To,
The Members,
India Pesticides Limited
The directors have pleasure in presenting their Annual Report of the Company together with the Audited Accounts for the Financial Year ended on 31st March 2024.
Summary of Financial Information:
(All amount in Indian rupees crores, unless otherwise stated)
State of Company's Affairs
During the Financial year, the Company has earned a net profit of H 61.20 crores as compared with the previous year's profit of H 144.47 crores.
During the year, the Company has earned a consolidated net profit of H 60.17 crores as compared with the previous year's profit of H 143.24 crores.
During the year, the Company's NABL Analytical R&D Lab has been accredited by the Department of Agriculture and Farmers Welfare, Ministry of Agriculture and Farmers Welfare, Government of India. The name of our NABL is currently included on the 17th position of the GLP/NABL accredited laboratories list on the CIB RC Portal.
During the year the Company has been awarded the Technical Equivalence (TEQ) certification by the European Union (EU) for our advanced herbicide technical product.
Our expertise in advanced process chemistry, manufacturing process efficiency and backward integration strategies has positioned our company at the forefront of the industry. Our R&D competencies have enabled us to enhance our existing products and explore new areas with significant growth potential. We remained committed to improving our product mix while increasing and improving our production capabilities.
During the year, the Company has received the allotment letter of the area of the plot is 11,461.00 square meters of land adjacent to its existing Sandila Plant for setting up a manufacturing unit of "Pesticides"
Capacity Expansion
During the year under review, the technical capacity of our Sandila Plant was raised by 2,700 MT, and we intend to utilize two more manufacturing blocks at the current Sandila plant for herbicide technicals and intermediates. This increase in production capacity will boost process efficiency and bring about economies of scale.After launch of 2,700 MT technical capacity during FY24, as on 31.03.2024, the installed capacity of Technicals increased to 24,200 MT from 21,500 MT.
A brief description of our Technicals & Formulations in our both plants are as follows:
Changes in the Structure of Share Capital, if any:
The Authorized Share Capital of the Company as on 31.03.2024 was H 15,00,00,000 divided into 15,00,00,000 Equity Shares of H 1 each and the Paid-Up Equity Share Capital as on 31.03.2024 was H 11,51,63,508 divided into 11,51,63,508 Equity Shares of H 1 each. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares.
Subsidiaries, Joint Ventures or Associate Companies
Our Company has two Subsidiaries one is a Wholly Owned Subsidiary named Shalvis Specialities Limited the other one is a Subsidiary named Amona Specialities Private Limited incorporated on 04.01.2024. The Statement containing salient features of the Financial Statement of Subsidiaries/ Associate companies/joint ventures (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 is attached AOC-1 as Annexure 1.
Details of Subsidiaries are as under:-
I. Shalvis Specialities Limited ("SSL")
SSL was incorporated on January 18, 2021 as a public company limited by shares under the Companies Act, 2013. Having corporate identification number is U24290UP2021PLC140490. It has its registered Office at 35-A, Civil Lines, Bareilly 243001 and it's Corporate Office at Water Works Road, Swarup Cold Storage, Aishbagh, Lucknow.
SSL is authorized to engage in the business of Manufacturing Agrochemicals, Intermediates, API and Fine Chemicals for Export & Indigenous use among other things, manufacture, production, formulation, sale and trade of all types of agricultural chemicals and pesticides under the objects clause of its memorandum of association.
During the year SSL successfully commenced its first phase of commercial production on 28.03.2024 in the First Block situated at Plot No. TM-1, UPSIDC, Industrial Area, Sumerpur, Dist. Hamirpur, Uttar Pradesh-210502, (India).
Capital Structure of SSL Subsidiary (Wholly Owned Subsidiary)
As on 31st March, 2024 the Authorized Share Capital of the Company is H 30,00,00,000/- divided into 3,00,00,000 equity shares of Rs10 each and the issued, subscribed and paid-up share capital is H 27,90,00,000/- divided 27,90,000 equity shares of H 10 each.
During the year the Company's paid-up capital increased from 4,65,00,000/- divided into 46,50,000 equity shares of H 10 each to H 27,90,00,000/- divided 27,90,000 equity shares of H 10 each.
