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Directors Report of Rallis India Ltd.

Mar 31, 2023

The Directors present their Seventy-Fifth (75th) Annual Report on the business and operations of Rallis India Limited (''the Company'' or ''Rallis'') along with the Audited Financial Statements for the Financial Year (''FY'') ended March 31,2023.

Financial Results

('' in crore)
Particulars	2022-2023	2021-2022
Revenue from operations	2,966.97	2,603.93
Other income	12.71	27.44
Total Income	2,979.68	2,631.37
Profit before finance cost, depreciation and tax	231.04	301.58
Finance costs	12.24	4.79
Depreciation	91.36	74.31
Profit before exceptional items and lax	12 7.44	222.48
Ixceplional items	0.62	-
Profit before tax	128.06	222.48
Provision for tax	45.19	62.18
Deferred tax	(9.07)	(3.97)
Profit for the year	91.94	164.27
Profit for the year attributable to:
- Owners of the Company	91.94	164.27
- Non-controlling interests	-	-
Other comprehensive income (''OCI'')	(0.20)	(0.65)
Total comprehensive income	91.74	163.62
Profit for the year	91.74	163.62
Balance of Profit brought forward from previous year	1.211.//	1,128.50
1,325.51		1,292.12
Appropriations
Others	-	(0.01)
Dividend on Equity Shares*	(58.34)	(58.34)
Transfer to Reserve for equity instruments through OCI*	0.00	0.00
Transfer to Cash flow hedge reserve	0.24	-
Balance Profit carried forward to Balance Sheet	1,267.41	1,233.77
* Dividend declared in the previous year and paid during the respective reporting year * Value is less than '' 1 crore

Dividend

The Directors are pleased to recommend a dividend of '' 2.5 per share (i.e. 250%) on the Equity Shares of the Company of '' 1 each for the year ended March 31, 2023 (previous year '' 3 per share i.e. 300%). If the dividend, as recommended above, is declared at the ensuing Annual General Meeting (''AGM''), the total outflow towards dividend on Equity Shares for the year would be '' 48.62 crore (previous year '' 58.34 crore).

Dividend Distribution Policy

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''), the Board of Directors of the Company have adopted a Dividend Distribution Policy which aims to maintain a balance between profit retention and a fair, sustainable and consistent distribution of profits among its Members. The said Policy is available on the website of the Company under the ''Investors'' section at https://www.rallis.com/dividend-distribution-policy.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits for FY 2022-23 in the profit and loss account.

Share Capital

The paid-up Equity Share Capital as on March 31, 2023 was '' 19.45 crore. During the year under review, the Company has not issued any shares.

Rooted in Values, Seeding Growth - 75 Years and Beyond

Rallis, incorporated in 1948, is known for its deep understanding of Indian agriculture, connect with farmers and quality agri-inputs. In its endeavour to be at the forefront of strategic advances centred on science and innovation, Rallis has come a long way in digital transformation over the years.

A key success attribute of over a seven-decade business journey is the consistent focus on creating value for the stakeholders and accelerating farm prosperity. With the goal of evolving as a future-ready organisation, Rallis heads towards a greener chemistry by aligning its Mission, Vision and Values with sustainable business practices and stakeholder value creation.

Driven by its core value of ''Serving Farmers through Science'', Rallis shall continue to accelerate its journey and enhance value in areas of environmental sustainability, societal initiatives, digitisation and long-lasting partnerships.

Company''s Performance

The Company''s revenue from operations for FY 2022-23 was '' 2,967 crore compared to '' 2,604 crore in the previous year, an increase of 14% over the previous year. The Company''s Profit before exceptional items was '' 127 crore during the year compared to '' 222 crore in the previous year. The Company earned a net profit after tax of '' 92 crore, lower by 44%, as against a net profit after tax of '' 164 crore in the previous year.

The Company''s performance in FY 2022-23 was also impacted due to reassessment of intangible assets under development which has resulted in impairment of technical know-how of seed development technology amounting to '' 30.41 crore. Also, reassessment of future sales potential has resulted in the Company recognising the provision for slow moving inventory in seeds amounting to '' 52.81 crore.

Business Context

Agriculture sector in India continued to experience the impact of climate change which is reflected in the adverse yield impact in wheat due to the early heat wave towards the end of previous wheat growing season and the decline in the sown area in Kharif Paddy due to delayed monsoons and deficient rainfall. The 2022 rainfall over the country as whole was 108% of its long-period average (''LPA''). As second Advance Estimate for 2022-23, total foodgrains production in the country is estimated at 324.6 million tonnes which is 2.5% higher than the previous year.

Though India is one of the largest producers of agricultural output in the world, the intensity of crop protection usage is relatively low compared to other leading agriculture economies like USA, Brazil, China, etc. The Industry has taken various initiatives to promote safe use of crop protection solutions. Agriculture sector is well supported by the State and Central Government for ensuring economic prosperity to farmers, which is critical for balanced economic development of the country. Ministry of Agriculture and Farmers Welfare has brought out Standard Operation Procedures for use of drones in pesticide and nutrient application to promote drone technologies in Indian agriculture. The crop protection market in India is expected to sustain the growth trend as farmers seek solutions to protect their crops from emerging biotic and abiotic stress to ensure food security of the growing population.

India is the leading exporter of agrochemicals and the business environment is conducive for rapid export growth going forward. The Government and Industry is working together to tap the opportunities to make India a global hub for agrochemicals.

A. Crop Care

During the year under review, the Domestic Crop Care business achieved a revenue of '' 1,643 crore as against '' 1,468 crore during FY 2021-22, a growth of 12%. The Exports business achieved a revenue of '' 979 crore during the year under review as against '' 787 crore during FY 2021-22, a growth of 24.5%.

Domestic Crop Protection:

The Company registered 7.5% growth over the previous year with the help of its new product introductions, commercial interventions, supportive trade policies and by enhancing channel reach and engagement. New formulations developed through R&D efforts are Daksh Plus (Herbicide), Clasto (Insecticide), Capstone (Fungicide) & Castillo (Fungicide) for the domestic crop protection market. In a challenging environment, Industry is estimated to have sustained the recent growth trend.

Insecticides:

Insecticide growth was driven by paddy brown plant hopper and cotton sucking pest segments. In general, pest incidents were relatively low and missed sprays due to adverse weather conditions further impacted insecticide business for the industry and Rallis. During the year under review, the Company successfully launched Clasto for Cotton white fly, which is also the carrier of dreaded cotton leaf curl virus. The Paddy portfolio further strengthened with the launch of Clue for brown plant hopper menace and Dext for borer segment which can also be applied to sugarcane. The Company also launched Onto for control of sucking pests in tea and also having wider application in multiple crops.

Fungicides:

Fungicide demand was relatively low due to weather conditions in paddy and plantation crops and low disease incidence in potato. The Company achieved marginal growth in this challenging environment leveraging its strong portfolio including the scale up of recently launched Zaafu and Ayaan. Fungicide portfolio further strengthened with the introduction of Capstone to address the increasing leaf and neck blast challenges in Paddy and Castello, a broad spectrum fungicide for Fruits and Vegetables segments.

Herbicides:

Herbicide as an effective alternative to manual weeding is getting increasing acceptance in India as farmers are trying to mitigate cost and labour availability challenges. This trend is expected to continue and to tap these opportunities, the

Company has been strengthening its portfolio across crops like paddy, sugarcane, maize, wheat and soybean which is also reflected in the growth of herbicide segment during the year. In addition to successfully scaling up Prodim for weed control in soybean and paddy herbicides Pepe and Preetplus, the Company launched Daksh Plus, a highly differentiated wheat herbicide during Rabi 2022.

Exports:

Global crop protection market is estimated to have grown by around 12% representing the strongest growth rate for the market in last two decades to reach a total value of USD 74 billion during calendar year (''CY'') 2022 compared to USD 66 billion during CY 2021. Total agrochemical market including no-crop usage has grown to USD 83 billion in CY 2022 from USD 73 billion reported for CY 2021. Revenue growth registered is mostly attributed to price increase undertaken to offset volatile and high input cost and relatively low volume growth. Herbicide in particular was benefited from significant price increase of major herbicides like Glyphosate and Glufosinate.

Rallis'' exports have grown by 24.5% from '' 787 crore in FY 2021-22 to '' 979 crore in FY 2022-23. During the year, significant growth was recorded in Latin America (278%), Middle East (90%) and Europe (22%) compared to last year. During the year under review, the Company has gained 7 registrations in overseas markets and onboarded new customers from European territory. The significant devaluation of currency against dollar in many South East Asian and African countries has impacted the sales volume of formulation products.

Crop Nutrition:

Crop Nutrition is a critical and necessary input for ensuring production, productivity and quality of farm produce. Rallis has a range of unique and differentiated products in Organic fertilisers, Biofertiliser, Biostimulants, Secondary and Micronutrients and Water Soluble Fertilisers categories. During FY 2022-23, the Crop Nutrition business sustained the high growth trend to record 21.8% growth. Addition of three new products viz. Rallizin, Paclo and GeoGreen P plus GR strengthened the portfolio to cater to wider geographies and crop segments.

Biopesticides are an integral part of integrated pest management and play an important role in resistance management and residue management. The Company entered this segment a couple of years ago and established its presence in Biopesticides solutions which is getting increasing acceptance in India.

B. Seeds

Rallis'' Seeds business is research based. Hybrid seeds of Paddy, Maize, Cotton, Bajra, Mustard & Vegetables are made available for sale across the country. The Company is one among the few Indian companies engaged in both conventional and biotechnology based research and development, supported by national and international collaborations.

The year was challenging for the Seeds business. The Company continued to leverage its strong channel engagement, customer loyalty and diversified portfolio which is reflected in the success it achieved in North Cotton Market. Rallis was able to navigate a challenging environment to maintain the revenue by adapting to changing market dynamics. Rallis will continue to focus on opitimising costs to improve margins for sustained growth going forward.

Farmer Engagement Rallis Samrudh Krishi (RSK):

RSK is a Crop solution centric approach wherein the Company understands what crop the farmer is growing, at what stage the crop is, what are the likely interventions the crop will need and accordingly suggest solutions to farmers. In FY 2022-23, the focus was on further strengthening the planning & implementation efforts among sales and marketing team. Enhancements were made in the Sampark mobile application to capture detailed inputs with respect to demand creation activities through both digital and physical means.

Samrudh Krishi (SK):

SK delivers Good Agriculture Practices with expertise in crop protection, nutrition and canopy management. SK now provides services to more than 5,000 customers. Rallis has updated SK services according to the gap needs of grape farmers. The Company has introduced Aquafert Grape Fertigation grades which is a complete solution for Nutrient management of Grapes.

Drishti:

Drishti is the Company''s flagship digital initiative aimed at climate-smart agriculture. In collaboration with Tata Consultancy Services Limited, Rallis co-developed Drishti, a state-of-the-art decision intelligence and crop monitoring system that harnesses the power of space borne remote sensing and artificial intelligence (AI) to generate predictive advisories on crop conditions, soil moisture, pest outbreaks and more. Rallis has been utilising

Drishti for internal planning to improve resilience toward climate change, monitoring hybrid seed production farms and providing advisories to farmers and seed growers. During the year under review, the Company was conferred with the CII-DX award under the ''Most Innovative'' category and the NASSCOM Enterprise Cloud Adoption Awards ''22 for leveraging Drishti to monitor its HSP farms and for internal planning.

Financial Statements

The Company did not have any subsidiary, associate or joint venture company as on March 31,2023 and hence is not required to consolidate its financial statements with any other company.

Credit Ratings

There were no changes in the credit ratings of the Company during the year under review. As on March 31,2023, the Company had a short-term credit rating of A1 and a long-term rating of AA / Stable by CRISIL Limited for bank loan facilities aggregating to '' 440 crore. The Company had a short-term credit rating of A1 for the Commercial Papers of '' 75 crore issued and repaid during the year.

Particulars of Loans, Guarantees or Investments

During the year under review, the Company has not made any investment. Further, the Company has not given any loan or corporate guarantee or provided any security during the year.

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

Related Party Transactions

The Company formulated a Policy on Related Party Transactions in accordance with the Companies Act, 2013 (''the Act'') and the SEBI Listing Regulations including any amendments thereto for identifying, reviewing, approving and monitoring of Related Party Transactions (''RPTs''). The said Policy is available on the Company''s website at https://www.rallis.com/Upload/PDF/ Related-Partv-Transactions-Policv.pdf. During the year under review, the Company also appointed Ernst & Young LLP (EY) as an external independent agency to review and validate the RPT processes and compliances with the applicable provisions as a measure of good governance.

Internal Financial Controls

The Company''s internal financial controls framework is based on the ''three lines of defence model. The Company has laid down Standard Operating Procedures, policies, roles, responsibilities and authorities to guide the operations of the business.

Process owners are responsible to ensure compliance with the policies and procedures laid down by the Management. Robust and continuous internal monitoring mechanisms ensure timely identification of risks and issues. The Statutory and Internal Auditors undertake rigorous testing of the control environment of the Company. During the year, two external firms viz. Ernst & Young LLP and Mahajan & Aibara LLP, were engaged to perform the defined reviews. Independence of the Internal Auditor is ensured by way of direct reporting to the Audit Committee.

The Audit Committee reviews the adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of the audit recommendations including those relating to strengthening of the Company''s risk management policies and systems. The ultimate objective being, a Zero Surprise, risk controlled organisation.

Further details of the internal control systems are provided in the Management Discussion & Analysis which forms part of this Integrated Annual Report.

Directors'' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, audit conducted by the Internal, Statutory, Cost and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and operating effectively during FY 2022-23.

Accordingly, pursuant to Sections 134(3)(c) and 134(5) of the Act, the Directors, to the best of their knowledge and ability, confirm that for the year ended March 31,2023:

(i) i n the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair

RPTs entered pursuant to omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review. All the RPTs under Ind AS-24 have been disclosed in note no. 38 to the Financial Statements forming part of this Integrated Annual Report.

The RPTs entered into during the year under review were on arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act read with the rules framed thereunder and the SEBI Listing Regulations. Further, the Company did not enter into any contracts or arrangements with related parties in terms of Section 188(1) of the Act and no material related party transactions were entered into during the year under review. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act in Form No. AOC-2 is not applicable to the Company for FY 2022-23 and hence does not form part of this Integrated Annual Report.

In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details of RPTs as per the prescribed format to the stock exchanges on a half-yearly basis.

Risk Management

The Company has a comprehensive Risk Management framework that seeks to minimise adverse impact on business objectives and capitalise on opportunities.

The Company has implemented a mechanism for risk management and formulated a Risk Management Policy. The said policy provides for creation of a risk register, identification of risks and formulating mitigation plans. Major risks identified by the business and functions are systematically addressed through mitigation actions on a continuing basis. The risk register is refreshed periodically to ensure that the risks remain relevant at all times and corresponding mitigation measures are timely and effective so that the risk profile is within identified tolerance levels.

The Company has set up a Risk Management Committee which is chaired by Dr. Punita Kumar Sinha, Independent Director, to monitor the risks and their mitigation actions as well as formulating strategies towards identifying new and emergent risks. Further, the Board is apprised of any actual / emergent risk that may threaten the long term plans of the Company.

The major risks forming a part of the Enterprise Risk Management process are linked to the audit universe and are also covered as part of the annual risk based audit plan.

Details of the risks identified and mitigation plans are set out on page 48 of the Integrated Report.

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;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) t hey have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Governance, Compliance and Ethics

The Governance, Corporate Secretarial and Legal functions of the Company ensure maintenance of good governance within the organisation. They assist the business in functioning smoothly by ensuring compliance and providing strategic business partnership in the areas including legislative expertise, corporate restructuring, regulatory changes and governance.

The Company has also adopted the governance guidelines on Board effectiveness to fulfill its responsibility towards its stakeholders. At Rallis, human rights are also an integral aspect of doing business and the Company is committed to respect and protect human rights to remediate adverse human rights impacts that may be resulting from or caused by the Company''s businesses. In furtherance to this, the Company has adopted the ''Business and Human Rights Policy'' which aligns with the principles contained in the Universal Declaration of Human Rights, International Labour Organisations (ILO), Declaration on Fundamental Principles and Rights at Work and the United Nations Guiding Principles on Business and Human Rights and is consistent with the Tata Code of Conduct.

The Company has in place an online compliance management system for monitoring the compliances across its various plants and offices. A compliance certificate is also placed before the Board of Directors every quarter. In compliance with the SEBI Listing Regulations, the Corporate Governance Report and the Auditor''s Certificate form part of this Integrated Annual Report.

Management Discussion & Analysis

The Management Discussion & Analysis as required under the SEBI Listing Regulations forms part of this Integrated Annual Report.

Business Responsibility & Sustainability Report

The Company endeavours to cater to the needs of the communities it operates in thereby creating maximum value for the society along with conducting its business in a way that creates a positive impact and enhances stakeholder value. As per Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility & Sustainability Report depicting initiatives taken by the Company from an environmental, social and governance perspective which has been assured by Ernst & Young LLP forms part of this Integrated Annual Report.

Directors and Key Managerial Personnel Directors

Re-appointment:

In accordance with the provisions of Section 152 of the Act and in terms of Article 112(2) of the Articles of Association of the Company, Mr. Bhaskar Bhat, Non-Executive Director of the Company (Chairman), retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment and his term would be up to and inclusive of August 29, 2024 in view of the retirement age policy for Directors adopted by the Company.

Independent Directors:

Dr. Punita Kumar Sinha, Dr. C. V. Natraj and Ms. Padmini Khare Kaicker, Independent Directors of the Company, have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made thereunder and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is of the opinion that all Directors including the Independent Directors of the Company possess requisite qualifications, integrity, expertise and experience in the fields of science and technology, industry experience, strategy, finance and governance, IT and digitalisation, human resources, safety and sustainability, etc.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs (''IICA'') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended. They are exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA.

Details of Familiarisation Programme for the Independent Directors are provided separately in the Corporate Governance Report.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Board.

Key Managerial Personnel (''KMP''):

Mr. Yashaswin Sheth resigned as the Company Secretary with effect from the close of business hours on September 29, 2022 to pursue an opportunity within the Tata Group. The Board places on record its appreciation for Mr. Sheth''s contribution during his association with the Company. The Board, on recommendation of the Nomination & Remuneration Committee (''NRC''), appointed Mr. Srikant Nair as the Company Secretary of the Company with effect from September 30, 2022.

In terms of the provisions of Sections 2(51) and 203 of the Act, the following are the KMP of the Company:

â¢ Mr. Sanjiv Lal, Managing Director & CEO

â¢ Ms. Subhra Gourisaria, Chief Financial Officer

â¢ Mr. Srikant Nair, Company Secretary

Procedure for Nomination and Appointment of Directors:

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC is also responsible for reviewing the profile of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board.

At the time of appointment, specific requirements for the position including expert knowledge expected are communicated to the appointee.

The Board has also reviewed the list of core skills, expertise and competencies of the Board of Directors as are required in the context of the businesses and sectors applicable to the Company which were mapped with each of the Directors on the Board. The same is disclosed in the Corporate Governance Report forming part of this Integrated Annual Report.

Criteria for determining Qualifications, Positive Attributes and Independence of a Director:

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the SEBI Listing Regulations.

Independence: In accordance with the above criteria, a Director will be considered as an ''Independent Director'' if he / she meets the criteria for Independence as laid down in the Act and Rules framed thereunder, as amended and Regulation 16(1)(b) of the SEBI Listing Regulations.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the NRC considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behaviour, strong interpersonal and communication skills and soundness of judgement. Independent Directors are also expected to abide by the ''Code for Independent Directors'' as outlined in Schedule IV to the Act.

Annual Evaluation of Board Performance and Performance of its Committees and Directors:

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long-term strategic planning, etc. The criteria for performance evaluation of the Committees included aspects such as structure and composition of Committees, effectiveness of Committee Meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of the NRC had one-on-one meetings with the Executive and Non-Executive, Non-Independent Directors.

ln a separate Meeting, the Independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole. They also evaluated the performance of the Chairman taking into account the views of the Managing Director and Non-Executive Directors. The NRC reviewed the performance of the Board, its Committees and the Directors. The same was discussed in the Board Meeting that followed the Meeting of the lndependent Directors and the NRC, at which the feedback received from the Directors on the performance of the Board and its Committees was also discussed. The Company follows a practice of implementing each of the observations from the annual evaluation by calendarising its implementation through the Action Taken Report which is reviewed by the Board of Directors from time to time.

The Annual Performance Evaluation is conducted in a paperless manner with documents being securely uploaded and accessed

electronically. This has resulted in saving paper, reducing the cycle time of the process and increasing confidentiality of the information.

Remuneration Policy

The Company has adopted a Remuneration Policy for the Directors, KMP and other employees, pursuant to the provisions of the Act and the SEBI Listing Regulations. The Remuneration Policy is attached as Annexure A which forms part of this Report.

Board and Committee Meetings

Regular meetings of the Board and its Committees are conducted to discuss and approve various strategies, policies, financial matters and such other businesses. A calendar of Board and Committee Meetings to be held during the year was circulated in advance to the Directors.

a. Details of Board Meetings

During the year under review, eight (8) Board Meetings were held, details of which are provided in the Corporate Governance Report.

b. Composition of Audit Committee

As on March 31, 2023, the Audit Committee comprised four (4) Members out of which three (3) were Independent Directors and one (1) was a Non-Independent, NonExecutive Director. During the year, seven (7) Audit Committee Meetings were held, details of which are provided 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.

c. Composition of Corporate Social Responsibility (''CSR'') Committee

During the year under review, the CSR Committee comprised three (3) Members out of which one (1) was an Independent Director. During the year under review, two (2) CSR Committee Meetings were held, details of which are provided in the Corporate Governance Report.

There have been no instances during the year when recommendations of the CSR Committee were not accepted by the Board.

Details on other committees including their composition, number of meetings held and terms of reference are included in the Corporate Governance Report.

Corporate Social Responsibility

CSR and Affirmative Action (''AA'') continued to be an integral part of the business journey of the Company. The Company has aligned its CSR and AA strategy and operations with Tata Chemicals Society for Rural Development (''TCSRD''). The CSR framework of TCSRD as followed by the Company addresses a majority of the Sustainability goals.

Employees are one of the key stakeholders and they extend great support to the CSR and AA initiatives by their active participation through volunteering. During the year under review, the Company has achieved more than 12,600 volunteering hours through various activities in which 755 employees actively participated.

Under Natural Resource Management, the Company has focussed on water conservation through rainwater harvesting (''Jal Dhan''), recharging groundwater and soil conservation.

In Education, the Company has focussed on Science, English, Mathematics and initiatives for special children. The Company has been engaged in capacity building of school teachers and has provided necessary training to teachers. The Company has also supported schools by providing teachers, especially in the stream of Science, English and special teachers for special children. The Company has branded its educational interventions as ''RUBY'' (Rallis Ujjwal Bhavishya Yojana).

Under Unnat gram initiative, the Company works to convert a backward Tribal Village into a Model Tribal Village.

Under the Integrated Village Development, the Company focusses on Education, Health and Skilling. During the year under review, the Company worked in 8 villages from Warangal and Karimnagar districts of Telangana.

The above projects are in accordance with Schedule VII to the Act. The Annual Report on CSR activities is attached as Annexure B which forms part of this Report.

The CSR Policy is available on the website of the Company at https://www.rallis.com/CSRPolicy.

Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSH Act'') and Rules made thereunder, the Company has constituted requisite Internal Committees (ICs). The Company''s POSH Policy is gender neutral, detailing the governance mechanisms for prevention and redressal of sexual harassment issues. All persons whether employed as permanent, contractual, temporary or trainees are covered under this policy. While maintaining the highest governance norms, the Company has appointed an external independent person with prior experience in the areas of women empowerment and prevention of sexual harassment as the external member on all the Internal Committees.

To build awareness in this area, the Company has been conducting related training programmes across locations in the organisation on a continuous basis. Moreover, the POSH e-learning module has also been uploaded on the Learning Management System (LMS) and is used extensively by employees including new entrants.

No complaints were pending at the beginning of the year. During the year under review, no complaints with allegations of sexual harassment were received by the Company and accordingly no complaints were pending as at the end of the year.

The said Policy is available on the website of the Company at https://www.rallis.com/posh-policy.

Vigil Mechanism and Whistleblower Policy

The Company has adopted a Whistleblower Policy as a part of its vigil mechanism. The purpose of this Policy is to enable any person including the directors, employees, other stakeholders, etc. to raise concerns regarding unacceptable or improper practices and / or any unethical practices, fraud or violation of any law, rule or regulation.

The Chief Ethics Counsellor''s contact details have been mentioned in the Policy for easy access. Furthermore, employees are free to communicate their complaints directly to the Chairperson of the Audit Committee as stated in the Policy. The Audit Committee reviews reports made under this Policy and implements corrective actions wherever necessary.

The Company believes in the conduct of its affairs by adopting the highest standards of professional conduct, honesty, integrity

and ethical behaviour, in line with the Tata Code of Conduct. All the stakeholders are encouraged to raise their concerns or make disclosures on being aware of any potential or actual violation of the Company''s Code of Conduct, policies or the law. Periodic awareness is also conducted for the same.

Additionally, the Company provides access to the third party helpline "Integrity Matters" through phone, web based, email facility for its Directors and employees across all locations.

Details of the Vigil Mechanism and Whistleblower Policy are made available on the Company''s website at https://www.rallis. com/WhistleblowerPolicy.

