Dear Members,
The Board of Directors hereby submit the report of the business and operations of your
Company (the Company' or IIL'), along with the audited financial statements,
for the financial year ended March 31, 2023.
1. Financial Results and State of Company's Affairs
(Rs in Crore)
Particulars |
Standalone |
Consolidated |
|
Financial Year |
Financial Year |
Financial Year |
Financial Year |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Income |
|
|
|
|
Revenue from operations |
1801.32 |
1,503.96 |
1801.32 |
1,503.96 |
Other income |
1.26 |
4.27 |
1.26 |
4.27 |
Total income |
1802.59 |
1,508.23 |
1802.59 |
1,508.23 |
Expenses |
|
|
|
|
Operating expenditure |
1679.44 |
1,334.28 |
1679.44 |
1,334.28 |
Depreciation and Amortization expense |
26.10 |
26.35 |
26.10 |
26.35 |
Total expenses |
1705.53 |
1,360.63 |
1705.54 |
1,360.63 |
Profit before finance costs, exceptional item and tax |
97.05 |
147.60 |
97.04 |
147.60 |
Finance costs |
13.45 |
6.63 |
13.45 |
6.63 |
Profit before exceptional item and tax |
83.60 |
140.97 |
83.59 |
140.97 |
Exceptional item |
0.00 |
0.00 |
0 |
0.00 |
Profit before tax |
83.60 |
140.97 |
83.59 |
140.97 |
Tax expense |
20.61 |
33.94 |
20.61 |
33.94 |
Profit for the year |
62.98 |
107.02 |
63.21 |
107.02 |
Opening balance of retained earnings |
768.03 |
661.24 |
770.43 |
663.22 |
Closing balance of retained earnings |
815.65 |
768.03 |
818.25 |
770.43 |
Earnings per share (EPS) |
|
|
|
|
Basic (In RS) |
21.28 |
36.04 |
21.36 |
36.17 |
Diluted (In Rs) |
21.28 |
36.04 |
21.36 |
36.17 |
During the year under review
Revenue from Operation has recorded a growth of 19.77% from Rs1,503.96
Crore in FY22 to 1,801.32 Crore in FY23 mainly attributed to growth in the volume of
sales despite price corrections in the market. Increase in revenue was largely driven by
our focus on increasing the share of Maharatna Products, Healthy contribution of Maharatna
Products highlights the strength of our marketing team and sales partners to sell our
premium products. Among them, Hachiman and Japanese patented Shinwa are the biggest
contributor to our product sales
The EBITDA stood at 121.88 Crore in FY23 as compared to Rs 169.67 Crore in
FY22. The Company's EBITDA margins turned negative and stood at (-)9.37%, primarily due to
liquidation of high-cost inventory and forex losses from foreign transactions
. Net profit stood at 62.98 Crore in FY23, compared to Rs107.02 Crore in FY22
2. Dividend
Your directors are pleased to inform that your Company has a consistent track- record
of dividend payment. In line with the Dividend Distribution Policy, and in compliance with
Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The
Company paid an Interim Dividend of 3/- (30%) per equity share having face value of 10/-
each for the financial year 2022-23. The aforesaid payment of Interim Dividend may be
treated as Final Dividend for the Financial Year 2022-23.
In the line of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)
(Second Amendment) Regulations, 2016 and stated above the Dividend Distribution Policy is
available on the website of the company https://www.insecticidesindia.com/policies/
3. Change in equity share capital
The Board of Directors of the Company at their meeting held on August 20, 2022 approved
the issue of Bonus Equity Shares in ratio of 1(one) new equity share for every 2
(two) existing equity shares held', The members vide their resolution dated September 23,
2022 approved the aforesaid proposals.
The paid up equity share capital of the company as on March 31, 2023 is
Rs29,59,78,370/- comprising of 29597837equity shares of Rs 10/- each; whereas paid up
Equity Share Capital of the Company as on March 31, 2022 was Rs19,73,18,910/- comprising
of 19731891 equity shares of Rs 10/- each.
Apart from the above, there was no change in the Company's Share Capital during the
year under review.
4. Credit Rating
The Company enjoys a good reputation for its sound financial management and ability to
meet in financial commitments.
CRISIL, a S&P Global Company, a reputed Rating Agency, has re-affirmed the credit
rating of CRISIL A/Stable for the long-term and CRISIL A1 for the Short-term Bank
facilities.
