You are here » Home » Companies » Company Overview » Aimco Pesticides Ltd

Aimco Pesticides Ltd.

BSE: 524288 Sector: Agri and agri inputs
NSE: AIMCOPEST ISIN Code: INE008B01013
BSE 00:00 | 26 May 117.15 -0.60
(-0.51%)
OPEN

117.00

HIGH

119.80

LOW

112.85

NSE 05:30 | 01 Jan Aimco Pesticides Ltd
OPEN 117.00
PREVIOUS CLOSE 117.75
VOLUME 9012
52-Week high 183.60
52-Week low 93.05
P/E 17.72
Mkt Cap.(Rs cr) 112
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 117.00
CLOSE 117.75
VOLUME 9012
52-Week high 183.60
52-Week low 93.05
P/E 17.72
Mkt Cap.(Rs cr) 112
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Aimco Pesticides Ltd. (AIMCOPEST) - Director Report

Company director report

To

The Members

Aimco Pesticides Limited

The Board of Directors are pleased to present Company's 34th (Thirty Fourth)Annual Report and the Audited Financial Statements along with the Report of the Auditorsfor the financial year ended March 312021.

1. FINANCIAL PERFORMANCE:

The financial highlights of the Company are given below:

Particulars

Standalone

Consolidated

1 2020-21 2019-20 2020-21 2019-20
Revenue from operations 17565.24 18411.18 17569.13 18523.92
Other income 318.35 375.33 305.16 375.32
Total income 17883.59 18786.51 17874.29 18899.24
Profit/(Loss) before Finance cost Depreciation and amortization expenses and Tax expense 995.52 1273.08 978.07 1389.51
Finance cost 438.91 199.55 438.91 199.55
Depreciation and amortization expenses 219.72 266.28 219.72 266.28
Profit/(Loss) before Exceptional items and Tax expense 336.89 807.25 319.44 923.68
Exceptional items Nil Nil Nil Nil
Deferred Tax (expenses)/ credit (11.87) (4.79) (11.87) (4.79)
Current Tax (97.62) (254.31) (97.62) (254.31)
Profit/ (Loss) after Exceptional items and Tax expense 227.40 548.15 209.95 664.58
Other Comprehensive Income / (Loss) 5.40 37.07 4.17 38.86
Total Comprehensive Income / (Loss) 232.80 585.22 214.12 703.44

Notes:

The above financial results have been prepared in accordance with Indian AccountingStandards ("Ind-AS") as specified under Section 133 of Companies Act 2013("the Act") read with the Companies (Indian Accounting Standards) Rules 2015.

Previous year figures have been re-grouped/ re-classified whenever considerednecessary.

2. PERFORMANCE REVIEW:

The highlights of the Company's performance (Standalone) for the year ended March312021 are as under:

• Net Revenue from operations recorded at Rs 17565.24 Lakhs as against revenue ofRs 18411.18 Lakhs in the previous financial year.

• PBDT recorded at Rs 995.52 Lakhs as against last year's figure of Rs 1273.08Lakhs.

• Net Profit after tax is recorded at Rs 227.40 Lakhs against correspondingprevious year's net profit of Rs 548.15 Lakhs.

Financial performance review (Consolidated)

The Company achieved a consolidated turnover of Rs 17874.29 Lakhs for the year endedMarch 31 2021 as compared to Rs 18899.24 Lakhs in the previous year.

Your Company has continued with its mission to remodel its business with long term goalbased on its intrinsic strength brand and quality of service customer relationships andstreamlining operations.

3. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR / STATE OF COMPANY'SAFFAIR:

The Company operates in the field of manufacturing of Agrochemicals and is a majormanufacturer of insecticides fungicides and herbicides in India and does export acrossthe world. Aimco Pesticides Limited is the leader in production of ChlorpyrifosTriclopyr Bifenthrin & its formulations. During the financial year under reviewthere was no change in nature of business activity.

4. FUTURE OUTLOOK:

Your Company will continue to add new molecules to its portfolio to further consolidateits position in the industry in future. To consolidate its market position your Companyshall continue to upgrade its manufacturing technology and facilities as well as add newmolecules to its product portfolio. Your Company has highly qualified and dedicated teamof professionals in various work profile to focus on quality improvement in existingproducts marketing the products to prevailing customers and exploring new domestic andoverseas customers for the Company. Your Company enjoys excellent brand value from itslocal and overseas customers.

