Directors Report of PI Industries Ltd.
Mar 31, 2023
Your Directors are pleased to present the 76th Annual Report on the business and operations of the Company (PI) together with the Audited Financial Statements for the financial year ended March 31, 2023.
|
1. FINANCIAL HIGHLIGHTS (STANDALONE) (in |
'' million) |
|
|
Particulars |
FY 2022-23 FY 2021-22 |
|
|
Revenue from Operations |
62,704 |
50,769 |
|
Other Income |
1,589 |
999 |
|
Profit Before Interest, Depreciation and Tax |
16,789 |
12,112 |
|
Interest |
355 |
123 |
|
Depreciation |
2,217 |
1,984 |
|
Profit before Tax & Exceptional items |
14,217 |
10,005 |
|
Less: Current Tax |
(2,567) |
(1,852) |
|
Deferred Tax |
(464) |
(44) |
|
Profit after Tax |
12,114 |
8,197 |
|
Add: Other Comprehensive Income |
(396) |
87 |
|
Total Comprehensive Income |
11,718 |
8,284 |
|
Balance of retained earning brought forward from previous year |
36,008 |
28,563 |
|
- Profit for the year |
12,114 |
8,197 |
|
- Other Comprehensive Income (OCI) for the year |
(396) |
87 |
|
Appropriations: - |
- |
- |
|
Final Dividend on Equity Shares 2021-22 |
455 |
- |
|
2020-21 |
303 |
|
|
Interim Dividend on Equity Shares 2022-23 |
683 |
|
|
2021-22 |
455 |
|
|
Dividend Distribution Tax on Equity Shares |
- |
- |
|
Transfer to General Reserve |
- |
- |
|
Balance Profit carried forward |
46,035 |
36,008 |
|
Earnings Per Share - Basic (in '') |
79.84 |
54.03 |
|
- Diluted (in '') |
79.84 |
54.03 |
The Company''s Revenue from Operations for the year ended March 31, 2023, on a standalone basis stood at ''62,704 Million as compared to ''50,769 Million in the previous year registering a growth of 23.5% on YoY basis. The Operating Profit for the year was at ''15,200 Million as compared to ''11,113 Million in the previous year i.e., an increase of 36.78% YoY. The Net Profit for the year on standalone basis stood at ''12,114 Million as compared to ''8,197 Million in the previous year i.e., a growth of 47.79% YoY.
The Company''s Revenue from Operations for the year ended as on March 31, 2023, on consolidated basis stood at ''64,920 Million as compared to ''52,995 Million in the previous year, registering a growth of 22.50% on YoY basis. The Company''s Net Profit for the year ended March 31, 2023, on consolidated basis stood at ''12,295 Million during the year as compared to ''8,438 Million in the previous year, a growth of 45.71% YoY.
The Earnings Per Share (EPS) for the year stood at ''81.06 per share, shows a growth of 45.66% as compared to ''55.65 per share for the previous year.
The Company invested ''425 Million in fixed assets for the expansion of manufacturing and Research & Development capacities.
No amount was transferred to general reserves during the year.
3. PRESENTATION OF STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS
The financial statements of the Company for FY 2022-23, on a standalone and consolidated basis, have been prepared in compliance with the Companies Act, 2013 (the ''Act'') applicable Accounting Standards and the Listing Regulations and amendments thereto and are disclosed in accordance with Schedule III of the Act. The consolidated financial statements incorporate the audited financial statements of the subsidiaries and joint ventures of the Company.
During the year under review, the Company launched seven new products, namely Distruptor, Brofreya, Dinoace, Taurus (Insecticide), Tomatough (Biostimulant), Provide (Herbicide) & Sectin (Fungicide).
⢠Distruptor is an innovative technology which protects the Rice crop from devastating pests like BPH (Brown Plant Hopper) & WBPH (White Backed Plant Hopper). Powered with XP technology it works on all stages of BPH. Distruptor launch in rice markets across the country has placed us well in the dynamic BPH segment.
⢠Dinoace is a dual action insecticide recommended for sucking pests'' control on Cotton crop. It is powered by DSA technology which gives quick knockdown action & a long duration control.
⢠Brofreya is a revolutionary insecticide which is bringing technological advancement for Indian farmers. It gives cross spectrum control on Lepidopteran & sucking pests. It is a safer chemistry with only 1 day PHI (Pre-Harvest Interval).
⢠Taurus is first addition of a nematicide in PI''s portfolio. It helps in management of nematodes in Tomato crop.
⢠Tomatough is a seaweed-based product which, with its superior technology, helps in boosting plant health & endogenous immunity in crops.
⢠Sectin is a combination fungicide with excellent curative control against Downy mildew & late blight.
⢠Provide is a herbicide with pre-emergence to post-emergence application on Cotton crop. With advanced MEC formulation & dual mode of action, it gives broad-spectrum control. The addition of Provide has strengthened PI''s Cotton Crop Solution (CCS) portfolio.
Normal monsoon season during the crop sowing period of Kharif supported timely sowing of crops and normal acreages in each crop segment. Continuous rain in June-July resulted in the growth of herbicides. Newly introduced cotton herbicide Provide was received well in the market. Likewise, Elite on Corn crop also performed well for the business.
Tremendous efforts were made by the organization to support ongoing transition from a product approach to a crop solution approach. Different initiatives were taken for it- Dhan Dhaan Kisaan for rice crop, CCS plots for cotton crop, and chilli micro battle for chilli crop (Horticulture business). These initiatives have kept all stakeholders focused on the goal.
The Company''s exports grew 26% during FY23 as compared to the previous year due to scale up of existing products and introduction of 4 new products.
The Company successfully commercialized 4 new molecules during the year, which also included 2 new Electronic Chemicals, marking the Company''s foray into this niche specialized field offering promising potential in the future. Continuing on its thrust in investing for the future and ramping up its capabilities, the Company has operationalized "Flow-Chemistry" at the commercial plant level, successfully commissioned a manufacturing facility for MMH and established Azide chemistry at a commercial scale.
The Company continues to explore and adopt new innovations in chemistry, process and engineering technologies, and is working with innovator partners to introduce novel molecules globally and continue to expand its customer base.
Various new technology absorption measures were also undertaken at plants in line with Industry 4.0 best practices. The Company implemented electronic notebooks as an analytical tool with an aim to digitalize the process development data and use the tool to fetch information from archive and other data analytics. The Company continues to work towards sustainable manufacturing, increasing the share of renewable energy in total energy sourcing and has further undertaken concrete measures for reduction of carbon footprint and water consumption. The Company has increased thrust on use of renewable energy usage and its share of the same in FY 23 has been 5.1% of total requirements. This is achieved by the implementation of energy sourcing through solar and hybrid power at all manufacturing locations.
In the past year, the Company has made significant progress in our digital initiatives, including application modernization, analytics, adoption of cloud technology, and strengthening our information security posture. One of the major achievements has been the successful modernization of the legacy applications, which has improved its performance and made it more user-friendly. The Company has also invested heavily in analytics, which has enabled it to gain deeper insights into business operations and make data-driven decisions. Furthermore, its adoption of cloud technology has enabled it to be more agile and responsive to changing business needs. It has migrated key applications and workloads to cloud, which has improved its scalability, reliability and reduced costs. Additionally, it has made significant investment in the information security posture, ensuring that the systems are protected against cyber threats and data breaches. It has implemented several security measures, such as multi-factor authentication, mobile device management, data leak prevention, 24 X 7 Security Operations Center (SOC), and regular vulnerability assessments, to keep its systems and data safe. Overall, the digital initiatives have helped to enhance the operational efficiency, drive innovation, and improve the overall competitiveness in the marketplace.
In a year marked with geo-political uncertainties, the Company has further reduced dependency on single sources, in line with its commitment to de-risk the supply chain and ensure supply sustainability.
The Research & Manufacturing facility of the Company at Udaipur bagged the Karkhana Suraksha Puraskar 2023 (Factory Safety Award 2023) under the category of Large-Scale Industries. The award was presented by the Factories and Boiler Inspection Department, Rajasthan, in association with National Safety Council - Rajasthan State Chapter on the occasion of the 52nd National Safety Day, March 04, 2023.
The Company has been declared the winner of the esteemed Golden Peacock Award for Corporate Social Responsibility for the year 2022 by the Awards Jury under the Chairpersonship of Hon''ble Justice M. N. Venkatachaliah, former Chief Justice of India and former
Chairperson, National Human Rights Commission of India, and National Commission for Constitution of India Reforms.
The Company retained Ecovadis Gold medal in sustainability achievement in 2022, with 97 percentile ranking.
The Company has been awarded the prestigious Golden Peacock National Quality Award for the year 2022. The list was declared by the Awards Jury under the Chairpersonship of Hon''ble Justice M.N. Venkatachaliah, former Chief Justice of India and former Chairperson, National Human Rights Commission of India and National Commission for Constitution of India Reforms after scrutiny of over 265 applications.
The Company has been featured amongst India''s Top 500 companies 2022 in the list of ESG-driven enterprises released by Dun & Bradstreet on July 14, 2022, and was also conferred the Corporate Award 2022 for Outstanding Performance.
The Company has been featured amongst the biggest players in India''s $212 billion Chemical Industry that is fuelling the chemical boom in India in Fortune India magazine, July 2022 issue.
Mr. Mayank Singhal, Vice Chairperson and Managing Director of the Company, was honoured as India''s BEST CEO in the Agriculture & Allied sector at the 10th edition of the Business Today (BT-Mindrush) event held on June 24, 2022. The award was presented to him by the Hon''ble Minister Shri Piyush Goyal (Minister of Commerce & Industry, Consumer Affairs, Food & Public Distribution, and Textiles, Govt. of India), in the august presence of Mr. Narayana Murthy (Infosys), Shri R C Bhargava (Maruti Suzuki India), T. V. Narendran (Tata Steel), S. N. Subrahmanyan (Larsen & Toubro) and several other industry leaders.
The Company''s manufacturing site at Jambusar (Gujarat) has been successfully awarded ISO 9001:2015 certification. This prestigious certification is a testimony to the Company''s quality commitment.
Mr. Mayank Singhal has also been chosen to lead CII Northern Region''s (CII-NR) Committee on Agriculture, Food Processing and Dairy as its Chairperson for 2022-23. This special recognition comes from his outstanding contribution and commitment to CII-NR which works to create and sustain an environment conducive to the development of India, partnering with industry, government, and civil society through advisory and consultative processes.
Mr. Mayank Singhal has also been recognized as Asia''s Promising Business Leader by the Economic Times (ET), a widely read business-focused daily newspaper from The Times Group during The Economic Times Asian Business Leaders Conclave 2021-22.
6. RESEARCH & DEVELOPMENT (R&D)
During the financial year FY 23, various departments of R&D have integrated into a new "PI Research & Development", to make a broader use of resources, capabilities and to realize synergies.
The process R&D team was actively engaged in more than 50 projects in the areas of agrochemistry, electronic chemicals, and life cycle management. Literature search, feasibility analysis and lab studies were carried out for 36 projects that are targeting external customers. For 10 of these projects, representative samples have been prepared and submitted to various customers for evaluation and validation. Process demonstration has been completed on kilolab and pilotplant scale for 13 projects, and 6 projects are presently in various stages of commercialization.
For one of the aforesaid projects, an innovative process based on flow-chemistry was successfully implemented on a commercial scale, thereby significantly improving the process efficiency for large scale manufacturing. This approach will result in a reduced ESG-related footprint, exemplifying opportunities to adopt this technology for further projects.
To extend the backward integration into key intermediates for new and ongoing projects, R&D activities on the area of gas phase fluorination have been initiated.
A new biotechnology laboratory has been built to develop enzymes as biocatalysts for chemical transformations, targeting the development of greener and safer processes from an environmental point of view, and extending the technology platform of PI as a whole.
The product innovation team is running a state-of-the-art integrated R&D set-up for crop protection, with chemical discovery, laboratory, and greenhouse facilities for biological testing and with farm resources for first field trials. This facility supports various R&D projects, with a focus on plant diseases, animal pests and weed control. Scientifically, it involves chemical synthesis from discovery to scale-up, analytics for structural elucidation, quantitation as well as preparative purification and separation, molecular design and modelling, classical biological evaluation (in vitro lab, in vivo lab, greenhouse, and field testing) supported by biochemical and molecular biology research, and by formulation development. All these activities are connected by an integrated high-end electronic data documentation and management system.
A knowledge management function, responsible for literature and patent search, competitor and customer intelligence, patent filing and prosecution, and intellectual property management, is complementing the science and technology-related activities across entire R&D, offering its services to various PI business groups and to corporate functions.
The Company''s R&D strategy and its implementation are well supported by a strong team of more than 450 research scientists with international experience, having state-of-the-art expertise in chemistry, analytical techniques, biological and biochemical testing, mode of action studies, tox and e-tox studies, IP management and basic and detailed process engineering including process safety.
The research assignments are involving global partners including CROs offering expertise in special areas of chemistry, engineering, IT, special analytical, biology, global field trials, and regulatory disciplines. This is complemented by a growing network of contacts to academia within India and on an international scale.
With respect to its customer research and manufacturing business, the Company continues to pursue cost leadership in which the R&D team is playing a vital role by focusing on process innovations and cost improvement opportunities for the existing product portfolio, to identify cost improvement opportunities and at the same time maintaining the highest standards of Quality, Health, Safety and Environment (QHSE). The Company''s R&D and manufacturing teams are constantly working together following the ESG paradigm, e.g., with respect to green chemistry, waste reduction, energy savings, minimizing the carbon footprint, reducing the environmental load, and enhancing safety of processes and products.
The Company continued to focus on managing cash efficiently and ensured that it has adequate liquidity and back up lines of credit. Net cash from operations for the year stood at ''15,021 Million. The Company follows a prudent financial policy and aims at maintaining an optimum financial gearing. The Company''s debt to equity ratio was Nil as on March 31, 2023.
In the financial year 2022-23, CRISIL carried out the review of credit rating of loans and based upon its assessment, reaffirmed the credit rating for long term loans at AA /Stable whereas for short term loans, rating was reaffirmed at A1 . This reflects a very high degree of safety regarding timely servicing of financial obligations and a vote of confidence reposed in the Company''s financials.
During the year, the Board of Directors of the Company declared an interim dividend of '' 4.5/- per equity share in its Board meeting held on February 14, 2023, on 15,17,18,118 equity shares of face value of '' 1/- each which was paid on March 06, 2023.
The Board of Directors at its meeting held on May 18, 2023 has recommended a final dividend of ''5.5/- per equity share of face value of ''1/- each, which if approved at the forthcoming Annual General Meeting (AGM), will be paid to all those equity shareholders of the Company whose names appear in the Register of Members and whose names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited as on record date i.e., August 11, 2023, fixed for this purpose. The total dividend for the year would be ''10/- per equity share of face value of '' 1/- each.
The dividend recommended is in accordance with the principles and criteria set out in the dividend distribution policy of the Company. The dividend, if declared at the ensuing AGM will be taxable in the hands of the members of the Company pursuant to Income Tax Act, 1961. For further details on taxability, please refer AGM Notice.
PI believes in maintaining a fair balance between cash retention and dividend distribution. Cash retention is required to finance acquisitions and future growth and as a means to meet any unforeseen contingencies.
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulationsâ) the Company has formulated its Dividend Distribution Policy which specifies the financial parameters, internal and external factors that are to be considered by the Board while declaring a dividend. Dividend Distribution Policy is uploaded on the Company''s website i.e.
https://www.piindustries.com/Media/Documents/Dividend%20
Policy%20(f).pdf
9. SUBSIDIARIES & JOINT VENTURES
As on March 31, 2023, the Company had seven (7) wholly owned subsidiaries and two (2) joint ventures with leading Japanese companies. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements consisting financials of all its subsidiaries and joint ventures. The key highlights of these subsidiaries and joint venture companies are as under:
i. Jivagro Limited
The Company owns 100% stake in Jivagro Limited. It is engaged in horticulture business. The total revenue of Jivagro Limited stood at ''2,863 Million with net profit of ''174 Million posted during the year ended March 31, 2023.
ii. PI Health Sciences Limited
The Company owns 100% stake in PI Health Sciences Limited. It is engaged in the pharmaceutical business. In order to enable its plans of growth and expansion in the pharmaceutical sector, PI Health Sciences Limited has incorporated a wholly-owned subsidiary in Netherlands i.e., PI Health Sciences Netherlands B.V on April 07, 2023 and also acquired 100% shareholding in two companies i.e., Therachem Research Medilab (India) Private Limited and Solis Pharmachem Private Limited on June 02, 2023. Further, PI Health Sciences Netherlands B.V has incorporated a wholly-owned subsidiary in United States i.e., PI Health Sciences USA LLC on April 24, 2023 and acquired 100% shareholding of Archimica S.p.A. on April 27, 2023.
iii. PI Life Science Research Limited
The Company owns 100% stake in PI Life Science Research Limited, which carries on the business of R&D for developing new products. The Company posted a profit of ''39.87 Million during the year ended March 31, 2023, on account of various R&D activities for developing new products.
iv. PI Japan Co. Limited
The Company owns 100% stake in PI Japan Co. Limited, incorporated in Japan, which takes care of business development activities of the Company in Japan. The Company posted a net profit of JPY 3.42 Million during the year ended March 31, 2023. Due to the size of operations and local laws, the annual accounts of this Company are not required to be audited. The same have been certified by the management of the Company for the purpose of consolidation.
v. PILL Finance and Investments Limited
The Company owns 100% stake in PILL Finance and Investments Limited. The Company posted a profit of ''0.41 Million during the year ended March 31, 2023.
vi. PI Bioferma Private Limited
The Company owns 100% stake in PI Bioferma Private Limited. The Company is yet to start the business operations.
vii. PI Fermachem Private Limited
The Company owns 100% stake in PI Fermachem Private Limited. The Company is yet to start the business operations.
In terms of Regulation 16(1)(c) of the SEBI (LODR) Regulations, 2015, the Company does not have any material subsidiary as on March 31, 2023.
i. Solinnos Agro Sciences Private Limited
Solinnos Agro Sciences Private Limited (''Solinnos'') is carrying out registration activities for different products of Mitsui Chemicals Agro Inc., Japan, (''MCAG'') in India. The Company holds 49% stake in Solinnos through its subsidiary namely PI Life Science Research Limited, whereas remaining 51% stake is held by MCAG, Japan. Solinnos posted a net profit of ''31.24 Million during the year ended March 31, 2023.
ii. PI Kumai Private Limited
PI Kumiai Private Limited (''PI Kumiai'') is mainly engaged in the manufacturing and trading of agrochemicals in collaboration with Kumiai Chemical Industry Co. Ltd, Japan, owning 50% stake in this joint venture. The Company holds remaining 50% equity in PI Kumai through its subsidiary namely PI Life Science Research Ltd. The aforesaid joint venture posted a profit of ''106.31 Million during the year ended March 31, 2023.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the subsidiaries and associate companies is given in form AOC-1 attached as Annexure ''A'' to this Report.
In accordance with the provisions of Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing the Standalone and Consolidated Financial Statements along with the audited annual accounts of each subsidiary have been placed on the Company''s website i.e. https://www.piindustries.com/investor-relations/co-go/ Subsidiary-Financial-Statements
The Company has a well-defined enterprise risk management framework in place which interalia, includes identification of risks, including integration of new mergers & acquisitions, sustainability, cyber security and related risks inherent to operations of the Company. Risk management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives. Further, it
is embedded across all the major functions and revolves around the goals and objectives of the organization. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.
Pursuant to Regulation 21 of Listing Regulations, the Company has constituted a Risk Management Committee of the Board. As on March 31, 2023, the Committee comprises of 4 members including 1 Independent Director of the Company. The Committee met on September 02, 2022 and February 28, 2023. The Committee is authorized to monitor and review the risk management plan, apart from reviewing and recommending the modification to the Risk Management Policy, if any.
Risk Management Policy of the Company includes the identification, assessment and control of elements of risk, which in the opinion of the Board may threaten the existence of the Company.
11. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY
The Company has in place adequate Internal Financial Controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. The Company has identified and documented all key internal financial controls as part of its Internal Financial Control reporting framework. The Company has laid down well-defined policies and procedures for all critical processes across the Company''s plant, offices wherein financial transactions are undertaken. The policies and procedures cover the key risks and controls in all the processes identified to the respective process owner. In addition, the Company has a well-defined financial delegation of authority, which ensures approval of financial transactions by appropriate personnel. The Company uses SAP ERP to process financial transactions and maintain its books of accounts to ensure its adequacy, integrity and reliability. The Company has also deployed an online control tool to enhance the operating effectiveness of internal controls. The control system comprises of continuous audit and compliance by an in-house internal audit team supported by an appointed auditing firm. M/s Ernst & Young LLP have been engaged as the Corporate auditors covering all central corporate functions along with the CSM business vertical, and PKF Sridhar & Santhanam LLP who are covering the Agri Business vertical along with Depot audit. The agencies perform the internal audit, and also assess the internal controls and statutory compliances in various areas and provide suggestions for improvement. Independence of internal auditors is ensured through direct reporting to the Audit Committee. Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the financial transactions and review the various business processes. Internal Audit reports are placed before the Audit Committee of the Board.
Accordingly, the Board is of the opinion that the Company''s internal financial controls were adequate and effective as on March 31, 2023.
12. RELATED PARTY TRANSACTIONS
All arrangements / transactions entered by the Company with its related parties during the year were in the ordinary course of business and on an arm''s length basis. During the year, the Company has not entered any arrangement / transaction with related parties which could be considered material in accordance with the Company''s Policy on Related Party Transactions read with the Listing Regulations and accordingly, the disclosure of Related Party Transactions in Form AOC - 2 is not applicable. However, names of related parties and details of transactions with them have been included in Notes to the financial statements.
Prior omnibus approval of the Audit Committee has been obtained for the transactions which are foreseen and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.
The Policy on Materiality of Related Party Transactions and on dealing with related party transactions as approved by the Board is uploaded on the Company''s website i.e.
https://www.piindustries.com/Media/Documents/Policy%20on%20
Related%20Party%20Transactions.pdf
13. AUDITORS Statutory Auditor
The shareholders of the Company at 75th AGM held on September 03, 2022 had re-appointed M/s. Price Waterhouse Chartered Accountants, LLP, (ICAI Registration No-012754N/N500016), as the Statutory Auditors of the Company for a second term of 5 years and accordingly they hold their office from the conclusion of 75th AGM till the conclusion of 80th AGM of the Company to be held in 2027. The Auditors'' Report is unmodified i.e., it does not contain any qualification, reservation or adverse remark or disclaimer.
Pursuant to the directives issued by the Central Government under Section 148 of the Companies Act, 2013, an audit of the cost records relating to Insecticides (Technical grade and formulations) manufactured by the Company is required to be conducted by a cost auditor. The Board has appointed M/s K.G. Goyal & Co., Cost Accountants, Jaipur, as Cost Auditors, based on the recommendation of the Audit Committee for the conduct of the audit of cost records of Insecticides (Technical grade and formulations) for the year ended March 31, 2023.
The Board of Directors on the recommendation of the Audit Committee has approved the remuneration payable to Cost Auditors. In terms of Section 148 of the Companies Act, 2013 and rules made thereunder, members are requested to consider the ratification of remuneration payable M/s KG Goyal & Co., Cost Accountants.
As per Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and accordingly, such accounts and records are maintained.
The Board had appointed Mr. Rupinder Singh Bhatia (CP No.2514), Practicing Company Secretary, as Secretarial Auditor to carry out Secretarial Audit in accordance with the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the financial year ended March 31, 2023. The Secretarial Audit Report for the financial year ended March 31, 2023 has been obtained and does not contain any adverse qualification, which requires any comments from the Board. The Secretarial Audit Report for the financial year ended March 31, 2023, is annexed to this report as Annexure ''B''.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any guarantee during the year under review. However, the details of loans and investments made under the provisions of Section 186 of the Companies Act, 2013 are mentioned in the Notes to the financial statements.
The Company has not accepted any public deposits during the financial year 2022-23 and no amount of principal or interest was outstanding as on March 31, 2023.
16. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND
During the year, the Company had transferred an amount of ''6,82,885/- towards unclaimed dividend pending for more than seven years to the Investor Education and Protection Fund. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unclaimed amounts lying with the Company as on the date of last AGM held on September 03, 2022, on the Company''s website and same is also available on the on the website of the Ministry of Corporate Affairs. The details can be viewed at the Company''s website i.e.
https://www.piindustries.com/investor-relations/sh-ce/
Shareholders-Information
Pursuant to the provisions of section 124 of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred 1,800 equity shares on October 29, 2022, pertaining to shareholders in respect of which dividend remained unclaimed for a period of seven consecutive years to IEPF authority by way of corporate action through NSDL. The shareholders can claim their shares by making an application in form IEPF-5 online with IEPF authority. Ms. Sonal Tiwari, Company Secretary acts as a Nodal Officer of the Company for IEPF matters.
17. BOARD AND COMMITTEES Board of Directors
The Company''s Board of Directors comprises an optimum blend of Executive, Non-Executive and Independent Directors. The Chairperson of the Board is a Non-Executive Non-Independent Director. As on March 31, 2023, the Board of Directors comprised of eight (8) Directors out of whom two (2) are Executive Directors including Vice Chairperson & Managing Director and Joint Managing Director apart from six (6) Non-Executive Directors, out of which four (4) are Independent Directors including two (2) Women Independent Directors and two (2) Non-Executive Non-Independent Directors. The composition of the Board is in conformity with Regulation 17 of the Listing Regulations and the relevant provisions of the Companies Act, 2013. The Board members possess requisite qualifications and experience in general corporate management, strategy, finance, banking, taxation, risk management, merger & acquisitions, human capital & compensation, technology, legal and regulatory fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.
Mr. Narayan K Seshadri (DIN: 00053563) completed his second consecutive term as an Independent Director of the Company and ceased to be an Independent Director of the Company from closing hours of September 05, 2022. Further, he has been appointed as a Non-Executive Non-Independent Director of the Company w.e.f. September 06, 2022, pursuant to approval granted by the shareholders in the AGM held on September 03, 2022.
Mr. Shobinder Duggal (DIN: 00039580) was inducted as Additional Director on Board on November 12, 2021. Further, his appointment was regularised in the AGM held on September 03, 2022 as Independent Director.
Ms. Pia Singh (DIN: 00067233) was inducted as an Additional Director on the board w.e.f. August 03, 2022. Further, her appointment was regularised in the AGM held on September 03, 2022, as Independent Director.
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Arvind Singhal (DIN: 00092425) retires by rotation at the forthcoming AGM and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the approval of the members at the forthcoming AGM. Brief details of Mr. Arvind Singhal are given in the notice of AGM.
Dr. Raman Ramachandran (DIN: 00200297) resigned from the position of Non-Executive Non-Independent Director on the Board w.e.f. July 01, 2022, to pursue other interests in management and coaching. He has confirmed that there is no other material reason for resignation other than that mentioned in his resignation letter. The Board placed on record its appreciation for the services provided by him during his association with the Company.
Ms. Ramni Nirula (DIN: 00015330) completed her second consecutive term as an Independent Director of the Company and ceased to be Independent Directors of the Company from closing hours of September 05, 2022. The Board placed on record its appreciation for the services provided by her during his association with the Company.
Mr. Pravin K. Laheri (DIN: 00499080) completed his second consecutive term as an Independent Director of the Company and ceased to be Independent Directors of the Company from closing hours of September 05, 2022. The Board placed on record its appreciation for the services provided by him during his association with the Company.
There has been no other change in the Directors during the year under review since the last report.
Declaration by Independent Directors
The Company has received declaration(s) from all the Independent Directors confirming that they meet the criteria of independence provided under section 149(6) of the Act and regulation 16 of the Listing Regulations. The Independent Directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.
The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the Listing Regulations.
Details, as required under the Companies Act, 2013 and Listing Regulations, in respect of Directors seeking appointment/re-appointment subject to the approval of shareholders at the ensuing AGM are given in the notice of AGM.
Changes in Key Managerial Personnel
Mr. Naresh Kapoor resigned as Company Secretary of the Company w.e.f. June 16, 2022. The Board placed on record its appreciation for the services provided by him during his association with the Company.
Ms. Sonal Tiwari was appointed as the Company Secretary of the Company w.e.f. December 10, 2022.
There has been no change in other Key Managerial Personnel of the Company during the year under review since the last report.
Evaluation of the Board''s Performance
In compliance with the provisions of Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, an annual evaluation of the performance of the Board, Individual Directors as well as evaluation of the working of its committees was carried out by an external agency during the year under review. The evaluation framework for assessing the performance of Directors including the Chairperson of the Board comprised of criteria such as quality of
contribution to the Board deliberations, strategic inputs regarding growth of the Company and its performance, attendance at Board meetings and Committee meetings, independence of judgements, safeguarding the interest of the Company and commitment to stakeholders'' interests.
The Board and Nomination and Remuneration Committee at their meetings held on May 18, 2023, based on the report of performance evaluation, determined as required under law that the appointment of all independent directors may continue.
Number of Board meetings conducted during the year under review
During the year under review, seven (7) Board meetings were held on May 17, 2022, August 03, 2022, August 10, 2022, November 08, 2022, December 10, 2022, February 14, 2023 and March 06, 2023. Facility to attend meetings through video conference mode was provided for all meetings of the Board. The details of the Board meetings and attendance of the Directors are provided in the Corporate Governance Report.
Composition of CommitteesAudit Committee
As on March 31, 2023, Audit Committee comprises of 4 members with Mr. Shobinder Duggal, Independent Director as the Chairperson,
Mr. Narayan K. Seshadri, Ms. Lisa J. Brown and Ms. Pia Singh as members. Further, details on the Committee meetings held are given in the Corporate Governance Report.
All recommendations of the Audit Committee were accepted by the Board.
Stakeholder''s Relationship Committee
The Stakeholder''s Relationship Committee comprises of 3 members with Dr. T.S. Balganesh, Independent Director as the Chairperson, Mr. Shobinder Duggal and Mr. Rajnish Sarna as the members. Further, details on the Committee meetings held are given in the Corporate Governance Report.
A detailed update on the Board, its composition, detailed charter including terms and reference of various Board Committees, number of Board and Committee meetings held during FY 2022-23 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Report.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility statement: -
(a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards had been followed;
(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;®.
(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively ensuring
the orderly and efficient conduct of its business including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and
(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return in the prescribed form, which will be filed with Registrar of Companies/MCA, can be accessed at the Company''s website i.e.
https://www.piindustries.com/investor-relations/co-go/annual-
return
19. SECRETARIAL STANDARDS OF ICSI
The Company has devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.
20. REMUNERATION POLICY OF THE COMPANY
The Remuneration Policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including the criteria for determining qualifications, positive attributes, independence of a Director and other related matters have been provided in the Corporate Governance Report, which forms part of this Report.
''Caring'', ''Creative'', ''Courageous'' and ''Curious'' are our Values which guide and propel us towards living our Purpose of ''Reimagining a healthier planet''. Our work culture encourages innovation which in turn enables us to recharge, explore new opportunities, and deliver business goals. In this growth trajectory, our diverse human capital plays the most significant role. At PI, we are committed to attract, onboard, develop, engage, and retain diverse talent to ensure sustainable growth. Our talent philosophy offers all-round developmental opportunities for employees across the board. Our focus on technology driven processes & solutions encourages our employees to upskill themselves in the latest technological advancements in their domains. As an organization, we stay committed towards a strong employer brand, creating a diverse workforce, supporting the wellbeing of our people and care for their overall success.
Policy on Prohibition, Prevention and Redressal of Sexual Harassment at Workplace
The Company has a zero tolerance for any abuse against women at workplace. The Company has adopted a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as required under the "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013". The Company has constituted an Internal Complaints Committee (ICC) known as Prevention of Sexual Harassment (POSH) Committee to enquire into complaints of sexual harassment and recommend appropriate action. The Company received 3 (three) complaints under POSH during the financial year 2022-23. All the i complaints were disposed of during the period and there were no complaints pending as on March 31, 2023.
Particulars of Employees and related disclosures
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and annexed as Annexure ''C''. As per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the report and financial statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2). However, these are available for inspection during business hours up to the date of the forthcoming AGM at the registered office of the Company. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office address of the Company.
Employee Stock Option Plan / Scheme
The Company discontinued the grant of stock options under PII-ESOP Scheme, 2010 in the year 2017 as per the recommendation(s) of Nomination and Remuneration Committee of the Board. However, the stock options already granted, vest as per the terms and conditions contained in the grant letter. As per the Company''s ESOP scheme, options vest after a lock in period of one (1) year from the date of grant in a graded manner over the vesting period of four (4) years. The exercise price of stock options granted have been arrived by giving discount to the closing market price of the equity share on National Stock Exchange India Limited one day prior to the date of grant of option. No employee has been issued stock options equal to or exceeding 1% of the issued capital of the Company at the time of grant. Details of options as required under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is uploaded at the Company''s website i.e. https://www.piindustries.com/investor-relations/co-go/Other-Disclosures
During the year under review, there has been no change in the PII-ESOP Scheme, 2010. PII-ESOP Scheme, 2010 is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and this has been certified by the secretarial auditor of the Company.
21. VIGIL MECHANISM - WHISTLE BLOWER POLICY
The Company has an established vigil mechanism for Directors and employees to report their genuine concerns, as approved by the Board on the recommendation of the Audit Committee. The Whistle Blower Policy of the Company is formulated and uploaded on the Company''s website i.e.
https://www.piindustries.com/Media/Documents/Whistle%20
Blower%20Policy(r).pdf
The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure ''D'' attached to this report.
23. CORPORATE SOCIAL RESPONSIBILITY ("CSR")
In accordance with the requirements of Section 135 of the Companies Act, 2013, the Company has a CSR Committee comprising four (4) members with Ms. Pia Singh as Chairperson, Mr. Mayank Singhal, Mr. Rajnish Sarna and Dr. T.S. Balganesh as Members. During FY 2022- 23, the Committee met four times. The details of meetings and attendance thereat forms part of the Annual Report on CSR activities furnished in Annexure ''E'' attached to this report.
The CSR obligation of the Company for FY 2022-23 was ^165.17 Million. As on March 31, 2023, total amount spent on CSR activities by Company was ^137.24 Million. The unspent amount of ^27.93 Million was transferred to "Unspent CSR Account" of the Company within a period of thirty days from the end of financial year.
In terms of the provisions of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities is annexed to this Report. Detailed information on CSR Policy, its salient features, CSR initiatives undertaken during the year, details pertaining to spent and unspent amount forms part of Annual Report on CSR activities.
The CSR policy is hosted on the Company''s website i.e. https://www.piindustries.com/sustainabilitv/CSR/CSR-Policv
Further, the Chief Financial Officer has certified that the funds disbursed have been utilised for the purpose and in the manner approved by the Board for the FY 2022-23.
The Company takes pride in its Corporate Governance structure and strives to maintain the highest possible standards. A detailed report on the Corporate Governance code and practices of the Company along with a certificate from the auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Regulation 34 of SEBI (LODR) Regulations, 2015 forms part of the Report.
25. MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on the Management Discussion and Analysis is provided separately forms part of the Annual Report.
26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
A separate section of Business Responsibility and Sustainability describing the initiatives taken by the Company from an environmental, social and governance perspective, forms part of this Annual Report as required under Regulation 34(2)(f) of Listing Regulations.
27. INCLUSION IN TOP 100 LISTED ENTITIES
The Company has been included in the list of top 100 listed entities as per market capitalization as on December 31, 2022.
