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Kilpest India Ltd.

BSE: 532067 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE994E01018
BSE 00:00 | 30 Jul 646.80 -65.10
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NSE 05:30 | 01 Jan Kilpest India Ltd
OPEN 671.00
PREVIOUS CLOSE 711.90
VOLUME 157339
52-Week high 767.85
52-Week low 268.55
P/E 213.47
Mkt Cap.(Rs cr) 486
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 671.00
CLOSE 711.90
VOLUME 157339
52-Week high 767.85
52-Week low 268.55
P/E 213.47
Mkt Cap.(Rs cr) 486
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kilpest India Ltd. (KILPESTINDIA) - Director Report

Company director report

Dear Members

The Directors hereby present their Forty Eighth (48th) Annual Report onthe business and operations of the Company together with the Consolidated and StandaloneAudited Financial Statements for the Year ended on 31st March 2020

FINANCIAL RESULTS:

The Company's financial performance for the year ended 31 st March2020 is summarized below:

(Rs. in Lakhs)

Sr. No. Particulars Year 2019-20 Year 2018-19
I Sales Turnover 1351.17* 1208.74*
II Profit before Depreciation 82.94 73.09
Less: Depreciation 21.55 28.94
III Profit before Tax (PBT) 61.39 44.15
Less: Provision for Tax 0.00 1.18
IV Net Profit after Tax 61.39 42.97

OVERVIEW OF COMPANY'S PERFORMANCE FOR THE YEAR 2019-2020:

The Company's Sales for the FY 2019-20 stood at Rs 1351.17 lac slightlyhigher by 11.78% as compared to FY 2018-19 which was Rs 1208.74 lac. The Net Profit standsat Rs 61.39 lac which is substantially higher by 42.87% as compared to last year which wasRs 42.97 lac.

Agrochemical Industry continues to face challenges from erraticmonsoon lower farm gate prices for some crops debt laden farmers. This year to add tothe problems the raw material prices started to increase since beginning of FY 2019-2020along with shortage of products specially synthetic pyrethroids and all these made theyear tough. Still company could close the year well due to prudent controls; by productdiversification continued focus of exports and public health business and cost cuttingmeasures.

The accelerated outbreak of Coronaviras (Covid-19) across the globe andin India has substantially disrupted the economic activities with high uncertainty. On11th March 2020 the Covid-19 outbreak was declared a global pandemic by the World HealthOrganization (WHO). Consequent to this Government of India declared lockdown on 24thMarch 2020 which was further extended from time to time. In line with Governmentdirective the Company had slowed down its manufacturing operations since 23rd March 2020impacting working of the Company. Operations of the company has gradually started resumingduring April and May 2020 at fuller capacity.

PERFORMANCE OF SUBSIDIARY:

On April 0220203B Black Bio Biotech India Limited a subsidiary ofKilpest India Limited developed Real-Time PCR Detection Kit for SARS CoV-2 (COVID-19). Thekit has been given ICMR approval for use on patient samples. TRUPCR SARS CoV-2 Real-TimePCR test is a molecular detection test which screens and detects COVID-19 specific genesand is a confirmatory test.

It works on any of the available Real-Time PCR instrument availablewith the labs and hence it does not require any new expense on new or closed systems. Thetest comes with robust internal control in all testing tubes making it one of the mostreliable tests currently available in the market.

The company along with its US associate Genophyll LLC undertook thehuge task of getting its TRUPCR SARS CoV-2 RT qPCR Kit approved by US FDA US FDA(EUA)was granted on June 192020.

With this 3B BlackBio Biotech India Ltd. became first ever Indianmolecular diagnostics company to receive US FDA-(EUA). Especially at times when more andmore reliable testing is the need of the hour for India as well as other countriesTRUPCR will be a reliable options for labs across the globe to perform the moleculartesting for Covid-19 suspected individuals. TRUPCRSARS CoV-2 V.2 RT qPCR Kits with itsunique design of screening and confirmatory assays which detects three genes from theSARS-CoV-2 virus with Endogenous Control gene (RNase P) Internal control for each sampleto minimize false negative results. With Grant of US FDA- (EUA) we would be able toexpand our customer base globally and we would emerge as one of the most reliable RT qPCRkits suppliers from India. Ensuring success to "MAKE IN INDIA" vision of Hon'blePrime Minister.

