Dhanuka Agritech Limited ��====================================================

Online

Date: December 20, 2018

Listing Department National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G. Block, Bundra- Kurla Complex, Baudra East, Mumhai-400 051

The Department of Corporate Services-Listing The Bum bay Stock Exchange Ltd. Phirozc Jcejccbhoy Towers, Dalal Street, Mumbai- 400 001

Securities and Exchange Board of India Corporation Fin ance Department Division of Corporate Restructuring Plot No. C4-A, 'G' Block, 13andra Kurla Complex, 13andra (East), Mumbai-400 051

Ref: Symbol- DHANUKA

Scrip Code: 507717

Sub: Buyback of fully paid up Equity Shares of face Value of Rs. 2/- (Rupees Two only) each throng-ha Tender Offer route by M/s. Dhanuka Agritech Limited (the "Com12Jl!!Y.5

DearSir,

\Xlil'i1 respect ro the captioned Buy-Bock offer, in terms of Regulation 5(2) of the Sl-:111 (Buy-Back ·>I Sccuri tics) R.t:gul::11·icH1s, I 9981 as amended ("Buy-Back H.cgu latious"), \VL' here by l'11clc '�L· :, cc 1·t i lied I rue copy of the Resolution passed by the shareholders of the Company rlirough Postal llallot/ remote e-votj11g, the results or which were declared on December 20, 2018.

It is requested to rake note of the same and acknowledge receipt of rhis intim .. ition.

Thanking You, Yours faithfully,

I ·'.ncl: a/a

Corporate Office: 14• Floor, Building 5A, Cyber City, DLF Phase-Ill, Gurugram-122002, Haryana (India) Tel.: +91-124-3838 500, E-mail: [email protected], Website: www.dhanuka.com Registered Office: 82, Abhlnash Mansion, Joshi Road, Karol Bagh, New Delhl-110005, Ph.: +91 011-23534551, 011-23534557 CIN:L24219DL1985PLC020126

Dh anukaA gritech Limital

Great Place

Work Certified

$BY$ COPY OF SPECIAL. RESOLUTION PASSED CERTIFIED TRUE THE SHAREHOLDERS OF THE COMPANY M/S. DHANUKA AGRITECH I LIMITED THROUGH POSTAL BALLOT ON WEDNESDAY, THE 19TH DAY OF DECEMBER, 2018

TO CONSIDER AND APPROVE BUY-BACK OF EQUITY SHARES OF THE COMPANY

"RESOLVED THAT pursuant to Article 12 of the Articles of Association of the Company and the provisions of Sections 68, 69,70 and 110 and all other applicable provisions, if any, of the Companies Act, 2013, as amended ("Act"), the Companies (Share Capital and Debentures) Rules, 2014, the Companies (Management and Administration) Rules, 2014, to the externt applicable, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in compliance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 ("Buy-Back $Regulation_s$ , as amended from time to time, Foreign Exchange Management Act, 1999 and the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 and the rules and regulations framed thereunder("FEMA") and subject to such other approvals, permissions, sanctions and exemptions as may be necessary and subject to such conditions and modifications, if any, as may be prescribed or imposed by the appropriate authorities while granting such approvals, permissions, sanctions and exemptions, which may be agreed to by the Board of Directors of the Company, which expression shall include any Committee constituted/to be constituted by the Board to exercise its powers (the "Board") including the powers conferred by this resolution), consent of the Members be and is hereby accorded for Buy-Back by the Company of its fully paid-up Equity Shares of face value of Rs. 2/- (Rupces Two Only) each ("Equity Shares") at a price to be finalized by the Board/ Committee appointed for this purpose at a premium over the daily average of the closing prices of equity shares of the Company quoted on the BSE Limited/National Stock Exchange of India Limited during the two-weeks preceding the date of the Buy-Back Committee meeting, post shareholders' approval, subject to such final price not exceeding Rs. 550/-(Rupees Five Hundred & Fifty Only) per Equity Share payable ("Maxitm.Im Buy-Back Price") in cash for an aggregate consideration not exceeding Rs. 82.50 Crores (Rupees Eighty Two Crores & Fifty Lakhs Only) excluding expenses incurred or to be incurred for the buy-back like filing fee payable to Securities and Exchange Board of India, advisors' fees, public announcement, publication expenses, printing and dispatch expenses, other transaction costs viz. brokerage, applicable taxes such as Securities Transaction Tax, Goods and Service Tax, Stamp Duty, etc. ("Maximum Buy-Back Size"), which represents 13.12% of the aggregate of the paid-up equity share capital and free reserves as per the latest audited standalone financial statements of the Company as on March 31, 2018, out of the free reserves of the Company and/or such other source as may be permitted by the Buy-Back Regulations or the Act, from the members of the Company, as on the Record Date, to be announced by the Board ("Record Date"), on a proportionate basis, provided that 15% (fifteen percent) of the number of Equity Shares which the Company proposes to Buyback or number of Equity Shares entitled as per the shareholding of small shareholders as on the record date, whichever is higher, shall be reserved for the small shareholders in accordance with the provisions of the Buy-Back through the Tender Offer route as prescribed under the Buy-back Regulations and circulars issued thereunder, including the "Mechanism for acquisition of shares through Stock Exchange" notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with the circulars issued in relation thereto, including the circular CFD/DCR2/CIR/P/2016/131 dated December 09, 2016, or such other mechahism, for the Buy-Back through Tender Offer route, as may be applicable ("Buy-Back")."

Corporate Office: 14" Floor, Building 5A, Cyber City, DLF Phase-III, Gurugram-122002, Haryana (India) Tel: +91-124-3838 500, E-mail: [email protected], Website: www.dhanuka.com Registered Office: 82, Abhinash Manslon, Joshi Road, Karol Bagh, New Delhi-110005, Ph.: +91 011-23534551, 011-23534557 CIN:L24219DL1985PLC020126

"RESOLVEDFURTHERTHAT the total number of Equity Shares to be bought back would hence be 15,00,000 (Fifteen Lakhs) Figuity Shares (representing 3.06% of the total issued and paid up equity share capital of the Company) or higher depending upon the final Buy-Back Offer Price fixed as described above by the Buy-Back Committee or the Board."

"RESOLVED FURTI-HER THAT all the equity shareholders /beneficial owners of the Equity Shares of the Company as on the Record Date ("Eligible Shareholders") will be eligible to participate in the Buy-Back including the promoters and promotel group of the Company on the Board."

"RESOLVED FURTHER THAT the Buy-Back shall be made out of its free reserves based on the

latest audited accounts of the Company for the financial year ended March 31^st, 2018 and that the payments shall be made our of the Company's current surplus and/or cash balances and/of curfent investments and/or cash available from internal resources of the Company (and not from any borrowed funds) and on such terms and conditions as the Board may decide from time to time at its absolute discretion."