Auditors

(1) Statutory Auditors:

At the 74th AGM of the Company held on June 24, 2022, pursuant to the provisions of the Act and the Rules made thereunder, B S R & Co. LLP, Chartered Accountants (''BSR'') (Firm Registration No. 101248W/W-100022), were re-appointed as Statutory Auditors of the Company for a second term of five (5) consecutive years i.e. from the conclusion of the 74th AGM till the conclusion of the 79th AGM to be held in the year 2027.

The Audit Report of BSR on the Financial Statements of the Company for FY 2022-23 forms part of this Integrated Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

(2) Cost Auditors:

The Company is required to maintain cost records as specified by the Central Government as per Section 148(1) of the Act and the rules framed thereunder and accordingly, the Company has made and maintained such cost accounts and records.

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, based on the recommendations of the Audit Committee, the Board of Directors appointed D. C. Dave & Co., Cost Accountants (Firm Registration No. 000611), being eligible, to conduct Cost Audits relating to the business of the Company for the year ending March 31,2024.

141(3)(g) of the Act. They have further confirmed their independent status and an arm''s length relationship with the Company. The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution for seeking Members'' ratification for the remuneration payable to D. C. Dave & Co. is included in the Notice of the 75th AGM forming part of this Integrated Annual Report.

(3) Secretarial Auditors:

I n terms of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Parikh & Associates (Firm Registration No. P1988MH009800), a firm of Company Secretaries in Practice, has been appointed as Secretarial Auditors of the Company. The Report of the Secretarial Auditors is enclosed as Annexure C which forms part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act, details of which are required to be mentioned in this Report.

Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2023 is available on the Company''s website at https://www.rallis.com/MGT2023.htm.

Other Disclosures

â¢ No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations

â¢ No applications were made or any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016

â¢ No deposits have been accepted from the public during the year under review and no amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2023

â¢ There has been no change in the nature of business of the Company as on the date of this Report

â¢ There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report

Secretarial Standards of ICSI

The Directors have 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.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached as Annexure D which forms part of this Report.

Particulars of Employees and Remuneration

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure E which forms part of this Report.

will be open for inspection upon request by the Members. Any Member interested in obtaining the same may write to the Company Secretary at investor [email protected]. None of the employees listed in the said Annexure is related to any Director/ KMP of the Company.

Acknowledgements

The Directors appreciate and value the contribution, dedication, support, hard work and commitment made by all the employees towards continuous improvement in all functions and areas as well as efficient utilization of the Company''s resources for sustainable and profitable growth.

The Directors would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, government authorities, farming community, business partners, shareholders, customers and other stakeholders. The Directors look forward to continuance of the supportive relations and assistance in the future.

On behalf of the Board of Directors

Bhaskar Bhat Chairman

Mumbai, April 27, 2023 DIN: 00148778

Mar 31, 2022

The Directors present their Seventy-Fourth (74th) Annual Report on the business and operations of Rallis India Limited (''the Company'') along with the Audited Financial Statements for the Financial Year (''FY'') ended March 31,2022.

Financial Results

('' in crore)
Particulars	Standalone		Consolidated
	Year ended March 31, 2022	Year ended March 31, 2021	Year ended March 31, 2022	Year ended March 31, 2021
Revenue from operations	2,603.93	2,429.43	2,603.93	2,429.44
Other Income	27.44	40.44	27.46	40.45
Total Income	2,631.37	2,469.87	2,631.39	2,469.89
Profit before finance cost, depreciation and tax	301.58	363.43	301.51	363.33
Finance costs	4.79	5.21	4.79	5.21
Depreciation	74.31	64.07	74.31	64.07
Profit before exceptional items and lax	222.48	294.15	222.41	294.05
Ixceplional items	0.00	9.45	0.00	9.45
Profit before tax	222.48	303.60	222.41	303.50
Provision for tax	62.18	77.03	62.18	77.04
Deferred tax	(3.97)	(2.10)	(3.97)	(2.10)
Profit for the year	164.27	228.67	164.20	228.57
Profit for the year attributable to:
- Owners of the Company	164.2 7	228.67	164.20	228.58
- Non-controlling interests
Other comprehensive income (''OCI'')	(0.65)	1.12	(0.56)	1.40
Total comprehensive income	163.62	229.99	163.64	229.96
Profit for the year	163.62	229.99	163.64	229.96
Balance of Profit brought forward from previous year	1,128.50	947.14	1,213.04	1,031.77
	1,292.12	1,177.13	1,376.68	1,261.75
Appropriations
Others	(0.01)	0.00	0.55	0.00
Dividend on equity shares*	(58.34)	(48.62)	(58.34)	(48.62)
Transfer to reserve for equity instruments through OCI	0.00	(0.01)	(0.09)	(0.08)
Balance profit carried forward to balance sheet	1,233.77	1,128.50	1,318.80	1,213.04
* Dividend declared in the previous year and paid during the respective reporting year

Dividend

The Directors are pleased to recommend a dividend of '' 3 per share (i.e. 300%) on the Equity Shares of the Company of '' 1 each for the year ended March 31, 2022 (previous year '' 3 per share i.e. 300%). If the dividend, as recommended above, is declared at the ensuing Annual General Meeting (''AGM''), the total outflow towards dividend on Equity Shares for the year would be '' 58.34 crore (previous year '' 58.34 crore).

Dividend Distribution Policy

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits for FY 2021-22 in the profit and loss account.

Share Capital

The paid-up Equity Share Capital as on March 31, 2022 was '' 19.45 crore. During the year under review, the Company has not issued any shares.

Coping with challenges in the short term and transforming for the long term

During the year under review, the Company continued to move ahead with resilience. The Company recorded a double digit growth in its Domestic Crop Care business and positive momentum in exports. The Company also drove commercialisation of key capital projects. This has been achieved despite the challenges posed by the pandemic and other volatile business factors. The Company continued to leverage its strengths and expertise for supporting business growth as well as prioritising safety and well-being of its employees and other stakeholders. The Company is also working to navigate the volatility and uncertainty arising from the recent geopolitical crisis. The journey of innovation and transformation continues to remain a thrust area through various initiatives such as enhancing manufacturing capacities, digitalisation, launching new products, enhancing brand visibility, etc. During the year under review, a state-of-the-art formulation plant was inaugurated in Dahej, Gujarat.

The Company endeavours to accelerate its journey and enhance value in areas of environmental sustainability, societal initiatives and long-lasting partnerships along with continuous focus on cost optimisation across the value chain.

Company''s Performance

The Company''s consolidated revenue from operations for FY 2021-22 was '' 2,604 crore compared to '' 2,429 crore in the previous year, an increase of 7.2% over the previous year. The Company''s Profit before exceptional items on a consolidated basis was '' 222 crore during the year compared to '' 294 crore in the previous year. The Company earned a net profit after tax of '' 164 crore, lower by 28.2%, as against a net profit after tax of '' 229 crore in the previous year.

Business Operations A. Crop Care

During the year under review, the Domestic Crop Care business achieved a revenue of '' 1,468 crore as against '' 1,287 crore during FY 2020-21, a growth of 14%. The International business achieved a revenue of '' 787 crore during the year under review as against '' 741 crore during FY 2020-21, a growth of 6.2%.

1. Crop Protection

Domestic Formulation:

India is a vast nation with high growth potential for the crop protection industry on the back of its diverse agro-climatic conditions as well as its increasing impetus on improvements in agricultural productivity and doubling the farmer''s income. India''s capability in low cost manufacturing, availability of technically trained resources, domestic demand, sufficient capacity, reasonable price realisations and a strong presence in generic pesticide manufacturing are the major factors boosting the crop protection market growth.

The Company registered 12.3% growth over the previous year with the help of its new product introductions, commercial interventions, supportive trade policies and by enhancing channel reach and engagement.

The agricultural sector has experienced a buoyant growth in the past two years. In FY 2021-22, the sector, which is the largest employer of workforce, contributed to 16% in Gross Value Added (GVA) of the country. As per the second Advance Estimate, GVA from agriculture, forestry and fishing was estimated at '' 39.64 lakh crore (at current price) in FY 2021-22.

As per second Advance Estimates for FY 2021-22, total food grain production in the country is estimated at a record 316.06 million tonnes which is 5.32 million tonnes higher than that during FY 2020-21. The production of rice, wheat and coarse cereals has increased at compound annual growth rates (''CAGR'') of 3.2%, 2.8% and 1.5%, respectively during the last five years i.e. from FY 2017-18 to FY 2021-22. The CAGR for pulses, oilseeds and cotton has been 1.5%, 4.2% and 0.9% respectively, during the same period.

The 2021 annual rainfall over the country as a whole was 99% of its Long Period Average (''LPA'') value for the period from 1961-2010. The Southwest monsoon season (June to September) rainfall was normal over Northwest India (96%) and Central India (104%). Season rainfall was below normal over East and Northeast India (88%) and above normal over South Peninsula India (111%). The Southwest monsoon seasonal rainfall over the monsoon core zone, which consists of most of the rain-fed agriculture regions in the country, was above normal. Out of the total 36 meteorological subdivisions, 20 subdivisions constituting 58% of the total area of the country received normal season rainfall, 10 subdivisions received excess rainfall (25% of the total area) and 6 subdivisions received deficient season rainfall (17% of the total area). Further, the season was very uniquely placed in the historical record for its distinct and contrasting month-to-month variation over India as a whole. The rainfall across the country as a whole was 110%, 93%, 76% and 135% of the LPA during June, July, August and September respectively.

Further, the total live storage in 140 important reservoirs in different parts of the country during the week ended March 24, 2022 was 83.523 Billion Cubic Meter (''BCM'') (47% of the storage capacity at full reservoir level) as against 78.198 BCM during the corresponding date of the previous year and 65.421 BCM which is the average storage of the last 10 years. Storage during the year was nearly 107% of last year''s storage and 126% of the average of the last 10 years.

Thus, during FY 2021-22, Indian agriculture experienced a relatively normal monsoon in aggregate which resulted in normal crop acreage in Kharif and increased acreage in Rabi due to better water availability. However, distribution of rainfall was uneven which resulted in crop loss and low consumption of pesticides.

I n this background, the Insecticides portfolio witnessed a growth of 9% over the previous year. It has grown in key crops like Paddy, Cotton, Pulses, Chillies and Soybean. However, incessant rainfall during the peak consumption

time of Cotton, challenges in acceptance of granule insecticides in Paddy for Stem Borer, ''low to almost no'' infestation of fall armyworms in Maize and low pest load on Rabi Pulses limited the growth.

The Fungicides portfolio grew 10% over the previous year. It grew in key crops like Fruits and Vegetables segment and Soybean. Continuous rainfall during the consumption and ''low to no'' disease incidence in Paddy, severe Chilli crop damage due to Black Thrips, drastic drop in Cumin acreages, etc. impacted the overall Fungicides category negatively. Further, the consumption of high end molecules reduced in key geographies while the consumption of generics increased comparatively.

The Herbicide portfolio grew 26% over the previous year. The flagship brands like Panida Grande, Tata Metri and Taarak registered a strong growth. However, the Maize herbicides segment was impacted due to continuous dry spell in key geographies during the Kharif season. Liquidation of wheat herbicides was impacted due to unusual rains.

International Business:

The preliminary view of the global crop protection market is that it is estimated to have increased by 8% to reach a total value of USD 65.8 billion during calendar year 2021 compared to USD 60.8 billion during calendar year 2020. Overall, the agrochemical market, both crop and non-crop segments have grown to USD 73.4 billion in 2021 from USD 68.0 billion in 2020.

During the year under review, the market in North American Free Trade Agreement (''NAFTA'') States improved compared to the previous year, benefiting from a continuing rise in maize and soybean areas and positive prices in the USA. High prices for key agrochemicals have led to a better realisation, particularly for generic products, boosting the overall value of the market. The markets in Central and South America have been held back somewhat by dry weather conditions and continued currency issues. Additionally, the European crop protection market has also benefited from favourable agricultural conditions, higher planted areas and the normalisation of inventories. In the Middle East, pest incidence generally has been less severe than in 2020, leading to a slowdown in use of insecticides. In Australia, the crop protection market has benefited from much improved conditions following the effects of severe drought during the previous year, particularly in the key cropping states whereas China benefited from increased government support for maize where crop protection usage is generally more and uses higher cost of inputs. Asia Pacific market such as Vietnam, Thailand, Indonesia, Philippines and Malaysia have benefited from a significant improvement in weather conditions and water availability. Favourable conditions for planting have generally been prevalent throughout Africa. In South Africa, favourable weather boosted the local maize crop.

In terms of market performance, 14.1% revenue growth was witnessed in Asia Pacific. A growth of 8.7% was witnessed in Europe, 5.0% in NAFTA States, 4.6% in Middle East / Africa and 4.4% in Central and South America.

During the year under review, the Company''s International business registered a growth of 6.2% over the previous year. Out of the total revenues recorded during the year, a significant share of 39% was witnessed in NAFTA States followed by Asia, Middle East, Latin America, Africa and Europe. The Company gained 17 new registrations in the overseas market in FY 2021-22. The Company also clocked the highest ever growth in branded formulations sales. Developing the branded sales business in targeted countries in African and South East Asian regions continues to be a focal point of the Company. Simultaneously, future growth is envisaged by offering Active Ingredients to the existing as well as prospective customers across the globe.

. Crop Nutrition

The Crop Nutrition business of the Company consists of Bio fertilisers, Bio stimulants, Micronutrients, Water soluble fertilisers, Organic fertilisers and Biopesticides.

During FY 2021-22, the Crop Nutrition business achieved an impressive growth of 20.5%. 6 new products were added to the portfolio - Aquafert Cotton, Aquafert Apple, Ralli Derma, Ralli Flomonas, Ralli Pecilo and GeoGain K . All these new products were well accepted by traders and farmers. Research and Development activities were intensified and more than 20 products covering multiple segments across categories were chosen for development and commercialisation.

While the manufacturing of a few products currently takes place at the Company''s unit located at Akola, the Crop Nutrition business follows an asset-light model wherein multiple strategic partners and third party arrangements support its supply chain. Crop calendar and crop life cycle based product promotion approach at territory level, demonstrations, distance marketing and promotion of integrated nutrition management and integrated pest

management continued to be implemented during the year under review.

Biopesticides:

The Biopesticides segment which the Company entered in 2021 fared encouragingly during the year under review. In FY 2021-22, many regions were engaged in the sale of biopesticides and the feedback received based on the experience of various customers has been encouraging.

B. Seeds

The Seeds business is a research based operation of the Company. The Company develops, produces and distributes hybrid seeds of Paddy, Maize, Millet, Cotton, Mustard and Vegetables in more than 200 territories across 15 states of the country as well as in Nepal. The Company is one among the few Indian seed companies engaged in conventional and biotechnology based research and development, supported by institutional, national and international collaborations for germplasm access.

The year was unpredictable and a challenging one for seeds, particularly due to the erratic and uneven distribution of monsoon. Crop shifts, Covid-19 situation, erratic monsoon, illegal HTBt cotton and reduced hybridisation impacted majority of the seeds industry players. In this backdrop, the revenues of the seeds business shrunk by 13%. Despite the internal and external challenges, the Company managed good realisations across the crop categories which helped manage its Gross Margins. Maintaining the Covid-19 safety protocols throughout the year continued to be the Company''s first priority along with securing a threshold base for its hybrids across the territories in the declining market so as to enable the Company to grow when the market returns to normal. Its second priority was to remain profitable through disciplined management of fixed costs. Third priority was to ensure availability of products for the next financial year. The Company launched 6 products for different market segments of India.

The brand architecture for seeds business was revamped to emphasise the parentage and simplify the pack designs which is being progressively rolled out. The Company also piloted the "One Rallis" project in the eastern part of the country, a common front-facing operation for both crop care and seeds. The Company''s supply chain continued to focus on certainty and reliability in seeds production and operations.

Looking ahead, even though the volatility and uncertainty is expected to continue, the business has evolved plans to emerge stronger. With its wide core product portfolio and emerging strong products in the existing and new market segments and renewed focus on cost optimisation, productivity, performance and people, the Company envisages being able to absorb shocks and demonstrate good performance in the seeds business.

Farmer Engagement

The Company believes in empowering the farmers and providing them with necessary knowledge for enhancing farm prosperity. During the year under review, through its Farmer Engagement Programme in both Crop Care as well as Seeds, the Company undertook the following initiatives:

â¢ Rallis Samrudh KrishiÂ®(''RSK 2.0''): The Company continued to follow a refreshed approach to RSK 2.0. A bottom-up planning was done to align the Company''s Customer Connect activities with the season''s progress. Engagement activities were planned and executed in 3 broad categories viz. i) crop advisor led activities, ii) sales team led activities and iii) distance marketing based initiatives.

The Company''s crop advisors visited Rallis Marga Pradarshak farmers, a select set of farmers, on a regular basis providing solutions based on the stage and condition of the crop. This initiative was supported by Dr. Vishwas, (Company''s farmer advisory helpline). These engagement initiatives were also supported by various digital interventions such as social media presence through Facebook, YouTube and Instagram, query & complaint resolution through Rallis Krishi Samadhan (a mobile app), etc. Progress on field level activities were monitored through Sampark and E-Sparsh digital platforms.

â¢ Samrudh Krishi: Samrudh Krishi (''SK'') is a weather-based agro advisory programme to support grape growers. SK was initiated in FY 2011-12 and ever since continuous improvements have been made. Farmers are well connected with this service since inception and have been reaping its benefits. During the year under review, the Fertigation Grape schedule i.e. "Aquafert Grapes 1st to 4th Grades" was introduced which is a new concept and a complete solution for grape nutrition. During FY 2021-22, more than 3,800 farmers have directly benefited through the SK programme. SK activities were carried out with use of masks along with physical distancing during the pandemic. Despite pandemic-led movement restrictions, continuous connection with the customers was maintained through digital platforms.

â¢ Drishti: Drishti is a Decision Intelligence and Crop Monitoring System which harnesses the power of space borne remote sensing and Artificial Intelligence (AI). It is a co-development initiative between Rallis and TCS Digital Farming Initiative. During the Rabi season, around 1,400 acres of paddy hybrid seed production fields were under Drishti''s surveillance.

Drishti generates insight to the hybrid seed production team at a predetermined frequency, speeds up the decision-making and significantly saves time and human efforts. Further, its high spatiotemporal resolution of farm scan and yield monitoring process allows the Company to have near real-time monitoring of the scattered and distant production plots. Additionally, seasonal weather forecasts and the risk advisories generated by Drishti enable the Company to select the right seed production location, minimising the loss in yield, etc.

â¢ Seeds Production Programme: As part of the hybrid seed production programme, the Company is engaged with about 14,000 growers from more than 1,300 villages. During the hybrid seed production cycle, the field team regularly guides the farmers in various regions of Andhra Pradesh, Telangana, Gujarat, Odisha, Maharashtra and Karnataka with better agronomic practices as well as effective and efficient use of agricultural input for better profitability. The seed production programme is carried out in many tribal areas as well, which helps the community to improve and uplift their skills and income.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiary are prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (''Ind AS''). The Audited Consolidated Financial Statements together with the Auditor''s Report thereon form part of this Integrated Annual Report.

The Consolidated Financial Statements include financials of PT Metahelix Lifesciences Indonesia.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16( 1 )(c) of the SEBI Listing Regulations. The Policy, as approved by the Board is uploaded on the Company''s website at https://www.rallis.com/ PolicyonMaterialSubsidiaries . A report on the financial position of PT Metahelix Lifesciences Indonesia as per Section 129(3) of the Companies Act, 2013 (''the Act'') is provided in Form AOC-1 which is attached to the financial statements.

The Company does not have any subsidiary, associate or joint venture company as on March 31,2022.

Status of Subsidiary

PT Metahelix Lifesciences Indonesia (''PT Metahelix'')

PT Metahelix had received approval for cancellation of its Company Registration Number and revocation of its business licence in March 2021. Further, on March 23, 2022, PT Metahelix also received a certificate for cancellation of its Tax Identification Number and accordingly ceased to be a subsidiary of the Company effective the said date.

Credit Ratings

There were no changes in the credit ratings of the Company during the year under review. As on March 31,2022, the Company had a short-term credit rating of CRISIL A1 and a long-term rating of CRISIL AA / Stable by CRISIL Limited for bank loan facilities aggregating to '' 440 crore.

Particulars of Loans, Guarantees or Investments

During the year under review, the Company has not made any investment. Further, the Company has not given any loan or corporate guarantee or provided any security during the year.

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

Related Party Transactions

The Company formulated a Policy on Related Party Transactions in accordance with the Act and the SEBI Listing Regulations including any amendments thereto for identifying, reviewing, approving and monitoring of Related Party Transactions (''RPTs''). The said Policy has been revised in line with the amended SEBI Listing Regulations and the same is available on the Company''s website at https://www.rallis.com/RPTPolicy.

All RPTs are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are planned/repetitive in nature. A statement giving details of all RPTs entered pursuant to omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review specifying the nature, value and terms and conditions of the transactions. All the RPTs under Ind AS-24 have been disclosed in note no. 38 to the Standalone Financial Statements forming part of this Integrated Annual Report.

The RPTs entered into during the year under review were on arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act read with

the rules framed thereunder and the SEBI Listing Regulations. Further, the Company did not enter into any contracts or arrangements with related parties in terms of Section 188(1) and no material related party transactions were entered into during the year under review. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act in Form No. AOC-2 is not applicable to the Company for FY 2021-22 and hence does not form part of this Integrated Annual Report.

In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details of RPTs on a consolidated basis, as per the format specified in the relevant accounting standards to the stock exchanges on a half-yearly basis.

Risk Management

The Company has a well defined risk management framework in place to identify, evaluate, monitor business risks and challenges across the Company as well as to identify new and emergent risks. The Company''s success as an organisation largely depends on its ability to identify opportunities and leverage them while mitigating the risks that arise while conducting its business.

The Risk Register is revisited periodically to ensure that the risks remain relevant at any point in time and corresponding mitigation measures are effective. This provides a proactive and value adding independent review process which enables maintaining the risk profile at an acceptable level in a rapidly changing environment. Further, for appropriate identification and mapping of risks, the Company designs a Risk Slate focussing on two parameters -likelihood of the incident/event and its impact on the business. Risks that fall under both these parameters are tagged as key risks for the purpose of timely tracking and preparing mitigation plans. During the year under review, the Risk Management Policy and Terms of Reference of the Risk Management Committee were revised in line with the SEBI Listing Regulations to, inter alia, set up strategic policies including focus on ESG related risks, cyber security risks and defining the role and responsibilities of the Risk Management Committee.

The Risk Management Committee is chaired by an Independent Director and the Chairperson of the Audit Committee is also a member of the said Committee. Further, the Board is apprised of any procedure that may impact the long-term plans of the Company.

The major risks forming part of the Risk Management process are linked to the audit universe and are also covered as part of the annual risk based audit plan.

Details on the risks identified and mitigation plan are set out on Page 20of the Integrated Report.

Internal Financial Controls

The Company''s internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate. The Company has implemented robust processes to ensure that all internal financial controls are working effectively.

Two external firms viz. Ernst & Young LLP and Mahajan & Aibara, Chartered Accountants, LLP were engaged to assist the Internal Auditor of the Company to oversee the internal financial processes, policies and recommend robust internal financial controls from time to time for ensuring an orderly and efficient conduct of its business. Independence of the Internal Auditor is ensured by way of direct reporting to the Audit Committee.

These internal financial controls help in safeguarding assets, prevention & detection of frauds and/or errors, maintaining the accuracy and completeness of the accounting & financial records. These controls also help in the timely preparation of transparent, complete and accurate financial information and statements as per the stipulated accounting standards and principles. The Audit Committee of the Board evaluates the internal financial controls system periodically.

Further, the Audit Committee approves and reviews the audit plan for the year based on internal risk assessment. Audits are conducted on an ongoing basis and significant deviations, if any, are brought to the notice of the Audit Committee following which corrective action is recommended for implementation. All these measures facilitate timely detection of any irregularities and early remedial steps.

The Audit Committee has satisfied itself on the adequacy and effectiveness of the internal financial controls system laid down by the Management. The Statutory Auditors have confirmed the adequacy of the internal financial control systems over financial reporting.

Further details of the internal control systems are provided in the Management Discussion & Analysis which forms part of this Integrated Annual Report.

Directors'' Responsibility Statement

the Company''s internal financial controls were adequate and operating effectively during FY 2021-22.

Accordingly, pursuant to Sections 134(3)(c) and 134(5) of the Act, the Directors, to the best of their knowledge and ability, confirm that for the year ended March 31,2022:

(i) i n the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) t hey have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Governance, Compliance and Ethics

The Company has also adopted the governance guidelines on Board effectiveness to fulfill its responsibility towards its stakeholders. With a view to uphold human rights as an integral aspect of doing business, being committed to respect and protect human rights and remediate adverse human rights impact resulting from or caused by the Company''s businesses, the Board adopted ''Business and Human Rights Policy'' during the year under review.

In compliance with the SEBI Listing Regulations, the Corporate Governance Report and the Auditor''s Certificate form part of this Integrated Annual Report.

Management Discussion & Analysis

The Management Discussion & Analysis as required under the SEBI Listing Regulations forms part of this Integrated Annual Report.

Business Responsibility & Sustainability Report

The Company endeavours to cater to the needs of the communities it operates in thereby creating maximum value for the society along with conducting its business in a way that creates a positive impact and enhances stakeholder value. As per Regulation 34(2)(f) of the SEBI Listing Regulations, as amended, and in line with the SEBI Circulars dated May 5, 2021 and May 10, 2021, though voluntary for FY 2021-22, the Company has, as a matter of good governance, made disclosure in the Business Responsibility & Sustainability Report (''BRSR'') depicting initiatives taken by the Company from an environmental, social and governance perspective. The BRSR forms part of this Integrated Annual Report.

