained in e Notice. Item No. 6 & 7 Appointment a Remuneration of Statutory Auditors The Members of e Company at its 32 Annual General Meeting (AGM) held on Thursday, 10 Augu, 2017 had appointed M/s. Ambani & Associates LLP, Chartered Accountants, (Firm Regiration No: N) as Statutory Auditors of e Company to hold of ce from e conclusion of 32 AGM till e conclusion of 37 AGM of e Company subject to rati cation of e appointment by e Members at every AGM held after e 32 AGM of e Company. M/s. Ambani & Associates LLP, Chartered Accountants, (Firm Regiration No: N) vide eir letter dated 22 May, 2018 have resigned from e position of Statutory Auditors of e Company, effective from 23 May, 2018, resulting into a casual vacancy in e of ce of Statutory Auditors of e Company as envisaged by Section 139(8) of e Companies Act, They have coucted Statutory Audit for Financial Year a have submitted eir Report in e Meeting of e Boa of Directors held on 22 May, 2018 where e Financial Statements were approved by e Boa. The Boa of Directors at its Meeting held on 22 May, 2018, at e recommeation of e Audit Committee, a pursuant to e provision of Section 139(8) of e Companies Act, 2013, has appointed M/s. S.S. Koari Mehta & Co., Chartered Accountants, (Firm Regiration No N), to hold of ce as Statutory Auditors of e Company to ll casual vacancy caused by resignation of M/s. Ambani & Associates LLP, Chartered Accountants. M/s. S.S. Koari Mehta & Co., Chartered Accountants, (Firm Regiration No N) shall hold of ce upto e conclusion of 33 AGM. Since, M/s. S.S. Koari Mehta & Co., Chartered Accountants shall hold of ce only upto e conclusion of 33 AGM, e Boa of Directors at its Meeting held on 22 May, 2018, on e recommeation of e Audit Committee a pursuant to Section 139 of e Companies Act, 2013 read wi e Companies (Audit a Auditors) Rules, 2014 a oer applicable provisions if any, appointed a recommeed e appointment of M/s. S.S. Koari Mehta & Co., Chartered Accountants, (Firm Regiration No N), as Statutory Auditors of e Company to hold of ce for a period of 5 (Five) years, from e conclusion of e 33 AGM, till e conclusion of e 38 AGM of e Company a has approved eir remuneration. The Company has received consent letter a Eligibility Certi cate from M/s. S.S. Koari Mehta & Co., Chartered Accountants, (Firm Regiration No N), to act as Statutory Auditors of e Company in place of M/s. Ambani & Associates LLP, Chartered Accountants, (Firm Regiration No: N), along wi a con rmation ating at, eir appointment, if made, would be wiin e limits prescribed uer e Companies Act, Accoingly, consent of e Members is sought by way of Oinary Resolution as set out in Item No. 6 a 7 of e Notice for appointment a payment of remuneration to e Statutory Auditors. None of e Directors, Key Managerial Personnel a eir relatives are in any way, concerned or intereed, nancially or oerwise, in e aforesaid Oinary Resolution. The Boa recommes Resolution set out in item No. 6 a 7 of e Notice for approval of e Members by way of Oinary Resolution. Item No. 8 Rati cation of Remuneration of Co Auditor In accoance wi e provisions of Section 148 of e Companies Act, 2013 a Rules framed ereuer, e Boa of Directors, at e recommeation of e Audit Committee, in eir Meeting held on 22 May, 2018 had considered a approved appointment of Co Auditors, M/s. S. Chaer & Associates, Co Accountants as Co Auditors of e Company for e Financial Year to carry out Audit of Co Accounts of e Company relating to Agro-Chemical Manufacturing Activities, at a remuneration of Rs. 2,20,000/- subject to con rmation of Members at e ensuing Annual General Meeting. Accoingly, consent of e Members is sought for passing an Oinary Resolution as set out at Item no. 8 of e Notice to e remuneration payable to e Co Auditors for e Financial Year None of e Directors a Key Managerial Personnel of e Company or eir relatives are in any way concerned or intereed in is resolution. The Boa recommes resolution set out in item No. 8 of e Notice for approval of e Members by way of Oinary Resolution. Item No. 9 Appointment of Mr. Sanjay Saxena as an Iepeent Director On e recommeation of e Nomination a Remuneration Committee, e Boa Members have appointed Mr. Sanjay Saxena as non-retiring Additional Director (Iepeent Category) in its Meeting held on 22 May, He shall hold 153 Dhanuka Agritech Limited

