Mar 31, 2019
To the Members,
The Directors have pleasure in presenting their 69th Annual Report on the business and operations of the Company and the financial results for the Financial Year ended March 31, 2019.
Financial Highlights
The financial performance of your Company, for the year ended March 31, 2019 is summarized below:
(Rs. in crores)
Year ended March 31, 2019 |
Year ended March 31, 2018 |
|
Total Revenue from operations |
669.58 |
672.12 |
Other Income |
21.98 |
17.22 |
Profit Before Taxes |
168.68 |
170.64 |
Taxation |
17.02 |
6.08 |
Profit After Tax |
151.66 |
164.56 |
Other Comprehensive Income |
2.79 |
3.95 |
Total Comprehensive Income |
154.45 |
168.51 |
FINANCIAL & OPERATIONAL HIGHLIGHTS
During the financial year (F.Y.) 2018-19, your Company posted a Profit After Tax (PAT) of Rs. 151.66 crore as compared to previous year''s PAT of Rs. 164.56 crore (lower by 8%). Total Comprehensive Income decreased by 8% from Rs. 168.51 crores in 2017-18 to Rs. 154.45 crores in 2018-19.
Revenue from sale of products for the year under review decreased to Rs. 657.91 crore compared to Rs. 667.44 crore for the previous F.Y. (lower by 1%).
Your Company''s seeds'' (DEKALB®) sale is lower at Rs. 449.99 crore in the F.Y. 2018-19 vis-a-vis Rs. 481.78 crore in the F.Y. 2017 - 18, (lower by 7%) due to a challenging Rabi and Spring season.
Net Sales of Roundup® during the year stands at Rs. 207.92 crore (increase of 12%) compared to the previous year net sales of Rs. 185.66 crore (including excise duty) driven by higher volumes. Revenues for 2017-18 includes excise duty up to June 30, 2017 which is discontinued with effect from July 1, 2017 upon implementation of Goods and Services Tax (GST) in India.
Details and status of merger of your Company and Bayer CropScience Limited forms a part of this report.
DIVIDEND & SHARE CAPITAL
During the financial year 2018-19, your Company had declared an interim dividend of Rs. 25/- (Rupees twenty- five only) per equity share. In addition, your Directors are pleased to recommend a payment of Rs. 25/- (Rupees Twenty-five only) per equity share as the final dividend for the financial year ended March 31, 2019.
If approved by the members at the Annual General Meeting to be held on July 4, 2019, the total dividend (interim and final dividend) for the financial year 2018-19 would be Rs. 50/- (Rupees Fifty only) per equity share.
In terms of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("hereinafter SEBI LODR") your Company has formulated the Dividend Distribution Policy of the Company which is Annexed as (Annexure 1) and forms a part of this Report. The dividend on Ordinary Shares is subject to the approval of the shareholders at the Annual General Meeting (AGM) scheduled on July 4, 2019. The Register of Members and Share Transfer Books will remain closed from Wednesday, June 12, 2019 to Friday, June 14, 2019 (both days inclusive) for the purpose of payment of the dividend for the Financial Year ended March 31, 2019.
The dividend payout for the year under review has been formulated in accordance with the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company and is in compliance with the Dividend Distribution Policy of the Company.
There has been no change in the capital structure of the Company.
TRANSFER TO RESERVES
The Company has not transferred any amount to general reserve.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Ms. Shilpa Shridhar Divekar, erstwhile Managing director resigned from the Company w.e.f. September 21, 2018 as she moved on to a Senior Leadership position at the parent Company, Bayer. She however continues to remain as a Non- executive Director of the Company
On recommendation of the Nomination and Remuneration Committee, the Board of directors have appointed Mr. Ravishankar Cherukuri as the Managing Director and Key Managerial Personnel of the Company w.e.f. September 22, 2018 for a period of three years subject to the approval of the shareholders in the ensuing general meeting.
Your directors on the recommendation of the Nomination and Remuneration Committee have appointed Ms. Aarti Arun Sathe as an Independent Woman Director of the Company w.e.f. April 1, 2019 for a period of one- year subject to the approval of the shareholders in the ensuing general meeting. This is in pursuance and in compliance with Regulation 17(1)(a) of revised SEBI LODR (Amendment) Regulations, 2018, wherein top 500 listed entities by market capitalization, shall appoint at least one-woman independent director on the Board. The terms and conditions of her appointment as entered into with Ms. Sathe has been uploaded on the website of the Company.
In accordance with provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Bangla Bose, Non-executive Director retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.
A brief profile of Mr. Bangla Bose Radhakrishna Mallepeddi, Mr. Ravishankar Cherukuri and Ms. Aarti Arun Sathe and the details of directorship held by them, forms a part of the Notice convening the 69th Annual General Meeting, contained in this Annual Report. The Independent Directors of your Company have confirmed that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 of the SEBI LODR.
The Board of directors as on the date of report comprises of three Independent Non-executive Directors, three Non-Independent Non-executive Directors and one Executive Director.
FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
Every Independent Director of the Company is provided with ongoing information about the industry and the Company so as to familiarise them with the latest developments. The Independent Directors also visit the facilities at various locations of the Company where they can visit and familiarise themselves with the operations of the Company.
The details of familiarization programs provided to the Directors of the Company are available on the Company''s website www.monsantoindia.com.
FORMAL ANNUAL EVALUATION OF BOARD OF DIRECTORS, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR, the Board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committee. The evaluation process focussed on various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board dynamics, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board, who are evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders, etc. The criteria applied in the Board evaluation process is explained in the Corporate Governance Report.
The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the independent directors who also reviewed the adequacy and flow of information to the Board. The directors expressed their satisfaction with the evaluation process.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and decide on Company/business policies and strategies apart from other Board businesses. The Board/Committee Meetings are pre-scheduled, and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.
The notice of Board meeting is given well in advance to all the Directors. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.
During the year under review 8 (eight) Board Meetings and 7 (seven) Audit Committee Meetings were convened and held. Details of each such meetings are given in the Corporate Governance Report. The intervening gap between the meetings was within the time limit as prescribed under the Companies Act, 2013.
COMMITTEES OF THE BOARD
Currently, there are seven (7) Committees of the Board, namely
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders'' Relationship Committee
4. Corporate Social Responsibility Committee
5. Share Transfer Committee
6. Independent Directors Committee
7. Risk Management Committee (w.e.f April 1, 2019)
The Board decides the terms of reference for these Committees. Minutes of meetings of the Committees are placed before the Board for information. The details as to the composition, terms of reference, number of meetings and related attendance, etc., of these Committees are provided in detail, in the Corporate Governance Report, which forms a part of this Annual Report.
Your directors have also constituted a Risk Management Committee pursuant to Regulation 21(2) and 21(5) of the SEBI LODR, 2015 with effect from April 1, 2019.
INTERNAL FINANCIAL CONTROL
The Company has an internal control system commensurate with the size, scale and complexity of its operations. The Internal Auditors are an integral part of the internal control mechanism of the Company. To maintain its objective and independence, the Internal Auditors report to the Audit Committee of the Board.
The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company, its compliance with the operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial statements and disclosure.
RISK MANAGEMENT POLICY
Pursuant to the requirement of LODR, the Company has constituted a Risk Management Committee.
A Risk Management Committee of the Board of Directors has been constituted to ensure that the Company has implemented an effective ongoing process to identify risk, to measure its potential impact against a broad set of assumptions and then to activate what is necessary to pro-actively manage these risks, and to decide the Company''s tolerance level for risk. The Committee shall also ensure that a systematic, documented assessment of the processes and outcomes surrounding key risks is undertaken at least annually for the purpose of making its public statement on risk management including internal control. Also, the Committee shall oversee formal reviews of activities associated with the effectiveness of risk management, internal control processes, cyber security and to ensure that risks are mitigated and that the Company''s objectives are attained.
STAUTORY AUDITORS AND AUDITOR''S REPORT
In the 67th Annual General Meeting (AGM) of the Company, M/s. MSKA 8 Associates, Chartered Accountants, (Firm Registration No :105047W), Statutory Auditors of the Company, have been appointed for five consecutive years i.e., until the conclusion of 72nd Annual General Meeting. Pursuant to the notification of the Companies Amendment Act, 2017, the requirement of annual ratification of the Statutory Auditors is no longer required.
The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark. Further in compliance with statutory requirements, the Statutory Auditors have not rendered to the Company during the financial year under review, directly or indirectly, any of the services enumerated under Section 144(1) of the Companies Act, 2013.
COST AUDITORS
Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained. Pursuant to the direction from the Ministry of Corporate Affairs for appointment of Cost Auditors, your Board had reappointed M/s ABK 8 Associates, as the Cost Auditor of your Company for the financial year 2018-19 to conduct the audit of the cost records of the Company. The Auditors'' Report for the financial year under review does not contain any qualification, reservation or adverse remark.
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made thereunder and as per the recommendation of the Audit Committee, the Board of Directors of the Company at its meeting held on April 30, 2019, has reappointed M/s ABK 8 Associates, (Registration no. 000036) as the Cost Auditors of your Company for the financial year 2019 20 to conduct the audit of the cost records of the Company. A resolution for ratification of the remuneration of the said Cost Auditors is included in the Notice convening the 69th AGM of the Company for seeking approval of members. The report with respect to the audit of cost accounts maintained in respect of insecticides manufactured by the Company, will be submitted to the Central Government within the period stipulated under the Act.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Vinod Kothari 8 Co., Practising Company Secretaries, to undertake the Secretarial Audit of the Company for the year under review.
The Secretarial Audit Report for the FY 2018 - 19 is annexed as (Annexure 2) and forms a part of the Board''s Report to the members. The Secretarial Audit Report does not contain any adverse remark. During the audit period, your Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. except for filing of certain forms with Investor Education and Protection Fund Authority (IEPF) due to delay in receipt of relevant data from the Bank and your Company is in the process of filing of certain e-forms with IEPF Authority for the period under review.
The Board has appointed M/s. Vinod Kothari 8 Co., Practising Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2019 - 20.