Directors and Key Managerial Personnel Re-appointment:

In accordance with the provisions of Section 152 of the Act and in terms of Article 112(2) of the Articles of Association of the Company, Mr. R. Mukundan, Non-Executive Director of the Company, retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

Independent Directors:

Details of Familiarisation Programme for the Independent Directors are provided separately in the Corporate Governance Report.

Key Managerial Personnel (''KMP''):

Mr. Ashish Mehta superannuated from the services of the Company as the Chief Financial Officer with effect from the close of business hours on June 14, 2021. The Board places on record its appreciation for Mr. Mehta''s contribution during his association with the Company. The Board, on recommendation of the Nomination & Remuneration Committee (''NRC'') and the Audit Committee, appointed Ms. Subhra Gourisaria as the Chief Financial Officer of the Company with effect from June 15, 2021.

In terms of the provisions of Sections 2(51) and 203 of the Act, the following are the KMP of the Company:

â¢ Mr. Sanjiv Lal, Managing Director & CEO

â¢ Ms. Subhra Gourisaria, Chief Financial Officer

â¢ Mr. Yashaswin Sheth, Company Secretary

Procedure for Nomination and Appointment of Directors:

At the time of appointment, specific requirements for the position including expert knowledge expected are communicated to the appointee.

Criteria for determining Qualifications, Positive Attributes and Independence of a Director:

Annual Evaluation of Board Performance and Performance of its Committees and Directors:

The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of the NRC had one-on-one meetings with the Executive and Non-Executive, Non-Independent Directors.

The Annual Performance Evaluation is conducted in a paperless manner with documents being securely uploaded and accessed electronically. This has resulted in saving paper, reducing the cycle time of the process and increasing confidentiality of the information.

Remuneration Policy

Board and Committee Meetings

a. Details of Board Meetings

During the year under review, seven (7) Board Meetings were held, details of which are provided in the Corporate Governance Report.

b. Composition of Audit Committee

As on March 31, 2022, the Audit Committee comprised four (4) Members out of which three (3) were Independent Directors and one (1) was a Non-Independent, Non-Executive Director. During the year, seven (7) Audit Committee Meetings were held, details of which are provided 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.

c. Composition of Corporate Social Responsibility (''CSR'') Committee

During the year under review, the CSR Committee comprised three (3) Members out of which one (1) was an Independent Director and two (2) were Non-Independent, Non-Executive Directors. During the year under review, three (3) CSR Committee Meetings were held, details of which are provided in the Corporate Governance Report.

There have been no instances during the year when recommendations of the CSR Committee were not accepted by the Board.

Details on other committees including their composition, number of meetings held and terms of reference are included in the Corporate Governance Report.

Corporate Social Responsibility

CSR and Affirmative Action (''AA'') continued to be an integral part of the business journey of the Company. The Company has aligned its CSR and AA strategy and operations with Tata Chemicals Limited and Tata Chemicals Society for Rural Development (''TCSRD''). The CSR framework of TCSRD as followed by the Company addresses a majority of the

Sustainability goals. The leadership team at the Company has been very supportive, sensitive and encourages the team to work for inclusive growth through its CSR and AA initiatives.

During FY 2021-22, over and above its usual CSR commitments, the Company also carried out various activities towards Covid-19 relief work.

Employees are one of the key stakeholders and they extend great support to the CSR and AA initiatives by their active participation through volunteering. During the year under review, the Company has achieved more than 7,960 volunteering hours through various activities in which 497 employees actively participated.

Under Natural Resource Management, the Company has focussed on water conservation through rainwater harvesting (''Jal Dhan''), recharging ground water and soil conservation. Jal Dhan benefits have reached more than 2.55 lakh villagers and harvested 3.28 million cubic meter water during FY 2021-22.

In Education, the Company has focussed on Science, English, Information Technology, educational infrastructure and initiatives for special children. The Company has been engaged in capacity building of school teachers and has provided necessary training to teachers. The Company has also supported schools by providing teachers, especially in the stream of Science, English and special teachers for special children. The Company has branded its educational interventions as ''RUBY'' (Rallis Ujjwal Bhavishya Yojana).

The Company has also initiated scholarship support to students from economically weaker sections through the Vidyasaarathi portal managed by the CSR wing of the National Securities Depository Limited.

The Company, under its AA Programme, focussed on converting a backward Tribal Village into a Model Tribal Village. This initiative focussed on tribal areas around Mumbai in Maharashtra. During the year under review, the Gujarat Government approached the Company to replicate the same in the aspirational district of Narmada. The Company has identified and initiated work in 5 villages from Narmada district of Gujarat and continued to work in 5 villages from Maharashtra catering to more than 3,700 tribals.

Under the Integrated Village Development, the Company focusses on Education, Health and Skilling along with other developmental aspects. During the year under review,

the Company identified 9 villages and 10 Gram mitras from Warangal and Karimnagar districts of Telangana. The Company will work with TCSRD and All India Institute of Local Self Governance for said project.

The above projects are in accordance with Schedule VII to the Act. The Annual Report on CSR activities is attached as Annexure B which forms part of this Report.

During the year under review, the Company revised its CSR Policy and Charter of the Committee to align with the amended Companies (Corporate Social Responsibility Policy) Rules, 2014. The revised Policy mainly included changes in definitions, CSR expenditure, treatment of surplus and setting off of excess spend, guiding principles for selection, implementation and monitoring of activities and approach, direction and annual action plan of the Board and CSR Committee of the Company. The CSR Policy is available on the website of the Company at https://www.rallis. com/csr-policy.

Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''POSH Act'') and the rules framed thereunder. Internal Committees have been set up to redress complaints received regarding sexual harassment. All persons whether employed as permanent, contractual, temporary or trainees are covered under this Policy. No complaints were pending at the beginning of FY 2021-22. Further, the Company did not receive any complaints of sexual harassment during the year under review and accordingly, there were no complaints pending as at the end of the financial year. The said Policy is available on the website of the Company at https://www.rallis. com/posh-policy.

As an endeavour to educate and empower the women employees within the organisation regarding POSH and their rights, virtual awareness sessions were also conducted during FY 2021-22.

Vigil Mechanism and Whistleblower Policy

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In line with the Tata Code of Conduct, any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the Tata Code of Conduct cannot be undermined. A Vigil Mechanism

and Whistleblower Policy has been established for Directors and employees to approach the Chief Ethics Counsellor/ Chairperson of the Audit Committee of the Company to report instances of unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or policies and provides safeguards against the victimisation of employees who avails of the mechanism. The Audit Committee reviews reports made under this Policy and implements corrective actions wherever necessary.

Along with the ethics structure, details of the third party helpline ''Integrity Matters'' is also available on the Company''s website. Further, various training and awareness sessions on Code of Conduct and related policies were conducted during the year under review. Senior Leadership Members at various occasions emphasise the importance of adherence to the Company''s Code of Conduct and its ethical ways of working.

Details of the Vigil Mechanism and Whistleblower Policy are made available on the Company''s website at https://www.rallis. com/WhistleblowerPolicy.

Auditors

(1) Statutory Auditors:

At the 69th AGM of the Company held on June 23, 2017, pursuant to the provisions of the Act and the Rules made thereunder, B S R & Co. LLP, Chartered Accountants (''BSR'') (Firm Registration No. 101248W/W-100022), were appointed as Statutory Auditors of the Company from the conclusion of the 69th AGM till the conclusion of the 74th AGM to be held in the year 2022.

The Audit Report of BSR on the Financial Statements of the Company for FY 2021-22 forms part of this Integrated Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Board of Directors of the Company at its Meeting held on April 21, 2022, based on the recommendation of the Audit Committee, re-appointed BSR as the Statutory Auditors of the Company pursuant to Section 139 of the Act for a second term of five (5) consecutive years i.e. from the conclusion of the 74th AGM till the conclusion of the 79th AGM to be held in the year 2027, subject to approval by the Members at the ensuing 74th AGM of the Company.

Accordingly, an Ordinary Resolution proposing the re-appointment of BSR as the Statutory Auditors of the

Company for a second term of five (5) consecutive years is set out in the Notice of the 74th AGM forming part of this Integrated Annual Report. The Company has received their written consent along with the eligibility certificate confirming that they satisfy the criteria provided under Section 141 of the Act and that the re-appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

(2) Cost Auditors:

D. C. Dave & Co. have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that their appointment meets the requirements of Section 141 (3)(g) of the Act. They have further confirmed their independent status and an arm''s length relationship with the Company. The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution for seeking Members'' ratification for the remuneration payable to D. C. Dave & Co. is included in the Notice of the 74th AGM forming part of this Integrated Annual Report.

(3) Secretarial Auditors:

Reporting of Frauds by Auditors

Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2022 is available on the Company''s website at https://www.rallis.com/MGT2022.htm.

Other Disclosures

â¢ No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations

â¢ No applications were made or any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016

â¢ No deposits have been accepted from the public during the year under review and no amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2022

â¢ There has been no change in the nature of business of the Company as on the date of this Report

â¢ There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report

Secretarial Standards of ICSI

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars of Employees and Remuneration

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Further, the Report and the Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining the same may write to the Company Secretary at [email protected]. None of the employees listed in the said Annexure is related to any Director/KMP of the Company.

Acknowledgements

The Directors appreciate and value the contribution, dedication, hard work, and commitment made by all the employees and acknowledge the support extended by them during these challenging times.

The Directors 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 all who have gone beyond their duties in battling against the pandemic.

Mar 31, 2019

TO THE MEMBERS OF RALLIS INDIA LIMITED

The Directors hereby present their Seventy First (71st) Annual Report on the business and operations of the Company and the financial statements for the year ended 31st March, 2019.

FINANCIAL RESULTS

(Rs. in crores)

Particulars	Standalone		consolidated
	2018-2019	2017-2018	2018-2019	2017-2018
Revenue from operations	1,671.50	1,515.94	1,983.96	1,808.46
Other Income	25.72	8.93	30.65	13.18
	1,697.22	1,524.87	2,014.61	1,821.64
Profit/ (Loss) before Finance cost, Depreciation and Tax	232.02	235.12	271.59	277.65
Finance Costs	(4.86)	(3.29)	(5.25)	(4.31)
Depreciation	(39.28)	(40.57)	(46.08)	(46.31)
Profit before exceptional items and tax	187.88	191.26	220.26	227.03
Exceptional items	-	-	-	-
Profit before Tax	187.88	191.26	220.26	227.03
Provision for Tax	(61.25)	(58.95)	(68.76)	(66.32)
Deferred Tax	2.35	9.18	3.28	6.31
Profit for the year	128.98	141.49	154.78	167.02
Profit for the year attributable to: - Owners of the Company	128.98	141.49	155.38	167.62
- Non-controlling interests	-	-	(0.60)	(0.60)
Other comprehensive income (''OCI'')	(0.86)	(0.16)	(1.48)	(0.33)
Total comprehensive income	128.12	141.33	153.30	166.69
Profit for the year	128.12	141.33	153.93	167.39
Balance of Profit brought forward from previous year	801.01	747.56	812.84	733.33
	929.13	888.89	966.77	900.72
Appropriations Transfer from equity instruments through OCI	(1.41)	(1.97)	(1.41)	(1.97)
Others Dividend on Equity Shares	(48.62)	(72.93)	0.06 (48.62)	(72.93)
Dividend Distribution Tax	(9.99)	(14.95)	(9.99)	(14.95)
Transfer to Reserve for equity instruments through OCI	1.41	1.97	1.41	1.97
Balance Profit carried forward to Balance Sheet	870.52	801.01	908.22	812.84

TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of profits for FY 2018-19 in the profit and loss account.

DIVIDEND

The Directors are pleased to recommend a dividend of Rs. 2.50 per share (250%) on the Equity Shares of the Company (previous year Rs. 2.50 per share). If the dividend, as recommended above, is declared by the Members at the Annual General Meeting the total outflow towards dividend on Equity Shares for the year would be Rs. 58.61 crores (including dividend distribution tax) (previous yearRs. 58.61 crores).

DIVIDEND DISTRIBUTION POLICY

Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') requires the top 500 listed entities, based on market capitalisation calculated as on 31st March of every financial year, to formulate a Dividend Distribution Policy and disclose the same in the Annual Report and on the website of the Company.

Accordingly, the Board of Directors of the Company has adopted a Dividend Distribution Policy (''Policy'') which aims to ensure fairness, sustainability and consistency in distributing profits to the Members. During the year under review, the Company amended the Policy to provide a target range of total dividend pay-out. The Policy is attached as Annexure A to this report and is also available on the website HESS of the Company under the "Investor Relations" section at the link http://www.rallis.co.in/ DDPolicy.htm.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2019 was Rs. 19.45 crores. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

company performance

The Company''s consolidated revenue from operations for Financial Year (''FY'') 2018-19 was Rs. 1,983.96 crores compared to Rs. 1,808.46 crores in the previous year, an increase by 9.7% over the previous year. The Company''s profit before exceptional items and tax on a consolidated basis was Rs. 220.26 crores during the year compared to Rs. 227.03 crores in the previous year, a decrease of 2.98% over the previous year. The Company earned a net profit of Rs. 154.78 crores, lower by 7.3%, as against a net profit of Rs. 167.02 crores in the previous year, on a consolidated basis.

The Company''s standalone revenue from operations for FY 2018-19 was Rs. 1,671.50 crores, an increase of 10.3% over the previous year''s revenue of Rs. 1,515.94 crores. Increase in cost and pressure on margin resulted in 8.8% lower net profit of Rs. 128.98 crores compared to Rs. 141.49 crores in the previous year.

OPERATIONS

1. CROP PROTECTION

Indian Agriculture in FY 2018-19 started on an optimistic note, reflecting a forecast of normal monsoon and commencing with good initial rainfall. Forecast of monsoon onset over Kerala for this year was very accurate, as both the forecasted and realised date of onset of monsoon over Kerala was 29th May, 2018. After a strong start, monsoon stopped advancing for 12 days till 3rd week of June which affected the initial sowings.

The season (June 2018 to September 2018) rainfall over the country as a whole was 91% of its Long Period Average (LPA). Out of the total 36 meteorological sub divisions, 23 sub divisions constituting 68% of the total area of the country received normal season rainfall, 1 sub division received excess rainfall and the balance 12 sub divisions received deficient rainfall. Monthly rainfall over the country as a whole was 95% of LPA in June, 94% of LPA in July, 92% of LPA in August and 76% of LPA in September.

The monsoon has been a mixed bag this year, swinging erratically from long dry patches to torrential rains, and on the whole it has not been well distributed. The monsoon withdrew from most parts of northwest India and adjoining central India by 1st October, and by 6th October the withdrawal was completed from major parts of India.

As per 2nd advance estimate released by the Department of Agriculture Cooperation and Farmers Welfare, India will have a food grain production of 281.37 Metric Tonne (MT) against 284.83 MT in the previous year (as per 4th advance estimate). Agriculture and allied sector''s Gross Value Added (GVA) at constant FY 2011-12 price grew at a CAGR of 2.75% between FY 2012 to FY 2018.

The year also saw reduced crop pest pressure in many areas, impacting the insecticides segment to a great extent. Inventory levels of crop protection products in the industry remained high due to poor liquidation. Chilli acreage reduced due to Gemini virus infestation and poor output price. Pest incidence in major crop pest segments like Brown Plant Hopper (BPH) and Blast on Rice, caterpillar on Pulses and Soybean, Powdery and Downey mildew of Grapes were low during the active infestation period. Hence, consumption of many important molecules came down. Pink bollworm infestation on Cotton had a major impact, affecting not only productivity, but also impacting cash flow in the market. Paddy and Cotton prices improved from the lows during the crop harvest.

The total storage in 91 important reservoirs in different parts of the country, on week ending 14th February, 2019 was 66.260 Billion Cubic Metre (BCM) (41% of the storage capacity at full reservoir level) against 63.957 BCM during the corresponding date of the previous year and 69.169 which is the average storage of the last 10 years.

Despite the irregular monsoon pattern and constrained acreages of few key crops in important geographies, the Company managed to grow in Herbicides portfolio. The Company registered a growth of 31% in herbicides segment with good performance in Tata Metri, Preet, Mark, Cylo and Panida Grande. The Company has also gained market share in cotton. Even in areas where the industry faced regulatory issues, the Company has managed to maintain its business due to acceptance of Rallis Samrudh KrishiÂ® at both channel and farmer level. In Paddy, market share improved through focused approach, inspite of low pest pressure in segments like BPH and Paddy blast. New products introduced in the previous year have received good response from farmers and will be growth drivers in the next few years. During the year under review the Company introduced one new product, Oliver, for post emergence control of grasses, which causes significant losses to commercial crops. Oliver has strengthened the Company''s herbicides portfolio.

The Company aims to bring meaningful contribution for farm productivity through higher yields, better quality produce at optimised costs leveraging Rallis Samrudh KrishiÂ® (RSK). To this effect, the Company has been working on several crops such as paddy, pulses, grapes, chilli, etc. over last few years.

International Business Division (IBD): The preliminary view of global crop protection market is estimated to have increased by 5.0% to reach a total value of US$ 56.50 billion during calendar year 2018 compared to US$ 54.21 billion during calendar year 2017. Overall consumption of Agrochemicals increased across the globe during 2018 mainly on account of good weather conditions in South East Asia, Australia, North America and Africa. An improved inventory level in Latin America particularly in Brazil has led to increase in sales.

Stringent environmental norms continue to impact production in China leading to raw material scarcity and significant price increase for both intermediates and active ingredients. Pressure to display improved profitability by listed companies in China has also impacted price escalation process.

Commodity prices recorded some improvement in the first six months. However, June onwards prices of major commodities experienced a drop. This is largely attributable to the ongoing US - China trade relations.

IBD has achieved a revenue growth of 36% over the previous year, growing to Rs. 650 crores, as against Rs. 479 crores during FY 2017-18. Significant growth is recorded in North America, Latin America particularly Brazil and Asia. During the year under review, the Company has gained 11 new registrations in strategic overseas markets. Partnership models with strategic customers that were adopted during the year helped the Company in its growth journey through leveraging each others'' strengths. IBD continues its focus on developmental activities in key geographies in Latin America, South East Asia, Europe and African markets.

2. NON-PESTICIDE PORTFOLIO (''NPP'')

NPP is an important focus area for the Company. It serves the emerging needs of the farming community through an end-to-end solutions based approach. This creates value for farmers and enables them to look at the Company as a solution provider for all their agriculture related needs. NPP sales during the year were 33% of the total revenue.

Plant Growth Nutrients (''PGNs''):

PGNs consists of Biologicals, Bio-stimulants, Micronutrients and Water soluble fertilizers which are gaining farmer level acceptance as part of Integrated Crop Management. During FY 2018-19, the Company registered 51% growth in its bio-stimulant, Tata Bahaar and 57% growth in its micronutrient, Surplus. As one of the branding initiatives, to reflect the image and value perception, the Company has in FY 2018-19 launched new packs of Tata Bahaar and Solubor, which are well appreciated by the customers. The Company will launch Aquafert brand Water soluble fertilizers business in FY 2019-20 to actively participate and service the growing needs of specialty fertilizers in farming.

Seeds:

The Company performed as per the seeds revenue plans for the year and generated 3% higher Gross Contribution over the previous year. The Company has also supported growth of Metahelix through seed brands of Rallis all these years. The Company will henceforth focus on building and growing the Seeds portfolio through the Metahelix entity. There will be an uninterrupted supply of the Seeds products to the market and internally the Company will ensure a coordinated supply chain to make this happen. The Company exited from Rallis brand seeds promotion and sales without any exit cost.

Agri Services:

Agri Services portfolio comprises the organic manure product GeoGreen, Grapes Samrudh Krishi (''Grapes SK'') initiative and MoPu (More Pulses) programme.

During the year under review, GeoGreen sales increased by about 14% over the previous year with a significant reduction in quality related complaints and improvement in supply lead time. Production units and warehouses were properly aligned with targeted geographies. Overall a strong base is built for a substantial growth in future.

Grapes SK initiative continued its good performance with substantial increase in farmers seeking this service.

A few additional modules for water management and pest management were added to make it more valuable for the farmers.

MoPu initiative continued in Maharashtra as well as in Karnataka State for Pulses Productivity Improvement Program under Public Private Partnership Integrated Agricultural Developement (''PPP IAD'') initiative, supported by the Central Government.

During the year under review, 3 Blocks (Afzalpur, Bijapur and Bhalki) from 3 Districts (Gulbarga, Bijapur and Bidar) in Karnataka were covered under PPP IAD Project with Karnataka Government for Pulses Productivity improvement for Red Gram (Pigeon Pea) and Bengal Gram (Chick Pea) which are saviour crops for farmers apart from major crops in that area. Increase in productivity and quality helps farmers for additional income generation and fetching better prices for their produce.

Productivity of Pulses increased by 18% to 20% and savings in cost of the inputs, which is more than 25%, is a direct benefit to the farmers.

A Memorandum of Understanding was signed with Government of Maharashtra for SMART Project to support FPO''s (Farmers Producers Organisations) in Vidarbha and Marathwada areas for productivity improvement through extensive field level guidance and value chain support. The Government is planning to provide warehouse facilities and other support for permanent structures at village levels to support large number of farmers.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (''Ind AS''), form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

The Annual Financial Statements of the subsidiaries and related detailed information will be kept at the registered office of the Company, as also at the registered offices of the respective subsidiary companies and will be available to Members seeking information at any time. They are also available on the website of the Company at http://www.rallis.co.in/SFS.htm.

The Consolidated Financial Statements reflect the operations of the following subsidiaries: Metahelix Life Sciences Limited, PT Metahelix Lifesciences Indonesia (subsidiary of Metahelix), Zero Waste Agro Organics Limited and Rallis Chemistry Exports Limited.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1 )(c) of the Listing Regulations. The Policy, as approved by the Board, is uploaded on the Company''s website at the weblink: http://www.rallis.co.in/Material_ SubsidiariesPolicy.htm. HSfflCEttf.

During the year under review, no Company has become or ceased to be a subsidiary of the Company. The Company does not have any associate or joint venture companies. A report on the financial position of each of the subsidiary companies as per the Companies Act, 2013 (''the Act'') is provided in Form AOc-1 attached to the financial statements.

PERFORMANCE OF SUBSIDIARIES

(1) Metahelix Life Sciences Limited (''Metahelix'')

The consolidated revenue of Metahelix for FY 2018-19 increased from Rs. 319.42 crores to Rs. 336.57 crores, an increase of 5.4% over the previous year. Profit for the year attributable to equity shareholders of Metahelix increased marginally from Rs. 23.57 crores to Rs. 23.86 crores.

Metahelix achieved a growth of 5.4% in revenues under difficult conditions. In Paddy, it has significantly improved its position with a value growth of 11%. There was a growth of 50% in Cotton sales volumes over the previous year.

In addition to strong business performance, Metahelix continued its focus on strengthening its structured brand building approach in the market to realise better prices in the market. Its price realisations have improved across crops.

The increased focus on collections resulted in year end receivables being below the last year level, despite a growth in revenues.

On the seed production front, it has strengthened its production and supply capabilities. Volume production increased in FY 2018-19 as against the previous year.

(2) PT Metahelix Lifesciences Indonesia (''PT Metahelix'')

During the year under review, Metahelix has invested US$ 1,83,750 for 1,83,750 Equity shares of US$ 1 each with 65.77% shareholding in its Indonesian Joint Venture (''JV'') Company PT Metahelix as per the commitment in the JV Agreement. The JV partner has also invested his share of US$ 1,91,250 for 95,625 Equity Shares of US$ 2 each with 34.23% shareholding. The total equity of PT Metahelix stands at US$ 10,00,000 as on 31st March, 2019.

PT Metahelix continued to have difficulties in the Seed production operations during FY 2018-19 due to lower yield levels.

I n the second year of launch of commercial activities in FY 2018-19, PT Metahelix achieved revenue from operations of Rs. 1.23 crores during FY 2018-19 as against Rs. 0.48 crore during FY 2017-18.

(3) Zero Waste Agro Organics Ltd. (''ZWAOL'')

ZWAOL achieved revenues of Rs. 10.05 crores in FY 2018-19 compared to Rs. 9.98 crores in the previous year. ZWAOL''s profit before tax was Rs. 2.34 crores for the year compared to a profit before tax of Rs. 2.54 crores in the previous year. The net profit for the year was Rs. 1.68 crores as against a net profit of Rs. 1.94 crores in the previous year.

During the year under review, ZWAOL continued to build on cost reduction initiatives undertaken in the previous year by modifying its business model. It also initiated the process of identifying most cost effective sites to reduce overall cost of the product. It has also put in place a new quality control system for better control.

ZWAOL continued with a third party quality audit at production and storage sites for an independent feedback and corrective actions which resulted in a sharp reduction in quality complaints. For an effective logistics, an alignment was done for production units and storage locations to cater Zonal requirements and reduction of supply lead time observed as an outcome.

As a result of these actions, ZWAOL could record good margins with slight volume growth.

(4) Rallis chemistry Exports Limited (''RcEL'')

As RCEL had not commenced any commercial activities, it has, in March 2019, made an application under Section 248(2) of the Act read with the Companies (Removal of Name of Companies from the Register of Companies) Rules, 2016 for removal of its name from the Register of Companies. Approval of the Ministry of Corporate Affairs for the same is awaited.

SCHEME OF AMALGAMATION

Amalgamation of Metahelix with the company

During the year under review, the Board of Directors of the Company approved the proposal for the merger of Metahelix, a wholly owned subsidiary of the Company, with the Company and their shareholders and creditors pursuant to Sections 230 to 232 of the Act and as per the terms and conditions mentioned in the Scheme of Amalgamation. The merger is subject to the necessary approvals/ sanctions from the jurisdictional National Company Law Tribunal(s) or such other competent authority and shareholders and creditors of Metahelix and the Company, as applicable.

