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Aimco Pesticides Ltd.

BSE: 524288 Sector: Agri and agri inputs
NSE: AIMCOPEST ISIN Code: INE008B01013
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VOLUME 3331
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P/E 13.31
Mkt Cap.(Rs cr) 155
Buy Price 167.85
Buy Qty 93714.00
Sell Price 0.00
Sell Qty 0.00
OPEN 167.85
CLOSE 167.85
VOLUME 3331
52-Week high 167.85
52-Week low 54.40
P/E 13.31
Mkt Cap.(Rs cr) 155
Buy Price 167.85
Buy Qty 93714.00
Sell Price 0.00
Sell Qty 0.00

Aimco Pesticides Ltd. (AIMCOPEST) - Director Report

Company director report

To

The Members

AIMCO PESTICIDES LIMITED

The Directors have pleasure in presenting the 29th (Twenty-Ninth) AnnualReport and the Audited Financial Statement of Aimco Pesticides Limited and its subsidiaryfor the year ended March 31 2016

1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY

The financial highlights of the Company are given below:

Particulars 2015-16 2014-15
Total Income 9831.88 16494.18
Total Expenditure (excluding Depreciation) 9354.55 16087.68
Profit for the year before providing for Depreciation 477.33 406.50
Less: Depreciation 51.90 61.22
Profit before Tax 425.43 345.29
Less: Provision for Taxation
Current Year (90.50) (72.71)
MAT Credit Entitlement 90.32 72.70
Deferred Tax 37.85 (36.42)
Profit After Tax 463.10 308.86

2. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR / STATE OFCOMPANY’S AFFAIR:

The Company is in the field of Agro chemical manufacturing and is a major player inInsecticides Fungicides and Herbicides in India & across the world. Aimco is one ofthe leaders in Chlorpyrifos Triclopyr & its formulations. There was no change innature of business activity.

OPERATIONAL REVIEW:

During the year under review the total income stood at Rs. 9831.88 Lacs as comparedto Rs. 16494.18 Lacs in immediate past year registering a decline of 40.39%. The Companywas subjected to tax liability of Rs. 90.50 Lacs and profit after tax stood at Rs. 463.10Lacs against Rs. 308.86 Lacs during last year.

Your company continues with its task to rebuild business with long term goals based onits intrinsic strength brand and quality of service customer relationships andstreamlining operations.

3. FUTURE OUTLOOK:

Regarding the Company’s outlook it can confidently claim that the Company willupgrade its manufacturing technology and add new molecules to its portfolio to furtherconsolidate its position in the industry in future. Your Company has highly qualifiedprofile to focus on quality and dedicated team professionals in various workimprovement in existing products marketing the products to prevailing customers andexploring new domestic and overseas customers for the Company. We are pleased to informthat during the Financial Year 2015-16 the Company has achieved turnover of Rs.964398572/- Apart from loyal customer base that the Company is enjoying since lastseveral years now many more new domestic as well as overseas customers are added to theportfolio of the Company during the year & same is expecting to increase in nearfuture due to Company’s commitment of supplying high quality product in a time boundmanner.

As reported in last year’s Directors’ Report there is no visible progress inmatter pending for disposal before BIFR. As functioning of BIFR is eventually to be takenover by National Company Law Tribunal (NCLT) we are awaiting for suitable orders byconcerned authority in respect of relief prayed before BIFR / NCLT by the Company.

4. DIVIDEND:

To conserve the available resources for smooth recovery of business operations of theCompany the Board of Directors does not recommend any dividend on equity shares for thefinancial year 2015-16.

5. DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the requirements of the Companies Act 2013 and Articles ofAssociation of the Company

Mr. Ashit P. Dave (DIN:00184760) Executive Director [Whole Time Director] of theCompany is due to retire by rotation and being eligible offered himself forre-appointment pursuant to provision of Section152 of the Act. The fiveyear tenure ofappointment of Mr. Pradeep Dave Dr. Samir Dave and Mr. Ashit Dave as ExecutiveDirector(s) is due for re-appointment at the ensuing Annual General Meeting. Further Mrs.Elizabeth Shrivastava’s tenure of three years as a Managing director of the Companyis effective till 13th August 2016 and due for renewal at ensuingAnnual General Meeting. The relevant resolutions towards their appointment have beenproposed in the notice convening 29th Annual General Meeting of the Company.Your board recommends to the members their re-appointment at the meeting.