GLOBAL ACQUISTION OF MONSANTO COMPANY, USA BY BAYER AG
The global acquisition of Monsanto Company, a company incorporated under the laws of Delaware, United States of America ("Monsanto Co.") by Bayer Aktiengesellschaft, Germany ("Bayer AG" or the "Acquirer") was completed on June 7, 2018 (the "Primary Transaction"). Upon the completion of the Primary Transaction Monsanto Co. became a wholly owned subsidiary of Bayer AG. Prior to the completion of the Primary Transaction, Monsanto Co. directly as well as indirectly held 72.14% voting share capital in Monsanto India Limited ("MIL"). As a consequence of the completion of the Primary Transaction on June 7, 2018, the Acquirer indirectly acquired 72.14% of the fully diluted voting rights in MIL, resulting in change in control of MIL.
Pursuant to the indirect acquisition of voting rights and control by the Acquirer over MIL as a result of the Primary Transaction, it was mandatory for the Acquirer to make an open offer to the minority shareholders of MIL under the relevant regulations of SEBI (Substantial Acquisition of Shares 8 Takeover Regulations, 2011) (the "SAST"). Consequently, the Acquirer and Bayer CropScience Limited ("BCSL"), a publicly listed Indian company (as a Person acting in Concert) jointly made an Open Offer (the "Open Offer") to all the public shareholders of MIL to acquire upto 4,488,315 (Four Million, Four Hundred and Eighty Eight Thousand Three Hundred and Fifteen) equity shares representing 26% of the voting share capital of MIL at the price of INR. 2,926.87. Based on the tender offer submissions by the minority shareholders of MIL, Bayer CropScience Limited (BCSL), an indirect subsidiary of Bayer AG, acquired and now holds 7.82% shareholding in MIL. Bayer AG holds 8.8% shareholding in MIL. As a result, both MIL and BCSL are commonly controlled subsidiaries of Bayer AG Germany. Due to the tender submissions, the promoter shareholding of your Company has increased to 81.87%.
MERGER OF MONSANTO INDIA LIMITED (MIL) AND BAYER CROPSCIENCE LIMITED (BCSL)
In order to attain efficiencies and create a unified platform for growth, the Board of Directors of MIL as well as the Board of Directors of BCSL considered and approved the amalgamation of MIL with BCSL on November 14, 2018. MIL and BCSL, both being listed entities, the process of merger is long drawn and complex as it involves approvals from various authorities. Both the Companies have received in-principal approval from the Stock Exchange Board of India to enable the Company to file the scheme with the National Company Law Tribunal (NCLT). On February 21, 2019, the Company has filed the application seeking NCLT''s approval for the merger of MIL with BCSL vide an Order dated April 22, 2019, the Hon''ble National Company Law Tribunal, Bench at Mumbai ("NCLT") has directed a meeting to be held of the equity shareholders of your Company for the purpose of considering, and if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of Monsanto India Limited (the Transferor Company) with Bayer CropScience Limited (the Transferee Company) and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder ("Scheme"). In pursuance of the said Order of NCLT, further notice has been given to the equity shareholders of the Transferor Company that a meeting is scheduled to be held on June 4, 2019.
EXTRACT OF THE ANNUAL RETURN
In accordance with requirements under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the details forming part of the extract of the Annual Return in form MGT 9 shall be annexed as (Annexure 3).
A copy of the annual return shall be placed on the website of the company after the same is filed with the Registrar and can be accessed at http://www.monsantoglobal.com/global/in/ whoweare/Pages/agm-2019.aspx
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Information required under Section 134(3)(o) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 shall be annexed as (Annexure 4). The Policy for the same is available on http://www.monsanto. com/global/in/whoweare/pages/policies.aspx.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTOR AND EMPLOYEES
Your Company maintains a Code of Business Conduct and Anti-Corruption Program. Additionally, a vigil/whistle blower mechanism (''Monsanto Speak-Up Protocol for India'') has also been developed pursuant to requirements of Section 177(9) and (10) of the Act and Regulation 22 of the SEBI LODR with the Stock Exchanges in India and is available on http://www. monsantoglobal.com/global/in/whoweare/pages/policies.aspx.
The Company''s ''Monsanto Speak-Up Protocol for India'' aims at:
a) informing employees of their obligation to report serious wrongdoing within the Company;
b) providing employees with guidance on how to raise concerns;
c) reassuring employees that they should be able to raise genuine concerns in good faith without fear of retaliation; and
d) providing specific direction on how to contact the Chairperson of the Audit Committee of Board of Directors.
The Company has made available to its employees, anonymous email and telephone hotlines for reporting of any deviations / concerns.
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Committee of the Board of Directors has adopted a Charter which deals with the manner of selection of Board of Directors and Managing Director and their remuneration. This Policy is in compliance with Section 178 of the Companies Act, 2013, read with the applicable rules thereto and Clause 49 under the Listing Agreement with the Stock Exchanges.
The Nomination and Remuneration policy is annexed as (Annexure 5) as stated in the Corporate Governance Report and is available on http://www.monsanto.com/global/in/whoweare/ pages/policies.aspx
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTY
The particulars of every contract /arrangement entered into by the Company with the related parties referred to in Sub section 1 of Section 188 of the Companies Act, 2013 including certain arms'' length transaction under third proviso thereto has been disclosed in Form AOC 2 as (Annexure 6).
The Policy on related party transactions as approved by the Board is uploaded on the Company''s website and is available on http://www.monsanto.com/global/in/whoweare/pages/policies. aspx. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.
CORPORATE GOVERNANCE CERTIFICATE
A detailed report on the corporate governance system and practices of the Company forming part of this report is given as a separate section of the Annual Report. The Compliance Certificate from the Statutory Auditors regarding compliance of conditions of corporate governance as stipulated under Regulation 34 of the SEBI LODR is annexed to the report as (Annexure 7).
DIRECTORS'' RESPONSIBILITY STATEMENT
In compliance with Section 134(3)(c) of the Companies Act, 2013 ("the Act"), your Directors, on the basis of information made available to them, confirm the following for the year under review:
a) i n the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;
b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;
c) They have taken proper and sufficient care to the best of their knowledge and ability, 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
d) They have prepared the annual accounts on a going concern basis.
e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating efficiently.
f) They have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
BUSINESS RESPONSIBILITY REPORT
As stipulated under Regulation 34 of the SEBI LODR, the Business Responsibility Report on Company''s as required by Regulation 34(2) of the SEBI LODR, initiatives on environmental, social and governance aspects forming part of this report is given as a separate section of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis on the business and operations of the Company as required by Regulation 34(2) of the SEBI LODR, forming part of this report is given as a separate section of the Annual Report.
PERSONNEL
Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in (Annexure 8) to this Report.
Details of employee remuneration as required under provisions of Section 197(12) of the Act read with Rule 5(2) 8 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report. In terms of the first proviso to Section 136(1) of the Act, the reports and accounts are being sent to the shareholders excluding the aforesaid remuneration.
Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.
Total number of permanent employees employed with your Company as on March 31, 2019 is 252 as compared to 257 as on March 31, 2018.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
The information required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 forms part of this report.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of earnings and expenditure in foreign currency are annexed to this Report.
POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT
The Company has zero tolerance towards sexual harassment at the workplace and has constituted an Internal Complaints'' Committee for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.
No cases of Sexual Harassment were received during the year under review.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as transactions on these items during the year under review:
1. There are no material changes and commitments affecting the financial position of the company, having occurred since the end of the Year and till the date of the Report.
2. Details relating to deposits covered under Chapter V of the Act.
3. Issue of equity shares with differential rights as to dividend, voting or otherwise.
4. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.
5. Voting rights not exercised directly by the employees as per Section 67 (3) of Companies Act, 2013
6. There has been no non-acceptance of any recommendation of Audit Committee by the Board as required under Section 177 (8) of Companies Act, 2013.
7. The Managing Director of the Company does not receive any remuneration or commission from any of its subsidiaries.
8. There has been no fraud reporting under Section 143(12) of the Companies Act, 2013
9. Particulars of Loans given, Investments made, Guarantees'' given, and Securities provided under Section 186 of Companies Act, 2013
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the assistance and co-operation received from its shareholders, Government authorities, vendors, channel partners, and other business associates. Your Directors appreciate the continued support from Monsanto Company, USA and Bayer AG and would also wish to place on record their deep sense of appreciation for the committed services by the employees of the Company. Without this support, the Company would not be able to successfully serve its farmer customers whose success eventually determines the Company''s success.
For and on behalf of the Board of Directors
Sekhar Natarajan
Chairman
Mumbai: April 30, 2019 DIN: 01031445
Mar 31, 2018
To the Members,
The Directors have pleasure in presenting their 68th Annual Report on the business and operations of the Company and the financial results for the Financial Year ended March 31, 2018.
Financial Highlights
The financial performance of your Company, for the year ended March 31, 2018 is summarized below:
(Rs. in Crores)
Year ended March 31, 2018 |
Year ended March 31, 2017 |
|
Revenue from Operations |
672.12 |
645.80 |
Other Income |
17.22 |
12.87 |
Total income |
689.34 |
658.67 |
Profit Before Taxes |
170.64 |
162.98 |
Taxation |
6.08 |
11.54 |
Profit After Taxes |
164.56 |
151.44 |
Other Comprehensive Income |
3.95 |
(1.89) |
Total Comprehensive Income |
168.51 |
149.55 |
FINANCIAL g OPERATIONAL HIGHLIGHTS
During the financial year (F.Y.) 2017-18, your Company posted a Profit After Tax (PAT) of Rs.164.56 crore as compared to previous yearâs PAT of Rs.151.44 crore (increased by 9%). Total Comprehensive Income increased by 13% from Rs.149.55 crores in 2016-17 to Rs.168.51 crores in 2017-18.
Net Sales for the year under review increased to Rs.667.44 crore compared to Rs.640.91 crore for the previous F.Y. (increase by 4%).
Your Companyâs seedsâ (DEKALB®) sale is higher at Rs.481.78 crore in the F.Y. 2017-18 vis-a-vis Rs.421.12 crore in the F.Y. 2016- 17, indicating a growth of 14%. A strong Kharif 2017 and Spring performance coupled with successful portfolio transition led to this growth.
Net Sales of Roundup®(including excise duty) during the year stands at Rs.185.66 crore compared to the previous year net sales of Rs.219.79 crore (decreased by 16%). Revenues for 2017-18 includes excise duty up to June 30, 2017 which is discontinued with effect from July 1, 2017 upon implementation of Goods and Services Tax (GST) in India. However, revenues for F.Y. 2016-17 includes excise duty for 12 months. Further, Glyphosate business was impacted due to uneven spread of rainfall across geographies.
In the year under review the operating expenses is Rs.221.31 crores, which is an increase of 6% as compared to Rs.208.03 crores in the previous year.