5. DIVIDEND:

The Board of Directors at its meeting held on June 25 2021 have recommended dividendof Re. 1 per equity share (i.e. 10 %) of the face value of Rs 10 each on 9582513 fullypaid up equity shares for the Financial Year ended March 312021 out of the accumulatedbalance of retained earnings representing the accumulated surplus in the profit and lossaccount as at March 31 2021. Dividend will be payable subject to approval of members atthe ensuing Annual General Meeting and deduction of tax at source to those Shareholderswhose names appear in the Register of Members as on the Book Closure Date.

6. DIRECTORS & KEY MANAGERIAL PERSONNEL:

Key Managerial Personnel

During the year under review the Company has the following persons as Key ManagerialPersonnel (‘KMP').

Name of the Director DIN/ Membership No. Category/ Designation
Ashit P Dave 00184760 Whole time Director and Chief Financial Officer
Samir P. Dave 00184680 Whole time Director
Pradeep P. Dave 00184598 Whole time Director
Elizabeth Shrivastava 00184865 Managing Director
Anuradha Matkar CVBPM2954H Company Secretary and Compliance officer

In accordance with the provisions of the Act read with Articles of Association of theCompany Mr. Ashit Dave (DIN: 00184760) Executive Director [Whole Time Director] of theCompany is due for retirement by rotation at the forthcoming 34th (ThirtyFourth) Annual General Meeting (AGM) and he being eligible offers himself forre-appointment pursuant to provisions of Section 152 of the Act.

During the Financial Year there is no change in the Directors and Key ManagerialPersonnel.

Independent Directors:

During the year under review the following are the Independent Directors of theCompany in terms of Section 149 of the Act:

Name of the Director DIN Category
Dushyant Patel 00009714 Non-Executive Independent Director
Ramgopal Kaja 00140047 Non-Executive Independent Director
Mayoor Amin 00179889 Non-Executive Independent Director
Suresh Bhatt 00512976 Non-Executive Independent Director

In the opinion of the Board all the Independent Directors (including those appointed/re-appointed during the year) are persons of integrity and possess relevant expertise andexperience to effectively discharge their duties as Independent Directors of the Company.

Declaration from Independent Directors:

Pursuant to the provisions of Section 149 of the Act the Independent directors havesubmitted declarations that each of them meet the criteria of independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) ofthe SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015 ["SEBI(LODR) Regulations 2015"]. There has been no change in circumstances affecting theirstatus as independent directors of the Company. The Company has also received Disclosureof Interest by Directors as per the provisions of Section 184 of the Act.

Criteria for appointment / re-appointments of Directors / KMPs:

The Company believes that the Board be continuously empowered with the latest knowledgeand development in the Company's business and the external forces affecting the industryin which Company operates. The details of process for familiarization to IndependentDirectors with the Company their roles rights responsibilities in the Company natureof the industry in which the Company operates business model of the Company and relatedmatters are put upon 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 of Committeesof the Board and their shareholding in the Company as stipulated under SEBI (LODR)Regulations 2015 have been furnished separately in the Notice convening the 34thAnnual General Meeting read with the Annexure thereto forming part of this Report.

Disclosures Related to Board Performance Evaluation:

The criteria for performance evaluation of the Board as well as committees are broadlybased on the Guidance Note on Board Evaluation issued by the Securities and Exchange Boardof India on January 5 2017 and which is allied with Both Board and Committees andincludes composition structure effectiveness of board processes and committee meetingscontribution of board in long term strategic planning.

The Nomination and Remuneration Committee (‘NRC') has formulated the criteria fordetermining qualifications positive attributes and independence of Directors in terms ofprovisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule IIof the SEBI (LODR) Regulations 2015.

In a separate Meeting the Independent Directors evaluated the performance ofNon-Independent Directors and performance of the Board as a whole. They also evaluated theperformance of the Chairperson taking into account the views of Executive Directors andNon-Executive Directors. The NRC reviewed the performance of the Board its Committees andof the Directors

The Company has a policy for performance evaluation of the Board Committees andDirectors (including Independent Directors) which have been placed on the website of theCompany at the link: www.aimcopesticides.com.