Amalgamation of ZWAOL with the company

The Board of Directors of the Company have approved the Scheme of Amalgamation (''Scheme'') for merger of ZWAOL with the Company under Sections 230 to 232 of the Act and as per the terms and conditions mentioned in the Scheme, subject to receipt of all requisite statutory and regulatory approvals, including approval of the National Company Law Tribunal (''NCLT''). Petition for sanctioning the Scheme is pending for hearing before the NCLT.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has made an investment of Rs. 19.60 lakhs in Rallis Chemistry Exports Limited, wholly owned subsidiary of the Company, by way of equity shares.

The Company has not given any loans or corporate guarantee or provided any security during the year.

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from public was outstanding as on 31st March, 2019.

RELATED PARTY TRANSACTIONS

No material Related Party Transactions were entered during the financial year by the Company. Accordingly, the disclosure of Related Party Transactions, as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company and hence not provided.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are planned/repetitive in nature and omnibus approvals are taken as per the policy laid down for unforseen transactions. Related Party Transactions entered into pursuant to omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

During the year under review, the Company has amended the policy on Related Party Transactions in line with the revised Listing Regulations and the same is uploaded on the Company''s website at the link http:// www.rallis.co.in/Related_Party_Transactions

Further details on the transactions with related parties are provided in the accompanying financial statements.

RISK MANAGEMENT

The Company has a comprehensive Risk Management framework that seeks to minimise adverse impact on business objectives and capitalise on opportunities. Our success as an organisation depends on the ability to identify such opportunities and leverage them while mitigating the risks that arise while conducting our business.

The Company has implemented a mechanism for risk management and formulated a Risk Management Policy. The said policy provides for creation of a Risk Register, identification of risks and formulating mitigation plans. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Company has set up a Risk Management Committee which is chaired by Dr. C. V. Natraj, Independent Director, to monitor the risks and their mitigating actions as well as formulating strategies towards identifying new and emergent risks.

The major risks forming part of the Enterprise Risk Management process are linked to the audit universe and are also covered as part of the annual risk based audit plan.

INTERNAL FINANCIAL CONTROLS

The Company''s internal financial control systems comprising Corporate Governance Policies, roles, responsibilities and authorities, standard operating procedures and ERP are reviewed by the Management.

The Internal Controls over Financial Reporting are routinely tested and certified by Statutory as well as Internal Auditors to cover all offices, factories and key business areas. Two external firms were engaged to cover the internal audit reviews and the reviews were performed based on the risk-based internal audit plan approved by the Audit Committee. Significant audit observations and follow up actions thereon were reported to the Audit Committee.

The Audit Committee reviews the adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems. The ultimate objective being, a Zero Surprise, Risk controlled Organisation.

Further details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment and cessation:

Mr. John Mulhall was appointed as a Director of the Company with effect from 1st April, 2018 in accordance with the approval of the Members obtained at the Annual General Meeting (''AGM'') held on 2nd July, 2018.

At the meeting of the Board of Directors held on 3rd December, 2018, the Board accepted the request of Mr. V. Shankar, Managing Director & CEO, for an early retirement from the services of the Company with effect from 31st March, 2019 to pursue his interest in setting up of the Company''s proposed ''Centre for Sustainable Agriculture and Farm Excellence'' (C-SAFE), an initiative commemorating the 150 years of the Tata Group as a significant contribution to nation building. The Board of Directors placed on record their sincere appreciation for Mr. Shankar''s contribution during his tenure as the Managing Director & CEO of the Company.

At the same meeting, in order to provide continuity of leadership to the Company, the Board, on the recommendation of the Nomination and Remuneration Committee (''NRC''), appointed Mr. R. Mukundan as the Managing Director & CEO of the Company for a period commencing from 3rd December, 2018 to 31st March, 2021 subject to the approval of Members.

At the meeting of the Board of Directors held on 9th February, 2019, the Board, on the recommendation of the NRC, appointed Mr. Sanjiv Lal as an Additional Director of the Company with effect from 1st April, 2019 in accordance with Article 116 of the Company''s Articles of Association and Section 161(1) of the Act. He was also appointed as the Managing Director & CEO of the Company for a period of five years with effect from 1st April, 2019 to 31st March, 2024 subject to the approval of Members at the ensuing AGM. He holds office upto the date of the ensuing AGM and a Notice under Section 160(1) of the Act has been received from a Member signifying the intention to propose his appointment as Director.

Consequent to the appointment of Mr. Sanjiv Lal as Managing Director & CEO, Mr. R. Mukundan stepped down as the Managing Director & CEO effective close of business hours of 31st March, 2019. However, he continues as a Non-Executive Director on the Board of the Company and will continue to offer his support and guidance to the Company. Accordingly, approval of the Members is being sought at the ensuing AGM for his appointment as the Managing Director & CEO for the period commencing from 3rd December, 2018 to 31st March, 2019.

Pursuant to the provisions of the Act, the Members at the AGM of the Company held on 30th June, 2014 had appointed Dr. Punita Kumar-Sinha as Independent Director to hold office for five consecutive years for a term upto 29th June, 2019. Dr. Kumar-Sinha is eligible for re-appointment as an Independent Director for a second term.

Based on the recommendation of the Nomination NRC, her re-appointment for a second term commencing from 30th June, 2019 upto 25th March, 2024 is proposed at the ensuing AGM for the approval of the Members by way of special resolution.

Mr. P. R. Rastogi and Dr. Y. S. P. Thorat were appointed as Independent Directors at the AGM of the Company held on 30th June, 2014 to hold office for five consecutive years for a term upto 29th June, 2019. The Board of Directors placed on record their sincere appreciation for the contributions made by Mr. Rastogi and Dr. Thorat during their tenure as Independent Directors of the Company.

In accordance with the provisions of Section 152 of the Act and in terms of Article 112(2) of the Articles of Association of the Company, Mr. Bhaskar Bhat retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. A resolution seeking Members'' approval for his re-appointment forms part of the Notice.

Independent Directors:

Dr. C. V. Natraj and Ms. Padmini Khare Kaicker, Independent Directors, hold office for a term of five years, or until completion of 75 years, whichever is earlier. They are not liable to retire by rotation in terms of Section 149(13) of the Act.

Dr. Natraj and Ms. Kaicker have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made thereunder and are independent of the management.

Key Managerial Personnel (''KMP''):

Mrs. P. S. Meherhomji resigned as the Company Secretary and Compliance Officer with effect from 28th February, 2019. The Board, on the recommendation of the NRC, appointed Mr. Yashaswin Sheth as the Company Secretary and Compliance Officer with effect from 1st March, 2019.

In terms of Section 203 of the Act, the following are the KMPs of the Company:

Mr. V. Shankar, Managing Director & CEO (upto 31st March, 2019)

Mr. R. Mukundan, Managing Director & CEO (w.e.f. 3rd December, 2018 upto 31st March, 2019)

Mr. Sanjiv Lal, Managing Director & CEO (w.e.f. 1st April, 2019)

Mr. Ashish Mehta, Chief Financial Officer

Mr. Yashaswin Sheth, Company Secretary

Governance Guidelines:

The Board of the Company has adopted Governance Guidelines on Board Effectiveness. The Guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Director term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director remuneration, Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees.

Procedure for Nomination and Appointment of Directors:

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or re-appointment is required. The Committee is also responsible for reviewing the profiles of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director:

Independence: In accordance with the above criteria, a Director will be considered as an ''Independent Director'' if he/she meets with the criteria for ''Independent Director'' as laid down in the Act and Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations.

Annual Evaluation of Board Performance and Performance of its committees and of Directors:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members. The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long term strategic planning, etc. The criteria for performance evaluation of the Committees included aspects such as structure and composition of Committees, effectiveness of Committee meetings etc. The above criteria for evaluation was based on the Guidance Note issued by SEBI.

ln a separate meeting, the lndependent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole. They also evaluated the performance of the Chairman taking into account the views of Executive Directors and Non-Executive Directors. The NRC reviewed the performance of the Board, its Committees and of the Directors. The same was discussed in the Board Meeting that followed the meeting of the lndependent Directors and NRC, at which the feedback received from the Directors on the performance of the Board and its Committees was also discussed.

Significant highlights, learning and action points with respect to the evaluation were discussed by the Board.

REMUNERATION POLICY

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and the Listing Regulations. The Remuneration Policy is attached as Annexure B, which forms part of this Report.

BOARD AND COMMITTEE MEETINGS

A calendar of Board and Committee Meetings to be held during the year was circulated in advance to the Directors.

1. Details of Board Meetings

During the year under review, 8 (eight) Board Meetings were held, details of which are provided in the Corporate Governance Report.

2. composition of Audit committee

During the year under review, the Audit Committee comprised 4 (four) Members out of which 3 (three) were Independent Directors and 1 (one) was a Non-Executive Non-Independent Director. During the year, 6 (six) Audit Committee Meetings were held, details of which are provided 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.

3. composition of corporate Social Responsibility (cSR) committee

As on 31st March, 2019, the Committee comprised 3 (three) Members out of which 2 (two) were Independent Directors and 1 (one) was a Non-Executive Director. During the year under review, 2 (two) CSR Committee meetings were held, details of which are provided in the Corporate Governance Report. Mr. Sanjiv Lal, Managing Director & CEO, was inducted as a Member of the CSR Committee, effective 1st April, 2019.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2018-19.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iv) t hey have prepared the annual accounts on a going concern basis;

(v) t hey have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (''CSR'') and Affirmative Action (''AA'') is a very important part of the business journey of the Company. The Company has developed its own Sustainability Model focusing on CSR and AA initiatives. The leadership team at Rallis has been very supportive, sensitive and encourages the team to work for inclusive growth through its CSR initiatives.

The Company''s CSR initiatives are driven by its CSR team, in support with key strategic partners having domain expertise. For achieving a greater and sustainable impact, CSR project implementation is done in partnership with concerned stakeholders.

The Company''s CSR initiatives are woven around the Company''s focus areas, which include Natural Resource Management (''NRM''), Education including Farmer safety awareness and Model Tribal Village under AA.

Employees are one of the key stakeholders and support the CSR and AA initiatives by active participation through volunteering. During the year under review, the Company was able to achieve more than 5,044 hours'' volunteering through various events in which 319 employees actively participated.

In NRM, focus is on water conservation through rain water harvesting (''Jal Dhan''), recharging ground water and soil conservation. Under soil conservation, focus is on ''Greening'' principally through afforestation and tree plantation drives. More than 80,000 trees have been planted and sustained by the Company in the last five years.

In Education, focus is on Science, English and Information Technology, along with support for infrastructure and capacity building. Educational interventions are branded as ''RUBY'' (Rallis Ujjwal Bhavishya Yojana).

In ''You are Safe'', focus is on educating farmers and students from rural schools on farmer safety. During the year under review, the Company spread the awareness among more than 23,000 farmers and more than 10,400 students from 2 districts of Maharashtra, which are spread across 16 Tehsils and 553 villages.

The Company, under its AA programme, focuses on converting a backward Tribal village into a Model Tribal village. This initiative is focused in tribal areas around Mumbai in Maharashtra.

The above projects are in accordance with Schedule VII of the Act. The Annual Report on CSR activities is attached as Annexure c which is forming part of this Report.

The Company has adopted a Corporate Social Responsibility (''CSR'') Policy in compliance with the provisions of the Act and the same is available on the website of the Company at http://www.rallis. co.in/CSR_Policy.htm.

Salient features of the CSR Policy:

The Company''s CSR Policy (''Policy'') provides guidelines which helps in designing, implementing and monitoring the CSR programmes across the Company.

Leveraging our presence pan India, the Policy lays emphasis on providing engagement opportunities through volunteering to employees, customers and partners. The Policy focuses on various sections and issues as under:

1. Natural Resource Management: This section focuses on two themes: (a) Jal Dhan (b) Rural development

2. Employability: With focus on: (a) Skill development: Tara - Women empowerment, and (b) RUBY - Educational initiatives

3. The Company will respond to disaster as and when required

4. Geography and target communities:

a. Due to its significant presence in Gujarat and Maharashtra currently the focus is on these two States.

b. The Company focuses on underprivileged schools, underprivileged and marginalised communities, socially and economically disadvantaged groups.

5. Implementation and Monitoring:

a. Will be done by the In-house CSR team with the help from experts as may be required.

b. Programmes will have clearly defined output, outcome and process indicators.

c. CSR Committee will receive quarterly progress report of all activities.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace. This is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''POSH Act'') and the Rules made thereunder. With the objective of providing a safe working environment, all employees (permanent, contractual, temporary, trainees) are covered under this Policy. The policy is available on the website at http://www. rallis.co.in/POSH.htm

As per the requirement of the POSH Act and Rules made thereunder, the Company has constituted an Internal Committee at all its locations known as the Prevention of Sexual Harassment (POSH) Committees, to inquire and redress complaints received regarding sexual harassment.

During the year under review, the Company received one complaint of alleged sexual harassment that was investigated and dealt with by taking appropriate action as per the provisions of the POSH Act. There are no pending complaints as on the end of the financial year.

VIGIL MECHANISM/ WHISTLEBLOWER POLICY

Pursuant to Section 177(9) of the Act, a vigil mechanism has been established for Directors and employees to report to the management, instances of unethical behaviour, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy.

The Company believes in the conduct of the affairs of its constituents by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour, in line with the Tata Code of Conduct (''TCoC''). The role of the employees in pointing out such violations of the TCoC cannot be undermined.

Further, the Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. During the year under review, the Company amended the Whistleblower Policy to provide a clause wherein all employees of the Company are eligible to report any instance of leak of Unpublished Price Sensitive Information.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

AUDIT AND AUDITORS

(1) Statutory Auditors:

At the AGM of the Company held in 2017, pursuant to the provisions of the Act and the Rules made thereunder, B S R & Co. LLP, Chartered Accountants (''BSR'') (Firm Registration No. 101248W/W-100022), were appointed as Statutory Auditors of the Company from the conclusion of the 69th AGM held on 23rd June, 2017 till the conclusion of the 74th AGM to be held in the year 2022. BSR have submitted a certificate confirming that their appointment is in accordance with Section 139 read with Section 141 of the Act.

The Audit Report of BSR on the Financial Statements of the Company for FY 2018-19 is a part of the Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

(2) cost Auditors:

The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act and the rules framed thereunder, and accordingly, the Company has made and maintained such cost accounts and records.

In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the Audit Committee recommended and the Board of Directors appointed D. C. Dave & Co., Cost Accountants (Firm Registration No. 000611) to conduct Cost Audits relating to Insecticides (Liquid, Solid and Technical Grade), Fertilizers, Chemicals (Plastics and Polymers) and Drugs and Pharmaceuticals of the Company for the year ending 31st March, 2020. The Company has received their written consent that the appointment will be in accordance with the applicable provisions of the Act and rules framed thereunder.

Members are requested to consider the ratification of the remuneration payable to D. C. Dave & Co. as has been set out in the Notice of the 71st AGM of the Company.

(3) Internal Auditors:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, Ernst & Young LLP and Mahajan & Aibara LLP were appointed by the Board of Directors to conduct internal audit reviews for the Company.

(4) Secretarial Auditors:

I n terms of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Parikh & Associates, a firm of Company Secretaries in Practice, have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure D. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

ANNUAL RETURN

Pursuant to Sections 92 and 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9 is attached as Annexure E.

The extract of the Annual Return of the Company can also be accessed on the website of the Company at http://www.rallis.co.in/ MGT2019.htm.

SECRETARIAL STANDARDS OF ICSI

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached as Annexure F.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure G.

The information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Any Members interested in obtaining the same may write to the Company Secretary at the registered office of the Company. None of the employees listed in the said Annexure is related to any Director of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS, BUSINESS RESPONSIBILITY AND CORPORATE GOVERNANCE REPORT

The Management Discussion and Analysis Report, the Business Responsibility Report and the Report on Corporate Governance, as required under the Listing Regulations, forms part of the Annual Report.

ACKNOWLEDGEMENTS

The Directors acknowledge the dedicated service of the employees of the Company during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, Government authorities, business partners and other stakeholders.

On behalf of the Board of Directors

BHASKAR BHAT

Mumbai, 25th April, 2019 Chairman

Mar 31, 2018

TO THE MEMBERS OF RALLIS INDIA LIMITED

The Directors hereby present their Seventieth Annual Report on the business and operations of the Company and the financial statements for the year ended 31st March, 2018.

FINANCIAL RESULTS

Rs. in Crores

	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from operations	1,515.94	1,490.39	1,808.46	1,768.20
Other Income	8.93	10.51	13.18	12.79
	1,524.87	1,500.90	1,821.64	1,780.99
Profit/ (-) Loss before Finance cost, Depreciation and Tax	235.12	245.79	277.65	276.40
Finance Costs	(3.29)	(2.67)	(4.31)	(7.29)
Depreciation	(40.57)	(42.18)	(46.31)	(47.55)
Profit before exceptional items and tax	191.26	200.94	227.03	221.56
Exceptional items	-	158.39	-	158.39
Profit before Tax	191.26	359.33	227.03	379.95
Provision for Tax	(58.95)	(79.26)	(66.32)	(83.90)
Deferred Tax	9.18	(14.04)	6.31	1.02
Profit for the year	141.49	266.03	167.02	297.07
Profit for the year attributable to:
Owners of the Company	141.49	266.03	167.62	297.46
Non-controlling interests	-	-	(0.60)	(0.39)
Other comprehensive income	(0.16)	(0.46)	(0.33)	(0.51)
Total comprehensive income	141.33	265.57	166.69	296.56
Profit for the year	141.33	265.57	167.39	296.95
Balance of Profit brought forward from previous year	747.56	540.51	733.33	510.60
	888.89	806.08	900.72	807.55
Appropriations
Transfer from equity instruments through Other Comprehensive Income	(1.97)	-	(1.97)	-
Transfer to General Reserve	-	-	-	-
Dividend on Equity Shares	(72.93)	(48.62)	(72.93)	(48.62)
Dividend Distribution Tax	(14.95)	(9.90)	(14.95)	(9.90)
Post acquisition Goodwill	-	-	-	(15.70)
Transfer to Reserve for equity instruments through Other Comprehensive Income	1.97	-	1.97	-
Balance Profit carried forward to Balance Sheet	801.01	747.56	812.84	733.33

Footnotes: 1. Figures have been rounded off to Rs. crores.

2. Exceptional item in FY 2016-17 comprises profit on assignment of leasehold rights to a plot of land in the MIDC Area, Turbhe, Navi Mumbai. The profit is net of costs, including a premium levied under the repealed Urban Land (Ceiling and Regulation) Act, 1976, which has been paid under protest.

TRANSFER TO RESERVES

The Company proposes to retain the entire amount of profits in the Profit and Loss Account.

DIVIDEND

The Directors are pleased to recommend a dividend of Rs.2.50 per share (250%) on the Equity Shares of the Company (Previous year â3.75 per share, including Rs.1.25 per share as onetime special dividend out of the profit on assignment of leasehold rights in the Turbhe land). If the dividend, as recommended above, is declared by the Members at the Annual General Meeting (âAGMâ), the total outflow towards dividend on Equity Shares for the year would be Rs.58.61 crores (including dividend tax) (Previous Year â87.77crores).

DIVIDEND DISTRIBUTION POLICY

Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) requires the top 500 listed entities, based on market capitalization calculated as on 31st March of every financial year, to formulate a Dividend Distribution Policy and disclose the same in their Annual Reports and on their websites.

Accordingly, the Board of Directors of the Company has adopted a Dividend Distribution Policy, which aims to ensure fairness, sustainability and consistency in distributing profits to the Shareholders. The Policy is attached as Annexure A and is also available on the website of the Company under the âInvestor Relationsâ section.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2018 was Rs.19.45 crores. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company. As on 31st March, 2018, Dr. C. V. Natraj holds 4,831 (0.002%) Equity Shares of the Company. No other Director holds any shares in the Company.

COMPANY PERFORMANCE

The Companyâs consolidated revenues during the year are Rs.1,808.46 crores, as compared to Rs.1,768.20 crores in the previous year. Consolidated Revenue Net of Excise, at Rs.1,790.94 crores, grew by 7.7% as compared to Rs.1,663.52 crores in the previous year. The Companyâs profit before exceptional items and tax on a consolidated basis is Rs.227.03 crores during the year, as compared to Rs.221.56 crores in the previous year, an increase of 2.5% over the previous year. The Company earned a net profit of Rs.167.02 crores, lower by 1.9%, as against a net profit of Rs.170.22 crores (excluding exceptional item Rs.126.85 crores) in the previous year, on a consolidated basis.

OPERATIONS

1. CROP PROTECTION

Indian Agriculture in 2017-18 started on an optimistic note, reflecting a forecast of normal monsoon and commencing with good initial rainfall. Some areas, however, experienced delayed onset of monsoon or dry spells, whereas there was excess rainfall in others. Southern States such as Tamil Nadu, Karnataka and Rayalaseema in Andhra Pradesh faced severe drought in the first half of the season. Conditions improved in Tamil Nadu and parts of Karnataka due to the North East monsoon. Maharashtra, especially Marathwada and Vidarbha, faced drought during the Kharif season. The latest meteorological data shows mild to extreme dry conditions in 404 districts due to poor rainfall since October 2017. Of these, around 140 districts were termed severely to extremely dry during October 2017 to March 2018. Another 109 districts were moderately dry, while 156 had mild dry conditions. Worryingly, even when rainfall since June 2017 is considered - which includes the 2017 monsoon months - IMDâs standard precipitation index (SPI) shows 368 districts under mild to extreme dry conditions.

The year witnessed an increase in Cotton and Cumin acreages by 15% each as compared to the previous year. However, growth was not uniform across India. In Chattisgarh, Rabi Paddy acreage reduced by 80% due to water shortage. Drought in Rajasthan impacted industry growth and molecule consumption. Some regulatory restrictions also impacted the industry growth.

The year though, as per estimates, will have an all-time high food grain production of 277.49 Mt, which is 1% higher than 2016-17. Despite a bumper output, GVA of agriculture is expected to grow by just 2.1% in FY 18 vs. 4.9% in FY 17 on account of a crash in crop out-put prices, especially for pulses and oilseeds.

The year also saw reduced crop pest pressure in many areas, impacting the insecticides segment to a great extent. Inventory levels of crop protection products in the industry remained high due to poor liquidation. Chilli acreage reduced due to Gemini virus infestation and poor output price. Pest incidence in major crop pest segments like Brown Plant Hopper (BPH) and Blast on Rice, caterpillar on Pulses and Soybean, Powdery and Downey mildew of Grapes was low during the active infestation period. Hence consumption of many important molecules came down. Pink bollworm infestation on Cotton had a major impact, affecting not only productivity, but also impacting cash flow in the market. The transition to GST regime had its impact on slowing down markets for some months. Potato, Chilli and Pulses prices remained low. Paddy and Cotton prices improved from the lows during the crop harvest.

Untimely rainfall in West Bengal during the later part of October and incessant rainfall in the Northern States resulted in low pest infestation and poor yield.

Poor rains have impacted water availability in the country. Latest Government data reveals that 91 major reservoirs of the country were, on average, running at 25% of capacity as on April 2018. This was 16% lower than the corresponding period last year and 10% lower than the 10-year average.

Despite the irregular monsoon pattern and constrained acreages of few key crops in important geographies, your Company was able to grow the domestic business by over 11% over the previous year. Even in areas where the industry faced regulatory issues, Rallis has managed to maintain its business due to acceptance of Rallis Samrudh Krishi at both channel and farmer level. In paddy, market share improved through focused approach, in spite of low pest pressure in segments like BPH and Paddy blast. New products introduced during the year have received good response from farmers and will be growth drivers in the next few years.

Chillies, considered a high agrochemical consuming crop, suffered due to virus attack during the peak sparing period. The Company managed to hold its market share due to close coordination with chilli RSK farmers and right products mix in key segments. In soybean crop, where farmers faced challenges due to narrow leaves weeds complex, we were able to provide right solutions through our new chemistry product, Mark.

New Products introduced during the year: The business introduced five new products as briefly noted below:

Pulito: A leading fungicide used for specialty crops for the control of a wide spectrum of diseases as well as to increase plant/ fruit health. The target geographies are Maharashtra, Andhra Pradesh, Tamil Nadu and Karnataka.

Cenator: This is a new age ready- mix formulation of Fluxapyroxad Epoxiconazole for Paddy Sheath Blight. The key geographies for Cenator are Andhra Pradesh, Karnataka, Punjab, Haryana, West Bengal and Chattisgarh.

Odis: Odis is a one-shot ready mix of well proven chemistry with different mode of actions for effective control of sucking pests of rice and cotton, with a significant impact on paddy crop production.

Riceup: It is an innovative formulation, oil dispersion with broad spectrum systemic herbicide for the management of major weeds in both direct seeded rice and transplanted rice.

Jashn Super: Introduced for the control of key lepidopteron pest, which causes significant losses to commercial crops, Jashn Super has strengthened the Companyâs Lepidopteron pest control solution portfolio.

Your Company aims to bring meaningful changes in the life of the Agri community, with a view to adding value for farmers through higher yields, better quality products and lower costs. The key interventions of the Company towards this are:

Agri-Solutions: Your Companyâs mission to provide Agri solutions enhancing value for customers has resulted in Rallis Samrudh KrishiÂ® (RSK), a model aimed at adding value to farmers by improving yield. To this effect, the Company has been working on several crops such as pulses, grapes, chilli, etc. over last few years. During the year, the Company rolled out RSK across the country on various crops, reaching one million farmers and helping them to enhance their yield and farm income.

