<dhhead>DIRECTORS’ REPORT</dhhead>
To
The Members,
AIMCO PESTICIDES LIMITED
The Board of Directors are pleased to present Company’s 36th
(Thirty Sixth) Annual Report and the Audited Financial Statements along with the Report of
the Auditors for the Financial Year ended March 31, 2023.
1. Financial Performance:
The summarized financial highlights of the Company are depicted below:
(` in lakh)
| Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from operations |
20,617.74 |
31,183.55 |
20,619.29 |
31,199.31 |
| Other income |
111.34 |
83.92 |
111.64 |
83.92 |
| Total income |
20,729.08 |
31,267.47 |
20,730.93 |
31,283.23 |
| Profit/(Loss) before Finance cost, Depreciation and |
330.09 |
1,861.24 |
321.83 |
1,873.44 |
| amortization expenses, and Tax expense |
|
|
|
|
| Finance cost |
240.52 |
147.42 |
240.52 |
147.42 |
| Depreciation and amortization expenses |
352.05 |
273.70 |
361.06 |
274.12 |
| Profit/(Loss) before Tax expense |
(262.48) |
1,440.12 |
(279.75) |
1,451.90 |
| Tax Expenses |
61.22 |
(385.94) |
61.22 |
(385.94) |
| Profit/(Loss) after Tax expense |
(201.26) |
1,054.18 |
(218.53) |
1,065.96 |
| Other Comprehensive Income/(Loss) |
(14.19) |
(3.11) |
(10.42) |
(1.61) |
| Total Comprehensive Income/(Loss) |
(215.45) |
1,051.07 |
228.95) ( |
1,064.35 |
Notes:
The above financial results have been prepared in accordance with
Indian Accounting Standards ("Ind-AS") as specified under Section 133 of
Companies Act, 2013 ("the Act") read with the Companies (Indian Accounting
Standards) Rules, 2015
2. Financial Performance Review:
Standalone:
The key highlights of the Company’s performance (Standalone) for
the year ended March 31, 2023 are as under:
• Net Revenue from operations recorded at Rs 20,617.74 lakh as
against revenue of Rs 31,183.55 lakh in the previous Financial Year, showing a decrease of
33.88%.
• Profit/(Loss) before Finance cost, Depreciation and amortization
expenses, and Tax expense recorded at Rs 330.09 lakh as against last year’s figure of
Rs 1,861.24 lakh, showing a decrease of 82.27%.
• Net Loss after tax is recorded at Rs 201.26 lakh against
corresponding previous year’s net profit of Rs 1,054.18 lakh, showing a decrease of
119.09%.
Consolidated:
The key highlights of the Company’s performance (Consolidated) for
the year ended March 31, 2023 are as under:
• Net Revenue from operations recorded at Rs 20,619.29 lakh as
against revenue of Rs 31,199.31 lakh in the previous Financial Year, showing a decrease of
33.91%.
• Profit/(Loss) before Finance cost, Depreciation and amortization
expenses, and Tax expense recorded at
Rs 321.83 lakh as against last year’s figure of Rs 1,873.44 lakh,
showing a decrease of 82.82%.
• Net Loss after tax is recorded at Rs 218.53 lakh against
corresponding previous year’s net profit of Rs 1,065.96 lakh, showing a decrease of
120.50%.
Your Company has continued with its mission to remodel its business
with long term goal based on its intrinsic strength, brand, and quality of service,
customer relationships and streamlining production and other operations.
3. Brief description of the Company’s working during the
year/state of Company’s affair:
The Company operates in the field of manufacturing of Agrochemicals and
is a major manufacturer of insecticides, fungicides and herbicides in India and does
export across the world. The Company is the leader in production of Chlorpyrifos,
Triclopyr, Bifenthrin and its formulations. With healthy future products pipeline of new
innovative synthetic as well as biological products. During the Financial Year under
review, there was no change in the nature of business activity.