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: -
a) Issue of equity shares with differential rights as to dividend, voting or otherwise.
b) Issue of shares (including sweat equity shares) to employees of the Company.
c) Neither the Managing Directors nor the Whole-time Director of the Company received any remuneration or commission from any of its subsidiaries.
d) 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.
e) Other statutory disclosures
⢠The auditors, i.e., statutory auditors, secretarial auditors and cost auditors have not reported any matter under section 143(12) of the Act, and accordingly, details as required to be disclosed under section 134(3)(ca) of the Act, have not been furnished.
⢠There is no change in the nature of business of the Company during FY2022-23.
⢠A Cash Flow Statement for the FY 2022-23 is attached to the Balance sheet.
⢠The securities of the Company were not suspended from trading during the year.
⢠There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements are related and the date of the report.
Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from bankers, business associates, lenders, financial institutions, shareholders, various departments of the Government of India, as well as the State Governments of Rajasthan & Gujarat, the farming community and all our other stakeholders.
Your Directors place on record their appreciation of the valuable contribution made by the employees of the Company.
The Board places on record its sincere appreciation towards the Company''s valued customers in India and abroad along with its joint venture partners for the support and confidence reposed by them in the organization and looks forward to the continuance of this supportive relationship in the future.
Your Directors acknowledge the contribution and hard work of the employees of the Company and its subsidiaries at all levels, who, through their competence, hard work, solidarity and commitment have enabled the Company to achieve consistent growth.
Mar 31, 2022
Your Directors are pleased to present the 75th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2022.
1. FINANCIAL HIGHLIGHTS (STANDALONE)
|
(^ in Mn) |
||
|
Particulars |
FY 2021-22 |
|FY 2020-21 |
|
Revenue from Operations |
50,769 |
43,611 |
|
Other Income |
999 |
1,173 |
|
Profit Before Interest, Depreciation and Tax |
12,112 |
11,021 |
|
Interest |
123 |
284 |
|
Depreciation |
1,984 |
1,720 |
|
Profit before Tax & Exceptional items |
10,005 |
9,017 |
|
Less: Current Tax |
1,852 |
1,670 |
|
Deferred Tax |
(44) |
242 |
|
Profit after Tax |
8,197 |
7,105 |
|
Add: Other Comprehensive Income |
87 |
699 |
|
Total Comprehensive Income |
8,284 |
7,804 |
|
Balance of retained earning brought forward from previous year |
28,563 |
22,060 |
|
- Profit for the year |
8,197 |
7,105 |
|
- Other Comprehensive Income (OCI) for the year Appropriations: - |
87 |
699 |
|
Final Dividend on Equity Shares 2019-20 |
303 |
152 |
|
Interim Dividend on Equity Shares 2020-21 |
455 |
455 |
|
Dividend Distribution Tax on Equity Shares |
0 |
0 |
|
Transfer to General Reserve |
0 |
0 |
|
Balance Profit carried forward |
36,008 |
28,563 |
|
Earnings Per Share - Basic (in ^) |
54.03 |
47.98 |
|
- Diluted (in ^) |
54.03 |
47.97 |
Your Company''s Revenue from Operations for the year ended March 31, 2022 on standalone basis stood at ^ 50,769 Mn as compared to ^43,611 Mn previous year registering a growth of 16.41% on YoY basis. The Operating Profit for the year was at ^ 11,113 Mn as compared to ^ 9,848 Mn previous year i.e. an increase of 12.84 % YoY. The Net Profit for the year on standalone basis stood at ^ 8,197 Mn as compared to ^7,105 Mn in the previous year i.e. a growth of 15.37 %YoY.
Your Company''s Revenue from Operations for the year ended as on March 31, 2022 on consolidated basis stood at ^52,995 Mn as compared to ^ 45,770 Mn previous year, registering a growth of 15.78% on YoY basis. The Company''s Net Profit for the year ended March 31, 2022 on consolidated basis stood at ^ 8,438 Mn
during the year as compared to ^ 7,383 Mn in the previous year, a growth of 14.29% YoY.
The Earnings per share (EPS) for the year stood at ^ 55.65 per share, shows a growth of 11.47 % as compared to ^ 49.92 per share for the previous year.
Your Company invested ^ 3191 Mn in fixed assets for expansion of manufacturing and Research & Development capacities.
No amount was transferred to general reserves during the year.
Incorporation of a wholly owned subsidiary
Your Company incorporated one wholly owned subsidiary having its registered office in the State of Rajasthan for carrying out pharma activities namely:
- PI Health Sciences Limited, bearing CIN U24290RJ2021PLC076803 vide Certificate of Incorporation dated September 03, 2021 issued by Central Registration Centre, Ministry of Corporate Affairs.
Scheme of Amalgamation of - Isagro (Asia) Agrochemical Private Limited (Transferor Company) with PI Industries Limited (Transferee Company).
During the year under review, Isagro (Asia) Agrochemicals Private Limited business other than B2C got merged with PI Industries Limited vide order passed by the Hon''ble NCLT, Jaipur Bench dated December 06, 2021. The certified copy of order issued by the Hon''ble NCLT, Jaipur on December 15, 2021 was filed with ROC, Jaipur and Mumbai on December 31, 2021 making the merger effective from December 31, 2021. Consequently, lsagro (Asia) Agrochemicals Private Limited stands dissolved.
During the year under review, your company launched three new products namely DISTRUPTOR (Insecticide) DEFENSA and WAGON (Fungicides). Disruptor is for the control of Brown Plant Hoppers (BPH) in rice and has a wide acceptance across major rice growing markets in India. Defensa and Wagon are the fungicides for horticulture crops and rice respectively.
Adverse weather events in Kharif and continued disruptions owing to COVID impacted the overall demand pattern in first half. However healthy water levels in reservoirs because of late monsoon rains boosted the rabi crop acres across the country, your company gained its market share in Wheat and Chilli crops as well as in Biological segments. Inspite of various challenges in rice herbicide market in Kharif, your company was able to hold on to market share of Nominee Gold, a flagship rice herbicide of the company. Your Company was also able to successfully scale up of Awkira, a new generation wheat herbicide, with area treated has gone up by 3 times. Concerted efforts in Chilli geography in the rabi season has helped to gain market share in Chilli crop. In brand sales, growth was well supported by ''Bio-vita'', ''Humesol'', ''Awkira'', ''Keefun'', ''Snailkil'' & ''Header''. Regulatory delays in securing the approval for new products delayed many of the new launches during the year and has some impact on the business for the year.
Digital initiatives and approaches helped to reach wide range of customers in a cost-effective and efficient way. Company has made investments into digital tools to stay ahead of the competition in the market place. Your Company expanded the usage of ''ARIBA'' a sourcing platform and Automated Fleet Management of Application Spraying Services. Your Company has been focusing on introducing an advanced line-up of innovative products on the key crops to address the farmers needs as well as to grow the business. Many products are in the pipeline, the intent is to develop and introduce novel products, strengthening of existing partnerships & forging of new alliances, channel expansion and focus on creating a better customer experience are some of the key strategic initiatives that are expected to drive the growth in the coming years.
FY22 witnessed many firsts for your Company''s export enabling it to post a resilient performance in turbulent times. Your Company''s exports grew ~21% as compared to previous year on account of increase in volume growth of existing products, addition of new products as well as commissioning of a new Plant at Jambusar SEZ.
Your Company successfully commercialized 9 new molecules during the year which also included 2 new Electronic Chemicals marking your Company''s foray into this niche specialized field offering promising potential in future. Continuing on its thrust in investing for the future and ramping up its capabilities, your Company has operationalized "Flow-Chemistry" at Pilot level and also successfully commissioned manufacturing facility for MMH and established Azide chemistry at a commercial scale.
Your Company continues to explore and adopt new innovations in chemistry, process and engineering technologies. Your Company is working with innovator partners to introduce novel molecules globally and continued to expand its customer base.
Various new technology absorption measures were also undertaken at plants. In line with Industry 4.0 best practices, your Company implemented new age AI powered surveillance program and initiated deployment of other analytical tools with an aim to increase safety, production & asset efficiency at Jambusar SEZ.
Your Company continues to work towards sustainable manufacturing increasing share of renewable energy in total energy sourcing and has further undertaken concrete measures for reduction of carbon footprint and water consumption.
In a year marked with Geo-political uncertainties, your Company has further reduced dependency on the single sources, in line with its commitment to de-risk supply chain and ensure supply sustainability.
Your Company adeptly navigated through the devasting 2nd and 3rd waves of COVID by taking swift pre-emptive measures, including setting up Bio-bubbles for strategic locations, following strict COVID related SOPs and ensured business continuity and delivery commitments.
Your Company has emerged as one of the top quintile companies in its very first S&P Global Corporate Sustainability Assessment (CSA) with 82% percentile industry ranking in the results announced on 12th Nov 2021. These scores/rankings reflect PI''s commitment to fully integrate ESG principles into the Company''s business strategies and operations.
Mr. Mayank Singhal, Vice Chairperson and Managing Director, PI Industries Ltd. was ranked amongst India''s Best CEO in Agriculture and allied sector in the BT-PwC India''s Best CEOs ranking.
Your Company has been presented with two esteemed awards-Heritage Company of the Year and Lifetime Contribution to Indian Agrochemical Industry at the recently held FICCI-organised India @75: Chemical and Petrochemical Industry Awards 2021. The awards were distributed by Smt. Anupriya Patel, Hon''ble Minister of State, Department of Commerce, Ministry of Commerce & Industry, Government of India, in the presence of senior officials from the Department of Chemicals and Petrochemicals, Government of India, Industry captains, other stakeholders of the sector.
Your Company has bagged the prestigious ''Golden Peacock Award for Sustainability'' for the year 2021 in the Chemical sector. Your Company was adjudged winner from among 199 applicants through a rigorous 3-tier assessment process on parameters that exemplified commitment to excellence and high level of quality, the award is a testament to our strategic work and practices that are bringing about sustainable transformation.
Your Company received Certificate of Appreciation, Karkhana Suraksha Puraskar-2022 as an honour of high safety standards in plants.
Your Company has been awarded as Best Indian Supplier of 2021 by Iharabras S.A. Industrias Qufmicas, Brazil as a recognition of the commitment to manufacturing best quality products coupled with highest delivery and service standards.
Your Company featured as one of the 26 Indian companies in Forbes Asia Best under a Billion 2021.
5. RESEARCH & DEVELOPMENT (R&D)
During the year, the R&D team successfully carried out feasibility analysis of 48 Projects. 20 molecules were taken up for next stage of development. The year gone by saw a total of 10 projects successfully reaching the commercialization phase. As a part of product lifecycle management, the team also undertook process improvements for 9 projects in order to identify and implement cost & efficiency improvement opportunities at the plant level. Your Company crossed the milestone of having filed more than 130 patents. Your Company commissioned pharma lab at Udaipur (Rajasthan) and is also working on technology scale up of novel catalysts and green chemistry (ecoscale). The Company''s R&D and manufacturing teams are constantly working together to reduce environmental load, enhance safety and reduce cost.
Your Company is running a state-of-the-art integrated R&D set-up for crop protection, with chemical discovery, laboratory and green house facilities for biological testing and with farm resources for first field trials. This facility supports various R&D projects, with focus on plant diseases, animal pests and weed control. Scientifically, it involves chemical synthesis from discovery to scale-up, analytics for structural elucidation, quantitation as well as preparative purification and separation, molecular design and modelling, classical biological testing (in vitro lab, in vivo lab, greenhouse and field) supported by biochemical and molecular biology research, and by formulation development - everything connected by an integrated high-end electronic data documentation and management system. A knowledge management unit, responsible for literature and patent search, patenting and intellectual property management, complements these activities.
The research assignments involve global innovator partners. Your Company''s research strategy and implementation are well supported by a strong team comprising of more than 400 research scientists having expertise and international experience in chemistry, analytical techniques, biological and biochemical testing, mode of action, tox and e-tox studies, IP management and basic / detailed process engineering.
Your Company continues to pursue cost leadership in which R&D team plays a vital role by carrying out process innovations for several existing products to identify cost improvement opportunities and at the same time maintaining highest standards of Quality, Health, Safety and Environment (QHSE). The Company''s R&D and manufacturing teams are constantly working together to reduce environmental load, enhance safety and reduce cost.
Your Company continued to focus on managing cash efficiently and ensured that it has adequate liquidity and back up lines of credit. Net Cash from operations for the year stood at ^ 4,865 Mn. Your Company follows a prudent financial policy and aims at maintaining an optimum financial gearing. The Company''s Debt to Equity Ratio was almost 0.04 as on March 31, 2022.
During the year, CRISIL carried out the review of credit rating of loans and based upon its assessment, reaffirmed the credit rating for long term loans at AA /Stable whereas for short term loans, rating was reaffirmed at A1 . This reflects a very high degree of safety regarding timely servicing of financial obligations and also a vote of confidence reposed in your Company''s financials.
During the year, the Board of Directors of the Company declared an interim dividend of ^ 3/- per equity share in its Board Meeting held on February 03, 2022 on 15,17,18,118 equity shares of ^ 1/- each which was paid on March 02, 2022. The Directors are pleased to recommend a final dividend of ^ 3/- per equity share of ^ 1/- each, which if approved at the forthcoming Annual General Meeting, will be paid to all those Equity Shareholders of the Company whose names appear in the Register of Members and whose names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited as on record date fixed for this purpose. The total dividend for the year would be ^ 6/- per equity share carrying face value of ^ 1/- each.
PI believes in maintaining a fair balance between cash retention and dividend distribution. Cash retention is required to finance acquisitions and future growth and also as a mean to meet any unforeseen contingencies.
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulationsâ) the Company has formulated its Dividend Distribution Policy which specifies the financial parameters, internal and external factors that are to be considered by Board while declaring a dividend. Dividend Distribution Policy is uploaded on the website of the Company which can be accessed at https://www.piindustries.com/Media/Documents/ Dividend%20Policy%20(f).pdf
8. SUBSIDIARIES & JOINT VENTURES
As on March 31, 2022, your Company had seven (7) Wholly-owned Subsidiaries and two (2) Joint Ventures with leading Japanese Companies. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements consisting financials of all its Subsidiary Companies and Joint Ventures.
The key highlights of these Subsidiaries and Joint Venture Companies are as under:
SUBSIDIARY COMPANIESi) PI Life Science Research Limited
Your Company owns 100% stake in PI Life Science Research Limited, which carries on the business of R&D for developing new products. The Company posted a profit of ^ 36.94 Mn earned on account of various R&D activities for developing new products.
Your Company owns 100% stake in PI Japan Co. Limited, a Company based in Japan which takes care of business development activities of your Company in Japan. The Company posted a net profit of JPY 3.41 Mn during the year ended March 31, 2022. Due to the size of operations and local laws, the annual accounts of this Company are not required to be audited. The same have been certified by the Management of the Company for the purpose of consolidation.
iii) PILL Finance and Investments Limited
Your Company owns 100% stake in PILL Finance and Investments Limited. The Company posted a profit of ^ 2.77 Mn during the year ended March 31, 2022.
Your Company owns 100% stake in Jivagro Limited. The Company is engaged in horticulture business. The total revenue of Jivagro Limited stood at ^ 2,821 Mn with net profit of ^ 156 Mn posted during the year ended March 31, 2022.
v) PI Bioferma Private Limited
Your Company owns 100% stake in PI Bioferma Private Limited. During the year, the Company''s name was changed from PI Enzachem Private Limited to PI Bioferma Private Limited to align with proposed business activities of the Company.
vi) PI Fermachem Private Limited
Your Company owns 100% stake in PI Fermachem Private Limited. The Company is at present exploring various business opportunities in order to start its business operations.
vii) PI Health Sciences Limited
Your Company incorporated a wholly owned Subsidiary named PI Health Sciences Limited on September 03, 2021 with its registered office at Udaipur to carry out pharma activities. The Company is yet to start the business operations.
In terms of Regulation 16(1)(c) of the SEBI (LODR) Regulations, 2015, the Company does not have any material subsidiary as on March 31, 2022.
JOINT VENTURES
i) Solinnos Agro Sciences Private Limited
Solinnos Agro Sciences Private Limited (''Solinnos'') is carrying out registration activities for different products of Mitsui Chemicals Agro Inc., Japan, (''MCAG'') in India. Your Company holds 49% stake in Solinnos through its subsidiary Company namely PI Life Science Research Limited whereas remaining 51% stake is held by MCAG, Japan. The Company posted a net profit of ^ 0.58 Mn during the year ended March 31, 2022.
ii) PI Kumai Private Limited
PI Kumiai Private Limited (''PI Kumiai'') is mainly engaged in manufacturing & trading of agrochemicals in collaboration with Kumiai Chemical Industry Co. Ltd, Japan who owns 50% stake in this joint venture. Your Company holds remaining 50% equity in PI Kumai through its subsidiary Company namely PI Life Science Research Ltd. The aforesaid joint venture posted a profit of ^ 70.61 Mn during the year ended March 31, 2022.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Subsidiaries and Associate Companies is given in form AOC-1 attached as Annexure ''A'' to this Report.
In accordance with the provisions of Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing the Standalone and Consolidated Financial Statements along with the Audited Annual Accounts of each Subsidiary Company have been placed on the website of the Company i.e. www.piindustries.com.
iii) During the year, your Company entered into a Joint Venture Agreement with Polymath Holding LLC ("Polymath") on October 11, 2021 for undertaking the business of development, manufacturing and selling of biochemistry products and pharma intermediates. However, due to noncompletion of many important conditions precedent and disagreement on certain key matters, both the parties have mutually decided not to pursue the intended joint venture and record termination of the JV Agreement.
9. RISK MANAGEMENT
Your Company has a well-defined risk management framework in place which interalia, includes identification of risks, including cyber security and related risks inherent to operations of the Company. Risk management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the organization. Major risks identified by the business and functions are systematically addressed through mitigating actions on continuing basis.
Pursuant to Regulation 21 of Listing Regulations, your Company has constituted a Risk Management Committee of the Board. As on March 31, 2022, the committee comprises of 4 Members
including 1 Independent Director of the Company. The Committee meetings took place on September 23, 2021 and March 21, 2022 respectively. The Committee is authorized to monitor and review risk management plan apart from reviewing and recommending the modification to the Risk Management Policy, if any. Ms. Shilpa Sachdeva acts as Chief Risk Officer of the Company.
10. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY
Your Company has in place adequate Internal Financial Controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. The Company has identified and documented all key internal financial controls as part of its Internal Financial Control reporting framework. The Company has laid down well-defined policies and procedures for all critical processes across Company''s plant, offices wherein financial transactions are undertaken. The policies and procedures cover the key risks and controls in all the processes identified to respective process owner. In addition, the Company has a well-defined financial delegation of authority, which ensures approval of financial transaction by appropriate personnel. The Company uses SAP ERP to process financial transactions and maintain its books of accounts to ensure its adequacy, integrity and reliability. The Company has also deployed an online control tool to enhance the operating effectiveness of internal controls. The control system comprises of continuous audit and compliance by an in-house internal audit team supported by appointed auditing firm. M/s Ernst & Young LLP have been engaged as the Corporate auditors covering all central corporate functions along with the CSM business vertical and PKF Sridhar & Santhanam LLP who are covering the Agri. Business vertical along with Depot audit. The agencies perform the internal audit and also assess the internal controls and statutory compliances in various areas and provide suggestions for improvement. Independence of internal auditors is ensured through direct reporting to Audit Committee. Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the financial transactions and review the various business processes. Internal Audit reports are placed before the Audit Committee of the Board.
Accordingly, the Board is of the opinion that the Company''s internal financial controls were adequate and effective as on March 31, 2022.
11. RELATED PARTY TRANSACTIONS
All arrangements / transactions entered into by the Company with its related parties during the year were in the ordinary course of business and on an arm''s length basis. During the year, the Company has not entered into any arrangement / transaction with related parties which could be considered material in accordance with the Company''s Policy on Related Party Transactions read with the Listing Regulations and accordingly, the disclosure of Related Party Transactions in Form AOC - 2 is not applicable. However, names of Related Parties and details of transactions with them have been included in Note no 35 of the financial statements.
Prior omnibus approval of Audit Committee has been obtained for the transactions which are foreseen and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.
The Policy on Materiality of Related Party Transactions as approved by the Board is uploaded on the Company''s website and can be accessed at
https://www.piindustries.com/Media/Documents/Policy%20
on%20Related%20Party%20Transactions.pdf
At the Annual General Meeting held on September 06, 2017, the present statutory auditors, M/s. Price Waterhouse Chartered Accountants LLP (ICAI Registration No-012754N/N500016), were appointed as statutory auditors of the Company for a period of 5 years viz., till the conclusion of 75th Annual General Meeting to be held in 2022.
Based on the recommendation of Audit Committee, the Board of Directors of the Company at their meeting held on May 17, 2022, have made its recommendation for re-appointment of M/s. Price Waterhouse and Co. Chartered Accountants LLP (ICAI Registration No-012754N/N500016), as the Statutory Auditors of the Company by the Members at the forthcoming Annual General Meeting of the Company for a second term of 5 years. Accordingly, a resolution proposing appointment of M/s. Price Waterhouse and Co. Chartered Accountants LLP, as the Statutory Auditors of the Company for a second term of five consecutive years i.e. from the conclusion of 75th Annual General Meeting till the conclusion of 80th Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice of the 75th Annual General Meeting of the Company. The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.
Pursuant to the directives issued by the Central Government, an audit of the cost records relating to Insecticides (Technical grade and formulations) manufactured by the Company is required to be conducted by an auditor with the requisite qualifications as prescribed under Section 148 of the Companies Act, 2013. Your Board has appointed M/s K.G. Goyal & Co., Cost Accountants, Jaipur, as Cost Auditors, based on the recommendation of the Audit Committee for the conduct of the audit of cost records of Insecticides (Technical grade and formulations) for the year ending March 31, 2023.
The Board of Directors on the recommendation of the Audit Committee has approved the remuneration payable to Cost Auditors. In terms of Section 148 of the Companies Act, 2013 and rules made thereunder, members are requested to consider the ratification of remuneration payable M/s KG Goyal & Co., Cost Accountants.
As per Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are maintained.
The Board had appointed Mr. Rupinder Singh Bhatia (CP No.2514), Practicing Company Secretary, as Secretarial Auditor to carry out Secretarial Audit in accordance with the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the financial year ended March 31, 2022. The Secretarial Audit Report for the financial year ended March 31, 2022 has been
obtained and does not contain any qualification, which requires any comments from the Board. The Secretarial Audit Report for the financial year ended March 31, 2022 is annexed to this report as Annexure ''B''.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Company has not given any guarantee during the year under review. However, the details of loans and investments made under the provisions of Section 186 of the Companies Act, 2013 are mentioned in Note No. 7(a) to the financial statements.
Your Company has not accepted any public deposits during the financial year 2021-22 and no amount of principle or interest was outstanding as on March 31, 2022.
15. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND
During the year, Company had transferred an amount of ^ 7,95,748/- towards unclaimed dividend pending for more than seven years to the Investor Education and Protection Fund. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unclaimed amounts lying with the Company as on the date of last Annual General Meeting held on September 14, 2021 on the Company''s website and same is also available on the on the website of the Ministry of Corporate Affairs. The details can be viewed at Company''s website at following link:
https://www.piindustries.com/investor-relations/Investor-
Information/Shareholders-Information
Pursuant to the provisions of Sec 124 of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred 3,620 and 60 equity shares on May 04, 2021 and November 03, 2021 respectively, pertaining to shareholders in respect of which dividend remained unclaimed for a period of seven consecutive years to demat account of IEPF authority by way of corporate action through NSDL. The shareholders can claim their shares by making an application in form IEPF-5 online with IEPF authority. Mr. Naresh Kapoor, Company Secretary acts as a Nodal Officer of the Company for IEPF matters.
16. BOARD AND COMMITTEES Board of Directors
Your Company is managed and controlled by a Board comprising an optimum blend of Executive, Non-Executive and Independent Directors. The Chairperson of the Board is a Non-Executive Independent Director. As on March 31, 2022, the Board of Directors comprised of ten (10) Directors out of whom two (2) are Executive Directors including Vice Chairperson & Managing Director and Joint Managing Director apart from eight (8) Non-Executive Directors, out of which six (6) are Independent Directors including two (2) Women Independent Directors and two (2) Non-Executive Non-Independent Directors. The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the relevant provisions of the Companies Act, 2013. The Board members possess requisite qualifications and experience in general corporate management, strategy, finance, banking, taxation, risk management, merger & acquisitions, human capital & compensation, technology, legal and regulatory fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.
Dr. K.V.S. Ram Rao (DIN: 08874100) was appointed as a Whole-time Director of the Company w.e.f. May 18, 2021. His appointment was further regularised at the Annual General Meeting of the shareholders of the Company held on September 14, 2021. Further, Dr. K.V.S. Ram Rao resigned as Whole-time Director of the Company w.e.f January 01, 2022. The Board places on record its appreciation for the services provided by him during his association with the Company.
Keeping in view the valuable contributions made by Mr. Rajnish Sarna, the Board on the recommendation of the Nomination and Remuneration Committee has elevated the position held by Mr. Rajnish Sarna as Joint Managing Director w.e.f May 18, 2021 and same was also approved by shareholders in their Annual General Meeting held on September 14, 2021.
Mr. Shobinder Duggal (DIN: 00039580) was appointed as an Additional Director on the Board of the Company w.e.f. November 12, 2021. Your Directors recommend his appointment as an Independent Director to the shareholders to be made at the forthcoming Annual General Meeting.
Dr. Raman Ramachandran stepped down from his executive role of Managing Director & CEO and became a Non-Executive NonIndependent Director on the Board of the Company w.e.f. January 01, 2022.
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajnish Sarna (DIN: 06429468) retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the approval of the members at the forthcoming Annual General Meeting.
Your Company has received declaration(s) from all the Independent Directors confirming that they meet the criteria of independence.
Details, as required under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, in respect of Directors seeking appointment/re-appointment subject to approval of shareholders at the ensuing annual general meeting (AGM) are given in the notice of AGM.
Changes in Key Managerial Personnel
Mr. Rajiv Batra resigned as Group Chief Financial Officer of the Company w.e.f July 31, 2021. The Board places on record its appreciation for the services provided by him during his association with the Company.
Mr. Manikantan Viswanathan was appointed as the Chief Financial Officer of the Company w.e.f. August 01, 2021
There has been no change in any other Key Managerial Personnel of the Company during the year.
Evaluation of the Board''s Performance
In compliance with the provisions of Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, an external agency was appointed to carry out an annual evaluation of the performance of the Board, Individual Directors as well as evaluation of the working of its Committees during the year under review. The
evaluation framework for assessing the performance of Directors including the Chairperson of the Board comprised of criteria like quality of contribution to the Board deliberations, strategic inputs regarding growth of Company and its performance, attendance at Board Meetings and Committee Meetings, Independence of judgements safeguarding the interest of the company and commitment to stakeholder interests.
Number of Board Meetings conducted during the year under review
During the year under review, four (4) Board Meetings were held on May 18, 2021, July 30, 2021, November 12, 2021 and February 03, 2022. All meetings of the Board were held virtually through Video Conference mode. The details of the Board meetings and attendance of the Directors are provided in the Corporate Governance Report.
Composition of CommitteesAudit Committee
As on March 31, 2022, Audit Committee comprises of 3 members with Mr. Narayan K. Seshadri, Independent Director as the Chairperson, Mr. Rajnish Sarna and Ms. Ramni Nirula as members. Further, details on the Committee reference, meetings held are given in the Corporate Governance Report.
All recommendations of the Audit Committee were accepted by the Board.
Stakeholder''s Relationship Committee
The Stakeholder''s Relationship Committee comprises of 3 members with Mr. Pravin K. Laheri, Independent Director as the Chairperson, Mr. Mayank Singhal and Mr. Rajnish Sarna as the members. Further details on the Committee reference, meetings held are given in the Corporate Governance Report.
A detailed update on the Board, its composition, detailed charter including terms and reference of various Board Committees, number of Board and Committee meetings held during FY 202122 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Report.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility statement: -
(a) in the preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards had been followed;
(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively ensuring the orderly and efficient conduct of its business including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and
(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Company''s website at https://www.piindustries.com/investor-relations/ Investor-Information/annual-return
18. SECRETARIAL STANDARDS OF ICSI
The Company has devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.
19. EMPLOYEESRemuneration policy of the Company
The Remuneration policy of your Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including the criteria for determining qualifications, positive attributes, independence of a Director and other related matters have been provided in the Corporate Governance Report, which forms part of this report.
Human Resources and Trade Relations
The tremendous efforts of our people have enabled us to not only successfully navigate the Covid-19 pandemic and its aftermath but also have ensured our growth trajectory remains on the upward curve. Employee health and wellbeing continued to be a key priority in our efforts to make return-to-work seamless. In the spirit of caring:
- The company implemented comprehensive Workplace safety guidelines to enable return-to-work plans.
- Initiatives like Company-supported vaccination program and new Mediclaim policy; extending support for Corona victims were launched. The company partnered with hospitals and doctors to provide Covid-19 care support during the year.
Talent Strategy & Leadership Development
The ability to attract, motivate, develop and retain the right talent is critical to PI''s continued success. The Talent strategy has been formalized and the same is being implemented. Along with this the Employer Brand has been worked which will enhance the Employer Value Proposition of PI and make it an attractive place for talent to walk in.
As we continue to work with speed and courage to respond to the challenging events this year, the ability to attract and retain talent helps build our competitive edge and ensure sustainability. Towards that goal, we continue to build our human capital internally.
- In line with a focus on safety and sustainability and embedding ESG as a way of life, we have hired and added experience in EHS, process safety, and workplace safety roles strengthening the team
- Project Aagaman (Onboarding) continues to be improved using technology for a superior new joiner experience and efficient assimilation
- Project Uday for campus hires with its campus-to-corporate focus
In line with the philosophy of People First, the organization has focused on developing employees and helping them grow in their roles as well as be prepared for future roles. Project Udbhav was conceived and implemented to identify and develop high potential employees.
In addition, there was a huge focus on ensuring deep functional skilling. For example, a Process Safety program was designed and conducted in partnership with IIT Madras to develop a strong safety culture.
In our endeavour towards democratizing learning, all our employees have access to more than 2500 online modules from Skillsoft ranging from a variety of subject areas from interpersonal development to operations management to EHS and risk. All of this has resulted in upwards of 23000 hours of learning being provided to our employees.
To help propel PI into the next growth phase, our Purpose, Vision, Spiky Capabilities, and Values have been redefined. These together will be the organization''s Compass to give our employees a sense of direction, build affinity amongst the PI family, and develop a high-performance culture. ''Compass'' has been finalized and is being cascaded across organizations through change management agents.
Engaging with and motivating the employees is key to the ''caring'' agenda of the company. With that aim, we have been undertaking initiatives such as family quizzes, laughter yoga sessions, Rangoli & poster making, and providing counselling sessions to children in 10th and 12th standards - to celebrate the spirit of the PI family.
We continue to recognize our employees for demonstration of the values, while we continued to maintain leadership connect with skip-level meetings, and red carpet events. We reaffirm our commitment to promoting diversity by celebrating the occasion of Women''s day across our locations.
Performance management is the fulcrum to all HR processes and key to building a culture of high performance and growth. In order to ensure better alignment to business goals, build people capability and enable people performance, we adopted Balanced Scorecard approach. In addition, we are on track to close the annual appraisal and increment cycle this year by May, emphasizing our commitment to efficiency and adherence to timelines.
In line with our compensation policy, we made market corrections where necessary with a view to retaining high-performing talents well as ensuring that pay levels and structure are competitive vis-a-vis market.
Overall, we are taking rapid steps to prepare PI and its employees to be change agile, have a collaborative mindset and be future ready for the new opportunities.
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace
Your Company has a zero tolerance for any abuse against Women at Workplace. Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as required under the "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013". The Company has constituted Internal Complaints Committee (ICC) known as Prevention of Sexual Harassment (POSH) Committee to enquire in to complaints of Sexual Harassment and recommend appropriate action. The Company received no complaints under POSH during the financial year 2021-22.
Particulars of Employees and related disclosures
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and annexed as Annexure ''C''. As per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2). However, these are available for inspection during business hours up to the date of the forthcoming annual general meeting at the registered office of the Company. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.
Employee Stock Option Plan / Scheme
Your Company discontinued the grant of stock options under PII-ESOP Scheme, 2010 in the year 2017 as per the recommendation(s) of Nomination and Remuneration Committee of the Board. However, the stock options already granted, vest as per the terms and conditions contained in the grant letter. As per the Company''s ESOP scheme, options vest after a lock in period of one (1) year from the date of grant in a graded manner over the vesting period of four (4) years. The exercise price of stock options granted have been arrived by giving discount to the closing market price of the equity share on National Stock Exchange India Limited one day prior to the date of grant of option. No employee has been issued stock options equal to or exceeding 1% of the issued capital of the Company at the time of grant. Details of options as required under SEBI regulations is given in Annexure ''D''.
20. VIGIL MECHANISM - WHISTLE BLOWER POLICY
Your Company has an established vigil mechanism for Directors and employees to report their genuine concerns, as approved by the Board on the recommendation of the Audit Committee.
The Whistle Blower Policy of the Company is formulated and uploaded on the Company''s website at the following
https://www.piindustries.com/Media/Documents/Whistle%20
The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure ''E'' attached to this report.
22. CORPORATE SOCIAL RESPONSIBILITY ("CSR") AND RELATED MATTERS
In accordance with the requirements of Section 135 of the Companies Act, 2013, your Company has a CSR Committee comprising four (4) members with Mr. Pravin K. Laheri as Chairperson, Mr. Mayank Singhal, Mr. Rajnish Sarna and Ms. Ramni Nirula as Members. Your Company has also amended Corporate Social Responsibility Policy (CSR Policy) pursuant to the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 notified by the MCA on January 22, 2021 in order to ensure alignment of policy with amended law. The policy is available on the website of the Company at
https://www.piindustries.com/sustainability/CSR/CSR-Policy
Your Company carries out its CSR activities through PI Foundation, a Trust set up by PI Industries Ltd. During the year, PI Foundation undertook several CSR initiatives under the following few categories:
- Water Conservation
- Women Empowerment
- Education and Talent Nurturing
- Healthcare
- Hygiene & Sanitation
- Livelihood Enhancement
- Sustainable Agriculture
- Skill Development
- Employee Engagement through CSR
During the financial year 2021-22, the Company has contributed an amount of ^ 136.84 Mn to PI Foundation, aggregating to 2% of its average net profits for preceding 3 financial years. PI Foundation has spent an amount of ^ 94.82 Mn and the remaining unspent amount pertaining to ongoing projects has been transferred to a separate unspent bank account opened for CSR as required under the amended rules. PI Foundation has not been able to spend the entire money as projects are
ongoing projects spread over 2-3 years. Various CSR initiatives
taken during FY''21-22 includes:
⢠Water Conservation through Accelerating the Adoption of Direct Seedling of Rice (DSR) Technology.
⢠Sustainable production of cotton through eco-friendly technology
⢠Safe disposal of plastic through Container Management Programme
⢠Employability cum Skill Training Programme
⢠Prime Minister''s Fellowship Scheme for Doctoral Research on Agricultural Chemistry
⢠Improving learning outcomes in school children for 81 villages in 135 schools of Jambusar
⢠Increasing awareness amongst various stakeholders viz. farmers, growers, extension workers for advocating sustainable agriculture practices
⢠Imparting quality education and vocational training for rehabilitation of differently abled children through SEDA, Udaipur
⢠Preventive Health Care through three Mobile Medical Unit (MMU) facility
⢠Women Empowerment through Improved Access to Credit and Livelihood Initiatives
Covid-19 initiatives in FY''21-22
⢠Setting-up of Oxygen Plants: Amidst the deadly second wave of COVID-19 when states are reeling under a shortage of medical oxygen, PI Industries quickly rolled out a project for setting up of 5 oxygen plants across hospitals in Gujarat, Rajasthan, Haryana and Delhi.