Digital Initiatives: The Company is progressing well on its digital as well as information and communication technology (ICT) initiatives. These initiatives will enable your Company to effectively provide necessary services to the agri community.

One of the most critical needs of the farming community is availability of predictive advisory services, which your Company is building through its digital platform, Drishti. This system provides current and forecasted information on weather, crop health, pest/ disease, soil moisture, likely yield estimates and so on. Through Drishti, Rallis will be able to provide customized and predictive personalized advisory to the farmers.

Rallis Krishi Samadhan, a mobile app was launched this year for the farming community, to provide them with relevant information regarding Agri-solutions. With features like customized package of practice, weather information, Mandi information, crop solutions, complaint/ query resolution, requesting personalized advisory through farm visits and many more features, this app is going to be the one stop solution for the farmersâ needs.

Rallis Sampark, a mobile app for the Companyâs internal team, was also launched this year to ensure better engagement with the farmer community, better visibility on our reach mechanisms and insights gathering. These are all intended to be key enablers to our Rallis Samrudh KrishiÂ® programme.

Customer Promise: In line with the RSK agenda, Rallis has enunciated its âCustomer Promiseâ, which is aimed at âenhancing farm prosperity and building customer relationship with the promise to be focused and relevant on continually emerging farming needs of our customers, offering them solutions with safest chemistry possible and educating them on key farming interventions, thereby helping them enhance their farm prosperity.

Fruits and Vegetables: Fruits & Vegetables are considered high potential crops, capable of increasing farm prosperity. Your Companyâs customized Package of Practices for key fruits and vegetable crops helps increase productivity and harvest of residue free produce.

The preliminary view of the global Agrochemicals market (crop protection non crop protection) is estimated to have increased by 0.52% to reach a total value of $61 billion during calendar 2017 when compared to $60.68 billion in 2016. While commodity prices continued to remain weak, overall consumption of Agrochemicals increased across the globe in 2017 except for Latin America (LATAM) and Europe.

Unlike preceding years, weather conditions in LATAM and NAFTA improved over 2016 with off set of El Nino. Return of normal monsoon benefitted water availability across many parts of Asia, although Vietnam got impacted by late season. Australia experienced a decline due to adverse weather conditions which dis-incentivized farmers to invest in crops. While weather conditions in Europe showed many fluctuations which had adverse effect on standing crops, South Africa suffered due to intermittent drought conditions.

Brazilian market declined significantly owing to adoption of Intacta RR soybean, negatively impacting the insecticides market. High distributor inventory levels in LATAM (Brazil, Argentina) and Vietnam continues to remain a concern.

Stringent environmental norms led to product and raw material scarcity, resulting in price increase in China. Pressure to display improved profitability by listed companies in China has also led to price increase.

The International Business Division (IBD) has achieved a revenue growth of 9% during the current year, growing to Rs.479 crores, as against Rs.441 crores during 2016-17. During the year, the Company has gained 14 registration approvals in several countries and also successfully launched 5 brands around the globe. Alliance business has seen substantial growth during the year as well. IBD continues its focus and developmental activities in key geographies in Latin America, South East Asia, European and African markets.

2. NON-PESTICIDE PORTFOLIO

Non-Pesticide Portfolio (NPP) is an important focus area for the Company. It serves the emerging needs of the farming community through an end-to-end solutions based approach. This creates value for farmers and enables them to look at the Company as a solution provider for all their agriculture related needs. NPP sales during the year were 33% of the total revenue.

Seeds and Plant Growth Nutrients:

During the year, the Company made progress to establish the cotton and rice seeds portfolio and grew revenues by 74% over the previous year. Three new products were launched, viz. cotton Anjusha for North, Hybrid Rice RIL 222 in the fine grain segment and Selection Rice Akshitha in the fine grain segment.

The Company is operating in the Bio stimulants and Micronutrients business categories of Plant Growth Nutrients. Surplus, a multi micro nutrient, nano technology based liquid fertilizer that was launched in Maharashtra in the previous year, was launched in further ten States during 2017-18. The Company plans to launch it in a few other States in the coming year. Surplus is highly soluble in water, easy to apply and provides superior vegetative growth with better fruit formation, resulting in higher quality yield. The Company plans to build Ralligold and Surplus as major brands in the next 3-5 years.

Agri Services:

Agri Services portfolio comprises the organic manure product GeoGreen, Grapes Samrudh Krishi (SK) initiative and MoPu (More Pulses) programme. During the year, GeoGreen sales increased by about 25% over the previous year. Grapes RSK initiative continued its good performance with substantial increase in farmers seeking this service. A few additional modules for water management and pest management were added to make it more valuable for the farmers. While MoPu initiative continued in Maharashtra as well as in Madhya Pradesh, discussions were also held with the Karnataka Government for initiating it in that State as well.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (âInd ASâ), form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

The annual Financial Statements of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the registered offices of the respective Subsidiary Companies and will be available to investors seeking information at any time. They are also available on the website of the Company.

The consolidated financial results reflect the operations of the following subsidiaries: Metahelix Life Sciences Ltd.

(âMetahelixâ), PT Metahelix Lifesciences Indonesia (subsidiary of Metahelix), Zero Waste Agro Organics Ltd. and Rallis Chemistry Exports Ltd.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the Listing Regulations. The Policy, as approved by the Board, is uploaded on the Companyâs website.

PERFORMANCE OF SUBSIDIARIES

(1) Metahelix Life Sciences Ltd.

Consolidated revenues of Metahelix Life Sciences Ltd. (Metahelix) from continuing operations increased from Rs.286.34 crores to Rs.319.42 crores, an increase of 11.5% over the previous year. Profit before tax on a consolidated basis has increased from Rs.20.88 crores to Rs.33.21 crores, an increase of 59% over the previous year. Metahelix earned a net profit of Rs.22.97 crores, as against net profit of Rs.31.30 crores in the previous year, which included Rs.10.42 crores arising out of recognition of deferred tax asset.

Metahelix continued its impressive performance with an 11.5% growth in revenues under difficult conditions. Most of the growth came from business with the trade. In terms of market standing, it has narrowed the gap with the second largest player in hybrid rice and retained the number two position in millet. In maize, it has significantly improved its position and there was a growth of 107% in cotton sales volumes over the previous year.

In addition to strong business performance, Metahelix continued its focus on strengthening its brand presence in the market, helping it to realize better prices in the market. Its price realizations improved across crops.

In spite of growth in sales, the receivables declined as compared to previous year due to increased focus on collections.

On the seed production front, Metahelix strengthened its production and supply capabilities with the implementation of grower module. Volume production increased during the year as compared to the previous year.

(2) PT Metahelix Lifesciences Indonesia

During the year, Metahelix has invested USD 183,750 for 183,750 Equity shares of USD 1 each with 65.77% shareholding in its Indonesian Joint Venture (âJVâ) Company PT Metahelix Lifesciences Indonesia (âPT Metahelixâ) as per the commitment in the JV Agreement. The JV partner has also invested his share of USD 191,250 for 95,625 Equity Shares of USD 2 each with 34.23% shareholding. The total equity of PT Metahelix stands at USD 625,000 as on 31st March, 2018.

The JV had initial difficulties in the seed production operations during 2017-18 and the Seed Production Research team of Metahelix is supporting the JV to overcome the initial production issues.

PT Metahelix launched commercial activities in FY 2018 and achieved revenue from operations of Rs.48.16 lakhs during 2017-18. Focus will continue to carefully grow the business in Indonesia.

(3) Zero Waste Agro Organics Ltd.

Revenue from operations of Zero Waste Agro Organics Ltd. (âZWAOLâ) during the year were Rs.9.98 crores, as against Rs.7.55 crores in the previous year. Net profit during the period is Rs.1.94 crores, as compared to Rs.0.07 crores in the previous year.

During the year, ZWAOL continued to build on cost reduction initiatives initiated last year by modifying its business model. It also initiated the process of identifying most cost effective sites to reduce overall cost of the product. It has also put in place a new quality control system for better control. ZWAOL has introduced Probiotics for Aqua, which made good progress during the year.

The Board of Directors of Rallis, at its meeting held on 20th July, 2017, approved the scheme of amalgamation for merger of ZWAOL with Rallis, subject to receipt of all requisite statutory and regulatory approvals, including approval of the National Company Law Tribunal.

(4) Rallis Chemistry Exports Ltd.

The Company is yet to commence commercial activities and currently is not operational.

During the year under review, no Company has become or ceased to be a subsidiary of the Company. The Company does not have any associate or joint venture companies. A statement in Form AOC.1, containing the salient features of the financial position of the Subsidiary Companies, is attached as Annexure B.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year, the Company, along with other shareholders of Advinus Therapeutics Ltd. (âAdvinusâ) monetized its investment in Advinus through sale of its contract research business, for which an agreement was signed for divestment of the shares in Advinus to Eurofins Pharma Services Lux Holding SARL, for a consideration aggregating Rs.16.57 crores, subject to customary closing adjustments on debt and working capital. As part of the sale transaction, the Company was released of its obligations under the guarantee of Rs.45.6 crores issued for the borrowings of Advinus.

As a part of the above transaction, the Drug Discovery business of Advinus was transferred to Impetis Biosciences Ltd. (âImpetisâ). The Company has acquired shares in Impetis for a consideration of Rs.3.4 crores, comprising 13.7% of the Equity Share Capital of Impetis.

The Company has not given any loans or corporate guarantee or provided any security during the year.

FIXED DEPOSITS

Your Company has not accepted any public deposits during the financial period under review.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an armâs length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (âthe Actâ) and the Listing Regulations. 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.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Companyâs website.

Details of transactions with Related Parties are provided in the accompanying financial statements. There were no transactions during the year which would require to be reported in Form AOC.2.

RISK MANAGEMENT

The Company has in place a Risk Management framework to identify, evaluate and monitor business risks and challenges across the Company. The enterprise risks for the Company are identified by the management and presented to the Board for review. The Risk Management Policy, pursuant to Section 134 of the Act, has been adopted based on this framework. The Board engages in the Risk Management process and has set out a review mechanism to monitor progress on the initiatives for the major risks of the business. The Risk Register gets updated periodically, to ensure that the risks remain relevant at any point in time and corresponding mitigation measures are effective. This provides a proactive and value adding independent review process which enables maintaining the risk profile at an acceptable level in a rapidly changing environment.

Although not mandatory, as a measure of good governance, the Company has constituted a Risk Management Committee of the Board. The Committee reviews the Companyâs performance against identified risks, formulates strategies towards identifying new and emergent risks that may materially affect the Companyâs overall risk exposure and reviews the Risk Management Policy and structure.

This robust Risk Management framework seeks to minimize adverse impact on business objectives and capitalize on opportunities.

The major risks forming part of the Enterprise Risk Management process are linked to the audit universe and are also covered as part of the annual risk based audit plan.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Companyâs internal control procedures have been planned and designed to provide reasonable assurance of compliance with various policies, practices and statutes in keeping with the Organizationâs pace of growth and achieving the Organizationâs objectives efficiently and economically.

The internal controls, risk management and governance processes are duly reviewed for their adequacy and effectiveness through periodic audits by the Internal Audit function. During the current year, two external Firms were engaged for the same and the reviews were performed based on the risk-based internal audit plan approved by the Audit Committee. The Committee also reviews the adequacy and effectiveness of the Companyâs internal financial controls, so that the ultimate objective of Zero Surprise, Risk controlled Organization is achieved.

Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Boardâs Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment and Resignation:

During the year, Mr. Bharat Vasani resigned as Non-Executive Director of the Company with effect from 5th February, 2018. The Directors wish to place on record their sincere appreciation of the significant contribution made by Mr. Vasani during his tenure as Director of the Company, particularly in his capacity as Chairman of the Corporate Social Responsibility Committee and Member of the Property Committee.

Mr. John Mulhall has been appointed as Additional Director on the Board of the Company with effect from 1st April, 2018. Pursuant to the provisions of Section 161 of the Act and Article 116 of the Articles of Association of the Company, Mr. Mulhall vacates office and is eligible for appointment. In compliance with the provisions of Section 161 of the Act, the appointment of Mr. Mulhall as Non-Executive, Non Independent Director is being placed before the Members in General Meeting for their approval. Mr. Mulhall will be liable to retire by rotation. Members are requested to refer to Item No. 5 of the AGM Notice and the Explanatory Statement for details of his qualification and experience.

In accordance with the provisions of Section 152 of the Act and in terms of Article 112(2) of the Articles of Association of the Company, Mr. R. Mukundan retires and is eligible for re-appointment.

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company:

Mr. V. Shankar, Managing Director & CEO Mr. Ashish Mehta, Chief Financial Officer Mrs. P. S. Meherhomji, Company Secretary

No KMP has been appointed or has retired or resigned during the year.

Independent Directors:

Independent Directors hold office for a term of five years, or until completion of 75 years, whichever is earlier. They are not liable to retire by rotation, in terms of Section 149(13) of the Act.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

Governance Guidelines:

Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee (âNRCâ) is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Directorâs appointment or re-appointment is required. The Committee is also responsible for reviewing the profiles of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director:

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of

Directors in terms of provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations.

Independence: In accordance with the above criteria, a Director will be considered as an âIndependent Directorâ if he/ she meets with the criteria for âIndependent Directorâ as laid down in the Act and Regulation 16(1)(b) of the Listing Regulations.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the âCode for Independent Directorsâ as outlined in Schedule IV to the Act.

Annual Evaluation of Board Performance and Performance of its Committees and of Directors:

The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The Boardâs functioning was evaluated on various aspects, including inter alia structure of the Board, including qualifications, experience and competency of Directors, diversity in Board and process of appointment; Meetings of the Board, including regularity and frequency, agenda, discussion and dissent, recording of minutes and dissemination of information; functions of the Board, including strategy and performance evaluation, corporate culture and values, governance and compliance, evaluation of risks, grievance redressal for investors, stakeholder value and responsibility, conflict of interest, review of Board evaluation and facilitating Independent Directors to perform their role effectively; evaluation of managementâs performance and feedback, independence of management from the Board, access of Board and management to each other, succession plan and professional development; degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and management.

Directors were evaluated on aspects such as professional qualifications, prior experience, especially experience relevant to the Company, knowledge and competency, fulfillment of functions, ability to function as a team, initiative, availability and attendance, commitment, contribution, integrity, independence and guidance/ support to management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer meetings, impartiality, ability to keep shareholdersâ interests in mind and effectiveness as Chairman.

Areas on which the Committees of the Board were assessed included mandate and composition; effectiveness of the Committee; structure of the Committee; regularity and frequency of meetings, agenda, discussion and dissent, recording of minutes and dissemination of information; independence of the Committee from the Board; contribution to decisions of the Board; effectiveness of meetings and quality of relationship of the Committee with the Board and management.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole. The NRC also reviewed the performance of the Board, its Committees and of the Directors.

The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

REMUNERATION POLICY

BOARD AND COMMITTEE MEETINGS

A calendar of Board and Committee Meetings to be held during the year was circulated in advance to the Directors. Seven Board Meetings were convened and held during the year.

The Board has constituted an Audit Committee with Mrs. Padmini Khare Kaicker as Chairperson and Mr. Prakash R. Rastogi and Dr. Y. S. P. Thorat as Members. There have been no instances during the year when recommendations of the Audit Committee were not accepted by the Board.

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Regulations.

DIRECTORSâ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2017-18.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (âCSRâ) is a very important part of the business journey of the Company. Your Company has developed its own Sustainability Model focusing on CSR initiatives. The leadership team at Rallis has been very supportive, sensitive and encourages the team to work for inclusive growth through its CSR initiatives.

The Board has constituted a Corporate Social Responsibility Committee, headed by Mr. Bharat Vasani (up to 4th February, 2018) and by Dr. Y. S. P. Thorat with effect from 19th March, 2018. Mr. Prakash R. Rastogi and Mr. V. Shankar are the other members of the Committee. The Company has adopted a Corporate Social Responsibility (âCSRâ) Policy in compliance with the provisions of the Act.

The Companyâs CSR initiatives are driven by its CSR team, in support with key strategic partners having domain expertise. For achieving a greater and sustainable impact, CSR project implementation is done in partnership with concerned stakeholders.

Our CSR initiatives are woven around the Companyâs focus areas, which include Natural Resource Management (âNRMâ), Education and Model Tribal Village under Affirmative Action (âAAâ).

Employees are one of the key stakeholders and support the CSR and AA initiatives by active participation through volunteering. During the year 2017-18, Rallis was able to achieve more than 4,700 hoursâ volunteering through 289 events at which 452 employees actively participated.

In NRM, focus is on water conservation through rain water harvesting (âJal Dhanâ), recharging ground water and soil conservation. Under soil conservation, focus is on âGreeningâ, principally through Afforestation and tree plantation drives. More than 51,000 trees have been planted and sustained by Rallis in the last four years.

Your Company, under its Affirmative Action programme, focuses on converting a backward Tribal village into a Model Tribal village. This initiative is focused in tribal areas around Mumbai in Maharashtra.

The above projects are in accordance with Schedule VII of the Act. The Company has spent Rs.4.01 crores towards the CSR projects during the current Financial Year 2017-18.

The average net profit of the Company, computed as per Section 198 of the Act, during the three immediately preceding financial years was Rs.193.98 crores. It was hence required to spend Rs.3.88 crores on CSR activities during the Financial Year 2017-18, being 2% of the average net profits of the three immediately preceding financial years.

The Annual Report on CSR activities is attached as Annexure D.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted Internal Committees at all its locations, known as the Prevention of Sexual Harassment (POSH) Committees, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2017-18.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of Conduct or ethics policy. 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 has been denied access to the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

AUDIT AND AUDITORS

(1) Statutory Auditors:

At the AGM of the Company held last year, pursuant to the provisions of the Act and the Rules made there under, B S R & Co. LLP (BSR) Chartered Accountants (Firm Registration No. 101248W/W-100022), were appointed as Statutory Auditors of the Company from the conclusion of the 69th AGM held on 23rd June, 2017 till the conclusion of the 74th AGM to be held in the year 2022, subject to ratification of their appointment at every AGM, if so required under the Act. BSR have submitted a certificate confirming that their appointment is in accordance with Section 139 read with Section 141 of the Act.

The Audit Report of BSR on the Financial Statements of the Company for the Financial Year 2017-18 is a part of the Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

(2) Cost Auditors:

D. C. Dave & Co., Cost Accountants (Firm Registration No.000611) have been appointed to conduct Cost Audits relating to Insecticides (Liquid, Solid and Technical Grade), Fertilizers, Chemicals (Plastics and Polymers) and Drugs and Pharmaceuticals of the Company for the year ending 31st March, 2019. Pursuant to the provisions of Section 148 of the Act read with The Companies (Audit and Auditors) Rules, 2014, Members are requested to consider the ratification of the remuneration payable to D. C. Dave & Co.

(3) Internal Auditors:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, the Board of Directors of the Company have appointed Ernst & Young LLP and Mahajan & Aibara, to conduct internal audit reviews for the Company.

(4) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Parikh & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended 31st March, 2018. The Secretarial Audit Report for the Financial Year ended 31st March, 2018 is annexed as Annexure E and does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

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

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure G.

The information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136 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. None of the employees listed in the said Annexure is related to any Director of the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12(1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT.9 is attached as Annexure H.

MANAGEMENT DISCUSSION AND ANALYSIS, BUSINESS RESPONSIBILITY REPORT AND CORPORATE GOVERNANCE

The Management Discussion and Analysis Report, the Business Responsibility Report and the Report on Corporate Governance, as required under the Listing Regulations, forms part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors acknowledge the dedicated service of the employees of the Company during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, business partners and other stakeholders.

On behalf of the Board of Directors

BHASKAR BHAT

Chairman

Mumbai, 26th April, 2018

Mar 31, 2017

BOARD''S REPORT

TO THE MEMBERS OF RALLIS INDIA LIMITED

The Directors hereby present their Sixty-ninth Annual Report on the business and operations of the Company and the financial statements for the year ended 31st March, 2017.

FINANCIAL RESULTS Rs,in crores

	Standalone		Consolidated
	2016-17	2015-16	2016-17	2015-16
Revenue from operations	1,505.17	1,386.72	1,782.98	1,627.79
Other Income	10.51	4.66	12.79	14.28
	1,515.68	1,391.38	1,795.77	1,642.07
Profit/ (-) Loss before Finance cost, Depreciation and Tax	245.55	210.93	276.16	243.31
Finance Costs	(2.67)	(7.92)	(7.29)	(13.59)
Depreciation	(41.94)	(37.83)	(47.31)	(43.61)
Profit before exceptional items and tax	200.94	165.18	221.56	186.11
Exceptional items	158.39	-	158.39	-
Profit before Tax	359.33	165.18	379.95	186.11
Provision for Tax	(79.26)	(35.75)	(83.90)	(39.58)
Deferred Tax	(14.04)	(3.27)	1.02	0.56
Profit for the year	266.03	126.16	297.07	147.09
Profit for the year attributable to:
Owners of the Company	266.03	126.16	297.46	143.39
Non-controlling interests	-	-	(0.39)	3.70
Other comprehensive income (net of taxes)	(0.46)	0.32	(0.51)	0.10
Total comprehensive income	265.57	126.48	296.56	147.19
Profit for the year	265.57	126.48	296.95	143.49
Balance of Profit brought forward from previous year	540.51	461.63	510.60	478.03
	806.08	588.11	807.55	621.52
Appropriations
Transfer to General Reserve	-	(12.60)	-	(12.60)
Equity Dividend	(48.62)	(29.17)	(48.62)	(29.17)
Income tax on Equity Dividend	(9.90)	(5.83)	(9.90)	(5.83)
Post acquisition Goodwill	-	-	(15.70)	(63.32)
Balance Profit carried forward to Balance Sheet	747.56	540.51	733.33	510.60

Footnotes: 1. Figures have been rounded off toRs,crores.

2. Exceptional item comprises profit on assignment of leasehold rights to a plot of land in the MIDC Area, Turbhe, Navi Mumbai. The profit is net of costs, including a premium levied under the repealed Urban Land (Ceiling and Regulation) Act, 1976, which has been paid under protest

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the General Reserve out of the amount available for appropriations. DIVIDEND

The Directors are pleased to recommend a dividend ofRs,2.50 per share (250%) on the Equity Shares of the Company (Previous yearRs,2.50 per share). The Directors are also pleased to recommend a one-time special dividend ofRs,1.25 per share (125%), out of the profit on assignment of leasehold rights in the Turbhe land. If the dividend and special dividend, as recommended above, is declared by the Members at the Annual General Meeting, the total outflow towards dividend on Equity Shares for the year would beRs,87.77 crores (including dividend tax) (Previous YearRs,58.51 crores).

DIVIDEND DISTRIBUTION POLICY

Securities and Exchange Board of India (''SEBI''), by its notification dated 8th July, 2016, has amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), introducing new Regulation 43A mandating the top 500 listed entities, based on market capitalization calculated as on 31st March of every financial year, to formulate a Dividend Distribution Policy and disclose the same in their Annual Reports and on their websites.

Accordingly, the Board of the Company has adopted a Dividend Distribution Policy, which is attached as Annexure A. The Policy is also available on the website of the Company under the "Investor Relations" section.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2017 wasRs,19.45 crores. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company. As on 31st March, 2017, Dr. C. V. Natraj holds 4,831 (0.002%) Equity Shares of the Company. No other Director holds any shares in the Company.

COMPANY PERFORMANCE

The Company''s consolidated revenues during the year areRs,1,782.98 crores, as compared toRs,1,627.79 crores in the previous year. The Company''s profit before exceptional items and tax on a consolidated basis isRs,221.56 crores during the year, as compared toRs,186.11 crores in the previous year, an increase of 19.0% over the previous year. Exceptional item ofRs,158.39 crores for year ended 31st March, 2017 comprises profit on assignment of leasehold rights to a plot of land in the MIDC Area, Turbhe, Navi Mumbai. The Company earned a net profit ofRs,170.22 crores (excluding exceptional itemRs,126.85 crores), higher by 15.7%, as against a net profit ofRs,147.09 crores in the previous year, on a consolidated basis.

OPERATIONS 1. CROP PROTECTION

Indian Agriculture in 2016-17 started on an optimistic note, on account of better monsoon forecast followed by good initial rainfall. The year did mark an increase in acreages as well as production, as compared to the previous year, with an encouraging effect on the Agri input industry as well. However, growth was not uniform across India due to various factors. Some areas experienced delayed onset of monsoon or dry spells, whereas there was excess rainfall in some areas. Absence of the North East monsoon had a severe impact in the southern States.

The year also saw lower crop pest pressure in many areas, impacting the insecticides segment to a certain extent. Inventory levels of crop protection products in the industry remains high due to poor liquidation in the Rabi season. Major crops impacted due to North East monsoon: The North East monsoon, which sweeps across the Southern States between October and December, ended with a deficit of 60%. This resulted in a drastic fall in the acreage of key crops in these States during the Rabi season, impacting sales of the Company''s products in these States.

New Products introduced during the year: Domestic Formulations Business achieved a revenue growth of 8% during the year with a higher increase in the underlying volume growth. There is a rising demand for advanced chemistries and farmers are readily adopting new technologies. As a response to market changes and in order to meet farmers'' expectations, your Company has launched three new products during the year:

Epic: Epic is an improved and advanced WDG formulation of Hexaconazole, with lowest formulation dose of fungicide in Indian history. It was launched in the main market of paddy.

Summit: An advanced new generation insecticide based on Spinetoram, Summit is effective against thrips and almost all caterpillar pests.

Neonix: Neonix is the first ever seed treatment product in India, which controls both soil insects and soil borne diseases in groundnut and wheat crops.