4. Future Outlook:
Your Company will continue to add new molecules to its portfolio to
further consolidate its position in the industry in future. To consolidate its market
position your Company shall continue to upgrade its manufacturing technology and
facilities as well as add new molecules to its product portfolio. Your Company has highly
qualified and dedicated team of professionals in various work profile to focus on quality
improvement in existing products, marketing the products to prevailing customers and
exploring new domestic and overseas customers for the Company. Your Company enjoys
excellent brand value from its local and overseas customers.
5. Transfer To Reserve:
Owing to the net loss incurred in the Financial Year 2022-23, the
Company has not transferred any amount to the reserves during the financial year 2022-23.
6. Dividend:
The Board of Directors of the Company at its meeting held on May 29,
2023 have recommended dividend of Rs 1 per equity share (i.e. 10%) on 95,82,513 fully paid
up equity shares of Rs 10 each for the Financial Year ended March 31, 2023, accumulated
balance of retained earnings representing the accumulated surplus in the profit and loss
account. Dividend will be payable, subject to approval of members at the ensuing Annual
General Meeting and after deduction of tax at source, to those shareholders whose names
appear in the Register of Members as on the Book Closure Date.
7. Directors & Key Managerial Personnel:
Key Managerial Personnel:
During the year under review, the Company has the following persons as
Key Managerial Personnel (‘KMP’).
| Name of the Director |
DIN/Membership No. |
Category/Designation |
| Mr. Pradip Dave |
00184598 |
Whole-Time Director |
| Mrs. Elizabeth Shrivastava |
00184865 |
Managing Director |
| Mr. Samir Dave |
00184680 |
Whole-Time Director |
| Mr. Ashit Dave |
00184760 |
Whole-Time Director and Chief Financial Officer |
| Ms. Anuradha Matkar |
CVBPM2954H |
Company Secretary and Compliance Officer |
Change in Directors: a) Retirement by rotation and subsequent
re-appointment:
In accordance with the provisions of the Act read with Articles of
Association of the Company, Mr. Pradip P. Dave (DIN: 00184598), Whole Time Executive
Director of the Company, is due for retirement by rotation at the ensuing 36th Annual
General Meeting (AGM), and he being eligible, offers himself for re-appointment pursuant
to provisions of Section 152 of the Act.
Change in Company Secretary and Compliance Officer:
Pursuant to the closure of the Financial Year, Ms. Anuradha Matkar,
erstwhile Company Secretary and Compliance Office of the Company resigned w.e.f. closing
of working hours of June 01, 2023. The Board at its meeting held on August 12, 2023
appointed Ms. Reema Manoj Vara (ACS No. 71824) as Company Secretary and Compliance Officer
of the Company w.e.f. July 18, 2023.
Independent Directors:
During the year under review, the following are the Independent
Directors of the Company, in terms of Section 149 of the Act:
| Name of the Director |
DIN |
Category/Designation |
| Mr. Dushyant Patel |
00009714 |
Chairman & Non-Executive Independent
Director |
| Mr. Ramgopal Kaja |
00140047 |
Non-Executive Independent Director |
| Mr. Mayoor Amin |
00179889 |
Non-Executive Independent Director |
| Mr. Suresh Bhatt |
00512976 |
Non-Executive Independent Director |
In the opinion of the Board, all the Independent Directors are persons
of integrity and possess relevant expertise and experience to effectively discharge their
duties as Independent Directors of the Company.
Declaration from Independent Directors:
Pursuant to the provisions of Section 149 of the Act, the Independent
Directors have submitted declarations that each of them meet the criteria of independence
as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation
16(1) (b) of the SEBI Listing Regulations. There has been no change in circumstances
affecting their status as Independent Directors of the Company.
Criteria for appointment/re-appointments of Directors/KMPs:
The Company believes that the Board be continuously empowered with the
latest knowledge and development in the Company’s business and the external forces
affecting the industry in which Company operates. The Company, on
periodicalbasisextensivelytakeseffortstokeepthedirectors of the Company updated with the
amendments in various laws applicable to the Company and its effects, the business
environment in which the Company operates, overall Industrial developments and dynamics of
agrochemical industry. The details of process for familiarization to Independent Directors
with the Company, their roles, rights, responsibilities in the Company, nature of the
industry in which the Company operates, business model of the Company and related matters
are put upon the website of the Company at the link: www.aimcopesticides.com.