"RESOLVED FURTHER THAT the Company may buy back Equity Shares from all the existing Members holding Equity Shares of the Company on a proportionate basis, provided that 15% (fifteen percent) of the number of Equity Shares which the Company proposes to buy back or the number of Equity Shares entitled as per the shareholding of small shareholders as on the Record Date, whichever is higher, shall be reserved for Small Shareholdefs, in accordance with the provisions of Buy-Back Regulations."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the power(s) conferred hereinabove as it huy in its absolute discretion deem fit, to any Committee of Director(s) ("Buy-Back Committee(s)")/ any one or more Director(s)/ Officer(s)/ Authorised Representative(s) of the Company in order to give effect to this resolution, including but not limited to finalizing the terms of the Buy-Back such as record date, entitlement ratio, the time frame for completion of Bily-Back; appointment of Merchant Bankers, Brokers, Lawyers, Advisor to Buy-Back, Registrars, Scrutinizefs, Escrow Agents, and other advisors / consultants / intermediaries / agencies, as may be required, for the implementation of the Buyback; finalizing their terms of appointment including the fees payable and executing agreements; preparation, finalizing, signing and filing of the Public Announcement, Draft Letter of Offer / Lener of Offer and ail other documents with respect to the Buy Back with the Securities and Exchange Board of India ("SEBI"), the Stock Exchanges where the Equity Shares are listed and other appropriate authorities and to make applications to the appropriate authorities for their approvals including but not limited to approvals as may be required from SEBI, RBI under the Foreign Exchange Management Act, 1999. and the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Cutside India) Regulations, 2017 and the rules, regulations framed thereunder; and to initiate all necessary actions for preparation and issue of various documents including letter of offer, opening, operation and elosure of necessary bank accounts including escrow account, entering into agreements, release of public announcement, filing of declaration of solvency, obtaining all necessary certificates and reports from statutory auditors and other third parties as required under applicable laws, extinguishment of dematerialized shares and physical destruction of share certificates in respect of the Equity Shares bought back by the Company, and filing such other undefrakings, agreements, papers, documents and correspondence, under the Common Seal of the Corupany, as may be required to be filed in connection with the Buy-Back with the SEBI, the Stock Exchanges, Registrar of Companies, Depositories and / or other regulators and statutory authorities as may be required from time to rime."

"RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board and the Buy-Back Committee be and are hereby empowered and authorized severally on behalf of the Company to accept and malwany alteration(s), modification(s) 10 the terms and conditions as it may deem

necessary, concerning any aspect of the Buy-Back, in accordance with the staturory requirements or any conditions laid down by any authority while giving its approval as well as to give such directions as may be necessary of desirable, to sertle any questions, difficulties or doubts that may arise and generally, to do all acts, deeds, matters and things as it may, in a bsolute discretion deem necessary, expedient, usual or proper in relation to or in connection with or for matters consequential to the Buy-Back without secking any further consent or approval of the Members or otherwise to the end and intent that they shall be deemed to have given
their, approval thereto expressly by the authority of this resolution."

k,

Certified True Copy for Dhanuka Agritech Limited Joseph Veuil Company Secretary FCS 7210 ADD: 14th Floor, Building 5A, Cyber City, DLF Phase-III, Gurugram-122 002

•XP ANATORY STATEMENT P COMPANIES ACT, 2013 SE CTI HE

1. Approval for Buy Back of Equity Shares of the Comp_any

As per the requirements of Section 102 read with Section 68 and other applicable provisions of the Companies i\ct,20'1 :l (the "Act") and the Buy-Back Regulations, the relevant and material information to enable rhc shareholders to consider and approve the Special Resolution for Buy-Back of rhc Company's shares is set out below:

1) Details ofBuy-Back

'I 'he Board of Directors (the "Board") at its meeting held on 14th November, 2 018 subject tn the approval of the Members of the Company by way of Special Resolution and subject 1·0 such approvals of such statutory, regulatory 01· governmenrnl authorities HS may be required under applicable laws, approved Buy-Back of fully paidup 1-·'.quity Shares of l\s.2/- (Rupees Two Only) each ("Equity Shares") on a proportionate basis, subjccrro l S'Y., (fifteen pcrcen t) of then umbcr o r Equit-y Shares which the C:n111pa11y proposes 10 Buyback or number of l .qui ry Shares cnritlcd as per rhc shareholding of' small shareholders as on the record date, whichever is higher, shall he reserved for rhe small shareholders in accordance wirh rhc provisions of the l'\uy-llack Regulations through thr "Tender Offer" route as prescribed under the Buy-back llcgulations and circulars issued rhcrt . .undcr. including die "Mechanism for acquisition of shares through Stock l·:xchangc" notified by Sl·:lll vide circular Cl R/CI 'D/l'OLICYCELL/1 /2015 dared April 13, 2015 read with the circulars issued in relation rhcrcro, including the circular CFD/DCR.2/CIR/P/2016/1:ll dared December: 09, 2016, or such other mechanism as may be applicable on the Buy-Back through Tender Offer route and in accordance with the Acr, the Companies (Share Capirnl 1tnd Debentures) Rules, 2014, Companies (Management and Administrnrion) Rules, 21J'l-l, tu the extent applicable, the Securities and l·:xchangc Board of India (l .isting Obligarions and Disclosure Requirements) llegulado11s, 2015, Buy-Back Regulations 20 l H, as amended from time to rime, nr fl price 1101 cxccLdi11g Rs. 550/-(Rupccs Five Hundred & Fifity Only) per Lquiry Sbarc ("Maximum Buy-Back Price") payable in cash for an aggregor:c nmo,1111 of up to Rs.82.50 Crorcs (Rupees Eighty Two Crorcs & Fifty Lakhs Only) excluding expenses incurred or to be incurred for the buy-bock like filing fee payable ro Securities and Exchange Board of India, advisors' fees, public announcement publicarion expenses, prinring and dispatch expenses, other rransacrion costs viz. brokerage, applicable taxes such as Securities Transaction Tax, Goods and Service Tax, Stamp Duty and other incidental and related expenses ("Maximum Duy-Dack She"), which r:cpresents 13. 12% of rhe aggregate of fully paid-up cc1c1iry share capital and free reserves ol' the Company as pci: audited financial srarcmcms of rhc (:n111pany as on March 3 1 , 20 I 8 (the last audited standalone financial srarcrncn ts ava ila blc as on the date of Board Meeting recommending the proposal of" rhc B11 y-Back), · ¹'he roral number of l.!quity Shores to be bought· back would hence be 15,00,000 (I 'if teen I .akhs) L:c1uity Shares (representing :l.06% of rhc roral issued and paid up cqui ty share capital of the Company) or higher depending upn11 rhc f, nal price fixed by the Board/Buy-Back Committee.

Since the 13uy-llack is 11101:e than I O'Yo of the total paid-up equity share capiral and free reserves of rhc Company, in terms ofSection 68(2)(b) of the Act, it is nccc.:ssnry ro obrain die consent of tlrc Members nftht• Company, for the Buy-Back, by wny or a special resolution. Accordingly, the Cornpany is seeking your consent by mcnns uf a Postal Bnllor for the fl forcsnid proposal as contained in the Resolution No. "I provided in this Notice.

Necessity for the Buy-Back

and cost effective manner. Additionally, the Company's management strives to increase shareholder's value and the Buy-Back would result in the following benefits, amongst other things:

• The Buy-Back will improve the earnings per share (EPS), return on capital employed (ROCE) and return on equity (ROE);
• The Buy-Back will help in achieving an optimal capital structure;
• The Buy-Back will help the Company to distribute surplus cash to its Members holding Equity Shares broadly in proportion to their shareholding, thereby, enhancing the overall return to Members;
• The Buy-Back, which is being implemented through the Tender Offer route as prescribed under the Buy-Back Regulations, would involve allocation of higher number of shares as per their entitlement or 15% of the outlay to small shareholders. The Company believes that this reservation for small shareholders would benefit a large number of public shareholders, who would get classified as "small shareholder";
• The Buy-Back gives an option to the Members holding Equity Shares of the Company, to either (i) choose to participate and get eash in lieu of Equity Shares to be accepted under the Buy-Back Offer or (i) choose to not participate and enjoy a resultant increase in their percentage shareholding, post the Buy-Back Offer, without additional investment.