Declaration from Directors

The Company has received necessary declaration from all directors stating that they arenot debarred or disqualified from being appointed or continuing as Directors of companiesas per the Act and SEBI (LODR) Regulations 2015.

7. 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 nonexecutive directors such as sitting fees and reimbursement of expenses.Remuneration to Managing Director and other Executive Directors will be consisting ofmonthly salary allowances perquisites bonus and other retirement benefits. In respectof senior management the remuneration will be based on the performance industrybenchmark and current compensation trends in the industry. The details of Nomination andRemuneration Committee meetings are stated in the Corporate Governance Report.

The following policies of the Company are attached herewith 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 other employees.

8. 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:

The ongoing global COVID-19 pandemic has caused and continues to cause significant lossof life and has resulted in curtailment of economic activities across the world as localadministrations and governments seek to limit spread of the disease including throughlockdown policies restriction on business activities and business shutdowns. The economicimpact of the pandemic in India has been largely devastating which has resulted in fiscalstrains weakening of demand conditions and supply chain disruptions in the Indianagro-chemical industry. The Company is taking all necessary measures in terms ofmitigating the impact of the challenges being faced in the business. The Company adopted aprovisional work from home policy for nonsite based employees during COVID-19 peakperiods. The physical and emotional wellbeing of employees continues to be a top priorityfor the Company with several initiatives to support employees and their families duringthe pandemic. The Company adhered to all the government advisories and guidelinesthoroughly and in good faith.

With the exception of above there have been no material changes and commitmentsaffecting the financial position of the Company between the end of the financial year anddate of this report. There has been no change in the nature of business of the Company.

9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:

The Company has devised appropriate systems and framework for adequate internalfinancial controls with reference to financial statements commensurate with the sizescale and complexity of its operations including proper delegation of authority policiesand procedures effective IT systems aligned to business requirements risk based internalaudit framework risk management framework and whistle blower mechanism.

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 at thelink: www.aimcopesticides.com

10. AUDITORS AND AUDIT REPORTS:

A) Statutory Auditors:

At the AGM of the Company held on September 27 2017 and pursuant to the provisions ofthe Act and the Rules made thereunder M/s. J. Dwarkadas & Co. Chartered Accountants(Firm Registration No. 102806W) was appointed as the Statutory Auditor of the Company fora period of five years starting from the conclusion of the 30th AGM held onSeptember 27 2017 till the conclusion of the 35th AGM to be held in the year2022. The Statutory Auditor has confirmed that he is not disqualified from continuing asAuditor of the Company.

The Statutory Auditor has not made any qualification/ adverse observation on thefinancial statements of the Company. The statutory auditor of the Company has issued theAuditors' report with unmodified opinion on Audited Financial Results of the Company forthe Financial Year ended March 312021.

B) Internal Auditor:

The Board of Directors of the Company have re-appointed M/s. Abhay Bhagat & Co.Chartered Accountants Mumbai as an Internal Auditor of the Company for three financialyears starting from Financial Year 2021-22 to 2023-24 at its meeting held on June 252021 to look after all the internal audit requirements and report of the same isplaced/forwarded to Audit Committee and Statutory Auditor of the Company on the relevantand necessary matters from time to time.

C) Cost Auditor:

Pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules2014 and the Companies (Cost Records and Audit) Rules 2014 the cost records are requiredto be maintained by your Company and the same are required to be audited. The Companyaccordingly maintains the required cost accounts and records.

The Board of Directors had on the recommendation of the Audit Committee at itsmeeting held on July 18 2020 appointed M/s. N. Ritesh & Associates CostAccountants Mumbai having Firm Registration No: R100675 to audit the cost accounts ofthe Company for the financial year ending March 312021.

Further the Board of Directors has upon recommendation of the Audit Committee at itsMeeting held on June 25 2021 re-appointed M/s. N. Ritesh & Associates CostAccountants Mumbai as the "Cost Auditors" of the Company for the Financial Year2021-22 subject to ratification of their remuneration at the ensuing Annual GeneralMeeting. Accordingly a resolution for seeking members' ratification for the remunerationpayable to M/s. N. Ritesh & Associates is included at the Notice convening the AnnualGeneral Meeting.