Further, brief resume of the directors proposed to be
appointed/re-appointed, relevant information, nature of their expertise in specific
functional areas, names of the companies in which they hold directorships and the
memberships/chairmanships of Committees or the Board and their shareholding in the
Company, as stipulated under SEBI Listing Regulations, have been furnished separately in
the Notice convening the 36th AGM read with the Annexure thereto forming part of this
Report.
Disclosures Related to Board Performance Evaluation:
The criteria for performance evaluation of the Board as well as
committees are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 05, 2017. The above referred criteria
specify certain parameters viz. composition, structure, effectiveness of board processes
and committee meetings, contribution of board in long term strategic planning.
The Nomination and Remuneration Committee (‘NRC’) has
formulated the criteria for determining qualifications, positive attributes and
independence of Directors in terms of provisions of Section 178(3) of the Act and
Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations.
In a separate Meeting, the Independent Directors evaluated the
performance of Non-Independent Directors and performance of the Board as a whole. They
also evaluated the performance of the Chairperson taking into account the views of
Executive Directors and Non-Executive Directors. The NRC reviewed the performance of the
Board, its Committees and of the Directors.
The Company has a policy for performance evaluation of the Board,
Committees and Directors (including Independent Directors) which have been placed on the
website of the Company at the link: www.aimcopesticides.com.
Declaration from all Directors:
a) The Company has received necessary declaration from all directors
stating that they are not debarred or disqualified from being appointed or continue as
Directors of companies as per the Act and SEBI Listing Regulations. b) The Company has
also received Disclosure of Interest by Directors as per the provisions of Section 184 of
the Act.
8. Remuneration Policy:
The Board has, on the recommendation of the Nomination and Remuneration
Committee, framed and adopted the policy for selection and appointment of Directors,
senior management and their remuneration. The policy lays down criteria for selection of
directors and senior management such as expertise, experience and integrity of the
directors, independent nature of the directors, personal and professional standing,
diversity of the Board, etc. The remuneration policy lays down the entitlements of
remuneration to non-executive directors such as sitting fees and reimbursement of
expenses. Remuneration to Managing Director and other Executive Directors will be
consisting of monthly salary, allowances, perquisites, bonus, and other retirement
benefits. In respect of senior management, the remuneration will be based on the
performance, industry benchmark and current compensation trends in the industry. The
details of Nomination and Remuneration Committee meetings are stated in the Corporate
Governance Report.
The Nomination and Remuneration Policy of the Company consisting of
criteria for selection of Directors and senior management and criteria determining the
directors’ independence along with the criteria determining remuneration of the
Directors, Key Managerial Personnel and other employees is attached herewith marked as
Annexure-1.
9. Dividend Distribution Policy:
The Company has formulated and adopted a Dividend Distribution Policy
in terms of Regulation 43A of the SEBI Listing Regulations with the objective of providing
clarity to its stakeholders on the profit distribution strategies of the Company. The said
Policy has been reviewed by the Board of Directors of the Company and is enclosed in
Annexure-2 to the Directors’ Report and hosted on the website of the Company at
www.aimcopesticides.com.
10. Material changes and commitments, if any, affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which the financial statements relate and the date of the report:
There are no material changes and commitments affecting the financial
position of the Company between the end of the
Financial Year and date of this report. There has been no change in the
nature of business of the Company.
11. Details in respect of adequacy of internal financial controls with
reference to the financial statements:
The Company has devised appropriate systems and framework for adequate
internal financial controls with reference to financial statements commensurate with the
size, scale and complexity of its operations including proper delegation of authority,
policies and procedures, effective IT systems aligned to business requirements, risk based
internal audit framework, risk management framework and whistle blower mechanism.
The Audit Committee regularly reviews the internal control system to
ensure that it remains effective and aligned with the business requirements. In case
weaknesses are identified as a result of the reviews, new procedures are put in place to
strengthen controls.