DIVIDEND
During the financial year 2017-18, your Company had declared an interim dividend of Rs.15/- (Rupees fifteen only) per equity share. In addition, your Directors are pleased to recommend a payment of Rs.15/- (Rupees Fifteen only) per equity share as the final dividend for the financial year ended March 31, 2018. If approved by the members at the Annual General Meeting to be held on August 28, 2018, the total dividend (interim and final dividend) for the financial year 2017-18 would be Rs.30/- (Rupees Thirty only) per equity share.
In terms of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âHereinafter SEBI LODRâ) your Company has formulated the Dividend Distribution Policy of the Company which is annexed as (Annexure 1) and forms a part of this Report. The policy is in accordance with the parameters prescribed under the Listing Regulations and is also available on the website of the Company at www.monsantoindia.com.
TRANSFER TO RESERVES
The Company has not transferred any amount to general reserve.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Mr. Piyush Nagar tendered resignation as the Director of the Company effective, November 23, 2017 as he took on new role as Asia-Africa Customer Care Lead. Your Directors place on record their sincere appreciation of the valuable contribution made by him during his tenure as a Director of the Company.
On recommendations of the Nomination and Remuneration Committee, your Board appointed Mr. Bangla Bose Radhakrishna Mallepeddi as an Additional Director with effect from November 23, 2017. Mr. Bangla Bose holds office as an Additional Director until the ensuing Annual General Meeting, and is eligible for appointment as Director as provided under Articles of Association of the Company.
Pursuant to the amended provisions of the SEBI LODR, a person who has attained the age of seventy- five years can continue directorship in a listed company as a Non-Executive Director only after the concerned listed company has taken the approval of its shareholders by way of a special resolution. The said provision shall come into effect from April 1, 2019. In view of the above, your directors have recommended re-appointment of Mr. H.C. Asher as a Non-Executive Independent Director till the expiry of his term i.e., August 9, 2021.
In accordance with provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sekhar Natarajan retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.
A brief profile of Mr. Bangla Bose Radhakrishna Mallepeddi, Mr. H. C. Asher and Mr. Sekhar Natarajan and the details of directorship held by him, forms a part of the Notice convening the 68th Annual General Meeting, contained in this Annual Report.
The Independent Directors of your Company have confirmed that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 of the SEBI LODR.
There is no change in the composition of the Board of Directors during the year under review.
FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
Every Independent Director of the Company is provided with ongoing information about the industry and the Company so as to familiarise them with the latest developments. The Independent Directors also visit the facilities at various locations of the Company where they can visit and familiarise themselves with the operations of the Company.
The details of familiarization programs provided to the Directors of the Company are available on the Companyâs website www. monsantoindia.com.
FORMAL ANNUAL EVALUATION OF BOARD OF DIRECTORS, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR, the Board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committee. A structured evaluation report was prepared after taking into consideration inputs received from the directors covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, Board dynamics, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board, who are evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders, etc. The criteria applied in the Board evaluation process is explained in the Corporate Governance Report.
The performance evaluation of the Independent directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the independent directors who also reviewed the adequacy and flow of information to the Board. The directors expressed their satisfaction with the evaluation process.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and decide on Company/business policies and strategies apart from other Board businesses. The Board/Committee Meetings are prescheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.
However, in case of a special and urgent business need, the Boardâs approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed at the subsequent Board meeting.
The notice of Board meeting is given well in advance to all the Directors. The Agenda of the Board / Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.
During the year under review six Board Meetings and six Audit Committee Meetings were convened and held. Details of each such meetings are given in the Corporate Governance Report. The intervening gap between the meetings was within the time limit as prescribed under the Companies Act, 2013.
COMMITTEES OF THE BOARD
Currently, there are six (6) Committees of the Board, namely
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholdersâ Relationship Committee
- Corporate Social Responsibility Committee
- Share Transfer Committee
- Independent Directors Committee
The Board decides the terms of reference for these Committees. Minutes of meetings of the Committees are placed before the Board for information. The details as to the composition, terms of reference, number of meetings and related attendance, etc., of these Committees are provided in detail, in the Corporate Governance Report, which forms a part of this Annual Report.
INTERNAL FINANCIAL CONTROL
The Company has an internal control system commensurate with the size, scale and complexity of its operations. The Internal Auditors are an integral part of the internal control mechanism of the Company. To maintain its objective and independence, the Internal Auditors report to the Audit Committee of the Board.
The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company, its compliance with the operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial statements and disclosure.
STATUTORY AUDITORS AND AUDITORâS REPORT
In the 67th Annual General Meeting (AGM) of the Company, M/s. MSKA & Associates, Chartered Accountants, (Firm Registration No :105047W), Statutory Auditors of the Company, have been appointed for five consecutive years i.e until the conclusion of 72nd Annual General Meeting, subject to ratification at each Annual General Meeting upto the 72nd Annual General Meeting. They have confirmed their eligibility to the effect that their reappointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.
The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark. Further in compliance with statutory requirements, the Statutory Auditors have not rendered to the Company during the financial year 2017-18, directly or indirectly, any of the services enumerated under Section 144(1) of the Companies Act, 2013.
COST AUDITORS
Pursuant to the direction from the Ministry of Corporate Affairs for appointment of Cost Auditors, your Board had re-appointed M/s ABK & Associates, as the Cost Auditor of your Company for the financial year 2017-18 to conduct the audit of the cost records of the Company.
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made thereunder and as per the recommendation of the Audit Committee, the Board of Directors of the Company at its meeting held on May 15, 2018, has reappointed M/s ABK & Associates, (Registration no. 000036) as the Cost Auditors of your Company for the financial year 201819 to conduct the audit of the cost records of the Company. A resolution for ratification of the remuneration of the said Cost Auditors is included in the Notice convening the 68th AGM of the Company for seeking approval of members. The report with respect to the audit of cost accounts maintained in respect of insecticides manufactured by the Company, will be submitted to the Central Government within the period stipulated under the Act.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Vinod Kothari 8 Co., Practising Company Secretaries, to undertake the Secretarial Audit of the Company for the year under review.
The Secretarial Audit Report for the FY 2017 - 18 is annexed as (Annexure 2) and forms a part of the Boardâs Report to the members. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
The Board has appointed M/s. Vinod Kothari 8 Co., Practising Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2018 - 19.
EXTRACT OF THE ANNUAL RETURN
In accordance with requirements under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the details forming part of the extract of the Annual Return in form MGT 9 is annexed as (Annexure 3).
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Information required under Section 134(3)(o) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed as (Annexure 4).
The Policy for the same is available on: http://www.monsanto. com/elobal/in/whoweare/Daees/Dolicies.asDx.
DETAILS OF ESTABLISHMENT OF VIGIL/ WHISTLE BLOWER MECHANISM FOR DIRECTOR AND EMPLOYEES
Your Company maintains a Code of Business Conduct and Anti-Corruption Program. Additionally, a vigil/whistle blower mechanism (âMonsanto Speak-Up Protocol for Indiaâ) has also been developed pursuant to requirements of Section 177(9) and (10) of the Act and Regulation 22 of the SEBI LODR with the Stock Exchanges in India. The Companyâs âMonsanto Speak-Up Protocol for Indiaâ aims at:
a) informing employees of their obligation to report serious wrongdoing within the Company;
b) providing employees with guidance on how to raise concerns;
c) reassuring employees that they should be able to raise genuine concerns in good faith without fear of retaliation; and
d) providing specific direction on how to contact the Chairperson of the Audit Committee of Board of Directors.
The Company has made available to its employees, anonymous email facility and telephone hotlines for reporting of any deviations / concerns.
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Committee of the Board of Directors has adopted a Charter which deals with the manner of selection of Board of Directors including the Managing Director and their remuneration. This Policy is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI LODR.
The Nomination and Remuneration policy is annexed as (Annexure 5), as stated in the Corporate Governance Report and is available on: http://www.monsanto. com/elobal/in/whoweare/ oaees/Dolicies.aspx
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTY
The particulars of every contract /arrangement entered into by the Company with the related parties referred to in sub section 1 of Section 188 of the Companies Act, 2013 including certain armâs length transaction under third proviso thereto has been disclosed in Form AOC - 2 as (Annexure 6).
The Policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website and is available on httD://www.monsanto.com/elobal/in/whoweare/Daees/Dolicies. aspx.
CORPORATE GOVERNANCE CERTIFICATE
A detailed report on the corporate governance system and practices of the Company forming part of this report is given as a separate section of the Annual Report.
The Compliance Certificate from the Statutory Auditors regarding compliance of conditions of corporate governance as stipulated under Regulation 34 of the SEBI LODR is annexed to the report as (Annexure 7).
DIRECTORSâ RESPONSIBILITY STATEMENT
In compliance with Section 134(3)(c) of the Companies Act, 2013 (âthe Actâ), your Directors, on the basis of information made available to them, confirm the following for the year under review:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
c) they have taken proper and sufficient care to the best of their knowledge and ability, 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
d) they have prepared the annual accounts on a going concern basis.
e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating efficiently.
f) they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
BUSINESS RESPONSIBILITY REPORT
As stipulated under Regulation 34 of the SEBI LODR, the Business Responsibility Report on Companyâs as required by Regulation 34(2) of the SEBI LODR, initiatives on environmental, social and governance aspects forming part of this report is given as a separate section of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis on the business and operations of the Company as required by Regulation 34(2) of the SEBI LODR, forming part of this report is given as a separate section of the Annual Report.
PERSONNEL
Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in (Annexure 8) to this Report.
Details of employee remuneration as required under provisions of Section 197(12) of the Act read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report. In terms of the first proviso to Section 136(1) of the Act, the reports and accounts are being sent to the shareholders excluding the aforesaid remuneration.
Any shareholder interested in inspection of the documents pertaining to the above information or desiring a copy thereof may write to the Company Secretary.
Total number of permanent employees employed with your Company as on March 31, 2018 is 257 as compared to 268 as on March 31, 2017.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
The information required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 is annexed as (Annexure 9) and forms part of this report.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of earnings and expenditure in foreign currency are given in Annexure 9.