II. Amona Specialities Private Limited ("ASPL")
ASPL was incorporated on January 04, 2024 as a Private Limited Company, Limited by shares under the Companies Act, 2013. Its CIN is U20210UP2024PTC195286. It has its Registered Office at 7-Way Lane, Corporation no. 27/12 Hazratganj, Gokhley Marg, Lucknow, 226001 and its Corporate Office at Water Works Road, Swarup Cold Storage, Aishbagh, Lucknow, 226004.
ASPL is authorized to engage in the business of asset-light business model whereby it will focus on identifying generic molecules preparing dossiers, seeking registrations, marketing, and distributing formulations/technical through third-party distributors or its own sales force.
Capital Structure of ASPL Subsidiary
The Authorised Share Capital of ASPL is H 1,00,00,000/- divided into 10,00,000 equity shares of H 10 each.
The issued, subscribed, and paid-up share capital of ASPL is H 1,00,00,000/- divided into 10,00,000 equity shares of H 10 each.
The annual accounts of both the subsidiaries company are available for inspection by any shareholder at the Company's registered office and interested shareholders may obtain it by writing to the Company Secretary of the Company. The same are also placed on the website at https://www.indiapesticideslimited.com/ InvestorRelations.php
The Company does not have any material subsidiary. The policy for determining material subsidiaries can be downloaded from the website of the Company at Policy for Determining Material Subsidiaries
The Company has noJoint Venture or Associate Company.
Consolidated Financial Statements
The Consolidated Financial Statements of the Company and its subsidiaries are prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 ('Ind AS'). The Audited Consolidated Financial Statements together with the Auditor's Report thereon forms part of this Annual Report. The Annual Financial Statements of the subsidiaries i.e Shalvis Specialities Limited(SSL) and Amona Specialities Private Limited(ASPL) and related detailed information will be made available to Members seeking information till the date of the AGM. They are also available on the website of the Company at https://www.indiapesticideslimited.com/ InvestorRelations.php
The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16( 1 )(c) of the SEBI Listing Regulations. The Policy, as approved by the Board, is uploaded on the Company's website at the weblink: https:// www.indiapesticideslimited.com/InvestorRelations.php
Material Changes and Commitments during the Year
There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year 2023-24 of the company to which the financial statements relate and the date of the report during the year under review, as required under Section 134(3)(l) of the Companies Act, 2013.
Internal Financial Controls
The Company has laid down Internal Financial Controls that include a risk-based framework to ensure orderly and efficient conduct of its business, safeguarding of its assets, accuracy and completeness of the accounting records and assurance on the reliability of financial information. The Company maintains adequate and effective internal control systems commensurate with its size and complexity. An independent internal audit function is an important element of the Company's internal control systems. This is executed through an extensive internal audit programme and periodic review by the management and the Audit Committee. Independence of the Internal Auditor is ensured by way of direct reporting and presentation to the Audit Committee. The Audit Committee has satisfied itself on the adequacy and effectiveness of the internal financial control systems laid down by the management. The Statutory Auditors have confirmed the adequacy of the internal financial control systems over financial reporting. Further, details of the internal control systems are given in the Management Discussion and Analysis which forms part of this Annual Report.
Adequacy of Internal Financial Controls - Rule 8(5)(viii) of The Companies (Accounts) Rules, 2014
The Company has, in all material respects, an adequate system of Internal Controls over Financial Reporting and
Such Internal Controls over Financial Reporting Were Operating Effectively as at 31st March, 2024.
Change in the Nature of Business
During the year, there was no material change in nature of the business of the Company.
ESOP
The Company has approved ESOP 2023 in its Meeting of Nomination & Remuneration Committee and the same is also approved in its Board Meeting held on 30.05.2023.