11 e of ce upto e date of 33 Annual General Meeting a is eligible for being appointed as an Iepeent Director. Mr. Sanjay Saxena, is Bachelor in Commerce a holds Associate Membership of Initute of Co a Management Accountant (ICMA) of Iia. He has also done Po Graduate Diploma in Urban Management a Planning a in Advance Software Applications. He is having over 25 years of rich experience (International) of working as Development Sector Consultant. His work has spanned four ematic areas Governance, e-governance, Public Financial Management (PFM) a Monitoring & Evaluation (M&E). He has applied is subject matter expertise across a range of diverse sectors such as Urban Development, Tourism Development, Rural Development, Infraructure Development, Water a Sanitation, Skills Development, Education, Heal, etc. He has worked on over a hured development sector projects in over 23 Countries. The Boa of Directors is of opinion at Mr. Sanjay Saxena meets e criteria of Iepeence a ful lls e coitions for appointment as Iepeent Director in terms of e Regulation 25 of SEBI (Liing Obligations a Disclosure Requirements) Regulations, 2015 a Section 149 of e Companies Act, He has also submitted his willingness to act as Director of e Company. Considering his rich experience, Members are requeed to consider his caidature for Iepeent Director. Mr. Saxena shall hold of ce for a period of 5 (Five) years wi effect from 22 May, The Company has received following documents from Mr. Sanjay Saxena proposed to be appointed as Iepeent Director: I) Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of e Companies (Appointment & Quali cation of Directors) Rules, ii) Intimation in Form DIR-8 in terms of Companies (Appointment & Quali cation of Directors) Rules 2014, to e effect at he is not disquali ed uer Section 164(2) of e Companies Act, iii) A declaration to e effect at he meets e criteria of Iepeence as provided in Section 149(6) of e Companies Act, 2013 read wi SEBI (Liing Obligations a Disclosure Requirements) Regulations, A copy of appointment letter of Mr. Sanjay Saxena as Iepeent Director, setting out his terms a coitions would be open for inspection by any Member wiout any fee, at e Regiered Of ce of e Company during normal business hours on any working day a shall also be available for inspection roughout e continuance of 33 Annual General Meeting. None of e Directors a Key Managerial Personnel of e Company or eir relatives are in any way concerned or intereed wi is resolution. The Boa hereby recommes e resolution as set out at Item No. 9 for consideration a approval of e members of e Company by way of Oinary Resolution. Item No. 10 To re-appoint Mr. Arun Kumar Dhanuka as Whole time Director The Shareholders in eir 28 Annual General Meeting held on 12 day of Augu, 2013 re-appointed Mr. Arun Kumar Dhanuka as Whole time Director of e Company for a period of 5 (Five) years from 1 Augu, 2013 to 31 July, 2018 (bo days inclusive). As per e provisions of Sections 196, 197, 198 read wi Schedule-V of e Companies Act, 2013, Mr. Arun Kumar Dhanuka is eligible to be re-appointed as e Whole time Director of e Company. Since his term as Whole time Director shall expire on 31 July, The Members may consider re-appointing him as e Whole time Director of e Company for a furer period of 5 (Five) years from 1 Augu, 2018 to 31 July, 2023 (bo days inclusive). The Boa of Directors, based on e recommeations of e Nomination a Remuneration Committee in eir Meeting held on 14 February, 2018, subject to Shareholders' approval has re-appointed Mr. Arun Kumar Dhanuka as Whole time Director of e Company for a period of 5 (Five) years from 1 Augu, 2018 to 31 July, 2023 (bo days inclusive) as per e terms a coitions set out in e Agreement as placed before e Shareholders for eir approval. The Company has received following documents from Mr. Arun Kumar Dhanuka proposed to be appointed as Whole time Director of e Company: i) Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Quali cation of Directors) Rules, ii) Intimation in Form DIR-8 in terms of Companies (Appointment & Quali cation of Directors) Rules 2014, to e effect at he is not disquali ed uer Section 164(2) of e Companies Act, The material terms a coitions proposed in e said Agreement are mentioned herein below for consideration of Members: A. Salary : Rs. 7,75,000 (Rupees Seven Lacs Seventy Five Thousas only) p.m. in e salary range of Rs. 7,75,000 75,000 10,75,000 p.m. wi e auority granted to e Boa of Directors, on e recommeations of e Nomination a Annual Report

