Outcome of Board Meeting (Board approves Buyback of Equity Shares)

• Security Code: 507717
• Company: DHANUKA

Dhanuka Agritech Ltd has informed BSE that the Board of Directors of the Company at its meeting held on November 10, 2016, inter alia, has approved the following :

1. Subject to approval by the shareholders the proposal of Buyback of fully paid-up equity shares of face value of Rs. 2 each of the Company (the “Equity Shares”) from the shareholders of the Company on a proportionate basis through a tender offer route in accordance with the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 and amendments thereto (“Buyback Regulations”) and the Companies Act, 2013 (“Act”) (the “Buyback”).

The Buyback shall be for an amount not exceeding Rs, 80 crore (Rupees Eighty Crore only) (hereinafter referred to as the "Buyback Size"), (being 16.69% of the total paid-up equity capital and free reserves of the Company as on March 31, 2016), at a maximum price not exceeding Rs. 850 (Rupees Eight Hundred Fifty only) per Equity Share (“Maximum Buyback Price”). The Company intends to Buyback not more than 10,00,390 Equity Shares representing 2% of the total paid up equity share capital of the Company. The Buyback would be subject to the regulatory and other approvals, if any, including the shareholders' approval by way of Special Resolution through Postal Ballot.

The Board has constituted a Buyback committee (the “Buyback Committee”) and has delegated its powers to do all such acts, matters, and things as it may, in its absolute discretion, deem necessary, expedient, usual or proper in connection with the Buyback. Buyback Committee has been also authorized to determine the final Buyback price at or below Maximum Buyback Price.

The Board also noted the intention of Promoters and Promoters Group of the Company to participate in the proposed Buyback.

Emkay Global Financial Services Limited has been appointed as the Manager to the Buyback.

2. Approved to seek shareholder’s approval through Postal Ballot pursuant to the Section 110 of the Companies Act, 2013, read with rules framed thereunder for the approval of the Buyback and appointed Scrutinizer for conducting postal ballot and e-voting process.

3. Mr. Balvinder Singh Kalsi was appointed as an Additional Director under the Category of Independent Director of the Company.

Board Meeting commenced at 11:30 a.m. and concluded at 12:30 p.m.