The Company has received declarations u/s 149 (7) of the companies Act 2013 ( theAct) from all the Independent Directors of the Company confirming that they meet thecriteria of Independence as prescribed both under the Act read with SEBI (ListingObligation & Disclosure Requirements) Regulations 2015 with Stock Exchange. TheCompany has also received Disclosure of Interest by Directors as per the provisions ofSection184 of Companies Act 2013.

The Board of Directors in their Meeting held on August 12 2016 on recommendation ofNomination and Remuneration Committee has appointed Ms. Rita Ramesh Panchal (MembershipNo.A43463) as Whole Time Company Secretary & Compliance Officer July 27 2016 inplace of Mr. Chetan Prajapati of the Company w.e who has resigned from the said office.

On the basis of policy for performance evaluation the Board carried out an annualperformance evaluation of its own performance the individual Directors as well as theworking of the Committees of the Board. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non- Independent Directors was carried out by Independent Directors. Details ofthe same are given in the Report on Corporate Governance.

The Company believes that the Board be continuously empowered with the latest knowledgeand development in the Company’s business and the external forces affecting theindustry in which Company operates. The details of process for familiarization toIndependent Directors with the Company their roles rights responsibilities in theCompany nature of the industry in which the Company operates business model of theCompany and related matters are put up on the website of the Company at the link : www.aimcopesticides.com.

Further brief resume of the directors proposed to be appointed/re-appointed relevantinformation nature of their expertise in specific functional areas names of thecompanies in which they hold directorships and the memberships/ chairmanships ofCommittees of the Board and their shareholding in the Company as stipulated underSecurities Exchange Board of India (Listing obligations & Disclosure Requirements)Regulations 2015 have been furnished separately in the Notice convening the 29th AnnualGeneral Meeting read with the Annexure thereto forming part of this Report.

Details of the number of meetings of the Board of Directors have been furnished in theReport on Corporate Governance.

6. REMUNERATION POLICY:

The Board has on the recommendation of the Nomination and Remuneration Committeeframed and adopted the policy for selection and appointment of Directors seniormanagement and their remuneration. The policy lays down criteria for selection ofdirectors and senior management such as expertise experience and integrity of thedirectors independent nature of the directors personal and professional standingdiversity of the Board etc. The remuneration policy lays down the entitlements ofremuneration to non-executive directors such as sitting fees commission and otherreimbursement. Remuneration to Managing Director and other Executive Directors will beconsisting of monthly salary allowances perquisites bonus commission and otherretirement benefits. In respect of senior management the remuneration will be based onthe performance working of the Company targets achieved industry benchmark and currentcompensation trends in the industry. The details of Nomination and Remuneration Committeemeetings are stated in the Corporate Governance Report.

The following policies of the Company are attached here with marked as Annexure-1:a) Policy for selection of Directors & senior Management and determining Directorsindependence; and b) Remuneration Policy for Directors Key Managerial Personnel and otheremployees.

7. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There was no material change during the reporting period.

8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENTS:

The Company has devised appropriate systems and frame workforadequateinternalfinancialcontrols with reference to financial statements commensuratewith the size scale and complexity of its operations including proper delegation ofauthority policies and procedures effective IT systems aligned to business requirementsrisk based internal audit framework risk management framework and whistle blowermechanism.

The Audit Committee regularly reviews the internal control system to ensure that itremains effective and aligned with the business requirements. In case weaknesses areidentified as a result of the reviews new procedures are put in place to strengthencontrols.

The Company has implemented various policies such as code of conduct whistle-blowerpolicy Related Party Transaction Risk Management Policy Corporate social responsibilitypolicy etc. and relevant policies have been placed on the website of the Company.

9. AUDITORS AND AUDIT REPORTS: A) Statutory Auditors:

M/s CNK & Associates LLP Chartered Accountants Mumbai (ICAI Firm RegistrationNo. 101961W) were appointed as the Statutory Auditors of the Company to hold the officefrom April 01 2015 till March 31

2016. M/s CNK & Associates LLP proposed to be re-appointed as Statutory Auditors ofthe Company for the financial year 2016-17 and to hold office from the conclusion of thisAnnual General Meeting (29 th AGM) of the Company on such remuneration as maybe agreed upon by the Board of Directors and the Auditors in addition to service tax andre-imbursement of out of pocket expenses incurred by them in connection with the audit ofAccounts of the Company.

As referred hereinbefore the Board has after considering the recommendations of itsAudit Committee incorporated a suitable resolution for your consideration towards theirappointment and approval in the notice calling ensuing Annual General Meeting of theCompany.