On May 112018 Bhopal - Hon'ble President of India Shri Ram NathKovind gave national award to for commercializing indigenous technologies 3B BlackBioBiotech India Limited Bhopal (M.P.) had been declared as the winner of National Award2018 under MSME category for the successful commercialization of a technology basedproduct- "TRUPCR BCR ABL1 Quantitative Kit" for detection of BCR-ABL1 fusiongene in patients suffering with chronic myeloid leukemia (CML) & monitor response todrug therapy on WHO international standards.

3B BlackBio Biotech India Limited was established in 2010 with thevision of indigenously developing "Molecular Diagnostic tests" which is in-linewith Hon'ble Prime Minister's "Make in India" theme and kits are developed andvalidated to International standards & Reference material. Being an importsubstitution product it helps country save precious foreign exchange and builds confidencein the medical fraternity for Indian products. 3B BlackBio Biotech India Limited isalready the first company to have launched India's first home made test for last viruspandemic of HINI commonly known as Swine Flu. In fact till now 3B BlackBio Biotech isthe only company to have developed the swine flu test based on National (NCDC) &International guidelines validated by NIV Pune and is CDSCO certified. With the launch ofCOVID-193B BlackBio Biotech once again shows its potential as a "Make in India"company to handle such pandemics without being dependent on foreign test. It shows itscommitment to India's population and the Indian economy by developing world-classmolecular test in India itself.

The subsidiary has made great achievements in terms of sales &profits and however the molecular diagnostic business shall continue to grow well for fewyears from now; with new product addition (with continuous R & D efforts) newcustomer addition and venturing into export markets.

Your Company's products command a very good brand image in the marketand the company is regarded by big labs as a reliable solution provider at par to theforeign multinational.

The Subsidiary has made a wide range of diagnostic kits ranging frominfectious diseases to * oncology which are being accepted by big names customers indiagnostic market. The Subsidiary company has become a market leader in India. Subsidiary(Molecular Diagnostic Business) sales grew by 38.97% from 1118.93 lacs to 1536.29 lacs andEBITDAgrew from Rs 676.81 lac to Rs 975.37 lacs; PAT grew from Rs 481.19 lac to Rs 707.34lacs

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public during theyear under review. No amount on account of principal or interest on deposits from thepublic was outstanding as on March 312020.

DIVIDEND:

The Board of the Company had approved an interim dividend of 7% (Sevenpercentage) (0.70 Paise) {Seventy Paise only} for the FY 2019-2020 per fully paid upequity shares of Rs. 10/- (Rupees Ten) (each) in their Board Meeting held on 12th March2020 .Therefore this interim dividend declared is considered as the final dividend forthe FY 2019-2020.

Emergence of Covid-19

Towards the end of the financial year the World Health Organisation(WHO) declared Covid-19 a pandemic and the outbreak which infected millions has resultedin deaths of a significant number of people globally. Covid-19 is seen having anunprecedented impact on people and economies worldwide. The Company is taking allnecessary measures in terms of mitigating the impact of the challenges being faced in thebusiness. The Company is working towards being resilient in order to sail through thecurrent situation. 11 is focused on controlling the fixed costs maintaining liquidity andclosely monitoring the supply chain to ensure that the manufacturing facilities operatesmoothly.

The Ministry of Home Affairs Government of India on March 242020notified the first ever nationwide lockdown in India to contain the outbreak of Covid-19pandemic. The operations were disrupted at certain manufacturing facilities and depots ofthe Company.

In order to support the Central and State Governments and the communityat large the Company has supplied hand sanitizers face masks etc. In addition to thisvoluntary contributions by the Company as well as its employees were also made. TheCompany operates its business in conformity with the highest ethical and moral standardsand employee centricity. In view of the outbreak of the pandemic the Company undertooktimely and essential measures to ensure the safety and well-being of its employees at allits plant locations. The office based employees were allowed to work from home byproviding adequate digital and other assistance. The Company observed all the governmentadvisories and guidelines thoroughly and in good faith.

TRANSFER TO RESERVES:

The balance of Profit and Loss Account after adjusting income taxproposed dividend and tax on proposed dividend is proposed to be transferred to Reservesand Surplus in Balance Sheet.

Consideration amount received against issue of Preferential Allotmentof Convertible Warrants is also transferred to Reserves and Surplus as shown in Schedule"B" of Balance Sheet.

EXPANSION:

During the year no major expansion undertaken by the Company. Normalcapital expenditure is being done continuously for technical and operational up gradationsof production facilities of the Company.