Pursuant to the Provisions of Section 62(1)(b) and all other applicable provisions, if any of the Companies Act, 2013 read with rules framed thereunder and SEBI Regulations(including any statutory modification(s) or re-enactment thereof for the time being in force, the Memorandum and Articles of Association of the Company, permissions and sanctions as may be necessary and prescribed or imposed while granting such approvals, consent of the Shareholders of the Company ("Shareholders") be and is hereby approved in its Annual General Meeting held on 24-08-2023 for grant of "India Pesticides Employees Stock Option Plan, 2023 (hereinafter inferred to as the "ESOP 2023"/ "Plan") up to 28,79,088 (Twenty Eight Lakh Seventy Nine Thousand Eighty Eight only) Employee Stock Options ("ESOPs") to the permanent employees including Directors of the company (other than promoter(s) or Directors not belonging to the promoter group of the company, Independent Directors and Directors holding directly or indirectly more than 10% of the outstanding equity shares of the Company), whether whole time or otherwise, whether working in India or out of India (hereinafter referred to as an "Employee(s)"), as may be decided solely by the Board under the Plan, exercisable into not more than 28,79,088 (Twenty Eight Lakh Seventy Nine Thousand Eighty Eight) equity shares of the Company in aggregate of face value of Rs.1/- (Rupee One) each, at such price or prices, in one or more tranches and on such terms and conditions, as may be determined by the Board in accordance with the provisions of the Plan and in due compliance with all applicable laws and regulations.
Details of options vested, exercised and cancelled will be provided.
Dividend
On 30th May, 2024, the Board of Directors in its meeting recommended a dividend of H 0.75 per share (i.e.@75% of the face value of H,1/- each on the Equity Shares of the Company for the year ended 31 March, 2024). In the previous year 2022-23 also, the dividend paid to the shareholders was H
0.75 per share (i.e. @75% of face value of H 1/-) on the Equity Shares of the Company If the dividend, as recommended above, is approved by the Members at the ensuing Annual General Meeting ('AGM'), the total outflow towards dividend on Equity Shares for the year would be H 8,63,72,631.
In view of the changes made under the Income tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Members, your Company shall, accordingly, make the payment of the Dividend after deduction of tax at source.
The Dividend Distribution Policy as approved by the Board is uploaded on the Company's website under the head 'Policies' at Dividend Distribution Policy
Transfer of Unclaimed Dividend to Investor Education and Protection Fund:
The Company does not have any funds as contemplated under Section 125 of the Act lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). Mr. Ajeet Pandey, Company Secretary and Compliance Officer has been appointed as a Nodal Officer of the Company and other details are available on the website of the Company.
In terms of the provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders subject to tax deduction at source at the applicable rates. For further details on taxability, please refer to Notice of annual general meeting.
The dividend recommended is in accordance with the principles and criteria as set out in the dividend distribution policy.
Management Discussion & Analysis
The Management Discussion and Analysis for the year under review, as stipulated under regulation 34 of the Listing Regulations, is presented in a separate Section, and forms an integral part of this Report. It, inter-alia, provides details about the Indian economy, business performance review of the Company's various businesses, risks and concerns and other material developments during FY 2023-24, on businesses of the Company.
Transfer to Reserves & Surplus
During the year under review, the Company has not transferred any amount to the General Reserve. However, the Current Year's profit of H 61.40 crore has been included under the head Retained Earnings during the year under review and the closing balance of the retained earnings of the Company for Financial Year 2023- 2024, after all adjustments were H 816.24 crores.
Directors & Key Managerial Personnel
During the Year, Mr. Anand Swarup Agarwal NonExecutive Director has resigned from the position of the Chairpersonship and Dr. Madhu Dikshit Independent Director of the Company appointed as the Chairperson of the Company on 14.12.2023 by the Board of Directors via Resolution by circulation.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are Mr. Rajendra Singh Sharma, Whole-time Director, Mr. Dheeraj Kumar Jain, Chief Executive Officer, Mr. Satya Prakash Gupta, Chief Financial Officer and Mr. Ajeet Pandey, Company Secretary and Compliance Officer.
During the year under review, the composition of the Board has been expanded from 6 Directors to 8 Directors by the induction of Mr. Vishal Swarup Agarwal & Mr. Vishwas Swarup Agarwal as a Non-Executive Director. As on the date of the report, the Board comprises, 3 Independent, 4 Non-Executive Non Independent and 1 Executive Directors, details thereof have been provided in the Corporate Governance Report
However there is no change in Key Managerial Personnel during the Financial Year 2023-24.
