The Board of Directors hereby submit the report of the business and operations of yourCompany ('the Company' or 'IIL') along with the audited financial statements for thefinancial year ended March 312017.
1. Financial Results
| || || |
(' In Lacs)
|Particulars || |
| ||March 31 2017 ||March 31 2016 |
|Revenue from Operations (Net) ||110738.42 ||98814.53 |
|Other Income (net) ||55.00 ||55.61 |
|Total Income ||110793.42 ||98870.14 |
|Less : Depreciation ||1595.67 ||1592.54 |
|Less : Expenditure ||101197.85 ||92289.25 |
|Profit Before Tax (PBT) ||7999.90 ||4988.35 |
|Less : Tax Expenses || || |
|Current Tax ||1664.60 ||701.07 |
|MAT Credit Entitlement ||251.20 ||160.45 |
|Deferred Tax ||270.28 ||198.28 |
|Profit After Tax (PAT) ||5813.82 ||3928.55 |
|Earnings per share (after extraordinary items) (Basic) (Rs.) ||28.13 ||19.01 |
|Earnings per share (after extraordinary items) (Diluted) (Rs.) ||28.13 ||20.01 |
2. Financial Performance
During the year under review the Turnover of the Company rose to Rs 118944.32/- Lacsas against Rs. 104790.72/- Lacs reported last year registering a growth of 13.51%. TheCompany has earned Net Profit Rs. 5813.82/- Lacs as against the net profit of Rs.3928.55/- Lacs reported last year registering a growth of 48%. The improvement inperformance of your Company could mainly be attributed to better capacity utilizationongoing emphasis on productivity and efficiency improvement in all areas of operation.
3. Dividend and Reserves
Based on the Company's performance the directors are pleased to recommend for approvalof the members a final dividend of Rs. 2.00/- per share (20%) for FY 2016-17 (Previousyear Rs. 2.00/- per share). The final dividend on equity shares if approved by themembers would involve a cash outflow of Rs. 497.51 Lacs (including Corporate Dividend Taxamounting to Rs. 84.16 Lacs)
The Register of member and share transfer Books will remain closed from July 31 2017to August 08 2017 (both day inclusive) for the purpose of payment of final dividend forthe Financial Year ended March 312017.
4. Share Capital
The paid up Equity Share Capital of the Company as on March 312017 was Rs. 2066.78lacs. There was no change in the Company's Share Capital during the year under review.
5. Credit Rating
The Company enjoys a good reputation for its sound financial management and ability tomeet in financial commitments. CRISIL A S&P Global Company a reputed Rating Agencyhas re-affirmed the credit rating of CRISIL A/Stable for the longterm and CRISIL A1 forthe Short-term Bank facilities.
6. Particulars of Loans given Investment made Guarantees given And Securitiesprovided
During the year under review the Company has not made any loan given any guarantee orprovided security in connection with the loan to any other body corporate or person.However the Company has invested in equity shares of OAT & IIL India LaboratoriesPrivate Limited the said company is the Joint Venture of your company w.e.f March 6 2013and also invested in the shares of OAT Agrico Co. Ltd. Japan a Joint Venture partnerCompany.
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.
8. Subsidiary Company Associate Company And Joint Venture Company
There is no subsidiary Company of the Company during the year under review.
The Company has "OAT & IIL India Laboratories Private Limited" as itsjoint venture company within the meaning of Section 2(6) of the Act as on March 312017.Also the Company has "ISEC Organics Limited" as its associate company.
A highlight of performance of associates and joint ventures along with therecontribution to the overall performance of the Company during the period are provided in Annexure- 1 and hence not repeated here for the sake of brevity.
The Policy for determining material subsidiaries as approved may be accessed on theCompany's website at the link: http://www.insecticidesindia.com/Policy/RELATED%20PARTY%20TRANSACTION%20FINAL.pdf
9. Consolidated Financial Statements
The Consolidated Financial Statements of the Company for the Financial Year 2016-17 areprepared in compliance with the applicable provisions of the Act Accounting Standards andRegulations as prescribed by Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (SEBI "Listing Regulations").
The Consolidated Financial Statements have been prepared on the basis of the auditedfinancial statements of the Company and its Joint Venture Company as approved by theirrespective Board 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 website www.insecticidesindia.com of the Company.
10. Transfer to Reserves
The Company proposes to retain the entire amount of Rs. 5813.81/- Lacs in the profitand loss account.
11. 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.
12. Corporate Social Responsibility
The Corporate Social Responsibility Committee (CSR Committee) has formulated andrecommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicatingthe activities to be undertaken by the Company which has been approved by the Board.
The CSR Policy may be accessed on the Company's website at the link:http://www.insecticidesindia.com/Policy/CSR%20 Policv%20FINAL.pdf.
The key philosophy of all CSR initiatives of the Company is guided by three corecommitments of Scale Impact and Sustainability.
The Company has identified following focus areas for CSR engagement:
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 marked asAnnexure - 2.
13. Risk Management
The Company has formulated the Risk Management Policy through which the Company hasidentified various risks like strategy risk industry and competition risk operationrisk liability risks resource risk technological risk financial risk. The Companyfaces constant pressure from the evolving marketplace that impacts important issues inrisk management and threatens profit margins. The Company emphasizes on those risks thatthreaten the achievement of business objectives of the Company over the short to mediumterm. Your Company has adopted the mechanism for periodic assessment to identify analyzeand mitigation of the risk.
The appropriate risk identification method will depend on the application area (i.e.nature of activities and the hazard groups) the nature of the project the project phaseresources available regulatory requirements and client requirements as to objectivesdesired 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 finalized owners identified and progress ofmitigation actions shall be regularly and periodically monitored and reviewed. Treatmentoptions which are not necessarily mutually exclusive or appropriate in all circumstancesshall 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 annexed herewith as Annexure - 3 tothis Report.
14. 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 employee was denied access to the Audit Committee.
15. 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) & 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the details regarding the remuneration and other requisite detailsare mentioned in the Annexure - 4(a) attached hereto.
No Employee draw the remuneration in excess of limit prescribed under Section 197 ofthe Companies Act 2013 read with rule 5(2) of the Companies (Appointment and ManagerialPersonnel) 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.
In accordance with the provisions of Section 152 of the Act Mrs. Nikunj Aggarwal (DIN:06569091) Directors of the Company retire by rotation at the forthcoming Annual GeneralMeeting of the Company and being eligible offer herself for re-appointment.
The information of Directors seeking appointment/ reappointment as required pursuant toRegulation 36(3) of SEBI Listing Regulations is provided in the notice of the 20thAnnual General Meeting of the Company.