⢠Financial assistance for oxygen concentrators: PI Industries through its Corporate Social Responsibility provided financial assistance to the Udaipur Chamber of Commerce and Industry (UCCI) for procuring oxygen concentrator machines during this crisis.
⢠Financial assistance for procurement of medicines for underprivileged : In the wake of Covid-19 second wave, PI from its CSR arm PI Foundation provided financial assistance to Rotary welfare Trust, Bharuch for procuring expensive lifesaving medicines to support the underprivileged community.
⢠Financial Support for setting up Covid-19 isolation centre in New Delhi for supporting the relentless efforts by administration and front-line workers, PI through its CSR, provided financial support for setting up of Covid-19 Isolation centre to Vasant Vihar Welfare Association, New Delhi. Furthermore, the support is being extended to procure necessary equipment like BP apparatuses, Pulse-Oximeters, masks, gloves, sanitizers etc. to ensure seamless functioning of the centre.
⢠Medical facilities to set up Covid-19 isolation centre: in Bharuch: PI Industries, through its CSR arm PI Foundation,
provided 50 beds, 50 mattress and requisite medical equipment such as Pulse-oximeter, Blood Pressure Apparatus and thermometers to Covid-19 Isolation Centre at Swaraj Bhawan, Jambusar, managed by Govt of Gujarat along with Community based Organization.
⢠Using mobile Medical Units 24x7 in 64 villages of Jambusar, Gujarat spreading awareness on the necessity of social distancing, hand-sanitization, conducing a thermal screening and distributing masks and other kits to villagers.
⢠Support to contract workers by continuing to pay their wages and arrange food and basic amenities for them during lockdown while ensuring COVID-19 prevention and containment protocol
Your Company takes pride in its Corporate Governance structure and strives to maintain the highest possible standards. A detailed report on the Corporate Governance code and practices of the Company along with a certificate from the auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Regulation 34 of SEBI (LODR) Regulations, 2015 forms part of the report.
24. MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on the Management Discussion and Analysis is provided separately forms part of the Annual Report.
25. BUSINESS RESPONSIBILITY REPORT
A separate section of Business Responsibility describing the initiatives taken by the Company from an environmental, social and governance perspective, forms part of this Annual Report as required under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
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: -
a) Issue of equity shares with differential rights as to dividend, voting or otherwise.
b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme saved and except issued under ESOP Scheme as referred to in this Report.
c) Neither the Managing Directors nor the Whole-time Director of the Company received any remuneration or commission from any of its subsidiaries.
d) 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.
Further, there have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements are related and the date of the report.
Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from bankers, business associates, lenders, financial institutions, shareholders, various departments of the Government of India, as well as the State Governments of Rajasthan & Gujarat, the farming community and all our other stakeholders.
Your Directors place on record their appreciation of the valuable contribution made by the employees of your Company.
The Board places on record its sincere appreciation towards the Company''s valued customers in India and abroad along with its joint venture partners for the support and confidence reposed by them in the organization and looks forward to the continuance of this supportive relationship in the future.
The Board deeply regret the losses suffered due to the Covid-19 pandemic and place on record their sincere appreciation to all
the front-line workers and those who have gone beyond their duties in battling against the pandemic.
Your Directors acknowledge the contribution and hard work of the employees of the Company and its subsidiaries at all levels, who, through their competence, hard work, solidarity and commitment have enabled the Company to achieve consistent growth.
On behalf of the Board For PI Industries Limited
Sd/-
Narayan K. Seshadri
Chairperson DIN:00053563
Date: May 17, 2022 Place: Mumbai
Mar 31, 2021
2. KEY HIGHLIGHTS
Your Company''s Revenue from Operations for the year ended March 31, 2021 on standalone basis stood at ^ 42,762 Mn as compared to ^33,068 Mn previous year registering a growth of 29.3 % on YoY basis. The Operating Profit for the year was at ^ 9,853 Mn as compared to ^ 6,977 Mn previous year i.e. an increase of 41.2 % YoY. The Net Profit for the year on stand-alone basis stood at ^ 7,189 Mn as compared to ^4,423 Mn in the previous year i.e. a growth of 62.5 %YoY.
Your Company''s Revenue from Operations for the year ended as on March 31, 2021 on consolidated basis stood at ^ 45,770 Mn as compared to ^ 33,665 Mn previous year, registering a growth of 36 % on YoY basis. The Company''s Net Profit for the year ended March 31, 2021 on consolidated basis stood at ^ 7,383 Mn
Your Directors are pleased to present the 74th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2021.
1. FINANCIAL HIGHLIGHTS (STANDALONE)
(^ in Mn)
|
Particulars |
FY 2020-21 |
FY 2019-20 |
|
Revenue from Operations |
42,762 |
33,068 |
|
Other Income |
1,133 |
479 |
|
Profit Before Interest, |
10,984 |
7,456 |
|
Depreciation and Tax |
||
|
Interest |
281 |
180 |
|
Depreciation |
1,603 |
1,332 |
|
Profit before Tax & Exceptional |
9,100 |
5,944 |
|
items |
||
|
Less: Current Tax |
1,654 |
1,249 |
|
Deferred Tax |
(257) |
(272) |
|
Profit after Tax |
7,189 |
4,423 |
|
Add: Other Comprehensive |
695 |
(560) |
|
Income |
||
|
Total Comprehensive Income |
7,884 |
3,863 |
|
Balance of retained earning |
22,029 |
18,368 |
|
brought forward from previous |
||
|
year |
||
|
- Profit for the year |
7,189 |
4,423 |
|
- Other Comprehensive Income |
695 |
(14) |
|
(OCI) for the year |
||
|
Appropriations: - |
||
|
Final Dividend on Equity Shares |
152 |
207 |
|
2019-20 |
||
|
Interim Dividend on Equity |
455 |
414 |
|
Shares 2020-21 |
||
|
Dividend Distribution Tax on |
0 |
127 |
|
Equity Shares |
||
|
Transfer to General Reserve |
0 |
0 |
|
Balance Profit carried forward |
28,612 |
22,029 |
|
Earnings Per Share - Basic (in ^) |
48.56 |
32.04 |
|
- Diluted (in ^) | |
48.55 |
32.02 |
during the year as compared to ^ 4,566 Mn in the previous year, a growth of 61.7 % YoY.
The Earnings per share (EPS) for the year stood at ^ 48.56 per share, shows a growth of 51.6 % as compared to ^ 32.04 per share for the previous year.
Your Company invested ^ 3,420 Mn in fixed assets for expansion of manufacturing and Research & Development capacities.
No amount was transferred to general reserves during the year.
Your Company successfully completed Integration of Isagro brand molecules and the manufacturing facilities with an aim to maximize synergies and capacity utilization.
During the year, your Company operationalized 2 manufacturing facilities with capacity enhancement of approx. 15% in key products and commissioned a pharma lab in Udaipur (Rajasthan).
Qualified Institutional Placement
Your Company successfully raised funds through QIP issue to the tune of ^ 20,000 Mn. by offering 1,36,05,442 equity shares at a price of ^ 1470/- after giving discount to the floor price of ^ 1534.24 determined in accordance with Chapter VI of SEBI (ICDR) Regulations, 2018. The aforesaid shares stand listed on BSE Ltd and National Stock Exchange of India Ltd.
The issue saw a tremendous response from domestic and foreign investors like Fidelity, Capital research, ADIA, Morgan Stanley, Small Cap World Fund, Amundi funds, Axis Mutual Funds, ICICI Prudential Mutual Fund, Aditya Birla Sunlife Mutual Funds, White Oak, Taiyo, Max Life Insurance, Motilal Oswal, SBI Life, Sundaram Mutual Funds, Kotak funds, Canara Robecco etc.
Your Company is actively evaluating pharma strategic options as a part of its expansion programme.
Incorporation of wholly owned subsidiaries
Your Company incorporated two wholly owned subsidiaries having registered office in the State of Rajasthan for carrying out pharma activities namely:
- PI Enzachem Private Limited, bearing CIN
U24290RJ2020PTC070948 vide Certificate of Incorporation dated September 11, 2020 issued by Central Registration Centre, Ministry of Corporate Affairs.
- PI Fermachem Private Limited, bearing CIN
U24233RJ2020PTC070968 vide Certificate of Incorporation dated September 11, 2020 issued by Central Registration Centre, Ministry of Corporate Affairs.
Scheme of Amalgamation - Isagro (Asia) Agrochemical Private Limited (Transferor Company) and PI Industries Limited (Transferee Company).
During the year under review, Company filed a petition before Hon''ble National Company Law Tribunal, (NCLT), Jaipur for merger of Technical and CSM vertical of Isagro Asia with PI Industries Ltd.
Simultaneously, Isagro Asia filed a petition before Hon''ble NCLT, Mumbai for approval of the Scheme of Amalgamation for the merger of Isagro Asia with PI Industries Limited.
The aforesaid petitions are pending before the Hon''ble NCLT, Mumbai and Jaipur for final adjudication.
The other vertical of Isagro Asia i.e. B2C business stands demerged to Jivagro Limited (a wholly owned subsidiary of PI) on going concern basis as per orders passed by the Hon''ble NCLT, Mumbai vide its order dated March 18, 2021.
During the year under review, Agchem domestic business achieved significant growth of ~25% over last year even in the face of challenging times with highest ever sales in Nominee herbicide and Osheen insecticide. Your Company is working with innovators partners to introduce novel molecules globally. Two new products namely ''Londax Power & Shield'' were launched, which received positive feedback from farmers & channels alike. Growth was well supported by ''Bio-vita'', ''Awkira'' & ''Header''. Inculcation of digital strategy to reach customer base efficiently & in time has added an edge to the marketing strength & your Company is poised to address the needs of changing markets.
Exports grew by ~33% mainly driven by volume growth of existing products and commercialisation of 4 new molecules. With enhanced utilization of multipurpose plants located at Jambusar, SEZ and commissioning of new plant, your Company expects growth momentum in exports in coming years. The Company continued to develop alternate vendors in domestic market to reduce its dependency on Chinese raw material supplier.
Your Company successfully launched ''ARIBA'' a sourcing platform and Automated Fleet Management of Application Spraying Services. Company continued to explore new geographies where it was not earlier present. Your company is focused on introducing an advanced line-up of innovative products on the key crops that will complement the existing sales. Several high potential products are already in the pipeline, the intent is to develop new brands, introduction of new innovative products, strengthening of existing partnerships & forging of new ones, channel expansion and focus on customer connect are some of the key strategic initiatives expected to drive the growth in coming years.
4. RESEARCH & DEVELOPMENT (R&D)
During the year under review, the Research & Development team successfully carried out synthesis of 46 new development molecules. Out of these, 20 molecules were scaled up successfully for their next stage of development and 4 molecules progressed for commercialisation. Apart from synthesis and scale up of new products, the Research & Development team also undertook process improvements for 9 projects in order to identify cost improvement opportunities and then implement such project improvements at the plant level. Environment, Health and Safety (EHS) considerations were given the usual special emphasis in the process development work. Furthermore, 10 products from pharma adjacency are under development with technology as the key differentiator. There are 8 provisional and 2 PCT patents that were filed.
Your Company is running a state-of-the-art integrated R&D set-up for crop protection, with chemical discovery, laboratory
and green house facilities for biological testing and with farm resources for first field trials. This facility supports various R&D projects, with focus on plant diseases, animal pests and weed control. Scientifically, it involves chemical synthesis from discovery to scale-up, analytics for structural elucidation, quantitation as well as preparative purification and separation, molecular design and modelling, classical biological testing (in vitro lab, in vivo lab, greenhouse and field) supported by biochemical and molecular biology research, and by formulation development - everything connected by an integrated high-end electronic data documentation and management system. These activities are complemented by a knowledge management unit which is responsible for literature and patent search, patenting and intellectual property management.
The research assignments involve global innovator partners. Your Company''s research strategy and implementation are well supported by a strong team comprising of more than 350 research scientists having expertise and international experience in chemistry, analytical techniques, biological and biochemical testing, mode of action, tox and e-tox studies, IP management and basic / detailed process engineering.
Your Company continues to pursue cost leadership in which R&D team played vital role on process innovations for several existing products to identify cost improvement opportunities and at the same time maintaining highest standards of Quality, Health, Safety and Environment (QHSE). The Company''s R&D and manufacturing team are constantly working together to reduce environmental load, enhance safety and reduce cost.
Your Company continued to focus on managing cash efficiently and ensured that it has adequate liquidity and back up lines of credit. Net Cash from operations for the year stood at ^ 7,265 Mn. Your Company follows a prudent financial policy and aims at maintaining an optimum financial gearing. The Company''s Debt to Equity Ratio was almost 0.06 as on March 31, 2021.
During the year, CRISIL carried out the review of credit rating of loans and based upon its assessment, reaffirmed the credit rating for long term loans at AA /Stable whereas for short term loans, rating was reaffirmed at A1 . This reflects a very high degree of safety regarding timely servicing of financial obligations and also a vote of confidence reposed in your Company''s financials.
During the year, the Board of Directors of the Company declared an interim dividend of ^ 3/- per equity share in its Board Meeting held on February 02, 2021 on 15,17,13,435 equity shares of ^ 1/- each which was paid on March 01, 2021. The Directors are pleased to recommend a final dividend of ^ 2 per equity share of ^ 1/- each, which if approved at the forthcoming Annual General Meeting, will be paid to all those Equity Shareholders of the Company whose names appear in the Register of Members and whose names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited as on record date fixed for this purpose. The total dividend for the year would be ^ 5 per equity share carrying face value of ^ 1/- each.
PI believes in maintaining a fair balance between cash retention and dividend distribution. Cash retention is required to finance acquisitions and future growth and also as a mean to meet any unforeseen contingencies.
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulationsâ) the Company has formulated its Dividend Distribution Policy which specifies the financial parameters, internal and external factors that are to be considered by Board while declaring a dividend. Dividend Distribution Policy is uploaded on the website of the Company which can be accessed at https://www.piindustries.com/Media/Documents/ Dividend%20Policy%20(f).pdf
7. SUBSIDIARIES & JOINT VENTURES
As on March 31, 2021, your Company had seven (7) Wholly-owned Subsidiaries and two (2) Joint Ventures with leading Japanese Companies. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements consisting financials of all its subsidiary Companies and joint ventures.
The key highlights of these Subsidiaries and Joint-Venture Companies are as under:
SUBSIDIARY COMPANIESi) PI Life Science Research Limited
Your Company owns 100% stake in PI Life Science Research Limited, which carries on the business of R&D for developing new products. The Company posted a profit of ^ 11.01 Mn earned on account of various R&D activities for developing new products.
Your Company owns 100% stake in PI Japan Co. Limited, a Company based in Japan which takes care of business development activities of your Company in Japan. The Company posted a net profit of JPY 3.30 Mn during the year ended March 31, 2021. Due to the size of operations and local laws, the annual accounts of this Company are not required to be audited. The same have been certified by the Management of the Company for the purpose of consolidation.
iii) PILL Finance and Investments Limited
Your Company owns 100% stake in PILL Finance and Investments Limited. The Company posted a profit of ^ 3.75 Mn during the year ended March 31, 2021.
iv) Isagro (Asia) Agrochemicals Private Limited
Your Company owns 100% stake in Isagro (Asia) Agrochemicals Private Limited. The Company is engaged in business of agrochemicals. The total revenue of Isagro Asia stood at ^ 1,264 Mn with a loss of ^ 5 Mn posted during the period ended March 31, 2021. The financials do not include the demerged B2C business which got transferred to Jivagro Limited pursuant to demerger sanctioned by Hon''ble NCLT Mumbai vide its order dated March 18, 2021.
Your Company owns 100% stake in Jivagro Limited. The Company is engaged in horticulture business. The Company took over the domestic B2C business of Isagro Asia, on going concern basis, consequent upon the scheme of demerger approved by the Hon''ble NCLT Mumbai vide its order dated March 18, 2021. The total revenue of Jivagro Limited stood at ^ 2,528 Mn with net profit of ^ 249 Mn posted during the period ended March 31, 2021.
vi) PI Enzachem Private Limited
Your Company incorporated a wholly owned Subsidiary named PI Enzachem Private Limited on September 11, 2020 with its registered office at Udaipur to carry out pharma activities. The Company is yet to start the business operations.
vii) PI Fermachem Private Limited
Your Company incorporated a wholly owned Subsidiary named PI Fermachem Private Limited on September 11, 2020 with is registered office at Udaipur to carry out pharma activities. The Company is yet to start the business operations.
In terms of Regulation 16(1)(c) of the SEBI (LODR) Regulations, 2015, the Company does not have any material subsidiary as on March 31, 2021.
JOINT VENTURESi) Solinnos Agro Sciences Private Limited
Solinnos Agro Sciences Private Limited (''Solinnos'') is carrying out registration activities for different products of Mitsui Chemicals Agro Inc., Japan, (''MCAG'') in India. Your Company holds 49% stake in Solinnos through its subsidiary Company namely PI Life Science Research Limited whereas remaining 51% stake is held by MCAG, Japan. The Company posted a net profit of ^ 0.59 Mn during the year ended March 31, 2021.
PI Kumiai Private Limited (''PI Kumiai'') is mainly engaged in mfg. & trading of agrochemicals in collaboration with Kumiai Chemical Industry Co. Ltd, Japan who owns 50% stake in this joint venture. Your Company holds remaining 50% equity in PI Kumai through its subsidiary Company namely PI Life Science Research Ltd. The aforesaid joint venture posted a profit of ^ 89.73 Mn during the year ended March 31, 2021.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Subsidiaries and Associate Companies is given in form AOC-1 attached as Annexure ''A'' to this Report.
In accordance with the provisions of Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing the Standalone and Consolidated Financial Statements along with the Audited Annual Accounts of
each Subsidiary Company have been placed on the website of the Company i.e. www.piindustries.com.
Your Company has a well-defined risk management framework in place which interalia, includes identification of risks, including cyber security and related risks inherent to operations of the Company. Risk management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the organization. Major risks identified by the business and functions are systematically addressed through mitigating actions on continuing basis.
Pursuant to Regulation 21 of Listing Regulations, your Company has constituted a Risk Management Committee of the Board. As on March 31, 2021, the committee comprises of 5 Members including 3 Executive Directors, 1 Independent Director and 1 Senior Managerial Personnel of the Company. The Committee is authorized to monitor and review risk management plan apart from reviewing and recommending the modification to the Risk Management Policy, if any. Ms. Shilpa Sachdeva has been appointed as Chief Risk Officer of the Company.
9. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY
Your Company has in place adequate Internal Financial Controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. The Company has identified and documented all key internal financial controls as part of its Internal Financial Control reporting framework. The Company has laid down well defined policies and procedures for all critical processes across Company''s plant, offices wherein financial transactions are undertaken. The policies and procedures cover the key risks and controls in all the processes identified to respective process owner. In addition, the Company has a well-defined financial delegation of authority which ensures approval of financial transaction by appropriate personnel. The Company uses SAP ERP to process financial transactions and maintain its books of accounts to ensure its adequacy, integrity and reliability. The Company has also deployed control tool to monitor evaluation of same for operating effectiveness and review process is carried out independently by the Internal Auditors. The control system comprises of continuous audit and compliance by in-house internal audit team supplemented Internal Auditors of the Company. M/s PKF Sridhar & Santhanam LLP, have been engaged as the Depot Auditors to perform the internal audit function, assess the internal controls and statutory compliances in various areas and also provide suggestions for improvement. Independence of internal auditors is ensured through direct reporting to Audit Committee. Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the financial transactions and review the various business processes. Internal Audit reports are periodically placed before the Audit Committee of the Board.
Accordingly, the Board is of the opinion that the Company''s internal financial controls were adequate and effective as on March 31, 2021.
10. RELATED PARTY TRANSACTIONS
All arrangements / transactions entered into by the Company with its related parties during the year were in the ordinary course of business and on an arm''s length basis. During the year, the Company has not entered into any arrangement / transaction
with related parties which could be considered material in accordance with the Company''s Policy on Related Party Transactions read with the Listing Regulations and accordingly, the disclosure of Related Party Transactions in Form AOC - 2 is not applicable. However, names of Related Parties and details of transactions with them have been included in Note no 35 of the financial statements.
Prior omnibus approval of Audit Committee has been obtained for the transactions which are foreseen and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.
The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website and can be accessed
https://www.piindustries.com/Media/Documents/Policy%20
on%20Related%20Party%20Transactions.pdf
11. AUDITORSStatutory Auditors and Auditor''s Report
The shareholders of the Company at 70th AGM held on September 06, 2017 had appointed M/s. Price Waterhouse, Chartered Accountants, LLP, (ICAI Registration No-012754N/ N500016), as Statutory Auditors of the Company for a term of 5 years and accordingly they hold their office till the conclusion of Annual General Meeting to be held in 2022. The Auditors'' Report is unmodified. It does not contain any qualification, reservation or adverse remark which needs to be clarified
Pursuant to the directives issued by the Central Government, an audit of the cost records relating to Insecticides (Technical grade and formulations) manufactured by the Company is required to be conducted by an auditor with the requisite qualifications as prescribed under Section 148 of the Companies Act, 2013. Your Board has appointed M/s K.G. Goyal & Co., Cost Accountants, Jaipur, as Cost Auditors, based on the recommendation of the Audit Committee for the conduct of the audit of cost records of Insecticides (Technical grade and formulations) for the year ending March 31, 2022.
The remuneration payable to Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee. In terms of Section 148 of the Companies Act, 2013 and rules made thereunder, members are requested to consider the ratification of remuneration payable M/s KG Goyal & Co., Cost Accountants.
As per Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are maintained.
The Board had appointed Mr. Rupinder Singh Bhatia (CP No.2514), practicing Company Secretary, to carry out Secretarial Audit in accordance with the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the financial year ended March 31, 2021. The Secretarial Audit Report for the financial year ended March 31, 2021 has been obtained and does not contain any qualification, which requires any comments from
the Board. The Secretarial Audit Report for financial year ended March 31, 2021 is annexed to this report as Annexure ''B''.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has neither granted any loans nor given any guarantee during the year under review. However, it has made investments under the provisions of Section 186 of the Companies Act, 2013 as mentioned in Note No. 7(a) to the financial statements.
Your Company has not accepted any public deposits during the financial year 2020-21 and no amount of principle or interest was outstanding as on March 31, 2021.
14. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND
During the year, Company had transferred an amount of ^ 4,69,968/- towards unclaimed dividend pending for more than seven years. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unclaimed amounts lying with the Company as on the date of last Annual General Meeting held on September 25, 2020 on the Company''s website and same is also available on the on the website of the Ministry of Corporate Affairs. The details can be viewed at Company''s website at following link:
https://www.piindustries.com/investor-relations/Investor-
Information/Unclaimed-Dividend
Pursuant to the provisions of Sec 124 of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred 7,060 equity shares pertaining to shareholders in respect of which dividend remained unclaimed for a period of seven consecutive years to demat account of IEPF authority by way of corporate action through NSDL. The shareholders can claim their shares by making an application in form IEPF-5 online with IEPF authority. Mr. Naresh Kapoor, Company Secretary acts as a Nodal Officer of the Company for IEPF matters.
15. BOARD AND COMMITTEES Board of Directors
Your Company is managed and controlled by a Board comprising an optimum blend of Executive and Non-Executive Professional Directors and Independent Directors. The Chairman of the Board is a Non-Executive Independent Director. As on March 31, 2021, the Board of Directors comprised of Nine (9) Directors out of whom three (3) are Executive Directors including a Vice Chairman & Managing Director, Managing Director & Chief Executive Officer and a Whole-time Director apart from six (6) Non-Executive Directors, out of which five (5) are Independent Directors including two (2) Women Independent Directors and one (1) Non Independent Director. The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the relevant provisions of the Companies Act, 2013. The Board members possess requisite qualifications and experience in general corporate management, strategy, finance, banking, taxation, risk management, merger & acquisitions, human capital & compensation, technology, legal and regulatory fields which
enable them to contribute effectively to the Company in their capacity as Directors of the Company.
Ms. Lisa J. Brown (DIN: 07053317) was appointed as an Additional Director on the Board of the Company w.e.f. August 04, 2020. She was appointed as an Independent Director by shareholders at the Annual General Meeting held on September 25, 2020 for a term of 5 years commencing from September 25, 2020 to September 24, 2025.
Dr. T.S. Balganesh (DIN: 00648534) was appointed as an Independent Director of the Company for a second term of 5 (five) consecutive years by the members at the Annual General Meeting held on September 25, 2020.
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Dr. Raman Ramachandran (DIN: 00200297) retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his re-appointment for the approval of the members at the forthcoming Annual General Meeting.
Declaration(s) from all Independent Directors have been received confirming that they meet the criteria of independence.
In order to strengthen the Board, Directors of your Company in their meeting held on May 18, 2021 appointed Dr K.V.S. Ram Rao as an Additional Director and a Whole-time Director of the Company.
Keeping in view the valuable contributions made by Mr. Rajnish Sarna, the Board on the recommendation of the Nomination and Remuneration Committee has approved the elevation of the position held by Mr. Rajnish Sarna as Joint Managing Director subject to the approval of the shareholders at the ensuing Annual General Meeting.
Details, as required under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, in respect of directors seeking appointment/re-appointment are furnished in the notice of annual general meeting. The aforesaid appointment/ re-appointment are subject to approval of shareholders at the ensuing annual general meeting.
Changes in Key Managerial Personnel
Mr. Subhash Anand resigned as Chief Financial Officer of the Company w.e.f. August 18, 2020. The Board places on record its appreciation for the services provided by him during his association with the Company.
Mr. Rajiv Batra was appointed as Group Chief Financial Officer of the Company w.e.f. October 01, 2020.
There has been no change in any other Key Managerial Personnel of the Company during the year.
Evaluation of the Board''s Performance
In compliance with the provisions of Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, of the Directors as well as evaluation of the working of its Committees during the year under review. The evaluation framework for assessing the performance of Directors including the Chairman of the Board comprised of criteria like quality of contribution to the Board
deliberations, strategic inputs regarding growth of Company and its performance, attendance at Board Meetings and Committee Meetings, Independence of judgements safeguarding the interest of the company and commitment to stakeholder interests. The performance of Independent Directors was carried out by entire Board. A member of the Board does not participate in the discussion of his/her evaluation. For more details on evaluation, please refer Corporate Governance Report.
Number of Board Meetings conducted during the year under review
During the year under review, six (6) Board Meetings were held on June 04, 2020, August 04, 2020, August 27, 2020, October 28, 2020, January 19, 2021 and February 02, 2021. All meetings of the Board were held virtually through Video Conference due to Covid''19 pandemic situation pursuant to Sub-rule 2 of Rule 4 of Companies (Meetings of Board and its Powers) Rules, 2014. The details of the Board meetings and attendance of the Directors are provided in the Corporate Governance Report.
Composition of CommitteesAudit Committee
As on March 31, 2021, Audit Committee comprises of 3 members with Mr. Narayan K. Seshadri as the Chairperson, Mr. Rajnish Sarna and Ms. Ramni Nirula as members. Further, details on the Committee reference, meetings held are given in the Corporate Governance Report.
There have been no instances during the year when recommendations of the Audit Committee were not accepted by the Board.
Stakeholder''s Relationship Committee
The Stakeholder''s Relationship Committee comprises of 3 members with Mr. Pravin K. Laheri, Independent Director as the Chairperson, Mr. Mayank Singhal and Mr. Rajnish Sarna as the members. Further details on the Committee reference, meetings held are given in the Corporate Governance Report.
A detailed update on the Board, its composition, detailed charter including terms and reference of various Board Committees, number of Board and Committee meetings held during FY 2020-21 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Report.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility statement: -
(a) in the preparation of the annual accounts for the year ended March 31, 2021, the applicable accounting standards had been followed;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the profit of the Company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively ensuring the orderly and efficient conduct of its business including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Company''s website at https://www.piindustries.com/investor-relations/ Investor-Information/annual-return
17. SECRETARIAL STANDARDS OF ICSI
The Company has devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.
18. EMPLOYEESRemuneration policy of the Company
The Remuneration policy of your Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including the criteria for determining qualifications, positive attributes, independence of a Director and other related matters have been provided in the Corporate Governance Report, which forms part of this report.
Human Resources and Trade Relations
In support of the high growth strategies of Company''s business, your Company added 552 employees (gross) to its permanent workforce during the year across all levels. Continued focus on leveraging technology, social media tools and building employer brand helped your Company complete its hiring program effectively and efficiently. The Company also launched a revamped on-boarding program called ''Project Aagman'' which helped in much faster assimilation of new talent in the Company. The Company also initiated the red-carpet event for all new joiners giving a platform to new joiners for interaction with top management.
In line with its compensation policy, your Company closed the annual increment cycle and made market corrections where necessary with view to retaining high-performing talent as well as to ensure that pay levels and structure are competitive with market.
Employee well-being was one of the central focus point for the Company during the covid period. Multiple initiatives like new
Mediclaim Policy, extending support for Corona victims were launched. The Company tied up with hospitals and doctors to provide covid care support during the year.
Recognizing the importance of identifying and developing high-performer employees with potential for fast-track growth, your Company completed comprehensive Talent Management Programme - ''Project Udbhav''. This project covers all managerial and leadership levels in the Company and consists of:
- Evaluating employees against our behavioural and leadership competencies using a battery of proven tests;
- Developing and implementing individual development plans for each employee through a mix of experiential learning, executive education, cross-functional teaming and coaching and mentoring;
- Developing differentiated career paths for employees based on their performance and potential;
- Establish a structured process for Talent Review to monitor the progress and development of employees in line with business needs;
- Use the outcomes of the assessments to develop succession plans for critical role;
- Integrate the outcomes of the above with career decisions.
As on March 31, 2021, 230 employees had completed their assessments and subsequent talent review exercise was done where the leadership participated in curating the future career track for all high potential employees.
Employee engagement continues to be in focus. Owing to covid most of the engagement initiatives were undertaken during the year virtually. Initiatives like Stepthalon, Dental Camp, International Yoga Day have been the highlights of attracting employees and bringing them closer to the culture of the organization.
Continuous improvements in HR Systems and Processes were made during the year, based on user feedback. Besides making the system user friendly, these improvements have also strengthened system controls. A comprehensive HR SOP has now been developed to act as a standalone document for process reference and compliance.
Total permanent workforce of the Company stood at 2963 as on March 31, 2021.
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace
Your Company has a zero tolerance for any abuse against Women at Workplace. Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as required under the "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013". The Company has constituted Internal Complaints Committee (ICC) known as Prevention of Sexual Harassment (POSH) Committee to enquire in to complaints of Sexual Harassment and recommend appropriate action. The Company received one complaint under the POSH and same has been disposed off after following the proper procedures during the financial year 2020-21.
Particulars of Employees and related disclosures
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and annexed as Annexure ''C''. As per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2). However, these are available for inspection during business hours up to the date of the forthcoming annual general meeting at the registered office of the Company. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.
Your Directors place on record their appreciation of the valuable contribution made by the employees of your Company.
Employee Stock Option Plan / Scheme
Your Company discontinued the grant of stock options under PII-ESOP Scheme, 2010 in the year 2017 as per the recommendation(s) of Nomination & Remuneration Committee of the Board. However, the stock options already granted vest as per the terms and conditions contained in the grant letter. As per the Company''s ESOP scheme, options vest after a lock in period of one (1) year from the date of grant in a graded manner over the vesting period of four (4) years. The exercise price of stock options granted have been arrived by giving discount to the closing market price of the equity share on National Stock Exchange India Limited one day prior to the date of grant of option. No employee has been issued stock options equal to or exceeding 1% of the issued capital of the Company at the time of grant. Details of options as required under SEBI regulations is given in Annexure ''D''.
Mr. Mayank Singhal, Vice Chairman and Managing Director of your Company was conferred with the prestigious ''Business Leader of the Year Award'' at the World Leadership Congress Awards ceremony for showcasing leadership with remarkable achievements against all adversities in a very difficult year.
Your Company also won the ''Most Admired Company of the Year Award'' at the World Leadership Congress Awards ceremony. For its value-added offerings to millions of farmers in increasing farm yield, profitability and delivering impressive returns to our investors year after year.
For its DSR initiative, your Company won the ''Corporate Social Responsibility Programme of the Year Award'' at the World Leadership Congress Awards ceremony. DSR (direct seeded rice) technique reduces labour cost, water usage, and land aridity and helps in sustainable agriculture in Punjab, Haryana, Bihar, Karnataka, Andhra Pradesh and Telangana. Over the years, DSR has positively impacted over 20 lac acres of farmland, benefitted 47,000 new farmers, and saved over 1.7 trillion litres of water in FY20 alone.
Your Company was adjudged winner at the 14th Edition of ''CII-National Awards for Excellence in Water Management 2020''
for its leadership role in implementing water and watershed management projects with the involvement of public/private agencies and communities to facilitate sharing of information by excellent water efficient companies.
For its HR Strategy and Innovation, your Company won award for ''Best HR Strategy in Line with Business'' for relentlessly driving Hiring, Aagman, Engagement through Digital initiatives, Virtual Learning and Udbhav during a challenging pandemic year and award for ''Continuous Innovation in HR Strategy at Work'' in digitizing the Hire to retire processes with minimal manual intervention.
20. VIGIL MECHANISM - WHISTLE BLOWER POLICY
Your Company has an established vigil mechanism for Directors and employees to report their genuine concerns, as approved by the Board on the recommendation of the Audit Committee. The Whistle Blower Policy of the Company is formulated and uploaded on the Company''s website at the following
https://www.piindustries.com/Media/Documents/Whistle%20
Blower%20Policy(r).pdf
The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure ''E'' attached to this report.
22. CORPORATE SOCIAL RESPONSIBILITY ("CSR") AND RELATED MATTERS
In accordance with the requirements of Section 135 of the Companies Act, 2013, your Company has a CSR Committee comprising four (4) members with Mr. Pravin K. Laheri as Chairperson, Mr. Mayank Singhal, Mr. Rajnish Sarna and Ms. Ramni Nirula as Members. Your Company has also amended Corporate Social Responsibility Policy (CSR Policy) pursuant to the Companies (Corporate social responsibility Policy) Amendment Rules, 2021 notified by the MCA on January 22, 2021 in order to ensure alignment of policy with amended law. The policy is available on the website of the Company at
https://www.piindustries.com/sustainability/CSR/CSR-Policy
Your Company carries out its CSR activities through PI Foundation, a Trust set up by PI Industries Ltd. During the year, PI Foundation undertook several CSR initiatives under the following few categories:
- Water
- Education and Talent Nurturing
- Healthcare
- Hygiene & Sanitation
- Livelihood Enhancement
- Sustainable Agriculture
- Skill Development
- Employee Engagement through CSR
During the financial year 2020-21, the Company has contributed an amount of ^ 108.9 Mn to PI Foundation, aggregating to 2% of its average net profits for preceding 3 financial years. PI Foundation has spent an amount of ^ 92.8 Mn and the remaining unspent amount on the ongoing projects has been transferred back to a separate unspent account opened for CSR as required under the amended rules. PI foundation has not been able to spend the entire money as projects are ongoing projects spread over 2-3 years. Various CSR initiatives taken during COVID-19 including;
- support to the local administration in fast and efficient sanitization of large areas by deploying services of hi-tech Japanese farm spray machines free of cost in nearly 50 locations so far, spanning across the states of Rajasthan, Gujarat, Andhra Pradesh, Telangana, Haryana, Delhi, Punjab. State govts. has appreciated the efforts of PI in providing these spray machines to carry out sanitization drive at large scale.
- Distribution of over 12,500 food packets was made to migrants and daily-wage labourers.