CREDIT RATING:

The Company requested "Care Ratings Ltd" to withdraw itsexternal rating assigned to the bank facilities of the company which saves cost to thecompany. A letter to this effect has been received by the company on 14th March 2019issued by CARE Ratings Ltd. Company continues to utilize the bank credit facilities as avalued customer and the withdrawal was suo-moto initiated due to non requirement by bankas stated above and cost saving reasons.

CHANGES IN THE NATURE OF BUSINESS IF ANY:

There was no change in the nature of business of the Company during thefinancial year ended 31 st March 2020. Further there have been no material changes andcommitments if any affecting financial position of the Company from financial year endand till the date of this report.

CURRENT LISTING:

Presently the Equity Shares of the company are listed on the BombayStock Exchange Ltd Mumbai.

SHARE CAPITAL:

Pursuant to the special resolution passed at the Extra - OrdinaryGeneral Meeting of the Company held on Monday December 182017 your company had allotted1100000 numbers of warrants convertible into Equity Shares on Preferential Basis onDecember 262017 to non promoter on preferential basis at an issue price of Rs 85 perwarrant (Inclusive of Rs 75 towards share premium).

On 17-06-2019 these warrants were exercised and converted into EquityShares. Upon allotment of these equity shares the paid up equity capital of the Companyhas increased from Rs 6 40 81000 comprising of 6408100 equity shares of the facevalue of RslO/- each to Rs 75081000/- comprising 7508100 equity shares of the facevalue of RslO/- each. The equity shares of the Company are listed at "Bombay StockExchange (BSE)"

During the year under review the Company has not issued any shares.The Company has not issued shares with differential voting rights. It has neither issuedemployee stock options nor sweat equity shares and does not have any scheme to fund itsemployees to purchase the shares of the Company.

Therefore the paid up Equity Share Capital stands at Rs 750 81000on 31 st March 2020.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Companies Act 2013 Mr.Dhirendra Dubey Director retiring by rotation and being eligible offered himself forre-appointment at the ensuing Annual General Meeting.

The term of office of Mrs. Mithla Dubey expired on 26th March 2020. TheBoard of Directors upon the recommendation of the Nomination and Remuneration Committeein its meeting held on 26th June 2020 and subject to the approval of members of theCompany has approved the appointment of Mrs. Mithla Dubey as Non-Executive Director of theCompany for a period of five years with effect from 27th March 2020.

Mrs. Mithla Dubey is 74 years old and is healthy and fit to continueShe is generally associated with the Company as Director promoter and is actively involvedin the social areas of the society. Therefore Board considers that her continuedassociation would be of immense benefit to the Company.

Necessary information on the Director (s) seeking appointment/reappointment has been given in the Notice of the ensuing Annual General Meeting.

Independent Directors has given declaration that he meets the criteriaof independence as prescribed under the provisions of the Companies Act 2013 read withschedules and rales issued as well as SEBI Listing Regulations. In the opinion of theBoard they fulfill the conditions of independence as specified i n the Act and the Rulesmade thereunder and are independent of the management. There has been no change in thecircumstances affecting their status as Independent Directors of the Company.

The Board is of the opinion that the Independent Directors of theCompany possess requisite qualifications experience and expertise in the fields ofscience and technology digitalisation human resources strategy auditing tax and riskadvisory services financial services corporate governance etc. and that they holdhighest standards of integrity.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis forms an integral part of thisreport and gives details of the overall industry structure economic developmentsperformance and state of affairs of your company risk management systems and othermaterial developments during the Financial Year 2019-2020.

Management Discussion and Analysis Report for the year 2019-2020 asstipulated under SEBI Listing Regulations is presented in a separate section forming partof Annual Report.

CORPORATE GOVERNANCE:

Your Company continues to be committed to good Corporate Governancealigned with good practices. A separate report on Corporate Governance along withAuditors' Certificate on compliance with the Corporate Governance forms an integral partof this Annual Report.

INTERNAL FINANCIAL CONTROLS:

The Directors have laid down internal financial controls to be followedby the Company for ensuring the orderly and efficient conduct of its business includingadherence to Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and the completeness of the accountingrecords and the timely preparation of reliable financial information. During the yearsuch controls were tested and no reportable material weakness in the designor operationwere observed.