POLICY AGAINST SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance towards sexual harassment at the workplace and has constituted an Internal Committee for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the Financial Year, the Company received 3 complaints. All complaints have been resolved by the Company
AWARDS
Your Company has been recognised for being one of the 100 Best Companies for Women in India by Working Mother & Avtar. The â2017 Working Mother & Avtar Best Companies for Women in Indiaâ (BCWI) Project is Indiaâs largest self-tracking, self-reporting and self-evaluating opportunity for companies to benchmark themselves with regard to policies and practices for womensâ career advancement.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.
4. The Managing Director of the Company does not receive any remuneration or commission from any of its holding Company.
5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.
6. Particulars of Loans given, Investments made, Guarantees given and Securities provided.
7. Changes in nature of business.
8. Material changes and commitments affecting the financial position of the Company between end of the financial year and the date of this report.
9. Reporting of fraud by auditors in terms of Section 143(12) of the Act.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the assistance and co-operation received from its shareholders, government authorities, vendors, channel partners, and other business associates. Your Directors appreciate the continued support from Monsanto Company, USA and would also wish to place on record their deep sense of appreciation for the committed services by the employees of the Company. Without this support, the Company would not be able to successfully serve its farmer customers whose success eventually determines the Companyâs success.
For and on behalf of the Board of Directors
Sekhar Natarajan
Mumbai Chairman
May 15, 2018 DIN: 01031445
Mar 31, 2017
TO THE MEMBERS,
The Directors have pleasure in presenting their 67th Annual Report on the business and operations of the Company and the financial results for the Financial Year ended March 31, 2017.
FINANCIAL HIGHLIGHTS
The financial performance of your Company, for the year ended March 31, 2017 is summarized below:
(Rs, in crores)
Year ended |
Year ended |
|
March 31, 2017 |
March 31, 2016 |
|
Net Sales |
640.71 |
541.57 |
Profit Before Taxes |
158.66 |
109.16 |
Taxation |
11.13 |
7.91 |
Balance of Profit |
147.53 |
101.25 |
Add: Balance brought forward from previous year |
128.54 |
89.62 |
Amount Available for Appropriation |
276.07 |
190.87 |
Appropriated As Under: |
||
a. Interim Dividend |
25.89 |
51.79 |
b. Tax on Interim Dividend |
5.27 |
10.54 |
c. Proposed Final Dividend |
- |
- |
d. Tax on proposed Final Dividend |
- |
- |
e. Transfer to General Reserve |
- |
- |
Balance in Statement of Profit 8 Loss |
244.91 |
128.54 |
FINANCIAL & OPERATIONAL HIGHLIGHTS
During the financial year (F.Y.) 2016-17, your Company posted a Profit After Tax (PAT) of Rs, 147.53 crore as compared to previous year PAT of Rs, 101.25 crore (increased by 45.71%). Pre-tax profits is higher by 45.35% at Rs, 158.66 crore (previous F.Y. Rs, 109.16 crore).
Due to good wide spread monsoon in Kharif 2016 resulted in the Net Turnover for the year under review, increased to Rs, 640.71 crore compared to Rs, 541.57 crore for the previous F.Y. (increase by 18.31%).
Your Company''s seeds'' (DEKALB®) sale is higher at Rs, 438.64 crore in the F.Y. 2016-17 vis-a-vis Rs, 354.96 crore in the F.Y. 2015-16, indicating a growth of 23.57%. A strong kharif
2016 and spring performance coupled with successful portfolio transition led to this growth.
Net Sales of Roundup® during the year stands at Rs, 197.18 crore compared to the previous year net sales of Rs, 181.45 crore (higher by 8.67%). The increase was led by volume growth, while realization continued to be under competitive pressures arising out of lower prices for most parts of the year.
In the year under review the operating expense for the year is Rs, 204.25 crore, which is a increase of 8.41% over previous year.
DIVIDEND
During the financial year 2016-17, your Company had declared an interim dividend of Rs, 15/- (Rupees fifteen only) per equity share. In addition, your Directors are pleased to recommend a payment of Rs, 15/- (Rupees Fifteen only) per equity share as the final dividend for the financial year ended March 31, 2017. If approved by the members at the Annual General Meeting to be held on August
10, 2017, the total dividend (interim and final dividend) for the financial year 2016-17 would be Rs, 30/- (Rupees Thirty only) per equity share.
In terms of Regulation 43A of SEBI Listing Regulations (LODR), your Company has formulated the Dividend Distribution Policy of the Company which is annexed as (Annexure 1) and forms a part of this Report. The policy is in accordance with the parameters prescribed under the Listing Regulations and is also available on the website of the Company at www.monsantoindia.com.
TRANSFER TO RESERVES
The Company has not transferred any amount to general reserve.
INDIAN ACCOUNTING STANDARDS (IND AS) -IFRS CONVERGED STANDARDS
Your Company has adopted IND - AS with effect from April 1, 2017 pursuant to Ministry of Corporate Affairs'' notification dated February 16, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors appointed Mr. Saurabh Vaidya as the Chief Financial Officer and Key Managerial Personnel of the Company, with effect from August 4, 2016 on the recommendation made by Audit Committee and Nomination and Remuneration Committee.
Ms. Chandana Dhar tendered resignation as the Company Secretary and Key Managerial Personnel of the Company effective, December 23, 2016. Your Directors place on record their sincere appreciation of the valuable contribution made by her during her tenure as Company Secretary of the Company.
Your Board appointed Ms. Monika Gupta as the Company Secretary and Key Managerial Personnel of the Company w.e.f. January 30, 2017 on the recommendation made by Nomination and Remuneration Committee.
In accordance with provisions of the Companies Act, 2013 ("the Act") and the Articles of Association of the Company, Mr. Piyush Nagar retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.
A brief profile of Mr. Piyush Nagar (DIN: 02272383) and the details of directorship held by him, forms a part of the Notice convening the 67th Annual General Meeting, contained in this Annual Report.
The Independent Directors of your Company have confirmed that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
There is no change in the composition of the Board of Directors during the year under review
FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
Every Independent Director of the Company is provided with ongoing information about the industry and the Company so as to familiarize them with the latest developments. The Independent Directors also visit the facilities at various locations of the Company where they can visit and familiarize themselves with the operations of the Company.
The details of familiarization programs provided to the Directors of the Company are available on the website www. monsantoindia. com.
FORMAL ANNUAL EVALUATION OF BOARD OF DIRECTORS, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committee. A structured evaluation report was prepared after taking into consideration inputs received from the directors covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board dynamics, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board, who are evaluated on parameters such as level of engagement and contribution, independence of judgments, safeguarding the interest of the Company and its minority shareholders, etc. The criteria applied in the Board evaluation process is explained in the Corporate Governance Report.
The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the non-independent directors was carried out by the independent directors who also reviewed the adequacy and flow of information to the Board. The directors expressed their satisfaction with the evaluation process.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The Board/Committee Meetings are prescheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.
However, in case of a special and urgent business need, the Board''s approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed at the subsequent Board meeting.
The notice of Board meeting is given well in advance to all the Directors. The Agenda of the Board/Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.
During the year under review six Board meetings and five Audit Committee meetings were convened and held. Details of each such meetings are given in the Corporate Governance Report. The intervening gap between the meetings was as prescribed under the Companies Act, 2013.
COMMITTEES OF THE BOARD
Currently, there are five (5) Committees of the Board, namely
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholders'' Relationship Committee
- Corporate Social Responsibility Committee
- Share Transfer Committee
The Board decides the terms of reference for these Committees. Minutes of meetings of the Committees are placed before the Board for information. The details as to the composition, terms of reference, number of meetings and related attendance, etc., of these Committees are provided in detail, in the Corporate Governance Report, which forms a part of this Annual Report.
INTERNAL FINANCIAL CONTROL
The Company has an internal control system commensurate with the size, scale and complexity of its operations. The Internal Auditors are an integral part of the internal control mechanism of the Company. To maintain its objective and independence, the Internal Auditors report to the Audit Committee of the Board.
The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company, its compliance with the operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial statements and disclosure.
STATUTORY AUDITORS AND AUDITOR''S REPORT
M/s. Deloitte Haskins 8 Sells LLP, Chartered Accountants (FRN: 117366W/W-100018) were appointed Statutory Auditors of your Company for a term of three years from the conclusion of the 64th Annual General Meeting held on August 22, 2014 till the conclusion of the 67th Annual General Meeting, subject to ratification by members at every subsequent Annual General Meeting.
M/s. Deloitte Haskins 8 Sells LLP, Chartered Accountants, retire as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting. The Audit Report given by the Auditors on the financial statements of your Company is part of the Annual Report. The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.
In terms of the provisions of Section 139, of the Companies Act,
2013 and the Rules made there under, it is mandatory to rotate the statutory auditors on completion of the maximum terms as permitted under the said section. Accordingly, M/s. Deloitte Haskins 8 Sells LLP, Chartered Accountants, retire as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting as they have been the Auditors of your Company since 2001 and have completed a term of 16 years (including three years of transitional period allowed under Section 139 read with the Companies (Audit and Auditors) Rules, 2014).
The Audit Committee and the Board, at their respective meetings held on May 05, 2017, have recommended the appointment of M/s. MZSK 8 Associates, Chartered Accountants, (Firm Registration No :105047W), as Statutory Auditors of the Company. M/s. MZSK 8 Associates will hold office for a period of five consecutive years from the conclusion of 67th Annual General Meeting of the Company till the conclusion of 72nd Annual General Meeting to be held in the year 2022, subject to the approval of shareholders of the Company at the ensuing Annual General Meeting and subsequent ratification at each Annual General Meeting upto the 72nd Annual General Meeting. Appropriate resolution for the same has been included in the Notice convening the 67th AGM of the Company.
COST AUDITORS
Pursuant to the direction from the Ministry of Corporate Affairs for appointment of Cost Auditors, your Board had reappointed M/s ABK 8 Associates, as the Cost Auditor of your Company for the financial year 2016-17 to conduct the audit of the cost records of the Company.
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made there under and as per the recommendation of the Audit Committee, the Board of Directors of the Company at its meeting held on May 05, 2017, had reappointed M/s ABK 8 Associates, (Registration no. 000036) as the Cost Auditors of your Company for the financial year 201718 to conduct the audit of the cost records of the Company. A resolution for ratification of the remuneration of the said Cost
Auditors is included in the Notice convening the 67th AGM of the Company for seeking approval of members. The report with respect to the audit of cost accounts maintained in respect of insecticides manufactured by the Company, will be submitted to the Central Government within the period stipulated under the Act.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Vinod Kothari 8 Co., Practising Company Secretaries, to undertake the Secretarial Audit of the Company for the year under review.