- Manufacture and distribution of 1,50,000 sanitizers so far in the neighboring communities around PI''s operations.
- Using mobile Medical Units 24x7 in 64 villages of Jambusar, Gujarat spreading awareness on the necessity of social distancing, hand-sanitization, conducing a thermal screening and distributing masks and other kits to villagers.
- Support to contract workers by continuing to pay their wages and arrange food and basic amenities for them during lockdown while ensuring COVID-19 prevention and containment protocol
The details of CSR activities undertaken by the Company are highlighted in the report format provided under the Companies (CorporateSocialResponsibilityPolicy)Rules,2014inAnnexure''F'' which is attached to this report.
Your Company takes pride in its Corporate Governance structure and strives to maintain the highest possible standards. A detailed report on the Corporate Governance code and practices of the Company along with a certificate from the auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Regulation 34 of SEBI (LODR) Regulations, 2015 forms part of the report.
24. MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on the Management Discussion and Analysis is provided separately forms part of the Annual Report.
25. BUSINESS RESPONSIBILITY REPORT
A separate section of Business Responsibility describing the initiatives taken by the Company from an environmental, social and governance perspective, forms part of this Annual Report as required under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year, your Company allotted 1,36,05,442 Equity Shares of ^ 1/- each at a premium of ^ 1469/- each pursuant to QIP offerings made by the Company on July 09, 2020.
Further, your Company had issued 4,683 Equity Shares of ^ 1/- each at a premium of ^ 743/- each, which were allotted to PII ESOP Trust (Trust), set up to administer PII Employee Stock Option Plan-2010. The Trust allocates these shares to the employees of the Company and its subsidiaries upon exercise of stock options from time to time under the aforesaid Scheme.
As a result of these allotments, the paid-up equity share capital of your Company increased to ^ 151.7 Mn (comprising of 15,17,18,118 Equity Shares of ^ 1/- each as on March 31, 2021).
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: -
a) Issue of equity shares with differential rights as to dividend, voting or otherwise.
b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme saved and except issued under ESOP Scheme as referred to in this Report.
c) Neither the Managing Directors nor the Whole-time Director of the Company received any remuneration or commission from any of its subsidiaries.
d) 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.
Further, there have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company
to which the financial statements are related and the date of the report.
Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from bankers, business associates, lenders, financial institutions, shareholders, various departments of the Government of India, as well as the State Governments of Rajasthan & Gujarat, the farming community and all our other stakeholders.
The Board places on record its sincere appreciation towards the Company''s valued customers in India and abroad along with its joint venture partners for the support and confidence reposed by them in the organization and looks forward to the continuance of this supportive relationship in the future.
The Board deeply regret the losses suffered due to the Covid-19 pandemic and place on record their sincere appreciation to all the front-line workers and those who have gone beyond their duties in battling against the pandemic.
Your Directors acknowledge the contribution and hard work of the employees of the Company and its subsidiaries at all levels, who, through their competence, hard work, solidarity and commitment have enabled the Company to achieve consistent growth.
On behalf of the Board For PI Industries Limited
Sd/-
Narayan K. Seshadri
Chairman DIN:00053563
Date: May 18, 2021 Place: Mumbai
Mar 31, 2018
Dear Members,
The Directors are pleased to present the Seventy-First Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2018.
1. FINANCIAL HIGHLIGHTS
(Rs. in Cr.)
|
Particulars |
FY 2017-18 |
FY 2016-17 |
|
Revenue from Operations |
2308.72 |
2382.94 |
|
Other Income |
59.98 |
35.82 |
|
Profit Before Interest, Depreciation and Tax |
552.04 |
586.35 |
|
Interest |
5.88 |
7.20 |
|
Depreciation |
82.57 |
72.67 |
|
Profit before Tax & Exceptional items |
463.59 |
506.47 |
|
Less: Current Tax inclusive of earlier year Tax |
99.55 |
102.43 |
|
Deferred Tax Asset/Liability |
(2.50) |
(53.32) |
|
Profit after Tax |
366.54 |
457.36 |
|
Other Comprehensive Income |
7.44 |
4.93 |
|
Total Comprehensive Income |
359.10 |
462.30 |
|
Balance of retained earning brought forward from previous year |
1189.35 |
806.96 |
|
- Profit for the year |
366.54 |
457.36 |
|
- Other Comprehensive Income (OCI) for the year |
1.13 |
(4.40) |
|
Appropriations:- |
||
|
Final Dividend on Equity Shares 2016-17 |
34.40 |
- |
|
Interim Dividend on Equity Shares 2017-18 |
20.64 |
20.64 |
|
Dividend Distribution Tax on Equity Shares |
11.20 |
4.20 |
|
Transfer to General Reserve |
36.65 |
45.74 |
|
Balance Profit / (-) Loss carried forward |
1454.13 |
1189.35 |
|
Earning Per Share (EPS) (Rs.) |
26.62 |
33.31 |
|
Basic & Diluted (Rs.) |
26.55 |
33.08 |
2. KEY HIGHLIGHTS
Your companyâs Revenue from Operations for the year stood at Rs.2,308.72 crores as compared to Rs.2382.94 crores last year registering a decline of 3.11 % YoY. The Operating Profit for the year declined to Rs.492.06 crores from Rs.550.53 crores last year i.e. a decrease of 10.62% YoY. The Net Profit for the year on stand-alone basis stood at Rs.366.54 as compared to Rs.457.36 crores in the previous year i.e. a decline of 19.86% YoY on account of higher effective tax rates during the year under review.
EBIDTA margin decreased 1 79 basis points to 21.31 % in 2017-18 over 2016-17 and PAT margin declined 331 basis points to 15.88% in 2017-18 over 2016-17.
Your Company proposes to transfer an amount of Rs.36.65 crores to the General Reserves.
Your Companyâs Net Profit on a consolidated basis stood at Rs.367.63 crores during the year as compared to Rs.459.44 crores in the previous year, a decline of 19.98 % YoY.
The Earnings per share (EPS) for the year stood at Rs.26.62 per share, a decline of 20.08 % as compared to Rs.33.31 per share for the previous year.
Your company launched five (5) new products in domestic segment namely Header, Fender, Visma, Humesol and Elite all of which received good reviews and expected to grow in coming years. Your company also commercialized four (4) new products for export market.
Your Company entered into a Joint-venture agreement with Kumiai Chemical Industry Co. Ltd., Japan on 22nd June, 2017 to manufacture and distribute Bispyribac Sodium, one of the flagship agrochemical products of Kumiai, in India to achieve operational efficiencies and further growth. In this joint- venture, PI subsidiary namely PI Life Science Research Ltd., holds 50% equity and remaining 50% share is held by Kumiai Chemical Industry Co. Ltd., Japan. This joint venture shall help PI to bring superior innovative solutions in India to enhance farm productivity and also leverage manufacturing efficiencies of India under âMake in Indiaâ initiativeâ.
Your company invested Rs.169.58 crores in fixed assets for expansion of manufacturing and Research & Development capacities.
3. PERFORMANCE REVIEW
The company revenues were flat as compared to last year (net of excise). Domestic revenues are moderated due to erratic and uneven rainfalls and channel de-stocking on account of GST transition. However, business continued to enhance its focus on the product spectrum and widen the exisitng portfolio of crop protection through a strategic tie up with BASF for introduction of novel products in the country. PI introduced some of the most advanced fungicides namely Header, Fender and Visma which helps strengthen the fungicide portfolio of the company. PI added 3 new co-marketing partners for Dinotefuran while achieving more than 100% growth in their own brand Osheen. Despite facing fierce competition from generics Nominee Gold expanded its customer base. The successful introduction of Humesol helped PI in increasing its presence in a rapidly growing bio stimulant market. The introduction of new innovative products, strengthening of existing partnerships & forging of new ones, channel expansion and focus on customer connect are some of the key strategic initiatives expected to drive the growth in coming years.
Your companyâs exports grew marginally by 1.2 % during the year despite a slowdown in the global market situation and challenge in availability of raw material especially from China. In order to reduce its dependency on Chinese raw material suppliers, the company has developed 6-7 alternate vendors in India for 6-7 key raw materials that shall help the company in the coming years. Commercialisation of 4 new molecules during the year along with the enhanced utilization of multi-purpose plants at Jambusar SEZ, is expected to provide further growth momentum to the exports in the coming years.
Your company has won numerous awards and received much recognition. Panoli manufacturing site has won National Safety Council award, Company also won prestigious Global Sourcing - Outstanding Performance Award, the only award recognised under the global outsourcing category at annual award ceremony organised by Bayer held on December 15, 2017. Your Company was once again recognised for outstanding exports performance as it bagged âTrishul awardâ from Chemexcil for outstanding exports performance during the year 201 7. For its CSR initiatives, your Company was honoured with âSocial Change Award 2017â.
Your Company was also rated by ECOVADIS in âGOLDâ category for Companyâs quality in integrating the principles of CSR into their business (Environment, Labor/ Social, Fair business/Ethics, and Supply Chain.
Research & Development (R&D)
During the year under review, the Research & Development team successfully carried out synthesis of 48 new development molecules. Out of these, 13 molecules were scaled up successfully for their next stage of development and 4 molecules were commercialised during the year. Apart from synthesis and scale up of new products, the Research & Development team also undertook process improvements for 17 projects in order to identify cost improvement opportunities and then implement 15 such project improvements at the plant level. Environment, Health and Safety (EHS) considerations were given the usual special emphasis in the process development work.
You company has state of art R&D set up with green house facilities for biological testing which support to increase R&D projects under various disciplines of chemistry, library synthesis, molecule design, lead optimization, route synthesis, biological & green house testing and joint research assignments with global innovator partners.
Your companyâs research strategy and implementation are well supported by a strong team comprising of more than 300 research scientists having expertise and experience in chemistry, analytical techniques, IP management and basic & detailed process engineering. During the year, R&D undertook development work on various new projects covering different sectors i.e. Agro, Pharma and Electronic chemical applications. You will be further glad to know that your company has identified patentable processes and has initiated the patent evaluation process.
Your company continues to pursue cost leadership in which R&D team played vital role on process innovations for several existing products to identify cost improvement opportunities and at the same time maintaining highest standards of Quality, Health, Safety and Environment (QHSE). The companyâs R&D and manufacturing team are constantly working together to reduce environmental load, enhance safety and reduce cost.
4. FINANCE
Your Company continued to focus on managing cash efficiently and ensured that it has adequate liquidity and back up lines of credit. Net Cash from operations for the year stood at Rs.314.47 crores. Your Company follows a prudent financial policy and aims at maintaining an optimum financial gearing. The Companyâs Debt to Equity Ratio was 0.04 as on March 31, 2018.
Your Company has been credit rated by CRISIL Limited. The Companyâs credit rating for long term was reaffirmed at AA/Stable and for short term loans, rating was reaffirmed at CRISIL A1 â. This reflects a very high degree of safety regarding timely servicing of financial obligations and also a vote of confidence reposed in your Companyâs financials.
5. DIVIDEND
During the year, the Board of your Company has declared an interim dividend of Rs.1.50 per equity share of Rs.1/- each in its Board Meeting on October 25, 2017. The Directors are pleased to recommend a final dividend of Rs.2.50 per equity share of Rs.1/- each. This will take the total dividend for the year to Rs.4/- per equity share of Rs.1/- each. The dividend, if approved at the ensuing Annual General Meeting, will be paid to those shareholders whose names appear on the register of members of the Company as on the record date i.e. August 01, 2018.
DIVIDEND DISTRIBUTION POLICY
PI believes in maintaining a fair balance between cash retention and dividend distribution. Cash retention is required to finance acquisitions and future growth, and also as a means to meet any unforeseen contingency.
PI Dividend Policy specifies the financial parameters that will be considered when declaring dividends, internal and external factors that would be considered for declaring dividends. The Policy has been put up on the website of the Company at http://www.piindustries.com/Media/ Documents/Dividend%20Policy%20(f).pdf
SEBI, vide its notification dated July 08, 2016 has introduced a new Regulation 43A under SEBI(LODR) Regulations, 2015, requiring top 500 listed companies, based on market capitalisation calculated as on March 31 of every financial year, to formulate a Dividend Distribution Policy and disclosure of the same in their Annual Reports and on the company website. Since your company forms part of top 500 listed companies based on market capitalisation as on March 31, 2016, the Board of the Company has adopted a Dividend Distribution Policy, which can be accessed at following weblink http://www.piindustries.com/Media/Documents/ Dividend%20Policy%20(f).pdf
6. SUBSIDIARIES & JOINT-VENTURES
As on March 31, 2018, the Company had three (3) Wholly-owned Subsidiaries and two (2) Associate Companies. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies.
The key highlights of these subsidiary and joint-ventures are as under:
SUBSIDIARY COMPANIES
(i) PI Life Science Research Ltd.
During the year, the Company posted a profit of Rs.136.96 Lacs earned on account of various R&D activities for developing new products.
(ii) PI Japan Co. Ltd.
The Company posted a net profit of JPY 30.99 lacs during the year. Due to the size of operations and local laws, the annual accounts of this Company are not required to be audited. The same have been certified by the Management of the Company.
(iii) PILL Finance and Investments Ltd.
The Company posted a profit of Rs.24.34 lacs during the year.
JOINT-VENTURES
Solinnos Agro Sciences Pvt. Ltd
The Company holds 49% equity in Solinnos Agro Sciences Pvt. Ltd through its subsidiary company namely PI Life Science Research Limited and hence an Associate Company. The Company posted a net profit of Rs.30.35 lacs during the year ended March 31, 2018.
PI Kumai Pvt. Ltd
The Company holds 50% equity in PI Kumai Pvt. Ltd through its subsidiary company namely PI Life Science Research Ltd and hence an associate company, The Company posted a loss of Rs.0.21 lacs on account of establishment expenses since the company has not commenced its operations during the period ended March 31, 2018.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014,a statement containing salient features of the financial statements of the Subsidiary and Associate Companies is given in form AOC-1. Refer Annexure âAâ to this Report.
The company does not have any material listed subsidiary company. In accordance with the provisions of Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing the Standalone and Consolidated Financial Statements along with the Audited Annual Accounts of each Subsidiary Company have been placed on the website of the Company i.e. www.piindustries.com.
7. RISK MANAGEMENT POLICY AND INTERNAL CONTROLS
Your company processes are inbuilt to enable risks to be identified, assessed and mitigated appropriately. Major risks identified by the business and functions are systematically addressed through mitigating actions on continuing basis. Risk assessment is conducted periodically and the Company has a mechanism to identify, assess, mitigate and monitor various risks to key business objectives. The Internal Audit Function regularly reviews various risks and places the report before the Audit Committee of your Company from time to time.
The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Companyâs policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.
Your Companyâs Internal Control Systems are commensurate with the nature and size of its business and in view of the complexity of its business operations, these are designed to meet the challenges. The control system comprises of continuous audit and compliance by in-house internal audit team supplemented by internal audit checks by M/s KPMG India LLP., Internal Auditors of the Company. M/s PKF Sridhar & Santhanam have been engaged as the Depot Auditors to perform the internal audit function, assess the internal controls and statutory compliances in various areas and also provide suggestions for improvement.
The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the financial transactions and review the various business processes. Internal Audit reports are periodically placed before the Audit Committee of the Board. Independence of internal auditors is ensured through direct reporting to Audit Committee.
8. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY
The Company has in place an adequate Internal Financial Controls, with reference to financial statements. The Company has identified and documented all key internal financial controls as part of its Internal Financial Control reporting framework. The Company has laid down policies and procedures for all critical processes across companyâs plant, offices wherein financial transactions are undertaken. The policies and procedures cover the key risks and controls in all the processes identified to respective process owner. In addition, the Company has a well-defined financial delegation of authority which ensures approval of financial transaction by appropriate personnel. The Company uses SAP ERP to process financial transactions and maintain its books of accounts to ensure its adequacy, integrity and reliability.
The financial controls are evaluated for operating effectiveness through Managementâs ongoing monitoring and review process and independently by Internal Auditors.
In our view, the Internal Financial Controls over Financial Reporting are adequate and are operating effectively as on March 31, 2018.
9. RELATED PARTY TRANSACTIONS
A significant quantum of related party transactions undertaken by the Company is with its subsidiary companies engaged in business development activities. All Related party transactions that were entered during the financial year as stated in the financial statements were on an armâs length basis and in ordinary course of business in compliance with the applicable provisions of the Companies Act, 201 3 and the Listing Regulations, 2015. There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholder approval under the Listing regulations/Companies Act, 2013.
Prior omnibus approval of Audit Committee is obtained for the transactions which are foreseen and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.
The Related Party Transactions Policy as approved by Board on recommendation of the Audit Committee is uploaded on the Companyâs website at the following weblink: http://www.piindustries.com/Media/Documents/ Related%20Party%20Transactions%20Policy(r).pdf
Your Company does not have any contracts or arrangements with its related parties falling under Section 188(1) of the Companies Act, 2013. Hence, the details of such contracts or arrangements with its related parties are not disclosed in Form AOC-2 as prescribed under the Companies Act, 2013 and the Rules framed thereunder. Your Directors draw attention of the Shareholders to Note No. 34 of the standalone financial statements which set out related party disclosures.
10. AUDITORS
Statutory Auditors and Auditorâs Report
The shareholders of the Company at last AGM held on September 06, 2017 had appointed M/s. Price Waterhouse Chartered Accountants, LLP, (ICAI Registration No-012754N/N500016), as the Statutory Auditors of the Company for an initial term of 5 years, subject to ratification by members at every AGM, if required under the provisions of the Companies Act, 2013. However, the Companies Amendment Act, 2017 has removed the requirement of ratification of statutory auditors and accordingly they hold their office till the conclusion of Annual General Meeting to be held in 2022.
Cost Auditor
Pursuant to the directives issued by the Central Government, an audit of the cost records relating to Insecticides (Technical grade and formulations) manufactured by the Company is required to be conducted by an auditor with the requisite qualifications as prescribed under Section 148 of the Companies Act, 2013. Your Board has appointed M/s K.G. Goyal & Co., Cost Accountants, Jaipur, as Cost Auditors based on the recommendation of the Audit Committee for the conduct of the audit of cost records of Insecticides (Technical grade and formulations) for the year ending March 31, 2019.
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made thereunder, Members are requested to consider the ratification of the remuneration payable to M/s K.G. Goyal & Co., Cost Accountants.
Secretarial Auditor
The Board had appointed Mr. R.S. Bhatia (CP No.2514), practicing Company Secretary, to carry out Secretarial Audit in accordance with the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the financial year ended March 31, 2018. The Secretarial Audit Report for the financial year ended March 31, 2018 has been obtained and does not contain any qualification, which requires any comments from the Board. The Secretarial Audit Report for financial year ended March 31, 2018 is annexed to this report as Annexure âBâ.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of investments, loans and guarantees provided by the company are mentioned in Note No. 7 (b) and 7(c) forming part of the Notes to the financial statements.
12. DEPOSITS
Your Company has not accepted any public deposits during the financial year 2017-18 and as such no amount of principal or interest was outstanding as on March 31, 2018.
13. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF)
During the year, company had transferred an amount of Rs.90,782/- towards unclaimed or unpaid for more than seven years to IEPF Account. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 06, 2017 (date of last Annual General Meeting) on the Companyâs website and on the website of the Ministry of Corporate Affairs. The details can be viewed at companyâs website at following link: http://www.piindustries.com/sites/default/files/Copy%20 of%20Unpaid%20Div%2015%209%2015%20all.pdf
Pursuant to the provisions of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company is required to transfer equity shares in respect of which dividends have not been claimed for a period of seven years continuously, to IEPF. Your Company has further transferred 1 ,69,835 equity shares pertaining to shareholders in respect of which dividend was unclaimed for seven consecutive years to IEPF demat account through NSDL corporate action pursuant to the provisions as contained in Sec 124(6) of the Companies Act, 2013 and rules made thereunder.
14. BOARD AND COMMITTEES
a) Board of Directors
Your Company is managed and controlled by a Board comprising an optimum blend of Executive and Non-Executive Professional Directors. The Chairman of the Board is a Non-Executive Independent Director. As on March 31, 2018, the Board of Directors consists of eight (8) Directors consisting of Managing Director & CEO, Whole-time Director and six (6) Non-executive Directors, out of which five (5) are Independent Directors including one Woman Director. The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the relevant provisions of the Companies Act, 2013. All the Directors possess requisite qualifications and experience in general corporate management, strategy, finance, banking and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.
Declaration from all Independent Directors has been received confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and the Listing Regulations, 2015.
In order to strengthen the Board, Dr T.S. Balganesh was appointed as an Additional Director on the Board of the Company w.e.f May 16, 2017 on the basis of the recommendation of Nomination and Remuneration Committee. Shareholders in its meeting held on September 06, 2017 approved the appointment of Dr T.S. Balganesh as Independent Director on the Board for a period of 3 years from the date of aforesaid AGM. Further, Mr. Narayan K. Seshadri, Mr. Pravin K. Laheri, Mrs. Ramni Nirula were reappointed as Independent Directors to hold their office for another term of 5 years from the date of aforesaid AGM.
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Arvind Singhal, shall retire by rotation at the forthcoming Annual general Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the approval of the members at the forthcoming Annual General Meeting.
b) Evaluation of the Boardâs Performance
In compliance with the Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, Committees and performance of individual Directors during the year under review. The evaluation framework for assessing the performance of Directors comprised of criteria like quality of contribution to the Board deliberations, strategic perspective or inputs regarding future growth of Company and its performance, attendance of Board Meetings and Committee Meetings and commitment to shareholder and other stakeholder interests. The evaluation involves Self-Evaluation by the Board Members and subsequent assessment by the Board. A member of the Board does not participate in the discussion of his/her evaluation.
c) Number of Board Meetings conducted during the year under review
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, Board of Directors met five (5) times. The details of the Board meetings and attendance of the Directors are provided in the Corporate Governance Report.
d) Composition of Audit Committee
The Board has a duly constituted Audit Committee which comprises of Mr. Narayan K. Seshadri as the Chairman, Mr. Rajnish Sarna, Ms. Ramni Nirula and Mr. Ravi Narain as the members. Details on the Committee are given in the Corporate Governance Report.
e) Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility statement:-
(a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards had been followed;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2018 and of the profit of the Company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively ensuring the orderly and efficient conduct of its business including adherence to Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
15. CHANGES IN KEY MANAGERIAL PERSONNEL
During the year, Mr. Subhash Anand was appointed as Chief Financial Officer w.e.f October 25, 2017 in place of Ms. Jayashree Satagopan who had relinquished her office on October 20, 201 7. There has been no change in any other Key Managerial Personnel of the Company during the year.
16. ANNUAL RETURN
Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return in form MGT-9 is attached as Annexure âCâ.
17. EMPLOYEES
a) Remuneration policy of the Company
The Remuneration policy of your Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including the criteria for determining qualifications, positive attributes, independence of a Director and other related matters have been provided in the Corporate Governance Report, which forms a part of this report.
b) Human Resources and Trade Relations
In the area of Human Capital, considerable progress has been achieved in the initiatives begun last year. Your company campus relationship building exercise which commenced last year has paid rich dividends. Company participated in the placement processes of premier campuses and made offers to nine candidates, all of whom have since joined us. A Talent Review process was put in place as a pilot in one part of our business and will be replicated throughout the company in the coming year. The objective of the process is to segment our talent according to performance and potential and to develop customized training, careers and retention plans for them. Recognising that the provision of basic services matters the most to the vast majority of any workforce and is a key driver of employee satisfaction, company rolled out an Employee Bill of Rights which documents and communicates service levels our employees can hold us to account against. This is supported by a HR Service Management tool to enable to us to track HR performance against the promised service levels.
A healthy workforce is a productive and engaged workforce. During the last quarter of the year, company launched a Wellness Program, a multi-dimensional initiative aimed at increasing employeesâ awareness of the need for a healthy lifestyle and preventive healthcare. The programâs focus includes diet, exercise, stress management and disease prevention.
Your company technology focus continued unabated as company implemented the Recruitment, Onboarding and Off-boarding modules of Success Factors and upgraded our time and attendance management system for enhanced linkage with SAP as well as data access and reportingâ.
During 2017-18, your Company continued to have cordial relationship with all its employees and maintained healthy, cordial and harmonious industrial relations at all levels.
Total workforce of your Company stood at 2070 as on March 31, 2018.
c) Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace
Your Company has a zero tolerance for any abuse against Women at Workplace. Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as required under the âThe Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013â. The Company has constituted Internal Complaints Committee (ICC) known as Prevention of Sexual Harassment (POSH) Committee to enquire in to complaints of Sexual Harassment and recommend appropriate action. The Company has not received any complaint of sexual harassment during the financial year 2017-18.
d) Particulars of Employees and related disclosures
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and annexed as Annexure âDâ. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2). However, they are available for inspection during business hours upto the date of the next annual general meeting at the registered office of the Company. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.
Your Directors place on record their appreciation of the valuable contribution made by the employees of your Company.
e) Employee Stock Option Plan / Scheme
During the year, your Company discontinued grant of stock options under PII-ESOP Scheme, 2010 as per the recommendation of Nomination & Remuneration Committee of the Board. The stock options already granted would vest as per the conditions contained in the grant letter. As per the ESOP scheme, stock options shall vest after a lock in period of one year from the date of grant. The stock options vest in graded manner over a vesting period of four (4) years. The exercise price of stock options granted have been arrived by giving discount to the closing market price of the equity share on National Stock Exchange India Limited one day prior to the date of grant of option. Voting rights on the equity shares issued to employees under the ESOP Scheme are either exercised by them or through their appointed proxy. No employee has been issued stock options equal to or exceeding 1% of the issued capital of the Company at the time of grant. Details of options as required under SEBI regulations is given in Annexure âEâ.
18. VIGIL MECHANISM - WHISTLE BLOWER POLICY
Your Company has established a vigil mechanism for Directors and employees to report their genuine concerns, as approved by the Board on the recommendation of the Audit Committee. The Whistle Blower Policy of the Company is formulated and uploaded on the Companyâs website at the following weblink: http://www.piindustries. com/Media/Documents/Whistle%20Blower%20Policy(r). pdf
The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure âFâ attached to this report.
20. CORPORATE SOCIAL RESPONSIBILITY (âCSRâ) AND RELATED MATTERS
In accordance with the requirements of Section 135 of the Companies Act, 2013, your Company has a CSR Committee comprising four members with Mr. Pravin K. Laheri, as Chairman and Mr. Mayank Singhal, Mr. Rajnish Sarna and Ms. Ramni Nirula as Members. Your Company also has formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at http://www.piindustries.com/sustainability/CSR/CSR-Policy
Your Company carried out the CSR activities through PI Foundation, a Trust set up by PI Industries Ltd, During the year, PI Foundation undertook several CSR initiatives under the following few categories:
- Water
- Education and Talent Nurturing
- Healthcare
- Hygiene & Sanitation
- Livelihood Enhancement
- Sustainable Agriculture
- Skill Development
- Employee Engagement through CSR
During the financial year 2017-18, the Company has contributed an amount of Rs.8.58 cr. to PI Foundation, aggregating to 2% of its average net profits for preceding 3 financial years. However, PI Foundation has been able to spent an amount of Rs.6.87 cr. during the financial year 2017-18, since few projects considered are ongoing and spread over 2 to 3 years and would thus require a continuous outflow in respect of the same.
The details of CSR activities undertaken by the Company are highlighted in the report format provided under the Companies (Corporate Social Responsibility Policy) Rules, 2014 in Annexure âGâ which is attached to this report.
21. CORPORATE GOVERNANCE
Your Company takes pride in its Corporate Governance structure and strives to maintain the highest possible standards. A detailed report on the Corporate Governance code and practices of the Company along with a certificate from the auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Regulation 34 of SEBI (LODR) Regulations, 2015 forms part of the report and given in separate section of Annual Report.
22. MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on the Management Discussion and Analysis is provided separately forms part of the Annual Report.
23. BUSINESS RESPONSIBILITY REPORT
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires top 500 listed companies by Market capitalisation to provide Business Responsibility Report in their Annual Report.
Your Company falls under the top 500 Listed Companies by market capitalisation and accordingly a Business Responsibility Report, describing the initiatives taken by the Company from an environmental, social and governance perspective, forms part of this Report.
24. CHANGES IN SHARE CAPITAL
During the year, your Company had issued 3,20,694 Equity Shares of Rs.1/- each, which were allotted to PII ESOP Trust (Trust), set up to administer PII Employee Stock Option Plan-2010. The Trust allocates these shares to the employees of the Company and its subsidiaries upon exercise of stock options from time to time under the aforesaid Scheme. As a result of this allotment, the paid-up equity share capital of your Company increased to Rs.13.79 cr. (comprising of 13,79,07,318 Equity Shares of Rs.1/- each as on March 31, 2018) from Rs.13.76 cr. (comprising of 13,75,86,624 Equity Shares of Rs.1/- each as on March 31, 2017).
25. 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:-
a) Issue of equity shares with differential rights as to dividend, voting or otherwise.
b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme saved and except issued under ESOP Scheme as referred to in this Report.
c) Neither the Managing Directors nor the Whole-time Director of the Company received any remuneration or commission from any of its subsidiaries
d) 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.
Further, there have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements are related and the date of the report.
26. ACKNOWLEDGEMENTS
Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from bankers, business associates, lenders, financial institutions, shareholders, various departments of the Government of India, as well as the State Governments of Rajasthan & Gujarat, the farming community and all our other stakeholders.
The Board places on record its sincere appreciation towards the Companyâs valued customers in India and abroad alongwith its joint venture partners for the support and confidence reposed by them in the organization and looks forward to the continuance of this supportive relationship in the future.
Your Directors proudly acknowledge the contribution and hard work of the employees of the Company and its subsidiaries at all levels, who, through their competence, hard work, solidarity and commitment have enabled the Company to achieve consistent growth.
On behalf of the Board of Directors
For PI Industries Ltd.
Sd/-
Narayan K. Seshadri
Place: Gurugram Chairman
Date: May 15, 2018 DIN: 00053563
Mar 31, 2017
Dear Members,
The Directors have pleasure in presenting their report and the Companyâs audited financial statements for the financial year ended March 31, 2017.
1. FINANCIAL HIGHLIGHTS
(Rs. in Cr.)
|
Particulars |
FY 2016-17 |
FY 2015-16 |
|
Revenue from Operations |
2382.94 |
2197.34 |
|
Other Income |
35.82 |
34.86 |
|
Profit Before Interest, Depreciation and Tax |
586.35 |
464.24 |
|
Interest |
7.20 |
9.60 |
|
Depreciation |
72.68 |
53.74 |
|
Profit before Tax & Exceptional items |
506.47 |
400.90 |
|
Current Tax inclusive of earlier year Tax |
102.43 |
90.46 |
|
Deferred Tax Asset/Liability |
(53.32) |
0.78 |
|
Profit after Tax |
457.36 |
309.66 |
|
Other Comprehensive Income |
4.93 |
2.49 |
|
Total Comprehensive Income |
462.29 |
312.15 |
|
Balance of retained earning brought forward from previous year |
806.97 |
601.00 |
|
- Profit for the year |
457.36 |
309.66 |
|
- Other Comprehensive Income (OCI) for the year |
(4.40) |
0.17) |
|
Appropriations:- |
||
|
Interim Dividend on Equity Shares |
20.64 |
42.51 |
|
Income Tax on Interim Dividend |
4.20 |
8.63 |
|
Transfer to General Reserve |
45.74 |
31.33 |
|
Final Dividend on Equity Shares |
- |
17.76 |
|
Income Tax on Final Dividend on Equity shares |
- |
3.63 |
|
Balance Profit / (-) Loss carried forward |
1189.35 |
806.97 |
ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)
Pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (âInd ASâ) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 1, 2016. Financial statements for the year ended March 31, 2016 have been restated to conform to Ind AS. Note no.43 to the Standalone financial statements provide further explanation on the transition to Ind AS.
2. KEY HIGHLIGHTS
Your companyâs Revenue from Operations for the year grew to Rs.2,382.94 crores from Rs.2,197.34 crores last year registering a growth of 8.45 % YoY. The Operating Profit for the year grew to Rs.550.53 crores from Rs.429.38 crores last year i.e. an increase of 28.22% YoY. The Net Profit for the year on stand-alone basis grew to Rs.457.36 crores from Rs.309.66 crores in the previous year i.e. an increase of 47.70 % YoY.
EBIDTA margin improved 356 basis points to 23.10 % in 2016-17 over 2015-16 and PAT margin strengthened 510 basis points to 19.19 % in 2016-17 over 2015-16.
Your Company proposes to transfer an amount of Rs.45.74 crores to the General Reserves.
Your Companyâs Net Profit on a consolidated basis increased to Rs.459.44 crores during the year as compared to Rs.311.55 crores in the previous year, a growth of 47.47 % YoY.
The Earnings per share (EPS) for the year stood at Rs.33.31 per share an increase of 47.19 % compared to Rs.22.63 per share for the previous year.
During the year, your Company launched a new product âLEGACEEâ, a rice herbicide. Your Company commercialized four new molecules for custom synthesis exports, which are expected to gain traction over the next few years.
Your Company entered into a Joint-venture agreement with Mitsui Chemical Agro Inc., Japan (MCAG) on May 30, 2016 for providing the registration services for MCAGâs proprietary agro-chemicals through its associate company Solinnos Agro Sciences Pvt Ltd, in which PI subsidiary namely PI Life Science Research Ltd., holds 49% equity and remaining 51% share is held by MCAG.
Your company invested Rs.141.79 crores in fixed assets for expansion of manufacturing and Research & Development capacities.
3. PERFORMANCE REVIEW
After two consecutive years of draught, India had a favourable agricultural environment in FY 16 -17. Rainfall for South West monsoon season was at 97% of its Long Period Average (LPA). The agricultural acreage, sowing and output went up during the year compared to prior year. Khariff season witnessed a delayed monsoon and insufficient rainfall in catchment areas coupled with low pest infestation. Rainfall during Rabi season was significantly delayed and had a deficit of 60% resulting in several districts declared as draught prone in the southern part of the country. Demonetization initiated by Central Govt. in November 2016 also had impacted liquidity position in the agri market.
In a year that had a mixed bag for agro-chemical industry, your company registered an overall revenue growth of 8.45% YOY basis and outperformed the industry.
Brand sales continued to be strong during the year. Nominee Gold, a flag ship product of the company faced generic competition during the year. Your companyâs proactive marketing efforts coupled with strong brand recall for the product resulted in growing the molecule YoY. Other key products of the company like Biovita, Osheen, Keefun, Vibrant, Foratox, Rocket continued to grow during the year. Legacee, a rice herbicide was introduced during the year to compliment with other key products in the portfolio and has been well accepted in the market. Your company has a rich pipeline of products that are being evaluated, to add to the diverse product portfolio and propel sustainable growth in mid and long term. To match the increasing demand of domestic agri products, new agri formulation facilities were built at Panoli 2nd site.
Your companyâs exports grew by 11% during the year despite a slowdown in the global agro-chemical industry. During the year, your company has successfully commercialized four new molecules. FY 17 marked the first full year of operations for the 2 new plants commissioned in Jambusar SEZ. New products commercialized along with the enhanced utilization of multi-purpose plants at Jambusar SEZ, is expected to provide further growth momentum to the exports in the coming years.
During the year, your company undertook several measures to improve the operating effectiveness, safety and environmental compliances. Your companyâs manufacturing sitesâ Emergency Control Center (ECC) was equipped with online dispersion modelling software for better understanding, predictability and control of dispersion phenomenon. A PLC based automation of bromine plant & fire hydrant system along with emergency transfer facility for bromine at both locations have been implemented. Online VOC sensors were installed at Panoli location on boundary with online display at ECC.