All the Independent directors have given declaration that they meet the criteria ofIndependence laid down under Section 149 (6) of the Companies Act 2013 and Regulation16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
During the year 2016-17 information of Directors appointed/resigned provided incorporate governance report and hence not repeated here for the sake of brevity.
17. Meeting of the Board
During the financial year 2016-17 the Board of Directors met 8 (Eight) times thedetails of which are given in the Corporate Governance Report that forms the part ofAnnual Report. The notice along with Agenda of each Board Meeting was given in writing toeach Director. The intervening gap between any two meetings was within the periodprescribed by the Act and SEBI Listing Regulations.
18. 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.
19. Familiarisation Programme for Independent Directors
Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations theCompany has formulated a programme for familiarising the Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc. through variousinitiatives. The details of the aforementioned programme is available on the Company'swebsite at http://www.insecticidesindia.com/
20. Board Committees
In compliance with the requirements of the Act and SEBI Listing Regulations your Boardhad constituted various Board Committees including Audit Committee Nomination &Remuneration Committee Stakeholders Relationship Committee Finance Committee andCorporate 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.www.insecticidesindia.com . Details of scope constitution terms of reference number ofmeetings held during the year under review along with attendance of Committee Memberstherein form part of the Corporate Governance Report annexed to this report. A detailedreport on Corporate Social Responsibility activities initiated by the Company during theyear under review in compliance with the requirements of Companies Act 2013 is annexedto this report.
21. Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) of the Act read with the Rules framed there under.
1. Mr. Rajesh Aggarwal - Managing Director
2. Mr. Sandeep Kumar - Company Secretary (appointed w.e.f. 18/04/2017)
3. Mr. Sandeep Aggarwal - Chief Financial Officer
4. Mr. Pankaj Gupta - Company Secretary (Ceased w.e.f. 29/03/2017)
Mr. Pankaj Kumar Gupta resigned from the Company due to personal reasons w.e.f. March29 2017 the same has been accepted by the Management and placed before the Board intheir Meeting.
Mr. Sandeep Kumar Appointed as Company Secretary of the Company w.e.f. April 18 2017.Mr. Sandeep Kumar was previously working with Listed Company based on Madhya Pradesh.
During the year 2016-17 information as mentioned in Part A of Schedule II of the SEBIListing Regulations has been placed before the board for its consideration.
22. Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
a) in the preparation of the annual accounts for the year ended March 31 2016 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 financial year and ofthe profit of the Company for the year;
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 have prepared the annual accounts on a going concern basis.
e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
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.
23. 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 linkhttp://www.insecticidesindia.com/Policv/RELATED%20PARTY%20TRANSACTIQN%20FINAL.pdf . Thispolicy deals with the review and approval of related party transactions. The Board ofDirectors of the Company has approved the criteria for making the omnibus approval by theAudit Committee within the overall framework of the policy on related party transactions.Prior omnibus approval is obtained for related party transactions which are of repetitivenature and entered in the ordinary course of business and at arm's length. All relatedparty transactions are placed before the Audit Committee for review and approval.
All related party transactions entered during the Financial Year were in ordinarycourse of the business and on arm's length basis. No material related party transactionswere entered during the Financial Year by your Company. Accordingly the disclosure ofrelated party transactions as required under Section 134(3)(h) of the Companies Act 2013in Form AOC 2 is not applicable to your Company.
Members may refer to Note No. 35 to the financial statement which sets out relatedparty disclosures pursuant to AS-18.
24. Details in respect of adequacy of Internal Financial Controls
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures.
25. Details of Significant & Material Orders
No significant 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.
26. Material Changes and Commitments
There have been no material changes and commitments affecting the financial position ofthe company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
27. Auditors Statutory Auditors
As per Section 139 of the Act read with the Companies (Audit and Auditors) Rules2014 the term of M/s Mohit Parekh & Co. Chartered Accountants (ICAI Regd. No.:00206N) New Delhi as the Statutory Auditors of the Company expires at the conclusion ofthe ensuing Annual General Meeting of the Company.
The Board of Directors of the Company at their meeting held on May 27 2017 on therecommendation of the Audit Committee have made its recommendation for appointment ofJoint Auditors M/s S S Kothari Mehta & Co. Chartered Accountants (ICAI Regd. No.:000756N) and M/s Devesh Parekh & Co. Chartered Accountants (ICAI Regd. No.: 013338N)as the Statutory Auditors of the Company by the Members at the 20th Annual General Meetingof the Company for an initial term of 5 years. Accordingly a resolution proposingappointment of M/s S S Kothari Mehta & Co. Chartered Accountants (ICAI Regd. No.:000756N) and M/s Devesh Parekh & Co. Chartered Accountants (ICAI Regd. No.: 013338N)as the Statutory Auditors of the Company for a term of five consecutive years i.e. fromthe conclusion of 20th Annual General Meeting till the conclusion of 25thAnnual General Meeting of the Company pursuant to Section 139 of the Companies Act 2013forms part of the Notice of the 20th Annual General Meeting of the Company. TheCompany has received their written consent and a certificate that they satisfy thecriteria provided under Section 141 of the Act and that the appointment if made shall bein accordance with the applicable provisions of the Act and rules framed thereunder.
The Report given by M/s. Mohit Parekh & Co. Statutory Auditors on the financialstatement of the Company for the year 2017 is part of the Annual Report. There has been noqualification reservation or adverse remark or disclaimer in their Report. During theyear under review the Auditors had not reported any matter under Section 143 (12) of theAct therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.
M/s. Mohit Parekh & Co. over many years have successfully met the challenge thatthe size and scale of the Company's operations pose for auditors and have maintained thehighest level of governance ethical standards rigour and quality in their audit. TheBoard place on record its appreciation for the services rendered by Mohit Parekh &Co. as the Statutory Auditors of the Company.
The Secretarial Audit was carried out by M/s. Akash Gupta & Associates CompanySecretaries (PCS Regis. No. 11038) for the financial Year 2016-17. The Report given bythe Secretarial Auditors is annexed and forms integral part of this Report. There has beenone observation made by the Secretarial auditors no qualification reservation or otheradverse remark or disclaimer in their Report.
Observation : Section 197(12) read with rule 5 (2) & 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules the board's report shallinclude a statement showing the names and other details of the top ten employees in termsof remuneration drawn along with other particulars as prescribed thereunder and the nameof every employee drawing remuneration beyond prescribed limit however the same has notbeen disclosed in the Board Report dated 23rd August 2016of the Companyforthefinancial year2015-16.
