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Directors Report of Aimco Pesticides Ltd.

Mar 31, 2015

The Members of Aimco Pesticides Limited

The directors have pleasure in presenting the 28th Annual Report together on business and operations of the Company and the Audited Accounts of the company for the financial year ended on 31st March 2015.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY :

The summary of financial results of the company for the year ended 31st March, 2015 is furnished below.

(Rs. In lacs)

Particulars 31st March, 2015 31st March, 2014

Gross Sales 16,445.37 14,022.10

Other Operating Income 46.23 28.15

Other Income 2.58 38.33

Total 16,494.18 14,088.58

Less: Total Expenses 16,118.89 13,837.39

Less: Finance Cost 30.01 72.28

Profit before taxation 345.29 178.91

Less: Taxation 36.42 138.23

Add: Prior period adjustment (Taxation) 0.00 0.00

Profit after taxation 308.86 40.68

OPERATIONAL REVIEW:

Your Company's gross revenues have increased to Rs. 16,445.37 Lacs, reflecting a healthy growth of around 17.28 % against Rs. 14,022.10 Lacs in the previous year. Your company earned Profit before taxation of Rs. 345.29 Lacs against Rs. 178.91 Lacs in the previous year. After providing for taxation of Rs. 36.42 Lacs, the net profit of the Company for the year under review was Rs. 308.86 Lacs as against Rs. 40.68 lacs in the previous year.

Your board is happy to report the fact that inspite of competitive market scenario your company's turnover, Profit Before Tax (PBT) and Profit After Tax, has shown an outstanding results due to disciplined and object oriented approach adopted by your company's management.

FUTURE OUTLOOK:

As on date of this report, more than half of monsoon season got over. The progress of monsoon across India has been inconsistent this year, and the fear of a deficit. Monsoon is still looming large over India. While some of parts of India have received a good rainfall, some have received excess and some parts have received a scanty rainfall. It was forecasted that 'Nino' conditions are likely to persist, which will have strong and adverse influence on the monsoon in India. Such erratic pattern of monsoon, might affect the agrochemicals market in India. However, as the Company's market reach has been global, much impact will not be felt by the Company. With a large range of products, regular introduction of newer and safer products, new registrations as well as entry into new markets and expansion of business in existing markets, the Company expects its sales to go up in the coming years.

Pursuant to the order passed under section 17(3) of the Sick Industrial Companies (Special Provisions) Act, 1985 the Board for Industrial and Financial Reconstruction ('the BIFR') passed the necessary order and appointed State Bank of India as its operating agency. As per the direction of the BIFR by its Order dated 11.02.2015 the operating agency is yet to reframe the scheme. The Company is expecting to receive relief from the BIFR as prayed for.

DIVIDEND:

To conserve the available resources for the recovery of the Company, the Board of Directors has not recommended any dividend on equity shares for the current financial year ended 31st March 2015.

SHARE CAPITAL:

The paid up equity capital as on 31st March, 2015 was Rs. 9,23,65,130. During the year under review, the Company has not issued any security during financial year 2014 -15.

Dematerialization of shares:

66.36 % of the Company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and balance 33.64% of shares are in physical form.

FINANCE:

The Company continues its efforts to reduce its debts and improve its cash flow. During the year, the Company's borrowings have reduced. This has resulted in substantial reduction in the interest cost for the Company.

(a) Fixed Deposits

Your Company has not accepted or renewed any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. There are no fixed deposits outstanding as at 31st March, 2015.

The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company are given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Auditors reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review read with the provisions of Section 135 & Schedule VII of the Companies Act, 2013, you're Company does not fall under the criteria of CSR Policy. However, Company continues to carry on its endeavor for social uplifitment through its own initiative.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the year foreign exchange outgo was Rs. 10,102.30 Lacs. The foreign exchange earned on export was Rs. 7,687.60 Lacs.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

The Company truly believes that People are their biggest assets. 2014-15 has been a year for development for the Company. With the rate of growth of the organisation, 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 world, such values that would echo a collective mindset and voice to reach this common ambition are framed. HR processes, like Talent acquisition, Performance Management and Leadership Development are strengthened further keeping the Values in Focus. By providing a stimulating environment to learn and grow, promoting teamwork and collaborative 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. There has been great success with the Supply chain excellence program and a number of people in the Supply Chain team were rewarded for their contribution in making the program a success.