Truly being in the forefront of science-led opportunities, your Company has implemented various digitalization initiatives to drive efficiencies. Laboratory Information Management System (LIMS) and Alarm Information Management System (AIMS) were implemented at both the manufacturing sites. LIMS will enable to quickly analyse quality samples, leading in shorter turn-around-time of quality data resulting into quicker and better decision making at the Operations. In the future, analytics from LIMS could be used to determine golden batch parameter.
Your company has won numerous awards and received much recognition. Panoli manufacturing site has won Golden Peacock Quality Award 2016, Golden Peacock Environment Award 2016 and Silver Certificate of Merit (Suraksha Puraskar) from National Safety Council. Jambusar manufacturing site has won Golden Peacock Quality Award 2017 and Certificate of Appreciation from National Safety Council. These awards are a testimony to your companyâs commitment to maintaining high standards of quality, environment and safety.
Research & Development (R&D)
You will be glad to know that during the year, your company completed the second phase of expansion of R&D set up by constructing the second and third floors of the State of the Art R&D centre and setting up the green house facilities for biological testing. This new infrastructure would further support to increase R&D projects under various disciplines of chemistry, library synthesis, molecule design, lead optimization, route synthesis, biological & green house testing and joint research assignments with global innovator partners.
Your companyâs research strategy and implementation are well supported by a strong team comprising of more than 250 research scientists having expertise and experience in chemistry, analytical techniques, IP management and basic & detailed process engineering. During the year, R&D undertook development work on 25 new projects covering different sectors i.e. Agro, Pharma and Electronic chemical applications. In the custom synthesis area, eleven new molecules progressed to the next stage and four molecules were commercialized during the year. You will be further glad to know that your company has identified patentable processes and has initiated the patent evaluation process.
Your company aims to pursue cost leadership in which R&D team also worked on process innovations for several existing products to identify cost improvement opportunities and at the same time maintaining highest standards of Quality, Health, Safety and Environment (QHSE). In this context, the R&D and manufacturing team are constantly working together to reduce environmental load, enhance safety and reduce cost.
4. FINANCE
Your Company continued to focus on managing cash efficiently and ensured that it had adequate liquidity and back up lines of credit. Net Cash from operations for the year stood at Rs.336.80 crores. Your Company follows a prudent financial policy and aims at maintaining an optimum financial gearing. The Companyâs Debt to Equity Ratio was 0.05 as on March 31, 2017.
Your Company has been credit rated by CRISIL Limited. The Companyâs credit rating for long term was upgraded from AA-/Positive to AA/Stable for long term loans and for short term loans, rating was reaffirmed at CRISIL A1 â. This reflects a very high degree of safety regarding timely servicing of financial obligations and also a vote of confidence reposed in your Companyâs financials.
5. DIVIDEND
During the year, the Board of your Company has declared an interim dividend of Rs.1.50 per equity share of Rs.1/- each in its Board Meeting on October 25, 2016. The Directors are pleased to recommend a final dividend of Rs.2.50 per equity share of 1/- each. This will take the total dividend for the year to Rs.4/- per equity share of Rs.1/- each. The dividend, if approved at the ensuing Annual General Meeting, will be paid to those shareholders whose names appear on the register of members of the Company as on the record date i.e. September 01, 2017.
DIVIDEND DISTRIBUTION POLICY
SEBI, vide its notification dated July 08, 2016 has introduced a new Regulation 43A under SEBI(LODR) Regulations, 2015, requiring top 500 listed companies, based on market capitalisation calculated as on March 31 of every financial year, to formulate a Dividend Distribution Policy and disclosure of the same in their Annual Reports and on the company website. Since your company forms part of top 500 listed companies based on market capitalisation as on March 31, 2016,the Board of the Company has adopted a Dividend Distribution Policy, which can be accessed at http://www. piindustries.com/Media/Documents/Dividend%20Policy%20 (f).pdf
6. SUBSIDIARY & ASSOCIATE COMPANIES
Your Company has three (3) Wholly-owned Subsidiary Companies and one (1) Associate Company as on March 31, 2017. The key highlights of these subsidiary and associate companies are as under:
SUBSIDIARY COMPANIES
(i) PI Life Science Research Ltd.
During the year, the Company posted a profit of Rs.181 Lacs earned on account of various R&D activities for developing new products.
(ii) PI Japan Co. Ltd.
The Company posted a net profit of JPY 19.92 lacs during the year. Due to the size of operations and local laws, the annual accounts of this Company are not required to be audited. The same have been certified by the Management of the Company.
(iii) PILL Finance and Investments Ltd.
The Company posted a profit of Rs.23.39 lacs during the year.
ASSOCIATE COMPANY
Solinnos Agro Sciences Pvt. Ltd
The Company holds 49% equity in Solinnos Agro Sciences Pvt. Ltd through its subsidiary company namely M/s PI Life Science Research Limited and hence an associate company. The Company posted a loss of Rs.18.89 lacs during the year ended March 31, 2017.
A statement containing salient features of the financial statements of the Subsidiary Companies and Associate Company is given in form AOC-1. Refer Annexure âAâ to this Report.
The company does not have any material listed subsidiary company. In accordance with the provisions of Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing the Standalone and the Consolidated Financial Statements along with the Audited Annual Accounts of each Subsidiary Company have been placed on the website of the Company i.e. www. piindustries.com.
7. RISK MANAGEMENT POLICY AND INTERNAL CONTROLS
Your company processes are inbuilt to enable risks to be identified, assessed and mitigated appropriately. Major risks identified by the business and functions are systematically addressed through mitigating actions on continuing basis. The Internal Audit Function regularly reviews various risks and places the report before the Audit Committee of your Company from time to time.
Your Companyâs Internal Control Systems are commensurate with the nature and size of its business and in view of the complexity of its business operations, these are designed to meet the challenges. The control system comprises of continuous audit and compliance by in-house internal audit team supplemented by internal audit checks by M/s KPMG India LLP., Internal Auditors of the Company. M/s PKF Sridhar & Santhanam have been engaged as the Depot Auditors to perform the internal audit function, assess the internal controls and statutory compliances in various areas and also provide suggestions for improvement.
The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the financial transactions and review the various business processes. Internal Auditor reports are periodically placed before the Audit Committee of the Board. Independence of internal auditors is ensured through direct reporting to Audit Committee.
8. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY
The Company has in place an adequate Internal Financial Controls, with reference to financial statements. The Company has identified and documented all key internal financial controls as part of its Internal Financial Control reporting framework. The Company has laid down policies and procedures for all critical processes across companyâs plant, offices wherein financial transactions are undertaken. The policies and procedures cover the key risks and controls in all the processes identified to respective process owner. In addition, the Company has a well-defined financial delegation of authority which ensures approval of financial transaction by appropriate personnel. The Company uses SAP ERP to process financial transactions and maintain its books of accounts to ensure its adequacy, integrity and reliability.
The financial controls are evaluated for operating effectiveness through Managementâs ongoing monitoring and review process and independently by Internal Auditors.
In our view, the Internal Financial Controls over Financial Reporting are adequate and are operating effectively as on March 31, 2017.
9. RELATED PARTY TRANSACTIONS
All Related party transactions that were entered during the financial year as stated in the financial statements were on an armâs length basis and in ordinary course of business in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations, 2015. There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholder approval under the Listing regulations/Companies Act, 2013.
Prior omnibus approval of Audit Committee is obtained for the transactions which are foreseen and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.
The Related Party Transactions Policy as approved by Board on recommendation of the Audit Committee is uploaded on the Companyâs website at the following weblink: http://www.piindustries.com/Media/Documents/Related%20Party%20Transactions%20Policy(r).pdf
Your Company does not have any contracts or arrangements with its related parties falling under Section 188(1) of the Companies Act, 2013. Hence, the details of such contracts or arrangements with its related parties are not disclosed in Form AOC-2 as prescribed under the Companies Act, 2013 and the Rules framed thereunder. Your Directors draw attention of the Shareholders to Note No. 36 of the standalone financial statements which set out related party disclosures.
10. AUDITORS
Statutory Auditors and Auditorâs Report
As per Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s. S.S. Kothari Mehta & Co. (Firm Registration No. 000756N), Chartered Accountants, New Delhi, as the Statutory Auditors of the Company expires at the conclusion of the ensuing Annual General Meeting of the Company. The Auditorsâ Report given by M/s. S.S. Kothari Mehta & Co., Statutory Auditors on the financial statements of the Company for the year ended March 31, 2017 is part of the Annual Report. The Auditorsâ Report does not contain any qualification, reservation or adverse remark. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act. The Board places on record its appreciation for the services rendered by M/s. S.S Kothari Mehta & Co., Chartered Accountants, as the Statutory Auditors of the Company during their tenure.
The Board of Directors of the Company at their meeting held on May 16, 2017, on the recommendation of the Audit Committee, have made its recommendation for appointment of M/s. Price Waterhouse, LLP, Chartered Accountants (ICAI Registration No-012754N/N500016), as the Statutory Auditors of the Company by the Members at the forthcoming Annual General Meeting of the Company for an initial term of 5 years. Accordingly, a resolution, proposing appointment of M/s. Price Waterhouse, LLP, Chartered Accountants, as the Statutory Auditors of the Company for a term of five consecutive years i.e. from the conclusion of 70th Annual General Meeting till the conclusion of 75th Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice of the 70th Annual General Meeting of the Company. The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.
Cost Auditor
Pursuant to the directives issued by the Central Government, an audit of the cost records relating to Insecticides (Technical grade and formulations) manufactured by the Company is required to be conducted by an auditor with the requisite qualifications as prescribed under Section 148 of the Companies Act, 2013. Your Board has appointed M/s K.G. Goyal & Co., Cost Accountants, Jaipur, as Cost Auditors based on the recommendation of the Audit Committee for the conduct of the audit of cost records of Insecticides (Technical grade and formulations) for the year ending March 31, 2018.
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made thereunder, Members are requested to consider the ratification of the remuneration payable to M/s K.G. Goyal & Co., Cost Accountants.
Secretarial Auditor
The Board had appointed Mr. R.S. Bhatia (CP No.2514), practicing Company Secretary, to carry out Secretarial Audit in accordance with the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the financial year ended March 31, 2017. The Secretarial Audit Report for the financial year ended March 31, 2017 has been obtained and does not contain any qualification, which requires any comments from the Board. The Secretarial Audit Report for financial year ended March 31, 2017 is annexed to this report as Annexure âBâ.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Your Company has not made any investment during the year under the provisions of Section 186 of the Companies Act, 2013. The details of loans and guarantees covered under the aforesaid provisions are mentioned in Note No. 8c forming part of the Notes to the financial statements.
12. DEPOSITS
Your Company has not accepted any public deposits during the financial year 2016-17 and as such no amount of principal or interest was outstanding as on March 31, 2017.
13. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
During the year, there was no dividend that remained unclaimed or unpaid for more than seven years that would need to be transferred to the Investor Education and Protection Fund. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 09, 2016 (date of last Annual General Meeting) on the Companyâs website and on the website of the Ministry of Corporate Affairs. The details can be viewed at companyâs website at following link: http://www.piindustries.com/sites/default/files/Copy%20of%20Unpaid%20Div%2015%209%2015%20all.pdf
14. BOARD AND COMMITTEES
a) Board of Directors
Your Company is managed and controlled by a Board comprising an optimum blend of Executive and Non Executive Professional Directors. The Chairman of the Board is a Non-Executive Independent Director. As on March 31, 2017, the Board of Directors consists of seven (7) Directors consisting of Managing Director & CEO, Whole-time Director and five (5) Non-executive Directors, out of which four (4) are Independent Directors including one Woman Director. The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the relevant provisions of the Companies Act, 2013. All the Directors possess requisite qualifications and experience in general corporate management, strategy, finance, banking and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.
Declaration from all Independent Directors has been received confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and the Listing Regulations, 2015.
After serving the companyâs Board for more than four decades, Mr. Salil Singhal, Chairman & Managing Director stepped down from the board of the company on attaining the age of 70 years. Under his leadership, the Company transformed in to the fastest growing, highest value creating entity by establishing long standing relationships across its wide spectrum of stakeholders with a reputation for trust, ethical standards and passion for growth. The Board of Directors places on record their deep appreciation for the enormous contributions made by Mr. Salil Singhal during his association with the company. At the unanimous request of your companyâs Board, Mr. Salil Singhal accepted to be designated as âChairman Emeritusâ.
Owing to his deep business insight, relationships with global majors, involvement in policy making and key positions that he holds in various industry forums, Board recommended the appointment of Mr Salil Singhal as an Advisor to the Company, which was duly approved by shareholders vide postal ballot, the result of which were declared on May 04, 2017.
Due to his pre-occupation, Dr Venkatrao S. Sohoni resigned from the Board of the Company w.e.f September 14, 2016. The Board places on record the appreciation of the services rendered by him during his association with the Company.
Mr. Narayan K. Seshadri has been appointed as a Non-Executive Chairman on the Board of the Company w.e.f October 05, 2016 as duly approved by Board in its meeting held on October 05, 2016. Mr. Narayan K. Seshadri has an extensive experience in the field of corporate finance, corporate governance, policy formulation, corporate strategy, organization restructuring and transformation. He has provided valuable business insights by advising the Board of various companies in the areas of banking, financial services, agrochemical, health care and IT. His keen business acumen is invaluable for the business growth of the Company.
In order to strengthen the Board, Mr. Arvind Singhal has been inducted as an Additional Director on the Board of the Company w.e.f October 05, 2016 and Dr T.S. Balganesh has been appointed as an Additional Director on the Board of the Company w.e.f May 16, 2017 on the basis of the recommendation of Nomination and Remuneration Committee. They hold their respective offices up to the conclusion of forthcoming Annual General Meeting. The Company is in receipt of notice from the shareholder(s) proposing their appointment as Director at forthcoming Annual General Meeting. The Board recommends their appointment for approval of the members in the forthcoming Annual General Meeting.
Based on the recommendations of the Nomination and Remuneration Committee and Board of Directors, Mr. Ravi Narain was appointed as Independent Director by shareholders at its last Annual General Meeting held on September 09, 2016 for a period of 3 years.
The tenure of appointment of Mr. Narayan K. Seshadri, Ms. Ramni Nirula and Mr. Pravin K. Laheri as an Independent Directors on the Board of the Company shall expire at the conclusion of the forthcoming Annual General Meeting. In accordance with the provisions of sec 149 of the Companies Act, 2013, read with relevant rules made thereunder, Board recommends their re-appointment as Independent Director for another term of 5 years at the forthcoming Annual General Meeting.
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajnish Sarna, shall retire by rotation at the forthcoming Annual general Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the approval of the members at the forthcoming Annual General Meeting.
b) Evaluation of the Boardâs Performance
In compliance with the Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, Committees and performance of individual Directors during the year under review. The evaluation framework for assessing the performance of Directors comprised of criteria like quality of contribution to the Board deliberations, strategic perspective or inputs regarding future growth of Company and its performance, attendance of Board Meetings and Committee Meetings and commitment to shareholder and other stakeholder interests. The evaluation involves Self-Evaluation by the Board Members and subsequent assessment by the Board. A member of the Board does not participate in the discussion of his/her evaluation.
c) Number of Board Meetings conducted during the year under review
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, Board of Directors met five (5) times. The details of the Board meetings and attendance of the Directors are provided in the Corporate Governance Report.
d) Composition of Audit Committee
The Board has a duly constituted Audit Committee which comprises of Mr. Narayan K. Seshadri as the Chairman, Mr. Rajnish Sarna and Ms. Ramni Nirula as the members. Details on the Committee are given in the Corporate Governance Report.
e) Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility statement:-
(a) in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards had been followed;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2017 and of the profit of the Company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively ensuring the orderly and efficient conduct of its business including adherence to Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
15. CHANGES IN KEY MANAGERIAL PERSONNEL
During the year, Mr. Salil Singhal, Chairman & Managing Director stepped down from the Board of the Company after attaining the age of 70 years. There has been no change in any other Key Managerial Personnel of the Company during the year.
16. EXTRACT OF ANNUAL RETURN
Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT -9 is attached as Annexure âCâ.
17. EMPLOYEES
a) Remuneration policy of the Company
The Remuneration policy of your Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including the criteria for determining qualifications, positive attributes, independence of a Director and other related matters have been provided in the Corporate Governance Report, which forms a part of this report.
b) Human Resources and Trade Relations
Acquisition and retention of right talent is critical to maintain desired operational standards. The success of any organization is driven by its people and your Company believes that its employees are one of its biggest assets. Various Training & Development programmes are organized to harness the skills of company employees. Lot of efforts are put in Talent Management, Strong Performance Management, learning and training initiatives in order to ensure that your Company consistently develops strong inspiring and credible leadership at various levels of the organization.
During 2016-17, your Company continued to have cordial relationship with all its employees and maintained healthy, cordial and harmonious industrial relations at all levels.
Total workforce of your Company stood at 2013 as on March 31, 2017.
c) Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace
Your Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as required under the âThe Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013â. The Company has constituted Internal Complaints Committee (ICC) known as Prevention of Sexual Harassment (POSH) Committee to enquire in to complaints of Sexual Harassment and recommend appropriate action. The Company has not received any complaint of sexual harassment during the financial year 2016-17.
d) Particulars of Employees and related disclosures
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and annexed as Annexure âDâ. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2). However, they are available for inspection during business hours upto the date of the next annual general meeting at the registered office of the Company. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.
Your Directors place on record their appreciation of the valuable contribution made by the employees of your Company.
e) Employee Stock Option Plan / Scheme
During the year, your Company granted 4,57,864 performance options to eligible employees under PII-ESOP Scheme, 2010 as per the criteria laid down by Nomination & Remuneration Committee of the Board. The aforesaid options shall vest after a lock in period of one year from the date of grant. The vesting period of aforesaid options is four (4) years. The exercise price of options granted have been arrived by giving discount to the closing market price of the equity share on National Stock Exchange India Limited one day prior to the date of grant of option. Voting rights on the shares issued to employees under the ESOP Scheme are either exercised by them or through their appointed proxy. No employee has been issued share options, during the year, equal to or exceeding 1% of the issued capital of the Company at the time of grant. Details of options as required under SEBI regulations is given in Annexure âEâ.
18. VIGIL MECHANISM - WHISTLE BLOWER POLICY
Your Company has established a vigil mechanism for Directors and employees to report their genuine concerns, as approved by the Board on the recommendation of the Audit Committee. The Whistle Blower Policy of the Company is formulated and uploaded on the Companyâs website at the following weblink: http://www.piindustries.com/Media/ Documents/Whistle%20Blower%20Policy(r).pdf
The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure âFâ attached to this report.
20. CORPORATE SOCIAL RESPONSIBILITY (âCSRâ) AND RELATED MATTERS
In accordance with the requirements of Section 135 of the Companies Act, 2013, your Company has a CSR Committee comprising four members with Mr. Pravin K. Laheri, as Chairman and Mr. Mayank Singhal, Mr. Rajnish Sarna and Ms. Ramni Nirula as Members. Your Company also has formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at http://www.piindustries.com/sustainability/ CSR/CSR-Policy
Your Company carried out the CSR activities through PI Foundation, a Trust set up by PI Industries Ltd, During the year, PI Foundation undertook several CSR initiatives under the following few categories::
- Water
- Education and Talent Nurturing
- Healthcare
- Hygiene & Sanitation
- Livelihood Enhancement
- Sustainable Agriculture
- Skill Development
- Employee Engagement through CSR
During the financial year 2016-17, the Company has contributed an amount of Rs.6.95 cr. to PI Foundation, aggregating to 2% of its average net profits for preceding 3 financial years. However, PI Foundation has been able to spent an amount of Rs.5.33 cr. during the financial year 2016-17, since few projects considered are ongoing and spread over 2 to 3 years and would thus require a continuous outflow in respect of the same.
The details of CSR activities undertaken by the Company are highlighted in the report format provided under the Companies (Corporate Social Responsibility Policy) Rules, 2014 in Annexure âGâ which is attached to this report.
21. CORPORATE GOVERNANCE
Your Company takes pride in its Corporate Governance structure and strives to maintain the highest possible standards. A detailed report on the Corporate Governance code and practices of the Company along with a certificate from the auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Regulation 34 of SEBI (LODR) Regulations, 2015 are given in separate section of annual report.
22. MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on the Management Discussion and Analysis is provided separately in this Annual Report.
23. BUSINESS RESPONSIBILITY REPORT
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires top 500 listed companies by Market capitalisation to give Business Responsibility Report in their Annual Report effective from financial year starting April 01, 2016.
Your Company falls under the top 500 Listed Companies by market capitalisation. Accordingly, a Business Responsibility Report describing initiatives taken by the Company from an environmental, social and governance perspective, forms part of this Report.
24. CHANGES IN SHARE CAPITAL
During the year, your Company had issued 4,59,402 Equity Shares of Rs.1/- each which were allotted to PII ESOP Trust (Trust), set up to administer PII Employee Stock Option Plan-2010. The Trust allocates these shares to the employees of the Company and its subsidiaries on exercise of stock options from time to time under the aforesaid Scheme. As a result of this allotment, the paid-up equity share capital of your Company increased to Rs.13.76 cr. (comprising of 13,75,86,624 Equity Shares of Rs.1/- each as on March 31, 2017) from Rs.13.71 cr. (comprising of 13,71,27,222 Equity Shares of Rs.1 each as on March 31, 2016).
25. 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:-
a) Issue of equity shares with differential rights as to dividend, voting or otherwise.
b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme saved and except issued under ESOP Scheme as referred to in this Report.
c) Neither the Managing Directors nor the Whole-time Director of the Company received any remuneration or commission from any of its subsidiaries
d) 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.
Further, there have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements are related and the date of the report.
26. ACKNOWLEDGEMENTS
Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from bankers, business associates, lenders, financial institutions, shareholders, various departments of the Government of India, as well as the State Governments of Rajasthan & Gujarat, the farming community and all our other stakeholders.
The Board places on record its sincere appreciation towards the Companyâs valued customers in India and abroad for the support and confidence reposed by them in the organization and looks forward to the continuance of this supportive relationship in the future.
Your Directors proudly acknowledge the contribution and hard work of the employees of the Company and its subsidiaries at all levels, who, through their competence, hard work, solidarity and commitment have enabled the Company to achieve consistent growth.
On behalf of the Board of Director
For PI Industries Ltd.
Sd/-
Narayan K. Seshadri
Place: Gurugram Chairman
Date: May 16, 2017 DIN: 00053563
Mar 31, 2015
To The Members of PI Industries Limited
The Directors are pleased to present the Annual report of the company
together with the Audited Accounts for the year ended March 31, 2015:
1. Financial Highlights
(Rs. in Crores)
Particulars FY 2014-15 FY 2013-14
Gross Sales & Other Operating Income 2,188.78 1,846.64
Excise Duty 92.88 85.70
Discount 156.25 166.02
Net Sales 1,939.65 1,594.92
Other Income 41.52 15.61
Profit before Interest,
Depreciation and Tax 411.49 301.20
Interest 9.73 11.82
Depreciation 49.16 31.37
Profit before Tax & and Exceptional items 352.60 258.01
Current Tax inclusive of earlier year Tax 114.63 78.83
Deferred Tax Asset/Liability (5.28) (4.56)
Profit after Tax 243.25 183.74
Balance of profit brought forward from
previous year 413.44 280.06
Appropriations
Interim Dividend on Equity Shares 16.39 13.61
Dividend of Previous Years - 0.07
Income Tax on Interim Dividend 3.83* 2.39
Transfer to General Reserve 24.33 18.37
Depreciation of NIL assets 2.76 -
Proposed Final Dividend on Equity Shares 17.76 13.61
Income Tax on Final Dividend proposed
on Equity shares 3.63 2.31
Balance Profit / (-) Loss carried forward 587.99 413.44
*Includes dividend tax paid for earlier year
There have been no material changes and commitments, if any, affecting
the financial position of the Company which have occurred between the
end of the financial year of the Company to which the financial
statements are related and the date of the report.
2. KEY HIGHLIGHTS
The Net Sales for the year grew to Rs.1,939.65 crore from
Rs.1,594.92 crore last year i.e., a growth of 21.61% YoY.
The Operating Profit for the year grew to Rs369.97 crore from Rs285.59
crore last year i.e., an increase of 29.55% YoY. The Net Profit for the
year on stand-alone basis grew to Rs243.25 crore from Rs183.74 crore in
the previous year i.e. an increase 32.39% YoY.
EBIDTA margin improved 117 basis points to 19.07% in 2014- 15 over
2013-14 and PAT margin strengthened 102 basis points to 12.54% in
2014-15 over 2013-14.
The Company''s Net Profit on a consolidated basis increased to Rs.245.89
crore during the year as compared to Rs.188.00 crore in the previous
year, a growth of 30.79% YoY.
The Earnings per share (EPS) for the year stood at Rs.17.84 per share an
increase of 31.95% compared to Rs.13.52 per share for the previous year.
The Company introduced two new products during the year under review Â
KEEFUN, a novel insecticide with broad spectrum focus under exclusive
in-licensing agreement and BUNKER, a broad spectrum herbicide. The
Company commercialized two new molecules for custom synthesis exports,
which are expected to gain traction over the next few years.
The Company signed three new agreements with their patent holders in
the insecticide/ herbicide / fungicide segments to evaluate their
potential in the domestic market. The Company invested Rs.168.49 Cr. in
addition of fixed assets for expansion of manufacturing and R&D
capacities.
3. PERFORMANCE REVIEW
For India as a whole, the rainfall for the South West (SW) monsoon
season (June-September) was 88% of its long period average (LPA).
Delayed arrival of SW monsoon in June and July followed by excess rains
in August and September affected the key crops of kharif such as rice,
cotton, pulses and oilseeds. The unseasonal rains in rabi heavily
impacted fields crops mainly wheat and horticultural crops in the
northern and central parts of the Country.
As compared to last year''s production of 265.57 million tonnes,
production of food-grains in 2014 is lower by 8.5 million tonnes. This
decline is on account of lower production of rice, coarse cereals and
pulses due to erratic rainfall conditions during the monsoon season
2014. Despite deficiency of 12% in the monsoon rainfall during the
year, the loss in production was restricted to just around 3% over the
previous year and exceeded the average production during the last five
years by 8.15 million tonnes.
Increasing costs of production due to increased input costs
(fertilizers, manpower, fuel etc) and inability to realize MSPs in most
of the cases affected the crop economics for farmers. Factors such as
subsidy withdrawal on fertilizers, unfavorable rains for crops such as
cotton, pulses and soybean negatively impacted the farmers'' investment
in plant protection chemicals impacting the agchem industry.
Even in a challenging year, your company''s Agri-Input Business once
again outperformed the industry growth by growing at 19% YoY. This
growth was mainly on account of increased contribution from innovation
based products, expansion of the distribution channel network, volume
expansion of some of the key existing products and inclusion of some
new brands to give complete crop solutions in key focused crops.
In the tough year of agribusiness, new innovative products launched by
your Company again proved to be the growth drivers further
strengthening the Company''s position in industry''s leading crop ''rice''.
We could successfully expand the flagship brand ''Nominee Gold'' in some
of the virgin markets for rice herbicides. In these new markets,
Nominee Gold is expected to be a key enabler for rice productivity
enhancement for farmers and business driver for PI in the coming years.
Our new insecticide ''OSHEEN'' has now been accepted very well to manage
the Brown Plant Hopper (BPH) in rice crop.
INTRODUCTION OF NEW PRODUCTS
In the review year your company has launched ''KEEFUN'', a unique
insecticide innovated in Japan and developed and marketed by PI in
India under the in-licensing model of business. KEEFUN is a broad
spectrum insecticide initially launched on cabbage and okra. In the
coming years, your Company will expand the label of KEEFUN to other
crops for the management of various insects, pests and some fungal
diseases which are difficult to manage. The inclusion of KEEFUN in our
portfolio will help strengthen our position in horticultural crop and
cotton.
Your Company is committed to create and further strengthen its brands
through sustained campaigns. In this line, we launched the new pack and
new image of our specialty nutrition product ''BIOVITA''. The new avtaar
of Biovita has been very well received by all stakeholders and has
helped achieve growth.
As a part of its strategy to provide crop solutions, your Company also
introduced "Super Spreader" a Tri Siloxane Alcoxylate (TSA) adjuvant in
sourced under strategic partnership with US based company having
leadership position in the business. Super Spreader will complement the
application of various agrichem products of PI and also increase their
benefits to farmers.
Building strong pipeline has been a key pre-requisite to ensure
sustained growth. Your company has been working very closely with the
global innovator companies to evaluate the fitment of their products
for Indian markets. In the review year, your company has signed
agreements with innovator companies to evaluate ~10 new products; some
of them have been identified as potential candidate for further
evaluation and development.
In custom synthesis exports, your Company successfully commercialised
two new molecules. Based on the product mix planned for production
during H2 FY15, major product deliveries happened during this period.
The resultant performance was due to improved capacity planning leading
to better asset utilization, yield improvements through process
improvements, debottlenecking leading to time cycle reductions and high
plant uptime. The construction of two new multi-product plants at
Jambusar is on track and both the plants are expected to be operational
in the 2nd half of FY 2016 which will support further growth of custom
synthesis exports.
This was also the year wherein your Company has moved to the next level
in the Operations Excellence journey it started two years ago. Your
Company has also decided to have long-term strategic view on utilities
adequacy, critical spares management and engineering management based
predictive maintenance. Predictive maintenance is an evolved science
which goes beyond the purview of preventive maintenance concepts. Your
Company''s continuous efforts to improve the asset lifetime, right usage
of the assets has led to the idea to embrace the predictive and
autonomous maintenance concept.
RESEARCH & DEVELOPMENT
During the year under review, the Research & Development team
successfully carried out synthesis of several new molecules. In the
custom synthesis area, eight new molecules progressed to the next stage
and two molecules were commercialized during the year.
Apart from synthesis and scale up of new molecules, the Research &
Development team also worked on process improvements projects for ten
existing products to identify cost improvement opportunities and then
implement these improvements at the plant level. Environment, Health
and Safety (EHS) considerations were given the usual special emphasis
in the process development work.
During the year, your Company has also initiated expansion of R&D set
up and in the first phase of expansion, a two-story building is being
constructed within the existing campus at Udaisagar Road, Udaipur
(Rajasthan) to carry out increasing R&D projects under custom
synthesis, library synthesis and other joint research assignments from
its global innovator partners.
Finance
Your Company continued to focus on managing cash efficiently and
ensured that it had adequate liquidity and back up lines of credit.
Cash from operations for the year stood at H180.65 crores. Your company
follows a prudent financial policy and aims at maintaining an optimum
financial gearing. The Company''s Debt to Equity Ratio improved to 0.09
as on March 31, 2015 against 0.13 as on March 31, 2014 owing to
increase in net worth coupled with significant reduction in long term
borrowings.
Your Company has been credit rated by CRISIL Limited for bank
facilities. The Company''s credit rating was reaffirmed to ''CRISIL
AA-/Stable/CRISIL A1 ''. This reflects a very high degree of safety
regarding timely servicing of financial obligations and also a vote of
confidence reposed in your Company''s management.
4. DIVIDEND
The Board of Directors recommended a final dividend of Rs.1.30 per Equity
Share of the face value of Rs.1 each for the year ended March 31, 2015,
amounting to Rs.17.76 crore. This is in addition to the interim dividend
of Rs.1.20 per equity share for 2014-15, paid in November, 2014 amounting
to Rs.16.39 crore. The total dividend per equity share for year ended
March 31, 2015 is Rs.2.50 and total dividend payout is Rs.34.15 crore (net
of tax).
Subject to the approval of shareholders at the ensuing Annual General
Meeting, the final dividend will be paid to those shareholders whose
name appear on the register of members of the Company as on September
09, 2015.
5. SUBSIDIARY COMPANIES
The Company has three Wholly-owned Subsidiary Companies as on March 31,
2015. The members may refer to their Financial Statements forming part
of the Annual Report as required under the provisions of Sec 129(3) of
the Companies Act, 2013. The key highlights of these subsidiary
companies are as under:
(i) PI Life Science Research Ltd. (PILSR)
During the year, the Company posted a profit of Rs.235.72 lacs, earned on
account of various R&D activities for developing new products.
(ii) PI Japan Company Ltd.
The Company posted a net profit of JPY 18.35 lacs during the year. Due
to the size of operations and local laws, the annual accounts of this
Company are not required to be audited. The same have been certified by
the Management of the Company.
(iii) PILL Finance and Investments Ltd. (PILL-F)
The Company posted a profit of Rs.16.78 lacs during the year.
A statement containing salient features of the financial statements of
the subsidiary companies in form AOC-1 is also included in the
Consolidated Financial Statements forming part of the Annual Report.
The Board has also formulated Policy for determining the "Material
Subsidiaries" as per the recommendation of Audit Committee. The same
has been placed on the website of the company on the following weblink.
http://www.piindustries.com/sites/default/files/Policy%20%20
Material%20Subsidiaries.pdf
Further, in accordance with the third provision of Sec 136 (1) of the
Companies Act, 2013, the Annual Report of the Company, containing
therein its standalone and the consolidated financial statements has
been placed on the website of the Company www.piindustries.com.
Further, as per fourth provision to the said section, audited annual
accounts of each of the subsidiary companies have also been placed on
the website of the Company.
6. APPROVAL OF THE SCHEME OF AMALGAMATION
Your Directors are pleased to inform you that Hon''ble High Court of
Jodhpur vide its formal order dated March 27, 2015 approved the Scheme
of Amalgamation entailing merger of Parteek Finance & Investment
Company Ltd with PI Industries Ltd. The appointed date for aforesaid
merger is April 01, 2014 and effective date is March 30, 2015 i.e. date
of filing the certified copy of the orders with ROC, Jaipur and ROC,
Delhi. Pursuant to the Scheme of Amalgamation, 7,38,51,390 equity
shares of Re. 1/- were issued to the shareholders of erstwhile Parteek
Finance & Investment Company Limited and cross holding representing
7,38,51,390 equity shares of Re. 1/- each held by Parteek Finance &
Investment Company Ltd was cancelled. It may further be noted that
there has been no change in the paid up equity share capital of the
Company and the promoter holding also remains same pursuant to this
merger. The Company has also received necessary approvals from BSE Ltd.
and National Stock Exchange of India Ltd. with respect to listing of
7,38,51,390 equity shares issued to shareholders of Parteek Finance &
Investment Company Ltd. in terms of the approved Scheme.
7. RISK MANAGEMENT POLICY AND INTERNAL CONTROLS
The Company has in place a mechanism to identify, assess, monitor and
mitigate various assessed risks to key business objectives. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on continuing basis. These are discussed at
the meeting of the Audit Committee and the Board of Directors of the
Company.
The Company''s Internal Control Systems are commensurate with the nature
of its business and the size and complexity of its operations. It
comprises audit and compliance by in-house internal audit team
supplemented by internal audit checks by M/s Grant Thornton LLP.,
Internal Auditors of the Company.
The Internal Auditors independently evaluate the adequacy of internal
controls and concurrently audit the financial transactions and review
various business processes. Independence of the Internal Auditors and
therefore compliance is ensured through direct reporting of internal
audit division and Internal Auditors to the Audit Committee.
8. MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on the Management Discussion and Analysis is provided
separately in this Annual Report.
9. RELATED PARTY TRANSACTIONS
All the related party transactions are entered on an arm''s length basis
and are in compliance with the applicable provisions of the Act and the
Listing Agreement. There are no materially significant related party
transactions made by the company with Promoters, Directors or Key
Managerial Personnel etc. which may have potential conflict with the
interest of the company at large.
All Related Party Transactions are presented to the Audit committee.
Omnibus approval is obtained for the transactions which are foreseen
and repetitive in nature. A statement of all related party transactions
is presented before the Audit Committee on a quarterly basis,
specifying the nature, value and terms and conditions of the
transactions.