A free considering several factors and benefits to the Members holding Equity Shares of the Company and considering the increase in accumulated free reserves as well as the cash liquidity reflected in the Audited Accounts for the

financial year ended 31⁸¹ March, 2018, the Board decided to recommend the Buy-Back aggregating to an amount not exceeding Rs. 82.5o Crores (Rupees Eighty Two Crotes Fifty Lakhs Only) (representing up to 13.12% of the aggregate paid-up equity share capital and free reserves as per the latest audited standalone financial statements of the Company as on March 31, 2018) at a price not exceeding Rs. 550/- (Rupees Five Hundred Fifty Only) per Equity Share of Rs. 2/- (Rupees Two Only) each, would result into 15,00,000 (Fifteen Lakhs) Equity Shares to be bought back (representing 3.66% of the total issued and paid up equity share capital of the Company) or higher depending upon the final price fixed by the Board/Buy-Back Committee.

Class of shates, number intended to be purchased, price pershare, maximum amount required under the Buy-Back:

Maximum number of securities that the Company proposes to Buy-Back $2)$

The Company proposes to Buy-Back 15,00,000 (Fifteen Lakhs) Equity Shares of face value of Rs. 2/- (Rupees Two Only) each of the Corriparity or higher depending upon the final price fixed by the Board/Buy-Back Committee.

3) Maximum price at which the shares or other specified securities arc proposed be bought back and the basis of arriving at the Buy-Back price

The Equity Shares of the Company me proposed to be bought back at a price of Rs. 550/- (Rupees Five Hundred Fifty Only) per equity share ("Maximum Buy-Back Price"). The Maximum Buy-Back Price has been arrived at after considering various factors including, but not limited to the trends in i-l1c volume wcighicd average prices of the h1ui1y Shares on rhc nsr. J .imircd ("HSI,") and National Srock Exchang« of India l .imircd ("NSI::"), where the I ·:quiry Shares arc listed, Book value of shares, rhc net worrh of the Company, price earnings ratio, impact on other financial pnrnn1ctc1·s and rhc possible. irnpacr of Buy-Back on rhc cni:n.ings per share.

The Maxim urn Huy Back Price represents premium of 51.52% and 49.05%over the closing price of the lic1ui1y Shares

on NSI ·:/ BSF. respectively, as on 1st November, 2018 being the 1·rnJing day prior 10 rhc date on which the Company inti ma red BS I ·: I .imi 1 cd o f' the <la re of the mccri ng of the Boa rd of Di rectors, whcrci 11 the proposal o !' rhc Buy-Back was considered.

4) Maximum amount required under the Buy-Buck, its percentage of the total paid-up equity capital and free reserves and the sources of funds from which the Buy-Back would be financed

The aggregnrc of Paid-up 1.:c1ui1-y Share Capital and free reserves of the Company as on 31 sr March , 2018 is Rs. 628.63 Crorcs (Rupees Six Hundred Twenty Eighr Crores and Sixry Three Lakhs Only). The proposed deployment

of funds docs nor exceed 25'Y., of the Paid-up r·:quity Share Capital and J•'rce Reserves of rhc Company as on 3 1" March, 2018. The Company proposes to utilize an amount of Rs. 82.50 Crores (Rupees Eighty Two Crores and Fifty Lakhs Only) cxcludi11g expenses incurred or robe incurred for rhr buy-back like f-ili11g Fe,· payable ro Securi tit-s n nJ Fxcha ngr.; 110::1 rd of I ndia, advisors' fees, public announccrncu r publica tion expenses, prin 1.ing and dispatch expenses, other transaction costs viz. brokerage, applicable taxes such as Securities · J 'ransaction '!'ax, Goods And Service Tax, Stamp Dury arid orhcr incidental and re ..:h1n . .d c.:xpcnscs ("Maxin1un1 Buy-Back Size") for rhc present Buy-Back of Equity Shares of the Company.' I'hc M aximum Buy-Back Size is cqui valcn 1

to 13. I 2'Y" of the total Paid-up Equity Share Capital and free reserves of the Company as on 3 1 sr March, 2018.

This amoui 11 for Buy- Back will be paid our of rhc Company's current balances of cash and cash <"'Jll ivalcnt sand urher cu rrcnr invcsrrncn ts :ind/ or inrcrna) resources of the Compau y ( and nor frorn n11y borrowed funds) n nd 011 such t crrns and conditions as the Board 111ay decide Frorn time to rime at its absolute discretion.

The Company shall transfer a sum equal ro the nominal value of rhc Equiry Shares boughr back through rhc lluy-Back ro the Capi tal Redemption Reserve Accoun rand the details of such trans fer skill be disclosed in its su bsequcnr audited Financial Statements.

5) Method to be adopted for Buy-Back

The Buy-Back shall be on a proportionate basis, provided rha t 15% (fi f1 ccn percent) of 1 he number of liqui ty Shares which rhe Company proposes to Buyback or number of l.iqui1y Shares entitled as per rhc shareholding of small shareholders as on the record dare, whichever is higher, shall be reserved for the small shareholders in accordance wirh rhc provisions of rhc Buy- Back Regulations, rhrough the "Tender Offer" murc using rhc Srock l.xchangc Mechanism, as prescribed underthe Buy-Back Regulations. The lluy-Back will be implemented in accordance wi 1 h rhc Ac: and the Rules made thereunder 1·0 the extent applicable, and 011 such tcrrus and coudirious ;i:,,; 111:iy be deemed fit by the Company.

{cgularions, the Company will announce a record dare (the "Record Date") for =-o,u,� 1 ·ers holding r•:c1uity Shares ofrhc (01111,any who will be eligible to participate in

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the Buy-Back Offer. In due course, each shareholder as on the Record Date, will receive a Letter of Offer along with a Tender/ Offer Form indicating the enti tlement of the shareholder for participating in the Buy-Back Offer.

The Equity Shares to be bought back as a part of the Buy-Back are divided in two categories:

• a. Reserved category for small shareholders; and
• b. General earegory for all other shareholders.

As defined in the Regulation 2(i)(ii) Buy-Back Regulations, a "small shareholder" is a shareholder who holds Equity Shares having market value, on the basis of closing price of shares, on the recognized stock exchange in which highest trading volume in respect of Equity Shares as on Record Date is not more than Rs. 2,00,000/- (Rupces Two Lakhs Only).

In accordance with Regulation 6 of the Buy-Back regulations, 15% (fifteen percent) of the number of Equity Shares which the Company proposes to Buy-Back or number of Equity Shares entitled as per the shareholding of small shareholders, whichever is higher, shall be reserved for the small shareholders as part of this Buy-Back. The Company believes that this reservation would benefit a large number of public shareholders, who would get classified as small shareholders.

Based on the holding on the Record Date, the Company will determine the entitlement of each shareholder to tender their shares in the Buy-Back. This entitlement for each shareholder will be calculated based on the number of Equity Shares held by the respective shareholder as on the Record Date and the ratio of Buy-Back applicable in the category to which such shareholder belongs.