The Secretarial Audit Report for the FY 2016 - 17 is annexed as (Annexure 2) and forms a part of the Board''s Report to the Members. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
The Board has appointed M/s. Vinod Kothari 8 Co., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2017 - 18.
EXTRACT OF THE ANNUAL RETURN
In accordance with requirements under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the details forming part of the extract of the Annual Return in form MGT 9 is annexed as (Annexure 3).
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Information required under Section 134(3)(o) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed as (Annexure 4).
The Policy for the same is available on: htto://www. monsanto. com/elobal/in/whoweare/Daees/poiicies. aspx.
DETAILS OF ESTABLISHMENT OF VIGIL / WHISTLE BLOWER MECHANISM FOR DIRECTOR AND EMPLOYEES
Your Company maintains a Code of Business Conduct and Anti-Corruption Program. Additionally, a vigil/whistle blower mechanism (''Monsanto Speak-Up Protocol for India'') has also been developed pursuant to requirements of Section 177(9) and
(10) of the Act and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in India. The Company''s ''Monsanto Speak-Up Protocol for India'' aims at:
a) i informing employees of their obligation to report serious wrongdoing within the Company;
b) providing employees with guidance on how to raise concerns;
c) reassuring employees that they should be able to raise genuine concerns in good faith without fear of retaliation; and
d) providing specific direction on how to contact the Chairperson of the Audit Committee of Board of Directors.
The Company has made available to its employees, anonymous email facility and telephone hotlines for reporting of any deviations/concerns.
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Committee of the Board of Directors has adopted a Charter which deals with the manner of selection of Board of Directors and Managing Director and their remuneration. This Policy is in compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Nomination and Remuneration policy is annexed as (Annexure 5), stated in the Corporate Governance Report and is available on httD://www.monsanto.com/elobal/in/whoweare/ pages/policies, aspx
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTY
The particulars of every contract/arrangement entered into by the Company with the related parties referred to in Sub section 1 of Section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto has been disclosed in Form AOC - 2 as (Annexure 6).
The Policy on related party transactions as approved by the Board is uploaded on the Company''s website and is available on httD://www.monsanto.com/elobal/in/whoweare/Daees/Dolicies. aspx.
CORPORATE GOVERNANCE CERTIFICATE
A detailed report on the corporate governance system and practices of the Company forming part of this report is given as a separate section of the Annual Report.
The Compliance Certificate from the Statutory Auditors regarding of compliance of conditions of corporate governance as stipulated under regulation 34 SEBI Listing Regulations, 2015 is annexed to the report as (Annexure 7).
DIRECTORS'' RESPONSIBILITY STATEMENT
In compliance with Section 134(3)(c) of the Companies Act, 2013 ("the Act"), your Directors, on the basis of information made available to them, confirm the following for the year under review:
a) i n the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
c) they have taken proper and sufficient care to the best of their knowledge and ability, 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
d) they have prepared the annual accounts on a going concern basis.
e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating efficiently.
f) they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
BUSINESS RESPONSIBILITY REPORT
As stipulated under Regulation 34 of the SEBI Listing Regulations, the Business Responsibility Report on Company''s as required by Regulation 34(2) of the Listing Regulations, initiatives on environmental, social and governance aspects forming part of this report is given as a separate section of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis on the business and operations of the Company as required by Regulation 34(2) of the Listing Regulations, forming part of this report is given as a separate section of the Annual Report.
PERSONNEL
Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in (Annexure 8) to this Report.
Details of employee remuneration as required under provisions of Section 197(12) of the Act read with Rule 5(2) 8 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report. In terms of the first proviso to Section 136(1) of the Act, the reports and accounts are being sent to the shareholders excluding the aforesaid remuneration.
Any shareholder interested in inspection of the documents pertaining to the above information or desiring a copy thereof may write to the Company Secretary.
Total number of permanent employees employed with your Company as on March 31, 2017 is 268 as compared to 290 as on March 31, 2016.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
The information required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 is enclosed as (Annexure 9) and forms part of this report.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of earnings and expenditure in foreign currency are given in Note 29 and 30 in the Notes to the Accounts forming part of the Financial Statements.
POLICY AGAINST SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance towards sexual harassment at the workplace and has constituted an Internal Complaints'' Committee for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.
No cases of Sexual Harassment were received during the year under review.
AWARDS
Your Company has been recognized for being one of the 100 Best Companies for Women in India by Working Mother 8 Avtar. The "2016 Working Mother 8 Avtar Best Companies for Women in India" (BCWI) Project is India''s largest self-tracking, self-reporting and self-evaluating opportunity for companies to benchmark themselves with regard to policies and practices for womenâs'' career advancement.
Your Company not only features in the list of top 10 "Great Places to Work", but also focuses extensively on "Diversity" as a core ingredient of day - to - day lives.
Your Company''s, India Supply Chain manufacturing site at Shamirpet won the British Safety Council - 2017 International Safety Award in Merit Category in March 2017. This prestigious award signifies that the site excels in identifying the most significant health and safety hazards. It implements robust control measures for the most significant hazards and evaluate them for effectiveness. The site depicts a strong leadership commitment to implement a robust ESH management system based on a Plan-Do-Check-Act (PDCA) cycle to ensure continual improvement. The site has strong management of change process and all relevant stakeholders are involved with the risk assessment process. Senior management at the site positively influences internal and external stakeholders including contractors and communities.
Silvassa site of your Company won Third prize in the Manufacturing Category in the 12th edition of CII''s Western Region Safety, Health and Environment (SHE) Excellence Award 2016. The site won after multiple rounds of short-listing including a detailed written application, presentation and actual site visit by three subject matter experts appointed by CII.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.
4. The Managing Director of the Company does not receive any remuneration or commission from its Holding Company.
5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
6. Particulars of Loans given, Investments made, Guarantees given and Securities provided
7. Changes in nature of business.
8. Material changes and commitments affecting the financial position of the Company between end of the financial year and the date of this report.
9. Reporting of fraud by auditors in terms of Section 143(12) of the Act.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the assistance and co-operation received from its shareholders, Government authorities, vendors, channel partners, and other business associates. Your Directors appreciate the continued support from Monsanto Company, USA and would also wish to place on record their deep sense of appreciation for the committed services by the employees of the Company. Without this support, the Company would not be able to successfully serve its farmer customers whose success eventually determines the Company''s success.
For and on behalf of the Board of Directors
Sekhar Natarajan
Mumbai Chairman
May 05, 2017 DIN: 01031445
Mar 31, 2014
TO THE SHAREHOLDERS,
The Directors are pleased to present the Sixty fourth Annual Report of
the working of the Company along with the Audited Financial Statements
and Auditors'' Report for the financial year ended March 31, 2014.
FINANCIAL HIGHLIGHTS
The financial performance of your Company, for the year ended March 31,
2014 is summarized below:
(Rs. in Crores)
Year ended Year ended
31st March, 2014 31st March, 2013
Net Sales 581.84 442.42
Profit Before Taxes 138.74 74.97
Taxation 15.85 7.63
Balance of Profit 122.89 67.34
Add: Balance brought forward
from previous year 135.00 118.70
Amount Available for
Appropriation 257.89 186.04
Appropriated As Under:
a. Interim Dividend 107.03 17.27
b. Tax on Interim Dividend 18.19 2.80
c. Proposed Final Dividend 51.79 20.72
d. Tax on proposed Final Dividend 8.80 3.52
e. Transfer to General Reserve 12.29 6.73
Balance in Statement of Profit & Loss 59.79 135.00
Your Company posted yet another year of impressive performance with a
healthy topline growth and high quality earnings. During the financial
year (F.Y.) 2013-14, growth in Corn as well as Roundup® business in
terms of volume and value has led to overall growth in operating
profit. Your Company posted a Profit After Tax (PAT) of Rs. 122.89 Crores
for F.Y. 2013-14 compared to previous year PAT of Rs. 67.34, (an 83%
rise). Pre-tax profits are also higher by 94% at Rs. 145.64 (previous
year Rs. 74.97 Crores).
Net Turnover for the year under review, at Rs. 581.84 Crores compared to
Rs. 442.42 Crores for the previous F.Y. grew by 31%. Net Sales of Dekalb®
corn seeds for the year stood at Rs. 366.33 Crores against Rs. 297.51
Crores for the previous year, indicating a 23% rise. Sales of Roundup®
increased to Rs. 208.89 Crores (net of excise duty) from Rs. 139.03 Crores
in the previous year, a rise of over 50%.
OPERATIONAL HIGHLIGHTS
Your Company''s corn seeds'' sale was higher by 23% at Rs. 366.33 crores in
the F.Y. 2013-14 vis-Ã -vis Rs. 297.51 Crores in the F.Y. 2012-13. This is
mainly attributable to the following:
The branded corn business of the Company grew in volume as well as
value. There was a 7% volume growth coupled with an increase in both
trade and project business realisations. The branded corn volumes have
also grown well in many parts of the country. Growths in the North and
in the West are noteworthy in this regard.
Net Sales of Roundup® during the year is Rs. 208.89 crores, higher by Rs.
69.86 crores (50%) over the previous year of Rs. 139.03 crores. The
increase is primarily driven by higher volume by 48% and higher net
realization by 12% in the Brand business. Prolonged monsoon and high
China acid prices has led to volume as well value growth.
The operating expense in the year is Rs. 204.28 crores, a 15% increase
over previous year, in spite of high inflationary trend. The increase
is mainly due to higher volumes and Inflationary pressures.
Other non - operating income for the year is at Rs. 12.92 Crores, which
is lower by Rs. 3.99 Crores over the last year (Rs. 16.91 Crores). The
decrease in other non-oprating income which is on account of lower
investment due to payment of special interim dividend to shareholders.
DIVIDEND & SHARE CAPITAL
During the F.Y. 2013-14, your Company declared an interim and a special
dividend of Rs. 12 (Rupees Twelve only) and Rs. 50 (Rupees Fifty only) per
equity share. In addition, your Directors are pleased to recommend a
payment of Rs. 30 (Rupees Thirty only) per equity share as the final
dividend for the financial year ended March 31, 2014. If approved, the
total dividend (interim and final dividend) for the financial year
2013-14 would be Rs. 92 (Rupees Ninety Two only) per equity share.
CORPORATE GOVERNANCE
A detailed report on the corporate governance system and practices of
the Company forming part of this report is given as a separate section
of the Annual Report.