Appointment /Re-Appointment:
The following appointments/reappointments took place during the year 2023-24:
Mr. Rajendra Singh Sharma, Whole-time Director (Executive Director) was reappointed for the further period of 5 years w.e.f 1st October, 2023 by the Board of Directors at their meeting 30th May, 2023, subject to the approval of shareholders and the same has been obtained at the Annual General Meeting held on 24th August, 2023
During the year, Mr. Satya Prakash Gupta has been reappointed as Chief Financial Officer of the Company for a period of 2 years i.e. w.e.f. 28.09.2023, based on the recommendation of the Nomination and Remuneration Committee.
Mr. Vishal Swarup Agarwal and Mr. Vishwas Swarup Agarwal has been appointed by the Board of Directors as an Additional Directors (Non-Executive Directors), with effect from 06-11-2023. Their appointment has been regularized by obtaining, Shareholder's approval through Postal ballot dated 19th January, 2024.
Pursuant to Regulation 36 (3) of the SEBI (LODR) 2015, Mr. Rajendra Singh Sharma has not resigned in the past three years from any of the listed entities.
Retirement by Rotation:-
In accordance with the provisions of Section 152 of the Act and in terms of Article 112(2) of the Articles of Association of the Company, Mr. Anand Swarup Agarwal, Non-Executive Director of the Company, retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.
The Brief profile of Director being re-appointed is given in the Notice convening the ensuing Annual General Meeting of the Company.
Board Diversity
The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender, that will help us retain our competitive advantage. The Board Diversity Policy adopted by the Board sets out its approach to diversity. The weblink for the Policy is Board Diversity Policy. Additional details on Board diversity are available in the Corporate Governance Report that forms part of this Annual Report.
Board and Committee Meetings
Board and Committees Meeting details are as under:-
a. Details of the Board Meetings
During the year under review, 5 (five) Board Meetings were held, details of which are provided in the Corporate Governance Report.
b. Composition of the Audit Committee
As on March 31, 2024, the Audit Committee comprised 3 (three) Members out of which 2 (two) are Independent Directors, Mr. Mohan Vasant Tanksale (Chairperson) and Mr. Adesh Kumar Gupta (Member) and 1 (one) is a Non-Independent & Non-Executive Director, Mr. Rahul Arun Bagaria (Member). During the year, 5 (Five) Audit Committee Meetings were held, details of which are provided in the Corporate Governance Report.
There have been no instances during the year when recommendations of the Audit Committee were not accepted by the Board.
c. Composition of the Nomination & Remuneration Committee
As on March 31,2024, the Nomination & Remuneration Committee comprised 3 (three) Members out of which 2 (two) are Independent Directors, Mr. Adesh Kumar Gupta, (Chairperson) and Dr. Madhu Dikshit (Member) and 1 (one) is a Non-Independent & Non-Executive Director, Mr. Rahul Arun Bagaria (Member). During the year, 5 (Five) Nomination & Remuneration Committee Meetings were held, details of which are provided in the Corporate Governance Report.
There have been no instances during the year when recommendations of the Nomination & Remuneration Committee were not accepted by the Board.
d. Composition of the Corporate Social Responsibility ('CSR') Committee
During the year, the Committee comprised 4 (Four) Members out of which 1 (one) is Independent Director, Mr. Mohan Vasant Tanksale (Chairperson), 1 (one) is Non-Independent & Non-Executive Director, Mr. Anand Swarup Agarwal, and 1 (one) is Executive Director, Mr. Rajendra Singh Sharma, Mr. Vishal Swarup Agarwal* Non-Independent & Non-Executive Director as its members.
During the year under review, 1 (one) CSR Committee Meetings were held, details of which are provided in the Corporate Governance Report.
Mr. Vishal Swarup Agarwal has been appointed as Member of the Committee by the Board of Directors in it's Board Meeting dated 07-02-2024
e. Composition of Stakeholder Relationship Committee ('SRC')
During the year, the Committee comprised 4 (Four) Members out of which 1 (one) is Non-Executive and Non-Independent Director, Mr. Anand Swarup Agarwal (Chairperson), 1 (one) is Independent Director, Mr. Adesh Kumar Gupta, and 1 (one) is Executive Director, Mr. Rajendra Singh Sharma, Mr. Vishwas Swarup Agarwal* Non-Independent & Non-Executive Director as its members.
During the year under review, 4 (four) Stakeholder Relationship Committee Meetings were held, details of which are provided in the Corporate Governance Report.