Shareholders' participation in the Buy-Back will be voluntary. Members holding Hquity Shares of the Company can choose to participate and get eash in lieu of shares to be accepted under the Buy-Back or they may choose not to participate and enjoy a resultant increase in their percentage shareholding, post Buy-Back, without additional investment. Members holding Equity Shares of the Company may also render a part of their entitlement. Members holding Equity Shares of the Company also have the option of tendering additional shares (over and above their entitlement) and participate in the shortfall created due to non-participation of some other shareholders, if any. The maximum tender under the Buy-Back by any shareholder cannot exceed the number of Equity Shares held by the shareholder as on the Record Date. The Equity Shares tendered as per the entitlement by Members holding Equity Shates of the Company as well as additional shares tendered, if any, will be accepted as per the procedure laid clown in Buy-Back Regula lions. The settlement of the tenders under the Buy-Back is expected to be done using the "Mechanism for acquisition of shares through Stock Exchange" notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with the circulars issued in relation thereto, including the circular CFD/DCR2/CIR/P/2016/131 dated December 09, 2016, or such other mechanism as may be applicable under Chapter 111 of the Buy-Back Regulations.

Detailed instructions for participation in the Buy-Back (render of Equity Shares in the Buy-Back) as well as the relevant time table will be included in the Letter of Offer which will be sent in due course to the Members holding Equity Shates of the Compatty as on the Record Date.

The Buy-Back from shareholders who are persons resident outside India, including Foreign Corporate Bodies (including erstwhile Overseas Corporate Bodies) and Foreign Portfolio Investors, shall be subject to such approvals, if any and to the extent required from the concerned authorities including approvals from the Reserve Bank of India under Foreign Exchange Management A ct, 1999 and the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 and the rules and regulations framed there under, and such approvals shall be required to be taken by such non-resident:Elligible Sharcholders.

6) Time limit for completion of Buy-Back

$\mathbb{F}_q$

The Buy-Back, subject to regulatory consents and approvals, if any, is proposed to be completed within one year from the date of the special resolution approving the Buy-Back.

7) Compliance with Section 68(2)(c) of the Act

The aggregate paid-up equity share capital and free reserves as on 31^st Mareli, 2018 is Rs. 628.63 Crores (Rupees Six Hundred Twenty Eight Crores and Sixty Three Lakhs Only). Under the provisions of the Act, the funds deployed for the Buy-Back cannot exceed 25% of the aggregate of the fully paid-up share capital and free reserves of the Company i.e. Rs. 157.16 Crores (Rupees One Hundred Fifty Seven Crores and Sixteen Lakhs Only). The maximum amount proposed to be utilized for the Buy-Back, is not exceeding Rs. 82.50 Crores (Rupees Eighty Two Crores Fifty Lakhs Only), which represents 13.12% of the Company's fully paid-up equity share capital and free reserves as per the audited financial statements of the Company

as on 31^st March, 2018 (the last audited standalone financial statements available as on the date of Board Meeting recommending the proposal for the Buy-Back).

8) The aggregate shareholding of the Promoter(s) / Promoter Group and Persons in Control of the Company, the Directors / Trustces of the Promoters / Promoter Group, where the Promoter is a company / trust, and the Directors and KMP of the Company as on the date of this Notice:

$a)$ Shareholding of the Promoter(s)/Promoter Group and Persons in Control of the Company, the Directors $\angle$ Trustees of the Promoters / Promoter Group, where the Promoter is a company / trust, and the Directors:

b) Shareholdinv of the Directors and I<ey Managerial Pcrspnnrl of die C:ornpnny:

9) Aggregate number of Equity Shares purchased or sold as well as minimum and maximum price at which such purchases and sales were made along with relevant dates by persons mentioned under (8) above for a period of six months preceding the date of the Board Meeting at which the Buy-Back was approved till the date of this Notice

No J ·:c1uit'\' Sh'1rl's of the C:"11,pany have been purchased/ sold by any member

Group, and persons in control of the Company, the Director/ Trustees of the Protrioter/ Promoter Group, where the Promoter is a Company/ Trust, and the Directors and KMP of the Company during the period from Six months preceding the date of the Board Meeting at which the Buyback was approved.

10)Intention of the Promoters and Promoter Group of the Company to tender Equity Shares for Buy-Back indicating the number of shares, details of acquisition with dates and price

Interms of the Buy-Back Regulations, under the Tender Offer route, the Promoters and Promoter Group of the Company have an option to participate in the Buv-Back. In this regard, the Promoters and Promoter Group (the "Promoter Group") have expressed their intention to participate in the Buy-Back and offer at least such number of shares which is equal to their respective pro rata entitlement under the Buyback. In addition, they may offer additional shares in the Buy-Back.

The Promoter and Promoter Group (who have shown their intent to participate in proposed Buy Back) have also undertaken that If, as a result of buyback offer, the public shareholding of the Company falls below 25% of the total Paid-up Equity Share Capital of the Company, the Promoter and Promoter Group will reduce their shareholding in such manner and in compliance with the second proviso to the Regulation 10(4)(c) of the SFBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011, Regulation 38 of the SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Regulation 19A of the Securities Contracts (Regulations) Rules 1957 and SHBI circular No. CIR/CFD/CMD/14/2015 dated November 30, 2015 so that the minimum public shareholding remains at or above 25%.

Furtherance to the above intention of Promoter Group, the maximum number of shares that the Promoter Group may tender are given in the table below.

I Director in I .xclusivc Leasing and Finance J .imircd

2 Director in Golden Overs, . .as Private L .. irnitcd

.3 Dirccrur in I lindon Mercantile J .imitcd

Derails of rhc date and price of acquisition of the Equity Shares that the Promoters and Promoter Group intend to tender arc scr-our below;

�rn� ::, . () z *� .4. '5-0

*

*Pursuant to Scheme of Amalgamation of Northern Minerals Limited with the Company.

¹¹ Pursuant to Comprehensive Scheme of Amalgamation of A.M. Bros. Fintrade Pvt. Ltd. and Dhanuka Finvest Pvt. Ltd. with the Company.

The Company hereby confirms that there are no defaults subsisting in the repayment of deposits, interest $11)$ payment thereon, redemption of debentures or interest payment thereon or redemption of preference shares or payment of dividend due to any shareholder, or repayment of any term loans or interest payable thereon to any financial institution or bankingcompany.

$12)$ Confirmation from the Board

The Board of the Directors confirms that it has made a full enquiry into the affairs and prospects of the Company and after taking into account the Hinancial position of the Company and also considering all contingent liabilities, the Board has formed an opinion:

• That immediately following the date of the Board Meeting held on 14^th November, 2018 ("Board Meeting") and $\mathbf{i}$ . the date of passing the shareholder's resolution approving the proposed Buy-Back ("Special Resolution"), there will be no grounds on which the Company can be found unable to pay its debts;
• It. That as regards the Company's prospects for the year immediately following the date of the Board Meeting held

on $14t^{h}$ November, 2018 as well as the year immediately following the date of passing of the shareholders' resolution approving the proposed Buy-Back, and having regard to Board's intentions with respect to the management of the Company's business during that year and to the amount and character of the financial resources which will, in the Board's view, be available to the Company that year, the Company will be able to meet its fiabilities as and when they fall due and will not be rendered insolvent within a period of one year from

date of the Board meeting dpproving the Buy-Back held on 14^th November, 2018 as also from the date of the shareholders' resolution approving the proposed Buy-Back;

iii. That in forming their opinion for the above purpose, the Board has taken into account the liabilities as if Company is being wound up under the provisions of the Companies Act, 1956 or Companies Act, 2013 or the Insolvency and Bankruptcy Code, 2016 (including prospective and contingent liabilities).