The requisite Certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the Clause 49 is attached to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS A management discussion and analysis
on the business and operations of the Company forming part of this
report is given as a separate section of the Annual Report.
DIRECTORS
The following changes occurred in the Board of Directors of the Company
during the financial year:
Mr. Ravinder Reddy tendered resignation as the Director of the Company
effective December 2, 2013. Your Board of Directors acknowledge and put
on record its deep appreciation for the valuable contributions rendered
by Mr. Ravinder Reddy during his tenure. Mr C. Ravishankar has been
appointed as an Additional Director in accordance with Section 260 of
the Companies Act, 1956 with effect from December 6, 2013.
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. R.C. Khanna retires by
rotation at the ensuing Annual General Meeting and, being eligible,
offers himself for re-appointment.
Mr. H.C. Asher and Mr. Pradeep Poddar, both Non Executive, Independent
directors of the Company whose period of office was liable to
determination by retirement of directors by rotation as per the
provisions of erstwhile Companies Act, 1956 are proposed to be
re-appointed to hold office for two consecutive years for a term upto
date of the 66th Annual General Meeting of the Company. Their
re-appointment is proposed pursuant to the provisions of Sections 149,
150, 152 and any other applicable provisions of the Companies Act,
2013, the rules made thereunder (including any statutory
modification(s) or re-enactment thereof for the time being in force)
read with Schedule IV to the Companies Act, 2013 and General Circular
no. 14/2014 dated 9th June, 2014, issued by the Ministry of Corporate
Affairs.
A brief profile of each of the said directors as required by Clause
49(IV)(G) of the Listing Agreement forms a part of the Notice contained
in this Annual Report. The Board recommends the same for shareholders''
approval in the ensuing Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT In compliance with Section 217(2AA)
of the Companies Act, 1956 ("the Act"), your Directors, on the basis of
information made available to them, confirm the following:
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed and that no material departures have been
made from the same;
b) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
c) They have taken proper and sufficient care to the best of their
knowledge and ability, 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
d) They have prepared the annual accounts on a going concern basis.
The above has been reviewed and noted by the Audit Committee at its
meeting held on May 30, 2014.
PERSONNEL
The Company continues to maintain cordial relationship with its
workforce at all locations. Continuous upgradation of core skills,
through training programs conducted by internal as well as external
agencies, are an integral part of human resources development policy of
the Company.
Information as per Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 as amended,
is available at the registered office of your Company. However, in
terms of Section 219(1)(b)(iv) of the Act, this report and accounts are
being sent to all members of the Company and others entitled thereto
excluding the aforesaid information. Any member interested in obtaining
such particulars may write to the Company Secretary at the registered
office of the Company.
AUDITORS AND AUDITORS'' REPORT M/s Deloitte Haskins & Sells, LLP (DHS),
Chartered Accountants, (117366W/W-100018), the Statutory Auditors of
the Company hold office until the conclusion of the ensuing Annual
General Meeting and are recommended for re-appointment for a term of
three years i.e. until conclusion of the 67th Annual General Meeting of
the Company. DHS has furnished a certificate under Section 139(1) of
the Companies Act, 2013, of their eligibility for re-appointment.
Auditors'' Report to the shareholders does not contain any
qualification.
CoST AuDIToRS
Pursuant to the direction from the Ministry of Corporate Affairs for
appointment of Cost Auditors, your Board had re-appointed M/s ABK &
Associates, as the Cost Auditor of your Company for the financial year
2013-14 to conduct the audit of the cost records of the Company.
The report with respect to the audit of cost accounts maintained in
respect of insecticides manufactured by the Company will be submitted
to the Central Government in due course.
CONSERVATION OF ENERGY & TECHNOLOGY
ABSORPTION
The information required to be furnished pursuant to section 217(1)(e)
of the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988 is
enclosed as Annexure - 1 and forms part of this report.
FOREIGN EXCHANGE EARNINGS AND OUTGO The details of earnings and
expenditure in foreign currency are given in Notes 30 and 31 in the
Notes to the Accounts.
FIXED DEPOSITS
Your Company has not accepted any public deposits under Section 58A of
the Companies Act, 1956 during financial year 2013-14.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the
assistance and co-operation received from its shareholders, Government
authorities, vendors, channel partners, and other business associates.
Your Directors appreciate the continued support from Monsanto Company,
USA and would also wish to place on record their deep sense of
appreciation for the committed services by the employees of the
Company. Without this support, the Company would not be able to
successfully serve its farmer customers whose success eventually
determines the Company''s success.
For and on behalf of the Board of Directors
Sekhar Natarajan
Mumbai: July 11, 2014 Chairman
Mar 31, 2013
To the Shareholders,
The Directors are delighted to present the 63rd Annual Report of your
Company together with the Audited Financial Statements for the
financial year ended 31st March, 2013.
Financial Highlights
The financial performance of your Company, for the year ended 31st
March, 2013 is summarized below:
(Rs. in Crores)
Year ended 31st Year ended 31st
March, 2013 March, 2012
Net Sales 436.54 367.98
Profit Before Taxes 74.97 60.14
Taxation 7.63 9.95
Balance of Profit 67.34 50.19
Add: Balance brought forward from
previous year 118.70 113.65
Amount Available for Appropriation 186.04 163.84
Appropriated As Under:
a. Interim Dividend 17.27 17.26
b. Tax on Interim Dividend 2.80 2.80
c. Proposed Final Dividend 20.72 17.26
d. Tax on proposed Final Dividend 3.52 2.80
e. Transfer to General Reserve 6.73 5.02
Balance in Statement of Profit & Loss 135.00 118.70
During the financial year under review your Company posted a Profit
After Tax (PAT) ofRs. 67.34 Crores for F.Y. 2012-13 compared to
previous year PAT ofRs. 50.19 Crores (a 34% rise). Pre-tax profits are
also higher by 25% atRs. 74.97 Crores. (previous year Rs. 60.14Crores)
Net Turnover for the year under review, atRs. 436.54 Crores compared to
Rs. 367.98 Crores for the previous F.Y. grew by 19% primarily driven by
robust growth in Corn as well as Roundup®. Net Sales of Corn during
the year under review is Rs. 297.51 Crores, which is higher byRs. 30.15
Crores (11%) in comparison with the previous year. Net Sales of
Roundup® during the year is Rs. 139.03 Crores, higher byRs. 38.41
Crores (38%) over the previous year.
Operational Highlights
Your Company''s seeds'' sale was higher by 11% atRs. 297.51 Crores in the
F.Y. 2012-13 vis-a-visRs. 257.35 Crores in the F.Y. 2011-12.
Roundup® sales increased by 38% from Rs. 100.52 Crores in the F.Y.
2011-12 toRs. 139.03 Crores. The increase is primarily driven by volume
growth and higher realization throughout the year.
The operating expense in the year isRs. 177.85 Crores, which is 8%
increase over previous year, in spite of high inflationary trend.
Dividend & Share Capital
During the financial year 2012-13, your Company declared an interim
dividend ofRs. 10 (Rupees Ten only) per equity share. In addition,
your Directors recommend payment of Rs. 12 (Rupees Twelve only) per
equity share as the final dividend for the financial year ended 31st
March, 2013. If approved, the total dividend (interim and final
dividend) for the financial year 2012-13 will be Rs. 22 (Rupees Twenty
two only) per equity share.
Corporate Governance
A detailed report on the corporate governance system and practices of
the Company forming part of this report is given as a separate section
ofthe Annual Report.
Management Discussion And Analysis
A management discussion and analysis on the business and operations
ofthe Company forming part of this report is given as a separate
section ofthe Annual Report.
Directors
The following changes occurred in the Board of Directors ofthe Company
during the financial year:
Mr. Amitabh Jaipuria tendered resignation as the Managing Director
effective 1st March, 2013 and consequently he ceased to be a Director
on the Board of your Company. The Board acknowledges and has put on
record its deep appreciation for the valuable contributions rendered by
Mr. Amitabh Jaipuria during his tenure. The Board of Directors at its
meeting held on 28th January, 2013, appointed Mr. Gyanendra Shukla as
an Additional Director in accordance with Section 250 ofthe Companies
Act, 1955 with effect from 1st March, 2013 and as Managing Director
with effect from 1st March, 2013 to 28th February, 2015.
In accordance with the provisions ofthe Companies Act, 1955 and the
Articles of Association ofthe Company, the following directors retire
by rotation at the ensuing Annual General Meeting and, being eligible,
offer themselves for re-appointment.
- Mr. H. C. Asher; and
- Mr. Pradeep Poddar
A brief profile of each of the said directors as required by Clause
49(IV)(G) of the Listing Agreement forms a part of the Notice contained
in this Annual Report. The Board recommends the same for shareholders''
approval in the ensuing Annual General Meeting.
Directors'' Responsibility Statement
In compliance with Section 217(2AA) ofthe Companies Act, 1955 ("the
Act"), your Directors, on the basis of information made available to
them, confirm the following:
a) In the preparation ofthe annual accounts, the applicable accounting
standards have been followed and that no material departures have been
made from the same;
b) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
c) They have taken proper and sufficient care to the best of their
knowledge and ability, 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
d) They have prepared the annual accounts on a going concern basis.
The above has been reviewed and noted by the Audit Committee at its
meeting held on 29th May 2013.
Personnel
The Company continues to maintain cordial relationship with its
workforce at all locations. Continuous upgradation of core skills,
through training programs conducted by internal as well as external
agencies, are an integral part of human resources development policy
ofthe Company.
Information as per Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 as amended,
is available at the registered office of your Company. However, in
terms of Section 219(1)(b)(iv) of the Act, this report and accounts are
being sent to the shareholders excluding this annexure. Any shareholder
interested in obtaining this annexure may write to the Company
Secretary at the registered office of the Company.
Auditors and Auditors'' Report
M/s Deloitte Haskins & Sells (DHS), Registration No. 117366W, the
Statutory Auditors ofthe Company hold office until the conclusion ofthe
ensuing Annual General Meeting and are recommended for re-appointment.
DHS has furnished a certificate under Section 224(1B) ofthe Companies
Act, 1956, of their eligibility for re-appointment.
Auditors'' Report to the shareholders does not contain any
qualification.
Cost Auditors
Pursuant to the direction from the Ministry of Corporate Affairs for
appointment of Cost Auditors, your Board had reappointed M/s ABK &
Associates, as the Cost Auditor of your Company for the financial year
2012-13 to conduct the audit of the cost records ofthe Company.
