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Directors Report of Insecticides (India) Ltd.

Mar 31, 2017

Dear Members,

The Board of Directors hereby submit the report of the business and operations of your Company (''the Company'' or ''IIL''), along with the audited financial statements, for the financial year ended March 31, 2017.

1. Financial Results

(Rs. In Lacs)

Particulars

Standalone

March 31, 2017

March 31, 2016

Revenue from Operations (Net)

110738.42

98814.53

Other Income (net)

55.00

55.61

Total Income

110793.42

98870.14

Less : Depreciation

1595.67

1592.54

Less : Expenditure

101197.85

92289.25

Profit Before Tax (PBT)

7999.90

4988.35

Less : Tax Expenses

Current Tax

1,664.60

701.07

MAT Credit Entitlement

251.20

160.45

Deferred Tax

270.28

198.28

Profit After Tax (PAT)

5813.82

3928.55

Earnings per share (after extraordinary items) (Basic) (Rs.)

28.13

19.01

Earnings per share (after extraordinary items) (Diluted) (Rs.)

28.13

20.01

2. Financial Performance

During the year under review, the Turnover of the Company rose to Rs 118944.32/- Lacs as against Rs. 104790.72/- Lacs reported last year, registering a growth of 13.51%. The Company has earned Net Profit Rs. 5813.82/- Lacs, as against the net profit of Rs. 3928.55/- Lacs reported last year, registering a growth of 48%. The improvement in performance of your Company could mainly be attributed to better capacity utilization, ongoing emphasis on productivity and efficiency, improvement in all areas of operation.

3. Dividend and Reserves

Based on the Company’s performance, the directors are pleased to recommend for approval of the members a final dividend of Rs. 2.00/- per share (20%) for FY 2016-17 (Previous year Rs. 2.00/- per share). The final dividend on equity shares, if approved by the members would involve a cash outflow of Rs. 497.51 Lacs (including Corporate Dividend Tax amounting to Rs. 84.16 Lacs)

The Register of member and share transfer Books will remain closed from July 31, 2017 to August 08, 2017 (both day inclusive) for the purpose of payment of final dividend for the Financial Year ended March 31, 2017.

4. Share Capital

The paid up Equity Share Capital of the Company as on March 31, 2017 was Rs. 2066.78 lacs. There was no change in the Company''s Share Capital during the year under review.

5. Credit Rating

The Company enjoys a good reputation for its sound financial management and ability to meet in financial commitments. CRISIL, A S&P Global Company, a reputed Rating Agency, has re-affirmed the credit rating of CRISIL A/Stable for the long-term and CRISIL A1 for the Short-term Bank facilities.

6. Particulars of Loans given, Investment made, Guarantees given And Securities provided

During the year under review, the Company has not made any loan, given any guarantee or provided security in connection with the loan to any other body corporate or person. However, the Company has invested in equity shares of OAT & IIL India Laboratories Private Limited, the said company is the Joint Venture of your company w.e.f March 6, 2013 and also invested in the shares of OAT Agrico Co. Ltd., Japan, a Joint Venture partner Company.

7. Deposits

Your Company has not accepted any deposits under Section 73 and 74 of the Companies Act, 2013 (“the Act”) and no amount of principle or interest was outstanding as of Balance Sheet date.

8. Subsidiary Company, Associate Company And Joint Venture Company

There is no subsidiary Company of the Company during the year under review.

The Company has “OAT & IIL India Laboratories Private Limited” as its joint venture company within the meaning of Section 2(6) of the Act, as on March 31, 2017. Also, the Company has “ISEC Organics Limited” as its associate company.

A highlight of performance of associates and joint ventures along with their contribution to the overall performance of the Company during the period are provided in Annexure - 1 and hence not repeated here for the sake of brevity.

The Policy for determining material subsidiaries as approved may be accessed on the Company''s website at the link: http://www.insecticidesindia.com/P0licy/RELATED%20PARTY%20TRANSACTI0N%20FINAL.pdf

9. Consolidated Financial Statements

The Consolidated Financial Statements of the Company for the Financial Year 2016-17 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and Regulations as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI “Listing Regulations”).

The Consolidated Financial Statements have been prepared on the basis of the audited financial statements of the Company and its Joint Venture Company, as approved by their respective Board of Directors.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and the Auditor’s Report thereon form part of this Annual Report. The Financial Statements as stated above are also available on the website www.insecticidesindia.com of the Company.

10. Transfer to Reserves

The Company proposes to retain the entire amount of Rs. 5813.81/- Lacs in the profit and loss account.

11. Management''s discussion and analysis

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V of the SEBI “Listing Regulations”, is presented in a separate section forming part of the Annual Report.

12. Corporate Social Responsibility

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company''s website at the link: http://www.insecticidesindia.com/Policy/CSR%20 Policv%20FINAL.pdf.

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability.

The Company has identified following focus areas for CSR engagement:

- Rural Transformation: Creating sustainable livelihood solutions, addressing poverty, hunger and malnutrition.

- Environment: Environmental sustainability, ecological balance, conservation of natural resources and promoting biodiversity.

- Health: Affordable solutions for healthcare through improved access, awareness and health seeking behavior.

- Education and Sports: Access to quality education, training and skill enhancement, building sports & skills in young students.

- Disaster Response: Managing and responding to disaster.

- Art, Heritage and Culture: Protection and promotion of India''s art, culture and heritage.

The Company would also undertake other need based initiatives in compliance with Schedule VII to the Act. The annual report on CSR activities is annexed herewith marked as Annexure - 2.

13. Risk Management

The Company has formulated the Risk Management Policy through which the Company has identified various risks like, strategy risk, industry and competition risk, operation risk, liability risks, resource risk, technological risk, financial risk. The Company faces constant pressure from the evolving marketplace that impacts important issues in risk management and threatens profit margins. The Company emphasizes on those risks that threaten the achievement of business objectives of the Company over the short to medium term. Your Company has adopted the mechanism for periodic assessment to identify, analyze, and mitigation of the risk.

The appropriate risk identification method will depend on the application area (i.e. nature of activities and the hazard groups), the nature of the project, the project phase, resources available, regulatory requirements and client requirements as to objectives, desired outcome and the required level of detail.

The trend line assessment of risks, analysis of exposure and potential impact shall be carried out. Mitigation plans shall be finalized, owners identified, and progress of mitigation actions shall be regularly and periodically monitored and reviewed. Treatment options which are not necessarily mutually exclusive or appropriate in all circumstances shall be driven by outcomes that include:

- Avoiding the risk,

- Reducing (mitigating) the risk,

- Transferring (sharing) the risk, and

- Retaining (accepting) the risk.

The Risk management Policy of the Company is annexed herewith as Annexure - 3 to this Report.

14. Vigil Mechanism

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting unethical behaviour, fraud, violations, or bribery. The Company has Vigil Mechanism (Whistle Blower) Policy under which the employees are free to report violations of applicable Laws and Regulations and the Code of Conduct, the same can be accessed through the Chairman of the Audit Committee. The reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.

15. Disclosure of Remuneration & Particulars Of Employees And Related Disclosures

The information as required in accordance with Section 197(12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details regarding the remuneration and other requisite details are mentioned in the Annexure - 4(a) attached hereto.

No Employee draw the remuneration in excess of limit prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Managerial Personnel) Rules 2014.

No director of the Company who is receiving commission from the Company is in receipt of any remuneration or commission from any holding company or subsidiary company of the Company.

The Remuneration Policy of the company is annexed herewith as Annexure - 4(b) to this Report.

16. Directors

In accordance with the provisions of Section 152 of the Act, Mrs. Nikunj Aggarwal (DIN: 06569091), Directors of the Company, retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer herself, for re-appointment.

The information of Directors seeking appointment/ reappointment as required pursuant to Regulation 36(3) of SEBI Listing Regulations, is provided in the notice of the 20th Annual General Meeting of the Company.

All the Independent directors have given declaration that they meet the criteria of Independence laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

During the year 2016-17, information of Directors appointed/resigned provided in corporate governance report and hence not repeated here for the sake of brevity.

17. Meeting of the Board

During the financial year 2016-17, the Board of Directors met 8 (Eight) times, the details of which are given in the Corporate Governance Report that forms the part of Annual Report. The notice along with Agenda of each Board Meeting was given in writing to each Director. The intervening gap between any two meetings was within the period prescribed by the Act and SEBI Listing Regulations.

18. Performance Evaluation Report

In terms of Companies Act, 2013 and SEBI Listing Regulations, there is requirement of formal evaluation by the Board of its own performance and that of its committees and individual directors.