5. Award and Recognitions
Your company has received accolades from various industry platforms in the fields of
exports, management, and leadership within its sector. These achievements have been
detailed in the Awards section of this Annual Report.
6. Particulars of Loans given, Investment made, Guarantees given and Securities
provided
During the FY2023 your Company has not granted any Loan, Guarantee or provided
securities under Section 186 of the Companies Act, 2013 read with rules framed thereunder.
7. Deposits
Your Company has neither invited nor accepted any deposits from the public within the
preview of Section 73 of the Companies Act, 2013 ("the Act") during the year.
There is no unclaimed or unpaid deposit lying with the Company as on March 31, 2023.
8. Performance of Subsidiary, Joint Venture and Associates
The consolidated financial statements of the Company prepared in accordance with the
Companies Act, 2013 and applicable accounting standards form part of the Annual Report.
The consolidated financial statements include the financial statements of its subsidiary
Companies
. During the year under review, the wholly owned subsidiary was incorporated on
July 15, 2022 namely "IIL Biologicals Limited".
The Company has one joint venture namely "OAT & IIL India
Laboratories Private Limited" within the meaning of Section 2(6) of the Companies
Act, 2013 ("Act"), as on March 31, 2023.
Further, during the year under review, no company have ceased to be its subsidiary,
associate or joint venture Company.
Pursuant to the provisions of section 136 of the Companies Act, 2013, the financial
statements including consolidated financial statements along with the relevant documents
and audited accounts of subsidiaries are available on the website of the Company at https://insecticidesindia.com
Pursuant to section 129 of the Companies Act, 2013 a statement in Form AOC-1,
containing the salient features of the financial statements of the Company's subsidiaries
is attached with the financial statements. The statement provides details of performance
and financial position of the subsidiary. The contribution of the subsidiaries to the
overall performance of the company is given in the consolidated financial statements. The
highlights of performance of joint venture along with its contribution to overall
performance of the Company during the period are provided in form AOC-1 and annexed as
Annexure1.
The Financial Statements of the subsidiaries shall be made available to the
shareholders seeking such information and shall also be available for inspection at its
Registered Office.
The Policy for determining material subsidiaries as approved may be accessed on the
Company's Website in investor section: https://www.insecticidesindia.com/wp-
content/uploads/2020/10/Policy-on-Material-Subsidiaries.pdf
9. Consolidated Financial Statements
The Consolidated Financial Statements of the Company for the Financial Year 2022-23 are
prepared in compliance with the applicable provisions of the Act, Accounting Standards and
Regulations as prescribed by Securities and Exchange Board of India, SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (SEBI "Listing
Regulations").
The Consolidated Financial Statement have been prepared on the basis of audited
financial statements of the Company and its subsidiary and Joint Venture Company, as
approved by their respective Board of Directors.
Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the
Company, the Consolidated Financial Statements along with all relevant documents and the
Auditor's Report thereon form part of this Annual Report. The Financial Statements as
stated above are also available on the website https://www.insecticidesindia.com/investors-desk/
of the Company.
10. Transfer to Reserves
During the year under review, your directors do not propose to transfer any amount to
the reserves.
11. Management's discussion and analysis Report
Management's Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 read with Schedule V of the SEBI "Listing Regulations", is
presented in a separate section forming part of the Annual Report. Certain Statements in
the said report may be forward-looking. Many factors may affect the actual results, which
could be different from what the Directors envisage in terms of the future performance and
outlook.
12. Corporate Social Responsibility
The CSR policy formulated by the CSR Committee and approved by the Board, remains
unchanged. The same may be accessed on the Company's website at the link:
https://www.insecticidesindia.com/investors-desk/
The key philosophy of all CSR initiatives of the Company is guided by three core
commitments of Scale, Impact and Sustainability.
The Company has identified following focus areas for CSR engagement:
Rural Transformation: Creating sustainable livelihood solutions, addressing
poverty, hunger and malnutrition.
Environment: Environmental sustainability, ecological balance, conservation of
natural resources and promoting bio-diversity.
Health: Affordable solutions for healthcare through improved access, awareness and
health seeking behavior.
Education and Sports: Access to quality education, training and skill enhancement,
building sports & skills in young students.
Disaster Response: Managing and responding to disaster.