Management Response: The amendments in the mentioned rule 5 (2) was notified by theCentral Government on 30th June 2016 where the management of the Company was of the viewthat the said amendment would be applicable from financial year 2016-17 therefore thelist of top 10 employees was not reported in the Directors Report 2015-16. However themanagement has provided the disclosure of Remuneration & Particulars of Employees andRelated Disclosures as required under Section 197(12) read with rule 5(2) and 5(3) for FY2016-17. Further none of the Employee receives remuneration more than the Whole-timeDirectors Remuneration of Whole-time Directors are within the prescribed limit for the FY205-2016.
During the year under review the Secretarial Auditors had not reported any matterunder Section 143 (12) of the Act therefore no detail is required to be disclosed underSection 134 (3)(ca) of the Act.
In terms of Section 204 of the Companies Act 2013 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 thefinancial year 2017-18. The Company has received their consent for appointment.
In terms of the requirement of Section 148 of the Act read with Companies (Cost Recordsand Audits) Rules 2014 the Audit Committee recommended and the Board of Directorsappointed M/s A.G.S. & Associates Cost Accountants being eligible and having soughtappointment as Cost Auditors of the Company to carry out the cost audit for thefinancial year 2017-18. The Company has received their written consent that theappointment is in accordance with the applicable provisions of the Act and rules framedthereunder. The remuneration of Cost Auditors has been approved by the Board of Directorson the recommendation of Audit Committee and in terms of the Companies Act 2013 and Rulesthereunder the requisite resolution for ratification of remuneration of Cost Auditors bythe members has been set out in the Notice of the 20th Annual General Meetingof your Company.
There is no cost audit qualification/adverse remarks in the Cost Audit Report for thefinancial year ended 31st March 2017. During the year under review the Cost Auditor 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.
28. 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 certificate from theAuditors of the Company confirming compliance with the conditions of Corporate Governanceis attached to the report on Corporate Governance.
29. Business Responsibility Report
In compliance with Regulation 34 of SEBI Listing Regulations the BusinessResponsibility Report detailing the various initiatives taken by the Company onenvironmental social and governance front is forming a part of this Annual Report. TheBoard of Directors has adopted a Business Responsibility Policy. The said Policy isavailable on Company's website at http://www.insecticidesindia.com/
30. 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 - 5 tothis report.
31. Extract of Annual Return
In accordance with Section 134 (3) (a) of the Act an extract of Annual Return of theCompany is annexed herewith as Annexure - 6 to this Report.
32. 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.
33. Pollution Control
The Company has taken various initiatives to keep the environment free from pollution.It has already installed various devices in the factories to control the pollution.
34. Unclaimed Dividend
During the year under review in terms of provisions of Investors Education andProtection Fund (Awareness and Protection of Investors) Rules 2014 unclaimed dividenddeclared by the Company for financial year 2008-09 aggregating to Rs.109272/- wastransferred to Investors Education and Protection Fund.
The Company has taken the required insurance coverage for its assets against thepossible risks like fire flood public liability marine etc.
36. Nature of Business
There is no change in the nature of business during the period under review.
37. Listing of Securities
The Company's equity shares are listed on BSE Limited & National Stock ExchangeLimited.
38. Cautionary Statement
Statements in the Board's report and the Management Discussion and Analysis Reportdescribing the Company's objectives expectations or predictions may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include: global and domestic demand and supplyconditions affecting selling prices new capacity additions availability of criticalmaterials and their cost changes in government policies and tax laws economicdevelopment of the country and other factors which are material to the business operationsof the Company.
Your Company has been able to perform efficiently because of the culture ofprofessionalism creativity integrity and continuous improvement in all functions andareas as well as the efficient utilization of the Company's resources for sustainable andprofitable growth.
The Directors hereby wish to place on record their appreciation of the efficient andloyal services rendered by each and every employee without whose whole-hearted effortsthe overall satisfactory performance would not have been possible. The Directorsappreciate and value the contribution made by every member of the IIL family.
| ||For and on behalf of the Board |
| ||Insecticides (India) Limited |
| ||(Hari Chand Aggarwal) |
| ||Chairman |
| ||DIN - 00577015 |
|Place : Delhi || |
|Dated : May 27 2017 || |
FORM NO. AOC.1
Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures (Pursuantto firstproviso to sub-section(3) ofsection 129 read with rule 5 of Companies (Accounts) Rules 2014)
Part "A": Subsidiaries - Not Applicable Part "B": Associates andJoint Ventures
Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures
| || || |
(Rs. In Lacs)
|Name of Associates/Joint Ventures ||Isec Organics Limited (Associate Company) ||OAT & IIL India Laboratories Private Limited (Joint Venture Company) |
|1. Latest audited Balance Sheet Date ||31.03.2016* ||31.03.2017 |
|2. Date on which the associates or joint ventures were acquired ||N.A ||06.03.2013 |
|3. Shares of Associate/Joint Ventures held by the company on the year end || || |
|No. ||- ||795000 |
|Amount of Investment in Associates/Joint Venture ||- ||795.00 |
|Extend of Holding % ||- ||20 |
|4. Description of how there is significant influence ||Business of Real Estate ||R & D |
|5. Reason why the associate/joint venture is not consolidated ||N.A || |
|6. Networth attributable to Shareholding as per latest audited Balance Sheet ||979.15 ||3921.72 |
|7. Profit / Loss for the year || || |
|i. Considered in Consolidation ||- ||20% |
|i. Not Considered in Consolidation ||- ||80% |
*Note :The Financial Statement for the FY2015-16 for Associate Company is under processof the Audit. Hence the figure are mentioned pursuant to Audited Financial Statement as onMarch 31 2016
Annexure - 3
RISK MANAGEMENT POLICY
This Risk Management Policy ("Policy") is prepared and adopted to build aframework for risk management of Insecticides (India) Limited ("Company") inaccordance with the requirement of Companies Act 2013 ("Act") which has becomeapplicable with effect from 1stApril 2014 and amended clause 49 of ListingAgreement which has become applicable with effect from 1st October 2014. ThisPolicy is aimed to develop an approach to make an assessment and minimization of therisks in financial operational and project based areas in a timely manner.
The provisions of Act and Listing Agreement provides for the requirement of developingand implementing a Risk Management Policy ("Policy") of the Company and astatement to this effect shall be included in the Report of Board of Directors("Board") every year. The statement shall contain the identification of riskelements if any which in the opinion of the Board may create threat for the existence ofthe Company.