The evaluation of Board of its own performance and that of its committees and individual directors was conducted based on criteria and framework adopted by the Board. The evaluation criteria have been explained in the Nomination and Remuneration Policy adopted by the Board.

19. Familiarization Programme for Independent Directors

Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations, the Company has formulated a programme for familiarizing the 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 etc. through various initiatives. The details of the aforementioned programme is available on the Company''s website at http://www.insecticidesindia.com/

20. Board Committees

In compliance with the requirements of the Act and SEBI Listing Regulations, your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Finance Committee and Corporate Social Responsibility Committee.

Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. www.insecticidesindia.com. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report. A detailed report on Corporate Social Responsibility activities initiated by the Company during the year under review, in compliance with the requirements of Companies Act, 2013, is annexed to this report.

21. Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) of the Act, read with the Rules framed there under.

1. Mr. Rajesh Aggarwal - Managing Director

2. Mr. Sandeep Kumar - Company Secretary (appointed w.e.f. 18/04/2017)

3. Mr. Sandeep Aggarwal - Chief Financial Officer

4. Mr. Pankaj Gupta - Company Secretary (Ceased w.e.f. 29/03/2017)

Mr. Pankaj Kumar Gupta, resigned from the Company due to personal reasons w.e.f. March 29, 2017, the same has been accepted by the Management and placed before the Board in their Meeting.

Mr. Sandeep Kumar, Appointed as Company Secretary of the Company w.e.f. April 18, 2017. Mr. Sandeep Kumar was previously working with Listed Company based on Madhya Pradesh.

During the year 2016-17, information as mentioned in Part A of Schedule II of the SEBI Listing Regulations, has been placed before the board for its consideration.

22. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 at the end of the financial year and of the profit of the Company for the year;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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 had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

23. Contracts Or Arrangements With Related Parties

Your Company has formulated a policy on related party transactions which is also available on Company’s website at the link http://www.insecticidesindia.com/Policv/RELATED%20PARTY%20TRANSACTIQN%20FINAL.pdf. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm''s length. All related party transactions are placed before the Audit Committee for review and approval.

All related party transactions entered during the Financial Year were in ordinary course of the business and on arm’s length basis. No material related party transactions were entered during the Financial Year by your Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable to your Company.

Members may refer to Note No. 35 to the financial statement which sets out related party disclosures pursuant to AS-18.

24. Details in respect of adequacy of Internal Financial Controls

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

25. Details of Significant & Material Orders

No significant and material order has been passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and Company''s operations in future, details of which needs to be disclosed in the board''s report as Section 134 (3)(q) read with rule 8 of Companies (Accounts) Rules, 2014.

26. Material Changes and Commitments

There have been no material changes and commitments affecting the financial position 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.

27. Auditors Statutory Auditors

As per Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s Mohit Parekh & Co., Chartered Accountants, (ICAI Regd. No.: 00206N), New Delhi as the Statutory Auditors of the Company expires at the conclusion of the ensuing Annual General Meeting of the Company.

The Board of Directors of the Company at their meeting held on May 27, 2017, on the recommendation of the Audit Committee, have made its recommendation for appointment of Joint Auditors M/s S S Kothari Mehta & Co., Chartered Accountants (ICAI Regd. No.: 000756N) and M/s Devesh Parekh & Co., Chartered Accountants (ICAI Regd. No.: 013338N) as the Statutory Auditors of the Company by the Members at the 20th Annual General Meeting of the Company for an initial term of 5 years. Accordingly, a resolution, proposing appointment of M/s S S Kothari Mehta & Co., Chartered Accountants (ICAI Regd. No.: 000756N) and M/s Devesh Parekh & Co., Chartered Accountants (ICAI Regd. No.: 013338N), as the Statutory Auditors of the Company for a term of five consecutive years i.e. from the conclusion of 20th Annual General Meeting till the conclusion of 25th Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice of the 20th Annual General Meeting of the Company. The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed there under.

The Report given by M/s. Mohit Parekh & Co., Statutory Auditors on the financial statement of the Company for the year 2017 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

M/s. Mohit Parekh & Co., over many years have successfully met the challenge that the size and scale of the Company''s operations pose for auditors and have maintained the highest level of governance, ethical standards, rigour and quality in their audit. The Board place on record its appreciation for the services rendered by Mohit Parekh & Co., as the Statutory Auditors of the Company.

Secretarial Auditor

The Secretarial Audit was carried out by M/s. Akash Gupta & Associates, Company Secretaries, (PCS Regis. No. 11038) for the financial Year 2016-17. The Report given by the Secretarial Auditors is annexed and forms integral part of this Report. There has been one observation made by the Secretarial auditors, no qualification, reservation or other adverse remark or disclaimer in their Report.

Observation : Section 197(12) read with rule 5 (2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, the board’s report shall include a statement showing the names and other details of the top ten employees in terms of remuneration drawn along with other particulars as prescribed there under and the name of every employee drawing remuneration beyond prescribed limit, however, the same has not been disclosed in the Board Report dated 23rd August, 2016of the Company for the financial year2015-16.

Management Response: The amendments in the mentioned rule 5 (2) was notified by the Central Government on 30th June, 2016 where the management of the Company was of the view that the said amendment would be applicable from financial year 2016-17, therefore, the list of top 10 employees was not reported in the Directors Report 2015-16. However, the management has provided the disclosure of Remuneration & Particulars of Employees and Related Disclosures as required under Section 197(12) read with rule 5(2) and 5(3) for FY 2016-17. Further, none of the Employee receives remuneration more than the Whole-time Directors, Remuneration of Whole-time Directors are within the prescribed limit for the FY 205-2016.

During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

In terms of Section 204 of the Companies Act, 2013, the Audit Committee recommended and the Board of Directors appointed M/s. Akash Gupta & Associates, Company Secretaries (PCS Registration No.11038) as the Secretarial Auditors of the Company in relation to the financial year 2017-18. The Company has received their consent for appointment.

Cost Audit

In terms of the requirement of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the Audit Committee recommended and the Board of Directors appointed M/s A.G.S. & Associates, Cost Accountants being eligible and having sought appointment, as Cost Auditors of the Company, to carry out the cost audit for the financial year 2017-18. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed there under. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee and in terms of the Companies Act, 2013 and Rules there under the requisite resolution for ratification of remuneration of Cost Auditors by the members has been set out in the Notice of the 20th Annual General Meeting of your Company.

There is no cost audit qualification/adverse remarks, in the Cost Audit Report for the financial year ended 31st March, 2017. During the year under review, the Cost Auditor had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

28. Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

29. Business Responsibility Report

In compliance with Regulation 34 of SEBI Listing Regulations, the Business Responsibility Report detailing the various initiatives taken by the Company on environmental, social and governance front is forming a part of this Annual Report. The Board of Directors has adopted a Business Responsibility Policy. The said Policy is available on Company''s website at http://www.insecticidesindia.com/

30. Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

In terms of requirement of clause (m) of sub-section (3) of Section 134 of the Companies Act, 2013 read with the Companies (Account)s Rules, 2014, the particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure - 5 to this report.

31. Extract of Annual Return

In accordance with Section 134 (3) (a) of the Act, an extract of Annual Return of the Company is annexed herewith as Annexure - 6 to this Report.

32. Disclosure under the Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy (''Policy'') in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013. Your Directors state that during the year under review, no cases of sexual harassment have been reported.

33. Pollution Control

The Company has taken various initiatives to keep the environment free from pollution. It has already installed various devices in the factories to control the pollution.

34. Unclaimed Dividend

During the year under review, in terms of provisions of Investors Education and Protection Fund (Awareness and Protection of Investors) Rules, 2014, unclaimed dividend declared by the Company for financial year 2008-09, aggregating to Rs.109272/- was transferred to Investors Education and Protection Fund.

35. Insurance

The Company has taken the required insurance coverage for its assets against the possible risks like fire, flood, public liability, marine, etc.

36. Nature of Business

There is no change in the nature of business during the period under review.

37. Listing of Securities

The Company''s equity shares are listed on BSE Limited & National Stock Exchange Limited.

38. Cautionary Statement

Statements in the Board''s report and the Management Discussion and Analysis Report describing the Company''s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company’s operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country and other factors which are material to the business operations of the Company.

39. Appreciation

Your Company has been able to perform efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Company’s resources for sustainable and profitable growth.

The Directors hereby wish to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. The Directors appreciate and value the contribution made by every member of the IIL family.

For and on behalf of the Board

Insecticides (India) Limited

(Hari Chand Aggarwal)

Chairman

DIN - 00577015

Place : Delhi

Dated : May 27, 2017


Mar 31, 2015

DEAR MEMBERS,

The Directors are delighted in presenting the 18th Annual Report and the Audited Accounts for the financial year ended March 31, 2015.