Art, Heritage and Culture: Protection and promotion of India's art, culture and
heritage.
The Company would also undertake other need based initiatives in compliance with
Schedule VII to the Act. The annual report on CSR activities is annexed herewith and
marked as Annexure - 2.
13. Risk Management
The Company has formulated the Risk Management Policy through which the Company has
identified various risks like, strategy risk, industry and competition risk, operation
risk, liability risks, resource risk, technological risk, financial risk. The Company
faces constant pressure from the evolving marketplace that impacts important issues in
risk management and threatens profit margins. The Company emphasizes on those risks that
threaten the achievement of business objectives of the Group over the short to medium
term. Your Company has adopted the mechanism for periodic assessment to identify, analyze,
and mitigation of the risk.
The appropriate risk identification method will depend on the application area (i.e.
nature of activities and the hazard groups), the nature of the project, the project phase,
resources available, regulatory requirements and client requirements as to objectives,
desired outcome and the required level of detail.
The trend line assessment of risks, analysis of exposure and potential impact shall be
carried out. Mitigation plans shall be finalized, owners identified, and progress of
mitigation actions shall be regularly and periodically monitored and reviewed.
Treatment options which are not necessarily mutually exclusive or appropriate in all
circumstances shall be driven by outcomes that include:
Avoiding the risk,
Reducing (mitigating) the risk,
Transferring (sharing) the risk, and
Retaining (accepting) the risk.
Risk Management Committee: The Company has constituted a Risk Management Committee
of the Board comprising of one executive director and two independent director of the
Company as required under Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Committee reviews the risk management
initiatives taken by the Company on quarterly basis and evaluate its impact and the plans
for mitigation. During the year, the Committee met on May 26, 2022, August 12, 2022,
November 07, 2022 and February 13, 2023. The Risk Management Policy can be accessed on the
Company's website at at https://www.insecticidesindia.com/investors-desk/
14. Vigil Mechanism
The Company promotes ethical behaviour in all its business activities and has put in
place a mechanism for reporting unethical behaviour, fraud, violations, or bribery. The
Company has Vigil Mechanism (Whistle Blower) Policy under which the employees are free to
report violations of applicable Laws and Regulations and the Code of Conduct, the same can
be accessed through the Chairman of the Audit Committee. The reportable matters may be
disclosed to the Ethics and Compliance Task Force which operates under the supervision of
the Audit Committee. Employees may also report to the Chairman of the Audit Committee.
During the year under review no such complaint has been received and no employee was
denied access to the Audit Committee for reporting violations. The details of the
aforementioned policy is available on the Company's website at https://www.insecticidesindia.com/investors-desk/
15. Disclosure of Remuneration & Particulars Of Employees And Related Disclosures
The information as required in accordance with Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the details regarding the remuneration and other requisite details are mentioned in
the Annexure 3 attached hereto.
List of top 10 employees' remuneration are annexed as Annexure-3 under Section
197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and
Managerial Personnel) Rules 2014.
No director of the Company who is receiving commission from the Company is in receipt
of any remuneration or commission from any holding company or subsidiary company of the
Company.
The Remuneration Policy of the company is available at
https://www.insecticidesindia.com/investors-desk/
16. Directors/Key Managerial Personnel Appointment, Re-appointment & Resignation
Directors
During the year, the Board of Directors, basis the recommendation of Nomination and
Remuneration Committee, has approved the re-appointment of Mr. Hari Chand Aggarwal,
Whole-time Director & Chairman of the Board for the period of 5 (five) years w.e.f.
October 01, 2022, liable to retire by rotation; Mrs. Nikunj Aggarwal as Whole-time
Director for a period of five years with effect from May 02, 2023, liable to retire by
rotation and Mr. Anil Kumar Goyal, Whole-time Director for the period of 5 (five) years
w.e.f August 20, 2022, liable to retire by rotation and the same has been approved by the
shareholders in 25th Annual General Meeting held on September 23, 2022
During the year under review, the shareholders of the company in the AGM held on
September 23, 2022, approved the re-appointment of Mr. Hari Chand Aggarwal, Chairman of
the Board, who was liable to retire by rotation.