Further Cost Audit Report for the financial year 2019-20 has been filed duly withMinistry of Corporate Affairs within the prescribed time limit. The Cost Audit Report inrespect of financial year 2020-21 will be filed with Ministry of Corporate Affairs withinprescribed time period.

D) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors had onrecommendation of the Audit Committee at its meeting held on July 18 2020 appointedM/s. Rahul Padmakar Sahasrabuddhe and Associates Practicing Company Secretary Mumbai toundertake the Secretarial Audit of the Company for the financial year 2020-21.

The Board of Directors has upon recommendation of the Audit Committee at its Meetingheld on June 25 2021 has appointed M/s. Sahasrabuddhe Parab and Co. LLP as the"Secretarial Auditors" of the Company for the Financial Year 2021-22.

The Secretarial Audit Report issued by M/s. Rahul Padmakar Sahasrabuddhe and Associatesfor the financial year 202021 in Form MR-3 forms part of this report and marked asAnnexure- 2. The report and comments made by Secretarial Auditors are self-explanatory andthe observations have been duly noted.

11. SHARE CAPTIAL:

The Authorized Equity Share Capital of the Company as on March 312021 is Rs150000000 (Rupees fifteen crores only) comprising of 15000000 (One crore and fiftylakhs) Equity Shares of Face Value of Rs 10/- (Rupees ten only) each.

The paid-up share capital of the Company as on March 31 2021 is Rs 95825130comprising of 9582513 equity shares of Rs 10 each.

There has been no change in the total paid up share capital of the Company in theFinancial Year 2020-21.

12. CHANGE IN THE NATURE OF THE BUSINESS IF ANY

There is no change in the nature of the business of the Company or of its subsidiaryduring the year under review.

13. EXTRACT OF THE ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read withRule 12 of the Companies (Management and Administration) Rules 2014 the extract of theAnnual Return of the Company for the Financial Year ended March 31 2021 is uploaded onthe website of the Company and can be accessed at www.aimcopesticides.com.

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

The information as per Section 134 (3)(m) of the Act read with the Companies (Account)Rules 2014 with respect to conservation of energy technology absorption & foreignexchange earnings and outgo are given in Annexure-4 forming part of this report.

15. DETAILS OF COMMITTEES OF THE BOARD:

At present the Board has formed four (4) Committees: The Audit Committee Nominationand Remuneration Committee Stakeholders' Relationship Committee and Corporate SocialResponsibility Committee. The Composition of various committees and compliances are asper the applicable provisions of the Act along with the Rules and SEBI (LODR) Regulations2015. The detailed particulars of various Committees are provided separately in theCorporate Governance report.

I. Audit Committee:

The Board has an Audit Committee in conformity with the provisions of Section 177 ofthe Act and as per Regulation 18 of SEBI (LODR) Regulations 2015 which comprises of Four(4) following Members as at March 312021:

Name Designation Category
Mr. Ramgopal Kaja (DIN: 00140047) Chairman Non-Executive Independent
Mr. Dushyant Patel (DIN: 00009714) Member Non-Executive Independent
Mr. Mayoor Amin (DIN: 00179889) Member Non-Executive Independent
Mr. Ashit Dave (DIN: 00184760) Member Executive Director

During the Financial Year 2020-21 the Audit Committee was re-constituted pursuant tothe resignation of Dr. Samir Dave as a member of with effect from January 02 2021

All the members of the Audit Committee are financially literate and have accounting orrelated financial management expertise as required under the Act and Regulation 18 of SEBI(LODR)Regulations 2015.

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

II. Nomination and Remuneration Committee:

The Board has a Nomination and Remuneration Committee in conformity with the provisionsof Rs Section 178 of the Act and as per Regulation 19 of SEBI (LODR) Regulations 2015which comprises of three (3) Directors as at March 312021.