Details on other committees including their composition, number of meetings held and terms of reference are included in the Corporate Governance Report.
Mr. Vishwas Swarup Agarwal has been appointed as Member of the Committee by the Board of Directors in it's Board Meeting dated 07-02-2024.
f. Composition of the Risk Management Committee ('RMC')
During the year, the Committee comprised 6 (six) Members out of which 3 (three) are Non-Executive and Independent Director, 1 (one) Non-Executive Director, Dr. Madhu Dikshit is (Chairperson) and Independent Director, Mr. Mohan Vasant Tanksale Independent Director, Mr. Adesh Kumar Gupta Independent Director, Mr. Dheeraj Kumar Jain Chief Executive Officer and Mr. Satya Prakash Gupta Chief Financial Officer as its members.
During the year under review, 2 (Two) Risk Management Committee Meetings were held, details of which are provided in the Corporate Governance Report.
g. Resolution by circulation
During the year Resolution by circulation was conducted with the prior approval of the Board. Circular was circulated on 13-12-2023 and Board of Directors of the Company has approved and passed following resolutions by circulation dated 14-12- 2023.Details of which are disclosed in the Corporate Governance Report.
Management Committee
The day-to-day management of the Company is vested with the Management Committee, which is subjected to the overall superintendence and control of the Board. The Management Committee is headed by the Mr. Anand Swarup Agarwal Promoter of Company and Non-Executive Director.
Auditors and Report thereon
Under Section 139 of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the provisions of Companies Act, 2013. In line with the requirements of the Companies Act, 2013,
During the year, no change in the appointment of the Statutory Auditor of the company, however, Lodha & Co., Chartered Accountants (Firm registration number 301051E) was appointed as the statutory auditors of the Company, to hold office for a period of five consecutive years from the conclusion of the 35th AGM of the Company held on December 21, 2020, till the conclusion of the 40th AGM to be held in 2025.
During the year under review, the statutory auditors have not reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers of employees, therefore, no detail is required to be disclosed in the Board Report under Section 134(3)(ca) of the Companies Act, 2013.
During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act 2013.
Secretarial Auditors and Secretarial Audit Report
Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made there under, the Company has appointed M/s. GSK & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report is annexed as Annexure 2 and forms an integral part of this report.
There is no secretarial audit qualification for the year under review.
Further, the Board of Directors at their meeting held on 30th May, 2024 has reappointed M/s. GSK & Associates, as the Secretarial Auditor of the Company for the Financial Year 2024-25.
Cost Audit
The Company is required to maintain cost records pursuant to Section 148 of the Companies Act, 2013 and rules made thereunder and the same have been maintained in compliance with the provisions.
M/s Honey Singh & Associates, Cost Accountants (FRN: 101134), Lucknow was appointed as cost auditor to conduct the cost audit of books and accounts of the Company for the Financial Year 2023-24.
Further the Board of Directors at their meeting held on 30th May, 2024 has reappointed M/s Honey Singh & Associates, Cost Accountants (FRN: 101134), Lucknow as Cost Auditor of the Company for the Financial Year 202425. The remuneration payable to Cost Auditor is subject to ratification by the shareholders of the Company, accordingly a resolution shall be placed at the ensuing Annual General Meeting for approval.
Internal Auditor
The Board of Directors have appointed Adroit & Ardent Private Limited, as the Internal Auditor of the Company for conducting the internal audit for the FY 2023-24.
Further the Board of Directors at their meeting held on 30th May, 2024 has reappointed Adroit & Ardent Private Limited, as the Internal Auditor of the Company for the Financial Year 2024-25.
Comments by Board on Auditors' Report:
The Auditors' report read along with notes to accounts is self-explanatory and therefore does not call for any further comments. The Auditors' Report does not contain any qualification, reservation, or adverse remark.
Compliance under Secretarial Standards:
The Company is in compliance of all Secretarial Standards issued by The Institute of Company Secretary of India from time to time.
Particulars of Loans, Guarantees and Investments
Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to Financial Statements.