RISK MANAGEMENT:

Your Directors continually evaluate the risks faced by the Companywhich could affect its business operations or threaten its existence. The Company takesappropriate risk containment measures and manages the same on an ongoing basis. TheCompany has adopted a Risk Management Policy pursuant to Section 134 of the Act.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has a Vigil Mechanism/Whistle Blower Policy under which theemployees are free to report violations of applicable laws and regulations and the code ofconduct. The Policy on vigil mechanism and whistle blower policy may be accessed onCompany's website www.kilpest.com.The details pertaining to Whistle Blower Policy areincluded in the Corporate Governance Report which forms part of this report.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIESASSOCIATES AND JOINT VENTURE COMPANIES:

The Consolidated Financial Statements of the Company and itssubsidiaries prepared in accordance with Indian Accounting Standards notified under theCompanies (Indian Accounting Standards) Rules 2015 ('Ind AS') form part of the AnnualReport and are reflected in the Consolidated Financial Statements of the Company.

The Annual Financial Statements of the subsidiaries and relateddetailed information will be kept at the Registered Office of the Company as also at theregistered offices of the respective Subsidiary Companies and will be available toinvestors seeking information at any time. They are also available on the website of theCompany.

The consolidated financial results reflect the operations of itssubsidiary: M/s 3B BLACKBIO BIOTECH INDIA LIMITED prepared form part of the AnnualReport.

The Company has adopted a Policy for determining Material Subsidiariesin terms of Regulation 16( 1 )of the Listing Regulations. The Policy as approved by theBoard is uploaded on the Company's website i. e. www.kilpest.com.

During the year under review no Company has become or ceased to be asubsidiary of the Company. The Company does not have any associate or joint venturecompanies. The statement pursuant to the provisions to Section 129(3) of the Companies Act2013 containing salient features of the financial statement of the Company's Subsidiaryin Form AOCl is given in Annexure - III.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITSCOMMITTEES AND OF DIRECTORS:

In terms of applicable provisions of the Companies Act 2013 read withRules framed there under and provisions of Listing Regulations and on the recommendationof Nomination and Remuneration Committee the Board of Directors has put in place aprocess to formally evaluate the effectiveness of the Board its Committees along withperformance evaluation of each Director carried out on an annual basis. Accordingly theannual performance of the Board its committees and each Director was carried out for theFinancial Year 2019- 2020.

Criteria for evaluation of individual Directors include aspects such asprofessional qualifications prior experience especially experience relevant to theCompany knowledge and competency fulfilment of functions ability to function as a teaminitiative availability and attendance commitment contribution integrity independenceand guidance/ support to management outside Board/ Committee Meetings. In addition theChairman is also evaluated on key aspects of his role including effectiveness ofleadership and ability to steer meetings impartiality ability to keep shareholders'interests in mind and effectiveness as Chairman.

Criteria for evaluation of the Committees of the Board include mandateand composition; effectiveness of the Committee; structure of the Committee; regularityand frequency of meetings agenda discussion and dissent recording of minutes anddissemination of information; independence of the Committee from the Board; contributionto decisions of the Board; effectiveness of meetings and quality of relationship of theCommittee with the Board and management.

In terms of the Section 203 of the Companies Act 2013 the followingare the Key Managerial Personnel of the Company as on the date of this report.

1. Mr. Ram Kuber Dubey; Chairman & Managing Director

2. Mr. Dhirendra Dubey; Whole Time Director

3. Mr. Nikhil Kuber Dubey; CFO & Whole Time Director

4. Mrs. Navneet Kaur- Company Secretary EMPLOYEE STOCK OPTION SCHEME:

At present the Company is not having any Employee Stock Option Scheme.

STATUTORY AUDITORS:

Pursuant to provisions of Section 139 of the Companies Act 2013 readwith the Companies (Audit and Auditors) Rules 2014 In the 45th Annual General Meetingheld on 25th September 2017 M/s Baheti & Co Chartered Accountants (Firm RegistrationNo. 006287C) were appointed as Statutory Auditors of the Company to hold office until theconclusion of 50th Annual General Meeting at such remuneration and out of pocket expensesas shall be fixed by the Board of Directors of the Company. The Ministry of CorporateAffairs has vide notification dated 7th May 2018 obliterated the requirement of seekingMember's ratification at every AGM on appointment of Statutory Auditors.