A Company is exposed to several types of risks including operational and financialrisks. The key objective of this Policy is to ensure sustainable business expansion withstability and to promote an upbeat approach in risk management process by eliminatingrisk. In order to achieve this key objective this Policy provides a prepared andwell-organized approach to manage the various types of risk associated with day to daybusiness of the Company and minimize adverse impact on its business objectives. Mainobjectives of the Policy are:
1. To ensure that all the current and future material risk exposures of the Company areidentified assessed quantified appropriately mitigated minimized and managed i.e. toensure adequate systems for risk management;
2. To protect brand value through strategic control and operational policies;
3. To establish a framework for the Company's risk management process and to ensurecompany- wide implementation;
4. To ensure systematic and uniform assessment of risks related with different projectsof the Company;
5. To enable compliance with appropriate regulations wherever applicable through theadoption of best practices.
IV. BACKGROUND AND IMPLEMENTATION
This document is intended to formalize a risk management policy for the Company theobjective of which shall be identification evaluation monitoring and minimization ofidentifiable and predictable future risks.
The Board of Directors of the Company shall periodically review and evaluate the riskmanagement system of the Company so that the management controls the risks throughproperly defined network. The head of Departments shall be responsible for implementationof the risk management system as may be applicable to their respective areas offunctioning and report to the Board and/or Audit Committee.
V. CATEGORIES OF RISKS
The Company faces constant pressure from the evolving marketplace that impactsimportant issues in risk management and threatens profit margins. The business is exposedto several kinds of risk from time to time which include the following:
1. Strategic Risks: These risks concern risks relating to the flux and movement ofmoney and capital in the Company. This will include cash flow management investmentevaluation and credit default. These risks emanate out of the choices the Company makesin the markets resources and delivery of services.
2. Industry and Competition Risks: Risks relating to the agro chemicals industryincluding competition in the industry technological landscape risks arising out ofvolatility manufacturing industry and those relating to brands of the Company.
3. Risk of Theft Pilferage and Non Delivery: Risks relating to theft or pilferagewhen the goods manufactured are failed to be delivered to the buyers. The risk of Non-delivery concerns a situation where the whole cargo is not delivered to the consignee.
4. Risk of Clash and Breakage: The risk of clash and breakage is mainly referred tothe risks associated with the manufacturing output caused due to quiver bump squeezinglacquer desquamation nick and so on in transit. Fragmentation is mainly referred tofragile substances and includes loss including breaching and smash in transit due tocareless loading and unloading and bumping of conveyance and may also occur duringwarehousing.
5. Operational Risks: Most common and often combatable in all situations theserisks related to business operations such as those relating to determinationidentification and procurement of vendors services delivery to vendors security andsurveillance and business activity disruptions.
6. Currency Risk: The Company deals in various foreign currencies and is exposed tofluctuations in the currency markets from time to time.
7. Resource Risk: The Company may at times become susceptible to various risksassociated with the procurement of talent capital and infrastructure as may be specificto the industry.
8. Risks relating to regulatory and compliance framework: Risks due to inadequatecompliance to regulations contractual obligations and intellectual property violationsleading to litigations and related costs and effect on brand value and image.
Due to the constant changes in the issues affecting the business there is always aneed for proactive solutions for risk prevention and management. A comprehensive riskpolicy covering the broadest spectrum of potential risks will provide the most protection.
VI. RISK MANAGEMENT PROCESS
1. ESTABLISHMENT OF GOALS & CONTEXT
The purpose of this stage is to understand the environment in which the Companyoperates keeping in view its external environment as well as internal culture. Forthis the Company shall establish it's strategic organizational and risk managementcontext and identify the constraints and opportunities of its operating environment.
2. IDENTIFICATION OF RISKS
Periodic assessment to identify significant risks for the Company and prioritizing therisks for action is an important aspect of this Policy. Mechanisms for identification andprioritization of risks include risk survey scanning of the environment of risksdiscussions about the risks and threats to the Company. A risks register shall also bemaintained and internal audit findings shall include pointers for risk identification.
Kev questions that mav assist identification of risks include:
S To achieve its goals the Company shall determine when where why and how arerisks likely to occur?
S What are the risks associated with achieving each goal?
S What are the risks of not achieving these goals?
S Who are involved (for example suppliers contractors stakeholders) in thecreation as well as combating of the same?
The appropriate risk identification method will depend on the application area (i.e.nature of activities and the hazard groups) the nature of the project the project phaseresources available regulatory requirements and client requirements as to objectivesdesired outcome and the required level of detail.
3. ANALYSIS OF RISKS
Risk analysis involves the consideration of the source of risk the consequence andlikelihood of the risks to estimate the inherent or unprotected risk without controls inplace. It also involves identification of the controls an estimation of theireffectiveness and the resultant level of risk with controls in place (the protectedresidual or controlled risk). Qualitative semi-quantitative and quantitative techniquesare all acceptable analysis techniques depending on the risk the purpose of the analysisand the information and data available.
4. EVALUATION OF RISKS
Once the risks have been analyzed they can be compared against the previouslydocumented and approved tolerable risk criteria.
The decision of whether a risk is acceptable or not is taken by the relevant manager. Arisk may be considered acceptable if for example:
> The risk is sufficiently low that treatment is not considered cost effective or
> A treatment is not available e.g. a project terminated by a change of governmentor
> A sufficient opportunity exists that outweighs the perceived level of threat.
If the manager determines the level of risk to be acceptable the risk may be acceptedwith no further treatment beyond the current controls. Acceptable risks should bemonitored and periodically reviewed to ensure they remain acceptable. The level ofacceptability can be organizational criteria or safety goals set by the authorities.
5. TREATMENT OF RISKS
For top risks dashboards shall be created to track external and internal indicatorsrelevant for risks so as to indicate the risk level. The trend line assessment of toprisks analysis of exposure and potential impact shall be carried out. Mitigation plansshall be finalized owners identified and progress of mitigation actions shall beregularly and periodically monitored and reviewed. Treatment options which are notnecessarily mutually exclusive or appropriate in all circumstances shall be driven byoutcomes that include:
> Avoiding the risk
> Reducing (mitigating) the risk
> Transferring (sharing) the risk and
> Retaining (accepting) the risk.
6. MONITORING OF RISKS
It is important to understand that the concept of risk is dynamic and needs periodicand formal review. The currency of identified risks needs to be regularly monitored. Newrisks and their impact on the Company may to be taken into account. This step requires thedescription of how the outcomes of the treatment will be measured. Milestones orbenchmarks for success and warning signs for failure need to be identified.