The Company has implemented various policies such as code of conduct,
whistle-blower policy, Policy on Related Party Transaction, Risk Management Policy,
Corporate Social Responsibility policy, etc., and all relevant policies have been placed
on the website of the Company at the link: www.aimcopesticides.com.
12. Auditors and Audit Reports: a) Statutory Auditors:
At the AGM of the Company held on September 26, 2022, and pursuant to
the provisions of the Act and the Rules made thereunder, M/s. CNK & Associates LLP,
Chartered Accountants having Firm Registration No. 101961W, was appointed as the Statutory
Auditor of the Company for a period of five years starting from the conclusion of the 35th
AGM held on September 26, 2022 till the conclusion of the 40th AGM to be held in the year
2027. The Statutory Auditor(s) has confirmed that they are not disqualified from
continuing as Auditor(s) of the Company.
The Statutory Auditor has not made any qualification/ adverse
observation on the financial statements of the Company and has issued an unmodified
opinion on the Financial Statements of the Company for the Financial Year ended March 31,
2023.
b) Internal Auditor:
The Board of Directors of the Company have reappointed M/s. Abhay
Bhagat & Co. Chartered Accountants, Mumbai as an Internal Auditor of the Company, for
three financial years, starting from Financial Year 2021-22 to 2023-24 at its meeting held
on June 25, 2021, to look after all the internal audit requirements and report of the same
is placed/ forwarded to Audit Committee and Statutory Auditor of the Company on the
relevant and necessary matters from time to time.
c) Cost Auditors:
Pursuant to Section 148 of the Act read with the Companies (Audit and
Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the cost
records are required to be maintained by your Company and the same are required to be
audited. The Company accordingly maintains the required cost records.
The Board of Directors had, on the recommendation of the Audit
Committee, at its meeting held on May 28, 2022, appointed M/s. V. J. Talati & Co.,
Cost Accountants, Mumbai, having Firm Registration No: R00213 to audit the cost records of
the Company for the Financial Year ending March 31, 2023.
Further, the Board of Directors has, upon recommendation of the Audit
Committee, at its Meeting held on May 29, 2023, appointed M/s. V. J. Talati & Co.,
Cost Accountants, Mumbai having Firm Registration No: R00213, as the "Cost
Auditors" of the Company for the Financial Year 2023-24, subject to ratification of
remuneration at the ensuing 36th Annual General Meeting. Accordingly, a resolution for
seeking members’ ratification for the remuneration payable to M/s. V. J. Talati &
Co., is included in the Notice convening the Annual General Meeting.
Further, Cost Audit Report for the Financial Year 2021-22 has been
filed duly with Ministry of Corporate Affairs within the prescribed time limit. The Cost
Audit Report in respect of Financial Year 2022-23 will be filed with Ministry of Corporate
Affairs within prescribed time period.
d) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
had, on recommendation of the Audit Committee, at its meeting held on May 28, 2022,
appointed M/s. Sahasrabuddhe Parab and Co. LLP, Company Secretaries, Mumbai, to undertake
the Secretarial Audit of the Company for the financial year 2022-23.
Further, the Board of Directors has, upon recommendation of the Audit
Committee, at its Meeting held on May 29, 2023, have re-appointed M/s. Sahasrabuddhe Parab
and Co. LLP, Company Secretaries, a peer reviewed Company Secretaries Firm as the
"Secretarial Auditors" of the Company for the Financial Year 2023-24.
The Secretarial Audit Report issued by M/s. Sahasrabuddhe Parab and Co.
LLP, Company Secretaries for the Financial Year 2022-23 in Form MR-3 forms part of this
report and marked as Annexure-3. The report and comments made by Secretarial Auditors are
self-explanatory and the observations have been duly noted.
13. Share Captial:
The Authorized Equity Share Capital of the Company as on March 31, 2023
is Rs 15,00,00,000 (Rupees Fifteen Crore Only), comprising of 1,50,00,000 (One Crore and
Fifty Lakh Only) Equity Shares of Face Value of Rs 10/- (Rupees Ten Only) each.