Your Company has taken various initiatives to bring meaningful changes in the life of the Agri community. The key initiatives of the Company are:

Agri-Solution: The Mission of your Company is to provide agri solutions enhancing value for customers. To this effect, the Company has been working on several crops such as pulses, grapes, chilli, etc. over last few years, adding value to farmers by improving productivity. During the year, the Company experimented on Agri Solutions across the country on various crops, which gave further learning on deploying this to all our farmers. This initiative is called Rallis Samrudh KrishiÂ®.

Digital Initiatives: The Company is progressing well on its ICT initiatives, which will enable it to more effectively provide necessary services to the agri community. With an aim to be a partner in the digitization of Indian agriculture, Rallis has undertaken "Project Udaan". One of the most critical needs of the farming community is availability of predictive advisory services, which the Company provides through its digital platform, Drishti.

The Company is also digitally aligning its channel partners and sales team to stay connected with the farmers. The launch of Vistaar, a Geospatial Analytics engine, is intended to help the sales and marketing team in effective planning based on real time data, thus improving overall efficiency. These are all intended to be key enablers to our Rallis Samrudh KrishiÂ® programme.

Customer Promise: In addition to providing new, safer products, your Company is also committed to providing quality service to the farmers. The Company has enunciated its "Customer Promise", which is aimed at "Enhancing farm prosperity and building customer relationship".

Fruits and Vegetables: Fruits & Vegetables are considered high potential crops, capable of increasing farm prosperity. Rallis has developed and implemented customized Package of Practices for key fruits and vegetable crops to increase productivity and harvest of residue free produce. It is efficiently utilizing its resources to increase its business from this key crop segment.

Global crop protection sales declined by 2.5% to reach US$ 49.9 billion at the distributor level in 2016 as against US$

51.2 billion in 2015. The key factors leading to the decline of revenue included high distributor inventory in many countries, strengthening of the US dollar against local currencies, weak crop prices for all major commodities and weak prices of Glyphosate. The market was further weakened by low pest/ disease pressure.

Asian markets benefitted from an improved but still not optimal monsoon, weather conditions in Western Australia improved but the market was affected by low crop prices. El Nino weather patterns affected many countries in 2016. European market benefitted from a mild winter and early spring. However, summer in Northern Europe was cool and dry with sporadic heavy rainfall affecting crop production. US market benefitted from better growing conditions and

improved water availability in California, although this depressed early season of mite pressure. Brazil was again affected by El Nino dry weather, although conditions in Argentina were less negative.

The global planted areas of maize, rice, soybean and sunflower rose, while wheat, cotton and oilseed rape experienced a decline. Wheat and oilseed rape planting areas marginally declined, while areas under cotton suffered a greater fall. Except for oilseed rape, production increased ahead of acreage growth, indicating yield improvement at a global level. There was high adoption of Xtend cotton (USA) and Intacta soybeans (Brazil).

The International Business Division achieved a revenue growth of 10% during the current year, growing toRs,441 crores, as againstRs,401 crores during 2015-16. Ten new registrations were obtained during the year and the Company commercialized three products in different geographies.

During 2017-18, the Company is expecting registration approvals in 8 to 9 countries and also several product launches around the globe, while it will continue to focus on key geographies in Latin America, South East Asia and European markets.

2. NON-PESTICIDE PORTFOLIO (NPP)

Your Company''s aim to create value for farmers through an end-to-end solutions based approach is reflected through its Non-Pesticide Portfolio (NPP), which serves emerging needs of the farming community. This enables the farmers to look at the Company as a solution provider for all their agriculture related needs. NPP continues to be a focus area for the Company, and its sales during the year was 31% of the total revenue.

Seeds and Plant Growth Nutrients:

During the year, the Company made progress to establish the cotton seeds portfolio and grew revenues. One new product was launched, viz. cotton Akshada for Maharashtra and in the coming year the business will focus on growing its market presence in cotton seeds.

The Company launched Surplus, a multi micro nutrient, nano technology based liquid fertilizer in Maharashtra and plans to launch it in other States in the coming year. The plant growth nutrients segment registered good growth during the year and the Company plans to build Ralligold as a major brand in the next 3-5 years.

Agri Services:

Agri Services portfolio comprises the organic manure product GeoGreen, Grapes Samrudh Krishi (SK) initiative and MoPu (More Pulses) programme. During the year, GeoGreen sales increased by about 10% over the previous year. A new product Geo Green P plus was introduced during the year, which has been well accepted by the market. Sales were impacted in Southern India due to severe drought conditions in that region. Grapes SK initiative was stabilized over technology platform and the MoPu initiative continued to make good progress in Madhya Pradesh and Maharashtra.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

Up to the year ended 31st March, 2016, the Company prepared its Financial Statements in accordance with generally accepted accounting principles in India, including accounting standards read with Section 133 of the Act notified under the Companies (Accounting Standards) Rules, 2006 (''Previous GAAP''). These are the Company''s first Ind AS Financial Statements.

The annual financial statements of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the registered offices of the respective subsidiary companies and will be available to investors seeking information at any time.

The consolidated financial results reflect the operations of the following subsidiaries: Metahelix Life Sciences Ltd. (''Metahelix''), PT Metahelix Lifesciences Indonesia (subsidiary of Metahelix), Zero Waste Agro Organics Ltd. and Rallis Chemistry Exports Ltd.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the Listing Regulations. The Policy, as approved by the Board, is uploaded on the Company''s website.

PERFORMANCE OF SUBSIDIARIES

(1) Metahelix Life Sciences Ltd.

During the year, Metahelix became a material, unlisted subsidiary, as defined in Regulation 16(1)(c) of the Listing Regulations, with its income exceeding 20% of the consolidated income in the immediately preceding accounting year.

Revenue from operations of Metahelix increased fromRs,252.92 crores in the previous year, toRs,286.55 crores during 2016-17, registering a growth of 13.3% over the previous year. Its net profit during the year isRs,32.34 crores, as compared toRs,20.85 crores in the previous year, an increase of 55.1%.

Consolidated revenues of Metahelix wereRs,286.34 crores and its consolidated net profit during the period wasRs,31.73 crores.

Metahelix continued its impressive performance with growth in volumes and market shares in all crops. With significant improvement in market shares, it has narrowed the gap with the second largest player in hybrid rice and retained the second position in millet. In maize, it has significantly improved its position, with a growth of 35% in sales volumes over the previous year. In addition to strong business performance, Metahelix during the year further strengthened its brand presence, helping it to realize better prices in the market. On the seed production front, it strengthened its supply capabilities with the addition of newer locations. During the year, Metahelix launched 11 new products.

(2) PT Metahelix Life sciences Indonesia

During the year, Metahelix has invested USD 1,22,500 for 1,22,500 Equity shares of USD 1 each, with 65.77% shareholding in an Indonesian Joint Venture (JV). Mr. Suresh Vaswani, the JV partner has invested his share of USD 1,27,500 for 63,750 Equity Shares of USD 2 each, with 34.23% shareholding. The JV Company PT Metahelix Life sciences Indonesia, has initiated seed production operations in March 2017. Testing and evaluation of new products in Maize and Rice in Indonesia shall be initiated during 2017-18.

(3) Zero Waste Agro Organics Ltd.

During the year, the Company has acquired the balance Equity Shares in Zero Waste Agro Organics Ltd. (ZWAOL). Consequently, the shareholding of the Company in ZWAOL has increased from 73.63% to 100%, making it a wholly owned subsidiary of your Company.

Revenue from operations of ZWAOL during the year wereRs,7.55 crores, as againstRs,11.45 crores in the previous year. Net profit during the period isRs,0.07 crores, as compared toRs,0.25 crores in the previous year.

During the year, ZWAOL has completely moved to a comprehensive efficient model of turnkey manufacture, while having stringent quality assurance processes. It also commenced trials in defined geographies for use of herbal probiotics as chicken feed in poultry farms for healthy growth of chickens and in aqua business for fisheries. Trial results have so far showed a positive response.

(4) Rallis Chemistry Exports Ltd.

The Company is yet to commence commercial activities and currently is not operational.

During the year under review, PT Metahelix Life sciences Indonesia has become a subsidiary of the Company''s wholly owned subsidiary, Metahelix Life Sciences Ltd., and thus, an indirect subsidiary of the Company. No Company has ceased to be a subsidiary of the Company. The Company does not have any associate or joint venture companies. A statement in Form AOC.1, containing the salient features of the financial position of the subsidiary companies, is attached as Annexure B.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has made an investment during the year in acquiring an additional 19,421 Equity Shares in its subsidiary, Zero Waste Agro Organics Ltd., for a total consideration ofRs,19.49 crores.

During the year, the Company has issued a Corporate Guarantee in respect of credit facilities of up toRs,270 crores availed by Advinus Therapeutics Ltd. (Advinus), to the extent of 16.89% of the total obligations of Advinus under such borrowings.

The Company has not given any loans or provided any security during the year.

FIXED DEPOSITS

Your Company has not accepted any public deposits during the financial period under review.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. 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.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company''s website.

Details of the transactions with Related Parties are provided in the accompanying financial statements. There were no transactions during the year which would require to be reported in Form AOC.2

RISK MANAGEMENT

Risk management comprises all the organizational rules and actions for early identification of risks in the course of doing business and the management of such risks.

Although not mandatory, as a measure of good governance, the Company has constituted a Risk Management Committee of the Board. The Committee reviews the Company''s performance against identified risks, formulates strategies towards identifying new and emergent risks that may materially affect the Company''s overall risk exposure and reviews the Risk Management Policy and structure.

This robust Risk Management framework seeks to create transparency, minimize adverse impact on business objectives and enhance the Company''s competitive advantage.

The Internal Audit Department is responsible for facilitating coordination with the heads of various Departments, with respect to the process of identifying key risks associated with the business, manner of handling risks, adequacy of mitigating factors and recommending corrective action. The major risks forming part of the Enterprise Risk Management process are linked to the audit universe and are also covered as part of the annual risk based audit plan.

The Company has adopted a Risk Management Policy pursuant to Section 134 of the Act.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Company has appropriate internal control systems for business processes with regard to its operations, financial reporting and compliance with applicable laws and regulations. It has documented policies and procedures covering financial and operating functions and processes. These policies and procedures are updated from time to time and compliance is monitored by the internal audit function as per the audit plan. The Company continues its efforts to align all its processes and controls with best practices.

Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Board''s Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment and Retirement:

During the year, Mr. E. A. Kshirsagar and Mr. B. D. Banerjee retired as Non-Executive, Independent Directors of the Company, on reaching the retirement age as per the Governance Guidelines adopted by the Board. Mr. Kshirsagar as Chairman of the Audit Committee and Mr. Banerjee as Chairman of the Nomination and Remuneration Committee, as well as of the Property Committee, provided valuable guidance and direction to the Company. The Directors wish to place on record their sincere appreciation of the significant contribution made by Mr. Kshirsagar and Mr. Banerjee during their tenure as Directors of the Company.

Dr. C. V. Natraj and Mrs. Padmini Khare Kaicker have been appointed as Additional Directors on the Board of the Company with effect from 22nd July, 2016. Pursuant to the provisions of Section 161 of the Act and Article 116 of the Articles of Association of the Company, Dr. Natraj and Mrs. Kaicker vacate office and are eligible for appointment as Non-Executive, Independent Directors of the Company. In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Dr. Natraj and Mrs. Kaicker as Independent Directors for a term of five years, is being placed before the Members in General Meeting for their approval. As per the provisions of Section 149 of the Act, they will not be liable to retire by rotation. Members are requested to refer to Item Nos.6 and 7 of the Notice of the Annual General Meeting (AGM) and the Explanatory Statement for details of their qualifications and experience.

The Board of Directors, at its meeting held on 20th January, 2017, subject to the approval of the Members at the AGM, re-appointed Mr. V. Shankar as the Managing Director & CEO of the Company, for a further term with effect from 13th March, 2017 up to 30th September, 2021 (till he attains the retirement age). Members are requested to refer to Item No. 8 of the Notice of the AGM and the Explanatory Statement for the terms of re-appointment and remuneration of Mr. Shankar.

In accordance with the provisions of Section 152 of the Act and in terms of Article 112(2) of the Articles of Association of the Company, Mr. Bharat Vasani retires and is eligible for re-appointment.

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company:

Mr. V. Shankar, Managing Director & CEO Mr. Ashish Mehta, Chief Financial Officer Mrs. P. S. Meherhomji, Company Secretary

Apart from Mr. V. Shankar who is re-appointed as Managing Director & CEO, no other KMP has been appointed or has retired or resigned during the year.

Governance Guidelines:

Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee (NRC) is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the CVs of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director:

Independence: In accordance with the above criteria, a Director will be considered as an ''Independent Director'' if he/ she meets with the criteria for ''Independent Director'' as laid down in the Act and Regulation 16(1)(b) of the Listing Regulations.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the ''Code for Independent Directors'' as outlined in Schedule IV to the Act.

Annual Evaluation of Board Performance and Performance of its Committees and of Directors:

The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The Board''s functioning was evaluated on various aspects, including inter alia structure of the Board, including qualifications, experience and competency of Directors, diversity in Board and process of appointment; Meetings of the Board, including regularity and frequency, agenda, discussion and dissent, recording of minutes and dissemination of information; functions of the Board, including strategy and performance evaluation, corporate culture and values, governance and compliance, evaluation of risks, grievance redressal for investors, stakeholder value and responsibility, conflict of interest, review of

Board evaluation and facilitating Independent Directors to perform their role effectively; evaluation of management''s performance and feedback, independence of management from the Board, access of Board and management to each other, succession plan and professional development; degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and management.

REMUNERATION POLICY

BOARD AND COMMITTEE MEETINGS

A calendar of Board and Committee Meetings to be held during the year was circulated in advance to the Directors. Seven Board Meetings were convened and held during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

At Rallis, Corporate Social Responsibility (CSR) is an integral part of our Sustainability Model. Your Company strongly believes in the Tata ethos of "what comes from the community should go back many times". One of the key features of our CSR projects is focus on participatory and collaborative approach with the community. The Company continues to emphasize on implementation of key areas denoted and chosen in its Sustainability Model which was developed two years ago. The model primarily covers Social and Environment aspects.

The Board has constituted a Corporate Social Responsibility Committee headed by Mr. Bharat Vasani as Chairman, with Dr. Y. S. P. Thorat and Mr. V. Shankar as Members. The Company has adopted a Corporate Social Responsibility (CSR) Policy in compliance with the provisions of the Act.

Majority of our interventions are weaved around key CSR focus areas, including Natural Resource Management (NRM), Employability, Education and Affirmative Action initiatives. Under NRM, focus is on water conservation through rain water harvesting (''Jal Dhan'') and improving soil health. Other focus area under NRM is ''Greening, majorly through forestation and tree plantation drives.

Under Education, focus is on Science, English and Information Technology, along with support for infrastructure and capacity building. Educational interventions are branded as ''RUBY'' (Rallis Ujjwal Bhavishya Yojana).

Under Employability, focus is on skill development especially for women and tribals. Women empowerment programmes are branded ''TARA, symbolizing ''Star'', which has its own light and lights the world around with its presence.

The Company, under its Affirmative Action programme, focuses on converting a backward Tribal village into a Model Tribal village. This initiative is focused on tribal areas around Mumbai in Maharashtra.

The above projects are in accordance with Schedule VII of the Act. The Company has spentRs,3.95 crores towards the CSR projects during the current Financial Year 2016-17.

The average net profit of the Company, computed as per Section 198 of the Act, during the three immediately preceding financial years wasRs,195.5 crores. It was hence required to spendRs,3.91 crores on CSR activities during the Financial Year 2016-17, being 2% of the average net profits of the three immediately preceding financial years.

The Annual Report on CSR activities is attached as Annexure D.

The Company has not received any complaint of sexual harassment during the financial year 2016-17.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. 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 has been denied access to the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

AUDITORS (1) Statutory Auditors:

Deloitte Haskins & Sells LLP (DHS), Chartered Accountants, have been the Auditors of the Company since FY 2007-08 and have completed a term of ten years. Their term as auditors is up to the conclusion of the forthcoming AGM. In accordance with the provisions of Section 139 of the Act, B S R & Co. LLP, Chartered Accountants (BSR) (Firm Registration No. 101248W/W-100022) are proposed to be appointed as auditors for a period of 5 years commencing from the conclusion of this AGM till the conclusion of the 74th AGM of the Company to be held in 2022, subject to ratification of their appointment at every AGM, if so required under the Act.

BSR have consented to their appointment as Statutory Auditors and have confirmed that their appointment, if made, will be in accordance with Section 139 read with Section 141 of the Act. Members are requested to approve the appointment of BSR and authorize the Board of Directors to fix their remuneration.

(2) Cost Auditors:

M/s. N. I. Mehta & Co., Cost Accountants have been conducting cost audit for the Company for the past several years. On retirement of Mr. N. I Mehta, Senior Partner of the Firm, the Company has appointed D. C. Dave & Co., Cost Accountants, to conduct Cost Audits relating to Insecticides (Liquid, Solid and Technical Grade), Fertilizers and Chemicals (Plastics and Polymers) of the Company for the year ending 31st March, 2018. Pursuant to the provisions of Section 148 of the Act read with The Companies (Audit and Auditors) Rules, 2014, Members are requested to consider ratification of the remuneration payable to D. C. Dave & Co.

The due date for filing of the Cost Audit Report for the financial year 2015-16 was 30th September, 2016. The Company has filed the Report with the Ministry of Corporate Affairs on 26th September, 2016.

(3) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Parikh & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended 31st March, 2017. The Secretarial Audit Report is annexed as Annexure E.

The Auditors'' Report and the Secretarial Audit Report for the financial year ended 31st March, 2017 do not contain any qualification, reservation, adverse remark or disclaimer.

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

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure G.

The information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136 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. None of the employees listed in the said Annexure is related to any Director of the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12(1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT.9 is attached as Annexure H.

MANAGEMENT DISCUSSION AND ANALYSIS, BUSINESS RESPONSIBILITY REPORT AND CORPORATE GOVERNANCE

The Management Discussion and Analysis Report, the Business Responsibility Report and the Report on Corporate Governance, as required under the Listing Regulations, forms part of the Annual Report.

ACKNOWLEDGEMENT

On behalf of the Board of Directors

BHASKARBHAT Chairman

Mumbai, 24th April, 2017

Mar 31, 2015

TO THE MEMBERS OF RALLIS INDIA LIMITED

The Directors hereby present their Sixty-seventh Annual Report on the business and operations of the Company and the fnancial accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS Rs.in crores Standalone Consolidated 2014-15 2013-14 2014-15 2013-14

Revenue from operations (Gross) 1,622.16 1,633.57 1,925.53 1,849.28

Excise Duty (103.69) (102.72) (103.69) (102.72)

Revenue from operations (Net) 1,518.47 1,530.85 1,821.84 1,746.56

Other Income 1.72 5.76 4.16 6.38

1,520.19 1,536.61 1,826.00 1,752.94

Profit/ (-) Loss before Finance cost,

Depreciation and Tax 255.13 253.07 281.30 267.67

Finance Costs (4.79) (8.05) (10.13) (12.60)

Depreciation (44.59) (35.97) (49.58) (40.66)

Profit before Tax 205.75 209.05 221.59 214.41

Provision for Tax (56.47) (58.32) (56.45) (58.32)

Deferred Tax (3.87) (4.37) (5.34) (3.42)

Profit for the year before minority

interest 145.41 146.36 159.80 152.67

Minority Interest - - 2.58 0.80

Profit for the year 145.41 146.36 157.22 151.87

Balance of Profit brought forward from previous year 361.90 284.80 366.41 283.80

507.31 431.16 523.63 435.67

Appropriations

Transfer from/ (to) General Reserve (14.54) (14.64) (14.54) (14.64)

Interim Dividend (19.45) (19.45) (19.45) (19.45)

Income Tax on Interim Dividend (3.89) (3.31) (3.89) (3.31)

Proposed Equity Dividend (29.17) (27.23) (29.17) (27.23)

Income tax on Equity Dividend (5.83) (4.63) (5.83) (4.63)

Depreciation on transition to Schedule II of the Companies Act, 2013 (2.37) - (2.37) -

Balance Profit/(-) Loss carried forward to Balance Sheet 432.06 361.90 448.38 366.41

Footnote:

Figures have been rounded off to crores.

The Company proposes to transfer an amount of Rs. 14.54 crores to the General Reserves. An amount of Rs. 70.16 crores is proposed to be retained in the Statement of Profit and Loss.

DIVIDEND

The Board of Directors had declared an interim dividend ofRs. 1/- per share (100%) on the Equity Shares of the Company, in October 2014. The Directors are pleased to recommend a final dividend ofRs. 1.50 per share (150%) on the Equity Shares. This will take the total dividend for the year toRs. 2.50 per share (250%) (Previous yearX 2.40 per share, i.e. 240%). If the final dividend, as recommended above, is declared by the Members at the Annual General Meeting, the total outflow towards dividend on Equity Shares for the year would be Rs. 58.34 crores (including dividend tax) (Previous YearX 54.62 crores).

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 19.45 crores. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company. As on 31st March, 2015, none of the Directors of the Company hold shares of the Company.

COMPANY PERFORMANCE

The Company achieved a new landmark in revenues, crossing the Rs. 1,900 crores milestone on a consolidated basis. The Company''s profit before tax on a consolidated basis is Rs. 221.59 crores during the year, as compared to Rs. 214.41 crores in the previous year, an increase of 3.4% over the last year. The Company earned a net profit ofRs. 157.22 crores, as against a net profit ofRs. 151.87 crores in the previous year, on a consolidated basis.

OPERATIONS

(1) CROP PROTECTION

The financial year 2014-15 witnessed many swings in weather pattern throughout the year, leading to tough market conditions for agri input businesses. The south-west monsoon turned out to be unfavourable, with a delayed set-in coupled with deficient rainfall all through the season. This set back Kharif operations in many parts of the country, impacting sowing of key crops such as paddy, cotton, oilseeds etc. Both the temporal and spatial distribution of rainfall was poor, affecting the acreage as well as crop yields for Kharif. While the cumulative average south-west monsoon was deficient by 12%, late rains raised the hope of a good Rabi crop. Though the Rabi season started on a promising note, weather disturbances in the form of frequent unseasonal rains and hailstorms impacted the quality and quantum of standing crops across the western, northern and central parts of the country.

The shortfall in monsoon led to a 7% drop in Kharif grain output. According to estimates by the Government, the country''s grain production is expected to decline by 3.2% to 257.07 million tonnes in the 2014-15 crop year. Agriculture and allied sectors'' growth is estimated at 1.1% this fiscal, down from 3.7% in the previous year, due to decline in production of food grains and oilseeds.

Despite challenging market conditions, the branded Domestic Formulation Business registered a growth during the year. Keeping to the proposition of offering relevant solutions to the Indian farming community, your Company introduced four new products in the domestic market. These are:

HUNK, first time ever launch of a high purity product. It is a solution for larvae and sucking pests in paddy and other crops.

ORIGIN, first ever insecticide and fungicide combination product in India, it is a solution for leaf folder and sheath blight in paddy crop.

DUTON, first time ever launch at the same time as the inventor Company, a post emergent herbicide for paddy crop.

BLEND, a unique fungicide combination product for control of downy mildew disease in grapes.

New sales Units including regional, area sales offices and territories were created to cater to the needs of customers more effectively and increasing reach and penetration. The sales team has optimally utilized available resources during the year in achieving growth targets. The initiatives introduced by the Company during previous years, such as EAGLE (Expansion and Aggressive Growth through Leadership and Excellence), RKK (Rallis Kisan Kutumb) and SAMPARK have now become a way of life for the sales and marketing team and are being interlinked for more effective results. These drive market access and customer connect activities. The RKK data is being utilized in a major way in establishing farmer connect. Channel finance and channel partner studies have been introduced during the year for channel optimization. E-Bandhan, for enhancing connect between Rallis dealers and the Company, has been introduced.

The International Business Division grew during 2014-15, contributing to 28% of overall revenues of the Company. This performance is noteworthy in the wake of varying demands in the different crop protection segments during the year. A number of registrations were obtained during the year and the International Business Division commercialized two products in different geographies. Contract Manufacturing Business also grew, led by higher volume sales in new geographies. The Company''s effort to augment its Contract Manufacturing Business is receiving encouraging response, and several evaluations are under progress. One new product was also commercialized during the year.

(2) NON-PESTICIDE PORTFOLIO (NPP)

Your Company''s efforts in building a Non-Pesticide Portfolio to cater to the changing needs of the farmers and agriculture, gained momentum during the year. The share of NPP sales was 33% of the total revenue. The Non-Pesticide Portfolio gives an opportunity to the Company to serve the emerging needs of the farming community, by leveraging its traditional connection with the farmers. This enables the farmers to look at the Company as a solution for all their agriculture related needs.

During the year, your Company has taken several steps to strengthen the non-pesticide portfolio business; one of them is appointing dedicated Managers to focus on this business.

Seeds and Plant Growth Nutrients: The Seeds business, largely driven by the subsidiary Company Metahelix Life Sciences, performed well during the year. Sales grew by 37.9%, to Rs. 309.99 crores during 2014-15, while profits, at Rs. 16.54 crores, rose by 79.3%. This business recorded impressive gains in the market share, particularly in hybrid paddy and maize seeds.

In Plant Growth Nutrient (PGN) business, the Company''s strategy is to identify, create, establish and scale up brands quickly, for achieving profitable and sustainable growth.

Your Company has launched a new solution AMPLUS and AMPLUS ACTIVE. It is an innovative and modern technology HYTÂ based microbial bio product and helps in enhancing the soil fertility by fixing atmospheric nitrogen, thus decomposing organic wastes and thereby stimulating plant growth.