Related Party Transactions
All related party transactions that were entered into during the financial year were on arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. No material related party transactions were entered into during the financial year by the Company. Therefore, the disclosure of related party transactions as required under Section 134(3) (h) of the Act in Form No. AOC- 2 is not applicable to the Company and hence the same is not provided. All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are planned/repetitive in nature and omnibus approvals are taken as per the policy laid down for unforeseen transactions. Related party transactions entered pursuant to the omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. All the related party transactions under Ind AS-24 have been disclosed at note no. 37 to the standalone financial statements forming part of this Annual Report. An assessment by an independent firm is carried out from time to time on all the related party transactions entered into by the Company.
The Company has a Policy on Related Party Transactions in place which is in line with the Act and the SEBI Listing Regulations and the same is also available on the Company's website at Related Party transaction
Risk Management
The Company is exposed to various potential risks that can disrupt the operations of the Organization. Company follows robust risk management practices to mitigate any potential risks and ensure efficient operations.
Company's comprehensive risk management framework identifies, assesses, mitigates and monitors both internal and external threats. The Company undergoes the process of conducting a thorough Probability & Impact Analysis after identifying the risk factors, ensuring timely application of mitigation strategies to curtail the risks faced by the Company. The Company has a committee comprising the Chairman, CEO, CFO and other Independent Directors, which supervises the risk management framework.
In addition to this, the Company also has a Risk Management Committee of Executives, which is a Sub-Committee of Executives. The Sub-Committee of Executives is responsible for identifying risks and implementing effective practices. The target of this committee is to ensure the efficiency and functionality of the risk management framework of Company.
Risk Management Policy
The Company has a Risk Management Policy to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact
on the business objectives and enhance the Company's competitive advantage. The Risk Management Policy as approved by the Board is uploaded on the Company's website at Risk Management Policy
Deposits
1. Accepted during the year: NIL
2. Remained unpaid or unclaimed as at the end of the year: NIL
3. If there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:
a. At the beginning of the year: NIL
b. Maximum during the year: NIL
c. At the end of the year: NIL
Deposits not in compliance with Chapter V of the Act
The Company has not accepted any amount covered under the provisions of Section 73 of Companies Act, 2013 and Rules made there under.
Directors Responsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 your directors state that:
(a) in the preparation of the annual accounts, 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 and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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.
Declaration by Independent Directors
The Company has received declaration from all independent directors (within the prescribed time limit) in accordance with the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (LODR) Regulations, 2015.
Policy on directors' appointment and remuneration
The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31, 2024, the Board has Eight members, one of whom is Executive Director, Four Non-Executive and Non-Independent Director and three Independent Directors. One of the Independent Director on the Board is women. The details of Board and committee composition, tenure of directors, areas of expertise and other details are available in the Corporate Governance report that forms part of this Annual Report. The policy of the Company on directors' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at Policy on directors' appointment and remuneration.
We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.
Formal Annual Evaluation of the performance of the board, its committees, chairperson and individual directors
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board of Directors has carried out an annual evaluation of its own performance, its Committees, Independent Directors, Non-Executive Directors, Executive Director and the Chairperson of the Board.
The Nomination and Remuneration Committee of the Board has laid down the manner in which formal annual evaluation of the performance of the Board, its Committees and Individual Directors has to be made. It includes circulation of evaluation forms separately for evaluation of the Board and its Committees, Independent Directors/Non- Executive Directors/Executive Director and the Chairman of your Company.
The performance of Non-Independent Directors, the Board as a whole, and the Committees of the Board has been evaluated by Independent Directors in a separate meeting. At the same meeting, the Independent Directors also evaluated the performance of the Chairperson of your Company, after taking into account the views of Executive Director and Non-Executive Directors. Evaluation as done by the Independent Directors was submitted to the Nomination and Remuneration Committee and subsequently to the Board.
The performance of the Board and its Committees was evaluated by the Nomination and Remuneration Committee after seeking inputs from all the Directors, on the basis of criteria such as the Board/Committee composition and structure, effectiveness of the Board/Committee process, information and functioning, etc.