12 Remuneration Committee, to revise e salary every year by Rs. 75,000 p.m., subject to e ceiling of Rs. 10,75,000 p.m. B. Commission % of e Net pro ts of e Company computed uer Section 198 of e Companies Act, 2013 C. Perquisites : Category 'A': i) Reimbursement of medical expenses for self a family, actually incurred, subject to e limit at e total co to e Company will not exceed one mon's salary in a year or ree mons' salary in a block of ree years excluding perquisites; ii) Leave travel concession for self a family not exceeding 15 days salary, once in a year. The perquisite will be taxed in accoance wi e provisions of e Income-Tax Rules; iii) Membership fee of not more an two clubs provided no life Membership fee or admission fee will be paid by e Company; iv) Personal accident insurance, subject to e coition at annual premium will not exceed Rs. 7,50,000 per annum; Category 'B': I) Company's contribution towas Provident Fu, subject to e ceiling of 12% of e salary; ii) Gratuity payable to an approved Gratuity Fu, which will not exceed one half mon's salary for each completed year of service or part ereof in excess of six mons, subject to a ceiling of Rs.10,00,000 or as laid down in e Income Tax Rules, 1962, whichever is lower. Category 'C': i) Provision of fully-furnished rent-free accommodation for self a family; ii) Provision of one car for of cial a personal use; a iii) Provision of mobile phones, telephones at residence, etc. for of cial a personal use; subject to maximum limit of Rs. 10,000 p.m. in aggregate. Minimum Remuneration: Notwiaing anying to e contrary contained herein, where in any Financial Year, during e currency of tenure of Mr. Arun Kumar Dhanuka, Whole time Director of e Company has no pro ts or its pro ts are inadequate, e Company will pay remuneration by way of salary a perquisites, as may be approved by e Boa, on e recommeation of e Nomination a Remuneration Committee of e Boa of Directors, but subject to e limits prescribed in Schedule V to e Companies Act, The copy of e Agreement referred to in e Resolution is available for inspection of e Members at e Regiered Of ce of e Company on any working day during business hours a will also be available for inspection roughout e continuance of e 33 Annual General Meeting. This shall also be treated as an abract of e terms of e Contract / Agreement as to e nature of concern or intere of e Directors pursuant to Section 190 of e Companies Act, The aforesaid terms & coitions governing remuneration of Mr. Arun Kumar Dhanuka fall wiin e parameters as prescribed in Schedule-V to e Companies Act, 2013 as ameed upto date hence only Shareholders' approval is required a no approval of e Central Government is necessary in is case. None of e Directors a Key Managerial Personnel of e Company or eir relatives are in any way concerned or intereed wi is resolution. The Boa hereby recommes e resolution as set out at Item No. 10 for consideration a approval of Members of e Company by way of Special Resolution. Item No. 11 to 15 Re-appointment of Iepeent Directors for a Seco Term of 5 (Five) consecutive years on e Boa of e Company Section 149(10) of e Companies Act, 2013 provides at an Iepeent Director shall hold of ce for a term of up to 5 (Five) consecutive years on e Boa a shall be eligible for re-appointment for Seco Term of 5 (Five) consecutive years on passing a Special Resolution by e Company a disclosure of such appointment in its Boas' Report. Section 149(11) provides at an Iepeent Director may hold of ce for up to 2 (Two) consecutive terms. Pursuant to e provisions of Section 149 of e Companies Act, 2013 read wi e Companies (Appointment a Quali cation of Directors) Rules, 2014 a e erwhile Clause 49 of e Liing Agreements wi e ock exchanges, Mr. Priya Brat (DIN: ), Mr. Vinod Kumar Jain (DIN: ), Mr. Iresh Narain (DIN: ), Mrs. Asha Mura (DIN: ) a Mr. Om Prakash Khetan (DIN: ) were appointed as an Iepeent Directors on e Boa of e Company for a period of 5 (Five) consecutive years w.e.f 20 May, They shall hold of ce as an Iepeent Directors of e Company up to 19 May, 2019 ( Fir Term in line wi e explanation to Sections 149(10) a 149(11) of e Act). The Nomination a Remuneration Committee of e Boa of Directors, on e basis of e report of performance evaluation of Iepeent Directors, has recommeed reappointment of Mr. Priya Brat, Mr. Vinod Kumar Jain, Mr. Iresh Narain, Mrs. Asha Mura a Mr. Om Prakash 155 Dhanuka Agritech Limited