The Audit Report of M/s Baheti & Co on the Financial Statements ofthe Company for the Financial Year 2019-2020 is a part of the Annual Report. The Reportdoes not contain any qualification reservation adverse remark or disclaimer.

AUDITORS' REPORT:

The Report given by the Auditors on the financial statements of theCompany is part of the Annual Report. The Auditor's Report for the financial year ended 31st March 2020 does not contain any qualification reservation or adverse remark.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors of the Company had appointed M/s P.K. Rai & Associates PracticingCompany Secretary to undertake the Secretarial Audit of the Company for the year ended31st March 2020. The Secretarial Audit Report for the Financial Year ended 31 st March2020 is annexed as Annexure IV and does not contain any qualification reservationadverse remark or disclaimer

INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act 2013and the Companies (Accounts) Rules 2014 the Board of Directors of the Company hasappointed Mr. Rahul Jain Chartered Accountant to conduct internal audit for the Companyfor FY 2019-20

REPORTING OF FRAUDS BY AUDITORS:

During the year under review the Statutory Auditors and SecretarialAuditors have not reported any instances of frauds committed in the Company by itsOfficers or Employees to the Audit Committee under Section 143(12) of the Companies Act2013 details of which needs to be mentioned in this Report.

INDIAN ACCOUNTING STANDARDS (IND AS)

The financial results for the year ended 31st March 2020 have beenprepared in accordance with IND AS prescribed under Section 133 of the Companies Act2013and other GAAP in India.

SECRETARIAL STANDARDS OF ICSI

The Directors have devised proper systems and processes for complyingwith the requirements of applicable Secretarial Standards issued by the Institute ofCompany Secretaries of India and that such systems were adequate and operatingeffectively.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

a) Transfer of unclaimed dividend

Members are hereby informed that under the Act the Company is requiredto transfer the dividend which remains unpaid or unclaimed for a period of sevenconsecutive years or more to the credit of the Investor Education and Protection Fund('the IEPF'). Accordingly Members whose dividend remains unpaid or unclaimed for thefinancial year ended 31 st March 2017 and for any subsequent financial year(s) arerequested to make their claims to the Company or RTA without any delay to avoid transferof their dividend/shares to the Fund/IEPF Demat Account.

b) Transfer of shares to IEPF

In terms of Section 124(6) of the Companies Act 2013 shares on whichdividend remains unpaid or unclaimed for a period of seven consecutive years or more shallbe credited to the Demat Account of Investor Education and Protection Fund Authority(IEPFA). Upon transfer of such shares all benefits if any accruing on such shares shallalso be credited to such Demat Account and the voting rights on such shares shall remainfrozen till the rightful owner claims the shares. The details of unpaid dividend(s) alongwith its due dates for transfer to IEPF Is provided under the Corporate Governance reportannexed with the Annual Report.

Accordingly the Company has transferred Equity Shares to the demataccount of the IEPF Authority during FY 2019-20 for the unclaimed and unpaid dividend ofthe FY 2010-11.

c) Claim from IEPF Authority

Members/Claimants whose dividend remained unclaimed/unpaid has beentransferred to the IEPF Fund he may apply for refund by making an application to the IEPFAuthority in e-Form IEPF- 5 (available on www.iepf.gov.in) along with requisite fee asdecided by the IEPF Authority from time to time. The Member/Claimants can file only oneconsolidated claim in a financial year as per the IEPF Rules. No claim shall lie againstthe Company in respect of the dividend so transferred.

d) Details of unclaimed dividend on the website

Pursuant to provisions of Investor Education and Protection Fund(Uploading of Information regarding unpaid and unclaimed amounts lying with Companies)Rules 2012 the Company has uploaded details ofunpaidand unclaimed amounts lying as on25.09.2019 (date of last Annual General Meeting) on website of the Company as also withMinistry of Corporate Affairs

HUMAN RESOURCE MANAGEMENT:

Our Employees are most valuable assets of the Company. We encourageinnovation meritocracy and the pursuit of excellence. We have setup a scalablerecruitment and human resources management process which enables us to attract and retainemployees. Cordial employee relations were maintained throughout the year in the Company.The directors express their appreciation for the contribution made by employees tooperations of the Company during the year.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIALPERSONNEL AND PARTICULAR OF EMPLOYEES:

Number of Employees as on March 312020 was 47.