The review period is determined by the operating environment (including legislation)but as a general rule a comprehensive review every three years is an accepted industrynorm. This is on the basis that all changes are subject to an appropriate change processincluding risk assessment. The review needs to validate that the risk management processand the documentation is still valid. The review also needs to consider the currentregulatory environment and industry practices which may have changed significantly in theintervening period.
The assumptions made in the previous risk assessment (hazards likelihood andconsequence) the effectiveness of controls and the associated management system as wellas people need to be monitored on an on-going basis to ensure risk are in fact controlledto the underlying criteria.
For an efficient risk control the analysis of risk interactions is necessary. Thisensures that the influences of one risk to another is identified and assessed. A frameworkneeds to be in place that enables responsible officers to report on the following aspectsof risk and its impact on the Company's operations:
> What are the key risks?
> How are they being managed?
> Are the treatment strategies effective? - If not what else must be undertaken?
> Are there any new risks and what the implications for the organization are?
7. COMMUNICATION & REPORTING
Risk updates shall be provided to the Board. Entity level risks such as project risksaccount level risks shall be reported to and discussed at appropriate levels of theCompany. Clear communication is essential for the risk management process i.e. clearcommunication of the objectives the risk management process and its elements as well asthe findings and required actions as a result of the output.
VII. ROLE OF THE BOARD
The Board will undertake the following to ensure that the risks in the Company aremanaged appropriately:
The Board shall be responsible for framing implementing and monitoring the riskmanagement plan for the Company;
The Board shall ensure that appropriate systems for risk management are inplace;
The Board shall ensure allocation of priorities and resources in addressingrisks;
The independent directors of the Company shall help in bringing an independentjudgment to bear on the Board's deliberations on issues of risk management and satisfythemselves that the systems of risk management are robust and defensible;
The Board shall actively participate in major decisions affecting the Company'srisk profile;
The Board may constitute any committees to ensure that risks are adequatelymanaged and resolved where possible;
The Board may deploy mechanisms to monitor compliance with the Policy.
The Chief Financial Officer will gather and review information and data be thorough inassessments seek independent or expert advice where appropriate and provide direction andguidance to the Board of Directors in terms of decision-making.
In fulfilling the duties of risk management the Chief Financial Officer may haveunrestricted access to Company employees contractors and records and may obtainindependent expert advice on any matter they believe appropriate with the approval of theBoard.
VIII. RISK REGISTRATION TREATMENT & REPORTING
The Company should make the risk registers in which the managers to record the riskdescription an assessment of that risk the responsible officer for managing that risk& treatment plans.
This information provides a useful tool for managers & staff to consider in bothstrategic & operational planning & the register will be available to managers& staff.
The Board of the Company will monitor the risk profile of the organization withparticular regard to those risks that exceed an acceptable risk level.
The management of risk will be integrated into organization's existing planning &operational processes & will be recognized in the funding & quarterly reportingmechanisms on the basis of the evaluation of the level of risk & organization'sexposure.
IX. DISCLOSURE IN BOARD'S REPORT
Board of Directors shall include a statement in their Board's Report indicatingdevelopment and implementation of a Risk Management Policy for the Company includingidentification therein of elements of risk if any which in the opinion of the Board maythreaten the existence of the Company.
This Policy shall be reviewed annually to ensure that it meets the requirements of thelaw and its provisions and the needs of Company.
Annexure - 4a
Statement of Disclosure of Remuneration under Section 197 of the Companies Act 2013and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year 2016-17:
|Table no. I || || || |
(Rs. In Lacs)
|Sl. No ||Name of Director ||Director's |
|Employee Median Remuneration ||Ratio |
|1 ||Mr. Hari Chand Aggarwal ||113.80 ||2.32 ||49:1 |
|2 ||Mr. Rajesh Aggarwal ||101.20 ||2.32 ||43:1 |
|3 ||Mrs. Nikunj Aggarwal ||38.01 ||2.32 ||16:1 |
| || || || || |
|Table no. II || || || |
| || || || || |
(Rs. In Lacs)
|Sl. No ||Name of Director ||Sitting Fee ||Employee Median Remuneration ||Ratio |
|1 ||Mr. Virjesh Kumar Gupta ||02.75 ||2.32 ||1.18: 1 |
|2 ||Mr. Navin Shah ||01.75 ||2.32 ||0.75:1 |
|3 ||Mr. Vinod Kumar Mittal ||02.75 ||2.32 ||1.18:1 |
|4 ||Mr. Jayaraman Swaminathan ||04.00 ||2.32 ||1.72:1 |
|5 ||Deepak Gupta ||01.75 ||2.32 ||0.75:1 |
1. Directors at above table II are Independent Directors and received only sitting feeduring the year.
2. Out of pocket expenses incurred by them for attending the meetings not taken intoaccount.
b. The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:
|Sl. No ||Name of Director and KMP ||Director/KMP ||% increase in remuneration |
|1 ||Mr. Hari Chand Aggarwal ||Chairman |
Cum Whole-time Director
|2 ||Mr. Rajesh Aggarwal ||Managing Director ||60% |
|3 ||Mrs. Nikunj Aggarwal ||Whole-time Director ||200% |
|4 ||Mr. Sandeep Aggarwal ||Chief Financial Officer ||Nil |
|5 ||Mr. Pankaj Gupta* ||Company Secretary ||Nil |
*Pankaj Gupta ceased to be Company Secretary w.e.f March 27 2017
c. In the financial year 2016-17 there was an increase of 6.50% in the medianremuneration of employees.
d. Total number of employees of the Company as on March 31 2017 was 1028. The Companyhas maintained peaceful and harmonious relations with all its employees.
e. The average increment of 7.15% during the year in the line with the markettrend.Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company; The aggregate remuneration of Executive Directors and KMPs was0.24% ofTurnover and 3.63% of Net Profit (before tax) during the financial year 2016-17.
f. The market capitalization of the Company increased by 70.78% from Rs. 64421.50 Lacsas on March 31 2016 to Rs. 109766.66 Lacs as on March 31 2017. The Price earning ratiois increased by 14.57%.
g. Average percentile increase already made in the salaries of employees in 2016-17 was12-16% whereas the increase in managerial remuneration was 10%. This was based on therecommendations of Nomination & Remuneration Committee based on industry benchmarksand the respective person's performance and contribution. The Company's remunerationphilosophy is to ensure that it is competitive in the PD industry in which it operatesfor attracting and retaining the best talent.mparison of the each remuneration of the KeyManagerial Personnel against the performance of the Company -
|Name of KMP ||Remuneration (' in Lacs) ||Ratio of remuneration to Profit before Tax |
|Mr. Rajesh Aggarwal ||101.20 ||0.012:1 |
|Mr. Sandeep Aggarwal ||26.80 ||0.003:1 |
|Mr. Pankaj Kumar Gupta# ||10.99 ||0.001:1 |
#Mr. Pankaj Kumar Gupta ceased to be Company Secretary of the Company w.e.f. March 292017. settlement amount gratuityand otherbenefits has been not considered.