13) Confirmation from the Company as per the provisions of the Buy-Back Regulations and the Act:

• (a) The Company shall not issue any Equity Shares or other securities (including by way of bonus) till the date of closure of the Buy-Back period;
• (b) The Company shall not raise further capital for a period of one year from the closure of Buy-Back period. except in discharge of its subsisting obligations;
• (c) The special resolution approving the Buy-Back will be valid for a maximum period of one year from the date of passing the said Special Resolution (or such extended period as may be permitted under the Act or the Buy-Back Regulations or by the appropriate authorities). The exact time table for the Buy-Back shall be decided by the Board (or its duly constituted Committee) within the above time limits;
• (d) The Equity Shares bought back by the Company will be compulsorily extinguished and will not be held for reissuance;
• The Corripany shall transfer from its free reserves a sum equal to the norminal value of the Equity Shares $\left( \mathcal{O} \right)$ purchased through the Buy-Back to the Capital Redemption Reserve account and the details of such transfer shall be disclosed in its subsequent audited balance sheet;
• (f) The Company shall not withdraw the Buy-Back after the public attrouncement of the offer to Buy-Back is made;
• The Company shall not Buy-Back locked-in Equity Shares and non-transferable Equity Shares till the pendency $(g)$ of the lock-in or till the Equity Shares become transferable; and
• (b) The Company contiums that as required under Section 68(2)(d) of the Act, the debt equity ratio of aggregate of secured and unsecured debts owed by the Company shall not be more than twice the equity share capital and free reserves after the Buy-Back.
• The Company confirms that it shall not directly or indirectly purchase its own shares or other specified $(i)$ securities:
• a through any subsidiary company including its own subsidiary companies; and
• b. through any investment company or group of investment companies
• The Equity Shares bought back by the Company will be extinguished and physically destroyed in the manner prescribed under the Buy-Back Regulations and the Act within 7 (seven) days of the last date of completion of the Buy-Back.
• 14) Report addressed to the Board of Directors by the Statotory Aoditors of the Company on permissible capital payment and opinion formed by directors regarding insolvency

The text of the Report dated 14^th November, 2018 received from M/s S.S Kothari Mehta & Co., Chartered Accountants, Statutory Auditors of the Company, addressed to the Board of Directors of the Company is attached at the end of this Explanatory Statement. (Annexure 1)

• 15) In the opinion of the Board, the proposal for Buyback is in the interest of the Company and its members holding equity shares of the Company, The Director, therefore recommend passing of the Special Resolution as set out at Item No. 1 in the Postal Bailot Notice.
• 16) None of the Directors or any Key Managerial Personnel of the Company or their relatives is, in anyway, concerned or interested, either directly or indirectly in passing of the said Resolution, save and except to the extent of their respective interest as shareholders of the Cornpany.

Dhanuka Agritech Limited

AN ISO 9001 : 2015 COMPANY

TRUE COPY OF SPECIAL RESOLUTION PASSED CERTIFIED BY THE COMPANY M/S. DHANUKA AGRITECH LIMITED SHAREHOLDERS OF THE THROUGH POSTAL BALLOT ON WEDNESDAY, THE 19TH DAY OF DECEMBER, 2018

1. Continuation of appointment of Mr. Ram Gopal Agarwal (DIN:00627386) as Whole time Director (under designation of Chairman) of the Company even after attaining age of 70 years and to consider and approve his remuneration in terms of SEBI Amended Listing Regulations

"RESOLVED THAT pursuant to Section 196(3) of the Companies Act, 2013 read with Part-1 of Schedule- V and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder ('the Act') or Listing Regulations as amended from time to time, consent of the members be and is hereby accorded for continue the employment of Mr. Ram Gopal Agarwal, (DIN: 00627386) as Whole time Director of the Company even after attaining the age of 70 years at the same terms and conditions as already approved by members in the Annual General Meeting held on 10th August, 2017."

"RESOLVED FURTHER THAT pursuant to regulation 17(6)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 alohg with the provisions of Secrions 196, 197, 198 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification or re-enactment thereof) read with Schedule- V of the Companies Act, 2013, consent of the members be and is hereby accorded for payment of remuneration to Mr. Ram Gopal Agarwal (DIN: 00627386), Whole time Director at such terms and conditions as approved by members in its Annual General Meeting held on 10th August, 2017. even if the annual remuneration payable to Mr. Agarwal may exceed rupees 5 crores or 2.5 per cent of the profits of the Company (whichever is higher) or the aggregate annual remuneration to all Executive Directors exceeds 5 per cent of the net profits of the Company in any year during the remaining tenure of his appointment."

"RESOLVED FURTHER THAT the remuneration payable to Mr. Ram Gopal Agatwal, Whole time Director shall not exceed the overall ceiling of the total managerial remuneration as provided under Section 197 of the Companies Act, $2013$ or such other limits as may be prescribed from time to time."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts, deeds etc. as may deem necessary to give effect to above resolution."

1. Approval of remuneration to Mr. Mahendra Kumar Dhanuka (DIN:00628039) as Whole time Director (under designation of Managing Director) in terms of regulation 17(6)(e) of SEBI Amended Listing Regulations for the remaining tenure of his appointment

"RESOLVED THAT pursuant to regulation 17(6)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 along with the provisions of Sections 196, 197, 198 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification or re- enactment thereof) read with Schedale- V of the Companies Act, 2013, consent of the members be and is hereby accorded for payment of remuneration to Mr. Mahendra Kumar Dhanuka (DIN: 00628039), Managing Director at such terms and conditions as approved by members in its Annual General Meeting held on 17⁰ September, 2014, even if the annual remuneration payable to Mr. M.K. Dhanuka may exceed rupees 5 crores or 2.5 per cent of the profits of the Company (whiche Ger is higher) or the aggregate annual remuneration to all Executive

Corporate Office: 14^th Floor, Building SA, Cyber City, DLF Phase-III, Gurugram-122002, Haryana (India) Tel: +91-124-3838 500, E-mail: [email protected], Website: www.dhanuka.com Registered Office: 82, Abhnas h Manslon, Joshi Road, Karol Bagh, New Delhi-110005, Ph. : +91 011-23534551, 011-23534557

CIN:L24219DL1985PLC020126

$\mathcal{L}^{\text{max}}{\text{max}}$ and $\mathcal{L}^{\text{max}}{\text{max}}$

Dirccrors exceeds 5 pcl' cent of the net profits or rhc (�01np::111y in Hny yt.:nr <luring the rernnining tenure of his appointment."

"RESOLVED FURTHER THAT the n.muncrarion payable to Mr. Mahcnclrn Kumar Dhanuka, i\fnnaging Director shall not exceed the overall ceiling of [he total managerial remuneration as provided under Section 197 of the Companies Act, 2013 or such 01'11cr limits as may be prescribed from rime to time."

"RilSOLVED FURTHER THAT the Board of Directors ofrhc Company be nnd is hereby authorized ro do all acts, deeds ere. as n1ay deem nccc:,;sr1ry to give effect to above resolution."