DIRECTORS:

During the year under review, the members approved, through postal ballot, the appointments of Mr. Dushyant Patel and Mr. Mukesh Patel as an Independent director who will hold the office for the term of 5 (five) years and who is not liable to retire by rotation. The Company has received declarations from Mr. Dushyant Patel, independent Director of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. Whereas Mr. Mukesh Patel has expressed his inability and unwillingness to be appointed as an Independent Director of the Company due to his existing association as an Executive Director of a listed company and consequent limitations, under listing agreement, to continue to hold office as an independent director in other companies, as per Clause 49 of the listing agreement. Accordingly, with effect from 30th March, 2015 Mr. Mukesh Patel, ceased to be director of the Company. Effective 11th April, 2015, Mr. B.B. Bhawsar, was appointed as an Independent Director, for period of 5 years, subject to shareholders' approval at the ensuing Annual General Meeting.

KMPS OTHER THAN DIRECTORS:

In accordance with the provisions of the Companies Act, 2013, and listing agreement Mr. Ashit Dave, Executive Director has been appointed as a Chief Financial Officer by the Board w.e.f., February12, 2015.

The Board has appointed Mr. Chetan Prajapati (M.No: A39130) w.e.f., April 11, 2015 as Company Secretary and Compliance Officer in place of Mr. Hitesh Jain, who has resigned with effect from 26th March, 2015.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

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, commission and other reimbursement. Remuneration to managing director and other executive directors will be consisting of monthly salary, allowances, perquisites, bonus, commission and other retrial benefits. In respect of senior management, the remuneration will be based on the performance, working of the Company, targets achieved, KPI, industry benchmark and current compensation trends in the industry. The details of committee meetings are stated in the Corporate Governance Report.

MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year four (4) Board Meetings and four (4) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

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. 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 so granted are reviewed on a quarterly basis by the audit committee.

SUBSIDIARY COMPANIES:

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as "Annexure-I" [Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement]

Further, the Annual Accounts and related documents of the subsidiary company 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, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

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 business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees 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 Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has implemented whistleblower policy to deal with any fraud, irregularity or mismanagement in the Company. The policy enables any employee or director to directly communicate to the Chairman of the Audit Committee to report any fraud, irregularity or mismanagement in the Company. The policy ensures strict confidentiality while dealing with concerns and also that no discrimination or victimization is meted out to any whistleblower. The policy is also posted on the website of the Company.

The Company has a vigil mechanism named Risk Management Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

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 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 Board Directors and the designated employees have confirmed compliance with the Code.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

AUDITORS:

At the Annual General Meeting, Members will be required to appoint Auditors for the next term. M/s. CNK & Associates LLP, Chartered Accountants, (Registration No.101961W) having their office at 5th Floor, Narain Chambers, M. G. Road, Vile Parle (East), Mumbai 400 057, the existing Auditors have furnished a certificate, confirming that if re-appointed, their re-appointment will be in accordance with section 139 of the Companies Act, 2013. The members are requested to consider their re-appointment as Auditors of the Company for the next term of two years on a remuneration as may be mutually agreed between the Board of Directors, the Audit Committee and the said auditors and reimbursement of out of pocket expenses, travelling and other expenses in connection with the work of audit carried out by them.