h. The key parameters for the variable component of remuneration availed by theDirectors are considered by the Board based on the recommendation of the Nomination &Remuneration Committee as per the Remuneration Policy of the Company for Directors KMPsand other employees.
i. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year NIL; and
j. The company affirms that the remuneration is as per the Remuneration policy of theCompany.
k. tatement showing the names and other details of the top ten employees in terms ofremuneration drawn along with other particulars. All these employees are in whole timeemployment of the Company.
| || || || || || || || ||(Rs. In Lacs) |
|Name and Age ||Designation/ Nature of Duty ||Remu neration p.a ||Qualifica tion ||Experience ||Date of Joining ||Previous Employment & Designation ||% of shareholding in the Company ||Relationship to any Director or Manager |
|Mr. Hari Chand Aggarwal ||Chairman ||108.00 ||High School ||42 Years ||01/11/2001 ||Own Business ||4.47 ||Father of Mr. Rajesh Aggarwal MD and Father-inlaw of Mrs. Nikunj Aggarwal WTD |
|Mr. Rajesh Aggarwal ||Managing Director ||96.00 ||B.Com ||24 Years ||01/11/2001 ||Own Business ||25.61 ||Son of Mr. Hari Chand Aggarwal Chairman and Husband of Mrs. Nikunj Aggarwal WTD |
|Mrs. Nikunj Aggarwal ||Whole-time Director ||36.00 ||B.A ||8 Years ||02/05/2013 ||Own Business ||5.44 ||Wife of Mr. Rajesh Aggarwal MDl and Daughter-in-law of Mr. Hari Chand Ag- garwal Chairman |
|Mr. Sunil Kumar Wasan ||General Manager ||26.84 ||B-tech in Chemicals ||28 Years ||23/02/2016 ||M/s Solrex Pharmaceutical Ltd Sr. General Manager ||0.00 ||No Relationship with Directors |
|Mr. Sandeep Aggarwal ||CFO ||25.32 ||CA ||6 years with IIL ||01/08/2011 ||Own Business ||0.00 ||No Relationship with Directors |
|Mr. Vinod Kumar Garg ||General Manager ||20.11 ||B.Com LLB ||34 Years ||01/06/2002 ||- ||0.00 ||No Relationship with Directors |
|Mr. Sanjay Singh ||A.G.M ||20.07 ||MSC ||24 Years ||12/06/2012 ||M/s Dhanuka Agritech Ltd Sr. Product Manager ||0.00 ||No Relationship with Directors |
|Mr. Srikant S Satwe ||Sr. G.M & Head ||18.51 ||MSC and PGDMS ||29 Years ||08/12/2014 ||M/s Hikal Ltd Head Marketing ||0.00 ||No Relationship with Directors |
|Dr. Mukesh Kumar Aggarwal ||General Manager ||18.50 ||P.hd and MSC ||24 Years ||21/12/2001 ||M/s Hindustan Pulverising Mills Manager QC & Production ||0.00 ||No Relationship with Directors |
|Mr. Abhai Shankar ||General Manager ||18.17 ||MSC ||10 yrs with IIL ||15/03/2007 ||- ||0.00 ||No Relationship with Directors |
Annexure - 4b
"NOMINATION AND REMUNERATION & BOARD DIVERSITY POLICY"
In an endeavor to make the hiring of directors KMP & other senior official moretransparent the Companies Act 2013 (Act') requires the Company to have theNomination & Remuneration Policy for inter-alia setting up the criteria of Nominationof Directors Key Managerial Personnel & Senior Management and Remuneration ofDirectors Key Managerial Personnel Senior Management and other employees. Theconstitution of Nomination and Remuneration Committee and this Policy is in compliancewith Section 178 of the Companies Act 2013 read along with the rules there under andRegulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
For the purpose of this Policy:
'Act' shall mean the Companies Act 2013;
'Board' shall mean the Board of Directors of Insecticides (India)Limited;
'Committee' shall mean the Nomination and Remuneration Committeeof the Company constituted and re-constituted by the Board from time to time;
'Company' shall mean Insecticides (India) Limited;
'Directors' shall mean the directors of the Company;
'Independent Director' shall mean a director referred to inSection 149 (6) of the Companies Act 2013;
'Key Managerial Personnel (KMP)' shall mean the following:
(i) Executive Chairman and / or Managing Director (MD) and/or Manager
(ii) Whole-time Director (WTD);
(iii) Chief Financial Officer (CFO);
(iv) Company Secretary (CS);
(v) Such other officer as may be prescribed.
'Senior Management' shall mean personnel of the company who are membersof its core management team excluding the Board of Directors. This would also include allmembers of management one level below the executive directors including all functionalheads.
OBJECTIVE & PURPOSE
The objective and purpose of this Policy are as follows:
To lay down criteria and terms and conditions with regard to identifying personswho are qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine remunerationof Directors Key Managerial Personnel and Other Employees.
To determine remuneration based on the Company's size and financial position andtrends and practices on remuneration prevailing in peer companies in the agro chemicalsindustry.
To provide them reward linked directly to their efforts performance dedicationand achievement relating to the Company's operations.
To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.
SCOPE OF THE POLICY
The policy shall be applicable to the following in the Company:
Key Managerial Personnel (KMP)
Other employees of the Company
The Board shall determine the membership of the Committee.
The Committee will comprise at least three members of non- executive directorsa majority of whom shall be independent directors.
One of the independent non-executive directors shall be designated by the Boardto serve as the Committee's Chairman.