The remuneration paid to the Directors is in accordance with theNomination and Remuneration Policy formulated in accordance with Section 178 of theCompanies Act 2013 and Regulation 19 of the Listing Regulations (Including any statutorymodification(s) or re-enactments) for the time being in force).

The information required pursuant to Section 197 read with rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of the Directors/employees of the Company is set out in Annexure-VI to thisreport.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are includedin the Corporate Governance Report which forms part of this report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises directors namelyMr. Shabbar Husain Mr. Dhirendra Dubey and Mr. Abdul Moin Khan.

The Company's Policy relating to appointment of Directors payment ofManagerial Remuneration Directors' qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 is furnished as Annexure II and forms part of this Report.

MEETINGS OF THE BOARD

Ten meetings of the Board of Directors were held during the year. Forfurther details please refer to report on Corporate Governance of this Annual Report.

Details of the composition of the Board and its Committees and of theMeetings held and attendance of the Directors at such Meetings are provided in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Act and the Listing Regulations.

Further a separate meeting of the Independent Directors of the Companywas also held on 11th February 2020.

TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo as stipulated under Section 134 of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 is set out herewith asAnnexure V to this Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return as on 31st March 2020 in form MGT-9 in accordance with Section 92(3) of the Companies Act 2013read with Companies (Management and Administration) Rules 2014 are set out herewith asAnnexure I to this Report.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

During the year under review the Company has not made any investment.Further the Company has not given any loans or corporate guarantee or provided anysecurity during the year.

Details of Loans Guarantees and Investments covered under theProvisions of Section 186 of the Companies Act 2013 are given in the accompanyingFinancial Statements.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/brochuresreports and internal policies to enable them to familiarize with the Company's proceduresand practices. The details of such familiarization programmes for Independent Directorsare posted on the website of the Company and can be accessed athttp://www.kilpest.com/investors.html.

INSURANCE:

The assets of Company are adequately insured against loss of fireriot earthquake flood etc. and other risks which are considered necessary by theManagement.

MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY OCCURRING AFTER BALANCE SHEET.

No material changes and commitments affecting the financial position ofthe company occurred between the ends of this financial year to which these financialstatements relate on the date of this report.

GENERAL:

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:

1. Details relating to CSR Committee.

2. No significant or material orders were passed by the Regulators orCourts of Tribunals which impact the going concern status and Company's operations infuture.

3. No company/companies have become/ceased to be subsidiaries JVs orAssociate companies during the year.

4. Details relating to issue of Equity Shares with Differential RightsSweat Equity ESOS etc.

5. Details relating to disclosure in respect of voting rights notexercised directly by the employees in respect of shares to which the scheme relates.

6. Particulars of contracts or arrangements with related partiesreferred to in subsection (1) of section 188

7. Details regarding cost audit

No Default

The company has not defaulted in payment of interest and/or repaymentof loans to any of the financial institutions and/or banks during the year under review.

Your Directors further state that during the year under review therewas no cases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

DIRECTORS' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the InternalStatutory and Secretarial Auditors and the reviews performed by Management and therelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Company's internal financial controls were adequate and effective during FY2019-20.

The Statement of the Directors' Responsibility on Annual Accounts ofthe Company referred to in clause (c) of sub-section (3) of Section 134 of the CompaniesAct 2013 shall state that-

1. That in preparation of annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

2. That directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of profits and loss of the Company for that period;

3. That the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding assets of the Company and for preventing and detecting fraud and otherirregularities;

4. That the directors had prepared Annual Accounts on a going concernbasis; and

5. The directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and

6. The directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

PROVISION OF VOTING BYELECTRONIC MEANS THROUGH REMOTE EVOTING ANDEVOTING AT THE AGM:

Your Company is providing E-voting facility as required under section108 of the Companies Act 2013 read with Rule 20 of the Companies (Management andAdministration) Amendment Rules 2015. The ensuing AGM will be conducted through VideoConferencing/ OVAM and no physical meeting will be held and your company has makenecessary arrangements with CDSL to provide facility for remote e-voting and e-voting atAGM. The details regarding e-voting facility is being given with the notice of theMeeting.

ACKNOWLEDGEMENT:

The Directors hereby acknowledge the dedicated and loyal servicesrendered by the employees of the Company during the year. They would also like to place onrecord their appreciation for the continued co-operation and support received by theCompany during the year from bankers financial institutions Government authoritiesbusiness partners shareholders and other stakeholders without whom the overallsatisfactory performance would not have been possiblc.