The Related Party Transactions Policy as approved by Board on
recommendation of the Audit Committee is uploaded on the company''s
website at the following weblink:
http://www.piindustries.com/sites/default/files/RPT%20Policy PI.pdf
The Company does not have any contracts or arrangements with its
related parties under Section 188(1) of the Companies Act, 2013, which
are not on arms'' length basis or material in nature. Hence the details
of such contracts or arrangements with its related parties are not
disclosed in Form AOC-2 as prescribed under the Companies Act, 2013 and
the rules framed thereunder. Your Directors draw attention of the
Shareholders to Note no. 38 of the financial statement which set out
related party disclosures.
10. AUDITORS
statutory Auditors and Auditors report The Statutory Auditors of the
Company, M/s S.S. Kothari Mehta & Co., Chartered Accountants, New
Delhi, hold office till the conclusion of the ensuing Annual General
Meeting of the Company and being eligible, offer themselves for re-
appointment. The Company has received their written consent and
certificate that they meet the criteria provided under Section 141 of
the Companies Act, 2013 and that the appointment, if made, shall be in
accordance with the applicable provisions of the Companies Act, 2013
and rules framed there under. The Audit Committee and the Board of
Directors recommends the reappointment of M/s S.S. Kothari Mehta & Co.,
Chartered Accountants, as the Auditors of the Company in relation to
the financial year 2015-16 till the conclusion of the next Annual
General Meeting. The reappointment proposed is within the time frame
for transition under the third provision to sub- section (2) of Sec 139
of the Companies Act, 2013.
Auditor''s Report does not contain any qualification(s), hence same does
not call for any explanation.
COST AUDITORS
Pursuant to the directives issued by the Central Government, an audit
of the cost records relating to Insecticides (Technical grade and
formulations) manufactured by the Company is required to be conducted
by an auditor with the requisite qualifications as prescribed under
Section 148 of the Companies Act, 2013.
Your Board has appointed M/s K.G. Goyal & Co., Cost Accountants,
Jaipur, as Cost Auditors based on the recommendation of the Audit
Committee for the conduct of the audit of cost records of Insecticides
(Technical grade and formulations) for the year ending March 31, 2016.
Pursuant to the provisions of Section 148 of the Companies Act, 2013
and the Rules made thereunder, Members are requested to consider the
ratification of the remuneration payable to M/s K.G. Goyal & Co., Cost
Accountants.
SECRETARIAL AUDITOR
The Board had appointed Mr R.S. Bhatia (PCS no.2514). Practicing
Company Secretary, to carry out Secretarial Audit in accordance with
the provisions of Sec 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, for
the financial year ended March 31, 2015. The Secretarial Audit Report
for the financial year ending March 31, 2015 has been obtained and does
not contain any qualification, which requires for any comments from the
Board. The Secretarial Audit Report for financial year ended March 31,
2015 is annexed to this report as Annexure ''A''.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not made any investment during the year under the
provisions of section 186 of the Companies Act, 2013. The details of
loans and guarantees covered under the aforesaid provisions are
mentioned in Note No.14 of the Notes to the financial statements.
12. Deposits
the company has neither accepted nor renewed any deposits during the
financial year 2014-15. Further, the Company has repaid all deposits
during the year that were due for repayment in the financial year
2014-15 or thereafter that were accepted under the erstwhile provisions
of Sec 58A of the Companies Act, 1956. As at March 31, 2015, there are
no deposits unclaimed or pending in the books of the Company. Since
the Company has repaid all deposits, no details are required to be
furnished under Chapter V of the Companies Act, 2013 and rules made
thereunder.
13. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
Dividend amount remaining unclaimed for more than seven years has been
transferred to the Investor Education and Protection Fund.
14. BOARD OF DIRECTORS
The Company is managed and controlled by a professional Board of
Directors comprising a blend of Executives and Non- executive
professional Directors. As on March 31, 2015, the Board of Directors
consists of 8 Directors including Chairman & Managing Director,
Managing Director & CEO, Whole time Director and 5 Non-executive
Directors, out of which 4 are Independent Directors including one Woman
Director. The composition of the board is in conformity with Clause 49
of the Listing Agreement and relevant provisions of the Companies Act,
2013.
Mr p. n. shah, due to health and age, resigned from the Board w.e.f
April 01, 2014 after serving on the Board of the Company for more than
two decades. The Board places on record its deep appreciation,
gratitude and thanks for his valuable contribution to the Company''s
growth.
Mr raj Kaul stepped down from the Board w.e.f October 6, 2014. The
Board records its appreciation for the valuable services rendered by Mr
Raj Kaul during his long association with the Company.
Mr bimal K. raizada, a Director on the Board of the Company, expired on
March 19, 2015. The Board, while condoling the death of Mr. Bimal K.
Raizada, records its appreciation for the valuable services rendered by
him.
In last AGM of the Company held on September 10, 2014, the shareholders
had approved the appointment of existing Independent Directors viz. Dr
Venkatrao S. Sohoni, Mrs Ramni Nirula, Mr Bimal K. Raizada, Mr Pravin
K. Laheri and Mr Narayan K. Seshadri as Independent Directors under the
provisions of Companies Act, 2013 each for a term of 3 years.
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Sec 149(6) of the Companies
Act, 2013 and Clause 49 of the Listing Agreement.
In accordance with the provisions of Companies Act, 2013 and Articles
of Association of the Company, Mr Rajnish Sarna, Whole- time Director
shall retire at the forthcoming Annual General Meeting and being
eligible offers himself for re-appointment.
The Board recommends his re-appointment for approval of the members at
the forthcoming Annual General Meeting.
evaluation of the board''s performance
In compliance with the Companies Act, 2013 and Clause 49 of the Listing
Agreement, the Board has carried out an evaluation of its own
performance, committees and performance of individual directors during
the year under review. The evaluation framework for assessing the
performance of Directors comprised of attributes like quality of
contribution to the Board deliberations, strategic perspective or
inputs regarding future growth of Company and its performance,
attendance of Board Meetings and Committee Meetings and commitment to
shareholder and other stakeholder interests. The evaluation involves
Self- Evaluation by the Board Members and subsequently assessment by
the Board of Directors. A member of the Board does not participate in
the discussion of his/her evaluation. Details of performance evaluation
are provided in Corporate Governance Report.
Familiarization program for independent Directors
An induction program is done for Independent Director to familiarize
them with the nature of business in which the company operates, and
business model of the Company. It also includes the familiarization
with important statutory & regulatory provisions governing the
Industry.
Periodic presentations are made at the Board and its committees, on
business and performance updates of the Company, business strategies
etc. Apart from that regular updates on relevant statutory changes and
presentations on same are done in meetings held to familiarize them
with the updates. The details of such familiarization programmes for
Independent Directors are posted on the website of the Company and can
be accessed on following weblink
http://piindustries.com/sites/default/files/
POLICY%20ON%20FAMILIARIZATION%20PROGRAMS%20
FOR%20INDEPENDENT%20DIRECTORS.pdf number of board meetings conducted
during the year under review
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year, Board of Directors met 4 (four) times. The
details of the board meetings and attendance of the Directors are
provided in the Corporate Governance Report.
Meeting of independent Directors
A meeting of Independent Directors was held during the year without the
attendance of Non-Independent Directors and members of the management
as required under Schedule IV to the Companies Act, 2013 and Clause 49
of the listing agreement.
The meeting was conducted in a flexible manner to enable the
Independent Directors to discuss matters pertaining to, inter alia,
review of performance of NonÂIndependent Directors and the Board as a
whole, review the performance of the Chairman of the Company (taking
into account the views of the Executive and NonÂExecutive Directors),
assess the quality, quantity and timeliness of flow of information
between the Company Management and the Board that is necessary for the
Board to effectively and reasonably perform their duties.
composition of Audit committee
The Board has a duly constituted Audit Committee which comprises of Mr
Narayan K. Seshadri as the Chairman, Mr Rajnish Sarna and Mrs Ramni
Nirula as the members. Details on the committee are given in the
Corporate Governance Report.
Directors responsibility statement
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submits its responsibility statement:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit of
the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis;
(e) the directors, had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively- 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 frauds and errors, the accuracy and completeness of the accounting
records and the timely preparation of reliable financial information;
and
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
15. EMPLOYEES
remuneration policy of the company
The Remuneration policy of the Company comprising the appointment and
remuneration of the Directors, Key Managerial Personnel and Senior
Executives of the Company including the criteria for determining
qualifications, positive attributes, independence of a Director and
other related matters have been provided in the Corporate Governance
Report which forms a part of this report.
Human resources and trade relations
Your Company considers people as its biggest assets and "Believing in
People" is at the heart of its human resource strategy. Lot of efforts
are put in talent management, strong performance management, learning
and training initiatives in order to ensure that your Company
consistently develops inspiring strong and credible leadership.
During 2014-15, your Company continued to have cordial relationship
with all its employees and maintained healthy, cordial and harmonious
industrial relations at all levels.
Total workforce of the Company stood at 1576 as on March 31, 2015.
prevention of sexual harrasment at workplace
The Company has a Policy on Prohibition, Prevention and Redressal of
Sexual Harassment of women at workplace and matters connected therewith
or incidental thereto covering all the aspects as required under the
"The Sexual Harassment of Women at Workplace (Prohibition, Prevention
and Redressal) Act, 2013. There were no such complaints received under
the aforesaid policy during the year.
particulars of employees and related disclosure
The information required under Sec 197 of the Companies Act, 2013 read
with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed as Annexure ''E'' to the
Directors'' Report.
Your Directors place on record their appreciation of the valuable
contribution made by the employees of your Company.
EMPLOYEE STOCK OPTION PLAN/ SCHEME
During the year, the Company granted 4,67,102 performance options to
eligible employees under PII-ESOP Scheme 2010 as per the criteria laid
down by Compensation Committee of the Board. The aforesaid options
shall vest after a lock in period of one year from the date of grant.
The vesting period of aforesaid options is four years. The exercise
price of options granted have been arrived at, by giving discount to
the closing market price of the equity share on National Stock Exchange
one day prior to the date of grant of option. Voting rights on the
shares issued to employees under the ESOP Scheme are either exercised
by them or through their appointed proxy.
No employee has been issued share options, during the year, equal to or
exceeding 1% of the issued capital of the Company at the time of grant.
The details as required under Regulation 12 of Securities and Exchange
Board of India (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999 are given in Annexure ''F'' and forms
part of this Report.
16. CORPORATE GOVERNANCE
The Company is proud of its Corporate Governance structure and strives
to maintain the highest possible standards. A detailed report on the
Corporate Governance code and practices of the Company along with a
certificate from the auditors of the Company regarding compliance of
the conditions of Corporate Governance as stipulated under Clause 49 of
the Listing Agreement are given in a separate section in this Annual
Report.
17. VIGIL MECHANISM Â WHISTLE BLOWER POLICY
The Company has established a vigil mechanism for Directors and
employees to report their genuine concerns, as approved by Board on
recommendation of the Audit Committee. The Wistle Blower Policy of the
Company is uploaded on the Company''s website at the following weblink:
http://www.piindustries.com/sites/default/files/PIWhistle%20
Blower%20Policy%20or%20Vigil%20Mechanism.pdf
The policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for direct
access to the Chairman of the Audit Committee. It is affirmed that no
personnel of the Company has been denied access to the Audit Committee.
18. CORPORATE SOCIAL RESPONSIBILITY AND RELATED MATTERS
Corporate social responsibility policy
Your Company has framed the Corporate Social Responsibility Policy in
accordance with the provisions of Sec 135 of the Companies Act, 2013
read with rules made thereunder.
csr committee
Your Company has constituted a CSR Committee comprising five members
with Mr. Salil Singhal, as Chairman and Mr. Mayank Singhal, Mr.
Rajnish Sarna, Mr. Pravin K. Laheri and Mrs Ramni Nirula as Members.
csr initiatives
CSR activities are carried out through PI Foundation, a Trust set up by
PI Industries Ltd to carry out CSR activities. Some of the major
activities carried out during the year relates to:
a) Swachh Bharat Abhiyan Programme - provision of household toilets and
school toilets, particularly for girls.
b) Certified Vocational Training Course on Chemical Plant Operators -
for skill generation in chemical sector.
c) Promotion of Direct Seeded Rice (DSR) Technology  awareness program
for farmers to reduce cost and increase productivity.
d) Farm Engagement Programmes  agro advisory programs to improve yield
and conserve environment.
e) Community Development Programmes at Plant locations.
f) Academic Recognition.
g) Affirmative Action  Scholarships for SC/ST Students.
The average net profit of the Company, computed as per Section 198 of
the Companies Act, 2013 during the three immediate preceding financial
years was H173.82 crore. The Company was required to spend H3.48 crore
on CSR activities during the financial year 2014-15, being 2% of the
aforesaid average net profits. The Company had contributed an amount of
H3.48 crore to PI Foundation, out of which the foundation has spent
H1.02 crore. The Foundation was not able to spend the entire amount
since this was an initial year for CSR spending as per the mandate of
new law. Your Company had to earmark the projects and shortlist the
implementing agencies through whom various projects would be routed.
Moreover, few projects considered are ongoing and spread over 2 to 3
years. The details of CSR activities undertaken by the Company are
highlighted in report format provided under the Companies (Corporate
Social Responsibility Policy) Rules, 2014 in Annexure ''C'' attached to
this report.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is furnished in Annexure '' B''
attached to this report.
20. CHANGES IN SHARE CAPITAL
In terms of the Scheme of Amalgamation of Parteek Finance & Investment
Company Ltd. with PI Industries Ltd. as approved by Hon''ble High Court
of Jodhpur, the Authorised Share Capital of the Company stands
increased from H70,00,00,000/- (H Seventy crores only) to
H72,30,00,000/- (Seventy Two Crores and Thirty lacs only) divided in to
22,30,00,000 (Twenty two crores thirty lacs) Equity Shares of Re.1/-
(Rupee one only) each and 50,00,000 (Fifty lac) Preference Shares of
H100/- (Rupees Hundred only) each.
Further, during the year, the Company had issued 4,67,102 Equity Shares
of Re.1/- each which were allotted to PII ESOP Trust (Trust), set up to
administer PII Employee Stock Option Plan-2010. The Trust allocates
these shares to the employees of the Company and of its subsidiaries on
exercise of stock options from time to time under the aforesaid Scheme.
As a result of this allotment, the paid-up equity share capital of your
Company stands increased to H13,65,76,182 (13,65,76,182 Equity Shares
of Re. 1/- each as on March 31, 2015 from H13,61,09,080 divided into
13,61,09,080 Equity Shares of Re. 1/-each as on March 31, 2014).
21. EXTRACTS OF ANNUAL RETURN
The extracts of Annual Return in Form MGT-9 pursuant to the provisions
of Section 92 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 is furnished in Annexure ''D'' attached to
this Report.
22. GENERAL
The 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:-
a) Issue of equity shares with differential rights as to dividend,
voting or otherwise.
b) Issue of shares (including sweat equity shares) to employees of the
Company under any scheme saved and except issued under ESOP Scheme as
referred to in this Report.
c) Neither the Managing Directors nor the Whole-time Director of the
Company received any remuneration or commission from any of its
subsidiaries.
d) No significant or material orders were passed by the Regulators or
Courts or Tribunals, which impact the going concern status and
Company''s operation in future.
23. ACKNOWLEDGMENTS
Our Directors wish to express their grateful appreciation for the
valuable support and co-operation received from bankers, business
associates, lenders, financial institutions, shareholders, various
departments of the Government of India, as well as the State
Governments of Rajasthan, Gujarat and Jammu & Kashmir, the farming
community and all our other stakeholders.
The Board places on record its sincere appreciation towards the
Company''s valued customers in India and abroad for the support and
confidence reposed by them in the organisation and looks forward to the
continuance of this supportive relationship in the future.
Your Directors also place on record, their appreciation for the
contribution and hard work of the employees of the Company and its
subsidiaries at all levels, who, through their competence, hard work,
solidarity and commitment have enabled the Company to achieve
consistent growth.
On behalf of the Board of Directors
For PI Industries Ltd.
Sd/-
(Salil Singhal)
Place: Gurgaon Chairman & Managing Director
Date: May 23, 2015 DIN : 00006629
Mar 31, 2014
To the members of PI Industries Limited
The Directors are pleased to present the Annual Report of the Company
together with the Audited Accounts for the year ended March 31, 2014:
1. FINANCIAL HIGHLIGHTS
(Rs in Crore)
Particulars FY 2013-14 FY 2012-13
Gross Sales & Other Operating Income 1,846.64 1,313.03
Excise Duty 85.70 67.61
Discount 166.02 94.89
Net Sales 1,594.92 1,150.53
Other Income 15.61 8.36
Profit before Interest,
Depreciation and Tax 301.20 187.70
Interest 11.82 22.15
Depreciation 31.37 21.81
Profit before Tax & and
Exceptional items 258.01 143.74
Current Tax inclusive tax
on capital gain and earlier years 78.83 32.02
Deferred Tax Asset/Liability (4.56) 15.38
Profit after Tax 183.74 96.34
Balance of profit brought
forward from previous year 280.06 209.18
Appropriations
Interim Dividend on Equity Shares 13.61 -
Dividend of Previous Years 0.07 0.04
Income Tax on Interim Dividend 2.39 -
Transfer to general Reserve 18.37 9.63
Proposed Final Dividend on
Equity Shares 13.61 13.55
Income Tax on Final Dividend
proposed on Equity shares 2.31 2.24
Balance Profit / (-) Loss
carried forward 413.44 280.06
2. KEY HIGHLIGHTS
The Net Sales for the year grew to H1,594.92 Cr. from H1,150.53 Cr.
last year i.e., a growth of 38.62% YoY.
The Operating Profit for the year grew to H301.20 Cr. from H187.70 Cr.
last year i.e., an increase of 60.47% YoY.
The Net Profit for the year on stand-alone basis grew to H183.74 Cr.
from H96.34 Cr. in the previous year i.e., an increase of 90.72% YoY.
The Company''s Net Profit on a consolidated basis increased to H188.00
Cr. during the year as compared to H97.34 Cr. in the previous year, a
growth of 93.14% YoY.
The Earnings per share (EPS) for the year stood at H13.52 per share an
increase of 78.60% compared to H7.57 per share for the previous year.
3. OPERATIONS
FY 2013-14 was a notable year for the Indian agriculture sector, which
witnessed a sharp improvement in performance as a result of: a)
supportive South West monsoons; b) farmers'' response to better output
prices; c) continued response to the investments made by private sector
in terms of new technologies and their promotion and d) policy
initiatives taken by the government to drive agricultural growth in the
less developed geographies mainly in the East and the North-East.
Favourable agro-climatic conditions combined with better acreages
helped improve the overall sectoral prospects. In the main monsoon
season i.e. during the period of June to September, 2013, cumulative
rainfall for the country was 6% more than the LPA. Out of the total 36
meteorological sub- divisions present, 30 meteorological sub-divisions,
which constitute 86% of the total area of the country received excess/
normal rainfall and the remaining 6 meteorological sub- divisions
constituting 14% of the total area of the country received deficient
rainfall. Although excess rainfall towards the end of the monsoon
period in Eastern and Central India led to crop damage, the late rains
helped the rabi crops with reported increase in the sown area. There
was an overall increase in area and production estimates of all the
major food grains, pulses and oilseeds. Despite soya bean taking a
marginal hit in the country, it is expected to record highest ever
production rates. Your Company made the best use of this opportunity
and registered a healthy performance during the year under review,
posting a growth of 19% YoY in the domestic agri-input segment. This
growth was mainly on account of an increased market share in terms of
our core in-licensed products backed by a focused branding approach, a
wider distributional reach and an optimal product mix.
While on one hand our domestic agri-inputs continued to record sharp
enhancement in the portfolio of leading brands mainly Nominee Gold,
Biovita, Foratox and Rocket, we also consolidated and launched a new
brand, Osheen in the Indian market. PI successfully established Osheen
as the brand of first preference by paddy farmers to manage the
destructive Brown Plant Hopper. Moreover, your Company was also
successful in introducing Osheen for the cotton crop in new
geographies, which will be the area of growth for PI in the forthcoming
years. FY 2013-14 also saw the introduction of two new products,
MELSA®, a wheat herbicide and PIMIX, a rice herbicide under
co-marketing agreements with the innovator MNCs to provide integrated
weed management solutions to wheat and rice growers respectively. Both
the products got substantial interest from our customers and helped PI
to strengthen its market share.
Our efforts alone and jointly with leading state agricultural
universities to promote the cultivation of Direct Seeded Rice (DSR) and
thus water conservation through reduced irrigational water usage as
opposed to transplanted rice has gathered momentum and wide acceptance
in the farming community in the states of Karnataka, Tamil Nadu and
Uttar Pradesh. Our prominent product Nominee Gold has been identified
as a key enabler of DSR and has been recommended by leading state
agriculture universities as a part of sustainable agricultural
practices.
Your Company is dedicated to encourage the promotion and help the
adoption of innovative, advanced and sustainable farming practices
keeping in mind the burgeoning food demand and environmental concerns.
In order to further build up a pipeline of products for introduction in
the Indian market, your Company signed three new agreements with their
patent holders in insecticide/ herbicide/fungicide segments to evaluate
their potential in the domestic market. These products once finalized
for marketing in India would further strengthen your Company''s existing
pipeline of ~15 such products currently at different stages of
evaluation, development and registration.
During the year, your Company also reached the advanced stage of
obtaining the registration approval for two new insecticides, which are
expected to be launched in domestic market in the year 2014-15.
Your Company witnessed significant enhancement in custom synthesis
exports growing robustly by 56% during the year under review. This was
on the back of a strong scale-up in the existing molecules combined
with new additions in the CSM portfolio. The growth was in-line with
the global demand for these molecules. For FY14, PI commercialised
three new molecules, which are expected to gain traction over the next
few years. Our new site at Jambusar performed well during the year and
we have now initiated construction of new multi- product plants in the
SEZ, which will support growth, going forward.
Research & Development
During the year under review, the Research & Development team
successfully carried out synthesis of 25 new molecules. Out of these,
seven molecules were scaled up successfully for their next stage of
development and four molecules were transferred to the next stage.
Apart from synthesis and scale up of new products, the Research &
Development team also undertook process improvements for 17 projects in
order to identify cost improvement opportunities and then implement 10
such project improvements at the plant- level. Environment, Health and
Safety (EHS) considerations were given the usual special emphasis in
the process development work.
Your Company''s research collaboration with M/s Sony Corporation of
Japan continues to support the development of commercial processes in
the areas of electronic chemicals.
Your Company benefitted immensely from its R&D investments/
initiatives. Hence, your Company will be substantially augmenting its
resources and capabilities in this area.
4. DIVIDEND
The Board of Directors recommended a final dividend of H1 per Equity
Share of the face value of H1 each for the year ending March 31, 2014,
amounting to H136,109,080. This is in addition to the two interim
dividends for 2013-14, aggregating to H1 per Equity Share, paid in
August 2013 and February, 2014 amounting to H136,109,080. The total
dividend per share for year ended March 31, 2014 is H2 and total
dividend payout is H272,218,160 (net of tax).
Subject to the approval of shareholders at the ensuing Annual General
Meeting, the final dividend will be paid to those shareholders whose
name appear on the register of members of the Company as on September
05, 2014.
5. STOCK SPLIT
During the year, your Company completed the stock split process of its
Equity Shares. The face value of Equity Shares was split from H5 to H1
each. The proposal was approved by the shareholders of the Company by
way of postal ballot resolution, results of which were announced on
April 3, 2013. The new share certificates were issued to the
shareholders holding Equity Shares in physical form and were directly
credited to the beneficiary accounts of those members who were holding
the shares in electronic form on April 15, 2013, i.e., date which was
fixed as record date for aforesaid corporate action.
6. CHANGES IN SHARE CAPITAL
During the year under report, the Company had further issued 649,930
Equity Shares of H1 each which were allotted
to PII ESOP Trust (Trust), set up to administer PII Employee Stock
Option Plan-2010. The Trust allocates the shares to the employees of
the Company and of its subsidiaries on exercise of stock options from
time to time under the aforesaid Scheme. As a result of this
allotment, the paid-up equity share capital of your Company increased
to H136,109,080 (136,109,080 Equity Shares of H1 each as on March 31,
2014 from H135,459,150 divided into 27,091,830 Equity Shares of H5 each
as on March 31, 2013).
7. DEPOSITS
The Company has accepted deposits as per the Rules and none of the
deposits which were due for payment remain unclaimed/ unpaid to
depositors on March 31, 2014.
8. MERGER
Your Company became subsidiary of Parteek Finance & Investment Company
Ltd on January 01, 2013 as a result of merger of various promoter
companies which were holding shares in the Company. In order to reduce
this shareholding tier, the Board of Directors in its meeting held on
February 12, 2014 based on the recommendation of the Audit Committee
approved the draft Scheme of Amalgamation of Parteek Finance &
Investment Company Limited with PI Industries Ltd, subject to requisite
approvals from the regulatory authorities. The appointed date for the
aforesaid amalgamation is April 01, 2014. As a result of this
amalgamation, the individual promoters shall hold the equity shares
directly and there would be no holding company. The aforesaid
amalgamation would not only lead to simplification of the shareholding
structure and reduction of shareholding tiers but also demonstrate the
promoter group''s direct commitment and engagement to the Company. There
would be no change in the promoter holding as a result of this
amalgamation. The promoters would continue to hold the same percentage
of shares in the Company, pre and post-amalgamation. Your Company made
an application to Bombay Stock Exchange and National Stock Exchange of
India Ltd seeking their approval for the proposed amalgamation and
accordingly NOC has been issued by both stock exchanges, copies of
which are available alongwith other relevant documents pertaining to
proposed amalgamation on Company''s website. The Company has also sought
approval of the members through postal ballot/e-Voting for the proposed
amalgamation, results of which shall be placed before the members in
the forthcoming Annual General Meeting.
9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
Pursuant to the provisions of Section 205A and 205C of the Companies
Act, 1956, the dividend remaining unclaimed and unpaid for more than
seven years, have been transferred to the Investor Education and
Protection Fund.
10. DIRECTORS
In accordance with Articles of Association of the Company, Mr. Raj Kaul
and Mr. Anurag Surana, the Non-Executive Non- Independent Directors
retire by rotation, and being eligible, have offered themselves for
reappointment. Mr. P. N shah due to health and age, resigned from the
Board w.e.f. April 01, 2014 after serving on the Board of the Company
for more than two decades. The Board places on record its appreciation
and gratitude for his invaluable contribution to the Company''s growth.
In compliance with the provisions of Sections 149, 152 read with
Schedule IV of the Companies Act, 2013 ("the Act"), the appointment of
Mr. Bimal K. Raizada, Mr. Narayan K. Seshadri, Mr. Pravin K. Laheri,
Dr. Venkatrao S. Sohoni and Mrs. Ramni Nirula is being placed before
the members in the General Meeting for their approval. Declaration to
the effect that they meet the criteria of Independence as defined under
the Act has been received from all of them and in the opinion of the
Board, they fulfill the conditions specified in the Act and Rules made
thereunder for appointment as Independent Director. Members are
requested to refer to the Notice of Annual General Meeting and
Explanatory Statement for details of the qualifications and expertise
of the Director including the period of their appointment.
The Board commends their appointment/re-appointment for approval of the
members in forthcoming Annual General Meeting.
11. DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF
THE COMPANIES ACT, 1956
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956, in relation to Directors'' Responsibility Statement, your
Directors confirm as under:
(i) In the preparation of the Annual Accounts for the year ended on
March 31, 2014, the applicable Accounting Standards have been followed
by the Company.
(ii) Appropriate accounting policies have been selected and applied
consistently, and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2014 and of the profit for the year
ended March 31, 2014.
(iii) Proper and sufficient care was taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(iv) The Annual Accounts are prepared on a going concern basis.
12. SUBSIDIARY COMPANIES
The Company has three Wholly-owned Subsidiary Companies as on March 31,
2014. The member may refer to their financial statements forming part
of the Annual Report as required under the provisions of Sec 212 of the
Companies Act, 1956. The key highlights of these subsidiary companies
are as under:
(i) PI Life Science research Ltd. (PILSr)
During the year, the Company posted a profit of H400.05 lacs, earned on
account of various R&D activities for developing new products.
(ii) PI Japan Company Ltd.
The Company posted a net profit of JPY 19,01,615 during the year.
Due to the size of operations and local laws, the annual accounts of
this Company are not required to be audited. The same have been
certified by the Management of the Company.
(iii) PILL finance and Investments Ltd. (PILL-f)
The Company posted a profit of H13.28 lacs during the year.
13. AUDITORS AND AUDITORS REPORT
The Statutory Auditors of the Company, M/s S.S. Kothari Mehta & Co.,
Chartered Accountants retire at the ensuing Annual General Meeting and
have given declaration regarding their Independent criteria as per
Companies Act, 2013 and have also confirmed their eligibility and
willingness to accept office of Auditors, if reappointed.
The Auditors have given a certificate that their reappointment, if
made, would be within the limits prescribed under the Companies Act,
2013.
The Audit Committee and the Board of Directors recommend the
appointment of M/s S.S. Kothari Mehta & Co., Chartered Accountants as
Statutory Auditors of the Company to hold office till the conclusion of
next Annual General Meeting.
Auditors Report do not contain any qualification, hence same does not
call for any explanation under the provisions of Section 217(3) of the
Companies Act, 1956.
14. COST AUDITORS
Pursuant to the directives issued by the Central Government, an audit
of the cost records relating to Insecticides (Technical grade and
formulations) manufactured by the Company is required to be conducted
by an auditor with the requisite qualifications as prescribed under
Section 148 of the Companies Act, 1956.
Your Board has appointed M/s K.G. Goyal & Co., Cost Accountants,
Jaipur, as Cost Auditors based on the recommendation of the Audit
Committee for the conduct of the audit of cost records of Insecticides
(Technical grade and formulations) for the year ending March 31, 2015.
Pursuant to the provisions of Section 148 of the Companies Act, 2013
and the Rules made thereunder, Members are requested to consider the
ratification of the remuneration payable to M/s K.G. Goyal & Co., Cost
Accountants.
15. SECRETARIAL AUDIT
As desired by the Securities and Exchange Board of India (SEBI),
secretarial audit is being carried out at specified period by
practicing Company Secretary. The findings of the secretarial audit
were entirely satisfactory.
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as prescribed under Section 217(1)(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 are set out in the Annexure - A.
17. EMPLOYEES
During 2013-14, your Company continued to have cordial relationship
with all its employees.
The Company recognises the importance of human capital and consequently
enrichment of professional and technical skills is an ongoing process
within the organisation.
Total workforce of the Company stood at 1,432 as on March 31, 2014.
As required by the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
the names and other particulars of employees are set out in the
annexure to the Directors'' Report.
Your Directors place on record their appreciation of the valuable
contribution made by the employees of your Company.
18. EMPLOYEE STOCK OPTION PLAN/ SCHEME
During the year, the Company granted 1,415,211 peformance options to
eligible employees under PII-ESOP Scheme 2010 as per the criteria laid
down by Compensation Committee of the Board. The aforesaid options
shall vest after a lock in period of one year from the date of grant.
The vesting period of aforesaid options is four years. The exercise
price of options granted have been arrived at by giving discount to the
closing market price of the equity share on National Stock Exchange one
day prior to the date of grant of option.
No employee has been issued share options, during the year, equal to or
exceeding 1% of the issued capital of the Company at the time of grant.
The details as required under Regulation 12 of Securities and Exchange
Board of India (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999 are given in Annexure B and forms
part of this Report.
19. MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on the Management Discussion and Analysis is provided
separately in this Annual Report.
20. CORPORATE GOVERNANCE
The Company is proud of its Corporate Governance structure and strives
to maintain the highest possible standards. A detailed report on the
Corporate Governance code and practices of the Company along with a
certificate from the auditors of the Company regarding compliance of
the conditions of Corporate Governance as stipulated under Clause 49 of
the Listing Agreement are given in a separate section in this Annual
Report.
21. INTERNAL CONTROL SYSTEM
The Company''s Internal Control System comprises audit and compliance by
in-house internal audit team supplemented by internal audit checks by
M/s Protiviti Consulting Pvt. Ltd., Internal Auditors of the Company.
The Internal Auditors independently evaluate the adequacy of internal
controls and concurrently audit the financial transactions and review
various business processes. Independence of the Internal Auditors and
therefore compliance is ensured by the direct report of internal audit
division and Internal Auditors to the Audit Committee of the Board.
22. ACKNOWLEDGMENTS
Our Directors wish to express their grateful appreciation for the
valuable support and co-operation received from bankers,
business associates, lenders, financial institutions, shareholders,
various departments of the Government of India, as well as the State
Governments of Rajasthan, Gujarat and Jammu & Kashmir, the farming
community and all our other stakeholders.
The Board places on record its sincere appreciation towards the
Company''s valued customers in India and abroad for the support and
confidence reposed by them in the organisation and looks forward to the
continuance of this supportive relationship in the future.
Your Directors also place on record, their appreciation for the
contribution and hard work of employees of the Company and its
subsidiaries at all levels, who, through their competence, hard work,
solidarity and commitment have enabled the Company to achieve
consistent growth.
On behalf of the Board of Directors
Place: Gurgaon (Salil Singhal)
Date: May 21, 2014 Chairman & Managing Director
Mar 31, 2013
Dear Member''s
The Directors are pleased to present the Annual Report of the Company
together with the Audited Accounts for the year ended March 31, 2013:
1. FINANCIAL HIGHLIGHTS (Rs. in Crores)
Particulars FY 2012-13 FY 2011-12
Gross Sales & Other Operating Income 1313.03 1000.84
Excise Duty 67.61 45.94
Discount 94.89 77.81
Net Sales 1150.53 877.09
Other Income 8.36 5.19
Profit before Interest, Depreciation, Tax
& Exception items 187.70 146.26
Interest 22.15 20.11
Depreciation 21.81 17.11
Profit Before Tax & Exceptional items 143.74 109.04
Exceptional Items - 30.34
Current Tax incl tax on capital gain
& earlier years 32.02 38.70
Deferred Tax 15.38 0.14
Profit After Tax 96.34 100.54
Balance of profit B/F from PY 209.18 133.25
Appropriations
Interim Dividend on Equity Shares - 5.01
Income Tax on Interim Dividend - 0.81
Transfer to general Reserve 9.63 10.05
Proposed Final Dividend on Equity Shares 13.55 7.51
Income Tax on Final Dividend proposed
on Equity Shares 2.24 1.22
Balance Profit / (-) Loss carried forward 280.06 209.18
KEY HIGHLIGHTS:
The net sales for the year grew to Rs. 1150.53 Cr from Rs. 877.09 Cr
last year i.e. a growth of 31% YoY
The operating profit for the year grew to Rs. 187.70 Cr. from Rs.
146.26 Cr. last year i.e., an increase 28% YoY.
The Net Profit for the year on stand-alone basis grew to Rs. 96.34 Cr.
from Rs. 77.78 Cr. (excluding exceptional items) in the previous year
i.e., an increase of 24% YoY.
The Company''s net profit on a consolidated basis increased to Rs. 97.34
Cr. during the year as compared to Rs. 79.07 Cr. in the previous year
(excluding exceptional items), a growth of 23% YoY.
The earnings per share (EPS) for the year stood at Rs. 7.57 per share
an increase of 21% compared to Rs. 6.23 per share (excluding
exceptional items) for the previous year.