The observations of the Auditors and the Management reply for the same areas under:

Sr No Auditors' Observation Management Reply
1. Basis for Qualified Opinion: The observations comments made in the Auditors'
a) The Company has paid Report read together with relevant notes thereon are remuneration of Rs. 9074825 self explanatory. to its directors in earlier years In respect of Statutory Auditors comment on which is in excess than the remuneration of Rs. 9074825/- paid to its Directors amount payable under the Act. in earlier years and in respect of which Company has The Company's application for made an application for waiver which has been rejected approval of the excess sum with reason of inadequate documents by the Central so paid under section 309 of Government your board would submit additional the Companies Act 1956 has documents and urge Central Government for re- been rejected by the central hearing based on submission of additional documents Government (see Note 27.5 of as sought by it. the financial statements)
b) Remuneration paid to the Further in respect of Rs. 25 35000/- remuneration Managing Director Rs. 2535000 paid to Managing Director in FY 2015-2016 your in earlier year is subject to company have sought for necessary clarifications from approval / clarification by the Central Government in respect of its order dated 30th Central Government (See Note September 2014 and awaiting for such clarification 27.6 of the financial Statements).

B) Internal Auditor:

The Company has appointed M/s. Abhay Bhagat & Co. Chartered Accountant Mumbai asan Internal Auditor of the Company for 3 (three) financial years starting from FY2015-16 to 2017-18 to look after all the internal Audit matters and report to AuditCommittee and Statutory Auditor on the relevant matters from time to time.

C) Cost Auditors:

M/s. N. Ritesh & Associates Cost Accountants Mumbai having Firm Registration No:R100675 have been appointed as the Cost Auditors of the Company to carry out Cost Audit ofthe Company in respect of FY 2015-16. Further Cost Audit Report for the financial yearAffairs on 07/10/2015. The Cost Audit Report in respect of financial of Corporate Affairswithin prescribed time period.

D) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed M/s. Rahul Padmakar Sahasrabuddhe & Associates Practicing CompanySecretary to undertake the Secretarial Audit of the Company for the financial year2015-16 and issue Secretarial Audit Report. Secretarial Audit Report issued by M/s. RahulPadmakar Sahasrabuddhe & Associates for the financial part of this report and markedas Annexure- 2 The observations of the Auditors and the Management reply for thesame are as under:

Sr No. Auditors' Observation Management Reply
1. As per SEBI Circular no Cir/ISD/ 3/2011 dated 17th June 2011 100% of promoters and promoter group’s shareholding should be dematerialized. However all of the holdings of the Promoter’s and Promoter’s group’s were NOT held in Dematerialized Form. The observations comments made in the Secretarial Auditor Report read together with relevant notes thereon are self explanatory.
Your promoters have been advised by the board and they are in process of dematerialization of entire equity share held by them.

10. EXTRACT OF THE ANNUAL RETURN:

In accordance with Section134 (3) (a) of the Companies Act 2013 read with Rule 12 (1)of the Companies (Management and Administration) Rules 2014 an extract of the AnnualReturn in Form MGT-9 is annexed to the Directors’ Report and marked as Annexure -3

11. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information as per Section 134 (3) (m) of the Companies Act 2013 read with theCompanies (Account) Rules 2014 with respect to conservation of energy technologyabsorption & foreign exchange earnings and outgo are given in Annexure- 4 formingpart of this report.

12. DETAILS OF COMMITTEES OF THE BOARD:

At present the Board has 3 Committees: the Audit Committee Nomination andRemuneration Committee and Stakeholders’ Relationship Committee. The Composition ofvarious committees and compliances are as per the applicable provisions of the CompaniesAct 2013 along with the Rules and Securities Exchange Board of India (Listing obligation& Disclosure Requirements) Regulations 2015. The brief details of various Committeesare provided separately in the Corporate Governance report.

13. AUDIT COMMITTEE COMPOSITION:

The Board has an Audit Committee in conformity with the provisions of Section 177 ofthe Companies Act 2013 and as per Regulation 18 of Securities Exchange Board of India(Listing obligations & Disclosure Requirements) Regulations 2015 which comprisingThree Directors. Mr. Chetan Prajapati Company Secretary and Compliance officer of theCompany acted as Secretary of the Committee during the financial year 2015-16.Thecomposition of the Audit Committee is as follows:

Name Designation Non-Executive/Independent
Mr. Ramgopal Kaja (DIN: 00140047) Chairman Non-ExecutiveIndependent
Mr. Dushyant Patel (DIN: 00009714) Member Non-ExecutiveIndependent
Mr. BansilalBhawsar (DIN: 00107014) Member Non-ExecutiveIndependent

All the members of the Audit committee financial lyliterate and have accounting orrelated financial are management expertise as required under the Companies Act 2013 andRegulation 18 of Securities Exchange Board of India (Listing obligations & DisclosureRequirements) Regulations 2015.