Pursuant to provisions of Companies Act, 2013 (Act') and the Articles of
Association of the Company, Mr. Anil Kumar Goyal is liable to retire by rotation and being
eligible, offer himself for re-appointment. The Nomination and Remuneration Committee and
Board of Directors have recommended his re-appointment for the approval of the
shareholders of the Company in the forthcoming Annual General Meeting of the Company
Key Managerial Personnel
Key Managerial Personnel of the Company pursuant to Section 2(51) of the Act, read with
the Rules framed there under:
S. No Name |
Designation |
1. Shri Hari Chand Aggarwal |
Chairman &WTD |
2. Shri Rajesh Kumar Aggarwal |
Managing Director |
3. Smt. Nikunj Aggarwal |
Whole-time Director |
4. Mr. Anil Kumar Goyal |
Whole-time Director* |
5. Shri Sandeep Kumar |
Company Secretary & CCO |
6. Shri Sandeep Aggarwal |
Chief Financial Officer |
*Mr. Anil Kumar Goyal is appointed w.e.f. August 20, 2022
During the period under review none of the Key Managerial Personnel (KMP) has resigned
from the Company.
During the financial year 2022-23, all the necessary information, as mentioned in Part
A of Schedule II of SEBI Listing Regulations, has been placed before the board for
discussion and consideration.
17. Declaration by Independent Director
All the Independent directors have given declaration that they meet the criteria of
Independence laid down under Section 149 (6) of the Companies Act, 2013 and Regulation
16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that
they are not aware of any circumstance or situation, which exists or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence. The Board of Directors
of the Company has taken on record the declaration and confirmation submitted by the
Independent Directors after undertaking due assessment of the veracity of the same. In the
opinion of the Board, they fulfill the conditions of independence as specified in the Act
and the Rules made thereunder and are independent of the management. There has been no
change in the circumstances affecting their status as Independent Directors of the
Company.
The Board is of the opinion that all Directors including the Independent Directors of
the Company possess requisite qualifications, integrity, expertise and experience in the
fields of science and technology, industry experience, strategy, finance and governance,
IT and digitalization, human resources, safety and sustainability, etc.
The Independent Directors of the Company have confirmed that they have enrolled
themselves in the Independent Directors' Databank maintained with the Indian Institute of
Corporate Affairs (IICA') in terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment & Qualification of Directors) Rules, 2014, as amended. They are
exempt from the requirement to undertake the online proficiency self-assessment test
conducted by IICA.
During the year under review, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees,
commission and reimbursement of expenses incurred by them for the purpose of attending
meetings of the Board/Committees of the Board.
18. Directors Performance Evaluation Report
In terms of Companies Act, 2013 and SEBI Listing Regulations, there is requirement of
formal evaluation by the Board of its own performance and that of its committees and
individual directors.
The evaluation of Board of its own performance and that of its committees and
individual directors was conducted based on criteria and framework adopted by the Board.
The evaluation criteria have been explained in the Nomination and Remuneration Policy
adopted by the Board. The details of the aforementioned policy is available on the
Company's website at https://www.insecticidesindia.com/investors-desk/
Further the Board, in its meeting held on May 26, 2022 also evaluated the performance
of the Board, its committees and all Individual Directors including Chairman of the
Company and expressed its satisfaction over the performance of the Board, its Committees
and Individual Directors. Furthermore, Board is of the opinion that Independent directors
of the company are persons of high repute, integrity & possess the relevant expertise
& experience in their respective fields
19. Familiarisation Programme for Independent Directors
Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations, the
Company has formulated a programme for familiarising the Independent Directors pertaining
to which all new Directors (including Independent Directors) inducted to the Board go
through a structured orientation programme. The new Directors are given an orientation on
their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company, products of the business, group structure
and subsidiaries, Board constitution and procedures, matters reserved for the Board and
the major risks and risk management strategy of the Company.
During the year under review, Mr. Anil Kumar Bhatia, Independent Directors was inducted
to the Board. The details of the aforementioned programme is available on the Company's
website at https://www.insecticidesindia.com/investors-desk/
Further, the Company has received declaration from all the Independent Directors, as
envisaged in sub section (6) of Section 149 of the Companies Act, 2013.
20. Meeting of the Board
During the financial year 2022-23, the Board of Directors met 6 (Six) times, the
details of which are given in the Corporate Governance Report that forms part of the
Annual Report. The notice along with Agenda of each Board Meeting was given in writing to
each Director. The intervening gap between any two meetings was within the period
prescribed by the Act and SEBI Listing Regulations.