The composition of the Nomination and Remuneration Committee is as follows:

Name Designation Category
Mr. Ramgopal Kaja (DIN: 00140047) Chairman Non-Executive Independent
Mr. Dushyant Patel (DIN: 00009714) Member Non-Executive Independent
Mr. Mayoor Amin (DIN: 00179889) Member Non-Executive Independent

During the Financial Year 2020-21 there was no change in the composition of theNomination and Remuneration Committee.

Your Company has devised the Nomination Policy for determining the criteria's such asqualifications competencies positive attributes and independence for the appointment ofDirectors and Key Managerial Personnel (KMP) who have ability to lead the Company towardsachieving sustainable development and also includes the criteria for determining theremuneration of the directors key managerial personnel and senior management of theCompany. The Company has also framed Policy relating to the remuneration of Directors KeyManagerial Personnel and other Employees.

III. Stakeholders' Relationship Committee:

The Board has a Stakeholders' Relationship Committee in conformity with the provisionsof Section 178 of the Act and as per Regulation 20 of SEBI (LODR) Regulations 2015 whichcomprises of three (3) Directors as at March 312021.

The composition of the Stakeholders' Relationship Committee is as follows:

Name Designation Category
Mr. Ramgopal Kaja (DIN: 00140047) Chairman Non-Executive Independent
Mr. Pradeep Dave (DIN: 00184598) Member Executive Whole Time
Mr. Ashit Dave (DIN: 00184760) Member Executive Whole Time

During the Financial Year 2020-21 there was no change in the composition of theStakeholders' Relationship Committee.

Your Company has sound mechanism to deal with and resolve the shareholder's grievancesin respect of share transfer(s) transmission(s) non-receipt of annual report and/ordividend etc. and other related activities.

IV. Corporate Social Responsibility Committee:

The Board has formed a Corporate Social Responsibility Committee in conformity with theprovisions of Section 135 of the Act which comprises of four (4) Directors as at March312021.

The composition of the Corporate Social Responsibility Committee is as follows:

Name Designation Category
Mr. Dushyant Patel (DIN: 00009714) Chairman Non-Executive Independent
Dr. Samir Dave (DIN: 00184680) Member Executive Whole Time
Mr. Ashit Dave (DIN: 00184760) Member Executive Whole Time
Mr. Suresh Bhatt (DIN: 00512976) Member Non-Executive Independent

During the Financial Year 2020-21 there was no change in the composition of theCorporate Social Responsibility Committee.

Your Company aims to be one of the most respected corporate citizens in Indiadelivering superior and sustainable value to all our customers business partnersstakeholders and employees.

Corporate Social Responsibility is a Company's commitment to operate in economicallysocially and environmentally sustainable manners while recognizing the interest of allits stakeholders.

16. 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 Work place (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been setup to redress complaintsreceived regarding sexual harassment. The Policy is gender neutral. With the objective ofproviding a safe working environment all employees (permanent contractual temporarytrainees) are covered under this policy. The said policy is available on the website ofthe Company at www.aimcopesticides.com.

No complaint pertaining to sexual harassment was received during the Financial Year2020-21.

17. 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 and Exchange Board of India (Listing Obligations &Disclosure Requirements) Regulations 2015 is to provide a platform to Directors andEmployees to report their concerns regarding unacceptable improper practices and/ or anyunethical practices in the organization without the knowledge of the Management. YourCompany has established transparent system to safeguard any person using this mechanismfrom victimization and in appropriate/ exceptional cases as there is direct access to Mr.Ramgopal Kaja (DIN: 00140047) Chairman of the Audit Committee to report their concerns.

Protected disclosures can be made by a whistle blower through hand-mail or dedicatedtelephone line or through a letter to the Chairman of the Audit Committee. The Policy onvigil mechanism and whistle blower policy may be accessed on the Company's website atwww.aimcopesticides.com.

18. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met four (4) times during the financial year 2020-21. The gapbetween any two meetings does not exceed the number of days as prescribed by the Act andRegulations 17(2) of the SEBI (LODR) Regulations 2015 or the relaxations granted by MCA'sGeneral Circular No. 11 /2020 dated March 24 2020 and the SEBI's circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/110 dated June 26 2020 on account of pandemic situation. Thedate(s) of the Board Meeting and attendance by the directors are given in the CorporateGovernance Report forming an integral part of this report.