The present composition of the Committee is:
|S. No. ||Name ||Designation ||Profile |
|1 ||Mr. Jayaraman Swaminathan ||Chairman ||Mr. Jayaraman Swaminathan aged 66 holds a Master's Degree in Science and a Diploma in Business Management. In addition he had done an advanced General Management course in MIT Sloan School USA. He joined Hoechst India in 1970 and held various positions. He rose to become a Director Member of Board .The responsibilities included manufacturing QA Safety in divisions of Agrochemicals Pharmaceuticals (Pharma & Veterinary) and Vaccines. The demerger and acquisitions took him to Head new areas of responsibility in Commercial Purchase (Imports Exports & Domestic)Supply Chain SAP. The companies were Hoechst Schering Agrevo Ltd. Agrevo Ltd. Aventis Ltd. Bayer Crop Science Ltd. In 2004 he joined Hikal as Business Head VP for their the Agrochemicals division. Here the areas of work involved were active formulations and contract manufacturing from three different factory locations. In 2008 he joined Sequent to work as Business Development Advisor for Domestic and International markets. Here the areas of work involved identifying new domestic and international customers for active formulations and contract manufacturing for both pharma and veterinary products. Both Hikal and Sequent work focussed on developing new long term sustainable and mutually beneficial long term growth oriented business relationships. Such contracts were very well coordinated and supported by creating an efficient manufacturing and supply chain. |
|2 ||Mr. Virjesh Kumar Gupta ||Member ||Mr. Virjesh Kumar Gupta aged 65 years belongs to a business family of Delhi. After a graduate from Sri Ram College of Commerce (Delhi University) he has highly experienced professional with in depth understanding and hands on experience in diverse business field for Over 35 years. He has specialized in general management covering almost all aspects of day to day business activities. He is currently associated with various Educational and Charitable Societies. |
|3 ||Mr. Navin Shah ||Member ||Mr. Navin Shah aged 70 years belongs to a business family of Delhi. He started his business career in plastic industries. Mr. Navin Shah has more than 40 years experience in manufacturing in PVC compound. |
1. Appointment criteria and qualifications
1.1 Letter of appointment shall be issued based on the recommendations of the Committeeon the basis of the guidelines for the same under the Companies Act 2013 or the CompanyInternal policy.
1.2 The Committee shall identify and ascertain the integrity qualification expertiseand experience for appointment to the position of Directors KMPs & Senior Management.
1.3 A potential candidate should possess adequate qualification expertise andexperience for the position he/she is considered for appointment. The Committee shallreview qualifications expertise and experience as well as the ethical and moralqualities possessed by such person commensurate to the requirement for the position.
1.4 The Committee shall determine the suitability of appointment of a person to theBoard of Directors of the Company by ascertaining the fit and proper criteria' ofthe candidate. The candidate shall at the time of appointment as well as at the time ofrenewal of directorship fill in such form as approved by the Committee to enable theCommittee to determine the Fit and Proper Criteria'. The indicative form to befilled out is placed as Annexure 1 to this Policy.
1.5 The Company shall not appoint or continue the employment of any person as wholetime director who has attained the age of seventy years. Provided that the term of theperson holding this position may be extended beyond the age of seventy years with theapproval of shareholders by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extensionof appointment beyond seventy years.
1.6 The Committee shall ensure that there is an appropriate induction & trainingprogramme in place for new directors members of senior management and KMPs;
1.7 The Committee shall making recommendations to the Board concerning any mattersrelating to the continuation in office of any director at any time including thesuspension or termination of service of an executive director as an employee of theCompany subject to the provision of the law and their service contract.
1.8 The Committee shall recommend any necessary changes to the Board.
2. Term / Tenure
2.1 Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its Chairman & ManagingDirector Executive Chairman Managing Director or Executive Director for a term notexceeding three years at a time.
No re-appointment shall be made earlier than one year before the expiry of term of theDirector appointed.
2.2 Independent Director
An Independent Director shall hold office for a term up to five years on the Board ofthe Company and will be eligible for reappointment on passing of a special resolution bythe Company and disclosure of such appointment in the Board's report. No IndependentDirector shall hold office for more than two consecutive terms but such IndependentDirector shall be eligible for re- appointment in the Company as Independent Directorafter the expiry of three years from the date of cessation as such in the Company. TheCommittee shall take into consideration all the applicable provisions of the CompaniesAct 2013 and the relevant rules as existing or as may be amended from time to time.
Due to reasons for any disqualification mentioned in the Companies Act 2013 and rulesmade there under or under any other applicable Act rules and regulations the Committeemay recommend to the Board with reasons recorded in writing removal of a director KMP orsenior management personnel or functional heads subject to the provisions and complianceof the Act rules and regulations.
The director KMP senior management & functional heads shall retire as per theapplicable provisions of the Companies Act 2013 along with the rules made there under andthe prevailing policy of the Company. The Board will have the discretion to retain theDirectors KMPs & Senior Managements even after attaining the retirement age for thebenefit of the Company.
5. Diversity on the Board of the Company
The Company aims to enhance the effectiveness of the Board by diversifying it andobtain the benefit out of it by better and improved decision making. In order to ensurethat the Company's boardroom has appropriate balance of skills experience and diversityof perspectives that are imperative for the execution of its business strategy theCompany shall consider a number of factors including but not limited to skills industryexperience background race and gender.
The Policy shall confirm with the following two principles for achieving diversity onits Board:
Decisions pertaining to recruitment promotion and remuneration of the directorswill be based on their performance and competence; and
For embracing diversity and being inclusive best practices to ensure fairnessand equality shall be adopted and there shall be zero tolerance for unlawfuldiscrimination and harassment of any sort whatsoever.
In order to ensure a balanced composition of executive non-executive and independentdirectors on the Board the Company shall consider candidates from a wide variety ofbackgrounds without discrimination based on the following factors:
> Gender - The Company shall not discriminate on the basis of gender in thematter of appointment of director on the Board. The Company encourages the appointment ofwomen at senior executive levels to achieve a balanced representation on the Board.
> Age - Subject to the applicable provisions of Companies Act 2013 ageshall be no bar for appointment of an individual as director on the Board of the Company.
> Nationality and ethnicity - The Company shall promote having a boardroomcomprising of people from different ethnic backgrounds so that the directors mayefficiently contribute their thorough knowledge sources and understanding for the benefitof Company's business;
> Physical disability - The Company shall not discriminate on the basis ofany immaterial physical disability of a candidate for appointment on Company's Board ifhe/she is able to efficiently discharge the assigned duties.
> Educational qualification - The proposed candidate shall possess desired teambuilding traits that effectively contribute to his/ her position in the Company. TheDirectors of the Company shall have a mix of finance legal and management backgroundthat taken together provide the Company with considerable experience in a range ofactivities including varied industries education government banking and investment.
6.1 In discharging its responsibilities the Committee shall have regard to thefollowing Policy objectives:
> To ensure the Company's remuneration structures are equitable and aligned with thelong-term interests of the Company and its shareholders;
> To attract and retain competent executives;
> To plan short and long-term incentives to retain talent;
> To ensure that any severance benefits are justified.