The scope and terms of reference of the Audit Committee have been amended in accordancewith the Act and the Listing Agreement entered into with the Stock Exchanges as perSecurities Exchange Board of India (Listing obligations & Disclosure Requirements)Regulations 2015.

During the year under review the Board of Directors of the Company had accepted allthere re- commendations of the Committee.

14. NOMINATION AND REMUNERATION COMMITTEE:

The Board has Nomination and Remuneration Committee in conformity with the provisionsof Section178 of the Companies Act 2013. The composition of the Nomination andRemuneration Committee is as follows:

Name Designation Non-Executive/Independent
Mr. Ramgopal Kaja (DIN: 00140047) Chairman Non-ExecutiveIndependent
Mr. Dushyant Patel (DIN: 00009714) Member Non-ExecutiveIndependent
Mr. BansilalBhawsar (DIN: 00107014) Member Non-ExecutiveIndependent

Your Company has devised the Nomination Policy for the appointment of Directors and KeyManagerial Personnel (KMP) of the Company who have ability to lead the Company towardsachieving sustainable development. The Company has also framed Policy relating to theremuneration of Directors Key Managerial Personnel and other Employees.

15. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this Policy. The Policy is gender neutral. No complaintspertaining to sexual harassment were received during the Financial Year 2015-16.

16. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Vigil Mechanism of the Company which incorporates a whistle blower policy in termsof the Regulation 22 of Securities Exchange Board of India (Listing obligations &Disclosure Requirements) Regulations 2015 is to provide platform to Directors andEmployees to report their concerns. Your company has established transparent system tosafeguard any person using this mechanism from victimization and in appropriate/exceptional cases there is direct access to approach Mr. Ramgopal Kaja (DIN:00140047)Chairperson of the Audit Committee. Protected disclosures can be made by a whistle blowerthrough an e-mail or dedicated telephone line or a letter to the Chairman of the AuditCommittee. The Policy on vigil mechanism and whistle blower policy may be accessed on theCompany’s website at the link: www.aimcopesticides.com

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met four (4) times during the financial year. The interveninggap between any two meetings was not more than 120 days as prescribed by the CompaniesAct 2013. Details of date of Board meetings are provided separately in CorporateGovernance report.

18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Particulars of loans given and investments made as covered under Section 186 of theCompanies Act 2013 if any are provided in the standalone financial Statement (Refer NoteNo. 31) forming part of the Annual Report.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company during the year has entered into transactions as specified undersection188 (1) of the Companies Act 2014 with related parties. Accordingly thedisclosure of Related Party Transactions to be provided under section 134 (3) (h) of theCompanies Act 2013 in Form AOC-2 forming part of Board Report as per Annexure 5.The policy on Related Party Transactions as approved by the Board is uploaded on theCompany’s website and can be accessed at the Web link: www.aimcopesticides.com

Your Directors draw your attention to Note No: 28 to the financial statements which setout related party disclosures.

All related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

All Related Party Transactions are approved by the Audit Committee. Prior omnibusapproval is obtained from the Audit Committee in respect of the transactions which arerepetitive in nature. The transactions entered into pursuant to the omnibus approval sogranted are reviewed on a quarterly basis by the audit committee.

20. DIRECTORS’ RESPONSIBILITY STATEMENT:

As stipulated under section 134 (3) (c) read with Section 134 (5) of the Companies Act2013 your Directors here by state and confirm that:

a) In preparation of the annual accounts for the financial year ended March 31 2015the applicable accounting standards had been followed and there are no material departuresfrom the same;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2016 and of the profitand loss of the Company for the year ended on that date;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial control to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively during the financial year ended March 31 2016; and

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively duringthe financial year ended March 31 2016.

21. MANAGERIAL REMUNERATION:

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the Annexure-6 to this Report.