OBSERVATIONS IN STATUTORY AUDITOR'S REPORT

The observations, comments made in the Auditors' Report read together with relevant notes thereon are self explanatory. In respect of Statutory Auditors comment on remuneration paid in respect FY 2014-2015, the sum of Rs. 25,35,000 to Managing Director of the Company, your company would seek members approval or Central Government, if any for its waiver or ratification as the case may. Further a sum of Rs. 90,74,825 paid to managerial personnel in earlier years by way of remuneration, commissions, your company have made an application to the Central Government under section 197 of the Act, for its wavier and the same is pending for their consideration.

SECRETARIALAUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. Rahul Padmakar Sahasrabuddhe & Associates., a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure II".

OBSERVATIONS IN SECRETARIAL AUDIT REPORT:

Further, as required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report from M/s. Rahul Padmakar Sahasrabuddhe & Associates, in respect of FY 2014-15, wherein they have made certain observation. Our reply to those observations as under:

1. As per SEBI Circular no Cir/ISD/ 3/2011 dated 17th June, 2011, 100% of promoters and promoter group's shareholding should be dematerialized. However, all of the holdings of the Promoter's and Promoter's group's were NOT held in Dematerialized Form.

The Company's promoters are in process of getting their shares in dematerialized format and same would be completed shortly.

2. During the period under review the composition of Board of Directors of the Company was not as per Clause 49 of the Listing Agreement i.e. was not having an optimum combination of executive and non- executive directors and independent directors.

Your company has appointed two new Independent Directors on the board. As on the date of this report, your Company has complied with the requirements of Clause 49 of the listing agreement as to composition of Board of Directors and same has an optimum combination of executive and non- executive directors and independent directors.

3. The Audit Committee was constituted as per provisions of Companies Act, 2013, SEBI Act, Listing Agreement and other applicable laws, rules and regulations but its composition requirements were complied with effect from February 12, 2015.

Your company has appointed two new Independent Directors on the board. As on the date of this report, your Company has complied with the requirements of Clause 49 of the listing agreement as to composition of Audit Committee of Board of Directors.

4. During the period under review the Nomination and Remuneration Committee of the Board of Directors of the Company was not having an optimum combination non-executive director but its composition requirements were complied with effect from February 12, 2015.

Your company has appointed two new Independent Directors on the board. As on the date of this report, your Company has complied with the requirements of Clause 49 of the listing agreement as to composition of Nomination and Remuneration Committee of Board of Directors.

5. Mr. Mukesh Patel was appointed as an Additional Director (Independent Director) w. e. f. 12th February, 2015 but who has conveyed his unwillingness to act as a Director on account of his executive directorship in other Companies and consequent withdrawal of his nomination w. e. f 30th March, 2015. The Company has not filed e-form towards appointment or withdrawal of nomination as a Director of the Company.

Your Company has appointed Mr. Mukesh Patel as an Independent Director of the Company at their meeting held on 12th February, 2015 and further sought member's approval for his regulation through postal ballot notice. Although members approved the appointment of Mr. Mukesh Patel as a Director (Independent Director) as on 30th March, 2015, i.e. on date of declaration of postal ballot result, Mr. Mukesh Patel informed his inability to continue to hold office as an independent director, as per clause 49 of the listing agreement, as he was holding executive directorship of three Companies and consequent his inability to act as an independent director of any other listed Company. As Mr. Mukesh Patel was seeking legal opinion on this issue as to his eligibility to take directorship and same was pending for confirmation from legal experts due to interpretation issue as to applicability of Clause 49 to the Company and resultant eligibility of Mr. Mukesh Patel to hold the office as an Independent directorship of the Company. Since Mr. Mukesh Patel conveyed that, he would not be in position and eligible to act as an Independent Director, and correspondingly he had not submitted necessary declarations to the Company hence no e-form was filed towards his original appointment or regularization of his discontinuation as well.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure III".

BUSINESS RISK MANAGEMENT:

Pursuant to clause 49 of the Listing Agreement, the Company has prepared Risk Management Framework (RMF) for identifying and evaluating various business risks faced by the Company. RMF aims to lay down the procedure for risk assessment and risk minimization. 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:

i) 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.

ii) 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.