21. Board Committees
In compliance with the requirements of the Act and SEBI Listing Regulations, your Board
had constituted various Board Committees including Audit Committee, Nomination &
Remuneration Committee, Stakeholders Relationship Committee, Finance Committee, Corporate
Social Responsibility Committee and Risk Management Committee.
After the reporting period, the board has made revisions to the roles and
responsibilities, including changes to the names of committees. The Corporate Social
Responsibility has been renamed to Corporate Social Responsibility & Sustainability
Committee, and the Nomination & Remuneration Committee has been expanded to include
ethics, now known as the Nomination, Remuneration and Ethics Committee.
Details of the constitution of these Committees, which are in accordance with
regulatory requirements, have been uploaded on the website of the Company viz.
https://www.insecticidesindia.com/board-of-directors/ Details of scope, constitution,
terms of reference, number of meetings held during the year under review along with
attendance of Committee Members therein forms part of the Corporate Governance Report
annexed herewith this report. A detailed report on Corporate Social Responsibility
activities initiated by the Company during the year under review, in compliance with the
requirements of Companies Act, 2013, is annexed with this report.
22. Directors Responsibility Statement
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory,
cost and secretarial auditors and external consultants, including the audit of internal
financial controls over financial reporting by the statutory auditors and the reviews
performed by the Management and the relevant Board committees, including the Audit
Committee, the Board is of the opinion that the Company's internal financial controls were
adequate and effective during Financial Year 2022-23.
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, confirm that:
a) in the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards had been followed along with proper explanation relating
to material departures;
b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit of the Company for the year;
c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis.
e) the directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively;
f) the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
23. Contracts Or Arrangements With Related Parties
Your Company has formulated a policy on related party transactions which is also
available on Company's website at the link
https://www.insecticidesindia.com/investors-desk/ . The Board of Directors of the Company
has approved the criteria for making the omnibus approval by the Audit Committee within
the overall framework of the policy on related party transactions. Prior omnibus approval
is obtained for related party transactions which are of repetitive nature and entered in
the ordinary course of business and at arm's length. All related party transactions are
placed before the Audit Committee for review and approval.
All related party transactions entered during the Financial Year were in ordinary
course of the business and on arm's length basis under Section 188(1) of the Act and
Listing Regulations and hence a disclosure in Form AOC-2 in terms of clause (h) of
sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,
2014 is not required.
Details of the transactions with Related Parties are provided in the accompanying
financial statements, members may refer to Note No. 38 of Standalone and Note No. 40 of
Consolidated financial statement of the notes to accounts of the Company which sets out
related party disclosures pursuant to IndAS-24 and in compliance with the provision of
Section 134(3)(h) of the Act.
24. Details in respect of adequacy of Internal Financial Controls
The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of business, including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and timely preparation of reliable
financial disclosures.
Along with Statutory and Internal Auditor, the Company has an in-house Internal Audit
department with a team of qualified professionals. The internal audit department prepares
an annual audit plan based on risk assessment and conducts extensive reviews covering
financial, operational and compliance controls. Improvements in processes are identified
during reviews and communicated to the management on an ongoing basis. The Audit Committee
of the Board monitors the performance of the internal audit team on a periodic basis
through review of audit plans, audit findings and issue resolution through follow-ups.
Each year, there are at least four meetings in which the Audit Committee reviews internal
audit findings.
25. Details of Significant & Material Orders passed by the regulator or Courts
No significant and material order has been passed by the Regulators or Courts or
Tribunals impacting the going concern status of the Company and Company's operations in
future, details of which needs to be disclosed in the board's report as Section 134 (3)(q)
read with rule 8 of Companies (Accounts) Rules, 2014.
26. Material Changes and Commitments
There have been no material changes and commitments affecting the financial position of
the company which have occurred between the end of the financial year of the Company to
which the financial statements relate and the date of the report.
27. Auditors
a) Statutory Auditors
At the 25th AGM of the Company held on September 23, 2022 pursuant to the
provisions of the Act and the Rules made thereunder, M/s SS Kothari Mehta
& Company, Chartered Accountants (ICAI Regd. No.: 000756N) and M/s Devesh Parekh
& Co., Chartered Accountants (ICAI Regd. No.: 013338N) were appointed as Joint
Auditors of the Company for term of 5 (Five) consecutive Years.