22. CORPORATE GOVERNANCE:

The Company has successfully implemented and complied with all the requirements anddisclosures of the Code of Corporate Governance as required under Listing Agreement(asamended) entered into with the Stock Exchanges as per Securities Exchange Board of India(Listing obligations & Disclosure Requirements) Regulations 2015. A report onCorporate Governance as stated above along Certificate from the with StatutoryAuditors confirming compliance of the conditions of Corporate Governance

23. RISK MANAGEMENT:

The Company’s robust Risk Management Framework (RMF) identifies and evaluates allthe risks that the organization faces such as strategic Financial credit marketliquidity security property IT legal regulatory reputational and other risks. TheCompany recognizes that these risks need to be managed and mitigated to protect itsshareholders and other stakeholders to achieve its business objectives and enablesustainable growth. The risk frame work is aimed at effectively mitigating theCompany’s various business and operational risks through strategic actions. Riskmanagement is integral part of our critical business activities functions and processes.The risks are reviewed for the change in the nature and extent of the major risksidentified since the last assessment. It also provides control measures for risks andfuture action plans.

The Audit Committee oversees Enterprise Risk Management Frame work to ensure executionof decided strategies with focus on action and monitoring risks arising out of unintendedconsequences of decisions or actions and related to performance operations complianceincidents processes systems and transactions are managed appropriately.

The Company believes that the overall risk exposure of present and future risks remainswithin risk capacity. RMF is prepared to ensure robust internal controls and effectivelyrespond to any changes in the business environment so as to achieve high degree ofbusiness performance limit any negative impact on its working and avail of benefitsarising out of any business opportunities. Key business risks perceived by the Company andmitigating initiatives are as under:

i) Industry Risk: Agrochemicals industry is prone to risks arising out ofindifferent weather conditions such as excess rains scanty rains unseasonal rains etc.This can lead to demand fluctuation and industry downturn. To mitigate these risks theCompany has expanded its global reach to almost all countries in the world. With increasein demand for food due to increase in population use of agrochemicals will keep onrising. The Company has a large portfolio of agrochemicals with diverse applications. TheCompany has an efficient supply chain so product movement is very swift.

ii) Key inputs risk: Non-availability of key inputs and raw materials can adverselyaffect the production planning and subsequent sales. To mitigate these risks the Companyhas its own manufacturing facilities for some key raw materials. Multiple vendor databasesare created to ensure smooth supply of various raw materials. The Company enters into longterm contracts with suppliers for some key inputs which ensure timely supply and pricestability.

Pursuant to section134 (3) (n) of the Companies Act 2013 & Regulation 21 ofSecurities Exchange Board of India (Listing obligations & Disclosure Requirements)Regulations 2015 the company has constituted a business risk management committee. Thedetails of the committee and its terms of reference are set out in the corporategovernance report forming part of the Board report.

At present the company has not identified any element of risk which may threaten theexistence of the company.

24. FORMAL ANNUAL EVALUATION MADE BY BOARD OF ITS OWN PERFORMANCE AND OF ITSCOMMITTEE AND OF INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Section 178 of the Companies Act 2013 and as perRegulation 17 of Securities Exchange Board of India (Listing obligations & DisclosureRequirements) Regulations 2015 the Board has carried out annual performance evaluationof its own performance the directors individually as well as evaluation of working ofcommittees of Board of Directors.

Executive Directors were evaluated on the basis of targets / criteria given to them bythe board from time to time as well as per their terms of appointment. IndependentDirectors being evaluated by entire board except of Director being evaluated on meetingtheir obligations connected with their independence criteria as well as adherence with therequirements of professional conduct roles functions and duties specifically applicableto Independent Directors as contained in Schedule IV to the Companies Act 2013. Chairmanand other Non-Independent Directors were being evaluated by Independent Directors whoalso reviewed the performance of secretarial department. Performance evaluation of theCommittees and that of its members in effectively discharging their duties were alsobeing carried out by board.

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performancevaluation of the non-executive directors and executive directors. The said Policy is putupon the website of the Company at the link: www.aimcopesticides.com. The overallperformance of Chairman Executive Directors and Non-Executive Directors of the Company issatisfactory. The review of performance was based on criteria of performance knowledgeanalysis quality of decision making etc.

25. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all the Independent Directorsconfirming that they meet the criteria of Independence as prescribed under the Section 149(6) of the Companies Act 2013 and Securities Exchange Board of India (Listing obligations& Disclosure Requirements) Regulations 2015 entered with the stock exchanges.

26. INDUSTRIAL RELATIONS:

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels. The Company truly believes that People are their biggestassets. With the rate of growth of the organization the concentration was on making theCompany brand more contemporary explaining what "Doing things better" means toeach of the stakeholders and focusing on the Core Values of the Company.