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

PARTICULARS OF EMPLOYEES:

The information as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

You're Company and its Board has been complying with Corporate Governance practices as set out in a separate report, in pursuance of requirement of Clause 49 of the Listing Agreement. The Management Discussions and Analysis Report forms part of this Report. Auditor's certificate confirming compliance of the Corporate Governance as stipulated under the said clause is also attached to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to the notification No GSR 1029 dated 31-12-1988; companies are required to furnish prescribed information regarding conservation of energy and technology absorption which is annexed hereto in "Annexure IV". Company has created special task force to address the issue of conservation of energy which keep continuous watch on Company's energy consumption and suggest appropriate measures to conserve it.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co- operation and assistance.

For and on behalf of the Board of Directors

Place: Mumbai Ashit Dave

Date: 14th August, 2015 Executive Director


Mar 31, 2014

Dear Members,

The Directors are pleased to present the Twenty Seventh Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS (Rs In lacs)

For Year Ended 6 months Ended on 31/03/2014 31/03/2013*

Total turnover/income from Operations 14,050.25 4,574.93

Other Income 38.33 49.17

Total Revenue 14,088.58 4,624.10

Profit/(loss) before Tax 178.90 (1,647.99)

Add : Exceptional Items — 2,295.48

Profit Before Tax 178.90 647.49

Provision for Taxation Current Tax 44.24 4.26

Add: Deferred Tax (138.23) 142.50

Add: MAT Credit Entitlement 44.24 4.26

Profit /(loss)After Tax 40.67 790.00

Add: Balance b/f from earlier year (902.16) (1,692.16)

Less: Transfer from Capital Reserve NIL NIL

Balance carried to Balance Sheet (861.49) (902.16)

*Note: The previous year''s financial statements have been prepared for the period of six months covering period from 01.10.2012 to 31.03.2013. Accordingly, the figures for the current period (01.04.2013 to 31.03.2014) are not comparable with figures of the previous year ended31.03.2013(01.10.2012 to 31.03.2013)

OPERATIONS:

On account of variation of periodicity of financial statement of current year and that of last year, the figures are not absolutely comparable. During the period under review, the income recorded from operations was Rs. 14,050.25 lacs, representing a healthy sign of business growth of as compared to previous period. After offsetting all expenses/ credits, company generated profit after tax of Rs. 40.67 Lacs. The efforts of company management proved in favor of its business realignment and financial results turned into profits, indicating a sign of turnaround in its operations. Your Company has attempted to capture untapped foreign markets with new product line and as result volume of sales would see momentum in succeeding years.

We are pleased to inform you that based one time settlement (OTS) plan submitted by the Company and as approved by the State Bank of India, principle lender, company has cleared all their dues as on date. The Company has also made its representation to BIFR through State Bank of India, being operating agency to get necessary directions for removing its status as "Sick Company". The said matter is being perused by State Bank of India, before BIFR and necessary directions are awaited.

The management''s business development plan has contributed in terms of development of new markets as well as launching of newer products in local and foreign markets. With given global business circumstances, coupled with right product mix, your directors are hopeful of better prospects during the year under review.

CURRENT YEAR OUTLOOK

Your Company has continued focusing on registering, orienting more products in its own brand name in

exports market. It''s company''s endeavor to develop new markets as well as concentrating more on improvement of volume of its sales in current market so the sale can be maximized. On account of new export registrations & weakening of rupee your Company expects growth in the export sales in the coming year.

DIVIDEND

To conserve the available resources for the recovery of the company, the Board of Directors do not recommend payment of dividend on equity shares for the current financial year ended 31st March, 2014.

NEW PROJECTS/PRODUCTS

The Company lays emphasis on Research and Development (R&D) for improvement in existing processes for better productivity and development of new products. Over the years, continuous R & D, better quality manufacturing facilities, has helped the Company to adapt to changing and difficult times and has been contributing with the current needs of the Company by maximum utilization of its existing resources.