1. Financial Results

(Rs,in Lacs)

Particulars Standalone

Current Year ending Previous Year ending March 31, 2015 March 31, 2014

Revenue from Operations (Net) and other income 96462.68 86453.54

Depreciation 1416.82 665.55

Expenditure 88629.01 80922.83

Profit Before Tax (PBT) 6416.85 4865.15

Provision for Tax 932.47 870.88

Profit After Tax (PAT) 5484.39 3994.27

Balance brought forward from previous year 18114.26 15051.66

Profit available for Appropriations 23598.64 19045.92

Appropriations:

Proposed final equity dividend 475.61 380.49

Tax on proposed equity dividend 96.82 64.66

Transfer to general reserve 641.69 486.52

Adjustment of pre-operative exp. 60.63 -



2. Review of Performance

During the year under review, the Net Turnover of the Company rose to H96419.15 Lacs as against H86408.16 Lacs reported last year, registering a growth of 12%. The Company has earned Net Proft H5484.39 Lacs, as against the net profit of H3994.27 Lacs reported last year, registering a growth of 37%. The improvement in performance of your Company could mainly be attributed to better capacity utilization, ongoing emphasis on productivity and efficiency, improvement in all areas of operation.

3. Extract of Annual Return

In accordance with Section 134 (3) (a) of the Companies Act, 2013, an extract of Annual Return of the Company is annexed herewith as Annexure VII to this Report.

4. Dividend

Your Directors are pleased to recommend for your consideration and approval payment of dividend @ 25% amounting to Rs.2.50 per equity share ofRs. 10/- each for the financial year 2014-15Total amount of dividend outgo for the financial year Rs.572.43 Lacs (including Corporate Dividend Tax amounting to Rs.96.82 Lacs).

The total amount of Rs. 621.87 Lacs (including Corporate Dividend Tax) amounting to Rs. 105.18 Lacs shall be distributed to the shareholders because the paid up share capital of the Company has increased after allotment of equity shares to QIBs on August 17,2015.

The dividend will be paid to members whose names appear in the Register of Members as on September 14, 2015.

5. Fixed Deposits

During the financial year, the Company has not accepted any fixed deposits from the public under Section 73 and 74 of the Companies Act, 2013 along with the rules made there under during the year under review.

6. Transfer to Reserve

During the year, amount of Rs.641.69 Lacs has transferred to General Reserve.

7. Pollution Control

The Company has taken various initiatives to keep the environment free from pollution. It has already installed various devices in the factories to control the pollution.

8. Subsidiary Company, Associate Company and Joint Venture Company

There is no subsidiary company (ies) of the Company during the year under review.

The Company has "OAT & IIL India Laboratories Private Limited" as its joint venture company within the meaning of Section 2(6) of the Companies Act, 2013, as on March 31, 2015. Also, the Company has "Isec Organics Limited" as its associate company

A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 is provided as Annexure III and hence not repeated here for the sake of brevity. The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link: http://www.insecticidesindia.com/Policy/ RELATED%20PARTY%20TRANSACTION%20FINAL.pdf

9. Directors

The Board comprises of Eight Directors. In compliance of the Companies Act, 2013 and in pursuant of Clause 49 of the Listing Agreement with Stock Exchanges, the Company had appointed, Mr Virjesh Kumar Gupta, Mr Navneet Goel, Mr Gopal Chandra Agarwal, Mr Navin Shah and Mr Anil Kumar Singh as Independent Directors.

In accordance with the provisions of Section 149 of the Companies Act, 2013, these Directors were appointed as Independent Directors to hold offce as per their tenure of appointment decided in the last Annual General Meeting of the Company.

The Company has received declarations from all Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under revised Clause 49 of the Listing Agreement with Stock Exchanges.

Further Mrs. Nikunj Aggarwal, retires at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. We seek your support in confirming her re-appointment as Director

10. Number of Board Meetings

During the financial year the Board of Directors met 8 (Eight) times, the details of which are given in the Corporate Governance Report that forms the part of Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and Listing Agreement entered with Stock Exchanges.

11. Audit Committee

Composition of Audit Committee

The composition of Audit Committee is given in the table as mentioned below:-

S. Name of the Designation Total meeting Meetings No. Director held during attended the years

1. Mr Gopal Chairman 7 7 Chandra Agarwal

2. Mr Navneet Goel Member 7 5

3. Mr Anil Kumar Member 7 7 Singh

Note: Upto May 31, 2014 Mr Navneet Goel acted as Chairman and Mr Gopal Chandra Agarwal & Mr Anil Kumar Singh were members of such committee.

Also, a detailed note on the Board and its committees is provided in the Report on Corporate Governance which forms the part of Annual Report. The composition of the committees and compliances, are as per the applicable provisions of the Companies Act, 2013 and Rules made there under and revised Clause 49 of the Listing Agreement.

12. Vigil Mechanism

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting unethical behavior, fraud, violations, or bribery The Company has Vigil Mechanism (Whistle Blower) Policy under which the employees are free to report violations of applicable Laws and Regulations and the Code of Conduct, the same can be accessed through the Chairman of the Audit Committee. The reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.

13. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirms that:

i) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the directors had 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 at the end of the financial year and of the profit of the Company for the year;

iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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 systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

In terms of the requirement of Accounting Standards, Segment-wise Results are shown in the Notes to Accounts.

14. Nomination and Remuneration Policy

Formulation of policy on director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters has been provided by the Company in its Corporate Governance Report.

15. Particulars of Loans Given, Investment Made, Guarantees Given and Securities Provided

During the year under review, the Company has not made any loan, given any guarantee or provided security in connection with the loan to any other body corporate or person. However, the Company has invested in equity shares of OAT & IIL India Laboratories Private Limited, the said company is the joint venture of your company w.e.f March 6, 2013.

16. Particulars of Contracts or Arrangements With Related Parties

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of the business and on an arm's length basis. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions, Details of such particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 in the prescribed form AOC-2 as attached as an Annexure IV

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link http://www.insecticidesindia. com/Pol icy/RELATED%20PARTY%20TRANSACTION%20FINAL.

17. Material Changes and Commitments

There have been no material changes and commitments 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. However, the Company has set up a new formulation plant at Chopanki with effect from August 8, 2014.

18. Corporate Governance

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance.

A report on the Corporate Governance practices followed by the Company the Auditors' Certificate on compliance of mandatory requirements thereof forms the part of this Annual Report.

19. Auditors

Statutory Auditors

The Statutory Auditors M/s Mohit Parekh & Co., Chartered Accountants having form registration no.002067N hold office until the conclusion of the ensuing Annual General Meeting, is eligible for re-appointment. They have furnished the certificate of their eligibility for re-appointment, if made, as required under the Companies Act, 2013 and they are not disqualified for re-appointment. Further, the Board of Directors of the Company recommend to the shareholders for their approval, re-appointment till the conclusion of next Annual General Meeting.

Cost Auditors

In terms of the requirement of Section 148 of the Companies Act,

2013, your Board of Directors has appointed M/s A.G.S. & Associates, Cost Accountants were re-appointed as Cost Auditors of the Company for conducting audit of the cost accounts maintained by the Company for the year 2015-16. Further, the Board of Directors of the Company recommend to the shareholders for their approval, remuneration to be paid to the Cost Auditors Rs.300000.00 (exclusive of service tax & out of pocket expenses)

Secretarial Auditor

The Board has appointed M/s Akash Gupta & Associates, Company Secretaries (M No.30099) to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit report for the financial year ended March 31, 2015 is annexed herewith as Annexure VI to this report.

20. Auditors' Report

There are no qualifications of Auditors on the Accounts of the Company for the financial year ended March 31, 2015 requiring further comment from the Board of Directors.

There no qualifcations in the Secretarial Audit Report for the fnancial year ended March 31, 2015 and does not require further comment from the Board of Directors.

21. Corporate Social Responsibility

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee during the financial year 2014-2015.

The CSR Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company which has been approved by the Board.

During the period under review, the Company has not contributed towards CSR activities, as the Company thought of undertaking the projects or programs of CSR on its own, therefore on February 11, 2015, the Company has incorporated 'IIL Foundation' for undertaking the CSR projects and programs. The Company shall contribute to sustainable development by its economic activities combined with the fulfillment of its social responsibilities relating to the education,

health, safety and environment aspects. The statutory disclosures with respect to the CSR Committee and policy in terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, in the form of the annual report on CSR Activities is laid down in Annexure V which forms part of this Report.