With a mission to be among the top 5 agro chemical companies in the world such valuesthat would echo a collective mindset and voice to reach this common ambition are framed.HR processes like Talent acquisition Performance Management and Leadership Developmentare strengthened further keeping the Values in Focus. By providing a stimulatingenvironment to learn and grow promoting teamwork and collaborative working focusing oncompetency development and career growth and respecting people and showing concern forthem. The Company has an enviable history of talent retention. The attrition rate has beenvery low and it has been able to manage people aspirations and career growth aligned tothe business needs and growth. There has been great success with the Supply chainexcellence program and a number of people in the Supply Chain team were rewarded for theircontribution in making the program a success.

27. SUBSIDIARY COMPANIES:

As on March 31 2016 your Company has only one Subsidiary Company viz. AIMCO ECOSCIENCELIMITED. During the year under review your Company did not have any new Subsidiary neitherdid it have an Associate Company nor did it enter into a Joint Venture with any otherCompany.

Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient feature of the financial statement of a company’s subsidiary or subsidiariesassociate company or companies and joint venture or ventures is given as "Annexure-7"[Performance and financial position of each of the and joint venture companiesincluded in the consolidated financial

Further the Annual Accounts and related documents of the subsidiary company shall bekept open for inspection at the registered office of the Company. The Company will alsomake available copy thereof upon specific request by any Member of the Company interestedin obtaining the same. Further pursuant to Accounting Standard AS-21 issued by theInstitute of Chartered Accountants of India Consolidated Financial Statements presentedby the Company in this Annual Report include the financial information of its subsidiary.

28. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings/ behaviors of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "code ofbusiness conduct" which forms an Appendix to the Code. The Code has been posted onthe Company’s website. The Code lays down the standard procedure of business conductwhich is expected to be followed by the Directors and the designated employees in theirbusiness dealings and in particular on matters relating to integrity in the work place inbusiness practices and in dealing with stakeholders. The Code gives guidance throughexamples on the expected behavior from an employee in a given situation and there portingstructure.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.

29. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company’s shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code. All Board Directors and the designatedemployees have confirmed compliance with the Code. The Compliance officer is entrustedwith responsibility of overseeing the compliances prescribed in connection withprevention of Insider Trading.

30. DETAILS OF TOP TEN EMPLOYEES IN TERMS OF REMUNERATION:

As per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the company is required to disclose the details of top ten employees in termsof remuneration drawn by them in the Financial Year 2015-16 which are given as under:

Sr. No. Employee Name Designation Remuneration Per Annum Nature of employment (whether contractual or otherwise) Qualification and Experience Date of commencement of employee Last employment held by employee before joining the company Percentage of Equity shares held Age
1 Mrs. Elizabeth Shrivastava Managing Director 2535000 Non Contractual M.Sc. (Biochemistry) from University of Mumbai 14.08.2013 - 0.26 63 Years
2 Mr. J N Shah General Manager 2214000 Non Contractual B.Sc. 26.09.1978 - - 59 Years
3 Mr. Hiren Shah Purchase Manager 2127600 Non Contractual Diploma in Chemical Engineering 07.10.1996 - - 38 Years
4 Mr. Pradeep P. Dave Director 1440000 Non Contractual B. Sc. (Chemistry) from University of Mumbai 12.08.1987 - 8.08 73 Years
5 Mr. Ashit P. Dave Director 1440000 Non Contractual B.Com MEP -IIM Ahmedabad 20.08.1996 - 2.80 45 Years
6 Dr. Samir P. Dave Director 1440000 Non Contractual Ph.D in Organic Chemistry (Dept. of University of Mumbai) 30.05.1995 - 3.39 49 Years
7 Ms. Priya Surati Accounts Manager 1151256 Non Contractual B.Com 27.01.2004 - - 36 Years
8 Mr.G.S.Chaugule Quality Controller 938256 Non Contractual B.Sc 01.01.1997 - - 45 Years
9 Ms. Sheeba Manoj Export Assistant 881256 Non Contractual B.Sc 01.02.2009 - - 48 Years
10 Mr. Pravin Pawar Registration Assistant 744420 Non Contractual B.Sc PG Diploma in Agriculture Business Management 22.02.2010 - - 32 Years

31. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 toBSE Limited where the Company’s Shares are listed.