CORPORATE GOVERNANCE

The Company equity shares are listed at Bombay Stock Exchange Limited. As per Listing Agreement with the Stock Exchange, the Company has taken utmost care to follow norms of good corporate governance mechanism. On account of continued losses in past few years, your directors could not able to appoint an additional independent director on company''s board, during the financial year under review. Even under financial crises, your Company has continued with its basic philosophy to adhere with Corporate Governance norms, to assure stakeholders'' satisfaction and is thus, committed to attain the highest level of transparency, accountability and compliance of law in all facets of operations. A report on Corporate Governance is attached to this report. A Management Discussion and Analysis Report and a Report on Corporate Governance are included in the Annual Report. A certificate from the auditors of the company is annexed to this report.

DIRECTORS

In accordance with the requirements of the Companies Act, 2013 the board recommend appointment of Mr. Ramgopal Kaja, an independent director, details of which are refereed in notice convening Annual General Meeting. Further, Mr. Ashit P Dave who retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your Directors also recommends re-appointment of Mr. Ashit P. Dave, as Executive Director of Company.

The audit Committee comprises of three Directors out of which one is an independent Director. The Company is required to have at least two independent directors, to comply with Clause 49 of the Listing Agreement. The Company is in process to appoint a suitable candidate(s) as an independent Director(s).

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanatory statement relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March, 2014 and of the Profit & Loss Account of the company for the year under review;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. These accounts have been prepared on a going concern basis.

FIXED DEPOSITS

The amount of outstanding Fixed Deposit held as on 31st March, 2014 was Rs. 4.60 Lacs.

GREEN INITATIVE:

In line with the changes in law permitting companies to send electronic copies of Annual Report, notices, quarterly results intimation about dividend etc., to the e-mail IDs of shareholders, we have arranged to send the soft copies of these documents to the e-mail IDs of shareholder available with us or our depositories. In case any of the shareholders would like to receive physical copies of these documents, the same shall be forwarded on written request to the Registrars M/s. Linkintime India Pvt. Ltd.,

GENERAL:

The Management Discussion and analysis Report discusses the operations of the Company in detail and forms part of this Annual Report.

AUDITORS

M/s. CNK & Associates LLP(formerly known as M/s. Contractor, Nayak and Kishnadwala), Chartered Accountants, Mumbai, the Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The Company has received a certificate from the Auditors to the effect that their re-appointment, if made will be within the limits as stipulated under section 224(1B) of the Companies Act, 1956. The members are requested to consider appointment M/s. CNK & Associates LLP (formerly known as M/s. Contractor, Nayak and Kishnadwala), as statutory Auditors at the ensuing Annual General Meeting.

Observations of Auditors:

The comments made by the Auditors in their report are self-explanatory. The management responses those observations are given herein below except that no further explanation is required.

1. The Applications to the Central Government for the approval of the re-appointment and payment of managerial personnel namely the Managing Director and/or Whole - Time Directors of the Company have been made to the Office of Central Government, Ministry of Corporate Affairs (MCA) apart from submitting reply on their observations in prescribed time period but approval/ reply from MCA is pending for some time.

2. Due to financial crunch, Company could not employ a Whole Time Company Secretary, under given circumstances; the Company is looking for a full time Company Secretary as required under section 383A of the Companies Act, 1956.

3. As pointed out by the Statutory Auditors the company has appointed a firm of Chartered Accountant to undertake internal audit work and based on advice of Statutory Auditor the Company have widened their scope of work and frequency of such check.

4. As advised by Statutory Auditor of the Company in their report, the Company has taken effective steps to undertake physical verification of inventory.

5. During the period under review Company has repaid all Fixed Deposit except one Fixed Deposit which would fall due for refund on 30/09/2014 in respect of which the Company has made adequate provisions to repay the same. Further during the year under review, no new Fixed Deposit has been accepted or renewed.