The Paid-up Share Capital of the Company as on March 31, 2023 is Rs
9,58,25,130 (Nine Crore Fifty Eight Lakh Twenty Five Thousand One Hundred Thirty Only)
comprising of 95,82,513 (Ninety Five Lakh Eighty Two Thousand Five Hundred and Thirteen
Only) Equity Shares of Face Value of
Rs 10/- each.
There has been no change in the total paid up share capital of the
Company during the Financial Year 2022-23.
14. Change in the nature of the business, if any
There is no change in the nature of the business of the Company or of
its subsidiary, during the year under review.
15. Annual Return:
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the extract of the Annual Return of the Company for the Financial Year ended March 31,
2023 is uploaded on the website of the Company and can be accessed at
www.aimcopesticides.com.
16. Conservation of energy, technology absorption and foreign exchange
earnings and outgo:
The information as per Section 134 (3)(m) of the Act read with the
Companies (Account) Rules, 2014 with respect to conservation of energy, technology
absorption & foreign exchange earnings and outgo are given in Annexure-4 forming part
of this report.
17. Details of committees of the board:
The Board has formed four (4) Statutory Committees as under:
• Audit Committee,
• Nomination and Remuneration Committee;
• Stakeholders’ Relationship Committee; and
• Corporate Social Responsibility Committee.
The Composition of various committees and compliances, are as per the
applicable provisions of the Act as well as with the Rules framed thereunder and SEBI
Listing Regulations. The detailed particulars including composition, terms of reference
and number of meetings held for respective Committees are provided separately in the
Corporate Governance report, which forms a part of this Annual Report.
18. Disclosure under the Sexual Harassment of Women at Work Place
(Prevention, Prohibition and Redressal) Act, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been setup to redress
complaints received regarding sexual harassment. The Policy is gender neutral. With the
objective of providing a safe working environment, all employees (permanent, contractual,
temporary, trainees) are covered under this policy. The said policy is available on the
website of the Company at www.aimcopesticides.com.
No complaint pertaining to sexual harassment was received during the
Financial Year 2022-23.
19. Details of Vigil Mechanism for Directors and Employees:
The Vigil Mechanism of the Company, which incorporates a whistle blower
policy in terms of the Regulation 22 of SEBI Listing Regulations, provides a platform to
Directors and Employees to report their concerns regarding unacceptable or improper
practices and/or any unethical practices in the organization without the knowledge of the
Management. Your Company has established transparent system to safeguard any person using
this mechanism from victimization and in appropriate/exceptional cases, as there is direct
access to Mr. Ramgopal Kaja (DIN: 00140047), Chairman of the Audit Committee, to report
their concerns.
Protected disclosures can be made by a whistle blower through
hand-mail, or dedicated telephone line or through a letter to the Chairman of the Audit
Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the
Company’s website at www.aimcopesticides.com.
20. Number of meetings of the Board of Directors:
The Board of Directors met five (5) times during the Financial Year
2022-23. The intervening gap between any two meetings was within the period prescribed
under the provisions of the Act and SEBI Listing Regulations including
circulars/notifications issued by the Ministry of Corporate Affairs and SEBI. The date(s)
of the Board Meeting and attendance by the directors are given in the Corporate Governance
Report forming an integral part of this report.
21. Particulars of loans, guarantees or investments under section 186:
Particulars of loans, guarantees and investments covered under Section
186 of the Act, are given in the notes to the financial statements provided in this Annual
Report.
22. Particulars of contracts or arrangements with related parties:
The Company, during the year under review, has entered into
transactions, as specified under section 188(1) of the Act with related parties.
Accordingly, the disclosure of Related Party Transactions as required under section
134(3)(h) of the Act is made in Form AOC-2 which forms part of Board Report (See
Annexure-5). The policy on Related Party Transactions as approved by the Board is uploaded
on the Company’s website and may be accessed at www.aimcopesticides.com.