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

Particulars of loans guarantees and investments covered under Section 186 of the Actare given in the notes to the financial statements provided in this Annual Report.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company during the year has entered into transactions as specified under section188(1) of the Actwith related parties. Accordingly the disclosure of Related PartyTransactions to be provided under section 134(3)(h) of the Act in Form AOC-2 forming partof Board Report as per Annexure-4. The policy on Related Party Transactions as approved bythe Board is uploaded on the Company's website and may be accessed atwww.aimcopesticides.com.

Your Directors draw your attention to Note No. 37 to the standalone financialstatements which set out disclosures of transactions with related parties.

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 and were in compliancewith the applicable provisions of the Act and the Listing Regulations.

There are no materially significant related party transactions made by the Company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest 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 by the audit committee on a quarterly basis specifying the naturevalue and terms and conditions of the transactions.

21. DIRECTORS' RESPONSIBILITY STATEMENT:

As stipulated under section 134(3)(c) read with Section 134(5) of the Act yourDirectors hereby state and confirms that:

a) In preparation of the annual accounts for the financial year ended March 31 2021the applicable accounting standards have been followed and there are no materialdepartures from the same;

b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent as to give a true andfair view of the state of affairs of the Company as at March 312021 and of the profit ofthe Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have 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 2021; and

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively duringthe financial year ended March 312021.

22. PARTICULARS OF REMUNERATION:

The information required pursuant to Section 197(12) of the Act read with Rule 5 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are providedin the Annexure-5 to this Report.

23. CORPORATE GOVERNANCE:

The Company has successfully implemented and complied with all the requirements anddisclosures of the Code of Corporate Governance as required as per SEBI (LODR)Regulations 2015. A report on Corporate Governance as stated above is attachedseparately to this annual report for the financial year 2020-21.

24. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted the Corporate Social Responsibility Committee of the Boardof Directors in accordance with the provisions of Section 135 of the Act read with theCompanies (Corporate Social Responsibility) Rules 2014 as amended.

The brief outline of the corporate social responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure 6 of this report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014. For other details regarding the CSR Committeeplease refer to the Corporate Governance Report which is a part of this report. ThisPolicy is available on the Company's website on www.aimcopesticides.com.

25. RISK MANAGEMENT:

The Company's robust Risk Management Framework (RMF) identifies and evaluates all therisks that the organization faces such as strategic financial credit market liquiditysecurity property IT legal regulatory reputational and other risks. The Companyrecognizes that these risks need to be managed and mitigated to protect its shareholdersand other stakeholders to achieve its business objectives and enable sustainable growth.

The risk framework is aimed at effectively mitigating the Company's various businessand operational risks through strategic actions. Risk management is integral part of ourcritical business activities functions and processes. The risks are reviewed for thechange in the nature and extent of the major risks identified since the last assessment.It also provides control measures for risks and future action plans.

The Audit Committee oversees Enterprise Risk Management Framework 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 effectively respond to anychanges in the business environment so as to achieve high degree of business performancelimit any negative impact on its working and avail of benefits arising out of any businessopportunities. Key business risks perceived by the Company and mitigating initiatives areas under:

i) Industry Risk: Agrochemicals industry is prone to risks arising out of indifferentweather conditions such as excess rains scanty rains unseasonal rains etc. This can leadto demand fluctuation and industry downturn. To mitigate these risks the Company hasexpanded its global reach to almost all countries in the world. With increase in demandfor food due to increase in population use of agrochemicals will keep on rising. TheCompany has a large portfolio of agrochemicals with diverse applications. The Company hasan 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.

26. FORMAL ANNUAL EVALUATION MADE BY BOARD OF ITS OWN PERFORMANCE AND OF ITS COMMITTEEAND OF INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Section 178 of the Act and as per Regulation 17 of SEBI(LODR) Regulations 2015 the Board has carried out annual performance evaluation of itsown performance the directors individually as well as evaluation of working of committeesof 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 Act. Chairman and otherNonIndependent Directors were being evaluated by Independent Directors who also reviewedthe performance of secretarial department. Performance evaluation of the Committees andthat of its members in effectively discharging their duties were also being carried outby the Board.