6. The other comments, if any on the financial statements are self explanatory and don''t call for any clarification.

ENVIRONMENT

Your company undertakes constant and persistent efforts to upgrade environmental performance and is putting its best efforts to augment the treatment and disposal of effluents satisfying the relevant norms of

the pollution control authorities. Effluents from the plants are treated so effectively that it meets not only the legal parameters but also meets with Company''s stringent internal standards. The Company shall make due arrangements for information, education, training and retraining to all employees about health and environment objectives at different levels and to interested parties and the general public whenever required. Your Company is the member of the Lote Common Effluent Treatment Plant & our effluent discharge is always confirming to the CETP norms.

HUMAN RESOURCES

Your Directors wish to place on record their deep appreciation to employees at all levels for their all-round efforts, dedication, commitment and loyal services which helped in achieving satisfactory performance during the year. The company has cordial and harmonious industrial relations. It''s your company''s endeavor to offer opportunities for individual growth, creativity and dedicated participation is organizational developments are being provided.

PARTICULARS OF EMPLOYEES

During the year under review, the company has no employee who was in receipt of Remuneration higher than the sum prescribed under the Section 217 (2A) of the Companies Act, 1956 read together with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed hereto and forms part of this Report. Company has created special task force to address the issue of conservation of energy which keep continuous watch on company''s energy consumption and suggest appropriate measures to conserve it.

ACKNOWLEDGEMENT

The Board is also grateful to Financial Institutions, Banks, Shareholders and Fixed Deposit Holders for their co-operation and assistance. Your Directors take this opportunity to thank State Bank of India, IDBI Ltd. & Department of Agriculture, and Government of Maharashtra for their continued assistance and co-operation. We would also like to acknowledge with gratitude the co-operation extended by our Suppliers, Customers, Distributors and Investors etc. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

Registered Office: By Order Of the Board Of Directors B1/1, MIDC Indl. Area, For AIMCO PESTICIDES LIMITED Lote Parshuram, Vill:Awashi Taluka: Khed, Dist: Ratnagiri, Maharashtra 415 707.

Place : Mumbai Pradeep P. Dave Date: 14th August, 2014. (CHAIRMAN)


Mar 31, 2013

Dear Members,

The Directors are pleased to present the Twenty Sixth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

(Rs. In lacs)

6 months Ended 18 Months Ended on on 31/03/2013 30/09/2012*

Total turnover/income from Operations 4,574.93 19,861.53

Other Income 49.17 204.48

Total Revenue 4,624.10 20,066.02

Profit/(loss) before Tax (1,647.99) (556.55)

Add : Exceptional Items 2.295.48 NIL

Profit Before Tax 647.49 (556.55)

Provision for Taxation Current Tax 4.26 NIL

Add: Deferred Tax 142.50 (306.95)

Add: MAT Credit Entitlement 4.26 NIL

Profit /(loss)After Tax 790.00 (863.50)

Add: Balance b/f from earlier year (1,692.16) (1,658.24)

Less: Transfer from Capital Reserve NIL 30.00

Balance carried to Balance Sheet (902.16) (1692.16)

*Note: The previous year''s financial statements have been prepared for the period of eighteen months covering period from 01.04.2011 to 30.09.2012, read with permission granted by the Registrar of Companies (ROC), Mumbai, Maharashtra. Accordingly, the figures for the current period (01.10.2012 to 31.03.2013) are not comparable with figures of the previous year ended 30.09.2012

OPERATIONS:

On account of variation of periodicity of financial statement of current year and that of last year, the figures are not absolutely comparable. During the period under review, the income recorded from operations was Rs. 4,574.93 lacs [during FY 2012-13, consisting of 6 months period], representing a healthy sign of business growth of as compared to previous period. After offsetting all expenses/ credits, company generated profit after tax of Rs. 790 Lacs. The Company has continued to enhance its business operations during the financial year period under review. The Management has committed to enhance business operations by adding new molecules to sustain market volatility. Your Company has attempted to capture untapped foreign markets with new product line and as result volume of sales would see momentum in succeeding years.

