The Board of Directors hereby submit the report of the business and operations of yourCompany ('the Company' or 'IIL') along with the audited nancial statements for thenancial year ended March 31 2021.
1. Financial Results and State of Company's Affairs
|Particulars ||March 31 2021 ||March 31 2020 |
|Operating revenue ||14202 ||13632 |
|Other Income ||77 ||26 |
|Total Revenue ||14280 ||13658 |
|EBITDA ||1523 ||1559 |
|EBITDA Margin (%) || |
|EBIT ||1354 ||1344 |
|EBIT Margin (%) || |
|Finance Cost ||67 ||239 |
|PBT before Exceptional Item ||1287 ||1105 |
|PBT before Exceptional Item Margin (%) || |
|Exceptional Item ||97 ||0.00 |
|Pro3t After Tax (PAT) ||934 ||860 |
|PAT Margin (%) || |
|Earnings Per Share (EPS) ||45.21 ||41.63 |
During the year under review revenue of the company has increased to Rs. 1420 Croresfrom Rs. 1363 Crores in FY2020 with a growth rate of 4.2%. EBITDA has decreased by 2.3%to Rs. 152 Crores from Rs. 155 Crores as compared to same period last year. Prot after Tax(PAT) increased by 8.6% to Rs. 93 Crores from Rs. 86 Crores in FY2020.
Revenue from operations increased primarily driven by increase in institutionalsales (+19.7%). Total branded sales declined marginally by 0.4% while Maharatna salesincreased by 3.7% Despite Covid-19 challenges the Company able to deliver stabletopline growth with slight decline in EBITDA margins. However net proit increased by 8.6%with improvement in protability margins of the company during the period Company hasimplemented various cost control measures and focused on managing working capital throughhigher cash sales and collection which has helped in delivering stable performance duringthe year
2. COVID-19 Updates
Since FY2020 COVID-19 has impacted the life of every individuals includingorganizations the needs of the business has rapidity changes and organizations requiredto adapt according to the Changing Environment. We at IIL swiftly reacted according tothe changes and provided the required support to the workforce farmers and the communitywhen it's needed the most. The Company puts all its efforts to quickly restore thenormalcy of operations amid an unprecedented global crisis IIL continue to succeed as abusiness with exemplary governance and responsiveness to the needs of all ourstakeholders.
The Company paid an Interim Dividend of Rs. 2/- (20%) per equity share having facevalue of Rs. 10/- each for the inancial year 2020-21 as against the Interim Dividend ofRs. 4/- (40%) per equity share for the nancial year 2019-20. The aforesaid payment ofInterim Dividend may be treated as Final Dividend for the Financial Year 2020-21.
4. Share Capital
The Board of directors of the Company has vide its Board Meeting held on March 302021 approved the Buyback by the Company of its fully paid-up Equity Shares of face valueof Rs. 10/- each at a price not exceeding Rs. 575/- (Rupees Five Hundred and Seventy Fiveonly) per Equity Share and for an aggregate amount not exceeding Rs. 60/- Crore (RupeesSixty Crores only) from the shareholders/beneicial owners of the Company excluding itspromoters and members of its promoter group and persons who are in control of theCompany payable in cash from the open market through the stock exchange mechanism underthe Buyback Regulations in accordance with the provisions of the Companies Act 2013 asamended read with the Companies (Share Capital and Debentures) Rules 2014 the Companies(Management and Administration) Rules 2014.
The paid up Equity Share Capital of the Company as on March 31 2021 was Rs. 2066.78Lacs. Apart from the above there was no change in the Company's Share Capital during theyear under review.
5. Credit Rating
The Company enjoys a good reputation for its sound inancial management and ability tomeet in inancial commitments.
CRISIL a S&P Global Company a reputed Rating Agency has re-armed the creditrating of CRISIL A/Stable for the long-term and CRISIL A1 for the Short-term Bankfacilities.
6. Award and Recognitions
Your Company received awards at various industry platforms in the area of Managementcorporate management digital engagement and corporate social responsibility.