The Company has devised a Policy for performance evaluation of the IndependentDirectors Non-executive directors Executive Directors the Board of Directors andrespective Committees entirely. The said policy is put upon the website of the Company atthe link: www.aimcopesticides.com.

The overall performance of Chairman Executive Directors and Non-Executive Directors ofthe Company is satisfactory. The review of performance was based on criteria ofperformance knowledge analysis quality of decision making etc.

27. INDUSTRIAL RELATIONS:

During the Financial Year under review your Company enjoyed amiable relationship withworkers and employees at all levels.

The Company truly believes that People are its biggest assets. With the rate of growthof the organization the concentration was on making the Company brand more contemporaryexplaining what "Doing things better" means to each of the stakeholders andfocusing on the core values of the Company.

With a mission to be among the top 5 agrochemical companies in the Country such valuesthat would echo a collective mindset and voice to reach these common objectives areframed. HR processes like Talent acquisition Performance Management and LeadershipDevelopment are strengthened further keeping the Values in Focus. By providing aninspiring environment to learn and grow promoting teamwork and mutual working focusingon competency 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. The Company has from time to time; suitability rewarded itsemployees workers suppliers and distributors for their contribution towards theCompany's continued success.

28. SUBSIDIARY AND ASSOCIATE COMPANIES:

As on March 31 2021 your Company has three Subsidiary Companies viz. Aimco EcoscienceLimited Aimco KR Agro Private Limited and Aimco International FZE and one associateCompany viz. M/s. KR AIMCO AGRO LLP*.

M/s. KR Aimco Agro LLP (‘the LLP') was incorporated on March 22 2017. The LLP hasapplied to the Registrar of Companies (‘ROC') for striking off its name from theRegister on January 16 2021 due to discontinuation of business activities. The ROC'sOrder striking its name off the Register is not yet received as on date.

Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient feature of the financial statement of a Company's subsidiaries is given as"Annexure-7" [Performance and financial position of each of the subsidiariescompanies included in the consolidated financial statement]

In accordance with Section 136 of the Act the audited financial statements and relatedinformation of the Company and audited accounts of its wholly-owned subsidiaries areavailable on the website of your Company www. aimcopesticides.com.

Further the Annual Accounts and related documents of the subsidiary companies 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 in accordance with Indian Accounting Standards ("IndAS") Consolidated Financial Statements presented by the Company in this AnnualReport include the financial information of its subsidiaries.

29. 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 has been posted on the Company's website atwww.aimcopesticides.com.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure.

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

30. 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 and prohibitsthe purchase or sale of Company's shares by the Directors and the designated employeeswhile in possession of unpublished price sensitive information in relation to the Companyand during the period when the

Trading Window is closed. The Board is responsible for implementation of the Code. AllBoard of Directors and the designated employees have confirmed compliance with the Code.The Compliance officer is entrusted with responsibility of overseeing the compliancesprescribed in connection with prevention of Insider Trading.

31. LISTING WITH STOCK EXCHANGES:

The equity shares of your Company are listed at the BSE Limited. The Company confirmsthat the applicable Annual Listing Fees for the Financial Year 2021-22 is paid to the BSELimited within the prescribed time. The annual custodian fees have also been paid to thedepositories within the prescribed time.

32. REPORTING OF FRAUDS BY AUDITORS:

During the Financial Year under review neither the statutory auditors nor thesecretarial auditors has reported any instances of fraud committed against the Company byits officers or employees to the Audit Committee to the Board under section 143(12) ofthe Act.

33. 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(s).

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 hold 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.

34. ACKNOWLEDGEMENTS:

Your Directors express their deep gratitude for the cooperation and support extended tothe Company by its Members customers suppliers bankers and various government agencies.Your Directors also place on record the commitment and involvement of the employees at alllevels and looks forward to their continued co-operation.

The Directors mourn the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic. The Directors place on record their sincere appreciation towards thecontribution made by every member of the Aimco family.

For and on behalf of the Board of
Aimco Pesticides Limited
Date: August 14 2021 Elizabeth Shrivastava Ashit Dave
Place: Mumbai Managing Director Executive Director
(DIN: 00184865) (DIN: 00184760)

.