We are pleased to inform you that, during the financial year under review, State Bank of India, Company''s principle lender have sanctioned its accord for one time settlement (OTS) plan submitted by the Company earlier with minor modification.

The management''s business development plan has contributed in terms of development of new markets as well as launching of newer products in local and foreign markets. Under given challenging global business surroundings and draught like conditions in few states in India during last financial year, stalled management''s efforts to bring turnaround on fast track, but we are working at our full capacity to improve in net worth of the Company. Your directors are hopeful of smooth execution of the revival plan and present financial statements have been prepared on Going Concern basis.

CURRENT YEAR OUTLOOK

Your Company has continued focusing on registering, orienting more products in its own brand name in exports market. It''s company''s endeavor to develop new markets as well as concentrating more on improvement of volume of its sales in current market so the sale can be maximized. On account of new export registrations & weakening of rupee your Company expects growth in the export sales in the coming year.

DIVIDEND

To conserve the available resources for the recovery of the company, the Board of Directors do not recommend payment of dividend on equity shares for the current financial year ended 31st March, 2013.

NEW PROJECTS/PRODUCTS

The Company lays emphasis on Research and Development (R&D) for improvement in existing processes for better productivity and development of new products. Over the years, continuous R & D has helped the Company to adopt to changing and difficult times and has been contributing with the current needs of the Company by maximum utilization of its existing resources. The company is also laying more emphasis on modernization of its manufacturing plants.

CORPORATE GOVERNANCE

The Company equity shares are listed at Bombay Stock Exchange Limited. As per Listing Agreement with the Stock Exchange, the Company has taken utmost care to follow norms of good corporate governance mechanism. On account of continued losses in past few years, your directors could not able to appoint an additional independent director on company''s board, during the financial year under review. Even under financial crises, your Company has continued with its basic philosophy to adhere with Corporate Governance norms, to assure stakeholders'' satisfaction and is thus, committed to attain the highest level of transparency, accountability and compliance of law in all facets of operations. A report on Corporate Governance is attached to this report. A Management Discussion and Analysis Report and a Report on Corporate Governance are included in the Annual Report. A certificate from the auditors of the company is annexed to this report.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and Articles of Association of the Company, Dr. Samir P. Dave who retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your Directors also recommends reappointment of Dr. Samir P. Dave, as Executive Director of Company. To foster growth prospect, your directors have appointed Mrs. Elizabeth Shrivastava, as additional director as on 14th August, 2013 and recommended as Managing Director of the Company. Your boards recommend her appointment as Managing Director of the Company and seek your consent to ratify said appointment with effect from 14th August, 2013.

The audit Committee comprises of three Directors out of which one is an independent Director. The Company is required to have at least two independent directors, to comply with Clause 49 of the Listing Agreement. The Company is in process to appoint a suitable candidate(s) as an independent Director(s).

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanatory statement relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March,2013 and of the Profit & Loss Account of the company for the year under review;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. These accounts have been prepared on a going concern basis.

FIXED DEPOSITS

The amount of outstanding Fixed Deposit held as on 31st March, 2013 was Rs. 10.90 Lacs.

GREEN INITATIVE:

The Ministry of Corporate Affairs ( MCA), has taken a "Green Initiative in Corporate Governance" vide Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011, respectively, by allowing paperless compliances by companies through electronic mode. Companies are now permitted to send various communications / documents (including Notice of General Meetings, Audited Financial Statements, Directors Report, Auditors Report and all other documents including Postal Ballot documents) to its Members through electronic mode, to the registered e-mail address of the Members.

Your Company, has committed towards such an initiative, and in the best interest of all stakeholder, proposed in last annual report that henceforth all communications / documents, as may be allowed from time to time including Annual Report, would be dispatched in electronic form to its members, through their registered e-mail address provided / updated by them from time to time and as may be made available to the Company by the Depositories, which will be deemed to be your registered e-mail address for serving the necessary communications / documents. Your Directors also request you to register your e-mail address with your DP for the purpose of serving documents by the Company in electronic mode, if your e-mail address, if not registered with your Depository Participant (DP) so far.