4. Approval of remuneration to Mr. Rahul Dhauuka (DlN: 00150140) as Whole time Director in terms of regulation 17(6)( c) of SEBI Amended Listing Regulations for the remaining tenure of his appointment

"RESOLVED THAT pursuant to regulation 17(6)(c) of the Securities nnd l·'.,chnng,· lloard ol' India (l.is1i11g Obligation and Disclosure Rcquircmcms) (Amendment) Regulations, 2(1 I H nlung wirli till' provisions of Sections ·196, 197, 198 and other applicable provisions of rhc Companies 1\e1, 201.1 and the rules made thereunder (including any �tatutnry modification or re- enactment thereof) rend with Schedule- Y of the Companies t\ct, 2013, consent of the members be and is hereby accorded fur payment of remuneration to Mr. Rahul Dhanuka (DIN: 00150140), Whole 1.i111c Director a1 such rcrms and conditions as approved by members in its Annual General Meeting held 011 11 rh 1\c1gu,r, 2016, even if rhc annual remuneration payable to Mr, Rahul Dhanuka n1ny exceed rupee� 5 crorcs or 2.5 per cent of the profits of the Company (whichever is hight..:r) or the :iggrc.:gfltL' annual rcmurn-rsuion t(J all l •:xi..'cu1ivt· Directors exceeds 5 pt..:r ccnr of the ncr profits of the Company in any year d11ri11g rhr rl'n1aining tenure of his appoinrrncnr."

"RESOLVED FURTHER THAT the remuneration payable to Mi:. Rahul Dhanuka (DIN: OOISOHO), \Xlhok 1:i111e Director shall not exceed the overall ceiling of the total managerial remuneration as prnvided under Section 197 of the Companies Acr, 201 J or such other limirs as 11·1::1y ht· prcscribcc! frnrn time ro d111c. 11

"RESOLVED FURTHER THAT the Board of Dirccrors ofrhc Company be and is hereby authorized to do all acts, deeds ere. as 111:1y deem ncccs:,;ary to give effect to above resolution."

5. Approval of remuneration to Mr. Mridul Dhanuka (DIN: 00199441) as Whole time Director in terms of regulation 17(6)( c) of SEBI Amended Listing Regulations for the remaining tenure of his appointment

"RESOLVED THAT pursuant to regulation 17(6)(e) or the Securities and 1·'.,changc· lloard ul' India (1.i,ring Obligations and Disclosure Requirements) (Amendment) Rcgulouons. 21 1 18 along wirh rhc provisions of Sections ·196, 197, ·198 and other applicable provisions of rhc Companies Acr, 20 I:, and the rules made rhcn . .undcr (including any statutory modification or rr .z- enactment thereof) read with Schedule- V of the Companies Act, 2013, consent of the members be and is hereby accorded for pnymcnr of remuneration ro Mr. Mriclul Dhanuka (DIN: 0019914'1), Whole 1·i111c Director 01 such terms and conditions as approved by members in its Annual General Meeting held on I l th r\ugust! 2016, even ir the annual remuneration payable to l\lr. i\lridul Dhnnuka 111ay t.::\Cl'C'd 1·upl't'S 5 crcrcs or 2.5 pl'r ccur of the profits of the (�01r1pnny (whichever is highc.:r) or ihc ,,ggn.:gatL annunl rcmunc-rmion tu nll l·'.x1.:cu1ivc• Directors exceeds 5 rt..:r cent of the net profits of rhc Company in any yt::ir during thr rl'n1::i111111g tenure or his appointment."

"RESOLVED FURTHER THAT the remuneration payable to Mr. Mridul Dhanuka (DIN: 001994/II), Whole time Director shall not exceed the overall ceiling of the total managerial remuneration as provided under Section 197 of the Companies Act, 2013 or such other limits as may be prescribed from time to time."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts, deeds etc. as may deem necessary to give effect to above resolution."

6. Approval of remuneration to Mr. Aruu Kumar Dhanuka (DIN: 00627425) as Whole time Director in terms of regulation 17(6)(e) of SEBI Amended Listing Regulations for the remaining tenure of his appointment

"RESOLVED THAT pursulant to regulation $\mathcal{I}(\mathcal{G})(c)$ of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) (Amendment) Regulations, 2018 along with the provisions of Sections 196, 197, 198 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification or re- enactment thereof) read with Schedule-V of the Cornpanies Act, 2013, consent of the members be and is hereby accorded for payment of comulieration to Mr. Aruh Kumar Dhanuka (DIN: 00627425), Whole time Director at such terms and conditions as approved by members in its Annual General Neeting held on 10th August, 2018, even if the annual remuneration payable to Mr. Atun Kumar Dhanuka may exceed Jupees 5 crores or 2.5 per cent of the profits of the Cornpany (whichever is higher) or the aggregate annual remuneration to all Executive Directors exceeds 5 per eqn; of the net profits of the Listed Entity in any year during the remaining tenure of his appointment.'

"RESOLVED FURTHER THAT the remuneration payable to Mr. Arun Kumar Dhanuka (DIN: 00627425). Whole time Director shalmor exceed the overall celling of the total managerial remuneration as provided under Section 197 of the Companies Act, 2013 or such other limits as may be prescribed from time to time."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts, deeds etc. as may deem necessary to give effect to above resolution."

1. Continuation of Directorship of Mr. Priya Brat (DIN: 00041859) for current term expiring on 19th May, 2019 and Second Term starting from 20th May, 2019 notwithstanding that he has attained the age of 75 Years

"RESOLVED THAT pullsuahr to Regulation 17(1 A) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 and any other applicable acl(s)/ rule(s)/ regulation(s) including the Companies Act, 2613 and rules made thereunder, approval of the Board be and is nereby accorded for continuation of Directorship of Mr. Priya Brat (DIN: $(00041850)$ , Independent Director for the remaining tenure of his appointment which ends on 19th May, 2019 as well as for the second term of his engagement starting from 20th May, 2019 as same terms and conditions as already approved by members notwithstanding that he has attained the age of 75 years."

"RESOLVED FURTHER THAT the above resolution be recommended to members for their approval by way of Special Resolution in next General Meeting or through Postal Ballot to be conducted by the Company."

1. Continuation of Directorship of Mr. Om Prakash Khetan (DIN: 06883433) for current term expiring on 19th May, 2019 and Second Term starting from 20th May, 2019 notwithstanding that he has attained the age of 75 Years

"RESOLVED THAT pursuant ro Rcgulntiun 17 (11) of Sl·'.lll (I .isting Obligations and Disclosure Requirements) (Amendment) Rcgulauons, 2018 and any other applicable act:(s)/ rule(s)/ rcgcilatiun(s) including the Companies Act, 2013 and rules made thereunder, approval of the Board be and is hereby accorded for continuation of Directorship of Mr. Om Prakash Khetan (DIN: 06883433), lndcpendcnr Director for the remaining tenure of his appointment which ends on 19th May, 2019 as well as for the second term of his engagement starting from 201:h May, 20'19 at same terms and conditions as already approved by members notwithstanding rhnr he has attained the rige of 75 years."

"RESOLVED FURTHER THAT the above resolution be recommended 10 members' for their approval by ,vay of Spccia] Resolution in next General rvlcct:ing or through Postal H::i!lot robe conducted by the Company."

9. Continuation of Directorship of Mr. lndrcsh Narain (DIN 00501297) for Second Term srnrting from 20'" May, 2019 notwithstanding that is auaining age of75 Years during his Second Term:

"RESOLVED THAT pursuant to Regulation I 7('11) ui" SI '.ll I (I .ist·ing Obligations and l)isclosun· Rcquircrncnts) (l\rncndmcnt) Regulations, 20 I 8 and any orhcr applicable :ict(s)/ ruk(s)/ rcgulatiun(s) including the Companies Act, 20 I 3 and rules mack thereunder, approval of the Board be and is hereby accorded for continuation of Directorship of Mr. lndresh Narain (DIN: 00501297), lndcpenclcnt Director for the second term of his cngagemcnr starting from 20th May, 2019 as already approved by members at same terms and conditions notwithstnndinp that he wi.11 attain age of 75 ycnr� d1.1ring his second term."