22. Insurance

The Company has taken the required insurance coverage for its assets against the possible risks like free, food, public liability, marine, etc.

23. Nature of Business

There is no change in the nature of business during the period under review.

24. Details of Significant & Material Orders

No significant and material order has been passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and Company's operations in future, details of which needs to be disclosed in the Board's Report as Section 134 (3)(q) read with Rule 8 of Companies (Accounts) Rules, 2014.

25. Details in Respect of Adequacy of Internal Financial Controls

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

26. Disclosure of Remuneration

The information as required in accordance with Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details regarding the remuneration and other requisite details are mentioned in the Annexure II attached hereto.

No Employee, other than Mr Hari Chand Aggarwal, Chairman cum Whole-time Director and Mr Rajesh Aggarwal, Managing Director of the Company draw remuneration in excess of limit prescribed under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Managerial Personnel ) Rules, 2014. Requisite details of remuneration paid to Mr Hari Chand Aggarwal and Mr Rajesh Aggarwal (From April 1, 2014 to March 31, 2015) pursuant to the said provisions is as details herein:

Name Hari Chand Aggarwal Rajesh Aggarwal

Designation Chairman cum Whole-time Director Managing Director

Nature of employment Permanent Permanent

Salary Rs,75.99 Lacs Rs,63.39 Lacs

Qualification High School B.Com & Diploma in "Marketing & Formulation of Pesticides"

Total Experience More than 41 Years More than 21 Years

Date of Commencement of Employment 21-10-2001 18-12-1996

Previous Employment HIM Pulverizing Mills Limited HIM Pulverizing Mills Limited

Percentage of equity shares held by the 4.85 27.82 employee in the Company

Relationship with any director or manager of Father of Mr Rajesh Aggarwal and Father in Son of Mr Hari Chand Aggarwal and the Company law of Mrs. Nikunj Aggarwal Spouse of Mrs. Nikunj Aggarwal

No director of the Company who is receiving commission from the Company is in receipt of any remuneration or commission from any holding company or subsidiary company of the Company

Total remuneration includes Salary Bonus, Allowances, Company's contribution to Provident Fund, Gratuity and Other Perquisites and benefits valued as per the Income Tax Act, 1961.

27. Risk Management

The Company has formulated the Risk Management Policy through which the Company has identified various risks like, strategy risk, industry and competition risk, operation risk, liability risks, resource risk, technological risk, financial risk. The Company faces constant pressure from the evolving marketplace that impacts important issues in risk management and threatens profit margins. The Company emphasizes on those risks that threaten the achievement of business objectives of the Group over the short to medium term. Your Company has adopted the mechanism for periodic assessment to identify analyze, and mitigation of the risk.

The appropriate risk identification method will depend on the application area (i.e. nature of activities and the hazard groups), the nature of the project, the project phase, resources available, regulatory requirements and client requirements as to objectives, desired outcome and the required level of detail.

The trend line assessment of risks, analysis of exposure and potential impact shall be carried out. Mitigation plans shall be finalized, owners identified, and progress of mitigation actions shall be regularly and periodically monitored and reviewed.

Treatment options which are not necessarily mutually exclusive or appropriate in all circumstances shall be driven by outcomes that include:

- Avoiding the risk,

- Reducing (mitigating) the risk,

- Transferring (sharing) the risk, and

- Retaining (accepting) the risk.

28. Performance Evaluation Report

In terms of Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges, there is requirement of formal evaluation by the Board of its own performance and that of its committees and individual directors.

The evaluation of individual directors and the Board as a whole was conducted based on criteria and framework adopted by the Board. The evaluation criteria has been explained in the Nomination and Remuneration Policy adopted by the Board and forms part of this Annual Report.

29. Management Discussion And Analysis

Separate report on Management Discussion & Analysis is appended herewith.

30. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

In terms of requirement of clause (m) of sub-section (3) of Section 134 of the Companies Act, 2013 read with the Companies Account(s) Rules, 2014, the particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure I to this report.

31. Disclosure under the Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy ('Policy') in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013. Your Directors state that during the year under review, no cases of sexual harassment have been reported.

32. Appreciation

The Directors wish to thank Creditors, Investors, Banks and Government Authorities for their continued support. The Directors also wish to place on record their deep sense of gratitude for the committed services of the Executives Staff and Workers of the Company We would also like to express sincere thanks to our Shareholders for their confidence and understanding.

For and on behalf of the Board

Insecticides (India) Limited

(Hari Chand Aggarwal)

Place: Delhi Chairman

Dated: August 25, 2015 DIN-00577015


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 17th Annual Report and the Audited Accounts for the financial year ended March 31, 2014.

1. FINANCIAL RESULTS (Rs. In Lacs) Particulars Current Year Previous Year March 31, 2014 March 31, 2013

Revenue from Operations (Net) 86408.16 61667.93 Other Income 45.37 20.62 Total Income 86453.54 61688.55 Earnings before Depreciation, Interest & Taxation (EBDITA) 8221.87 6951.66 Less: Finance Costs 2691.17 1735.19 Depreciation 665.55 576.46 Profit before Taxation (PBT) 4865.15 4640.01 Less: Current Tax 1062.34 1109.94 Mat Credit Entitlement (500.00) (730.00) Deferred Tax 308.55 728.30 Profit after Tax (PAT) 3994.27 3531.77 Amount Available for Appropriation 19045.93 15960.81 Proposed Final Dividend 380.49 380.49 Income Tax on the Proposed Final Dividend 64.66 64.66 Transfer to General Reserve 486.52 464.00 Balance Carried Forward to Balance Sheet 18114.26 15051.66

2. REVIEW OF PERFORMANCE

During the year under review, the Net Turnover of the Company rose to Rs. 86408.16 Lacs as against Rs. 61667.93 Lacs reported last year, registering a growth of 40%. The Company has earned Net Profit Rs. 3994.27 Lacs, as against the Net Profit of 3531.77 Lacs reported last year, registering a growth of 13%. The improvement in performance of your Company could mainly be attributed to better capacity utilization, ongoing emphasis on productivity and efficiency, improvement in all areas of operation.

3. DIVIDEND

The Board of Directors has recommended a Final Dividend of Rs. 3.00 per Equity Share for the year 2013-14 (Previous Year Rs. 3.00 per Equity Share). The final dividend, if approved at the ensuing Annual General Meeting will be paid to all those Equity Shareholders whose name appear on the Register of Members as on book closure date. The amount of dividend and the tax thereon aggregates to Rs.380.49 Lacs and Rs.64.66 Lacs.

4. FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public under Section 58A and 58AA of the Companies Act, 1956 during the year under review. At end of the year, there were no unclaimed, unpaid or overdue deposits.

5. POLLUTION CONTROL

The Company has taken various initiatives to keep the environment free from pollution. It has already installed various devices in the factories to control the pollution.

6. SUBSIDIARY COMPANY

There is no any Subsidiary Company (ies) of the Company during the year under review.

7. DIRECTORS

The Board comprises of Eight Directors. During the year, there has been change in the composition of the Board.

In compliance of the Companies Act, 2013 and in pursuant of Clause 49 of the Listing Agreement with Stock Exchanges, the Company had appointed, Mr. Navneet Goel, Mr. Gopal Chandra Agarwal, Mr. Virjesh Kumar Gupta, Mr. Navin Shah and Mr. Anil Kumar Singh as Independent Directors.

In accordance with the provisions of Section 149 of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the notice of the forthcoming Annual General Meeting of the Company.

The Company has received declarations from all Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with Stock Exchanges.

Further, Company has appointed three Key Managerial Personnel in the Company. Mr. Rajesh Aggarwal as Managing Director and WKMP, Mr. Sandeep Aggarwal as CFO and WKMP and Mr. Pankaj Gupta as CS and WKMP

8.DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that: i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the Directors had selected such accounting polices 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 at the end of the financial year and of the profit of the Company for the year;

iii) the Directors had 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; and

iv) the Directors have prepared the annual accounts on a going concern basis. In terms of the requirement of Accounting Standards, Segment-wise Results are shown in the Notes to Accounts. 9. CORPORATE GOVERNANCE

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A report on the Corporate Governance Practices followed by the Company, the Auditors'' Certificate on compliance of mandatory requirements thereof and Management Discussion and Analysis are attached to this report. 10.AUDITORS The Statutory Auditors M/s Mohit Parekh & Co., Chartered Accountants having Firm Registration No.002067N hold office until the conclusion of the ensuing Annual General Meeting, is eligible for appointment. They have furnished the certificate of their eligibility for appointment as required under the Companies Act. 11. COST AUDITORS

M/s A.G.S. & Associates, Cost Accountants has reappointed as Cost Auditors of the Company for conducting audit of the cost records maintained by the Company in respect of Insecticides for the year 2014-15. The cost audit report for the financial year 2012-13 issued by M/s A.G.S. & Associates, Cost Auditors, was filed with the Ministry of Corporate Affairs (MCA) with in time. 12. INVESTMENT

During the year, your Company has invested in the shares (as Portfolio Investment) of OAT Agrio Co., Ltd. (Formally known as Otsuka AgriTechno Co., Ltd.), Japan and also buy the stake of Joint Venture Company, OAT & IIL India Laboratories Private Limited.