The performance evaluation of all the Directors of your Company (including Independent Directors, Executive Director and Non-Executive Directors and Chairperson), is done at the Nomination and Remuneration Committee meeting and the Board meeting by all the Board members, excluding the Director being evaluated on the basis of criteria, such as contribution at the meetings, strategic perspective or inputs regarding the growth and performance of your Company, among others. Following the meetings of Independent Directors and of Nomination and Remuneration Committee, the Board at its meeting discussed the performance of the Board, as a whole, its Committees and Individual Directors. All the Independent Directors of the Company have duly complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013. The details of familiarization programmes attended by the Independent Directors during the Financial Year 2023-24 are available on the website of the Company at https://www.indiapesticideslimited.com/#
Business Responsibility and Sustainability Report
As per regulation 34(2)(f) of the Listing Regulations, a separate section on Business Responsibility and Sustainability Report, describing the initiatives taken by your Company from environmental, social and governance perspective, forms an integral part of this Annual Report.
Research and Development (R&D)
The R&D projects portfolio is focused on improving the relative market position of your Company's businesses in the face of increasingly volatile and competitive business environment. The focus is on developing and commercializing premium differentiated products, improving our competitive cost position, product quality and environmental sustainability. To support these goals, the businesses are managing a pipeline of projects that are addressing near and mid-term needs, as well as the exploration of future opportunities.
Corporate Social Responsibility
India Pesticides Limited ("IPL"/ "Company") believes that the contribution towards socio-economic development as environmental and social steward is a key factor required for holistic professional growth.
Collaborating with teams of expert social organisations when we went public listing, focusing more on environmental and sustainability factors in line with circular economy in 202223 and aligning CSR activities with UN-SDG in 2023-24 is the evolvement IPL has brought in social engagement with responsibility. Our approach is well guided by the Directors in CSR Committee. Quarterly review by the Directors and monthly review on progress of activities by the CSR Core team are governing factors. Now, is time to focus on impact on all activities so far done. 2024-25 would be dedicated on Impact Studies and further expand our scope of work.
As a socially responsible Company, India Pesticides Limited (IPL) is committed to increasing its Corporate Social Responsibility (CSR) impact with an aim of playing a bigger role in sustainable development of our society. IPL as a corporate is committed to uphold its social responsibility with reverberating belief 'Care the World with Care'. Our aim is to uplift standard of environment for society within & outside the organization, while preserving company's profitability. Corporate Social Responsibility ("CSR") at India Pesticides Limited ("Company") portrays the synergetic connection between the Company and the community in which it operates. The objective is bringing about a difference and adding value in the area where there is a need of support for development in our society.
The projects undertaken by the Company are within the broad framework of Schedule VII of the Companies Act, 2013. In line with the same the Company in addition to all other activities is spending a major portion on identified projects such as: i.e. Shuchita, Unnati & Oorjarakshan.
CSR Initiative: SAMAGRA SUDHAR in which IPL has adopted 4 villages in Sandila, Hardoi where we sow the "seed of sustainability" in future generation - Children and Youth in villages, with a hope that every act of their, would be by keeping a better tomorrow in their mind.
In 2023-24, the highlight of the project is that our Chairperson - Dr Madhu Dikshit through her gracious presence and interactions with children & youths of villages, opened gates of "Swarup Kaushal Vikas Kendra" - a skill development centre developed by IPL, where the latter can nurture skills of their interest
CSR initiative "Chuppi Tod - Halla Bol" enkindles all those sufferers who undergo Child Sexual Abuse. There is a need in society to bring in change on the intensity of taboo on Child Sexual Abuse, which is shrouded in silence. "More we hide and less we act on the crime, more the numbers will be". Our Indian Government along with UNICEF, Ministry of Women & Child Development, NCPCR, and various Nonprofit organisations works to prevent child sexual abuse by taking several measures. We responsibly support those initiatives in this front.
Spreading the Awareness on POCSO Act in the society, Strengthen the approachability for children with governing authorities, law makers and law maintainers without hesitation, Make the children aware of their security and child rights, Teach them few tricks of self-defense, To evolve selected police stations as a place where children can fearlessly walk-in and confide etc are few of the objectives of the project.
CSR Initiative: Rain Water Harvesting, aimed at developing Rain Water Harvesting systems on unused roof tops in Government Schools. Two Government Schools in Sandila, Hardoi have Roof Top Rain Water Harvesting, students were taught on how the system works and its benefits. In addition to that through this CSR project, awareness program was conducted WASH hygiene system, constructed washing facilities at schools.