2. OPERATIONS
FY 2012-13 was a tough year for Indian agriculture and agro chemical
industry. Serious challenges were posed by the delayed and not-so-well
distributed monsoon in the key agriculturally important geographies of
the country. Till mid-July, out of 36 meteorological subdivisions,
rainfall was excess/normal over 11, deficient in 22 and scanty in 3
sub-divisions. In area-wise distribution, only 24% area of the country
received excess/ normal rainfall and remaining 76% area received
deficient/ scanty rainfall. Acreages under key crops such as rice,
wheat, chillies, pulses and cotton were adversely impacted reducing the
overall food grain production. Rabi season recoveries were not
sufficient enough to cover the losses of kharif. Poor kharif season
also caused rising market inventories finally resulting in the erosion
of prices and margins of agro chemicals
However despite these challenges, your company could pose a reasonable
growth of ~11% YoY through introduction of new products, increasing
business from the core in-licensed products and increasing distribution
base towards the underdeveloped markets.
Over the years, we have been able to build strong capabilities in
process research, process engineering and large-scale manufacturing.
These capabilities have helped us to develop a strong portfolio of
products and the ability to offer increasing suite of services, which
has led to a consistent growth in our Custom Synthesis exports with
another year of healthy growth of ~58% YoY. Faster scale-up cycles of
existing products, commercialization of 4 new products and enhanced
operational productivity are some of the key factors, which contributed
to this growth.
Introduction of New Products
During the year under review, your Company successfully launched
OSHEEN, a broad spectrum Insecticide. The initial response from the
farmers has been quite encouraging and your Company expects OSHEEN to
be another key growth driver for your Company in future.
To strategically strengthen our portfolio for providing complete crop
solutions in key crops, two more products were launched in the year
under review; FLUTON, a broad spectrum novel insecticide and CUPRINA, a
popular fungicide for which your company has exclusive marketing rights
for its improved WDG formulation.
In order to further build up pipeline of products for introduction in
Indian market, your Company signed 4 new agreements with their patent
holders in insecticide / herbicide / fungicide segments to evaluate
their potential in the domestic market. These products once finalized
for marketing in India would further strengthen your Company''s existing
pipeline of 8-9 such products currently at different stages of
development & registration.
During the year, your company also reached into advance stages of
obtaining the registration approval for two new insecticides, which are
expected to be launched in domestic market in the year 2013-14. In
addition to this, several label expansion applications for existing
products have been made to the registration authority, which once
approved, will pave way for business opportunities of your key products
on additional crop / pest segments.
Commissioning of New Manufacturing Site
Starting from January 2013, your Company has successfully commissioned
new manufacturing site in Jambusar, Gujarat for manufacturing of
agrochemicals, fine chemicals, pharma intermediates and other specialty
chemicals. Commissioning of the new site will help maintain growth
momentum of your Custom Synthesis business.
Research & Development
During the year under review, the Research and Development team
successfully carried out synthesis of several new molecules. Out of
these, nine molecules were scaled up successfully with R&D comparable
yield & quality and four molecules were successfully transferred to
commercial scale.
Apart from synthesis and scale up of new products, the R&D team also
took process improvement projects for identifying product cost
improvement opportunities and then implementing such improvement at the
plant scale. Environment, Health and Safety (EHS) considerations were
given the usual special emphasis in the process development work.
Your Company''s research collaboration with M/s Sony Corporation of
Japan continues to perform ably and supports the development of
commercial processes in the areas of electronic chemicals.
3. DIVIDEND
The Directors are pleased to recommend a dividend of Rs. 1/- per share
(100%) on the Equity share carrying face value of Rs. 1/- each.
Subject to the approval at the ensuing Annual General Meeting, the
dividend will be paid to those shareholders whose names appear on the
register of members of the Company as on August 29, 2013 and the total
outflow towards dividend for the year would be Rs. 15.79 cr (including
dividend tax) against previous year Rs. 14.59 cr.
4. QIP ISSUE
In accordance with the approval accorded by the members by way of
postal ballot process, results of which were announced on 18th January,
2013, your Company has successfully raised funds to the tune of Rs.
117.32 Crores through allotment of 19,24,656 Equity Shares of Rs. 5/-
each issued at a price of Rs. 609.60 per share (including premium of
Rs. 604.60 per share) on Qualified Institutions Placement (QIP) basis.
The floor price of Rs. 609.60 was arrived at a 5% discount to the
average price of the Equity Shares for the last two weeks at National
Stock Exchange pursuant to the approval of the shareholders in
accordance with the applicable Chapter VIII of SEBI (ICDR) Regulations,
2009 as amended from time to time. These shares have been listed on
Bombay Stock Exchange Limited (BSE) and National Stock Exchange of
India Limited (NSE).
5. CHANGES IN SHARE CAPITAL
During the year under report, further shares were issued and allotted
as per following details:
- 1,18,796 Equity Shares of Rs. 5 each to PII ESOP Trust as per PII
ESOP Scheme - 2010.
- 19,24,656 Equity Shares of Rs. 5 each under Qualified
Institutions Placement (QIP) issues.
Thus, the paid up equity share capital of your Company stood increased
to Rs.1,35,459,150/- divided into 27,091,830 Equity Shares of Rs. 5/-
each as on 31st March,2013 from Rs. 1,25,241,890/- divided into
25,048,378 Equity Shares of Rs. 5/- each as on 31st March, 2012.
6. STOCK SPLIT
In order to improve liquidity of Company''s equity shares at the Stock
Exchanges and to also make it more affordable to small shareholders,
the Board of Directors in its meeting held on 12th February, 2013
decided to split the equity shares of the Company from Rs. 5/- each
into 5 equity shares of Re. 1/- each. The proposal was approved by the
members of the Company by resolution passed by them through postal
ballot on 3rd April, 2013. The new share certificates were issued to
the shareholders who were holding the equity shares in physical form
and equity shares were directly credited to the beneficiary accounts of
those members who were holding the shares in electronic form on April
15, 2013, i.e., date which was fixed as record date for aforesaid
corporate action.
7. DEPOSITS
The Company has accepted deposits as per the Rules and none of the
deposits which were due for payment remain unclaimed / unpaid to
depositors on 31st March, 2013.
8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
Pursuant to the provisions of Section 205A and 205C of the Companies
Act, 1956, the Unclaimed Dividend remaining unclaimed and unpaid for
more than 7 years, have been transferred to the Investor Education and
Protection Fund.
9. DIRECTORS
During the year, Dr Venkatrao S. Sohoni has been appointed as an
Additional Director on the Board of the Company pursuant to Section 260
of the Companies Act, 1956 and Articles of Association of the Company
w.e.f. 7th November, 2012 and holds office up to the date of this
Annual General Meeting. The Company has received a Notice along with
requisite deposit of Rs. 500/- from a member under Section 257 of the
Companies Act, 1956 proposing the candidature of Dr Venkatrao S. Sohoni
as a Director of the Company.
Mr Rajnish Sarna was also inducted on the Board of the Company as an
Additional Director pursuant to Section 260 of the Companies Act, 1956
and was appointed as Whole- time Director of the Company for a term of
5 years w.e.f. 7th November, 2012. The appointment of Mr Rajnish Sarna
as Whole-time Director and remuneration payable to him has been
approved by members of the company through Postal Ballot, results of
which were declared on 18th January, 2013. The Board in its meeting
held on May 18. 2013 on the basis of the recommendation received from
Remuneration Committee has considered revision in remuneration payable
to Mr Rajnish Sarna w.e.f April 01, 2013, the terms of which are
contained in the notice of Annual General Meeting to be held on August
29, 2013. The Board recommends approval of the members for the same.
Further, Mr. Rahul Raisurana who was appointed as Investor Director of
the Company on behalf of Standard Chartered entities who have invested
funds in the company by way of private equity in October, 2009 has also
resigned from the Board w.e.f. 7th November, 2012 since the aforesaid
entities have sold their entire stake held in the company. Your
Directors place on record their appreciation for the services rendered
by Mr. Rahul Raisurana during his tenure as Director.
Mr Anurag Surana resigned as Whole-time Director of the Company w.e.f.
15th September, 2012. However, he continues on Board as Non-Executive
Director. Your Directors place on record their appreciation for the
services rendered by Mr Anurag Surana during his association with the
Company as Whole-time Director of the Company.
Mr. Salil Singhal was appointed as Chairman & Managing Director of the
Company for a period of three years w.e.f. July 1, 2010. During his
tenure as Chairman and Managing Director of the Company, he has
provided strategic direction for sustainable growth of the Company and
always guided executive team in significant and complex business
issues. Under his leadership, the Company has achieved new heights in
terms of turnover, profitability etc. The Board recommends the approval
of members for the re-appointment of Mr. Salil Singhal as Chairman and
Managing Director of the Company for a period commencing from July 01,
2013 till September 30, 2016 at terms and conditions as contained in
notice of the Annual General Meeting to be held on August 29, 2013
Mr Mayank Singhal who was appointed as Managing Director & CEO of the
Company for a period of 5 years w.e.f 1st December, 2009 by
shareholders in the meeting held on November 30, 2009. The Board on the
basis of recommendation of Remuneration committee in its meeting held
on May 18, 2013 has reappointed Mr Mayank Singhal as Managing Director
& CEO of the Company for a period commencing from April 01, 2013 to
September 30, 2017 at terms and conditions which are contained in
Notice of the Annual General Meeting. The Board recommends the same for
approval of members for the same.
In accordance with Articles of Association of the Company, Mr. Bimal
Kishore Raizada and Mr. Pravin K. Laheri, Directors, retire by rotation
at the ensuing Annual General Meeting and being eligible offer
themselves for re-appointment.
The Board recommends their appointment / re-appointments for your
approval.
The brief resume/details relating to the Directors who are to be
appointed/re-appointed are furnished in the notice for Annual General
Meeting to be held on August 29, 2013 which forms part of the Annual
Report.
10. DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA)
OF THE COMPANIES ACT, 1956
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956, in relation to Directors'' Responsibility Statement, your
Directors confirm as under:
(i) In the preparation of the Annual Accounts for the year ended on
March 31, 2013, the applicable accounting standards have been followed
by the Company.
(ii) Appropriate accounting policies have been selected and applied
consistently, and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2013 and of the profit for the year
ended March 31, 2013.
(iii) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(iv) The Annual Accounts are prepared on a going concern basis.
11. SUBSIDIARY COMPANIES
The Company has three wholly owned subsidiary companies as on March 31,
2013. The members may refer to the Statement under section 212 of the
Companies Act, 1956 information on the financials of subsidiaries
appended to the above statement under section 212 of the Companies Act,
1956 in this Annual Report for detailed information on these subsidiary
companies. The key highlights of these subsidiary companies are as
under:
(1) PI Life Science Research Ltd. (PILSR):
During the year, the Company has posted a profit of Rs. 69.38 lacs,
which was earned on account of various R&D activities for developing
new products.
(2) PI Japan Company Ltd.
The Company posted a profit of JPY 18.56 lacs (Approx. Rs. 12.21 lacs)
during the year.
Due to the size of operations and local laws, the annual accounts of
this company are not required to be audited. The same have been
certified by the Management of the Company.
(3) PILL Finance and Investments Ltd. (PILL-F):
The Company has posted a profit of Rs. 16.35 lacs during the year.
12. AUDITORS AND AUDITORS REPORT
The Statutory Auditors of the Company, M/s S.S. Kothari Mehta & Co.,
Chartered Accountants retire at the ensuing Annual General Meeting and
have confirmed their eligibility and willingness to accept office of
Auditors, if reappointed.
The Auditors have given a certificate that their re-appointment, if
made, would be within the limits prescribed under Section 224 (1B) of
the Companies Act, 1956.
The Audit Committee and the Board of Directors recommend the
appointment of M/s S.S. Kothari Mehta & Co., Chartered Accountants as
Statutory Auditors of the Company to hold office till the conclusion of
next Annual General Meeting.
Auditors Report do not contain any qualification, hence same does not
call for any explanation under the provisions of Sec 217(3) of the
Companies Act, 1956.
13. COST AUDITORS
Pursuant to the directives issued by the Central Government, an audit
of the cost records relating to Insecticides (Technical Grade and
Formulations) manufactured by the Company is required to be conducted
by an auditor with the requisite qualifications as prescribed under
section 233B of the Companies Act, 1956. Your Board has appointed M/s
K.G. Goyal & Co., Cost Accountants, Jaipur, as Cost Auditors based on
the recommendation of the Audit Committee for the conduct of the audit
of cost records of Insecticides (Technical Grade and Formulations) for
the year ending March 31, 2014 and necessary applications shall be
filed with Ministry of Corporate Affairs under section 233B for seeking
Central Government approval for their appointment.
14. SECRETARIAL AUDIT
As desired by Securities and Exchange Board of India (SEBI),
secretarial audit is being carried out at specified period by
Practicing Company Secretary. The findings of the secretarial audit
were entirely satisfactory.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as prescribed under Section 217(1 )(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 are set out in the Annexure - A.
16. EMPLOYEES
During 2012-13, your Company continued to have excellent cordial
relationship with all its employees.
The Company recognizes the importance of human capital and enrichment
of professional & technical skills is an ongoing process within the
organization.
Total workforce of the Company stood at 1401 as on March 31, 2013.
As required by the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
the names and other particulars of employees are set out in the
annexure to the Directors'' Report. Your Directors place on record
their appreciation of the valuable contribution made by the employees
of your Company.
17. EMPLOYEE STOCK OPTION PLAN/SCHEME
The Company had granted 98,766 Peformance Options to eligible employees
under PII-ESOP 2010 as per the criteria laid down by Compensation
Committee of the Board. The aforesaid options shall vest after a lock
in period of one year from the date of grant. The vesting period of
aforesaid options is four years. The Exercise price of options granted
have been arrived at by giving discount to the closing market price of
the equity share on National Stock Exchange one day prior to the date
of grant of option.
No employee has been issued share options, during the year, equal to or
exceeding 1% of the issued capital of the Company at the time of grant.
The details as required under Regulation 12 of Securities and Exchange
Board of India (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999 are given in Annexure B and forms
part of this Report.
18. MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on the Management Discussion and Analysis is provided
separately in this Annual Report.
19. CORPORATE GOVERNANCE
The Company is proud of its corporate governance structure and strives
to maintain the highest possible standards. A detailed report on the
Corporate Governance Code and practices of the Company along with a
certificate from the auditors of the Company regarding compliance of
the conditions of Corporate Governance as stipulated under clause 49 of
the Listing Agreement are given in a separate section in this Annual
Report.
20. INTERNAL CONTROL SYSTEM
The Company''s internal control system comprises audit and compliance by
in-house internal audit team supplemented by internal audit checks by
M/s Protiviti Consulting Pvt. Ltd., Internal Auditors of the Company.
The Internal Auditors independently evaluate the adequacy of internal
controls and concurrently audit the financial transactions and review
various business processes. Independence of the Internal Auditors and
therefore compliance is ensured by the direct report of internal audit
division and internal auditors to the Audit Committee of the Board.
21. ACKNOWLEDGMENTS
Our Directors wish to express their grateful appreciation for the
valuable support and cooperation received from bankers, business
associates, lenders, financial institutions, shareholders, various
departments of Governments of India, Rajasthan, Gujarat and Jammu &
Kashmir, farming community and all our other stakeholders.
The Board places on record its sincere appreciation towards the
Company''s valued customers in India and abroad for the support and
confidence reposed by them in the organization and looks forward to the
continuance of this supportive relationship in future.
Your Directors also place on record, their appreciation for the
contribution and hard work of employees of the Company and its
subsidiaries at all levels, who, through their competence, hard work,
solidarity and commitment have enabled the Company to achieve
consistent growth.
On behalf of the Board of Directors
Sd/-
Place: Gurgaon Salil Singhal
Date: May 18, 2013 Chairman & Managing Director
Mar 31, 2012
The Directors are pleased to present the Annual Report of the Company
together with the Audited Accounts for the year ended March 31, 2012:
1. FINANCIAL HIGHLIGHTS
(Rs. in Crores)
Particulars FY 2011-12 FY 2010-11
Gross Sales & Other Operating Income 1000.84 836.07
Excise Duty 45.94 46.19
Discount 77.81 71.55
Net Sales 877.09 718.33
Other Income 5.19 10.5
Profit before Interest , Depreciation,
Tax & Exception items 146.26 124.02
Interest 20.11 18.6
Depreciation 17.11 15.59
Profit Before Tax & Exceptional items 109.04 89.83
Exceptional Items 30.34 -
Current Tax including tax on capital gain 38.70 20.42
Deferred Tax 0.14 5.29
Profit After Tax 100.54 64.12
Balance of profit brought forward from
previous year 133.25 81.38
Appropriations
Interim Dividend on Equity Shares 5.01 -
Income Tax on Interim Dividend 0.81 -
Transfer to general Reserve 10.05 6.41
Proposed Final Dividend on Equity Shares 7.51 5.01
Income Tax on Final Dividend proposed on
Equity shares 1.22 0.83
Balance Profit / (-) Loss carried forward 209.18 133.25
The Company has achieved new milestones in the Year 2011-12 by crossing
Rs. 1000 Cr of gross revenue and Rs. 100 crore of Profit after Tax
(PAT).
The net sales for the year grew by 22% over the previous year. Since
the polymer compounding business was divested in April 2011, the actual
comparable topline growth in the Company's existing businesses for the
year has been 36% YoY.
The operating profit of the Company grew by 19% YoY to Rs. 146.26
Crore; an increase of 22.24 Crore YoY. The operating profit was
impacted by volatility of INR / USD exchange rate and its impact in
current year was a loss of Rs. 4.48 Cr against gain of Rs. 7.35 Cr
during the previous year.
The Net Profit on stand alone basis (Including exceptional items) grew
by 57% to Rs. 100.54 Crore for the year ended 31st March, 2012 from Rs.
64.12 Crore in the previous year. Net profit margin increased to 11.4%
during the year under review from 8.9%in the previous year.
The Company's net profit on a consolidated basis (Including exceptional
items) increased to Rs 103.59 Crores during the year as compared to Rs.
65.10 Crores in the previous year, a growth of 59% YoY.
The earnings per share (EPS) for the year stood at Rs. 40.27 per share
an increase of 40% compared to Rs. 28.76 per share for the previous
year.
2. OPERATIONS
Your company's Domestic Agri Input Business once again outperformed the
industry by growing at 22% YoY. The strong performance was mainly
driven by sales growth of newly launched in-licensed products,
expansion of the distribution channel network and inclusion of products
in the portfolio to give complete crop solutions in the Company's
targeted crop areas. Meticulous planning, proactive sales promotion on
select crops, regular monitoring of crop acreages and pest infestation
and the hard work of the marketing team were the key to success.
The growth in the domestic agri input business was achieved despite
several challenges during the year for the Agri input industry in
general and plant protection industry in particular. These challenges
included increasing costs of production due to higher input costs
(fertilizers, manpower, fuel etc) and the inability of the farmers to
realize Minimum Support Prices (MSP) in many parts of the country
affected the crop economics for farmers. Factors such as change in
subsidy system on fertilizers, export restrictions on leading crops,
crop holidays in certain areas, unfavorable rains for crops such as
pulses and soybean had an impact on the farmers' investment in plant
protection chemicals and hence the agro-chem industry.
The quantum and distribution of rainfall, particularly in the 2nd crop
season, was also not very helpful to the farmers and to the agri input
industry. Though the South West monsoon was normal for most parts of
the country (102 % of its LPA), the North East monsoon was
significantly lower than the normal rainfall (52 % of LPA) and the
distribution was also scanty which affected the crop acreages and
yields in some parts of the country.
This financial year also saw the steep rise in energy and
transportation costs, sudden fluctuations in foreign currency rates and
raw material price increases.
The International Custom Synthesis & Manufacturing business registered
a robust -62% growth in sales YoY. The growth was mainly driven by the
scale-up of already commercialized products and commercialization of
some new products. Since most of these products are at early stage of
their life cycle, they auger a good future growth of the Company.
During the year, some more high growth potential products were added to
the R&D and process research pipeline of your Company.
The efforts of your team have started bearing results, and we hope to
continue with the momentum of growth during the current year as well.
Your team is continuing to work in the diverse areas of applications
leading to balanced portfolio of products. The business continues to
have several long-term orders and a robust and high potential order
book position for the coming years.
Introduction of New Products
For the third consecutive year, NOMINEE GOLD continued to be the growth
driver and a sought after solution for weeds by the rice growers. Your
Company could successfully enlarge the use of NOMINEE GOLD, the rice
herbicide, which is expected to be a key enabler for rice productivity
enhancement. The Company is also working to promote the concept of
direct seeded rice against the present practice of transplanted rice.
This is expected to save a huge amount of water and labour costs to the
farmer.
As a part of its strategy to provide complete crop solutions, your
Company successfully introduced two broad spectrum modern fungicides:
CLUTCH and SANIPEB, one wheat herbicide: WICKET and a broad spectrum
Insecticide: OVAL.
During the period under review, your Company also reached the
penultimate stages of registration approval for two new broad spectrum
insecticides. Both these molecules are expected to be launched in the
domestic market in the year 2012-13. Your Company continues its quest
for new molecules and has signed 6 new agreements with their patent
holders in insecticide / herbicide / fungicide segments to evaluate
their potential in the domestic market. These products further add to
the Company's product pipeline and strengthen our product portfolio for
the coming years.
Research & Development
Your Company's research collaboration with M/s Sony Corporation of
Japan continues to perform ably and supports the development of
commercial processes in the areas of electronic chemicals.
The Research and Development team continues to work on new areas of
fine chemical business and have successfully carried out synthesis and
scale-up for several new molecules in the area of agrochemicals,
pharmaceutical intermediates and imaging chemicals. As a result of
this, three new patented products shall get commercialized in financial
year 2012-13 adding to our growth in the custom synthesis business.
Process improvement projects were undertaken for improving product
quality and productivity of the manufacturing processes. Enviornment,
Health and Safety (EHS) considerations were given the usual special
emphasis in the process development work.
R&D facility receives GLP Certification
During the year under review, the Company's R&D facility at Udaipur was
accredited for 'Good Laboratory Practices (GLP) and Norms on OECD
Principles' by National GLP Monitoring Authority (NGCMA), Government of
India' in the field of Physical - Chemical Testing. This has indeed
been an outstanding accomplishment for the Company.
This GLP certification follows the grant of full membership to India as
an OECD member country. Hence, the physical / chemistry related data
generated in Company's GLP accredited lab would now be acceptable by
the registration authorities (agrochemicals/pharma etc.) in all the
OECD countries such as USA, Europe, Japan etc.
The GLP certification meets PI's strategy to provide comprehensive
solutions under one roof and broadens its portfolio of custom synthesis
and manufacturing solutions to cover chemical process research,
molecule development, analytical method development, synthesis of high
purity / impurities of chemical entities for analytical reference
standards, 5 batch analyses under GLP conditions, scale up studies,
process / plant engineering and commercial scale production.
Construction of New Manufacturing Site
Given the need for additional capacity to meet the growing order book
position in our customs synthesis business, the Company has made good
progress in the construction of the new manufacturing site at Jambusar
(Gujarat). The facility is expected to start commercial production from
the 3rd quarter of the present financial year. Your Company has set up
this plant in the SEZ area, which offers various tax benefits and ease
of operations.
Conferred with PowerBrands status
In the Indian Powerbrands Conclave held in, London, UK on December 12,
2011, your Company was given 'Power Brand' status from amongst 81 large
and really successful brands and companies featured in the book which
is considered a brand bible comprising the country's most inspirational
brands. Mr. Salil Singhal, Chairman and Managing Director was also
honoured with the prestigious 'Corporate Leader Of the Year -
Agriculture'.
Indian PowerBrands: The Global Superpower Edition is a research driven
anthology of India's Most Powerful Companies, which are successfully
taking on competitors in their own unique ways. This book is a one of
its kind initiative exemplifying the Indian-born icons who have emerged
as the ultimate benchmark of achievement and success and are
aggressively and effectively re-writing the global business equations.
3. DIVIDEND
The Board of Directors had declared an interim dividend of Rs.2/- per
share (40%) on the Equity Shares of the Company, in November, 2011. The
Directors are pleased to recommend a final dividend of Rs. 3/- per
share (60%) on the Equity Shares. This will take the total dividend for
the year to Rs. 5/- per share (100 %) on the equity share capital of
the Company.
Subject to the approval at the ensuing Annual General Meeting, the
dividend will be paid to those shareholders whose names appear on the
register of members of the Company as on September 14, 2012.
4. CONVERSION OF COMPULSORILY CONVERTIBLE PREFERENCE SHARES
a) During the year, the Company has completed the conversion of
Compulsorily Convertible Preference Shares (CCPS) as follows:
- Issuance of 1,55,829 Equity Shares of Rs.10/- each at premium of
Rs. 249.90 upon conversion of 405000 Convertible Preference Shares of
Rs.100/- each allotted to M/s Standard Chartered Private Equity
(Mauritius) Ltd.
- Issuance of 1,55,829 Equity Shares of Rs.10/- each at premium of
Rs. 249.90 upon conversion of 405000 Convertible Preference Shares of
Rs.100/- each allotted to M/s Standard Chartered Private Equity
(Mauritius) II Ltd.
b) Further, company has also redeemed Optionally Convertible Debentures
(OCD's) as follows:
- Issuance of 10,25,030 Equity Shares of Rs.10/- each at premium of
Rs. 249.90 upon conversion of 26,64,053 Optionally Convertible
Debentures (OCD's) of Rs.100/- each allotted to M/s Standard Chartered
Investments and Loans (India) Ltd. Balance 275947 OCD's were redeemed
in cash.
- Pursuant to above conversion, the paid up equity share capital of
the Company increased from Rs. 11,18,75,010/- comprising of 11187501
equity shares of Rs. 10/- each to Rs. 1,252,41,890/- comprising of
1,25,24,189 equity shares of Rs. 10/- each and were duly listed on the
stock exchanges.
5. STOCK SPLIT
In order to improve liquidity of Company's shares at the stock
exchanges and also make it more affordable to small shareholders', the
board of directors decided to split the equity shares of the company of
Rs.10/- each into 2 equity shares of Re.5/- each.
The proposal was approved by the members of the Company by resolution
passed by them at the last Annual General Meeting held on July 16,
2011. The new share certificates of Re.5/- each were issued to the
shareholders in the month of August, 2011 in respect of those who were
holding shares in physical form and were credited to the beneficiary
accounts of those holding shares in electronic form on August 19, 2011
which was fixed as record date for aforesaid corporate action.
Based on the stock split of equity shares @ Rs.5/- each in August,
2011, the paid up capital remains at Rs.12,52,41,890/- comprising of
2,50,48,378 shares.
6. LISTING AT NATIONAL STOCK EXCHANGE
The company's equity shares got listed at National Stock Exchange w.e.f
June 15, 2011, which provides the opportunity to the company's
shareholders to trade company's equity at one more leading stock
exchange of India. It also results in overall increase in the trading
volumes of the Company's share at the stock exchanges.
7. DEPOSITS
The Company has accepted deposits as per the Rules and none of the
deposits which were due for payment remain unclaimed / unpaid to
depositors on 31st March, 2012.
8. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 205A and 205C of the Companies
Act, 1956, the Unclaimed Dividend remaining unclaimed and unpaid for
more than 7 years, have been transferred to the Investor Education and
Protection Fund.
9. DIRECTORS
At the ensuing Annual General Meeting, Mr. Raj Kaul and Mr. Rahul
Raisurana, retire by rotation as Directors and being eligible, offer
themselves for re-appointment in terms of provisions of Articles of
Association of the Company.
The Board recommends their re-appointment for your approval.
The brief resume/details relating to the Directors who are to be
appointed/re-appointed are furnished in to the notice for Annual
General Meeting to be held on September 14,2 012 which forms part of
the Annual Report.
10. DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA)
OF THE COMPANIES ACT, 1956
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956, in relation to Directors' Responsibility Statement, your
Directors confirm as under:
(i) In the preparation of the Annual Accounts for the year ended on
March 31, 2012, the applicable accounting standards have been followed
by the Company;
(ii) Appropriate accounting policies have been selected and applied
consistently, and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2012 and of the profit for the year
ended March 31, 2012.
(iii) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) The Annual Accounts are prepared on a going concern basis.
11. SUBSIDIARY COMPANIES
The Company has three wholly owned subsidiary companies as on March 31,
2012. The members may refer to the Statement under section 212 of the
Companies Act, 1956 information on the financials of subsidiaries
appended to the above statement under section 212 of the Companies Act,
1956 in this Annual Report for detailed information on these subsidiary
companies. The key highlights of these subsidiary companies are as
under:
(1) PI Life Science Research Ltd. (PILSR):
During the year the Company has posted a profit of Rs. 131.62 Lacs,
which was earned on account of various R&D activities for developing
new products.
(2) PI Japan Company Ltd.
The Company posted a profit of JPY 15.34 Lacs (Approx.Rs. 9.27 Lacs)
during the year.
Due to the size of operations and local laws, the annual accounts of
this company are not required to be audited. The same have been
certified by the Management of the Company
(3) PILL Finance and Investments Ltd. (PILL-F):
The Company has posted a profit of Rs. 157.07 Lacs during the year.
12. SALE OF POLYMER COMPOUNDING BUSINESS UNDERTAKING OF THE COMPANY
During the year, the Company concluded the transaction of sale of its
polymer compounding business to the M/s Rhodia Polymer & Specialties
India Pvt. Ltd., a wholly owned Indian Subsidiary of Rhodia S.A. on
April 14, 2011 on slump sale basis.
13. AUDITORS
The Joint Statutory Auditors of the Company, M/s B.D. Gargieya & Co.,
Chartered Accountants and M/s S.S. Kothari Mehta & Co., Chartered
Accountants; retire at the ensuing Annual General Meeting. M/s S.S.
Kothari & Co., Chartered Accountants have given a certificate that
their re-appointment, if made, would be within the limits prescribed
under Section 224 (1B) of the Companies Act, 1956. However, M/s B.D.
Gargieya & Co , Chartered Accountants have expressed their inability
for reappointment at forthcoming Annual General Meeting and they shall
continue to be statutory auditors till the conclusion of forthcoming
Annual General Meeting.
The Audit Committee and the Board of Directors recommend the
appointment of M/s S.S. Kothari Mehta & Co., Chartered Accountants as
Statutory Auditors of the Company to hold office till the conclusion of
next Annual General Meeting.
14. COST AUDITORS
Pursuant to the directives issued by the Central Government, an audit
of the cost records relating to Insecticides (Technical Grade and
Formulations) manufactured by the Company is required to be conducted
by an auditor with the requisite qualifications as prescribed under
section 233B of the Companies Act, 1956.
Your Board has proposed to appoint M/s K.G. Goyal & Co., Cost
Accountants, Jaipur, as Cost Auditors based on the recommendation of
the Audit Comittee for the conduct of the audit of cost records of
Insecticides (Technical Grade and Formulations) and Chemicals for the
year ending March 31, 2013 and necessary applications shall be filed
with Ministry of Ministry of Corporate Affairs under section 233B for
seeking Central Government approval for their appointment.
15. SECRETARIAL AUDIT
As desired by Securities and Exchange Board of India (SEBI),
secretarial audit is being carried out at specified period by
Practicing Company Secretary. The findings of the secretarial audit
were entirely satisfactory.
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as prescribed under Section 217(1)(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 are set out in the Annexure - A.
17. EMPLOYEES
During 2011-12, your Company continued to have excellent cordial
relationships with all its employees at all units. The Company is proud
to see their commitment towards their responsibilities. They have made
invaluable contribution in the growth of the Company.
The company recognizes the importance of human capital and enrichment
of professional and technical skills is an ongoing process within the
organization.
Total workforce of the Company stood at 1142 as on March 31, 2012.
The information required under Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, is provided in the Annexure forming part of the Report. In
terms of Section 219(1)(b)(iv) of the Act, the Report and Accounts are
being sent to the Shareholders excluding the aforesaid Annexure. Any
Shareholder interested in obtaining the same may write to the Company
Secretary at the Registered Office of the Company.
18. EMPLOYEE STOCK OPTION PLAN/SCHEME
The Company had formed a Stock Option Plan named "PII -ESOP 2010
Scheme" in order to reward the employees for their past association and
performance as well as to motivate them to contribute to the growth and
profitability of the Company (including subsidiary companies) with an
intent to attract and retain talent in the organization, The aforesaid
scheme was duly approved by shareholders in its EGM held on 21st
January, 2011 and is administered through independent trust. During the
year, the Compensation Committee of the Board granted 3,63,836 options
under PII-ESOP 2010 Scheme to certain category of employees as per the
criteria laid down by Compensation Committee of the Board. The
aforesaid options shall vest after a lock in period of one year from
the date of grant. The vesting period of aforesaid options varies from
1 to 6 years depending upon the percentage of vesting of options as per
the criteria laid down. The Exercise price of options granted have been
arrived at by giving discount to the closing market price of the equity
share on Bombay Stock Exchange one day prior to the date of grant of
option.
No employee has been issued share options, during the year, equal to or
exceeding 1% of the issued capital of the Company at the time of grant.
The details as required under Regulation 12 of Securities and Exchange
Board of India (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999 are given in Annexure B and form part
of this Report.
19. MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on the Management Discussion and Analysis is provided
separately in this Annual Report.
20. CORPORATE GOVERNANCE
The Company is proud of its corporate governance structure and strives
to maintain the highest possible standards. A detailed report on the
Corporate Governance Code and practices of the Company along with a
certificate from the auditors of the Company regarding compliance of
the conditions of Corporate Governance as stipulated under clause 49 of
the Listing Agreement are given in a separate section in this Annual
Report.
21. INTERNAL CONTROL SYSTEM
The Company's internal control system comprises audit and compliance by
in-house internal audit team supplemented by internal audit checks by
M/s Protiviti Consulting Pvt. Ltd, Internal Auditors of the Company.
The Internal Auditors independently evaluate the adequacy of internal
controls and concurrently audit the financial transactions and review
various business processes. Independence of the Internal Auditors and
therefore compliance is ensured by the direct report of internal audit
division and internal auditors to the Audit Committee of the Board.
22. ACKNOWLEDGMENTS
Our Directors wish to express their grateful appreciation for the
valuable support and cooperation received from bankers, business
associates, lenders, financial institutions, shareholders, various
departments of Governments of India, Rajasthan, Gujarat and Jammu and
Kashmir, farming community and all our other stakeholders.
The Board places on record its sincere appreciation towards the
Company's valued customers in India and abroad for the support and
confidence reposed by them in the organization and looks forward to the
continuance of this supportive relationship in future.
Your Directors also place on record, their appreciation for the
contribution and hard work of employees of the Company and its
subsidiaries at all levels, who, through their competence, hard work,
solidarity and commitment have enabled the Company to achieve
consistent growth.
On behalf of the Board of Directors
Sd/-
Place: Gurgaon (Salil Singhal)
Date: 29.05.2012 Chairman and Managing Director
Mar 31, 2011
The Directors are pleased to present the Annual Report of the Company
together with the Audited Accounts for the year ended March 31, 2011.
1. FINANCIAL HIGHLIGHTS
(Rs. in Crores)
Particulars Current Year Previous Year
2010-11 2009-10
Gross Sales 836.31 619.25
Net Sales 718.57 541.71
Other Income 0.73 1.11
Profit Before Interest,
Tax, Dep. & App. (EBITDA) 123.64 87.47
Interest 18.19 18.31
Depreciation 15.62 13.15
Profit Before Tax (PBT) 89.83 56.01
Provision for Taxation
Current Tax 20.42 13.03
Deferred Tax 5.29 2.03
Profit Afiter Tax 64.12 40.95
Year 2010-11 has been a year of signifcant achievements, and witnessed
excellent growth in revenues and Profitability.
During the year under review, the net sales of the Company increased to
Rs.719 Crore as compared to Rs. 542 Crore in previous year; an increase
of 33% YoY. While all business segments of the company reported strong
increase in sales, a key driver of the growth in sales was 38% YoY
increase in the agri input business of the Company.