13 Khetan as an Iepeent Directors for Seco Term of 5 (Five) consecutive years on e Boa of e Company. This appointment shall be effective from 20 May, 2019 up to 19 May, On e recommeation of e Nomination a Remuneration Committee, based upon e performance evaluation of Iepeent Directors a e Boa considers at, given eir backgrous, rich experiences of diversi ed sectors a contributions made by em during eir tenure, e continued association of Mr. Priya Brat, Mr. Vinod Kumar Jain, Mr. Iresh Narain, Mrs. Asha Mura a Mr. Om Prakash Khetan would be bene cial to e Company a it is desirable to continue to avail eir services as Iepeent Directors. Accoingly, e Boa has recommeed reappointment of Mr. Priya Brat, Mr. Vinod Kumar Jain, Mr. Iresh Narain, Mrs. Asha Mura a Mr. Om Prakash Khetan as an Iepeent Directors of e Company, not liable to retire by rotation a for Seco Term of 5 (Five) consecutive years on e Boa of e Company effective from 20 May, Section 149 of e Act a provisions of e SEBI (Liing Obligations a Disclosure Requirements) Regulations, 2015 ( Liing Regulations ) inter alia prescribe at an Iepeent Director of a Company shall meet e criteria of Iepeence as provided in Section 149(6) of e Companies Act, Mr. Priya Brat, Mr. Vinod Kumar Jain, Mr. Iresh Narain, Mrs. Asha Mura a Mr. Om Prakash Khetan are not disquali ed from being appointed as Directors in terms of Section 164 of e Companies Act, 2013 a have given eir consent to act as Directors a all of em have also given declarations at ey meet wi e criteria of Iepeence as prescribed uer sub-section (6) of Section 149 of e Companies Act, 2013 a uer Liing Regulations (as ameed from time to time). In e opinion of e Boa, all e above Five Directors meet e criteria of Iepeence a quali es for appointment as an Iepeent Directors. Furer, in terms of Regulation 17(1A) of SEBI (Liing Obligations a Disclosure Requirements) (Amement) Regulations, 2015, no lied entity shall appoint or continue a person as a Non-Executive Director wi effect from 1 April, 2019, who has attained e age of 75 years unless a Special Resolution is passed in is rega. As term of Mr. Priya Brat, aged 82 years a Mr. Om Prakash Khetan aged 84 years is expiring on 19 May, 2019, eir re-appointment is recommeed to e Members. Bo are very energetic, enusiaic a actively engaged in providing eir guidance from time to time, so as to run e operations of e Company in better a successful manner. Details of Directors whose re-appointment as an Iepeent Directors for Seco Term are provided in e Annexure to e Notice pursuant to e provisions of (i) e Liing Regulations a (ii) Secretarial Staa on General Meetings ( SS-2 ), issued by e Initute of Company Secretaries of Iia (ICSI). Copy of draft letters of re-appointment of Mr. Priya Brat, Mr. Vinod Kumar Jain, Mr. Iresh Narain, Mrs. Asha Mura a Mr. Om Prakash Khetan setting out e terms a coitions of appointment shall be available for inspection by e Members at e Regiered Of ce of e Company. Mr. Priya Brat, Mr. Vinod Kumar Jain, Mr. Iresh Narain, Mrs. Asha Mura a Mr. Om Prakash Khetan are intereed in e resolutions set out respectively at Item Nos. 11, 12, 13, 14 a 15 of e Notice wi rega to eir respective re-appointments. Save a except e above, none of e oer Directors / Key Managerial Personnel of e Company / eir relatives are, in any way, concerned or intereed, nancially or oerwise, in ese resolutions. This atement may also be regaed as an appropriate disclosure uer e Liing Regulations. The Boa recommes e Resolutions set out at Item Nos. 11, 12, 13, 14 a 15 of e Notice for approval by e Members by way of Special Resolutions. Item No. 16 Related Party Transactions As per e provisions of Section 188 of e Companies Act, 2013, Related Party Transactions which are not in e oinary course of business or at arm's leng shall require approval of Members by way of Oinary Resolution. M/s. Dhanuka Marketing Company ( DMC ) is a related party wiin e de nition of Section 2(76) of e Companies Act, 2013, as Mr. Ram Gopal Agarwal, Chairman a Mr. Mahera Kumar Dhanuka, Managing Director are broers of Mr. S.N. Agarwal, partner of DMC. DMC is working as C&F Agent in Ahra Pradesh since DMC has been providing Clearing & Forwaing Agent services to M/s. Norern Minerals Limited (presently Dhanuka Agritech Limited ) since DMC has rong network of dealers / diributors in e ate of Ahra Pradesh a Telangana a in addition, provides various value added services to e Company in relation to marketing & promotional activities. It is proposed at DMC continue to act as C&F Agent a caretaker of e Company's operations in e States of Ahra Pradesh a Telangana for a period of 5 (Five) Financial Years from FY to FY Hence, e approval of e Members is being sought for is Related Party Transaction. Hiorically, e Company's sales have been highe in e ate of Ahra Pradesh a Telangana, specially for its important high margin products. DMC has been managing total Branch operations, including aff management in marketing a at Branch, maintaining coial relations wi dealers/ diributors a entire sales related operations in e ate of Ahra Pradesh a Telangana for e Company since The aforesaid matter has been approved by e Boa of Directors of e Company, at e recommeation of e Audit Committee, in its Meeting held on 22 May, Annual Report