GENERAL:

The Management Discussion and analysis Report discusses the operations of the Company in detail and forms part of this Annual Report.

AUDITORS

M/s. Contractor, Nayak and Kishnadwala, Chartered Accountants, Mumbai, the Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The Company has received a certificate from the Auditors to the effect that their re-appointment, if made will be within the limits as stipulated under section 224(1B) of the Companies Act, 1956. The members are requested to consider appointment M/S. Contractor Nayak and Kishnadwala, as statutory Auditors at the ensuing Annual General Meeting.

Observations of Auditors:

The comments made by the Auditors in their report are self-explanatory. The management responses those observations are given herein below except that no further explanation is required.

1. The Applications to the Central Government for the approval of the re-appointment and payment of managerial personnel namely the Managing Director and Whole - Time Directors of the Company have been made to the Office of Central Government, Ministry of Corporate Affairs apart from submitting reply on their observations in prescribe time period but approval of which is pending.

2. As pointed out by the Statutory Auditors that the company has recognized deferred tax assets of Rs. 1,43,34,021/-. In their view, the same does not amounting to convincing evidence leading to virtual certainty under AS 22, "Accounting for taxes on income". The management of the company confirms that there are valid grounds to recognize deferred tax assets with reference to un-absorbed losses and un-absorbed depreciation.

3. Due to financial crunch, company could not employ a whole time Company Secretary, under given circumstances; the Company is looking for a full time Company Secretary as required under section 383A of the Companies Act, 1956.

4. The other comments, if any on the financial statements are self explanatory and don''t call for any clarification.

ENVIRONMENT

Your company undertakes constant and persistent efforts to upgrade environmental performance and is putting its best efforts to augment the treatment and disposal of effluents satisfying the relevant norms of the pollution control authorities. Effluents from the plants are treated so effectively that it meets not only the legal parameters but also meets with Company''s stringent internal standards. The Company shall make due arrangements for information, education, training and retraining to all employees about health and environment objectives at different levels and to interested parties and the general public whenever required..Your Company is the member of the Lote Common Effluent Treatment Plant & our effluent discharge is always confirming to the CETP norms.

HUMAN RESOURCES

Your Directors wish to place on record their deep appreciation to employees at all levels for their all-round efforts, dedication, commitment and loyal services which helped in achieving satisfactory performance during the year. The company has cordial and harmonious industrial relations. It''s your company''s endeavor to offer opportunities for individual growth, creativity and dedicated participation is organizational developments are being provided.

PARTICULARS OF EMPLOYEES

During the year under review, the company has no employee who was in receipt of Remuneration higher than the sum prescribed under the Section 217 (2A) of the Companies Act, 1956 read together with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed hereto and forms part of this Report. Company has created special task force to address the issue of conservation of energy which keep continuous watch on company''s energy consumption and suggest appropriate measures to conserve it.

ACKNOWLEDGEMENT

The Board is also grateful to Financial Institutions, Banks, Shareholders and Fixed Deposit Holders for their co-operation and assistance. Your Directors take this opportunity to thank State Bank of India, IDBI Ltd. & Department of Agriculture, and Government of Maharashtra for their continued assistance and co-operation. We would also like to acknowledge with gratitude the co-operation extended by our Suppliers, Customers, Distributors and Investors etc. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

Registered Office: By Order Of the Board Of Directors

B1/1, MIDC Indl. Area, For AIMCO PESTICIDES LIMITED

Lote Parshuram, Vill:Awashi

Taluka: Khed, Dist: Ratnagiri,

Maharashtra 415 707.

Place : Mumbai Pradeep P. Dave

Date : 14th August, 2013. (CHAIRMAN)

 
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