13. CORPORATE SOCIALRESPONSIBILITY

The Company is contributing to sustainable development by its economic activities combined with the fulfillment of its Social Responsibilities relating to the Education, Health, Safety and Environment Aspects. The Company has constituted the CSR Committee pursuant to Companies Act, 2013.

14. INSURANCE

The Company has takenthe required insurance coverage for its assets against the possible risks like Fire, Flood, Public Liability, Marine, etc.

15. THECOMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975 AS AMENDED

No Employee, other than Mr. Hari Chand Aggarwal, Chairman cum Whole-time Director and Mr. Rajesh Aggarwal, Managing Director of the Company draw Remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended. Requisite details of Remuneration paid to Mr. Hari Chand Aggarwal and Mr. Rajesh Aggarwal (From April 1, 2013 to March 31, 2014) pursuant to the said provisions, is as details herein:

Name Hari Chand Aggarwal Designation Chairman cum Whole-time Director Age 65 Years Salary Rs. 75.99 Lacs Qualification High School Total Experience More than 40 Year Previous Employment HIM Pulverizing Mills Limited Name Rajesh Aggarwal Designation Managing Director Age 44 Years Salary Rs.63.32 Lacs Qualification B.com & Diploma in "Marketing & Formulation of Pesticides)" Total Experience More than 20 Year Previous Employment HIM Pulverizing Mills Limited

Total Remuneration includes Salary, Bonus, Allowances, Company''s contribution to Provident Fund, Gratuity and Other Perquisites and Benefits valued as per the Income Tax Act, 1961.

16. ENERGY, TECHNOLGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO A Statement containing necessary information, as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed hereto.

17. APPRECIATION

The Directors wish to thank Creditors, Investors, Banks and Government Authorities for their continued support. The Directors also wish to place on record their deep sense of gratitude for the committed services of the Executives Staff and Workers of the Company.

We would also like to express sincere thanks to our Shareholders for their confidence and understanding.

For and on behalf of the Board Insecticides (India) Limited Place : Delhi Dated : August 14, 2014 (Hari Chand Aggarwal) Chairman DIN-00577015

FD-42, Vishakha Enclave, Pitampura, Delhi-110034


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 16th Annual Report and the Audited Accounts for the financial year ended March 31, 2013.

1. FINANCIAL RESULTS

(Rs.in Lacs) Particulars Current Year Previous Year March 31, 2013 March 31, 2012

Revenue from Operations (Net) 61667.93 52175.58

Other Income 20.62 8.52

Total Income 61688.55 52184.10

Earnings before Interest, Depreciation & Taxation (EBIDTA) 6951.66 5644.78

Less: Finance Costs 1735.19 1114.43

Depreciation 576.46 235.66

Profit before Taxation (PBT) 4640.01 4294.69

Less: Current Tax 1109.94 908.28

Mat Credit Entitlement (730.00) Nil

Deferred Tax 728.30 84.89

Profit after Tax (PAT) 3531.77 3301.52

Amount Available for Appropriation 15960.81 13127.70

Proposed Final Dividend 380.49 317.07

Income Tax on the Proposed Final Dividend 64.66 51.44

Transfer to General Reserve 464.00 330.15

Balance carried forward to Balance Sheet 15051.66 12429.04

2. REVIEW OF PERFORMANCE

During the year under review, the net turnover of the company rose to Rs. 61667.93 Lacs as against Rs. 52175.58 Lacs reported last year, registering a growth of 18%. The Company has earned net profit Rs. 3531.77 Lacs, as against the net profit of Rs. 3301.52 Lacs reported last year, registering a growth of 7%. The improvement in performance of your company could mainly be attributed to better capacity utilization, ongoing emphasis on productivity and efficiency, improvement in all areas of operation.

3. DIVIDEND

The Board of Directors has recommended a final dividend of Rs. 3.00 per Equity Share for the year 2012-13 (Previous year Rs. 2.50 per Equity Share). The final dividend, if approved at the ensuing Annual General Meeting will be paid to all those Equity Shareholders whose name appear on the Register of Members as on August 19, 2013. The amount of dividend and the tax thereon aggregates to Rs. 380.49 Lacs and Rs. 64.66 Lacs.

4. FIXED DEPOSITS

The Company continues to accept the deposits under Section 58-A and 58AA of the Companies Act, 1956, and as on March 31, 2013 there was no overdue deposit with the Company. At the end of the year, there were no unclaimed, unpaid or overdue deposits.

5. POLLUTION CONTROL

The Company has taken various initiatives to keep the environment free from pollution. It has already installed various devices in the factories to control the pollution.

6. SUBSIDIARY COMPANY

During the year, there is no any subsidiary company (ies) of the Company.

7. DIRECTORS

Presently your Board constitutes of 8 (Eight) Directors comprising of Mr. Hari Chand Aggarwal as Chairman, Mr. Rajesh Aggarwal as Managing Director, Mrs. Nikunj Aggarwal as Whole time Director, Mr. Virjesh Kumar Gupta, Mr. Navneet Goel, Mr. Gopal Chandra Agarwal, Mr. Navin Shah and Mr. Anil Kumar Singh being the Independent & Non-executive Directors.

Pursuant to the provisions of Section 256 of the Companies Act, 1956 and in accordance with Article 89 of the Articles of Association of the Company, Mr. Anil Kumar Singh and Mr. Navin Shah, Directors of the Company who retires by rotation in the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Details of the Directors seeking re-appointment as required under Clause 49(VI) of the Listing Agreement entered into with the Stock Exchanges are provided in the Notice forming part of this Annual Report.

Mr. Virjesh Kumar Gupta appointed as an Additional Director with effect from September 25, 2012. They hold office up to the date of ensuing Annual General Meeting. Mrs. Nikunj Aggarwal appointed as a Whole-time Director with effect from May 2, 2013. The Board is of the opinion that their association with the company will be beneficial to the company and hence recommend the resolutions for yours approval.

Mr. Rajender Pershad Gupta resigned from the Board with effect from September 25, 2012 due to not better health and Mr. Sanjeev Bansal resigned from the Board with effect from May 1, 2013 due to increased own business growth. Your directors wish to place on record their sincere appreciation of valuable advice received from them during their tenure as Directors.

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 274(1)(g) of the Companies Act, 1956.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the directors had selected such accounting polices 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 at the end of the financial year and of the profit of the company for the year;

iii) the directors had 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; and

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

In terms of the requirement of Accounting Standards, Segment-wise Results are shown in the Notes to Accounts.

9. CORPORATE GOVERNANCE

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance.

A report on the Corporate Governance practices followed by the Company, the Auditors’ Certificate on compliance of mandatory requirements thereof and Management Discussion and Analysis are attached to this report.

10. AUDITORS AND AUDITORS’ REPORT

The Company recommends the appointment Messer Mohit Parekh & Co., Chartered Accountants, Statutory Auditors of the Company, subject to the approval of Members at the ensuing Annual General Meeting. The Company has received a letter from Messer Mohit Parekh & Co., Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the said Act. The Auditors have also confirmed that they hold a valid certificate issued by the ‘Peer Review Board’ of Institute of Chartered Accountants of India (ICAI).

The notes on accounts referred to the Auditors’ Report are self-explanatory and therefore do not call for any further comments.

11. COST AUDITORS

M/s A.G.S. & Associates, Cost Accountants were re-appointed as Cost Auditors of the Company for conducting audit of the cost accounts maintained by the Company in respect of Insecticides for the year 2013-14.

The cost audit report for the financial year 2011-12 issued by M/s A.G.S. & Associates, Cost Auditors, was filed with the Ministry of Corporate Affairs (MCA) on timely.

12. FOREIGN COLLABORATION AND JOINT VENTURE

During the year, your company has tied-up with Nissan Chemical Industries, Ltd. (Japan) for marketing of their product (Hakama) in India and also entered in technical collaboration with US-based M/s American Vanguard Corporation (AMVAC) regarding manufacturing and marketing of their product (NUVAN) in India.