The Board of Directors of the Company as per the recommendation of Audit Committee has
approved the remuneration payable to /s SS Kothari Mehta & Company, Chartered
Accountants (ICAI Regd. No.: 000756N) and M/s Devesh Parekh & Co., Chartered
Accountants (ICAI Regd. No.: 013338N), Chartered Accountants for the year 2022-23. Members
may refer to Note No. 28(a) of Standalone and Note No. 29(a) of Consolidated financial
statement of the notes to accounts of the Company for details of Auditors fees during the
period.
The Notes on financial statement referred to in the Auditors' Report are
self-explanatory and do not call for any further comments. The Auditors' Report does not
contain any qualification, reservation, adverse remark or disclaimer.
During the year under review, the Auditors had not reported any matter under Section
143 (12) of the Act, therefore no detail is required to be disclosed under Section 134
(3)(ca) of the Act.
The Company has received their continuing eligibility certificate confirming that they
satisfy the criteria provided under Section 141 of the Act.
b) Secretarial Auditor
The Board of Directors had appointed Akash Gupta & Associates, Company Secretaries,
(PCS Regis. No. 11038), to conduct Secretarial Audit for FY 2022-2023. During the year
under review the company complies with all applicable Secretarial Standards. The
Secretarial Report annexed to this report are self-explanatory and do not call for any
further comments. The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.
During the year under review, the Auditors had not reported any matter under Section
143 (12) of the Act, therefore no detail is required to be disclosed under Section 134
(3)(ca) of the Act.
In terms of Section 204 of the Companies Act, 2013, the Audit Committee recommended and
the Board of Directors appointed M/s. Akash Gupta & Associates, Company Secretaries
(PCS Registration No. 11038) as the Secretarial Auditors of the Company in relation to the
financial year 2023-24. The Company has received their consent for appointment.
A Secretarial Compliance Report for the financial year ended March 31, 2023 as required
under Regulation 24A of SEBI (LODR) Regulations 2015 has been submitted to the stock
exchanges within due time.
c) Cost Auditor
In terms of the requirement of Section 148 of the Act read with Companies (Cost Records
and Audits) Rules, 2014, the cost audit records maintained by the Company is required to
be audited.
The Audit Committee recommended and the Board of Directors appointed M/s Aggarwal
Ashwani K & Associates, Cost Accountants, as Cost Auditors of the Company, to carry
out the cost audit for the financial year 2023-24. The Company has received their written
consent that the appointment is in accordance with the applicable provisions of the Act
and rules framed thereunder. The remuneration of Cost Auditors has been approved by the
Board of Directors on the recommendation of Audit Committee and in terms of the Companies
Act, 2013 and Rules thereunder the requisite resolution for ratification of remuneration
of Cost Auditors by the members has been set out in the Notice of the 26th Annual
General Meeting of your Company.
During the FY 2022-23, the Cost Auditor has not reported any matter under Section
143(12) of the Act, therefore no details is required to be disclosed under Section
134(3)(ca) of the Act. The Cost Audit Report of the relevant period does not contain any
qualification, reservation, adverse remark or disclaimer.
d) Internal Auditors
The Board of Directors on recommendation of the Audit Committee, appointed M/s. Aditi
Gupta & Associates, Chartered Accountants as Internal Auditors of the Company for the
financial year 2022-23.
The Internal Auditors' Report submitted to the Board were not contained any
qualification, reservation, adverse remark or disclaimer, however suggestions given by the
internal auditors for the improvement of the system were taken into consideration by the
management.
No frauds have been reported by the Auditors under Section 143(12) of the Companies
Act, 2013 requiring disclosure in the Board's Report.
28. Corporate Governance
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements set out by the Securities and Exchange
Board of India (SEBI). The report on Corporate Governance as stipulated under the Listing
Regulations forms an integral part of this Report. The requisite certificate from the
Auditors of the Company confirming compliance with the conditions of Corporate Governance
is attached to the report on Corporate Governance.
29. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings &
Outgo
In terms of requirement of clause (m) of sub-section (3) of Section 134 of the
Companies Act, 2013 read with the Companies (Account)s Rules, 2014, the particulars
relating to conservation of energy, technology absorption, foreign exchange earnings and
outgo, as required to be disclosed under the Act, are provided in Annexure-4 to
this report.