Your Directors draw your attention to Note No. 42 to the standalone
financial statements which set out disclosures of transactions with related parties.
All related party transactions that were entered into during the
Financial Year were on arm’s length basis and were in the ordinary course of the
business and were in compliance with the applicable provisions of the Act and the SEBI
Listing Regulations.
There are no materially significant related party transactions made by
the Company with Promoters, Key Managerial Personnel or other designated persons which may
have potential conflict with interest of the Company at large.
All Related Party Transactions are approved by the Audit Committee.
Prior omnibus approval is obtained from the Audit Committee in respect of the transactions
which are repetitive in nature. The transactions entered into pursuant to the omnibus
approval granted are reviewed by the audit committee on a quarterly basis, specifying the
nature, value and terms and conditions of the transactions.
23. Directors’ Responsibility Statement:
As stipulated under section 134(3)(c) read with Section 134(5) of the
Act, your Directors hereby state and confirms that: a) In preparation of the annual
accounts for the Financial Year ended March 31, 2023, the applicable accounting standards
have been followed and there are no material departures from the same; b) The Directors
have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent as to give a true and fair view of the state
of affairs of the Company as at March 31, 2023 and of the loss of the Company for the year
ended on that date; c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; d) The Directors have prepared the annual accounts on a going
concern basis; e) The Directors have laid down internal financial control to be followed
by the Company and that such internal financial controls are adequate and are operating
effectively during the Financial Year ended March 31, 2023; and f) The Directors have
devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively during the Financial Year ended
March 31, 2023.
24. Particulars of Employees Remuneration:
The information required pursuant to Section 197(12) of the Act read
with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are provided in the Annexure-6 to this Report.
25. Corporate Governance:
The Company has successfully implemented and complied with all the
requirements and disclosures of the Code of Corporate Governance as required as per SEBI
Listing Regulations. A report on Corporate Governance as stated above is attached
separately to this annual report for the Financial Year 2022-23.
26. Corporate Social Responsibility
The Company has constituted the Corporate Social Responsibility
Committee of the Board of Directors, in accordance with the provisions of Section 135 of
the Act read with the Companies (Corporate Social Responsibility) Rules, 2014 as amended.
The brief outline of the Corporate Social Responsibility (CSR) policy
of the Company and the initiatives undertaken by the Company on CSR activities during the
year are set out in Annexure-7 of this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR
Committee, please refer to the Corporate Governance Report, which is a part of this
report. This Policy is available on the Company’s website on www.aimcopesticides.com.
27. Proceedings under Insolvency and Bankruptcy Code, 2016:
During the year under review, there was no application made or
proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016.
28. Risk Management:
The Company’s robust Risk Management Framework (RMF) identifies
and evaluates all the risks that the organization faces such as strategic, financial,
credit, market, liquidity, security, property, IT, legal, regulatory, reputational and
other risks. The Company recognizes that these risks need to be managed and mitigated to
protect its shareholders and other stakeholders, to achieve its business objectives and
enable sustainable growth.
The risk framework is aimed at effectively mitigating the
Company’s various business and operational risks, through strategic actions. Risk
management is integral part of our critical business activities, functions and processes.
The risks are reviewed for the change in the nature and extent of the major risks
identified since the last assessment. It also provides control measures for risks and
future action plans.
The Audit Committee oversees Enterprise Risk Management Framework
(‘RMF’) to ensure execution of decided strategies with focus on action and
monitoring risks arising out of unintended consequences of decisions or actions and
related to performance, operations, compliance, incidents, processes, systems and
transactions are managed appropriately. The Company believes that the overall risk
exposure of present and future risks remains within risk capacity. RMF is prepared to
ensure robust internal controls and effectively respond to any changes in the business
environment so as to achieve high degree of business performance, limit any negative
impact on its working and avail of benefits arising out of any business opportunities. Key
business risks perceived by the Company and mitigating initiatives are as under: a)
Industry Risk: Agrochemicals industry is prone to risks arising out of indifferent weather
conditions such as excess rains, scanty rains, unseasonal rains etc. This can lead to
demand fluctuation and industry downturn. To mitigate these risks, the Company has
expanded its global reach to almost all countries in the world. With increase in demand
for food due to increase in population, use of agrochemicals will keep on rising. The
Company has a large portfolio of agrochemicals with diverse applications. The Company has
an efficient supply chain so product movement is very swift. b) Key inputs risk:
Non-availability of key inputs and raw materials can adversely affect the production
planning and subsequent sales. To mitigate these risks, the Company has its own
manufacturing facilities for some key raw materials. Multiple vendor databases are created
to ensure smooth supply of various raw materials. The Company enters into long term
contracts with suppliers for some key inputs which ensure timely supply and price
stability.