32. OTHER DISCLOSURES / REPORTING:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items 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) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

d) Joint Venture and/or Associate Company.

e) Details of payment of remuneration or commission to Managing Director or JointManaging Director of the Company from any of its subsidiaries Joint Venture/AssociateCompany.

f) Voting rights which are directly exercised by the employees in respect of shares forthe subscription/ purchase of which loan was given by the Company (as there is no schemepursuant to which such persons can beneficially holds shares as envisaged under section67(3)(c)of the Companies Act 2013).

g) Any significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company’s operations in future.

33. ACKNOWLEDGEMENTS:

Your Directors express their deep gratitude for the co-operation and support extendedto the Company by its Members customers suppliers bankers and various governmentagencies. Your Directors also place on record the commitment and involvement of theemployees at all levels and looks forward to their continued co-operation.

For and on behalf of the Board of
Aimco Pesticides Limited
Elizabeth Shrivastava Ashit Dave
Managing Director Executive Director
(DIN: 00184865) (DIN: 00184760)
Address: Akhand Jyoti 8th Road Address: Akhand Jyoti 8th Road
Santacruz (E) Mumbai 400055. Santacruz (E) Mumbai 400055.
Date: August 12 2016
Place: Mumbai.

ANNEXURE 1 TO DIRECTORS’ REPORT

NOMINATION AND REMUNERATION POLICY

(With effect from 12.02.2015)

This Nomination and Remuneration Policy is being formulated in compliance with Section178 of the Companies Act 2013 read along with the applicable rules thereto and Clause 49of the Listing Agreement as amended from time to time. This policy on nomination andremuneration of Directors Key Managerial Personnel and Senior Management has beenformulated by the Nomination and Remuneration Committee (NRC or the Committee) and hasbeen approved by the Board of Directors.

DEFINITIONS

"Remuneration" means any money or its equivalent given or passed to anyperson for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961;

"Key Managerial Personnel" means: i) Managing Director or ChiefExecutive Officer or Manager and in their absence a Whole-time ii) Chief FinancialOfficer; iii) Company Secretary; and iv) such other officer . as may be prescribed

"Senior Managerial Personnel" mean the personnel of the company who aremembers of its core management team excluding Board of Directors. Normally this wouldcomprise all members of management of rank equivalent to General Manager and aboveincluding all functional heads.

OBJECTIVE

The objective of the policy is to ensure that

• The level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the companysuccessfully;

• Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

• Remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance working of the company and its goals.

ROLE OF THE COMMITTEE

The role of the NRC will be the following:

• To formulate criteria for determining qualifications positive attributes andindependence of a Director.

• To formulate criteria for evaluation of Independent Directors and the Board.

• To identify persons who are qualified to become Directors and who may beappointed in Senior Management in accordance with the criteria laid down in this policy.

• To carry out evaluation of Director’s performance.

• To recommend to the Board the appointment and removal of Directors and SeniorManagement.

• To recommend to the Board policy relating to remuneration for Directors KeyManagerial Personnel and Senior Management.

• To devise a policy on Board diversity composition size.

• Succession planning for replacing Key Executives and overseeing.

• To carry out any other function as is mandated by the Board from time to timeand / or enforced by any statutory notification amendment or modification as may beapplicable.

• To perform such other functions as may be necessary or appropriate for theperformance of its duties.

APPOINTMENT AND REMOVAL OF DIRECTOR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend his / her appointment as per Company’s Policy.

b) A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has authority to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the position.

c) The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution.

TERM / TENURE

a) Managing Director/Whole-time Director: The Company shall appoint orre-appoint any person as its Executive Chairman Managing Director or Executive Directorfor a term not exceeding five years at a time. No re-appointment shall be made earlierthan one year before the expiry of term.

b) Independent Director: An Independent Director shall hold office for a term upto five consecutive years on the Board of the Company and will be eligible forre-appointment on passing of a special resolution by the Company and disclosure of suchappointment in the Board’s report.

No Independent Director shall hold office for more than two consecutive terms of uptomaximum of 5 years each but such Independent Director shall be eligible for appointmentafter expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not during the said period of three yearsbe appointed in or be associated with the Company in any other capacity either directlyor indirectly.

At the time of appointment of Independent Director it should be ensured that number ofBoards on which such Independent Director serves is restricted to seven listed companiesas an Independent Director and three listed companies as an Independent Director in casesuch person is serving as a Whole-time Director of a listed company or such other numberas may be prescribed under the Act.

EVALUATION

The Committee shall carry out evaluation of performance of Director KMP and SeniorManagement Personnel yearly or at such intervals as may be considered necessary.