The Company offers several products across all the sub categories of PGN. Ralligold, Tata Bahaar, Tata Upahaar RDS, Solubor, Tracel and Gluco Beta have become prominent brands in the Indian PGN segment. During 2014-15, the Company successfully established and scaled up the sales of its new organic product Gluco Beta. This was possible through use of innovative marketing approaches.

Agri Services: Agri Services portfolio comprises the organic manure product GeoGreen, Samrudh Krishi (SK) initiative, MoPu (More Pulses) initiative and agri implements. During the financial year, sales of GeoGreen organic manure increased significantly, albeit on a small base. SK initiative continued to make good progress on grapes, with grapes farmer enrolment registering handsome improvement. The MoPu initiative was extended to Madhya Pradesh in addition to Maharashtra and Karnataka. While both SK and MoPu initiatives continue to add significant value to farmers, climate related uncertainties especially towards the latter stage of crop, affected the final output. Our Agri implements presence currently consists of sprayers. During the year, we have introduced state-of-the-art battery and power sprayers for test marketing in a few key markets.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India, form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

The annual accounts of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the registered offices of the respective subsidiary companies and will be available to investors seeking information at any time.

The consolidated financial results reflect the operations of the following subsidiaries: Metahelix Life Sciences Ltd., Zero Waste Agro Organics Ltd. and Rallis Chemistry Exports Ltd.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Clause 49 of the Listing Agreement. The Policy, as approved by the Board, is uploaded on the Company''s website at the web link: http://www.rallis.co.in/Material_Subsidiaries_Policy.htm

PERFORMANCE OF SUBSIDIARIES

(1) Metahelix Life Sciences Ltd.

Net sales of Metahelix Life Sciences Ltd. (Metahelix) increased from Rs. 224.81 crores in the previous year to Rs. 309.99 crores during 2014-15. Net profit during the period is Rs. 16.54 crores, as compared to a net profit ofRs. 9.23 crores in the previous year.

Metahelix has performed well during the year, by significantly growing volumes in all the crops and improving its market share in each of the key market segments. The farmer base for Metahelix increased by more than a million to about 3.5 million farmers and its channel reach also improved significantly during the year. Metahelix is also exploring opportunities in select countries in the South East Asia Region, which would have a demand for crops of its interest such as corn and paddy.

(2) Zero Waste Agro Organics Ltd.

During the year, the Company has acquired additional Equity Shares in Zero Waste Agro Organics Ltd. (ZWAOL), pursuant to the Share Subscription and Share Purchase Agreement dated 23rd April, 2012. Consequently, the shareholding of the Company in ZWAOL has increased from 51.02% to 73.59%.

Net sales of ZWAOL increased from Rs. 8.09 crores in the previous year to Rs. 11.35 crores during 2014-15. Net loss during the period is Rs. 0.92 crores, as compared to a net loss ofRs. 2.45 crores in the previous year.

During the year, ZWAOL has successfully established its organic compost product under the brand name GeoGreen. GeoGreen is scientifically manufactured organic compost derived out of wastes from sugar industry which helps in improving deteriorating soil health and driving agriculture productivity. GeoGreen has been introduced on key cash crops such as grapes, banana, vegetables, pomegranates, arecanut, ginger, potato, apple including commercial crops like sugarcane and cotton. The product has been introduced in many States and has been well accepted by the farmers.

(3) Rallis Chemistry Exports Ltd.

The Company has not commenced commercial activities since incorporation and currently is not operational.

During the year under review, no Company has become or ceased to be a subsidiary of the Company. The Company does not have any associate or joint venture companies. A statement containing the salient features of the financial position of the subsidiary companies in Form AOC.1 is annexed as Annexure A.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has made an investment during the year in acquiring an additional 16,627 Equity Shares in its subsidiary, Zero Waste Agro Organics Ltd., at Rs. 7,719/- per share, aggregating to Rs. 12.83 crores. The Company has not given any loans or guarantees or provided any security during the year.

FIXED DEPOSITS

Your Company has not accepted any public deposits during the financial period under review.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (''the Act'') and the Listing Agreement. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under Clause 49 of the Listing Agreement.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company''s website at the web link: http://www.rallis.co.in/Related_Party_Transactions_Policy.htm

Details of the transactions with Related Parties are provided in the accompanying financial statements.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Clause 49 of the Listing Agreement. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this programme, each Function and Unit addresses opportunities and risks through a comprehensive approach aligned to the Company''s objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

Sustainability is embedded in the Corporate Enterprise Risk Management programme, which gives an opportunity to increase the effectiveness of risk management practices and for improving business efficiency. The Company''s social and environmental policies correlate strongly with the risk management strategy and ultimately the financial performance.

This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies. The current risk slate and the comprehensive risk policy have been further redefined during the year. The major risks forming part of the Enterprise Risk Management process are linked to the audit universe and are covered as part of the annual risk based audit plan.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Company''s internal audit systems are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Company''s policies, identifying areas of improvement, evaluating the reliability of Financial Statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use.

Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Directors'' Report.

Appointment of Directors:

At the Annual General Meeting of the Company held on 30th June, 2014, the Members had approved the appointment of Mr. B. D. Banerjee, Mr. E. A. Kshirsagar, Mr. Prakash R. Rastogi, Dr. Y. S. P. Thorat and Dr. (Mrs.) Punita Kumar-Sinha as Independent Directors for a term of five years or until their completing 75 years of age, whichever is earlier.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Clause 49 of the Listing Agreement entered into with the Stock Exchanges. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

No Director or Key Managerial Person has been appointed or has retired or resigned during the year.

In accordance with the provisions of Section 152 of the Act and in terms of Article 112 (2) of the Articles of Association of the Company, Mr. Bharat Vasani retires and is eligible for re-appointment.

Governance Guidelines:

The Company has adopted Governance Guidelines on Board Effectiveness. The Governance Guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Director term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director remuneration, Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees.

Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the CVs of potential candidates vis-Ã -vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Clause 49 of the Listing Agreement.

Independence: In accordance with the above criteria, a Director will be considered as an ''Independent Director'' if he/ she meets with the criteria for ''Independent Director'' as laid down in the Act and Clause 49 of the Listing Agreement.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the ''Code for Independent Directors'' as outlined in Schedule IV to the Act.

Annual Evaluation of Board Performance and Performance of its Committees and of Directors:

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Managing Director & CEO.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors.

The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

REMUNERATION POLICY

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and Clause 49 of the Listing Agreement.

The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.

The Nomination and Remuneration Committee has considered the following factors while formulating the Policy:

(i) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

(ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company. Details of the Remuneration Policy are given in the Corporate Governance Report. None of the Directors of the Company, who may be a Managing or Whole-time Director of the Company''s holding or subsidiary companies, have received any remuneration, including commission from the Company during the year.

Details of the Remuneration Policy are given in the Corporate Governance Report.

BOARD AND COMMITTEE MEETINGS

A calendar of Board and Committee Meetings to be held during the year was circulated in advance to the Directors. Eight Board Meetings were convened and held during the year.

The Board has constituted an Audit Committee with Mr. E. A. Kshirsagar as Chairman and Mr. B. D. Banerjee, Mr. Prakash R. Rastogi and Dr. Y. S. P. Thorat as Members. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Agreement.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2014-15.

Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

At Rallis, Participatory Sustainable Development has been an integral part of the Company''s Community Development Policy. The Company has adopted an Integrated Sustainability Model, representing the Social and Environment aspects.

The Board has constituted a Corporate Social Responsibility Committee headed by Mr. Bharat Vasani as Chairman, with Dr. Y. S. P. Thorat and Mr. V. Shankar as Members. The Company has adopted a Corporate Social Responsibility (CSR) Policy in compliance with the provisions of the Act. As part of its CSR initiatives, the Company has undertaken projects in the areas of Natural Resource Management, including water conservation programmes (Jal Dhan) through water shed and water harvesting and improving soil health; Enhancing Employability through Skill Development and Education, including Affirmative Action initiatives through its RUBY (Rallis Ujjwal Bhavishya Yojana) and TARA (Tata Rallis Women Empowerment Initiative) programmes; Greening projects, including afforestation drive in designated areas at Anegaon in Maharashtra and others States; and health and sanitation projects in Gujarat and Maharashtra.

The above projects are in accordance with Schedule VII of the Act. The Company has spent Rs. 2.13 crores towards the CSR projects during the current Financial Year 2014-15.

The average net profit of the Company, computed as per Section 198 of the Act, during the three immediately preceding fnancial years was Rs. 174.88 crores. It was hence required to spend Rs. 3.50 crores on CSR activities during the Financial Year 2014-15, being 2% of the average net profits of the three immediately preceding financial years. Since some of the projects undertaken by the Company are ongoing projects where the Company will have a continuing engagement over 2 to 3 years, part of the spend out of the total allocated budget for such projects will be in the next year. To that extent, the Company has an unspent amount ofRs. 1.37 crores in its CSR spend for the current year, which will be spent in the coming years.

The Annual Report on CSR activities is annexed as Annexure B.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2014-15.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. 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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

AUDITORS

(1) Statutory Auditors:

M/s. Deloitte Haskins & Sells LLP (DHS) are the statutory auditors of the Company and hold office till the conclusion of the forthcoming Annual General Meeting (AGM). DHS have furnished a certificate, confirming that if re-appointed, their re-appointment will be in accordance with Section 139 read with Section 141 of the Act. Pursuant to the provisions of the Act and the Rules made there under, it is proposed to appoint DHS as the statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 69th AGM to be held in the year 2017, subject to ratification of their appointment at the AGM to be held in 2016. Members are requested to consider the re-appointment of DHS and authorize the Board of Directors to fix their remuneration.

(2) Cost Auditors:

M/s. N. I. Mehta and Co., Cost Accountants have been appointed to conduct Cost Audits relating to Insecticides (Liquid, Solid and Technical Grade) and Chemicals (Plastics and Polymers) of the Company for the year ending 31st March, 2016. Pursuant to the provisions of Section 148 of the Act read with The Companies (Audit and Auditors) Rules, 2014, Members are requested to consider the ratification of the remuneration payable to M/s. N. I. Mehta & Co.

The due date for filing of the Cost Audit Report for the financial year 2013-14 was 30th September, 2014. The Company has filed the Report with the Ministry of Corporate Affairs on 24th September, 2014.

(3) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Parikh & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended 31st March, 2015. The Secretarial Audit Report is annexed as Annexure C.

The Auditors'' Report and the Secretarial Audit Report for the financial year ended 31st March, 2015 do not contain any qualification, reservation, adverse remark or disclaimer.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed as Annexure D.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 (12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure E.

The information required under Rule 5 (2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136 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. None of the employees listed in the said Annexure is related to any Director of the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in form MGT.9 is annexed as Annexure F.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

The Management Discussion and Analysis Report and the Report on Corporate Governance, as required under Clause 49 of the Listing Agreement, forms part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors wish to thank all the employees of the Company for their dedicated service during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, business partners and other stakeholders.

On behalf of the Board of Directors

R. GOPALAKRISHNAN Chairman Mumbai, 22nd April, 2015

Mar 31, 2014

The Directors hereby present their Sixty-sixth Annual Report on the business and operations of the Company and the financial accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

Rs. Crores

Standalone Consolidated

2013-14 2012-13 2013-14 2012-13 Revenue from operations (Gross) 1633.57 1418.58 1849.28 1552.98 Excise Duty (102.72) (94.80) (102.72) (94.80) Revenue from operations (Net) 1530.85 1323.78 1746.56 1458.18

Other Income 5.76 11.45 6.38 11.74

1536.61 1335.23 1752.94 1469.92

Profit/ (-) Loss before Finance cost, Depreciation and Tax 253.06 214.68 267.66 222.31

Finance Costs (8.05) (12.52) (12.60) (18.49)

Depreciation (35.97) (28.81) (40.66) (31.53)

Profit before Tax 209.04 173.35 214.40 172.29

Provision for Tax (58.31) (38.72) (58.31) (38.72)

Deferred Tax (4.37) (15.25) (3.42) (14.77)

Profit for the year before minority interest 146.36 119.38 152.67 118.80

Minority Interest - - 0.80 0.21

Profit for the year 146.36 119.38 151.87 119.01 Balance of Profit brought forward from previous year 284.80 242.03 283.80 241.40

431.16 361.41 435.67 360.41

Appropriations

Debenture Redemption Reserve - (12.50) - (12.50)

Transfer from/ (to) General Reserve (14.64) (11.93) (14.64) (11.93)

Interim Dividend (19.45) (19.45) (19.45) (19.45)

Income Tax on Interim Dividend (3.30) (3.15) (3.30) (3.15) Proposed Equity Dividend (27.23) (25.28) (27.23) (25.28)

Income tax on Equity Dividend (4.62) (4.30) (4.62) (4.30)

Balance Profit/(-) Loss carried forward to Balance Sheet 361.92 284.80 366.43 283.80

DIVIDEND

The Board of Directors had declared an interim dividend of Rs.1/- per share (100%) on the Equity Shares of the Company, in October 2013. The Directors are pleased to recommend a final dividend of Rs.1.40 per share (140%) on the Equity Shares. This will take the total dividend for the year to Rs. 2.40 per share (240%) (Previous year 2.30 per share, i.e. 230%). If the final dividend, as recommended above, is declared by the Members at the Annual General Meeting, the total outflow towards dividend on Equity Shares for the year would be Rs. 54.60 Crores (including dividend tax) (Previous Year Rs.52.18 Crores).

COMPANY PERFORMANCE

The Company achieved a new landmark in revenues, crossing the Rs. 1,800 Crores milestone. The Company''s profit before tax on a consolidated basis, is Rs. 214.40 Crores during the year, as compared to Rs.172.29 Crores in the previous year, an increase of 24% over the last year. The Company earned a net profit of Rs. 151.87 Crores, as against a net profit of Rs.119.01 Crores in the previous year on a consolidated basis.

OPERATIONS

(1) CROP PROTECTION

The financial year 2013-14 started on a positive note, with predictions of a good monsoon. The industry performance was good in the first half of the year; your Company also registered a good growth and sales as well as collections were highest ever during the first half of the year. However, the third quarter did not prove to be conducive for the crop protection industry. The quarter started with Cyclone Phailin hitting the key coastal States in the very first fortnight. The cyclone badly damaged the Kharif crops like paddy, cotton, chili and Bengal gram in the States of Andhra Pradesh, West Bengal, Odisha and Bihar. This was further aggravated by the continuous rains that followed the cyclone. Overall, the rainfall also helped in improving reservoir levels.

Aided by a favorable monsoon and a supportive input supply environment, Indian agricultural production bounced back in the current year, after a year of low growth in the previous year when the monsoons delivered uneven and deficient rainfall. The advance estimates (as per NCAER) suggest that the growth rate of agriculture and allied sectors would be 4.6% in 2013-14 as against 1.4% in 2012-13. Although excess rainfall towards the end of the monsoon period in some parts of Eastern and Central India led to crop damage, the late rains helped improve prospects of the rabbi crops with reported increases in sown area of the rabbi crops. The first assessment of the overall production of crop output for the full year 2013-14 shows that food grain production for the year is expected to achieve a new record exceeding 263 million tonnes, as against 257 million tonnes in 2012-13. The overall contribution of agriculture and allied sectors to the Indian GDP is estimated to be 13.9% in 2013-14.

Among the commercial crops, the production of oilseeds is estimated to grow by 6% during the Kharif season of 2013-14, while the production of sugarcane and cotton is estimated to have grown by 1.4% and 4% respectively, during the agriculture year 2013-14. Among the horticulture crops, production of fruits and vegetables is expected to increase by 4.1% during the year 2013-14 over the previous agriculture year. Government rice stocks (including rice equivalent of un-milled paddy rice) on January 1, 2014, stood at 30.2 million tonnes compared to 29.7 million tonnes a year ago. In contrast, following a steep decline in Government wheat procurement this marketing year, Government wheat stocks have declined, with January 1, 2014 stocks at 31 million tonnes compared to 34.4 million tonnes a year ago.

Your Company has registered an overall double digit growth during the financial year 2013-14. This growth is driven by an all-round performance and in particular, rise in sales of megabrands.

The branded Domestic Formulation Business registered a good growth during the year over the previous year.

New sales Units including regional and area sales offices and teritories were created to cater to the needs of customers more effectively and increasing reach and penetration. The sales team has optimally utilized available resources during the year, in achieving growth targets. The initiatives introduced by the Company during previous years, such as EAGLE (Expansion and Aggressive Growth through Leadership and Excellence), RKK (Rallis Kisan Kutumb) and SAMPARK have now become a way of life for the sales and marketing team and are being interlinked for more effective results. The RKK data is being utilized in a major way in establishing farmer connect. Channel finance and channel partner study have been introduced during the year for channel optimization.

New growth business segments of the Company, such as Samruddh Krishi, MoPu (Grow More Pulses) and sprayer business have taken further roots and have integrated very well into our main crop protection business.

The International Business Division showed a significant growth over 2012-13 and continues to be above 30% of the overall revenue of the Company for the past two years. Brands launched in overseas markets during the year received encouraging response. International Business received new registrations and has further applied for a host of new registrations, which are expected to be received over the next 3 to 5 years. Order for one new contract manufacturing product was received and trials were conducted for more than five new contract manufacturing projects in the pilot plant at Dahej.

During the year, the Domestic Institutional Business focused on the sales of seed treatment chemicals and household pesticide products, which registered satisfactory growth during the year. The Company focused on the quality of sales, which was achieved by significant reduction of credit days and changing product mix.

(2) NON-PESTICIDE PORTFOLIO (NPP)

Your Company''s efforts in building a robust Non-Pesticide Portfolio of businesses, to cater to the changing needs of the farmers and agriculture, gained momentum during the year. The share of NPP sales was 31% of total revenue. The Non-Pesticide Portfolio gives an opportunity to the Company to serve the emerging needs of the farming community, by leveraging its traditional connection with the farmers. This enables the farmers to look at the Company as a solution for all their agriculture related needs.

During the year, the Company has taken several steps to strengthen the non pesticide portfolio business; one of them is appointing dedicated Managers to focus on this business.

Seeds and Plant Growth Nutrients: The Company''s acquisition of a majority stake in Metahelix Life Sciences (Metahelix), a research-led Seeds Company in December 2010, has started yielding results. In three years, the revenue of Metahelix has grown significantly, to reach Rs.180 crores during 2013-14, one of the highest growth rates among seed companies in the country. The Company plans to introduce new hybrids during 2014-15, including own Bt cotton hybrids, which will help in sustainable and profitable growth in the future.

In Plant Growth Nutrient (PGN) business, the Company''s strategy is to identify, create, establish and scale up brands quickly, for achieving profitable and sustainable growth. The Company offers several products across all the sub categories of PGN. Ralligold, Tata Bahaar, Tata Upahaar RDS, Solubor, Tracel and Gluco Beta have become prominent brands in the Indian PGN segment. During 2013-14, the Company successfully established and scaled up the sales of its new organic product Gluco Beta. This was possible through use of innovative marketing approach.

Agri Services: MoPu, the pulses productivity initiative of Rallis, under a Public Private Partnership (PPP) project with the Maharashtra Government, was evaluated by FICCI and improvement in pulses productivity recorded by target farmer groups was validated. This initiative was extended to Madhya Pradesh, Karnataka and Tamilnadu to cover over 3.5 lakh farmers. The farmer advisory service, Samrudh Krishi was expanded to cover more geographies. The Samrudh Krishi APEDA - GAP certified grapes were introduced for the first time to Indian consumers through the Tata Star Bazaar outlets in Mumbai and Pune, which has received a very positive response from both farmers and consumers. Farm mechanization: To address the issue of severe labour shortage faced by rice farmers, the Company deployed some rice transplanters in Odisha State, resulting in up to 15% higher paddy yields, and saving in the use of irrigation water.

Soil Conditioner: During the year, the Company has acquired additional stake of equity shares in Zero Waste Agro Organics Limited (ZWAOL), taking its shareholding in ZWAOL to 51.02%. ZWAOL is a Company manufacturing scientifically prepared organic compost, a soil conditioner. ZWAOL has recorded a four-fold growth in its sales volumes, as its high quality organic compost "GeoGreen" gained market acceptance.

Tata Rallis Agri Inputs Training Scheme (TRAITS): This initiative aims at promoting employability of non-graduate, rural youth from the farming background, by imparting them training in the Agri-marketing and crop advising field, to enable them to take up a career in Agri marketing and crop advising. TRAITS has helped in providing employment to and improving employability of rural unemployed youth with Agri background. This year, your Company extended TRAITS to Bhubaneswar in Odisha and Nalanda in Bihar.

RESEARCH & DEVELOPMENT

The Company''s Research and Development (R&D) Centre (Rallis Innovation Chemistry Hub - RICH) provides a unique opportunity for interaction and synergy to all sections of the R&D Department, resulting in greater efficiencies. Many multinational companies have visited the RICH facility for potential contract manufacturing and alliance opportunities.

A state-of-the-art Pilot Plant has been set up at Dahej to scale up the processes, which is the backbone of commercialization, developed by RICH.

RICH also worked jointly with Tata Chemicals'' Innovation Centre at Pune for developing nano based granules and slow release formulations to offer new solutions as innovative products to the farmer.

For the first time in India, the Company obtained the registration of a combination of an insecticide and a fungicide to offer a superior solution to the farmer.

INDUSTRIAL RELATIONS

The Ankleshwar Unit of the Company has 76 non management employees. The overall relations with these bargainable employees at Ankleshwar were cordial and harmonious during the year 2013-14. The number of employees on the rolls of the Company increased from 843 to 881 during the year.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, to provide protection to employees at the workplace and for prevention and redressal of complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2013-14.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

During the year, the Company has acquired additional stake of equity shares in Zero Waste Agro Organics Limited (ZWAOL), pursuant to the Share Subscription and Share Purchase Agreement dated 23rd April, 2012. Consequently, the shareholding of the Company in ZWAOL has increased from 22.81% to 51.02%. During the year, the Company has also acquired additional stake of equity shares in Metahelix Life Sciences Ltd. (Metahelix), pursuant to the Share Purchase Agreement dated 9th December, 2010. Consequently, the shareholding of the Company in Metahelix has increased from 77.02% to 80.5%.

The Ministry of Corporate Affairs, Government of India, has granted a general exemption to companies, by General Circular No.2/2011 dated 8th February, 2011, under Section 212 (8) of the Companies Act, 1956, from attaching individual accounts of subsidiaries with their annual reports, subject to fulfillment of certain conditions. Accordingly, the Board of Directors of the Company has, by resolution, given consent for not attaching the Balance Sheet, Statement of Profit and Loss and other documents of its subsidiaries in the Annual Report of the Company for the financial year ended 31st March, 2014.

However, the Consolidated Financial Statements of the subsidiaries (prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India), form part of the Annual Report and are reflected in the Consolidated Accounts of the Company. In addition, the financial data of the subsidiaries have been furnished under Note No.37 to the Consolidated Financial Statements and forms part of this Annual Report.

The annual accounts of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the head offices of the respective subsidiary companies and will be available to investors seeking information at any time.

The consolidated financial results reflect the operations of the following subsidiaries: Metahelix Life Sciences Ltd. (Metahelix), Zero Waste Agro Organics Ltd. and Rallis Chemistry Exports Ltd. Dhaanya Seeds Ltd., the wholly owned subsidiary of Metahelix has been amalgamated with Metahelix with effect from 1st April, 2013.

DIRECTORS

During the year, Dr. K. P. Prabhakaran Nair, Mr. H. R. Khusrokhan and Dr. Yoginder K. Alagh have retired as Directors of the Company, on reaching the retirement age under the guidelines for the retirement age of Directors adopted by the Company. The Directors wish to place on record their appreciation of the valuable services rendered by these Directors during their tenure as Directors of your Company.

Dr. Punita Kumar-Sinha has been appointed as Additional Director of the Company with effect from 26th March, 2014. Pursuant to the provisions of Section 161 of the Companies Act, 2013 (the ''Act'') and Article 116 of the Articles of Association of the Company, Dr. Kumar-Sinha vacates office and is eligible for appointment.

As per the provisions of Section 149 of the Act, which has come into force with effect from 1st April, 2014, an Independent Director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation. In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. B. D. Banerjee, Mr. E. A. Kshirsagar, Mr. Prakash R. Rastogi, Dr. Y. S. P. Thorat and Dr. Punita Kumar-Sinha as Independent Directors is being placed before the Members in General Meeting for their approval. In the opinion of the Board, they fulfil the conditions specified in the Act and the Rules made there under for appointment as Independent Directors and are independent of the management. Members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors and the period of their appointment. The Board commends the passing of the Resolutions at Item Nos. 5 to 9 of the Annual General Meeting Notice.

In accordance with Article 112(2) of the Articles of Association of the Company, Mr. R. Gopalakrishnan retires and is eligible for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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;

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

CORPORATE GOVERNANCE AND INTERNAL AUDIT

The Internal Audit Department undertook a substantial number of internal audit reviews with a view to encompass a larger coverage of existing areas as well to tap new audit areas. This enhanced coverage has resulted in providing adequate assurance on compliances and sustenance of internal controls.

The processes of Enterprise Risk Management framework, as well as control mapping and testing over financial reporting controls under CEO/ CFO certification framework required under Clause 49 of the Listing Agreements with the Stock Exchanges, was well established.

A Report on Corporate Governance and the Management Discussion and Analysis Report, as required under Clause 49 of the Listing Agreement, forms part of the Annual Report.