Your Company has also entered in to joint venture (JV) with M/s Otsuka AgriTechno Co. Ltd (OAT), Japan to set up a new research and development (R&D) Centre at Chopanki (Rajasthan) for new products in the country.

13. COMMENCEMENT OF PRODUCTION

During the year, your company has commenced the production in the new established technical plant situated at Dahej (Gujarat).

14. CORPORATE SOCIAL RESPONSIBILITY

The Company is contributing to sustainable development by its economic activities combined with the fulfillment of its social responsibilities relating to the education, health, safety and environment aspects.

15. INSURANCE

The Company has taken the required insurance coverage for its assets against the possible risks like fire, flood, public liability, marine, etc.

16. THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975 AS AMENDED

No Employee, other than Mr. Rajesh Aggarwal, Managing Director of the Company draw remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employess) Rules, 1975 as amended. Requisite details of remuneration paid to Mr. Rajesh Aggarwal (From April 2012 to March 31, 2013 pursuant to the said provisions, is as details herein:

Name Rajesh Aggarwal

Designation Managing Director

Age 43 Years

Salary Rs. 63 Lacs

Qualification B.Com & Diploma in "Marketing & Formulation of Pesticides)"

Total Experience More than 20 Year

Previous Employement HIM Pulverizing Mills Limited

Total remuneration includes salary, Bonus, Alluances, Company’s contribution to Providend Fund, Gratuity and Other Perquisities and benefits valued as per the Income Tax Act, 1961.

17. ENERGY, TECHNOLGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

A Statement containing necessary information, as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed hereto.

18. CASH FLOW ANALYSIS

The Cash Flow Statement for the year under reference in terms of Clause 32 of the Listing Agreement with the Stock Exchanges is annexed hereto.

19. APPRECIATION

The Directors wish to thank Creditors, Investors, Banks and Government Authorities for their continued support. The Directors also wish to place on record their deep sense of gratitude for the committed services of the Executives Staff and Workers of the Company.

We would also like to express sincere thanks to our Shareholders for their confidence and understanding.

For and on behalf of the Board

Insecticides (India) Limited

(Hari Chand Aggarwal)

Place : Delhi Chairman

Dated : July 26, 2013 DIN-00577015


Mar 31, 2012

The Directors have pleasure in presenting the Fifteenth Annual Report and the Audited Statements of Accounts of the Company for the year ended March 31, 2012.

1. FINANCIAL RESULTS

(Rs. In Lacs)

Particulars Current Year Previous Year March 31, 2012 March 31, 2011

Turnover (Net) 52175.58 45009.75

Other Income 8.52 14.71

Total Income 52184.10 45024.46

Earnings before Interest, Depreciation & Taxation 5644.78 4521.10 (EBIDTA)

Less: Finance Costs 1114.43 98.80

Depreciation 235.66 152.96

Profit before Taxation (PBT) 4294.69 4126.11

Less: Provision for Income Tax 908.28 867.69

Deferred Tax 84.89 36.81

Profit after Tax (PAT) 3301.52 3221.61

Amount available for appropriation 13127.70 10516.85

Proposed Final Dividend 317.07 317.07

Income Tax on the Proposed Final Dividend 51.44 51.44

Transfer to General Reserve 330.15 322.16

Balance carried forward to Balance Sheet 12429.04 9826.18

2. REVIEW OF PERFORMANCE

During the year under review, the net turnover of the Company rose to Rs.52175.58 Lacs as against Rs.45009.75 Lacs reported last year, registering a growth of 16%. The Company has earned net profit Rs.3301.52 Lacs, as against the net profit of Rs.3221.61 Lacs reported last year, registering a growth of 2%. The improvement in performance of your Company could mainly be attributed to better capacity utilization, ongoing emphasis on productivity and efficiency, improvement in all areas of operation.

3. DIVIDEND

The Board of Directors has recommended a final dividend of Rs.2.50 per Equity Share for the year 2011-12 (Previous year Rs.2.50 per Equity Share). The final dividend, if approved at the ensuing Annual General Meeting will be paid to all those Equity Shareholders whose name appear in the Register of Members as on September 19, 2012. The amount of dividend and the tax thereon aggregates to Rs.317.07 Lacs and Rs.51.44 Lacs.

4. FIXED DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits within the meaning of Section 58-A and 58AA of the Companies Act, 1956 and rules made there under.

5. POLLUTION CONTROL

The Company has taken various initiatives to keep the environment free from pollution. It has already installed various devices in the factories to control the pollution.

6. SUBSIDIARY COMPANY

During the year, there is no any subsidiary company (ies) of the Company.

7. DIRECTORS

Presently your Board constitutes of Eight (8) Directors comprising of Mr. Hari Chand Aggarwal as Chairman, Mr. Rajesh Aggarwal as Managing Director, Mr. Sanjeev Bansal as Whole-time Director, Mr. Rajender Pershad Gupta, Mr. Navneet Goel, Mr. Gopal Chandra Agarwal, Mr. Navin Shah and Mr. Anil Kumar Singh being the Independent & Non-executive Directors.

Pursuant to the provisions of Section 256 of the Companies Act, 1956 and in accordance with Article 89 of the Articles of Association of the Company, Mr. Rajender Pershad Gupta and Mr. Navneet Goel, Directors of the Company who retires by rotation in the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Details of the Directors seeking re-appointment as required under Clause 49(VI) of the Listing Agreements entered into with the Stock Exchanges are provided in the Notice forming part of this Annual Report.

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 274(1)(g) of the Companies Act, 1956.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards read with requirements set out under Schedule VI of the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) The Directors have selected such accounting polices 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 at the end of the financial year and of the profit of the Company for the year ended on that date;

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; and

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

9. CORPORATE GOVERNANCE

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance.

A report on the Corporate Governance practices followed by the Company, the Auditors' Certificate on compliance of mandatory requirements thereof and Management Discussion and Analysis are attached to this report.

10. AUDITORS AND AUDITORS' REPORT

The Company recommends the appointment Messer Mohit Parekh & Co., Chartered Accountants, Statutory Auditors of the Company, subject to the approval of Members at the ensuing Annual General Meeting. The Company has received a letter from Messer Mohit Parekh & Co., Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the said Act. The Auditors have also confirmed that they hold a valid certificate issued by the 'Peer Review Board' of Institute of Chartered Accountants of India (ICAI).

The notes on accounts referred to the Auditors' Report are self-explanatory and therefore do not call for any further comments.

11. COST AUDITORS

M/s A.G.S. & Associates, Cost Accountants were re-appointed as Cost Auditors of the Company for conducting audit of the cost accounts maintained by the Company in respect of Insecticides for the year 2012-13.

12. EXCISE DUTY

During the year under review, a sum of Rs.3232.64 Lacs was paid on account of Excise Duty on various products manufactured by your Company.

13. HUMAN RESOURCES

Inspite of a challenging year with demands of the products decreasing, cordial industrial relations environment prevailed at all the manufacturing units of the Company during the year.

14. QUALITY POLICY/CERTIFICATION

The Company is committed to provide consistent good quality products to its customers worldwide and for achievement of world class quality in the products manufactured, every employee is involved in ensuring quality of products at all times. Management on its part is fully committed to further improve quality and provides all resources to accomplish this task. The Company is also committed to continually improve safety and health of employees and working environment through institutionalizing proactive safety, health and environmental management strategies.

15. CREDIT RATING

Your Company has sustained its long term credit rating of CRISIL A/Stable and its short term credit rating of CRISIL A1 by CRISIL Limited. This indicates a very strong degree of safety with regard to timely payment of interest and principal.

16. CORPORATE SOCIAL RESPONSIBILITY

The Company is contributing to sustainable development by its economic activities combined with the fulfillment of its social responsibilities relating to the education, health, safety and environment aspects.

17. INSURANCE

The Company has taken the required insurance coverage for its assets against the possible risks like fire, bulgury, flood, public liability, marine, etc.

18. EXPORT

During the year, the export turnover is Rs.55.49 Lacs compared to Rs.35.90 Lacs achieved during the previous year. The Company has participated in various exhibitions and conferences through the World and the Company is planning for registration in various countries.

19. FOREIGN COLLABORATION

During the year, your company has tied-up with Nissan Chemical Industries, Ltd. (Japan) for marketing of their Patented Product (Pulsor) in India.

20. COMMENCEMENT OF PRODUCTION

During the year, your company has commenced the production in the new established formulation plant situated at Dahej (Gujarat) and Udhampur (J&K).

21. R & D SIGNS AGREEMENT WITH CSIR

During the year, your Company has entered into an agreement with National Research Development Corporation, an Enterprise of Department of Scientific & Industrial Research, Ministry of Science & Technology, Government of India regarding Technology support for research and development of 3-methyl-N-nitroimino perhydro-1,3,5-oxadiazine (MNIO).

22. THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975 AS AMENDED

During the year under report, there was no employee drawing a salary exceeding the limits prescribed u/s 217 (2A) of the Companies Act, 1956 read with rules made there under.

23. ENERGY, TECHNOLGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

A Statement containing necessary information, as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed hereto.

24. CASH FLOW ANALYSIS

The Cash Flow Statement for the year under reference in terms of Clause 32 of the Listing Agreement with the Stock Exchanges is annexed hereto.

25. APPRECIATION

The Directors wish to thank Creditors, Investors, Banks and Government Authorities for their continued support. The Directors also wish to place on record their deep sense of gratitude for the committed services of the Executives Staff and Workers of the Company.

We would also like to express sincere thanks to our Shareholders for their confidence and understanding.

For and on behalf of the Board

Insecticides (India) Limited

(Hari Chand Aggarwal)

Place : Delhi Chairman

Dated : August 29, 2012 DIN-00577015


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Fourteenth Annual Report and the Audited Statements of Accounts of the Company for the year ended on March 31,2011.

1. FINANCIAL RESULTS (Rs. in Lacs)

Particulars Current Year Previous Year March 31, 2011 March 31, 2010

Turnover 47790.21 39686.81

Other Income 15.25 128.53

Total Income 47805.46 39815.34

Earnings before Interest, 4521.10 3653.55 Depreciation & Taxation (EBIDTA)

Less : Interest & Financial 242.03 251.68 Charges

Depreciation 152.96 120.01

Profit before Taxation (PBT) 4126.11 3281.86

Less: Provision for Income Tax 864.38 432.65

Deferred Tax 36.81 27.52

Wealth Tax 3.31 -

Profit after Tax (PAT) 3221.61 2821.69

Amount available for 10516.86 7783.44 appropriation

Proposed Final Dividend 317.08 253.66

Income Tax on the Proposed 51.44 42.13 Final Dividend

Transfer to General Reserve 322.16 211.63

Balance carried forward to 9826.18 7295.25 Balance Sheet

2. REVIEW OF PERFORMANCE

During the year under review, the turnover of the Company rose to Rs. 47790.21 lacs as against Rs. 39686.81 lacs reported last year, registering a growth of 20%. The Company has earned net profit Rs. 3221.61 lacs, as against the net profit of Rs. 2821.69 lacs reported last year, registering a growth of 14%. The improvement in performance of your Company could mainly be attributed to better capacity utilization, ongoing emphasis on productivity and efficiency, improvement in all areas of operation.

3. DIVIDEND

The Board of Directors has recommended a final dividend of Rs. 2.50 (25%) per Equity Share for the year 2010-11 (Previous year Rs. 2.00 (20%) per Equity Share). The final dividend, if approved at the ensuing Annual General Meeting will be paid to all those Equity Shareholders whose name appear on the Register of Members as on August 23,2011. The amount of dividend and the tax thereon aggregates to Rs. 317.08 lacs and Rs. 51.44 lacs.

4. FIXED DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits within the meaning of Section 58-A and 58AA of the Companies Act, 1956 and rules made there under.

5. POLLUTION CONTROL

The Company has taken various initiatives to keep the environment free from pollution. It has already installed various devices in the factories to control the pollution.

6. SUBSIDIARY COMPANY

During the year, there is no any subsidiary company (ies) of the Company.

7. DIRECTORS

Presently your Board constitutes of Eight (8) Directors comprising of Mr. Hari Chand Aggarwal as Chairman, Mr. Rajesh Aggarwal as Managing Director, Mr. Sanjeev Bansal as Whole-time Director, Mr. Rajender Pershad Gupta, Mr. Navneet Goel, Mr. Gopal Chandra Agarwal, Mr. Navin Shah and Mr. Anil Kumar Singh being the Independent & Non- executive Directors.

Pursuant to the provisions of Section 256 of the Companies Act, 1956 and in accordance with Article 89 of the Articles of Association of the Company, Mr. Navin Shah and Mr. Gopal Chandra Agarwal, Directors of the Company who retires by rotation in the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Details of the Directors seeking re-appointment as required under Clause 49(VI) of the Listing Agreements entered into with the Stock Exchanges are provided in the Notice forming part of this Annual Report.

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 274(1)(g) of the Companies Act, 1956.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the annual accounts for the year ended on March 31, 2011, the applicable accounting standards read with requirements set out under Schedule VI of the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) The Directors have selected such accounting polices 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 at the end of the financial year and of the profit of the Company for the year ended on that date;

iii) The Directors have 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; and

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

9. CORPORATE GOVERNANCE

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance.

A report on the Corporate Governance practices followed by the Company, the Auditors' Certificate on compliance of mandatory requirements thereof and Management Discussion and Analysis are attached to this report.

10. AUDITORS AND AUDITORS' REPORT

The Company recommends the appointment Messer Mohit Parekh & Co., Chartered Accountants, Statutory Auditors of the Company, subject to the approval of Members at the ensuing Annual General Meeting. The Company has received a letter from Messer Mohit Parekh & Co., Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the said Act. The Auditors have also confirmed that they hold a valid certificate issued by the ‘Peer Review Board' of Institute of Chartered Accountants of India (ICAI).

The notes on accounts referred to the Auditors' Report are self-explanatory and therefore do not call for any further comments.

11. COST AUDITORS

In reference General Circular No. 15/201 and 52/5/CAB- 2011 issued by the Ministary of Corporate Affaries (MCA), M/s A.G.S. & Associates, Cost Accountants have been appointed as Cost Auditors of the Company for conducting audit of the cost accounts maintained by the Company in respect of Insecticides for the year 2011-12.

12. EXCISE DUTY

During the year under review, a sum of Rs. 2780.46 lacs was paid on account of Excise Duty on various products manufactured by your Company.

13. HUMAN RESOURCES

Inspite of a challenging year with demands of the products decreasing, cordial industrial relations environment prevailed at all the manufacturing units of the Company during the year.

14. QUALITY POLICY/CERTIFICATION

The Company is committed to provide consistent good quality products to its customers worldwide and for achievement of world class quality in the products manufactured, every employee is involved in ensuring quality of products at all times. Management on its part is fully committed to further improve quality and provides all resources to accomplish this task. The Company is also committed to continually improve safety and health of employees and working environment through institutionalizing proactive safety, health and environmental management strategies.

15. CREDIT RATING

Your Company has sustained its long term credit rating of A/Stable and its short term credit rating of P1 by CRISIL. This indicates a very strong degree of safety with regard to timely payment of interest and principal.

16. PHASE - II OF EXPENSION (AS PER PROSPECTUS) - PRESENT STATUS

The Company have successfully commenced the commercial production from both units one of unit at Udhampur (J&K) and other unit at Dahej, Gujarat.

17. CORPORATE SOCIAL RESPONSIBILITY

The Company is contributing to sustainable development by its economic activities combined with the fulfillment of its social responsibilities relating to the education, health, safety and environment aspects.

18. EXPORT

During the year, the export turnover is Rs. 328.89 lacs compared to Rs. 79.06 lacs achieved during the previous year. The Company has participated in various exhibitions and conferences through the World and the Company is planning for registration in various countries.

19. INSURANCE

The Company has taken the required insurance coverage for its assets against the possible risks like fire, flood, public liability, marine, etc.

20. BRAND ACQUISITION

Your Company has acquired the Brand “MONOCIL” from NOCIL Limited. The said brand is most popular in Indian Farming Community and this is largest saling product in generic category.

21. THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975 AS AMENDED

During the year under report, there was no employee drawing a salary exceeding the limits prescribed u/s 217 (2A) of the Companies Act, 1956 read with rules made there under.

22. ENERGY, TECHNOLGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

A Statement containing necessary information, as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed hereto.

23. CASH FLOW ANALYSIS

The Cash Flow Statement for the year under reference in terms of Clause 32 of the Listing Agreement with the Stock Exchanges is attached to this report.

24. APPRECIATION

The Directors wish to thank Creditors, Investors, Banks and Government Authorities for their continued support. The Directors also wish to place on record their deep sense of gratitude for the committed services of the Executives Staff and Workers of the Company.

We would also like to express sincere thanks to our Shareholders for their confidence and understanding.

For and on behalf of the Board Insecticides (India) Limited

(Hari Chand Aggarwal) Chairman DIN-00577015

Place : Delhi Date : May 30,2011


Mar 31, 2010

The Directors have pleasure in presenting the Thirteenth Annual Report and the Audited Statements of Accounts of the Company for the year ended March 31, 2010.