29. Formal annual evaluation made by Board of its own performance and
of its Committee and of Individual Directors:
Pursuant to the provisions of Section 178 of the Act and as per
Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Board has carried out annual performance evaluation of its own performance, the
directors individually as well as evaluation of working of committees of Board of
Directors.
Executive Directors were evaluated on the basis of targets/
criteria/responsibilities given to them by the Board from time to time as well as per
their terms of appointment. Independent Directors, being evaluated by the entire board
except of Director being evaluated, on meeting their obligations connected with their
independence criteria as well as adherence with the requirements of professional conduct,
roles, functions and duties specifically applicable to Independent Directors as contained
in Schedule IV to the Act. Chairman and other Non-Independent Directors were being
evaluated by Independent Directors, who also reviewed the performance of secretarial
department. Performance evaluation of the Committees and that of its members in
effectively discharging their duties, were also being carried out by the Board.
TheCompanyhasdevisedaPolicyforperformanceevaluation of the Independent
Directors, Non-Executive Directors, Executive Directors, the Board of Directors and
respective Committees entirely. The said policy is put upon the website of the Company at
the link: www.aimcopesticides.com.
The overall performance of Chairman, Executive Directors and
Non-Executive Directors of the Company is satisfactory. The review of performance was
based on criteria of performance, knowledge, analysis, quality of decision making etc.
30. Industrial Relations:
During the Financial Year under review, your Company enjoyed amicable
relationship with workers and employees at all levels.
The Company truly believes that people are its biggest assets. With the
rate of growth of the organization, the concentration was on making the Company brand more
contemporary, explaining what "doing things better" means to each of the
stakeholders and focusing on the core values of the Company.
With a mission to be among the top 5 agrochemical companies in the
Country, such values that would echo a collective mindset and voice to reach these common
objectives are framed. HR processes, like Talent acquisition, Performance Management and
Leadership Development are strengthened further keeping the values in focus. By providing
an inspiring environment to learn and grow, promoting teamwork and mutual working,
focusing on competency development and career growth, and respecting people and showing
concern for them.
The Company has an enviable history of talent retention. The attrition
rate has been very low and it has been able to manage people aspirations and career growth
aligned to the business needs and growth. The Company has from time to time suitably
rewarded its employees, workers, suppliers and distributors for their contribution towards
the Company’s continued success.
31. Subsidiary Companies:
As on March 31, 2023 your Company has three wholly owned subsidiary
companies viz. Aimco Ecoscience Limited, Aimco KR Agro Private Limited and Aimco
International FZE.
The Company was also a partner with 49.99% share in M/s. KR Aimco Agro
LLP, the Associate. The Associate discontinued its business and applied for striking off
its name to the Registrar of Companies on January 16, 2021. The said application of the
Associate has taken on records of the Registrar of Companies and Associate has been struck
off.
Pursuant to sub-section (3) of section 129 of the Act, the statement
containing the salient feature of the financial statements of the Company’s
subsidiaries is given in Annexure-8 [Performance and financial position of each of the
above named subsidiary companies]
In accordance with Section 136 of the Act, the audited financial
statements and related information of the Company and audited financial statements of its
wholly-owned subsidiary companies are available on the website of your Company
www.aimcopesticides.com.
