NSE ●BSE ●
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) |
| Mr. Ram Gopal Agarwal | 3rd August 2024 | Cessation as Chairman and Whole Time Director of the company |
Committee(s) of Directors
| Name of the Directors | 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.Mahendra Kumar Dhanuka - Chairman, Mr. Bajrang Lal Bajaj-Member, Mr. Ashish Saraf - Member. |
| Banking, Finance and Operations Committee | Mr.Mahendra Kumar Dhanuka, Chairman, 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
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 2024-25 is given as below:
In Dhanuka, Familiarization Programmes for Independent Directors are conducted on regular basis and presentations are made by the management Team 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 updates 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 2024-25 | Cumulative till Financial Year 2024-25 | ||||
|---|---|---|---|---|---|---|
| No. of Programme conducted during the Financial year 2024-25 | No. of Programme Attended during the Financial year 2024-25 | No. of hours spend in programmes for the Financial year 2024-25 | No. of Programme conducted till the Financial year 2024-25 | No. of hours spend in programmes till the Financial year 2024-25 | No. of hours spend in programmes till the Financial year 2024-25 | |
| Mr. Sachin Kumar Bhartiya | 1 | 0 | 0 | 13 | 6 | 6 |
| Mr. Sanjay Saxena | 1 | 1 | 1 | 12 | 9 | 9 |
| Mr. Bajrang Lal Bajaj | 1 | 1 | 1 | 8 | 6 | 6 |
| Mrs. Namrata Gupta | 1 | 1 | 1 | 9 | 9 | 9 |
| Mr. Siraj Ajmat Chaudhry | 1 | 0 | 0 | 9 | 7 | 7 |
| Mr. Satish Kumar Gupta | 1 | 1 | 1 | 1 | 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
An Orientation Program for new Directors will be conducted upon induction in the Board, which will include:
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