1. FINANCIAL RESULTS (Rs. in Lacs)

Particulars Current Year Previous Year

March 31, 2010 March 31, 2009

Turnover 39686.81 29448.62

Other Income 128.53 145.79

Total Income 39815.34 29594.41

Earnings before Interest, 3653.55 2805.22

Depreciation & Taxation

(EBIDTA)

Less: Interest & Financial 251.68 281.62

Charges

Depreciation 120.01 111.57

Profit before Taxation 3281.86 2412.03 (PBT)

Less: Provision for 432.65 275.00 Income Tax

Provision for Fringe - 23.05 Benefit Tax

Deferred Tax 27.52 37.96

Profit after Tax (PAT) 2821.69 2076.02

Amount available for 7783.44 5414.47

appropriation

Proposed Final Dividend 253.66 253.66

Income Tax on the Proposed 42.13 43.11

Final Dividend

Transfer to General Reserve 211.63 155.95

Balance carried forward to

Balance Sheet 7276.02 4961.75

2. REVIEW OF PERFORMANCE

During the year under review, the turnover of the Company rose to Rs. 39686.81 Lacs as against Rs. 29448.62 Lacs reported last year, registering a growth of 35%. The Company has earned net profit Rs.2821.69 Lacs as against the net profit of Rs. 2076.02 Lacs reported last year, registering a growth of 36%. The improvement in performance of your Company could mainly be attributed to better capacity utilization, ongoing emphasis on productivity and efficiency, improvement in all areas of operation.

3. DIVIDEND

The Board of Directors has recommended a final dividend of Rs. 2.00 per Equity Share for the year 2009-10 (Previous year Rs. 2.00 per Equity Share). The final dividend, if approved at the ensuing Annual General Meeting will be paid to all those Equity Shareholders whose name appear on the Register of Members as on August 16, 2010. The amount of dividend and the tax thereon aggregates to Rs.253.66 Lacs and Rs.42.13 Lacs.

4. FIXED DEPOSITS

The Company continues to accept the deposits under Section 58A and 58AA of the Companies Act, 1956, and as on March 31, 2010 there was no overdue deposit with the Company. All deposits due for payment were either paid or renewed during the year.

5. POLLUTION CONTROL

The Company has taken various initiatives to keep the environment free from pollution. It has already installed various devices in the factory to control the pollution.

6. SUBSIDIARY COMPANY

During the year under review, the wholly owned subsidiary company "Advance Crop Solutions Limited" has amalgamated with the Company under order passed by the Honble Delhi High Court, New Delhi dated on January 19, 2010 which came in to effect from the appointed date i.e. April 1, 2009.

7. SCHEME OF AMALGAMATION

During the year under review, a Scheme of Amalgamation u/s 391/394 of the Companies Act, 1956, (the Scheme) for amalgamation of "Advance Crop Solutions Limited," the wholly owned subsidiary with the Company was approved by the Honble Delhi High Court, New Delhi vide their respective order dated January 19, 2010 which came into effect from the appointed date i.e. April 1, 2009. Accordingly, the results of the Company on standalone basis for the year ended March 31, 2010 include the results of Advance Crop Solutions Limited for the 11 months period from April 1, 2009 to February 28, 2010. Please also refer to Note on Scheme of Amalgamation given in Notes to Accounts in this report.

8. DIRECTORS

Presently your Board constitutes of Eight (8) Directors comprising of Mr. Hari Chand Aggarwal as Chairman, Mr. Rajesh Aggarwal as Managing Director, Mr. Sanjeev Bansal as Whole-time Director, Mr. Rajender Pershad Gupta, Mr. Navneet Goel, Mr. Gopal Chandra Agarwal, Mr. Navin Shah and Mr. Anil Kumar Singh being the Independent & Non- executive Directors.

Pursuant to provisions of Section 256 of the Companies Act, 1956 and in accordance with Article 89 of the Articles of Association of the Company, Mr. Navneet Goel and Mr. Anil Kumar Singh, Directors of the Company who retires by rotation in the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Details of the Directors seeking re-appointment as required under Clause 49(VI) of the Listing Agreements entered into with the Stock Exchanges are provided in the Notice forming part of this Annual Report.

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 274(l)(g) of the Companies Act, 1956.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the annual accounts for the year ended March 31, 2010, the applicable accounting standards have been followed and no material departures have been made from the accounts;

ii) The Directors have selected such accounting polices 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 at the end of the financial year and of the profit of the Company for the year ended on that date;

iii) The Directors have 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; and

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

10. CORPORATE GOVERNANCE

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance.

A report on the Corporate Governance practices followed by the Company, the Auditors Certificate on compliance of mandatory requirements thereof and Management Discussion and Analysis are given as annexure to this report.

11. AUDITORS AND AUDITORS REPORT

The Company recommends the appointment Messer Mohit Parekh & Co., Chartered Accountants, Statutory Auditors of the Company, subject to the approval of Members at the ensuing Annual General Meeting. The Company has received a letter from Messer Mohit Parekh & Co., Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the said Act.

The notes on accounts referred to the Auditors Report are self-explanatory and therefore do not call for any further comments.

12. EXCISE DUTY

During the year under review, a sum of Rs.1951.06 Lacs was paid on account of Excise Duty on various products manufactured by your Company.

13. HUMAN RESOURCES

Inspite of a challenging year with demands of the products decreasing, cordial industrial relations environment prevailed . at all the manufacturing units of the Company during the year.

14. QUALITY POLICY/CERTIFICATION

The Company is committed to provide consistent good quality products to its customers worldwide and for achievement of world class quality in the products manufactured, every employee is involved in ensuring quality of products at all times. Management on its part is fully committed to further improve quality and provides all resources to accomplish this task. The Company is also committed to continually improve safety and health of employees and working environment through institutionalizing proactive safety, health and environmental management strategies.

15. CREDIT RATING

Your Companys rating for Fund Based Facilities has been assigned LA- (pronounced L A minus) rating by ICRA Ltd. and they have also assigned A2+ (pronounced A two plus) rating to the Non-Fund Based Facilities, availed by the Company. The rating has upgraded from LBBB+ (pronounced L triple B plus) on Fund Based Facilities and A2 (pronounced A two) on Non-Fund Based Facilities for the last year.

16. PHASE - II OF EXPENSION (AS PER PROSPECTUS) - PRESENT STATUS

The Company will commence the commercial production in both units one of Formulation unit at Udhampur (J&K) and other Technical & Formulation unit at Dahej, Gujarat in the current financial year 2010-11.

17. CHANGE OF CODE FOR TRADING OF SHARES

During the year under review, the Company has received new Scrip ID in BSE "INSECTCID" and Symbol in NSE "INSECTICID" w.e.f. May 11, 2009.

18. CORPORATE SOCIAL RESPONSIBILITY

The Company is contributing to sustainable development by its economic activities combined with the fulfillment of its social responsibilities relating to the education, health, safety and environment aspects.

19. EXPORT

During the year, the export turnover is Rs. 79.06 Lacs compared to Rs. 41.32 Lacs achieved during the previous year. The Company has participated in various exhibitions and conferences through the World and the Company is planning for registration in various conuntries.

20. THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975 AS AMENDED

During the year under report, there was no employee drawing a salary exceeding the limits prescribed u/s 217 (2A) of the Companies Act, 1956 read with rules made there under.

21. ENERGY, TECHNOLGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

A Statement containing necessary information, as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed hereto.

22. CASH FLOW ANALYSIS

The Cash Flow Statement for the year under reference terms of Clause 32 of the Listing Agreement with the Stock Exchanges is annexed hereto.

23. INCREASE OF COST OF PROJECTS

The increase is cost of projects is due to increase in cost of raw material, building material, civil work, strengthening of pollution control equipments, increase in plant and machinery for the purpose of increasing the production capacity and other economical factors. The variation towards cost of project are due to increase in cost or resources and no money of the company has been diverted towards any other purposes, other then the stated objects in the prospectus. The Company is using its internal accurals to meet the objects stated in the objects. All the decisions were purely business in nature and were make keeping in mind the interest of the stakeholders.

24. APPRECIATION

The Directors wish to thank Creditors, Investors, Banks and Government Authorities for their continued support. The Directors also wish to place on record their deep sense of gratitude for the committed services of the Executives Staff and Workers of the Company. We would also like to express sincere thanks to our Shareholders for their confidence and understanding. For and on behalf of the Board INSECTICIDES (INDIA) LIMITED Place : Delhi Date : May 25, 2010 (HARI CHAND AGGARWAL) Chairman DIN-00577015

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