7. Particulars of Loans given Investment made Guarantees given And Securitiesprovided
During the FY2021 your Company has not granted any Loan Guarantee or providedsecurities under Section 186 of the Companies Act 2013 read with rules framed thereunder.
Your Company has not accepted any deposits under Section 73 and 74 of the CompaniesAct 2013 (the Act) and no amount of principle or interest was outstanding asof Balance Sheet date.
9. Companies which have become or ceased to be its Subsidiary Company AssociateCompany And Joint Venture Company
There is no subsidiary of the Company during the year under review.
The Company has OAT &IIL India Laboratories Private Limited as itsjoint venture within the meaning of Section 2(6) of the Act as on March 31 2021.
Further during the year under review no company have become or ceased to be itssubsidiary associate or joint venture Company.
A highlights of performance of associates and joint venture along with therecontribution to all overall performance of the Company during the period are provided inform AOC-1 and annexed as Annexure 1. 10. Consolidated Financial Statements
The Consolidated Financial Statements of the Company for the Financial Year 2020-21 areprepared in compliance with the applicable provisions of the Act Accounting Standards andRegulations as prescribed by Securities and Exchange Board of India SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (SEBI ListingRegulations).
The Consolidated Financial Statement have been prepared on the basis of audited nancialstatements of the Company and its Joint Venture Company as approved by their respectiveBoard of Directors.
Pursuant to the provisions of Section 136 of the Act the Financial Statements of theCompany the Consolidated Financial Statements along with all relevant documents and theAuditor's Report thereon form part of this Annual Report. The Financial Statements asstated above are also available on the websitehttps://www.insecticidesindia.com/investors-desk/ of the Company.
11. Transfer to Reserves
During the year under review your directors do not propose to transfer any amount tothe reserves.
12. Management's discussion and analysis
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 read with Schedule V of the SEBI Listing Regulations ispresented in a separate section forming part of the Annual Report. Certain Statements inthe said report may be forward-looking. Many factors may affect the actual results whichcould be different from what the Directors envisage in terms of the future performance andoutlook.
13. Corporate Social Responsibility
The Corporate Social Responsibility Committee (CSR
Committee) has formulated and recommended to the Board a Corporate SocialResponsibility Policy (CSR Policy) indicating the activities to be undertaken by theCompany which has been approved by the Board. The CSR Policy may be accessed on theCompany's website at the link: https://www.insecticidesindia.com/investors-desk/ The keyphilosophy of all CSR initiatives of the Company is guided by three core commitments ofScale Impact and Sustainability. The Company has identiied following focus areas for CSRengagement:
Rural Transformation: Creating sustainable livelihood solutions addressingpoverty hunger and malnutrition.
Environment: Environmental sustainability ecological balance conservationof natural resources and promoting bio-diversity.
Health: Affordable solutions for healthcare through improved accessawareness and health seeking behavior.
Education and Sports: Access to quality education training and skillenhancement building sports & skills in young students.
Disaster Response: Managing and responding to disaster.
Art Heritage and Culture: Protection and promotion of India's art cultureand heritage.
The Company would also undertake other need based initiatives in compliance withSchedule VII to the Act.The annual report on CSR activities is annexed herewith and markedas Annexure - 2.
14. Risk Management
The Company has formulated the Risk Management Policy through which the Company hasidentied various risks like strategy risk industry and competition risk operation riskliability risks resource risk technological risk inancial risk. The Company facesconstant pressure from the evolving marketplace that impacts important issues in riskmanagement and threatens prot margins. The Company emphasizes on those risks that threatenthe achievement of business objectives of the Group over the short to medium term. YourCompany has adopted the mechanism for periodic assessment to identify analyze andmitigation of the risk. The appropriate risk identication method will depend on theapplication area (i.e. nature of activities and the hazard groups) the nature of theproject the project phase resources available regulatory requirements and clientrequirements as to objectives desired outcome and the required level of detail.