The report with respect to the audit of cost accounts maintained in
respect of insecticides manufactured by the Company will be submitted
to the Central Government in due course.
Conservation of Energy & Technology Absorption
The information required to be furnished pursuant to Section 217(1)(e)
ofthe Act read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 is enclosed as Annexure
-1 and forms part of this report.
Foreign Exchange Earnings and Outgo
The details of earnings and expenditure in foreign currency are given
in Note 43 in the Notes to the Accounts.
Fixed Deposits
Your Company has not accepted any public deposits under Section 58A of
the Companies Act, 1956 during financial year 2012-13.
Acknowledgement
Your Board acknowledges the service rendered by the employees of the
Company for the satisfactory performance of the Company. The Board
appreciates the continued support from Monsanto Company, USA. The Board
thanks its shareholders, channel partners, and other business
associates for their support. Without this support, the Company would
not be able to successfully serve its farmer customers whose success
eventually determines the Company''s success.
For and on behalfofthe Board of Directors
Sekhar Natarajan
Mumbai:29th May, 2013 Chairman
Mar 31, 2012
The Directors have pleasure in presenting 62nd Annual Report of the
Company together with the Audited Financial Statements for the
financial year ended 31st March, 2012.
FINANCIAL HIGHLIGHTS
(Rs in crore)
Year ended Year ended
31st March, 2012 31st March, 2011
Net Sales 367.98 358.26
Profit Before Taxes 60.14 50.29
Taxation 9.95 7.46
Balance of Profit 50.19 42.83
Add: Balance brought forward from
previous year 113.65 95.19
amount available for appropriation
Appropriated As Under:
a. Interim Dividend 17.26 8.63
b. Tax on Interim Dividend 2.80 1.43
c. Proposed Final Dividend 17.26 8.63
d. Tax on proposed Final Dividend 2.80 1.40
e. Transfer to General Reserve 5.02 4.28
Balance in Profit & Loss Account 118.70 113.65
During the financial year under review your Company posted a Profit
After Tax (PAT) of Rs. 50.19 crore for F.Y. 2011-12 compared to PAT of
Rs. 42.83 crore for F.Y. 2010-11. Pre-tax profits are also higher at
Rs. 60.14 crore (previous year Rs. 50.29 crore). As you are aware,
during the last financial year, there was a one-time asset impairment
charge due to the diminution in the value of assets of the Company'Ãs
facility at Eluru, Andhra Pradesh, which resulted in a charge of
Rs.12.17 crore to our expenses. Excluding this restructuring impact,
the PBT for the year would have been lower by 4% and the PAT would have
been lower by 9%. Earning per share for the year stands at Rs.
29.07(previous year Rs. 24.81).
Net Turnover for the year under review at Rs. 367.98 crore, compared to
Rs. 358.26 crore for the previous F.Y., grew by 3% primarily driven by
a 13% growth in the chemistry business. Sale for corn seeds for F.Y.
2011-12 has remained flat at Rs. 267.36 crore. The pressures of
increasing costs and competition have had an impact on this year'Ãs
lower operating results.
OPERATIONAL HIGHLIGHTS
The Company's seeds' sales was maintained at almost the same level (Rs.
269.34 crore in F.Y. 2010-11 vis-a-vis Rs. 267.36 crore in F.Y.
2011-12).
The Company's Glyphosate sales increased by 13% from Rs. 88.92 crore in
F.Y. 2010-11 to Rs. 100.62 crore in F.Y. 2011-12 despite the pricing
challenge which continues to exist in the glyphosate business. The
Company's product continues to garner a quality premium. This business
has seen healthy growth in volumes of 18% on account of prolonged
rains, increasing cost of labor for manual weeding and proactive
customer related campaigns.
DIVIDEND & SHARE CAPITAL
Your Directors had declared an interim dividend of Rs. 10/- (@ 100%)
per equity share. Your Directors are pleased to recommend a final
dividend of Rs.10/- (@ 100%) per equity share for the year 2011-12 on
the share capital as enhanced by the issue of 8,631,174 bonus equity
shares during the year. The total dividend for the year would be
Rs.20/- (@ 200%) per equity share including the proposed final
dividend.
CORPORATE GOVERNANCE
A detailed report on the corporate governance system and practices of
the Company forming part of this report is given as a separate section
of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
A management discussion and analysis on the business and operations of
the Company forming part of this report is given as a separate section
of the Annual Report.
DIRECTORS
The following changes occurred in the Board of Directors of the Company
during the financial year:
Mr. R. C. Khanna retires by rotation at the ensuing Annual General
Meeting and, being eligible, offers himself for re-appointment.
Mr. Ravinder K. Reddy retires by rotation at the ensuing Annual General
Meeting and, being eligible, offers himself for re-appointment.
A brief profile of the said directors as required by Clause 49(IV)(G)
of the Listing Agreement is given in the AGM Notice contained in this
Annual Report. The Board recommends the same for shareholders'
approval in the ensuing AGM.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance with Section 217(2AA) of the Companies Act, 1956 ("the
Act"), your Directors, on the basis of information made available to
them, confirm the following:
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed and that no material departures have been
made from the same;
b) They have selected such accounting policies and applied them
consistently and made judgements 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 or loss
of the Company for that period;
c) They have taken proper and sufficient care to the best of their
knowledge and ability, 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
d) They have prepared the annual accounts on a going concern basis.
PERSONNEL
The Company continues to maintain cordial relationship with its
workforce at all locations. Continuous upgradation of core skills,
through training programs conducted by internal as well as external
agencies, are an integral part of human resources development policy of
the Company.
Information as per Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 as amended,
is available at the registered office of your Company. However, in
terms of Section 219(1)(b)(iv) of the Act, this report and accounts are
being sent to the shareholders excluding this annexure. Any shareholder
interested in obtaining this annexure may write to the Company
Secretary at the registered office of the Company.
AUDITORS
M/s Deloitte Haskins & Sells (DHS), Registration No. 117366W, the
Statutory Auditors of the Company hold office until the conclusion of
the ensuing Annual General Meeting. It is proposed to re-appoint them
to examine and audit the accounts of the Company for F.Y. 2012-13. DHS
have, under Section 224(1B) of the Companies Act, 1956, furnished a
certificate of their eligibility for re-appointment.
COST AUDITORS
M/s M. B. Ashtamkar, Cost Accountants, the erstwhile Cost Auditors have
resigned with effect from 18th April, 2012, due to personal reasons.
Board of Directors has appointed M/s. ABK & Associates, Cost Auditors
to audit Cost Accounting records for F.Y. 2011-2012 and F.Y. 2012-2013.
The report with respect to the audit of cost accounts maintained in
respect of insecticides manufactured by the Company will be submitted
to the Central Government in due course.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The information required to be furnished pursuant to Section 217(1)(e)
of the Act, read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 is enclosed as Annexure -
1 and forms part of this report.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of earnings and expenditure in foreign currency are given
in Note 43 in the Notes to the Accounts.
FIXED DEPOSITS
Your Company has not accepted any public deposits under Section 58A of
the Companies Act, 1956 during financial year 2011-12.
ACKNOWLEDGEMENT
Your Board acknowledges the service rendered by the employees of the
Company for the satisfactory performance of the Company. The Board
appreciates the continued support from Monsanto Company, USA. The Board
thanks its shareholders, channel partners, and other business
associates for their support. Without this support, the Company would
not be able to successfully serve its farmer customers whose success
eventually determines the Company's success.
For and on behalf of the Board of Directors
Sekhar Natarajan
Mumbai: 28th May, 2012 Chairman
Mar 31, 2011
To the Shareholders,
The Directors have pleasure in presenting their 61st Annual Report
together with the audited accounts for the year ended 31st March,
2011.
FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
Year ended Year ended
31st March, 2011 31st March, 2010
Net Sales 35826 41023
Profit Before Taxes 5029 5777
Taxation 746 (395)
Balance of Profit 4283 5382
Add: Balance brought forward from previous year 9519 6440
AMOUNT AVAILABLE FOR APPROPRIATION 13802 11822
APPROPRIATED AS UNDER:
a. Interim Dividend 863 863
b. Tax on Interim Dividend 143 147
c. Proposed Final Dividend 863 647
d. Tax on proposed Final Dividend 140 108
e. Transfer to General Reserve 428 538
Balance in Profit & Loss Account 11364 9519
13802 11822
During the financial year under review, the net sales of the Company
were Rs. 358.3 Crores as against Rs. 410.2 Crores in the financial year
2009-10. Net sales for the financial year 2009-10 included sales of Rs.
64.1 Crores for Butachlor and Alachlor business sold by the Company in
the year 2007-08, the sales of which have been marginal during the
financial year 2010-11. These sales were made as a part of the
manufacturing support agreed with the buyers of the said business at
the time of sale. Net sales for the financial year under review,
excluding the impact of such sales of Butachlor and Alachlor as
aforesaid, have grown marginally by over 3% as compared to the previous
year.
Profit before tax decreased by 13% to Rs. 50.3 Crores in the financial
year 2010-11 from Rs. 57.8 Crores in the financial year 2009-10. The
main r eason for the reduction in the pr ofit has been on account of
diminution in the v alue of assets of the Company's facility at Eluru,
Andhra Pradesh as part of a plan to consolidate manufacturing
operations in Hyderabad, Andhra
Pradesh. In order to enhance operational savings, the Company decided
to shift the seed processing and drying operations at Bellary,
Karnataka and Eluru to Hyderabad. The relevant assets at Eluru and
Bellar y have been shown under `Assets held for sale' in the Company's
balance sheet. The said assets are valued at the lower of net book
value and net realizable value in accordance with Accounting Standard
10 - Accounting for Fixed Assets. Therefore, in case of assets at
Eluru, the net realizable value has been lower by Rs. 12.17 Crores
based on a letter of intent issued by the Company to a prospective
buyer and the loss has been recognized in the Profit and Loss Account.
In respect of fixed assets at Bellary, the management expects to obtain
net realizable value higher than the net book value of the assets.
Therefore, the fixed assets at Bellary are carried at net book value.
Without this Rs. 12.17 Crores charge, the PBT would have been 8% higher
than the previous year.
Profit after tax decreased by 20% to Rs. 42 .8 Crores in the financial
year 2010-11 from Rs. 53.8 Crores in the financial y ear 2009-10.