REMOVAL

The Committee may recommend with reasons recorded in writing removal of a DirectorKMP or Senior Management Personnel subject to the provisions and compliance of theCompanies Act 2013 rules and regulations and the policy of the Company.

RETIREMENT

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL

1) Remuneration to Managing Director / Whole-time Directors:

The Remuneration/ Commission etc. to be paid to Managing Director / Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force and the approvalsobtained from the Members of the Company.

The Nomination and Remuneration Committee shall make such recommendations to the Boardof Directors as it may consider appropriate with regard to remuneration to ManagingDirector / Whole-time Directors.

2) Remuneration to Non- Executive / Independent Directors:

The Non-Executive / Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013. The amount ofsitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors.

All the remuneration of the Non- Executive / Independent Directors (excludingremuneration for attending meetings as prescribed under Section 197 (5) of the CompaniesAct 2013) shall be subject to ceiling/ limits as provided under Companies Act 2013 andrules made there under or any other enactment for the time being in force. The amount ofsuch remuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.

3) Remuneration to Key Managerial Personnel and Senior Management:

The remuneration to Key Managerial Personnel and Senior Management shall consist offixed pay and incentive pay in compliance with the provisions of the Companies Act 2013and in accordance with the Company’s Policy.

The Fixed pay shall include monthly remuneration employer’s contribution toProvident Fund contribution to pension fund pension schemes etc. as decided from totime.

The Incentive pay shall be decided based on the balance between performance of theCompany and performance of the Key Managerial Personnel and Senior Management to bedecided annually or at such intervals as may be considered appropriate.

IMPLEMENTATION

The Committee may issue guidelines procedures formats reporting mechanism andmanuals in supplement and for better implementation of this policy as consideredappropriate.

The Committee may Delegate any of its powers to one or more of its members.

ANNEXURE 4 TO DIRECTORS’ REPORT

1. CONSERVATION OF ENERGY

Energy Conservation Measures taken:

Company has created task force to keep continuous watch on the energy consumption thistask force is also authorized to look in to the matter of conservation of energy andrecommend to the management measure of improvement in energy consumption. This task forcekeeps continuous watch on improvement on steam to fuel ratio in Boiler so that energy canbe conserved. Augmentation of the cooling towers and utility pumps were carried out. Alsothorough insulation of all the steam pipes and Reactor jackets were completed this year.These changes have resulted in savings in fuel and electricity costs. For the next yearreplacement of all the mercury vapour lamps with LED lamps is planned. This will result inhuge power saving.

Total energy Consumption Power & Fuel Consumption

2015-2016 2014-2015
1. Electricity
a) Purchase
Units Rs. 8.34 Lacs 8.04 Lacs
Total Amount Rs. 65.15 Lacs Rs. 54.11 Lacs
Rate/ Unit Rs.7.81 Rs. 6.73
b) own generation
Diesel 11.46 KL 7.11 KL
Total Amount Rs. 6.23 Lacs Rs.4.42 Lacs
Cost/Unit Rs.17.62 Rs.19.75
2. Solid Fuel
Quantity 2753.54 MT 2405.79 MT
Total Amount Rs. 90.79 Lacs Rs.71.55 Lacs
Average Rate Rs. 3.30 Rs. 2.97

2. TECHNOLOGY ABSORPTION

Research & Development:

Working closely with customers in the marketplace Aimco Pesticides Limited recognizesthe requirement for the highest level of support in product research development andregistration. The Company’s R&D strategy is to continue to invest in innovativeformulations which are essential to the growth of agro chemical companies.

I. Specific areas in which R&D carried out by the company:

It is mainly carried out in the field of process developments / modification forAgrochemical Fine chemicals & Pharmaceutical intermediates.

II. Benefits derived as a result of the above R&D:

New processes to manufacture Herbicide and Insecticide were commercialized. Production

Efficiency are improved substantially

III. Future Plan of Action:

Contract R & D & Toll manufacturing for foreign & large local companiesnew export market registrations are actively pursued and inventing cost efficientprocesses.

IV. Expenditure on R&D:
a. Capital Rs. 16.85 Lacs
b. Recurring Rs. 76.67 Lacs
c. Total Rs. 93.52 Lacs
d. Total R&D expenditure as a percentage of total turnover 0.96%

3. FOREIGN EXCHANGE EARNING & OUTGO

Your company is Government registered Export House & has been taking keen interestfor developing new export markets for its products.

Total Foreign Exchange used & earned

During the year foreign exchange outgo was Rs. 4730.05 Lacs The foreign exchange earnedon export was Rs.6975.20 Lacs