The operating Profit of the Company increased to Rs. 123.64 Crore as
compared to Rs. 87.47 Crore; an increase of 41% YoY. The operating
Profit margin increased to 17.2% in current year from 16.15% in the
previous year on account of improved margins in domestic agri-input,
increased revenues from custom synthesis and polymer compounding
business, better capacity utilization and effcient overheads cost
management.
The net Profit (PAT) grew by 56.6% to Rs. 64.12 Crore for the year ended
31st March, 2011 from Rs. 40.95 Crore in the previous year. Net Profit
margin increased to 8.92% during the year under review from 7.56% in
the previous year.
The CompanyÃs net Profit on a consolidated basis increased to Rs 65.10
Crores during the year, as compared to Rs.41.90 Crores in the previous
year, a growth of 55.37% YoY.
The earning per share (EPS) for the year stood at Rs. 57.73 per share
an increase of 53% compared to Rs.37.85 per share for the previous
year.
2. OPERATIONS
The year 2010-11 was marked by a normal monsoon with most districts
receiving adequate rainfall. Total acreages under crops increased to
164.8 million hectares in 2010-11 from 156.4 million hectares in
2009-10, up by 5.08% YoY. Production of food grains and of many crops
reached record highs. The commodity prices remained remunerative for
most of the crops, especially for cash crops like cotton, chillies,
sugarcane, fruits and vegetables, while wheat & rice farmers realized
the increased Minimum Support Prices (MSP).
The year 2010-11 also witnessed volatility in crude prices and
consequent upward trend in raw materials used in manufacture of crop
protection products. The industry is taking a graduated approach to
pass on increased product costs to the customers.
Outperforming the estimated industry growth of about 15 % for the
review year, revenue of your CompanyÃs agri-input business grew by 38%
YoY mainly on account of substantial growth of newly launched products,
volume expansion of some of the existing products and expanding
distribution network in new markets.
The revenue of the Custom Synthesis Business continues to grow as per
plan. The business reported an increase of 23% YoY. Due to constant
efforts made by the Japanese business development team, your company
has commenced commercial production on some very promising products and
revenues from these products are expected in the current year. During
the year under review, many new inquiries were received in diverse
areas of application leading for a diversifed and balanced portfolio of
products. The business has an order book position of ~US$ 300 mn at the
end of the year and growing.
One of the key highlight in the year was the signing of an agreement
with the largest electronics company of the world, M/s Sony Corporation
to set up a joint research centre at Udaipur, named as PI-Sony Research
Centre, it was formally inaugurated in January 2011. This R&D Centre
will be engaged in developing commercially viable processes for
molecules invented by Sony.
By this Agreement, M/s. Sony Corp. has recognized the abilities and
commitment of your Company in research & development of next generation
organic chemcials. The outcome of these researched chemicals would fnd
use in futuristic products like fexible television, solar cells etc. It
is heartening that work on several new molecules has already started.
The Polymer business also witnessed substantial growth in the current
year based on traction seen in user industries like automobile,
construction material, electronics, etc. However, the product margins
remained under pressure due to high volatility in their raw material
prices. Going by your CompanyÃs strategy to concentrate on its core
businesses of Agri-inputs and Customs Synthesis business, this business
has been divested to Rhodia, S.A., a French multinational speciality
chemical major. The deal includes transfer of all assets, people, plant
facility, R & D capabilities, customer base and logistic network in
India. The deal was concluded in April, 2011.
Introduction of New Products
Striving towards excellence in building brands and bringing innovations
to the farmers, your company could successfully establish NOmINEE gOLD
as the fastest growing herbicide in India. On the back of Pl
Industries being one of the front runner companies in rice crop
solutions, NOMINEE GOLD is expected to attain the status of the largest
brand of herbicide in the coming years and will contribute signifcantly
to the growth of your company.
As a part of its strategy to provide complete crop solutions, your
company has successfully introduced an herbicide in soyabean and pulses
segment. The product was introduced in association with a leading
multinational company.
During the period under review, your company also fled for registration
of another two new molecule expected to be commercially launched by
2012-2013. Your company continues its quest for new molecules and has
signed 4 new agreements with their patent holders to evaluate them in
the herbicide / fungicide segment. These will continue to help further
strengthen the CompanyÃs product portfolio.
The company has signed a distribution agreement with a leading
multinational for the marketing for its new generation insecticide and
acaricide, which will further strengthen its position in plantation
and, feld crops, vegetables and fruits.
Apart from this, in the fne chemicals business area, several new
molecules were successfully synthesized in the areas of agrochemicals,
pharmacceticals, imaging, printing etc. Out of these newly synthesized
products, commercial production was commenced for 4 products.
3. DIVIDEND
The Board of Directors are pleased to recommend dividend of Rs.4/- per
equity share of Rs.10/- each (40%) and Rs.0.01 per Compulsorily
Convertible Preference Shares (CCPS) (0.01%) dividend on pro-rata basis
for the financial year ended on March 31, 2011
The dividend on equity shares, if approved at the ensuing Annual
General Meeting, will be paid to those shareholders whose names appear
on the register of members of the Company as on July 12, 2011.
4. CONVERSION OF COmPULSORILY CONVERTIBLE PREFERENCE SHARES
During the year, the Company has partly redeemed by way of conversion
of Compulsorily Convertible Preference Shares (CCPS) and issued 370826
Equity Shares of Rs.10/- each against 12,50,000 Convertible Preference
Shares of Rs.100/- each allotted to M/s Standard Chartered Private
Equity (Mauritius) Ltd. (185413 Equity Shares) and Standard Chartered
Private Equity (Mauritius) II Ltd. (185413 Equity shares), out of total
20,60,000 CCPS. The aforesaid equity shares were also listed on the
Bombay Stock Exchange Ltd. on July 9, 2010. As on 31.3.2011, following
CCPS and Optionally Convertible Debentures (OCD) are outstanding for
conversion / redemption on or before the due date as per their
agreements:
a. 405,000 Non Cumulative Compulsorily Convertible Preference Shares
(CCPS) of face value of Rs.100/- each of Standard Chartered Private
Equity (Mauritius) Limited (SEBI Registered Foreign Institutional
Investor);
b. 405,000 Non Cumulative Compulsorily Convertible Preference Shares
(CCPS) of face value of Rs.100/- each of Standard Chartered Private
Equity (Mauritius) II Limited (SEBI Registered Foreign Venture Capital
Investor) and;
c. 29,40, 000 Optionally Convertible Debentures (OCD) of face value of
Rs.100/- each of Standard Chartered Investments and Loans (India)
Limited (Non Banking Finance Company).
The CCPS and OCDs will be convertible within a period of 18 months from
the date of allotment. In case of OCDs, the unconverted portion, if
any, shall be redeemed at the end of 18 months or may be further
extended by another 18 months, if mutually agreed, and shall be
redeemed.
5. ISSUE AND ALLOTmENT OF BONUS SHARES
To reward the shareholders in the successful value creation cycle, the
Committee of Directors of the Company in their meeting held on July 12,
2010 issued and allotted 3729167 bonus equity shares of Rs.10/- each in
the ratio of 1:2 to the members of the Company as on July 10, 2010
(Record Date) as per the recommendation of Board of Directors in their
meeting held on May 17, 2010 and as approved by the Members through
Postal Ballot on June 26, 2010. The Bonus shares have been listed on
Bombay Stock Exchange Limited w.e.f. July 15, 2010. Consequent to the
Bonus issue and conversion of Compulsorily Convertible Preference
Shares into Equity Shares as aforesaid, the paid up equity capital of
the Company stood at Rs.11.19 Crores.
6. DEPOSITS
The Company has accepted deposits as per the Rules and none of the
deposits which were due for payment remain unclaimed / unpaid.
7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 205A and 205C of the Companies
Act, 1956, the Unclaimed Dividend remaining unclaimed and unpaid for
more than 7 years, have been transferred to the Investor Education and
Protection Fund.
8. DIRECTORS
During the year under review, Mr. Sukh Dev Nayyar, resigned w.e.f. July
19, 2010 and Dr. Satya Prakash Vishnoi, resigned w.e.f. September 3,
2010 from the position of Director of the Company. The Board places on
record its gratitude for the valuable guidance provided by Mr. Sukh Dev
Nayyar and Dr. Satya Prakash Vishnoi during their tenure as Directors
of the Company.
Also, during the year, Mrs. Ramni Nirula was appointed as Additional
Director on the Board with effect from July 28, 2010 and hold offce
till the ensuing Annual General Meeting. Notice under Section 257 of
the Companies Act, 1956 have been received from a member of the
Company, for her appointment.
At the ensuing Annual General Meeting, Mr. P.N. Shah and Mr. Narayan
K. Seshadri retire by rotation as Directors and being eligible, offer
themselves for re-appointment in terms of provisions of Articles of
Association of the Company.
The Board recommends their re-appointment for your approval.
The brief resume/details relating to the Directors who are to be
appointed/re-appointed are furnished in the explanatory statements to
the notice for Annual General Meeting to be held on July 16 , 2011
which forms part of the Annual Report.
9. DIRECTORSÃ RESPONSIBILITY STATEmENT PURSUANT TO SECTION 217(2AA) OF
THE COmPANIES ACT, 1956
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956, in relation to Directorsà Responsibility Statement, your
Directors confrm as under:
(i) In the preparation of the Annual Accounts for the year ended on
March 31, 2011, the applicable accounting standards have been followed
by the Company;
(ii) Appropriate accounting policies have been selected and applied
consistently, and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2011 and of the Profit for the year ended
March 31, 2011.
(iii) Proper and suffcient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) The Annual Accounts are prepared on a going concern basis.
10. SUBSIDIARY COMPANIES
The Company has three wholly owned subsidiary companies as on March 31,
2011. The members may refer to the Statement under section 212 of the
Companies Act, 1956 and information on the financials of subsidiaries
appended to the above statement under section 212 of the Companies Act,
1956 in this Annual Report for detailed information on these subsidiary
companies. The key highlights of these subsidiary companies are as
under:
(1) PI Life Science Research Ltd. (PILSR):
During the year, the Company has posted a Profit of Rs.73.96 Lacs, which
was earned on account of various R&D activities for developing new
products.
(2) PI japan Company Ltd.
The Company posted a Profit of JPY 12.69 Lacs (Approx. Rs. 7.5 Lacs)
during the year. Due to the size of operations and local laws, the
annual accounts of this company are not required to be audited. The
same have been certifed by the Management of the Company.
(3) PILL Finance and Investments Ltd. (PILL-F):
The Company posted a Profit of Rs.3.97 Lacs during the year.
11. SALE OF POLYmER COmPOUNDINg BUSINESS UNDERTAKINg OF THE COmPANY.
During the year, the Company has received a Binding Offer from Rhodia
S.A., France for purchase of its Polymer Compounding unit as going
concern on slump sale basis
As per the recommendation of the board of directors at their meeting
held on 15.12.2010, the shareholders of the Company approved the sale
of Polymer Compounding Business to the M/s Rhodia Polymer & Specialties
India Pvt. Ltd., a wholly owned Indian Subsidiary of Rhodia S.A. by
way of Postal Ballot on February 19, 2011.
The aforesaid sale transaction has been concluded on April 11, 2011.
12. AUDITORS
The Joint Statutory Auditors of the Company, M/s B.D. Gargieya & Co.,
Chartered Accountants and M/s S.S. Kothari Mehta & Co., Chartered
Accountants; retire at the ensuing Annual
General Meeting and have confrmed their eligibility and willingness to
accept offce of Auditors, if reappointed. The Auditors have given a
certifcate that their re-appointment, if made, would be within the
limits prescribed under Section 224 (1B) of the Companies Act, 1956.
The Audit Committee and the Board of Directors recommend appointment of
M/s B.D. Gargieya & Co. and M/s S.S. Kothari Mehta & Co. as Statutory
Auditors of the Company for the financial year 2011-12.
13. COST AUDITORS
Pursuant to the directives issued by the Central Government, an audit
of the cost records relating to Insecticides (Technical and
Formulations) manufactured by the Company is required to be conducted
by an auditor with the requisite qualifcations as prescribed under
section 233B of the Companies Act, 1956. Your Board has proposed to
appoint M/s K.G. Goyal & Co., Cost Accountants, Jaipur, as Cost
Auditors based on the recommendation of the Audit Committee for the
conduct of the audit of cost records of Insecticides (Technical and
Formulations) for the year ending March 31, 2012 at their meeting held
on 14th April, 2011 and necessary application has been fled through
E-fling with Ministry of Corporate Affairs under section 233B.
14. SECRETARIAL AUDIT
As desired by Securities and Exchange Board of India (SEBI),
secretarial audit is being carried out at specifed period by Practicing
Company Secretary. The fndings of the secretarial audit were entirely
satisfactory.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as prescribed under Section 217(1)(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 are set out in the Annexure - A.
16. EMPLOYEES
During 2010-11, your Company continued to have excellent cordial
relationships with all its employees at all units. The Company is proud
to see their commitment towards their responsibilities. They have made
invaluable contribution in the growth of the Company.
The company recognizes the importance of human capital and enrichment
of professional and technical skills is an ongoing process within the
organization.
Total workforce of the Company stood at 1143 as on March 31, 2011.
Pursuant to the provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars of Employees)
Rules, 1975, the names and other particulars of the employees form part
of this report. However, as per the provisions of Section 219(1)(b)(iv)
of the Companies Act, 1956, the reports and the accounts are being sent
to all shareholders, excluding the statement of particulars under
section 217(2A). Any shareholders, interested in obtaining a copy of
this statement may write to the Company Secretary at the registered
offce of the Company.
17. EMPLOYEE STOCK OPTION PLAN/SCHEME
The Shareholders at their meeting held on January 21, 2011 has approved
Employees Stock Option Scheme /Employees Stock Option Plan (ESOP/ESOS
or the Scheme) with such number of equity shares not exceeding 5% of
the paid up equity shares capital at any time, on payment of the
requisite exercise price, in such manner, in one or more tranches and
on such other terms and conditions as the Board may decide in
accordance with the regulations or other provisions of the law as may
be prevailing at the relevant time. The Board / Committee were also
authorized to form a trust for allotment of equity shares to the
eligible employees of the Company, which shall be done along with
annual appraisal of employees.
The Company has not offered any stock option to the Employees during
the year 2010-11 either under the Employee Stock Option Plan or Scheme
introduced by the Company.
18. MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on the Management Discussion and Analysis is provided
separately in this Annual Report.
19. CORPORATE GOVERNANCE
Your Company believes and is committed to in transparency and has
always maintained a very high level of Corporate Governance over the
years and it is a continuous and ongoing process. Your Company is
committed to benchmark itself with highest standards in all areas
including appropriate standards for Good Corporate Governance. Towards
this end, an effective Corporate Governance System has been put in
place in the Company, to ensure compliance.
A detailed report on the Corporate Governance Code and practices of the
Company along with a certifcate from the auditors of the Company
regarding compliance of the conditions of Corporate Governance as
stipulated under clause 49 of the Listing Agreement are given in a
separate section in this Annual Report.
20. INTERNAL CONTROL SYSTEM
The CompanyÃs internal control system comprises audit and compliance by
in-house internal audit team supplement by internal audit checks from
Protiviti Consulting Pvt. Ltd. who were appointed as the Internal
Auditors of the Company during current year. The internal auditors
independently evaluate the adequacy of internal controls and
concurrently audit the financial transactions and review various
business processes. Independence of the audit and compliance is ensured
by the direct report of internal audit division and internal auditors
to the Audit Committee of the Board.
21. ACKNOWLEDGMENTS
Your Directors wish to express their grateful appreciation for the
valuable support and cooperation received from bankers, business
associates, lenders, financial institutions, shareholders, various
departments of Governments of India, Rajasthan, Gujarat and Jammu and
Kashmir, farming community and other stakeholders.
The Board places on record its sincere appreciation towards the
CompanyÃs valued customers in India and abroad for the support and
confdence reposed by them in the organization and looks forward to the
continuance of this supportive relationship in future.
Your Directors also place on record, their appreciation for the
contribution and hard work of employees of the Company and its
subsidiaries at all levels, who, through their competence, hard work,
solidarity, cooperation and support, have enabled the Company to
achieve consistent growth.
On behalf of the Board of Directors
For PI Industires Limited
Place : Gurgaon
Date : 14.04.2011
Sd/-
(Salil Singhal)
Chairman & Managing Director
Sd/-
(mayank Singhal)
Managing Director & CEO
Mar 31, 2010
The Directors one pleosed to present the Annual Report of the Company
together with the Audited Accounts for the year ended March 31, 2010
during which the Company has registered all round growth.
1, FINANCIAL HIGHLIGHTS
(Rs.in Crores)
Particulars Current year Previous Year
2009-10 2008-09
Gross Sales 619.25 551.70
Net Sales 541.71 461.44
Other Interns 1.11 0-74
Profit Before Interest, To*, Deo.
& App. [EBITDA) 87.47 64.32
Interest 18.31 22.28
Depreciation 13.15 11.49
Profit Before To* (PBT] 56.01 30-55
Provision for Taxation Current Tax 13.03 3.52
Deferred Tax 2.03 3.27
Fringe Benefit Tax - 0.68
Profit After Tax 40.95 23.09
Year 2009-10 has been a year of significant achievements and witnessed
spectacular growth in standalone and consolidated revenues and
profitability,
During the year under review, the net sales of the Company increased to
Rs- 542 Crore aS compared to Rs- 461 Crore in Previous year- on
increase of 1 7% YoY. While all business segments of the Company
reported increase in sales, the kev driver of the growth in sales was 4
\% YoY increase in the exports of active ingredients and intermediates
under contract manufacturing and custom synthesis business.
The operating profit of the Company increased to Rs. 87.47 Crore as
compared to Rs, 64.32 Crore; on increase of 36% YoY. The operating
profit margin increased to 16% in current year from 14% in the previous
year on account of improved margins in domestic agrochemicals and
Polymer business, increased revenues from custom synthesis, better
capacity utilization and efficient overheads cost management.
The net profit PAT) grew by 77% to Rs. 40,95 Crore for the year ended
31st March, 2010 from Rs, 23-09 Crore in the previous year. Net profit
margin increased to 7.6% during the year under review from 5.0% in the
previous year.
The Compony s net profit on a consolidated basis increased to Rs 41.90
Crores during the year, as compored to Rs. 24.25 Crores in the previous
year, a growth of 73% YoY.
The earning per share IEP5) for the year stood at Rs. 57,77 per share
compared to Rs.32,57 per share for the previous year.
2. OPERATIONS
During the year under review, the country saw one of the worst monsoons
in lost few decades. The long period average {LPA) rainfall was 22%
short of normal rainfall on all India basis which severely affected
Kharif crops, especially paddy. In 1hs the kharif season the area under
cultivation for food grains declined by 6.5 per cent compared 10 last
year. Food production is expected to be short by around 16 percent
compared to the last year.
While the crop produce prices remained mostly remunerative due to lower
production, the crop protection products prices moved downward,
continuing the trend seen in the latter part of last year, mainly due
to lower raw material prices, especially in generic molecules.
However, despite these unprecedented adverse conditions, your Companys
agri input business did reasonably well, The revenue of this business
grew by 7% YoY but the EBITDA of this business grew by 30% mainly on
account of improved product margins, introduction of new products and
efficient overheads cost management.
Your company is also expecting to launch a low toxicity product in the
year 2011, in the insecticide segment, further strengthening its
portfolio in rice and vegetable;.
The continued recession in the developed world, during most of 2009-10
and high agrochemical inventory levels maintained by global Agchem
companies resulted in temporary slowdown in the off take of outsourced
products by these companies. Yet the revenues of contract manufacturing
and custom synthesis business of your Company grew by 41 % YoY with 43%
growth in EBITDA of this business.
Your Company could achieve this growth on the strength of its excellent
relationships with several innovator companies in Europe and Japan,
development of new compounds, addition of new products and volume
expansion of existing products.
With its commitment to continue its growth Inspired by science, your
Company has signed a research contract with one of the leading
Universities of Japan. Research in some new areas of application has
already begun at the stale of the art research center at Udaipur, We
expect that this will be ? good strategic diversification to complement
the current areas of the Companys activities in the agrochemical and
pharmaceutical sectors.
The polymer business of your Company which was majorly affected by the
global meltdown and its aftermath during lost year registered
satisfactory recovery during the current year particularly in the 2nd
half. Due to recovery of customer industries like automobile,
construction material, electronics, etc, not only the revenue of this
business grew by 10% YoY in the current year, but the profitability of
this business improved quite substantially due to better product mix,
improved capacity utilization and efficienl cost management.
Introduction of New Products
During the year under review, your Company launched a new revolutionary
rice herbicide in the country Nominee Gold. The product was received
exceedingly well by the Indian formers, and promises to change not only
the herbicide application pattern in the country, but also
significantly reduce the water consumption in rice cultivation. Your
company is expecting this product to achieve status of the largest
brand of Rice herbicide in the coming years and will contribute
significanly to the growth of your company,
Apart from this, several new molecules were successfully synthesized in
the areas of Agro intermediates and active ingredients (including a new
chemistry based fungicide and herbicide], imaging chemicals, pharma
intermediates, etc. Out of these newly synthesized products, 6
products were commercialized and long term supply agreements were
signed with the innovator companies.
Expansion of Manufacturing Capacity
Inorder to Service new contracts signed with same of the leading
innovator Companies to manufacture and Supply their IP products on
mufti year basis, your Company is setting up a new manufacturing site
in Gujarat. For this purpose, we have acquired 22,3 Acne land in the
Sterling 5EZ located at Jombusar [Dist. Bharuch). Your Company is
planning to invest around Rs 200 Crores at the new site in the next 2-3
years in multiproduct plants For manufacturing of agrochemical active
ingredients and intermediates, ]pharma Intermediates and other fine
chemicals products. The first phase of this new site is expected to be
commissioned early 2011.
Green Chemistry Award
During the" current year, your Company was awarded the prestigious
Green Chemistry Aword 2009 in the "MNCs and Large Enterprises Category"
in the Industrial Green Chemistry Workshop IIGCW] 2009, a premier
global event for the industry held on 4th to 6th December 2009 in
Mumbai.
The IGC award recognizes outstanding research and initiatives in Green
Chemistry and Engineering to promote innovation in cleaner, cheaper,
smarter chemistry developments that have been or can be utilized by
industry in achieving their pollution prevention goals.
PI hold submitted projects to showcase technological innovation in the
manufacturing process of its agrochemical active ingredients. The Jury
comprising of eminent scientists and world authorities on Green
Chemistry appreciated the quality of work; done by PI For the
significant reduction in emission / effluent by solvent less process
and recycling of the by- product. Nominees for the IGC award intlhe
"MNC and Large scale Industries category" included some of the leading
players in pharmaceutical and specially chemical sector.
The Management Discussion and Analysis section which forms a part of
this Annual Report gives the analysis of performance,
3. DIVIDEND
The Board of Directors are pleased to recommend following dividend for
the financial year ended on March 31 r 2010:
(o) Dividend of Rs. 2/- per equity share of Rs.10/- each (20%}
(b) Dividend of Rs. 0,01/- per Compulsorily Convertible Preference
Shone (CCPS) of Rs. 100/- eoch(0.01%] on pro-rata basis from the date
of allotment i.e. 24.10.2009
The dividend if approved at the ensuring AnnuaI General Meeting, will
be paid to those shareholders whose names appear on the register of
members of the Company as on July 10, 2010.
4. SONUS ISSUE
The Company has completed o very Successful financial year 2009-1 0, in
which if has posted the highest ever net profit ofter tax of Rs. 40.95
Crore. To reward the shareholders in the successful value creation
cycle, the Board of Directors of Ida Company in their meeting held on
May 17,2010 hove recommended, subject to shareholders approval, a
Bonus issue of equity shares in the ratio of one equity share of Rs.
10/- each tor every two fully paid equity shores held in the Company,
as on the Record Date to be fixed by the Board or a committee thereof
for this purpose.
5. DEPOSITS
The Company has accepted deposits as per the Rules and none of the
deposits which were due for payment remain unclaimed/ unpaid.
6. DIRECTORS
During the year under review, Mr. Junichi Nakono, resigned from the
position of whole-time Director of the Company w.e-f. August 1, 2009.
The Board places on record Its gratitude far the valuable guidance
provided by Mr. Junichi Nakono during his lenure as D i rector of the
Company.
In pursuance of the approval of the members of the Company at the
Extra-ordinary General meeting held on November 30, 2009, Mr. Mayank
Singhal was appointed as Managing Director and Chief Executive Officer
(MD and CEO) of the Company for a period of 5 years commencing
December 1, 2009.
During the year under review, Mr. Rahul Raisurano was appointed as
Nominee Diredor (Additional w.e.f. October 24, 2009 in pursuance of
the Share Subscription and Shareholder Agreement executed with Standard
Chartered Private
Equity [Mauritius] II Limited. Mr. Raisurona was appointed as
rotational Director in the Extra-ordinary General Meeting held on
November 30, 2009,
Also, during the year, Mr. Pravin K, Laherl and Mr. Bimal Kishore
Roizoda were appointed as Additional Directors on the
Board with effect From January 20, 2010 and hold office till the
ensuing Annual General Meeting, Notices under Section
25% of the Companies Ad, 1956 has been received from the members of the
Company, for their appointment.
Mr, Solil Singhal was appointed as Chairman and Managing Director of
the Company for tenure of three years w.e.f. July
1, 2007, Accordingly. Board recommends the re-oppointment of Mr. Salil
Singhal as Chairman and Managing Director of the Company for a further
period of three years at the ensuing Annual Genenal Meeting.
Mr- Anurag Surana was Appointed as Whole-time Director of the Company
for tenure of three years w.e.f. July 1, 2007.
Accordingly, Board recommends the re-appointment of Mr. Anurag Surana
as Whole-time Director of the Company for a further period of three
years at the ensuing AnnuaI General Meeting.
At the ensuing Annual General Meeting, Mr- Raj Koul and Dr. S.R.
Vishnoi retire by rotation as Directors and being eligible, offer
themselves for re-appoinlment in terms of provisions of Articles of
Association of the Company.
The Board recommends their re-eppointment for your approval.
The brief resume/details relating to the Directors who are to be
appointed/ re-appointed are Furnished in the explanatory statements to
the notice for Annual General Meeting to be held on July 19, 2010 which
forms part of the Annual Report.
7. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF
THE COMPANIES ACT, 1956
Pursuant to the requirement of Section 217 {2AA) of the Companies Ad,
1956, in relation to Directors Responsibility
Statemeni, your Directors confirm as under;
(i) In the preparation of the Annual Accounts for the year ended on
March 31, 2010, the applicable accounting
standards have been followed by the Company; æill Appropriate
accounting policies have been selected and applied consistently, and
have made judgments and estimates that at are reasonable and prudent so
as to give a true and fair view of the slate of affairs of the Company
as at March 31, 2010 and of the profit for the year ended March 31,2010.
(ill) Proper and sufficient cars has, been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding (he assets of the Company and for
preventing and detecting fraud and other irregularities;
(ivj The Annual Accounts are prepared on a going concern basis-
8. SUBSIDIARY COMPANIES
The Company has three wholly owned subsidiary companies as on Month 31,
2010. The members may refer to the Statement under section 212 of the
Companies Act, 1956 and information on the financials of subsidiaries
appended to the above statement under section 212 of the Companies Act,
1956 in this Annual Report far detailed information on these subsidiary
companies. The key highlights of these subsidiary companies are as
under:
(1) PI Life Sciatica Research Ltd. (PILSR):
During the year, the Company has posted o profit of Rs. 88.77 Lacs,
which was earned on account of various R&D activities for developing
new products.
(2) PI Japan Company Ltd,
The Company posted o profit of JPY 9.76 Lacs (Rs. 5.02 Lacs during the
year.
Due to the size of operations and local laws, the annual accounts of
this, company are not required to be audited. The
some have been certified by the Management of the Company.
(3} PILL Finance and Investment Ltd, (PILL-FJ;
The Company posted a profit of Rs. 3.72 Lots during the year.
9. AUDITORS
The Joint Statutory Auditors of the Company, M/s B.D. Gargjeya & Co.,
Chartered Accounts and M/s S.S. Kolhari Mehta & Co., Chartered
Accountants; retire at the ensuing Annual General Meeting and have
confirmed their eligibility and willingness to accept office of
Auditors, if reappointed. The Auditors have given a certificate that
their re- appointment, if mode, would be within the limits prescribed
under Section 214 (IB) of the Companies Act, 1956. The Audit Committee
and the Board of Directors recommend appointment of M/s B.D. Gargleya &
Co. and M/s S.S. Kothari Mehta & Co. as Statutory Auditors of the
Company for the financiaI year 2010 -11.
10. COST AUDITORS
Pursuant to the directives issued by the Central Government, on audit
of the cost records relating to Insecticides (Technical and
Formulations) manufactured by the Company is required to be conducted
by an auditor with the requisite qualifications as prescribed under
section 233B of the Companies Act, 1956. Your Board has appointed M/s
K.G, Goyal & Co., Cost Accountants, Jaipur, as Cost Auditors for the
conduct of the audit of cost records of Insecticides TechnicaI and
Formulations) for the year ending March 31, 2011 and necessary
applications were filed through E-filing with Ministry of Corporate
Affairs under section 233 B,
11. SECRETARIAL AUDIT
As desired by Securities anct Exchange Board of India (SEBIf,
secretarial audit is being carried out at specified period by
Practicing Company Secretary. The findings of the secretarial audit
were entirely satisfactory,
12. INCREASE IN AUTHORISED SHARE CAPITAL
Pursuant to the resolution passed by the Members of the Company at the
Extra æ Ordinary General Meeting dated October 12, 2009, the Company
increased the Authorized share capital from Rs. 23 Cr. to Rs. 70 Cr,
divided inlo 2 Cr Equity Shores of Rs. 10/-each and 50 Lacs Preference
Shores of Rs, 100/-each.
13. ISSUE AND ALLOTMENT OF BONUS SHARES
The Board of Diredors of the Company in their meeting held on April 10,
2009 issued ond allotted the bonus equity shares in Ihe rotio of 1:1
lothe members of the Company as on April 3, 2009 (Record Dater The
Bonus shores have been listed on Bombay Stock Exchange Limited w.e.f,
Mayo, 2009. Consequent to Ihe Bonus issue the paid up equity capital of
the Compony stood at Rs.7.09 Crore.
14. PREFERENTIAL ALLOTMENT OF COMPULSORILY CONVERTIBLE PREFERENCE
SHARES AND OPTIONALLY CONVERTIBLE DEBENTURES
Your Directors wish lo inform you that at the Extra Ordinary General
Meeting held on October 1 2, 2009, the members had approved issuance on
a preferential basis:
a. 1030,000 non cumulative Compulsorily Convertible Preference Shares
(CC PS) of face value of Rs. 100/- each 1o Standard Chartered Private
Equity [Mauritius] Limited (SEBI Registered Fareign Institutional
Investor];
b. 1030,000 non cumulative Compulsorily Convertible Preference Shores
(CCPS) of face value of Rs. 100/- each to Standard Chartered Private
Equity (Mauritius) II Limited (SEBI Registered Foreign Venture Capital
Investor) and;
C. 2940,000 Optionally Convertible Debentures [OCD] of face value of
Rs. 100/- each to Standard Chartered Investments and Loans (India)
Limited (Nan Banking Finance Company)
The allotments were made in compliance with Chapter VII of SEBI (iCDR)
Regulations, 2009. Pursuant to the said allotment on October 21, 2009,
the Company received funds aggregating to Rs. 500 mn.
Mr, Rahul Raisurano has been appointed as Nominee Director in pursuance
of the Shore Subscription and Share holders Agreement entered into with
Standard Chartered Private Equity (Mauritius) II Ltd,
Mr Namit Arora has been appointed us observer an the Board of the
Company in pursuance of the Debenture Subscription Agreement entered
into with Standard Chartered Investments and Loans lndia) Limited .
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as prescribed under Section 217 (T) (e) of the
Companies Act, 1956 read with Companies (Disclosure of Particulars in
the Report of Board of Directors] Rules, 1988 are set out in the
Annexure -A.
16. EMPLOYEES
During 2009-10, Your Company continued to have cordial relationships
with all its employees at all units. The Company recognizes the
importance of human capital and enrichment of professional and
technical skills is an ongoing, process within the organization.
Your Directors racognize the teams valuable contribution and place an
record their appreciation for the employees across the organization.
The total workforce of the Company stood at 997 as an March 31,1010.
Pursuant to the provisions of Section 217 (2A) of the Companies Act,
1956 read with the Companies [Disclosure oF Particulars of Employees)
Rules, 1975, the names and other particulars of the employees. Form
part of this report- However, as per the provisions of Section 219(1
}(b](iv} of the Companies Act, 1 956, the reports and the accounts are
being sent to all shareholders, excluding the statement of particulars
under section 217(2A). Any shareholders, interested in obtaining o copy
of this statement may write to the Company Secretory at the registered
office of the Company.
17. MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on the Management Discussion and Analysis is provided
separately in this Annual Report.
18. CORPORATE GOVERNANCE
Your Company has been practicing the principle of good Corporate
Governance over the years and it is a continuous and ongoing process.
Your Company is committed to benchmark itself with global standards in
all areas including appropriate standards for Good Corporate
Governance. Towards this end, an effective Corporate Governance System
has been put in place in the Company, which also ensures that the
provisions, of Clause 49 of the Listing Agreement are duly complied
with.
A detailed report On the Corporate Governance Code and practices of the
Company along with a certificate from the auditors of the Company
regarding compliance of the conditions of Corporate Governance as
stipulated under clouse 49 of the Listing Agreement are given in a
separate section in this Annual Report.
19. INTERNAL CONTROL SYSTEM
The Company s. internal control system comprises audit and compliance
by imhouse internpl audit team supplement by internal audit checks from
K5MN& Co., Chartered Accountants, G.D. Gongteya & Co., Chartered
Accountants and R.V Chalam, Chartered Accountant who are the internal
auditors ol the Company, The internal auditors independently evaluate
the adequocy of internal controls and concurrency audit the majority of
the transactions in value terms. Independence of tha audil and
compliance is ensured by the diract report of imarnol audit division
and i ntemaJ aud Hors to the Aud it Com m i Itee of the Board.
20. ACKNOWLEDGMENTS
Your Directors wish to express their grateful appreciation for the
valuable support and cooperation received from bankers, business
associates, leaders,, financial institutions. shareholders, various
departments of Governments of Indict, Rajasthan,Gujarat and Jammu and
Kashmir, (forming community and other stakeholders.
The Board places on record ill sincere appreciation towards the
Companys valued customers in India and abroad for the support and
confidence reposed by them in the organization and looks forward to the
continuance of this mutually supportive relationship in future-
Your Directors also place on record, their appreciation for the
contribution and hard work of employees of the Company and its
subsidiaries at all levels, who, through their competence, hard work,
solidarity, cooperation and support, have enabled the Company to
achieve consistent growth.
On behalf of the Board of Directors
Sd/- Sd/-
[Salil Singhgl) (Mayank Singhal)
Chairman & Managing Director Managing
Director & CEO
Place: Mumbai
Date: May 17, 2010
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article
More Information on PI Industries Ltd.
-
PI Industries Ltd. Tools
- Bulk Deals
- Block Deals
-
PI Industries Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
-
Company History
- Bonus
- BSE Price History
- NSE Price History
-
PI Industries Ltd. Key Financial Ratios
- Ratios
-
PI Industries Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
-
PI Industries Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
-
PI Industries Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
-
PI Industries Ltd. Corporate Announcements
- Book Closure
- Dividend
- Board Meetings