30. Business Responsibility and Sustainability Report
Business Responsibility and Sustainability Report for the Financial Year 2022-23, as
stipulated under Regulation 34 of the SEBI Listing Regulations read with Circulars issued
by Securities and Exchange Board of India, forms part of the Annual Report and
annexed as Annexure-5.
31. Annual Return
In accordance with Section 92 (3) of the Act, the annual return for the financial year
2022-23 is available on Company's website at https://www.insecticidesindia.com/investors-desk/
32. Disclosure under the Sexual Harassment of Women at the Work Place (Prevention,
Prohibition and Redressal) Act, 2013
The Company has in place an Anti-Sexual Harassment Policy (Policy') in line with
the requirements of The Sexual Harassment of Women at the Work Place (Prevention,
Prohibition and Redressal) Act, 2013. Your Directors state that during the year under
review, no cases of sexual harassment have been reported.
Further, the company has complied with provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The said Policy is available on
Company's website at https://www.insecticidesindia.com/investors-desk/
33. Pollution Control
The Company has taken various initiatives to keep the environment free from pollution.
It has already installed various devices in the factories to control the pollution.
34. Unclaimed Dividend Transferred to Investor Education and Protection Funds (IEPF)
As per the Companies Act, 2013, dividends that are unclaimed for a period of seven
years, statutorily get transferred to the Investor Education and Protection Fund (IEPF)
administered by the Central Government. During the year under review, in terms of
provisions of Investors Education and Protection Fund (Awareness and Protection of
Investors) Rules, 2014. During the year under review, the Company has transferred the
unclaimed dividend (Final) for financial year 2014-15, aggregating to 68,000 was
transferred to Investors Education and Protection Fund.
As per Regulation 43 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, no shares are lying in the suspense
account of the Company.
The details of the nodal officer appointed by the Company under the provisions of IEPF
Rules are available on the website of the Company.
35. Insurance
The Company has taken the required insurance coverage for its assets against the
possible risks like fire, flood, public liability, marine, burglary etc.
36. Nature of Business
There is no change in the nature of business during the period under review.
37. Listing
The Company's equity shares are listed on BSE Limited ("BSE") & National
Stock Exchange of India Limited("NSE") having nation-wide trading terminals.
Annual listing fee for the Financial Year 2023-24 have been paid to NSE and BSE.
38. General
Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these matters during the year under
review:
a. Details relating to deposits covered under Chapter V of the Act. b. Issue of equity
shares with differential rights as to dividend, voting or otherwise. c. The Company does
not have any scheme of provision of money for the purchase of its own shares by employees
or by trustees for the benefit of employees. d. Any remuneration or commission received by
Managing Director of the Company, from any of its subsidiary. e. No significant or
material orders were passed by the Regulators or Courts or Tribunals which impact the
going concern status and Company's operations in future. f. During the period No fraud has
been reported by the Auditors to the Audit Committee or the Board. g. There is no
proceeding pending under the Insolvency and Bankruptcy Code, 2016. h. There was no
instance of onetime settlement with any Bank or Financial Institution.
39. Compliance with Secretarial Standards
During the year under review, your Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
40. Cautionary Statement
Statements in the Board's report and the Management Discussion and Analysis Report
describing the expectations or predictions, may be forward looking within the meaning of
applicable securities laws and regulations. Actual results may differ materially from
those expressed in the statement. Important factors that could influence the Company's
operations include: global and domestic demand and supply conditions affecting selling
prices, new capacity additions, availability of critical materials and their cost, changes
in government policies and tax laws, economic development of the country and other factors
which are material to the business operations of the Company.
41. Appreciation
Your Company has been able to perform efficiently because of the culture of
professionalism, creativity, integrity and continuous improvement in all functions and
areas as well as the efficient utilization of the Company's resources for sustainable and
profitable growth.
The Directors hereby wish to place on record their appreciation of the efficient and
loyal services rendered by each and every employee, without whose wholehearted efforts,
the overall satisfactory performance would not have been possible.
The Directors appreciate and value the contribution made by every member of the IIL
family.
|
|
For and on behalf of the Board |
|
|
Insecticides (India) Limited |
|
(Hari Chand Aggarwal) |
(Rajesh Kumar Aggarwal) |
Place: Delhi |
Chairman & WTD |
Managing Director |
Dated: August 10, 2023 |
DIN-00577015 |
DIN-00576872 |
|