"RESOLVED FURTHER THAT the above resolution be recommended to members' for rhcir approval by ,vny of Special Resolution in next general meeting 01· through postal ballot ni be conduct. . .d by the Company."

Certified True Copy

imitcd Acid: 14th Floor, Building SA, Cybcr city, DLF Phase-III, Gurugram- 122002

CERTIFIED '!'RUE COPY OF EXPLANATORY STATEMENT ATTACHED TO NOTICE OF POSTAL BALLOT DA'J'ED 14..-1-1 NOVEMBER. 2018 PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

2. Continuation of appointment of Mr. Ram Gopal Agarwal (DIN:00627386) as Whole time Director (under designation of Chairman) of the Company even after attaining age of 70 years and approval for his remuneration in terms of Amended Listing Regulations

In terms of Section 19(i(.'l) of the Companies Act, 2013 read with Part-I or Schedule V. no Company shall appoint or continue the employment of any person as Managing Director, Whole-time Director or Manager who has attained the age of 70 years unless it is approved by the Shareholders as a Special Resolution.

rvlr. R,1111 Gopril ,\g::ir,v,tl, Chairman ha s been n . .appoinrcd n� \Xlholc Time Director designated as Chairman w.c.f 19th May, 20·17 for a period of 5 years. I-le was 68 years old at thar time. Now, as he will turn 70 011 30th.July, 20191 during his current tenure as \'(!hole time Dirccrot, Members' consent as special resolution is required for continuation of engagement of Mr. Ram Gopal Ag,nwal ns Whole time Director in order to comply with the requirement of Section ·196(3) of the Companies Act, 2013.

In terms of Regulation 17(6)(,') of Securities and [•'.xcha11ge Board of India (Listing Obligations and Disclosure Re<1 uiremcnrs) (1* mcndrnent) Regula cions, 201 8 issued on 9th May, 2018 (" A mended Li sci ng H .. cgulations"), the fees or compensation payable to Executive Directors who arc; promoters or members of rhc pron1orer group, shall be subject to die approval of the shareholders by Special Resolution in General Meeting, if:*

• a. the annual remuneration payable to such Executive Di.rector exceeds rupees 5 crorc or 2.5 per cent of the net· profits uf rhc I .istcd r·:ncity, whichever is higher; or
• h. where rhcrc i� murc rhan one such Director, the ,1ggn.:ga1·c annual remuneration ro such Directors exceeds 5 pct ccnr oft he net pro firs of the I .isrcd 1°.ntity:

Provided that the approval of the shareholders under rhis provision shall be valid only till the expiry of the term of" such Din . .ctor,

^Mr. Ram Gopal Agarwal was re-appointed as \';{/hole time Director for a term of five years effective from I st November, 2(YI 7 and his remuneration was also approved by the members of the Company in their Annual General Meeting held on l Orh August·, 2017 by way of Ordinary Resolution. In order to comply ,vith the requirement or Amended I .isting Rcguh1riun:- and 011 recommendation of Nomination .11,<l Rc.:111u11{-r,1tio11 Cornrnirtcc, Board of Directors is seeking to tnke members' approval by ,vny of Special Rl'solution tor pnying hiru remuneration as per already approved terms ,111<l conditions in case his remuneration exceeds the limits prescribed in Regulation 17(6)(e) of Amended I .isting Regulations as stated above,

^Ilcncc, resolution at l rcm No. 2 of the notice, is recommended by Board of Directors fur members' approval ::is special resolution.

1. To consider and approve remuneration to Mr. Mahendra Kumar Dhanuka (DIN: 00628039) as Whole time Director (under designation of Managing Director) in terms of regulation 17(6)(e) of SEBI Amended Listing Regulations for the remaining tenure of his appointment:

In terms of Regulation n(G)(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Rcquircmc-nrs) (i\111endment) Re, ilatjons, 2018 issued on 9th May, 2018 ("i\menclccl l.isijng

Regulations"), the fees or compensation payable to Executive Directors who arc pro111nr-crs or 111c1T\bc1.·:,; of the promoter group, shall be subject tn the approval of the shareholders by Special Resolution in General Mccring, if:

• ·1. the annual remuneration payable tu such I -xccurivc Director exceeds rupees 5 crorc or 2.5 per cent of the net profirs of the Listed I "ntit y, whichever is high<.:r; or
• 1. where there is more than one such Director, the aggregate annual rcmuncrarion to such Directors exceeds 5 per cent of rhc net profits of the Listed l ·'.11tjty:

l'rovidccl that the approval of the shareholders under this provision shall be valid only rill the expiry of" the term of such Director.

This is to further apprise the Board that Mr. Mahcndra Kumar Dhnnuka wus re-appointed as fVh111aging Director for a tcrmof five years effective from l-lth August, 2014 and his remuneration wns also approved by the members of the Company in their Annual General Meeting held on ·17th September, 20'\ 4 by way of Ordinary Resolution. In order to comply with the requirement of Amended Listing regulations ,11,d ⁰¹¹recommendation of Nomination and Remuneration Committee, Board of Directors is seeking to take members' approval by way of Special Resolution for paying him remuneration as pel' already approved terms nnd conditions incasc his rcrnuncrarioncxcccds rhc limits prescribed in llc.:gulntiun 17((l)(L') of 1\111L:11e.i<.:d I .i�ting Regulations.

I Iencc, resolution ar l rcm No . .) of the 1101:ict:, is recommended by Board of Directors for 1rH.:111bers 1 approval as special resolution.

4. To consider and approve remuneration to Mr. Rahul Dhanuka (DIN: 00150140) as Whole time Director in terms of regulation 17(6)( e) ofSEBI Amended Listing Regulations for the remaining tenure of his appointment

In tcrrns of Regulnion 17(6)(e) of Securities and \·'.,change Board of' ln<lin (J.ist:i11g Obligaticms and Disclosure Requirements) (t\mendmcnt) Regulations, 2018 issued on 9th May, 2 018 ("i\rnendecl Listing H .. egulations"), the fees or compensation payable to Executive Directors who are pron1otcrs or members of the promoter grnup, shall be subject to the approval of the shareholders by Specisl Resolution in General Meeting, if:

• a. the annual remuneration payable to such I .xccutivc Director exceeds rupees 5 cron- or 2.5 pcr r.;cnt of rhc net profits of the Listed Encity, whichever is higher; or
• b. where there is more than one such Director, the nggl'cgntc annual remuneration to such Directors exceeds 5 per cent of the net profits of the Listed I '.ntity:

Provided that the approval of the shareholders under this provision shall be valid only til\ the expiry of rhc rcrm of such Director.

Mr. Rahul Dhanuka (DIN: 00150140) was re-appointed as \Vhole rime Director tor a term <>I- five years cffccuvc from l s: May, 2017 and his rcrnuncratiou was also approved by the members Pr the <�ornpnny in their Annual General Meeting held o n \ Ith August, 20 16 by way ofOrdinnry Resolution. In order tCJ comply with the requirement of Amended Listing Regulations and on rccommcndarinn of Nomination and Remuneration Committee, Board of Directors is seeking to take members' approval by ,vay of Special Resolution for pnying him remuneration as pc.:r already approved terms and conditions in CflSL his remuneration exceeds the Limits prescribed in Regulation '17(6)(e) of Amended I .isting Regulations. I lcncc, resolution at I tern No. tJ. of the notice, is recommended by Board of Directors fol' members' approval as special resolution.