The trend line assessment of risks analysis of exposure and potential impact shall becarried out. Mitigation plans shall be nalized owners identied and progress ofmitigation actions shall be regularly and periodically monitored and reviewed.
Treatment options which are not necessarily mutually exclusive or appropriate in allcircumstances shall be driven by outcomes that include: Avoiding the risk Reducing(mitigating) the risk Transferring (sharing) the risk and Retaining (accepting)the risk.
The Risk management Policy of the Company is available athttps://www.insecticidesindia.com/investors-desk/ and also annexed herewith as Annexure- 3 to this Report.
15. Vigil Mechanism
The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism for reporting unethical behaviour fraud violations or bribery. TheCompany has Vigil Mechanism (Whistle Blower) Policy under which the employees are free toreport violations of applicable Laws and Regulations and the Code of Conduct the same canbe accessed through the Chairman of the Audit Committee. The reportable matters may bedisclosed to the Ethics and Compliance Task Force which operates under the supervision ofthe Audit Committee. Employees may also report to the Chairman of the Audit Committee.During the year under review no such complain has been received and no employee was deniedaccess to the Audit Committee for reporting violations. The details of the aforementionedpolicy is available on the Company's website athttps://www.insecticidesindia.com/investors-desk/
16. Disclosure of Remuneration & Particulars Of Employees And Related Disclosures
The information as required in accordance with Section 197(12) of the Act read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the details regarding the remuneration and other requisite details are mentioned inthe Annexure 4(a) attached hereto.
List of top 10 employees remuneration are annexed as Annexure-4(a) under Section197 of the Companies Act 2013 read with rule 5(2) of the Companies (Appointment andManagerial Personnel) Rules 2014.
No director of the Company who is receiving commission from the Company is in receiptof any remuneration or commission from any holding company or subsidiary company of theCompany.
The Remuneration Policy of the company is annexed herewith as Annexure 4(b) tothis Report.
Pursuant to the Provisions of Companies Act 2013 (Act) the Shareholdersin the 23rd AGM of your company held on September 04 2020 appointed Mrs. Praveen Gupta(DIN: 00180678) as an Independent Non-
Executive women director of the company for a period of v e years' term upto February14 2025. The Board of Directors on the recommendation of the Nomination and RemunerationCommittee has recommended her Appointment for a period of 5 years.
Mr. Vinod Kumar Mittal (DIN: 07421742) ceased to be an Independent Director of thecompany w.e.f. December 21 2020 due to the health issues. The Board places on record itsappreciation towards valuable contribution made by Mr. Vinod Kumar Mittal during histenure as an Independent Director of the Company.
Pursuant to the Provisions of Companies Act 2013 (Act) and the Articles ofAssociation of the Company Mrs. Nikunj Aggarwal (DIN: 06569091) director of the Companyretire by rotation at the forthcoming Annual General Meeting of the Company and beingeligible offer herself for re-appointment. The Board of Directors on the recommendationof the Nomination and Remuneration Committee has recommended her reappointment.
The information of Directors seeking appointment/ reappointment pursuant toRegulation 36(3) of the Listing Regulations and Companies Act 2013 is provided in thenotice of the 24 _ Annual General Meeting of the Company.
All the Independent directors have given declaration that they meet the criteria ofIndependence laid down under Section149 (6) of the Companies Act 2013 and Regulation16(b)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
18. Meeting of the Board
During the nancial year 2020-21 the Board of Directors met 5 (Five) times the detailsof which are given in the Corporate Governance Report that forms part of the AnnualReport. The notice along with Agenda of each Board Meeting was given in writing to eachDirector. The intervening gap between any two meetings was within the period prescribed bythe Act and SEBI Listing Regulations.
19. Performance Evaluation Report
In terms of Companies Act 2013 and SEBI Listing Regulations there is requirement offormal evaluation by the Board of its own performance and that of its committees andindividual directors.