6.2 The remuneration/ compensation/ commission etc. to the whole-time director KMP andsenior management &other employees will be determined by the Committee and recommendedto the Board for approval.
6.3 The remuneration to be paid to the MD and/or whole-time director shall be inaccordance with the percentage/ slabs/ conditions laid down in the Articles of Associationof the Company and as per the provisions of the Companies Act 2013 and the rules madethere under.
6.4 Increments to the existing remuneration/compensation structure of the SeniorManagement excluding the Board of Directors comprising of members of Management one levelbelow the Executive Director including the Functional Heads will be decided by theChairman & Managing Director.
6.5 Remuneration to Whole-time/ Managing Director KMP senior management;
6.5.1 Fixed pay
The MD and/or whole-time director / KMP and senior management shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee and the shareholders wherever applicable. The breakup of the pay scale andquantum of perquisites including employer's contribution towards provident fund pensionscheme medical expenses club fees and other perquisites shall be decided and approved bythe Board on the recommendation of the Committee.
6.5.2 Minimum Remuneration
If in any financial year the Company has no profits or its profits are inadequate itshall pay remuneration to its MD and/or Whole-time Director in accordance with theprovisions of Schedule V of the Companies Act 2013 and if the Company is not able tocomply with such provisions previous approval of the Central Government shall be requiredto be obtained.
6.6 Remuneration to Non- Executive / Independent Director:
6.6.1 Remuneration : The remuneration / commission shall be fixed as per the slabsand conditions mentioned in the Articles of Association of the Company and with theprovisions of Companies Act 2013 along with the rules made there under.
6.6.2 Sitting Fees: The Non- Executive/ Independent Director may receiveremuneration by way of fees for attending meetings of Board or Committee thereof. Providedthat the amount of such fees shall not exceed the limits prescribed under Companies Act2013.
MINUTES OF COMMITTEE MEETING
Proceedings of all meetings must be recorded as minutes and signed by the Chairman ofthe Committee at the subsequent meeting. Minutes of the Committee meetings will be tabledat the subsequent Board and Committee meeting.
DISCLOSURE OF THIS POLICY
The policy shall be disclosed in the Annual report of the Company as required underCompanies Act 2013 Rules made there under and the Listing Agreement as amended fromtime to time and as may be required under any other law for the time being in force.
The Committee as and when required shall assess the adequacy of this Policy and makeany necessary or desirable amendments to ensure it remains consistent with the Board'sobjectives current law and best practice.
Annexure-1- Criteria for determination of the Fit and Proper Criteria'. Name ofCompany: Insecticides (India) Limited Declaration and Undertaking
I. Personal details of the Candidate/ Director
|a. Full name || |
|b. Date of Birth || |
|c. Educational Qualifications || |
|d. Relevant Background and Experience || |
|e. Permanent Address || |
|f. Present Address || |
|g. E-mail Address/ Telephone Number || |
|h. Permanent Account Number under the Income Tax Act || |
|i. Relevant knowledge and experience || |
|j. Any other information relevant to Directorship of the Company. || |
|II. Relevant Relationships of Candidate/ Director || |
|a. List of Relatives if any who are connected with the Company (w.r.t. the Companies Act 2013) || |
|b. List of entities if any in which he/she is considered as being interested [ w.r.t. Section 184 of the Companies Act 2013] || |
|c. Names of other Companies in which he/ she is or has been a member of the board during the last 3 years (giving details of period during which such office was held) || |
|III. Records of professional achievements || |
|a. Relevant Professional achievements || |
|IV. Proceedings if any against the Candidate/ Director || |
|a. If the person is a member of a professional association/ body details of disciplinary action if any pending or commenced or resulting in conviction in the past against him/her or whether he/she has been banned from entry of at any profession/ occupation at any time. || |
|b. Whether the person attracts any of the disqualifications envisaged under Section 164 of the Companies Act 2013? || |
|c. Whether the person in case of appointment as Executive Chairman Managing Director Whole-time Director attracts any of the disqualification envisaged under Schedule V of Companies Act 2013 ? || |
|d. Whether the person at any time come to the adverse notice of a regulator such as SEBI IRDA MCA ? || |
V. Any other explanation/ information in regard to items I to III and other informationconsidered relevant for judging fit and proper.
1. I confirm that the above information is to the best of my knowledge and belief trueand complete. I undertake to keep the Company fully informed as soon as possible of allevents which take place subsequent to my appointment which are relevant to the informationprovided above.
2. I also undertake to execute the deed of covenant required to be executed by alldirectors of the Company.
VI. Remarks of Nomination Committee
Annexure - 5
INFORMATION AS REQUIRED UNDER SECTION 134(3) (M) OF THE COMPANIES ACT 2013 READ WITHRULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014 FORMING PART OF DIRECTORS' REPORT FOR THEFINANCIAL YEAR ENDED 31st MARCH 2017
1. Conservation of energy
The steps taken or impact on conservation of energy;
During the period under review the Company has installed the instruments viz. VFD andAPFC for conservation of energy. The Company has also reduced the fixed load ofelectricity for the Dahej Plant.
The steps taken by the company for utilizing alternate sources of energy;
During the year under review the Company carried out initial surveys and looked intovarious alternate sources of energy. The Company needs more time and will make moreefforts for finding suitable alternate sources of energy for the betterment of theCompany.
The capital investment on energy conservation equipments;
During the year under review the Company has set up an above instrument at Dahejplant where the Company has taken step for conservation energy.
2. Technology absorption
the efforts made towards technology absorption;
Technology is ever changing and employees of the Company are made aware with the latesttechniques and technologies through various workshops and discussions for optimumutilization of the available resources.
the benefits derived like product improvement cost reduction productdevelopment or import substitution;
Product improvement and cost reduction is always the Company's priority while we choosenew equipment. During the year the Company has developed the process for ThiamethoxamTechnical.
in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year):
Your Company has not imported any technology during last three years. However theCompany has spent on the research and development of various products as mentioned below:
The expenditure incurred on Research and Development:
| || |
(Rs. In Lacs)
|Particulars ||Amount |
|Capital ||42.38 |
|Recurring ||111.53 |
|Total ||153.91 |
3. Foreign exchange earnings and Outgo
Activities relating to exports; initiatives were taken to improve the exports;development of new export market for products and export plans:
The Foreign Exchange earned in terms of actual inflows during the year and theForeign Exchange outgo during the year in terms of actual outflows-
| || |
(Rs. In Lacs)
|Particulars ||Amount |
|Foreign exchange earned ||707.24 |
|Foreign exchange used ||27490.59 |