Without restructuring impact, the PAT would have been 2% higher than
the previous year.
These results have been delivered despite the intense price pr essure
on Roundupî glyphosate herbicides and the one-time write off in
relation to diminution in value of assets described above.
OPERATIONAL HIGHLIGHTS
The Company's seeds sales increased by 1% from Rs. 266.31 Crores in the
financial year 2009-10 to Rs. 269.34 Crores in the financial year
2010-11. The domestic trade business saw strong growth in net sales of
8 %. However, there is a reduction in exports and bulk sale by 80% as a
result of lower e xports to South East Asia. In order to sustain and
gr ow the business, appropriate investments are being made in
production, quality and breeding.
The Company's glyphosate sales increased by 20% from Rs. 73.99 Crores
in the financial year 2009-10 to Rs. 88.70 Crores in the financial year
2010-11 despite the pricing challenge which continues to exist in the
glyphosate business. The C ompany's product continues to garner a
quality premium as compared to that of competitors. This business has
seen robust growth in volumes of 30% on account of prolonged rains,
increasing cost of labor for manual weeding and proactive customer
related campaigns.
DIVIDEND
Your Directors had declared an interim dividend of Rs. 10/- (@ 100%)
per equity share.
Your Directors are pleased to recommend a final dividend of Rs. 10/- (@
100%) per equity share for the year 2010-11.
The total dividend for the year would be Rs. 20/- (@ 200%) per equity
share including the proposed final dividend.
CORPORATE GOVERNANCE
A detailed report on the corporate governance system and practices of
the Company forming part of this report is given as a separate section
of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
A management discussion and analysis on the business and oper ations of
the Company forming part of this report is given as a separate section
of the Annual Report.
DIRECTORS
The following changes occurred in the Board of Directors of the Company
during the financial year:
Mr. Amitabh Jaipuria was re-appointed as the Managing Director of the
Company effective 1st November, 2010.
Mr. H. C. Asher retires by rotation at the ensuing Annual General
Meeting and, being eligible, offers himself for re-appointment.
Mr. Sekhar Natar ajan retires by r otation at the ensuin g Annual Gener
al Meeting and, bein g eligible, offers himself f or re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance with Section 217(2AA) of the Companies Act, 1956 ("the
Act"), your Directors, on the basis of information made available to
them, confirm the following:
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed;
b) They have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of a fairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the A
ct, for safeguarding the assets of the C ompany and f or preventing and
detecting fraud and other irregularities; and
d) The annual accounts are prepared on a going concern basis.
PERSONNEL
The Company continues to maintain cordial r elationship with its
workforce at all locations. C ontinuous upgradation of core skills,
through training programs conducted by internal as well as external
agencies, are an integral part of human resources development policy of
the Company.
Information as per Section 21 7(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 as amended,
is a vailable at the r egistered office of your Company. This is giv en
in an anne xure which forms part of this report. However, in terms of
Section 219(1)(b)(iv) of the Act, this report and accounts are being
sent to the shareholders excluding this annexure. Any shareholder
interested in obtaining this annexure may write to the Company
Secretary at the registered office of the Company.
AUDITORS
M/s. Deloitte Haskins & Sells, C hartered Accountants, retire as
auditor s of the C ompany at the ensuin g Annual Gener al Meeting and,
being eligible, are proposed for re-appointment.
COST AUDITORS
The report of Mr . M. B. Ashtamker , Cost Accountant, in respect of
audit of the cost a ccounts maintained in r espect of insecticides
manufactured by the C ompany, for the financial y ear 2009-10 was
submit ted to the C entral Government on 3rd June, 2010 within
prescribed time. Mr. M. B. Ashtamker, Cost Accountant, was re-appointed
as the Cost Auditor for the financial year 2010-11 and the report
thereof will be submitted to the Central Government in due course.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
The information required to be furnished pur suant to Section 21
7(1)(e) of the A ct read with the C ompanies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988 is enclosed as
Annexure - 1 and forms part of this report.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of earnings and expenditure in foreign currency are given
in Notes to Accounts in Schedule 14, paras 6 and 7.
ACKNOWLEDGEMENT
Your Board acknowledges the ser vice rendered by the emplo yees of the
C ompany for the satisfactory performance of the Company. The Board
appreciates the continued suppor t from Monsanto Company, USA. The
Board thanks its shar eholders, channel partners, and other business
associates f or their support. Without this support, the Company would
not be able to successfully serve its farmer customers whose success
eventually determines the Company's success.
For and on behalf of the Board of Directors
Sekhar Natarajan
Mumbai: 30th May, 2011 Chairman
Mar 31, 2010
The Directors have pleasure in presenting their 60th Annual Report
together with the Audited Accounts for the year ended 31st March, 2010.
Financial Highlights
(Rs. in Lacs)
year ended Year ended
31st March, 31st March,
2010 2009
Net Sales 41014 39019
Proft Before Taxes 5777 8693
Taxation (395) (1339)
Balance of Proft 5382 7354
Add: Balance brought forward from previous 6440 2245
year
amount available for appropriation 11822 9599
Appropriated as under:
a. Interim Dividends 863 1036
b. Tax on Interim Dividends 147 176
c. Proposed Final Dividend 1036
d. Tax on proposed Final Dividend 176
e. Transfer to General Reserve 735
Balance in Proft & Loss Account 6440
11822 9599
During the year under review, the net sales of the Company increased by
6% to Rs.410.1 Crores in fnancial year 2009-10 from Rs.387.0 Crores in
the fnancial year 2008-09. Proft before tax decreased by 33.5% to
Rs.57.8 Crores in the fnancial year 2009-10 from Rs.86.9 Crores in the
fnancial year 2008-09. Proft after tax decreased by 26.8% to Rs.53.8
Crores in the fnancial year 2009-10 from Rs.73.5 Crores in the fnancial
year 2008-09.
Proftability was impacted mainly due to the global mismatch between
supply and demand of glyphosate herbicides, this impacted our fagship
brand Roundupî adversely. This negative impact was made up in part by
the strength of our Dekalbî maize franchise and also by focused cost
side actions.
Operational Highlights
During the year, the Companys seeds sales increased from Rs.228.7
Crores in fnancial year 2008-09 to Rs.272.2 Crores in fnancial year
2009-10 marking an increase of 19.0%. The business also saw strong
volume growth. The Companys seed business marked better margin
realization during the year through a combination of high quality
products, better mix and cost management. The increase in the sales is
being well supported by appropriate investments in Production, Quality
and Breeding to sustain the growth.
The global situation in glyphosate deteriorated during the year with
supply far exceeding demand and with the consequent impact on prices
and realizations. The oversupply also meant that competition heated up
with many players resorting to sales based on marginal costing, thus
dragging the market down even more. The global prices of glyphosate
products were down by more than 30% during the year.
Despite intense competition in the glyphosate herbicides market, sales
of our market leading Roundupî brand increased in volume terms. This is
an encouraging sign and underlines the strength of the brand.
The year also saw the completion of the restructuring exercise that we
had undertaken over the past three years, with the completion of our
post sale service agreements with the buyers of our Butachlor and
Alachlor businesses. With this now, we are 100% focused on our maize
and glyphosate businesses.
During the year the management took many proactive steps to ensure that
costs were kept under a tight leash. This focus led to a large savings
in manpower and administrative costs.
Dividend
During the year, the Board of Directors declared Interim Dividend of
Rs.10/- per equity share on 16th October, 2009.
Your Directors are pleased to recommend a fnal dividend of Rs. 7.50 per
equity share to the shareholders.
The total dividend for the fnancial year 2009-10 including the proposed
fnal dividend is Rs. 17.50 per equity share.
corporate governance
A detailed report on the Corporate Governance system and practices of
the Company is given as a separate section of the Annual Report.
Management discussion and Analysis
A Management Discussion and Analysis on the business and operations of
the Company is given as a separate section of the Annual Report.
Directors
The following changes occurred in the Board of Directors of the Company
during the year under review:
a) Mr. Bradley Louis Huseman resigned as Director of the Company
effective 10th September, 2009.
b) Mr. Ravinder K. Reddy was appointed as an Additional Director of the
Company on 10th September, 2009.
Mr. Pradeep Poddar retires by rotation at the ensuing Annual General
Meeting and, being eligible, offers himself for re-appointment.
Mr. Ravinder K Reddy was appointed as an additional director of the
Company upto the ensuing Annual General Meeting, being eligible offers
himself for re-appointment.
Directors Responsibility Statement
In compliance with Section 217(2AA) of the Act, your directors, on the
basis of information made available to them, confrm the following:
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed;
b) They have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2010 and of the proft or loss of the
Company for that period;
c) Proper and suffcient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) The annual accounts are prepared on a going concern basis.
Personnel
The Company continues to maintain cordial relationship with its
workforce at all locations. Continuous upgradation of core skills,
through training programs à conducted by internal as well as external
agencies, are an integral part of human resources development policy of
the Company.
The information regarding particulars of remuneration etc. of certain
employees required under Section 217(2A) of the Companies Act, 1956 and
the rules made thereunder is given in an Annexure which forms part of
this report. In terms of Section 219(1)(b)(iv) of the Companies Act,
1956, the Directors Report and Accounts are being sent to the
shareholders excluding this Annexure. Any shareholder interested in
obtaining this Annexure may write to the Company Secretary at the
registered offce of the Company.
Auditors
M/s. Deloitte Haskins & Sells, Chartered Accountants, retire as
auditors of the Company at the ensuing Annual General Meeting and,
being eligible, are proposed for re-appointment.
Conservation of Energy & Technology
Absorption
The information required to be furnished pursuant to Section 217(1)(e)
of the Act, read with the Companies (Disclosure of particulars in the
Report of the Board of Directors) Rules, 1988 is enclosed as Annexure Ã
1 and forms part of this Report.
Foreign exchange earnings and outgo
The details of earnings and expenditure in foreign currency are given
under Notes to Accounts in Para 6 and 7.
Acknowledgement
Your Board acknowledges the service rendered by the employees of the
Company for the satisfactory performance of the Company. The Board
also places on record its appreciation for the continued support from
Monsanto Company, USA. The Board also thanks its shareholders, channel
partners and other business associates for their support during the
year. Without this support we would not be successful in serving our
farmer customers whose success eventually determines our success as a
Company.
For and on behalf of the Board of Directors
Sekhar natarajan
Mumbai: 15th May, 2010 Chairman