Sensitization on importance of required Health Fitness in the society is the mission that was carried out through installing Open Gyms in Parks. Initially parks in Lucknow city were identified through a survey where people in the surrounding community visit in large numbers. Requisition to the Mayor and Municipal Commissioner of Lucknow Nagar Nigam (Municipal Corporation) was taken. Authorities' cooperation and collaboration helped us to develop Open Gyms in the Five parks as part of first phase.
During the year under review, Your Company has total obligation for the Financial Year 2023-24 H 39431865.10/- towards CSR Activities in terms of the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, Your Company has actually spent H 10510575.00/- in the Financial Year 2023-24, towards CSR Activities. The unspent amount of H 2,89,21,290.00/- in the amount of CSR spending is attributable to ongoing projects which will be completed by the Company in due course and the same had been duly transferred to the Unspent CSR Account on April 30, 2024. In compliance of the above, the Board took note of transfer of unspent amount of CSR of H 2,89,21,290.00/- on 30th April, 2024.
The initiatives undertaken by your Company during the year have been detailed in CSR Section of the Annual Report. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, is set out herewith as Annexure 3 to this Report.
Corporate Governance Report
Your Directors reaffirm their continued commitment to the best practices of Corporate Governance. Corporate Governance principles form an integral part of the core values of your Company. Your Company was compliant with the provisions relating to Corporate Governance. The Corporate Governance Report for the year under review, as stipulated under regulation 34 of the Listing Regulations, is presented in a separate section, and forms an integral part of this Report.
Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
(A) Conservation of energy:
(i) The steps taken or impact on conservation ofenergy:
The products manufactured by the company are material intensive. However, consistent efforts are being made for identifying the potential for energy saving.
(ii) The steps taken by the company for utilizing alternate sources of energy:
Company is exploring possibility of roof top Solar Energy System.
(iii) The Capital investment on energy conservation equipment is H 0.043 cr.
(B) Technology absorption:
i. The efforts made towards technology absorption:
All process technologies are developed inhouse at the R&D.
The R&D is equipped with instruments and equipment to generate products from gram scale to kilo scale. After completely studying the process in pilot plant, standard operating procedures are developed for implementation in the plant.
ii. The benefits derived:
1. Reduction in cost of manufacturing
2. Commercialization of new product
iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): No technology has been imported by the Company.
iv. The expenditure incurred on Research and Development: H 1.73 crore.
(C) Foreign exchange earnings and Outgo:
a. Foreign Exchange earned in terms of actual inflows during the year: H 204.13 crore.; and
b. Foreign Exchange outgo during the year in terms of actual outflows: H 112.93 crore.
Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company's Operations in future
The Company has not received any order passed by Regulators or Courts or Tribunals impacting the Going Concern Status and the Company's operations in future.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24.
Application made or any Proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
There is no such application made or proceedings pending during the year under review.
Difference between amount of the Valuation done at the time of One Time Settlement and the valuation done while taking loan from the Banks or Financial Institutions
There is no such valuation done during the year under review.
Particulars of employees
The Company had 949 permanent employees as on March 31, 2024. The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) (as required under the Companies Act, 2013) to the median of employees' remuneration, and the list of top 10 employees in terms of remuneration drawn, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, form part of Annexure 4 to this Board's report.
Insurance
The Company continues to carry adequate insurance cover for all its assets against foreseeable perils like fire, flood, earthquake, etc. and continues to maintain the Liability Policy as per the provisions of the Public Liability Insurance Act.
Credit Ratings
During the year under review, the Company had a short-term credit rating of CARE A1+ and a long-term rating of CARE A+; Stable / CARE A1+ (Single A Plus; Outlook:Stable / A One Plus) by CRISIL Limited for bank loan facilities aggregating to H 160 crore.
Vigil Mechanism:
In accordance with the provisions of the Act and listing regulations, Vigil Mechanism for directors and employees to report genuine concerns has been established.
The Vigil Mechanism Policy has been uploaded on the website of the Company under investor relations/ listing compliances tab at Policy on Vigil Mechanism.
Annual Return
The Annual Return as provided under Section 92 of the Act is available on the website of the Company at https://www. indiapesticideslimited.com
Acknowledgement
Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.
By the order of the Board.
For India Pesticides Limited