Further, the Annual Accounts and related documents of the subsidiary
companies shall be kept open for inspection at the registered office of the Company. The
Company will also make available copy thereof upon specific request by any Member of the
Company interested in obtaining the same. Further, in accordance with Indian Accounting
Standards ("Ind AS"), Consolidated Financial Statements presented by the Company
in this Annual Report include the financial information of its subsidiary.
32. Secretarial Standards:
During the FY 2022-2023, the Company has complied with applicable
Secretarial Standards issued by the Institute of Company Secretaries of India.
33. Deposits From Public:
The Company has not accepted any deposits from the public falling
within the ambit of Sections 73 and 74 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014 during the year under review. There are no outstanding deposits as
on March 31, 2023.
34. Code Of Conduct:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course of day to day
business operations of the Company. The Company believes in "Zero Tolerance"
against bribery, corruption and unethical dealings/ behaviors of any form and the Board
has laid down the directives to counter such acts. The code laid down by the Board is
known as "code of conduct for the Board members and Senior Management personnel"
which has been posted on the Company’s website at www.aimcopesticides.com.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the Senior management personnel in their
business dealings and in particular on matters relating to integrity in the work place, in
business practices and in dealing with stakeholders. The Code gives guidance through
examples on the expected behavior from an employee in a given situation and the reporting
structure.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code. All employees were given appropriate training in this
regard.
35. Prevention Of Insider Trading:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors and designated
employees of the Company. The Code requires pre-clearance for dealing in the
Company’s shares and prohibits the purchase or sale of Company’s shares by the
Directors and the designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the Trading Window is
closed. The Board is responsible for implementation of the Code. All Directors and the
designated employees have confirmed compliance with the Code. The Compliance officer is
entrusted with responsibility of overseeing, the compliances prescribed in connection with
prevention of Insider Trading.
36. Listing with Stock Exchanges:
The equity shares of your Company are listed with the BSE Limited. The
Company confirms that the applicable Annual Listing Fees for the Financial Year 2022-23 is
paid to the BSE Limited within the prescribed time. The annual custodian fees have also
been paid to the depositories within the prescribed time.
37. Reporting of frauds by Auditors:
During the Financial Year under review, neither the statutory auditors
nor the secretarial auditors or the cost auditors has reported any instances of fraud
committed against the Company by its officers or employees to the Audit Committee or the
Board under section 143(12) of the Act.
38. Disclosure of reason for difference between valuation done at the
time of taking loan from bank and at the time of one time settlement:
There was no instance of onetime settlement with any Bank or Financial
Institution during the period under the review.
39. Other Disclosures/Reporting:
Your Directors state that no disclosure or reporting is required in
respect of the following items in the absence of any such transactions or actions during
the year under review: a) Details relating to deposits covered under Chapter V of the Act.
b) Issue of equity shares with differential rights as to dividend, voting or otherwise. c)
Issue of shares (including sweat equity shares) to employees of the Company under any
scheme. d) Joint Venture(s). e) Details of payment of remuneration or commission to
Managing Director or Joint Managing Director of the Company from any of its subsidiaries,
Joint Venture/Associate Company. f) Voting rights which are directly exercised by the
employees in respect of shares for the subscription/ purchase of which loan was given by
the Company (as there is no scheme pursuant to which such persons can beneficially hold
shares as envisaged under section 67(3)(c) of the Companies Act, 2013). g) Particulars of
any significant or material order, if any passed by the Regulators or Courts or Tribunals,
which impacts the going concern status and the Company’s operations in future.
40. Acknowledgements:
Your Directors express their deep gratitude for the co-operation and
support extended to the Company by its Members, customers, suppliers, bankers and various
government agencies. Your Directors also place on record the commitment and involvement of
the employees at all levels and looks forward to their continued co-operation.
|
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For and on behalf of the Board of |
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Aimco Pesticides Limited |
|
Sd/- |
Sd/- |
|
Elizabeth Shrivastava |
Ashit Dave |
|
Managing Director |
Executive Director and |
| Date: August 12, 2023 |
DIN: 00184865 |
Chief Financial Officer |
| Place: Mumbai |
|
DIN: 00184760 |