The evaluation of Board of its own performance and that of its committees andindividual directors was conducted based on criteria and framework adopted by the Board.The evaluation criteria have been explained in the Nomination and Remuneration Policyadopted by the Board. The details of the aforementioned policy is available on theCompany's website at https://www.insecticidesindia.com/investors-desk/
20. Familiarisation Programme for Independent Directors
Pursuant to the provisions of Regulation 25 of the SEBI
Listing Regulations the Company has formulated a programme for familiarising theIndependent Directors with the Company their roles rights responsibilities in theCompany nature of the industry in which the Company operates business model of theCompany etc. through various initiatives. The details of the aforementioned programme isavailable on the Company's website at https://www.insecticidesindia.com/investors-desk/Further the Company has received declaration from all the Independent Directors asenvisaged in sub section (6) of Section 149 of the Companies Act 2013.
21. Board Committees
In compliance with the requirements of the Act and SEBI
Listing Regulations your Board had constituted various Board Committees includingAudit Committee Nomination & Remuneration Committee Stakeholders RelationshipCommittee Finance Committee and Corporate Social Responsibility Committee.
Details of the constitution of these Committees which are in accordance withregulatory requirements have been uploaded on the website of the Company viz.https://www.insecticidesindia.com/board-of-directors/ Details of scope constitutionterms of reference number of meetings held during the year under review along withattendance of Committee Members therein forms part of the Corporate Governance Reportannexed herewith this report. A detailed report on Corporate Social Responsibilityactivities initiated by the Company during the year under review in compliance with therequirements of Companies Act 2013 is annexed with this report.
22. Key Managerial Personnel
During the inancial year under review there was no change in the Key ManagerialPersonnel of the Company. The following persons have been continued to be designated asKey Managerial Personnel of the Company pursuant to Section 2(51) of the Act read withthe Rules framed there under.
1. Shri Hari Chand Aggarwal - Chairman &WTD
2. Shri Rajesh Aggarwal - Managing Director
3. Smt. NikunjAggarwal - Whole-time Director
4. Shri Sandeep Kumar - Company Secretary & CCO
5. Shri SandeepAggarwal - Chief Financial Ocer During the inancial year 2020-21 allthe necessary information as mentioned in Part A of Schedule II of SEBI ListingRegulations has been placed before the board for discussion and consideration.
23. Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability conrm that:
a) in the preparation of the annual accounts for the year ended March 31 2021 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;
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 at the end of the nancial year and of theprot of the Company for the year;
c) the directors had taken proper and sucient 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 had laid down internal nancial controls to be followed by the Companyand that such internal inancial controls are adequate and were operating effectively;
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.
24. Contracts Or Arrangements With Related Parties
Your Company has formulated a policy on related party transactions which is alsoavailable on Company's website at the linkhttps://www.insecticidesindia.com/investors-desk/ . The Board of Directors of the Companyhas approved the criteria for making the omnibus approval by the Audit Committee withinthe overall framework of the policy on related party transactions. Prior omnibus approvalis obtained for related party transactions which are of repetitive nature and entered inthe ordinary course of business and at arm's length. All related party transactions areplaced before the Audit Committee for review and approval. All related party transactionsentered during the Financial Year were in ordinary course of the business and on arm'slength basis. Disclosure of related party transactions as required pursuant to Section134(3)(h) of the Companies Act 2013 is provided in Form AOC-2 and annexed as Annexure-5.
Members may refer to Note No. 38 of the inancial statement which sets out related partydisclosures pursuant to IndAS-24.
25. Details in respect of adequacy of Internal Financial Controls
The Board has adopted the policies and procedures for ensuring the orderly and ecientconduct of business including adherence to the Company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and timely preparation of reliable nancialdisclosures.
Along with external Internal Auditor the Company has an in-house Internal Auditdepartment with a team of qualied professionals. The internal audit department prepares anannual audit plan based on risk assessment and conducts extensive reviews coveringinancial operational and compliance controls. Improvements in processes are identiiedduring reviews and communicated to the management on an ongoing basis. The Audit Committeeof the Board monitors the performance of the internal audit team on a periodic basisthrough review of audit plans audit nding s and issue resolution through follow-ups. Eachyear there are at least four meetings in which the Audit Committee reviews internal auditnding s.