5. To consider and approve remuneration to Mr. Mrid ul Dhanuka (DIN: 00199441) as Whole time Director in terms of regulation 17(6)(c) of SEBI Amended Listing Regulations for the remaining tenure of his appointment

In terms of Regulation 17(6)(c) of Securities and l·'.xehange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 issued on 9th May, 2018 ("/\mended Listing H .. cgulations"), the fees 01: compensation payable to Executive Directors who are pro111otc..:rs or members of the promoter group, shall be subject to the approval of the shareholders by Special Resolution in general meeting, if-

• a. rhc annual remuneration payable to such Executive Director exceeds rupees 5 crore or 2.5 per cent of the net profits of the J .isrcd I ·'.ntiry, whichever is hight:r; or
• b. where there is n10L·c than one SLH.'.h Director, the aggregate annual remuneration to such Directors exceeds 5 per cent 01 the net prnhts of the I .isrcd I •:n,ity:

Provided d1at the approval 01 the shareholders under this provision shall Lie valid only till the expiry of the term of such Director.

Mr. Mridul Dhanuka (DIN: (){H 9944'1) was re-appointed as Whole time Director for a term 01 live years effective from 2'1d, 1'vlny, 20 I G and his remuneration wns also approved by the members of the Company in their Annual General Meeting held on l l th August, 2016 by way of ordinary resolution. In order ¹⁰ comply with the requirement of Amended Listing regulations and on recommendation of Nomination r111J Remuneration Committee, Board of Directors is seeking to members' approval by ,vay of Special Resolution for p�1ying him remuneration as per already approved terms und conditions in case his remuneration exceeds the limits prescribed in Regulation 17(6)(e) of Amended Listing regulations.

I lcncc, resolution nt I ten, No. 5 of the notice, is recommended by Board of Directors for 111c111bcrs 1 ::1pprovnl as special resolution.

1. Approval of remuneration to Mr. Arnn Kumar Dhanuka (DIN: 00627425) as Whole time Director in terms of regulation 17(6)(e) of SEBI Amended Listing Regulations for the remaining tenure of his appointment and in this regard

In terms of Regulati,"1 17((,)(c) of Securities and r;xchangc Board of lndia (Listing Obligations and Disclosure Requirements) (t\111encl111en1) Rcgcliations, 2018 issued on 9th May, zorn ("/\mended Listing Rcgulnt.ions''), the fees or compensation pavablc to Executive Directors who arc pron1oters or members of the pro1n<Her gwup, shall be subject to the approval of the shareholders by Special Resolution in general 111ccti11g, if:

• ::1. rhc annual remuneration payable to such Executive Director exceeds rupees 5 crorc or 2.5 per cent of the net· profit's of the Listed 1-·:ntity, whichever is higher; or
• b. where there is more than one such Director, the r1ggrega1·e annual rcmuncrntion to such Directors exceeds 5 per cent of the net profits of the Listed Entity

Provided rhar the approval of the shareholders under this provision shall be valid only till the expiry of rhe rcnn or such Di rector.

Mr. r\run Kumar Dhanuka (DIN: 00627425) was re-appointed as Whole time Director for ,1 tern, of five yc.:ars effective frorn Isl August, 2018 and his remuneration was also approved by the members of the

Company in their Annual General Meeting held on 10th August, 2018 by vay of ordinary resolution. In order to comply with the requirement of Amended Listing regulations, and on recommendation of Nomination and Remuneration Committee, Board of Directors is seeking to members' approval by way of Special Resolution for paying him remuneration as per already approved terms and conditions in case his remuneration exceeds the fimits prescribed in Regulation 17(6)(c) of Amended Listing, regulations.

Hence, resolution at Item No. 6 of the notice, is recommended by Board of Directors for members' approval as special resolution.

7. Continuation of Directorship of Mr. Priya Brat (DIN: 00041859), for current term expiring on 19th May, 2019 and Second term starting from 20th May, 2019 notwithstanding that he has attained the age of 75 years.

in terms of Regulation 17(1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendrnent) Regulations, 2018 issued on 9th May, 2018 ("Amended Listing Regulations"), no Listed Endry shall appoint a person or continue the Directol ship of a person as Non-Executive Director, with effect from 1st April, 2019 who has armined the age of 75 Years unless a Special Resolution is passed to that effect. Mr. Priya Brat, Independent Director was appointed on 20th May, 2014 for a period of 5 years. His first term as Independent Director shall expire on 19th Nay, 2019.

Alle Brat is of 82 Years of age and his appointment for second term of five year starting from 20th May, 2019 isolready approved by members in their Annual General Meeting held on 10th August, 2018. In order to comply with the requirement of Regulation 17(LA) of the Amended Listing Regulations and on recommendation of Nomination and Remuneration Committee, Board of Directors is seeking to members' approval by way of Special Resolution for continuation of his first term as well as second term even after attaining age of 75 years.

Hence, resolution at litem No. 7 of the notice, is recommended by Board of Directors for members' approval as special resolution.

8. Continuation of Directorship of Mr. Om Prakash Khetan (DIN: 06883433), for current term expiring on 19th May, 2019 and Second Term starting from 20th May, 2019 notwithstanding that he has attained the age of 75 Years

In terms of Regulation 17(1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 issued on Orb Alay, 2.018("Amended Listing Regulations"), no Listed entiry shall appoint a person or continue the Directorship of a person as Non-Fixecutive Director, with effect from 1st April, 2019 who has auplined the age of 7.5 Years unless a Special Resolution is passed to that effect. Mr. Om Prakash Khetan, Independent Director was appointed on 20th May, 2014 for a period of 5 years. Fis first term as Independent Director shall expire on 19th May, $2019.$

Mr. Kheran is of 84 Years of age and his appoinment for second term of five years starting from 20th May, 2019 is already approved by members in their meeting held on 10th August, 2018. In order to comply with the requirement of Amended Listing regularions and on recommendation of Nomination and Remuneration Committee, Board of Directors is seeking to members' approval by way of Special Resolution for continuation of his first term as well as second term even after attaining age of 75 years.

Hence, resolution at Irem No. 8 of the notice, is recommended by Board of Directory for members' approval as special resolution.

9. Continuation of Directorship of Mr. Indresh Narain, (DIN 00501297), for Second Term starting from 20^th May, 2019 notwithstanding that is attaining age of 75 Years during his Second Term:

In terms of Regulation 17(iA) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 issued on 9th May, 2018, no Listed entity shall appoint a person or continue the Directorship of a person as Non-Executive Director, with effect from 1st April, 2019 who has analited the age of 75 Years unless a Special Resolution is passed to that effect.

Mr. Indresh Narain is of 74 Years of age and will attain the age of 75 years in November, 2019. His appointment for second form of five years commencing from 20th May, 2019 is already approved by members in their meeting held on 10th August, 2018. Since, Mr. Narain will attain age of 75 years charing his tenure of second term. Hence in order to comply with the regulation 17(1A) of Arnended Listing Regulations and on recommendation of Nomination and Remuneration Committee, Board of Directors is seeking to members' approval seeking approval of members by way of special resolution for continuation of Directorship of Mr. Indresh Narain during second term notwiths anding of his attaining age of 75 years in November, 2019.

Hence, resolution at Item No. 9 of the notice, is recommended by Board of Directors for members' approval as special resolution.

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