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Directors Report of Insecticides (India) Ltd.

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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