26. Details of Signi cant & Material Orders passed by the regulator or Courts
No signicant and material order has been passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and Company's operations infuture details of which needs to be disclosed in the board's report as Section 134 (3)(q)read with rule 8 of Companies (Accounts) Rules 2014.
27. Material Changes and Commitments
There have been no material changes and commitments affecting the nancial position ofthe company which have occurred between the end of the nancial year of the Company towhich the nancial statements relate and the date of the report.
28. Auditors a) Statutory Auditors
M/s SS Kothari Mehta & Company. Chartered Accountants (ICAI Regd. No.: 000756N)and M/s Devesh Parekh & Co. Chartered Accountants (ICAI Regd. No.: 013338N) wereappointed as Auditors of the Company at the Annual General Meeting held on August 082017 for term of 5 (Five) consecutive Years. They have conrmed that they are notdisqualiied from continuing as Auditors of the Company.
The Notes on inancial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualication reservation adverse remark or disclaimer.
During the year under review the Auditors had not reported any matter under Section143 (12) of the Act therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
b) Secretarial Auditor
The Board of Directors had appointed Akash Gupta & Associates Company Secretaries(PCS Regis. No. 11038) to conduct Secretarial Audit for FY 2020-2021. During the yearunder review the company complies with all applicable Secretarial Standards. TheSecretarial Report annexed to this report are self-explanatory and do not call for anyfurther comments. The Secretarial Audit Report does not contain any qualiicationreservation adverse remark or disclaimer. During the year under review the Auditors hadnot reported any matter under Section 143 (12) of the Act therefore no detail is requiredto be disclosed under Section 134 (3)(ca) of the Act.
In terms of Section 204 of the Companies Act2013 the Audit Committee recommended andthe Board of Directors appointed M/s. Akash Gupta & Associates Company Secretaries(PCS Registration No.11038) as the Secretarial Auditors of the Company in relation to theinancial year 2021-22. The Company has received their consent for appointment.
A Secretarial Compliance Report for the inancial year ended March 31 2021 as requiredunder Regulation 24A of SEBI (LODR) Regulations 2015 has been submitted to the stockexchanges within due time. c) Cost Auditor
In terms of the requirement of Section 148 of the Act read with Companies (Cost Recordsand Audits) Rules 2014 the cost audit records maintained by the Company is required tobe audited. The Audit Committee recommended and the Board of Directors appointed M/sAggarwal Ashwani K & Associates Cost Accountants as Cost Auditors of the Company tocarry out the cost audit for the inancial year 2021-22. The Company has received theirwritten consent that the appointment is in accordance with the applicable provisions ofthe Act and rules framed thereunder. The remuneration of Cost Auditors has been approvedby the Board of Directors on the recommendation of Audit Committee and in terms of theCompanies Act 2013 and Rules thereunder the requisite resolution for ratication ofremuneration of Cost Auditors by the members has been set out in the Notice of the 24thAnnual General Meeting of your Company.
The Cost Auditors' Report are self-explanatory and do not call for any furthercomments. The Cost Audit Report of the relevant period does not contain any qualiicationreservation adverse remark or disclaimer.
During the FY 2020-21 the Cost Auditor has not reported any matter under Section143(12) of the Act therefore no details is required to be disclosed under Section134(3)(ca) of the Act.
d) Internal Auditors
The Board of Directors on recommendation of the Audit Committee appointed M/s. AditiGupta & Associates Chartered Accountants as Internal Auditors of the Company for theinancial year 2021-22.
The Internal Auditors' Report submitted to the Board were not contained anyqualiication reservation adverse remark or disclaimer however suggestions given by theinternal auditors for the improvement of the system were taken by the management.
29. Corporate Governance
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India (SEBI). The report on Corporate Governance as stipulated under the ListingRegulations forms an integral part of this Report. The requisite certiicate from theAuditors of the Company conrming compliance with the conditions of Corporate Governance isattached to the report on Corporate Governance.
30. Business Responsibility Report
The Listing Regulations mandate the inclusion of the BRR as part of the Annual Reportfor the top 1000 listed entities based on market capitalization. In compliance with theListing Regulations we have integrated BRR disclosures into our Annual Report as Annexure- 6. The Board of Directors has adopted a Business Responsibility Policy. The saidPolicy is a va i l a b l e o n C o m p a n y 's we b s i te a thttps://www.insecticidesindia.com/investors-desk/
31. Conservation of Energy Technology Absorption Foreign Exchange Earnings &Outgo
In terms of requirement of clause (m) of sub-section (3) of Section 134 of theCompanies Act 2013 read with the Companies (Account)s Rules 2014 the particularsrelating to conservation of energy technology absorption foreign exchange earnings andoutgo as required to be disclosed under the Act are provided in Annexure - 7 tothis report.
32. Annual Return
In accordance with Section 134 (3) (a) of the Act the annual return for the inancialyear 2020-21 is a va i l a b l e o n C o m p a n y 's we b s i te a thttps://www.insecticidesindia.com/investors-desk/
33. Disclosure under the Sexual Harassment of Women at the Work Place (PreventionProhibition and Redressal) Act 2013
The Company has in place an Anti-Sexual Harassment Policy ('Policy') in line with therequirements of The Sexual Harassment of Women at the Work Place (Prevention Prohibitionand Redressal) Act 2013. Your Directors state that during the year under review no casesof sexual harassment have been reported. Further the company has complied with provisionsrelating to the constitution of Internal Complaints Committee under the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013. The said Policyis available on Company's website at https://www.insecticidesindia.com/investors-desk/
34. Pollution Control
The Company has taken various initiatives to keep the environment free from pollution.It has already installed various devices in the factories to control the pollution.
35. Unclaimed Dividend
As per the Companies Act 2013 dividends that are unclaimed for a period of sevenyears statutorily get transferred to the Investor Education and Protection Fund (IEPF)administered by the Central Government. During the year under review in terms ofprovisions of Investors Education and Protection Fund (Awareness and Protection ofInvestors) Rules 2014 unclaimed dividend for nancial year 2012-13 aggregating to Rs.56799.00/- was transferred to Investors Education and Protection Fund. As per Regulation43 of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 no shares are lying in the suspense account of theCompany.
The Company has taken the required insurance coverage for its assets against thepossible risks like re ood public liability marine burglary etc.
37. Nature of Business
There is no change in the nature of business during the period under review.
38. Listing of Securities
The Company's equity shares are listed on BSE Limited & National Stock ExchangeLimited.
39. Cautionary Statement
Statements in the Board's report and the Management Discussion and Analysis Reportdescribing the expectations or predictions may be forward looking within the meaning ofapplicable securities laws and regulations. Actual results may differ materially fromthose expressed in the statement. Important factors that could inuence the Company'soperations include: global and domestic demand and supply conditions affecting sellingprices new capacity additions availability of critical materials and their cost changesin government policies and tax laws economic development of the country and other factorswhich are material to the business operations of the Company.
Your Company has been able to perform eiciently because of the culture ofprofessionalism creativity integrity and continuous improvement in all functions andareas as well as the ecient utilization o f the Company's resources for sustainable andprotable growth.
The Directors hereby wish to place on record their appreciation of the ecient and loyalservices rendered by each and every employee without whose wholehearted efforts theoverall satisfactory performance would not have been possible.
The Directors appreciate and value the contribution made by every member of the IILfamily.
| ||For and on behalf of the Board |
| ||Insecticides (India) Limited |
|Sd/- ||Sd/- |
|(Hari Chand Aggarwal) ||(Rajesh Aggarwal) |
|Chairman & WTD ||Managing Director |
|DIN-00577015 ||DIN-00576872 |
Dated: June 18 2021