AUDITORS

At the Annual General Meeting, Members will be required to appoint Auditors for the current year. M/s. Deloitte Haskins & Sells LLP, the existing Auditors have furnished a certificate, confirming that if re-appointed for the financial year 2014- 15, their re-appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013. The Members are requested to consider their re-appointment as Auditors of the Company for the current year and authorize the Board of Directors to fix their remuneration.

COST AUDITORS

M/s. N. I. Mehta and Co., Cost Accountants have been appointed to conduct Cost Audits relating to Insecticides (Technical Grade and Formulations), Fertilizers and Seeds of the Company for the year ending 31st March, 2015. Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made there under, Members are requested to consider the ratification of the remuneration payable to M/s. N. I. Mehta & Co.

The due date for filing of the Cost Audit and Compliance Reports for the financial year 2012-13 was 30th September, 2013. The Company has filed the Reports with the Ministry of Corporate Affairs on 23rd September, 2013.

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

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed.

PARTICULARS OF EMPLOYEES

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. None of the employees listed in the said Annexure is related to any Director of the Company.

ACKNOWLEDGEMENT

Your Directors wish to thank all the employees of the Company for their dedicated service during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, business partners and other stakeholders.

On behalf of the Board of Directors

R. GOPALAKRISHNAN

Chairman

Mumbai, 22nd April, 2014

Mar 31, 2013

TO THE MEMBERS OF RALLIS INDIA LIMITED

The Directors hereby present their Sixty-fifth Annual Report on the business and operations of the Company and the financial accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

Rs. Crores

Standalone Consolidated

2012-13 2011-12 2012-13 2011-12

Revenue from operations (Gross) 1418.58 1260.07 1552.98 1353.70

Excise Duty (94.80) (78.82) (94.80) (78.82)

Revenue from operations (Net) 1323.78 1181.25 1458.18 1274.88

Other Income 11.45 7.50 11.74 6.87

1335.23 1188.75 1469.92 1281.75

Profit/ (-) Loss before Finance cost, Depreciation and Tax 214.68 204.76 222.31 209.83

Finance Costs (12.52) (10.37) (18.49) (14.59)

Depreciation (28.81) (27.11) (31.53) (28.66)

Profit/ (-) Loss before exceptional item 173.35 167.28 172.29 166.58

Exceptional item:

- Cessation cost - (17.19) - (17.19)

Profit before Tax 173.35 150.09 172.29 149.39

Provision for Tax (38.72) (38.18) (38.72) (38.19)

Deferred Tax (15.25) (10.52) (14.77) (10.51)

Profit for the year before minority interest 119.38 101.39 118.80 100.69

Minority Interest - - 0.21 (1.51)

Profit for the year 119.38 101.39 119.01 99.18

Balance of Profit brought forward from previous year 242.03 213.01 241.40 214.58

361.41 314.40 360.41 313.76

Appropriations

Debenture Redemption Reserve (12.50) (12.50) (12.50) (12.50)

Transfer from/ (to) General Reserve (11.93) (10.14) (11.93) (10.14)

Interim Dividend (19.45) (19.45) (19.45) (19.45)

Income Tax on Interim Dividend (3.15) (3.15) (3.15) (3.15)

Proposed Equity Dividend (25.28) (23.34) (25.28) (23.34)

Income tax on Equity Dividend (4.30) (3.78) (4.30) (3.78)

Balance Profit/(-) Loss carried forward to Balance Sheet 284.80 242.03 283.80 241.40

DIVIDEND

The Board of Directors had declared an interim dividend of Rs.1/- per share (100%) on the Equity Shares of the Company, in October 2012. The Directors are pleased to recommend a final dividend of Rs.1.30 per share (130%) on the Equity Shares. This will take the total dividend for the year to Rs.2.30 per share (230%) (Previous year Rs.2.20 per share, i.e. 220%). If the final dividend, as recommended above, is declared by the Members at the Annual General Meeting, the total outflow towards dividend on Equity Shares for the year would be Rs.52.18 Crores (including dividend tax) (Previous Year Rs.49.72 Crores).

COMPANY PERFORMANCE

The Company achieved a new landmark in revenues, crossing the Rs.1,500 Crores milestone. The Company''s profit before tax on a consolidated basis, is Rs.172.29 Crores during the year, as compared to Rs.149.39 Crores in the previous year, an increase of 15% over the last year. The Company earned a net profit of Rs.119.01 Crores, as against a net profit of Rs.99.18 Crores in the previous year on a consolidated basis.

OPERATIONS

1. CROP PROTECTION

The year 2012-13 was a challenging year for Indian agriculture, as monsoon played truant during the main cropping season. Tough times such as Neelam cyclone and worst drought in few key States were also added challenges faced during the year. The Central Statistical Organization (CSO) has estimated the growth of agriculture (which includes food grains, oilseeds, sugarcane and fibre crops) and allied activities (which includes livestock, fisheries and forestry) at 1.8% in 2012-13, as compared to 3.6% during 2011-12. However, food grain production during 2012-13 crop year is estimated to fall to 255.36 million tonnes, from a record 259.32 million tonnes in the previous year, due to irregular rainfall in 2012, which took a toll on kharif cultivation and productivity. There was a decline in production of food grains, oilseeds, sugarcane and fibers. The share of agriculture and allied sectors in India''s GDP also declined to 13.7% in 2012-13 on account of higher growth in the non-farm sectors.

Good progress has been made though, over the last few years in segments of agriculture. Per capita availability of fruits in the country has increased from 138 gms per person per day in 2005 to 175 gms per person per day in the current year. Similarly, per capita availability of vegetables also increased from 279 gms per person per day to 316 gms per person per day during the same period. While in 2011-12, Agri-exports touched $37 billion against imports of only $17 billion, in 2012-13, exports are likely to cross $40 billion against imports of roughly $20 billion. Grain stocks in Government godowns have been the highest at 82 million tonnes in June 2012, and is likely to cross 90 million tonnes in June-July 2013, breaking all records in India.

The branded Domestic Formulation Business registered a growth of 8% during the year over the previous year, despite seasonal aberrations in crops like paddy and pulses. The industry is estimated to have recorded a low growth during the year. Aggressive planning and implementation of sales and promotion on paddy, cotton, pulses, sugarcane and fruits & vegetables, taking into account on-ground realities was a key to success. EAGLE (Expansion and Aggressive Growth through Leadership and Excellence) roll out across India has helped the Company in opportunity identification, drawing actionable insights and achievement of aggressive growth targets at crop, pest and molecule level for each territory. This resulted in significant increase in volumes for our key products such as Tata Mida, Manik, Asataf, Ergon, Blitox, Tata Panida, Atrataf, Tata Metri, Fujione and Taarak.

Our customer relationship building activities, branded under the umbrella of Rallis Kisan Kutumba (RKK) moved into the next orbit, with a connect to one Million RKK farmers being digitized into the system, successful introduction of key initiatives such as Samruddh Krishi, expansion of MoPu (grow More Pulses), State partnership, Prerna and others. These initiatives, along with customer centric promotional activities and product portfolio current with the market needs, has helped farmers to a great extent in protecting their crops effectively, improving quality and yield of produce and ultimately in improving their standard of living.

The International Business Division registered an increase of 9% in sales, as compared to 2011-12. The increase in sales was due to rising demand for crop commodities and price improvement in wheat and cotton. International Business comprised 32% of the total revenues of the Company. This is in line with our APOLLO aspirations as part of our Long Term strategy. While the rupee depreciation translated into higher revenue growth, there was also a significant volume growth in key manufactured products exported to Latin America and USA under contract manufacturing business.

The Domestic Institutional Business continued with its sales of crop protection and seed treatment chemicals and household pesticide products to major customers during the year. In seed treatment chemicals, the Company consolidated its position and there are plans for significant growth in this segment.

2. NON-PESTICIDE PORTFOLIO (NPP)

Alongside growing the Crop Protection business, your Company is also building a robust Non-Pesticide Portfolio of businesses to cater to the changing needs of the farmers and agriculture. This not only leverages the deep farmer connect your Company has, but also provides a large platform to serve the emerging needs of the sector.

Seeds and Plant Growth Nutrients: After acquiring a majority stake in Metahelix Life Sciences, a research-led Seeds Company in December 2010, this year the Company focused its efforts on establishing seed brands in various segments. During the year, your Company has intensified the branding activities to establish the brands which were launched last year.

Your Company is giving focused attention to improving the quality of life of the Agriculture community in India. As a move towards sustainable agriculture, your Company is increasing its focus on greener and cleaner products. Launch of Tata Uphaar, a 100% organic growth Promoter and Gluco Beta, a unique blend of Carbon, Proteins, Primary Nutrients (N and K), Secondary Nutrients (Ca and Mg) and Micro Nutrients (Zn, Fe and B) in Organic form is a move in that direction. Ralligold, a Plant Growth Nutrient, which partially reduces fertilizers consumption by enabling crops to better utilize the applied phosphorus, will not only help the farmer increase his income, but will also help in arresting soil deterioration due to imbalanced use of chemical fertilizers.

Agri Services: Initiatives such as the Samrudh Krishi services started by the Company at Nasik for grape farmers and at Gujarat for cumin farmers have received an encouraging response from the farmers. Grow More Pulses (MoPu) programme of the Company, where the Company is actively engaged with the farmers in increasing the productivity of pulses, as also helping them in marketing the produce, aims at embracing the entire value chain of products and services to the farming community.

Soil Conditioner: During the year, the Company acquired an equity stake in Zero Waste Agro Organics Private Limited (ZWAOPL), a Maharashtra based Company manufacturing scientifically prepared organic compost, a soil conditioner. Your Company has introduced the product GeoGreen in key cash crops such as grapes, banana, vegetables, pomegranates, sugarcane, arecanut, ginger, potato and apple. The product acceptance has been good, as reflected in field demonstrations and farmer testimonials. Besides existing sites for production, new production sites are being added to scale up volumes. GeoGreen is derived out of wastes from sugar industry, to improve soil health and drive agriculture productivity. The technology supports sustainable agriculture and will help farmers in addressing the challenge of food security.

Tata Rallis Agri Inputs Training Scheme (TRAITS): This initiative aims at promoting employability of non-graduate, rural youth from the farming background, by imparting them training in the Agri-marketing and crop advising field, to enable them to take up a career in Agri marketing and crop advising. TRAITS facilitates skill development as a larger cause, while also creating a competent field team for Rallis. This year, your Company extended TRAITS to Bhubaneswar in Odisha and Nalanda in Bihar.

RESEARCH & DEVELOPMENT

The Company has reinforced its Research and Development Centre (Rallis Innovation Chemistry Hub - RICH) at Bengaluru during the year. RICH is a state of the art R & D centre, comprising Chemistry, Product Development and Registration Departments. The Chemistry Department further comprises Process Chemistry, Formulation Development and Analytical Research sections. Bioscience laboratories have also been set up for quick evaluation of new products.

The Company''s Research and Development efforts are focused on new and safer formulations for better efficacy, improved value and services to the farmers. A number of registration dossiers have been submitted during the year for supporting domestic and international business.

Process Chemistry focused on developing cost effective processes for molecules that are off patent, in the areas of crop protection and having relevant market potential. Six patents were filed during the last year. Some of these are also being filed for world patents in relevant areas of interest. Process improvement projects were undertaken for improving product quality, yields and productivity of manufacturing processes. Process development projects for contract manufacturing opportunities were also taken up as a major activity. Environment, Health and Safety (EHS) considerations were given special emphasis.

Some molecules arising out of NMITLI (New Millennium Indian Technology Leadership Initiative) project were evaluated as lead molecules. Structural Activity Relationship (SAR) showed few more molecules that would be potentially useful. The project will be pursued further.

Product Development of new formulations was also undertaken with the help of field trials in different areas, so as to assess their bio efficacy and ensuring that these formulations are safe to use.

INDUSTRIAL RELATIONS

The overall relations with bargainable employees of the Company were cordial and harmonious during the year 2012-13. The number of employees on the rolls of the Company marginally reduced from 857 to 843 during the year.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

During the year, the Company has acquired and subscribed to equity shares representing 22.81% of the paid-up equity share capital of Zero Waste Agro Organics Private Limited (ZWAOPL). Furthermore, the Company has been granted the right, under the Shareholders Agreement, to nominate a majority of the Directors on the Board of ZWAOPL. As a result of this, ZWAOPL has become a subsidiary of the Company pursuant to Section 4 of the Companies Act, 1956, with effect from 18th October, 2012.

The Ministry of Corporate Affairs, Government of India, has granted a general exemption to companies, by General Circular No.2/2011 dated 8th February, 2011, under Section 212 (8) of the Companies Act, 1956, from attaching individual accounts of subsidiaries with their annual reports, subject to fulfilment of certain conditions. Accordingly, the Board of Directors of the Company has, by resolution, given consent for not attaching the Balance Sheet, Statement of Profit and Loss and other documents of its subsidiaries in the Annual Report of the Company for the financial year ended 31st March, 2013.

However, the Consolidated Financial Statements of the subsidiaries (prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India), form part of the Annual Report and are reflected in the Consolidated Accounts of the Company. In addition, the financial data of the subsidiaries have been furnished under Note No.38 to the Consolidated Financial Statements and forms part of this Annual Report.

The annual accounts of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the head offices of the respective subsidiary companies and will be available to investors seeking information at any time.

The consolidated financial results reflect the operations of the following subsidiaries: Metahelix Life Sciences Ltd. (consolidated with its wholly owned subsidiary Dhaanya Seeds Ltd.), Rallis Chemistry Exports Ltd. and Zero Waste Agro Organics Pvt. Ltd.

DIRECTORS

Dr. K. P. Prabhakaran Nair will retire as Director of the Company at the conclusion of the forthcoming Annual General Meeting. The Directors wish to place on record their appreciation of the valuable services rendered by Dr. Nair during his tenure as Director of your Company.

In accordance with Article 112(2) of the Articles of Association of the Company, Mr. R. Mukundan, Dr. Yoginder K. Alagh and Mr. E. A. Kshirsagar retire and are eligible for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures''

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently, and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period''

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

CORPORATE GOVERNANCE AND INTERNAL AUDIT

The Internal Audit Department undertook a substantial number of internal audit reviews with a view to encompassing a large coverage. This resulted in providing adequate assurance on compliance and sustenance in internal controls.

The Enterprise Risk Management framework, as well as control testing pertaining to the financial reporting for the CEO/ CFO certification framework as required under Clause 49 of the Listing Agreements with the Stock Exchanges, was well established.

A Report on Corporate Governance and the Management Discussion and Analysis Report, as required under Clause 49 of the Listing Agreement, forms part of the Annual Report.

AUDITORS

At the Annual General Meeting, Members will be required to appoint Auditors for the current year. M/s. Deloitte Haskins & Sells, the existing Auditors have furnished a certificate, under Sections 224(1B) and 226 of the Companies Act, 1956, regarding their eligibility for re-appointment. The Members are requested to consider their re-appointment as Auditors of the Company for the current year and authorize the Board of Directors to fix their remuneration.

COST AUDITORS

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, M/s. N. I. Mehta and Co., Cost Accountants have been appointed to conduct Cost Audits relating to Insecticides (Technical Grade and Formulations) and Fertilizers of the Company.

By General Circular No. 8/2012 dated 10th May, 2012 issued by the Ministry of Corporate Affairs, Government of India, it has been made mandatory for companies to file Cost Audit Reports from the Financial Year 2011-12 onwards in XBRL (Extensible Business Reporting Language) format. The due date for filing of the Cost Audit Reports for the financial year 2011-12 was 28th February, 2013. The Company has filed the Reports with the Ministry of Corporate Affairs on 30th January, 2013.

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

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed.

PARTICULARS OF EMPLOYEES

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. None of the employees listed in the said Annexure is related to any Director of the Company.

ACKNOWLEDGEMENT

Your Directors wish to thank all the employees of the Company for their dedicated service during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, business partners and other stakeholders.

On behalf of the Board of Directors

R. GOPALAKRISHNAN

Chairman

Mumbai, 25th April, 2013

Mar 31, 2012

TO THE MEMBERS OF RALLIS INDIA LIMITED

The Directors hereby present their Sixty-fourth Annual Report on the business and operations of the Company and the financial accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

Crores

2011-12 2010-11

Gross Sales 1260.07 1148.17

Excise Duty (78.82) (80.91)

Net Sales 1181.25 1067.26

Other Income 7.50 13.55

1188.75 1080.81

Profit/ (-) Loss before Finance cost, Depreciation and Tax 204.76 203.79

Interest (10.37) (3.06)

Depreciation (27.11) (17.16)

Profit/ (-) Loss before exceptional item 167.28 183.57 Exceptional item:

- Cessation cost (17.19) -

Profit before Tax 150.09 183.57

Provision for Tax (38.18) (50.70)

For Prior Years - 2.12

Deferred Tax (10.51) (8.78)

Profit/ (-) Loss after Tax 101.39 126.21

Balance of Profit brought forward from previous year 213.01 157.19

314.40 283.40

Appropriations

Debenture Redemption Reserve (12.50) (12.50)

Transfer from/ (to) General Reserve (10.14) (12.62)

Interim Dividend (19.45) (17.50)

Income Tax on Interim Dividend (3.15) (2.91)

Proposed Equity Dividend (23.34) (21.39)

Income tax on Equity Dividend (3.79) (3.47)

Balance Profit/(-) Loss carried forward to Balance Sheet 242.03 213.01

DIVIDEND

The Board of Directors had declared an interim dividend of Rs 1/- per share (100%) on the Equity Shares of the Company, in October 2011. The Directors are pleased to recommend a final dividend of Rs 1.20 per share (120%) on the Equity Shares. This will take the total dividend for the year to Rs 2.20 per share (220%) on the sub-divided equity share capital of the Company (Previous year Rs 20/- per share on equity shares of Rs10/- each, i.e. 200%). If the final dividend, as recommended above, is declared by the Members at the Annual General Meeting, the total outflow towards dividend on Equity Shares for the year would be Rs 49.72 Crores (including dividend tax) (Previous Year Rs 45.27 Crores).

COMPANY PERFORMANCE

The Company's profit before tax on a consolidated basis, decreased to Rs 149.39 Crores during the year, as compared to Rs 184.47 Crores in the previous year, a decrease of 19% over the last year. Exceptional items such as cessation costs of Rs 17.19 Crores and losses relating to foreign exchange of Rs 9.66 Crores impacted the profits. The Company earned a net profit of Rs 99.18 Crores, as against a net profit of Rs 126.04 Crores in the previous year on a consolidated basis.

OPERATIONS

Crop Protection

The Second Advance Estimates has projected a marginal increase in the agricultural production, driven by a reasonable growth of cereals and cotton. Pulses and coarse cereals have shown a slight downtrend in production. The total rainfall during the period June to September at a national level exceeded 2% compared to normal, though the geographical spread and distribution was uneven. In the Rabi season, there was a deficit of 48%, which affected crop acreages, pest/ disease incidence and had an adverse impact on yield in crops such as paddy, chili, black gram and red gram. The States of Andhra Pradesh, particularly Rayalseema and Maharashtra reported more than 40% deficit in rainfall.

The Domestic Formulation Business registered a modest growth of 2% during the year over the previous year due to seasonal aberrations in crops like paddy and pulses. The industry is estimated to have recorded a decrease during the year. Aggressive planning and implementation of sales and promotion on paddy, cotton, pulses, sugarcane and fruits & vegetables, taking into account on-ground realities was a key to success. EAGLE (Expansion and Aggressive Growth through Leadership and Excellence) roll out across pan India has helped the Company in opportunity identification, drawing actionable insights and achievement of aggressive growth targets at crop, pest and molecule level for each territory. This resulted in significant increase in volumes for our key products such as Tata Mida, Manik, Asataf, Ergon, Blitox, Tata Panida, Atrataf, Tata Metri and Taarak. The Company has completely discontinued the sales of Red triangle (Extremely toxic) products, which had in the past contributed to 10% of the revenues.

Our customer relationship building activities, branded under the umbrella of Rallis Kisan Kutumba (RKK) moved into the next orbit with successful introduction of key initiatives such as Samruddh Krishi, expansion of MoPu (grow More Pulses), State partnership, Prerna and others. These initiatives, along with customer centric promotional activities and product portfolio current with the market needs, has helped farmers to a great extent in protecting their crops effectively, improving quality and yield of produce and ultimately in improving their standard of living. The RKK today directly services over seven lakh farmers.

The International Business Division registered an increase of 48% in sales, as compared to 2010-11. The increase in sales was due to rising demand for crop commodities and price improvement in wheat and cotton. International Business comprised 33% of the total revenues of the Company. This is in line with our APOLLO aspirations as part of our Long Term Strategy. While the rupee depreciation translated into higher revenue growth, there was also a considerable volume growth in key manufactured products exported to Latin America and USA under contract manufacturing.

The Domestic Institutional Business continued with its sales of crop protection and seed treatment chemicals and household pesticide products to major customers during the year. In seed treatment chemicals, the Company consolidated its position and there are plans for significant growth in this segment.

Seeds and Plant Growth Nutrients

After acquiring a majority stake in Metahelix Life Sciences, a research-led Seeds Company in December 2010, this year the Company focused its efforts on establishing seed brands in various segments. During the year, your Company has launched ten new seed hybrids in its portfolio and extensive field activities were conducted to establish these new brands.

As a move towards sustainable agriculture, your Company is increasing its focus on greener and cleaner products. Launch of Tata Bahaar, a 100% organic growth promoter, is a move in that direction. Ralligold, a Plant Growth Nutrient, which partially reduces fertilizers consumption by enabling crops to better utilize the applied phosphorus, will not only help the famer increase his income, but will also help in arresting soil deterioration due to imbalanced use of chemical fertilizers.

ACQUISITION OF ORGANIC COMPOST BUSINESS

Subsequent to the year under review, your Board has approved the acquisition of a majority equity stake in Zero Waste Agro Organics Private Limited (ZWAOPL), a Maharashtra based company, manufacturing scientifically prepared organic compost. Your Company will also have exclusive sales and marketing arrangements with ZWAOPL for domestic and international markets.

With this acquisition, the product portfolio of the Company will be strengthened with scientifically prepared organic compost rich in nutrients and organic carbon, derived out of wastes from sugar industry, to improve deteriorating soil health and drive agriculture productivity. The technology supports sustainable agriculture and will help farmers in addressing the challenge of food security.

RESEARCH & DEVELOPMENT

Research and Development efforts are focused on developing new formulations for better efficacy, improved value for the farmers, including combination products and facile handling and delivery and sustainable product solutions. Various new formulations have been developed and are being commercialized. A number of registration dossiers have been submitted during the year for supporting International Business.

Some compounds from the NMITLI (New Millennium Indian Technology Leadership Initiative) project have shown bioactivity on the basis of field trial results. An International Patent has been taken on these initiatives. Further work is now planned with the National Chemical Laboratory, Pune.

Process development (Reverse Engineering) of molecules which are off-patent, but with relevant market potential in the areas of crop protection, was carried out. Several patents are being filed for protecting the technology developed. Process improvement projects were undertaken for improving product quality and productivity of the manufacturing processes. Environment, Health and Safety (EHS) considerations were given special emphasis in the process development work. Process Development for contract manufacturing opportunities has also been undertaken.

Product Development of new formulations is also undertaken for confirming the bio efficacy, effective dosage level and ensuring that the product is safe to use.

ADDITIONAL MANUFACTURING FACILITY

During the year, the Company has successfully commissioned and started commercial production at its additional manufacturing facility at the PCPIR (Petroleum, Chemicals and Petrochemical Investment Region), Dahej in Gujarat. The Dahej plant is a multi-purpose technical manufacturing facility for a number of crop protection products. This has enhanced the Company's ability to handle different type of chemistries, leading to an increase in the potential to attract contract manufacturing from suitable alliance partners.

FINANCE

The Company has sub-divided its Equity Shares of the face value of Rs 10/- each fully paid-up into Equity Shares of the face value of Rs 1/- each fully paid-up, with effect from 18th July, 2011, with consequential amendments to the Capital Clauses in the Memorandum and Articles of Association of the Company.

The Financial Statements have been prepared as per the revised Schedule VI of the Companies Act, 1956, as notified by the Ministry of Corporate Affairs. Accordingly, previous year's figures have also been regrouped/ restated wherever necessary to conform to the classification of the current year.

INDUSTRIAL RELATIONS

The overall relations with bargainable employees at all Units of the Company were cordial and harmonious during the year 2011-12. The overall manpower of the Company has decreased from 918 to 857 during the year. This decrease is mainly due to Voluntary Retirement Scheme given to the non management staff at Turbhe, on cessation of manufacturing operations at the Unit. The management staff at the Unit is being relocated to other locations as per the Company's requirement.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Ministry of Corporate Affairs has granted a general exemption to companies, by General Circular No.2/2011 dated 8th February, 2011, under Section 212 (8) of the Companies Act, 1956, from attaching individual accounts of subsidiaries with their annual reports. Accordingly, the Board of Directors of the Company has, by resolution, given consent for not attaching the Balance Sheet, Profit and Loss Account and other documents of its subsidiaries in the Annual Report of the Company for the financial year ended 31st March, 2012.

However, the Consolidated Financial Statements of the subsidiaries (prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India), form part of the Annual Report and are reflected in the Consolidated Accounts of the Company. Further, the financial data of the subsidiaries have been furnished under Note No. 38 to the Consolidated Financial Statements and forms part of this Annual Report. The annual accounts of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the head offices of the respective subsidiary companies and will be available to investors seeking information at any time.

The consolidated financial results reflect the operations of the following subsidiaries: Metahelix Life Sciences Ltd. (consolidated with its wholly owned subsidiary Dhaanya Seeds Ltd.) and Rallis Chemistry Exports Ltd.

Rallis Australasia Pty Ltd. was liquidated with effect from 31st December, 2011 and hence ceased to be a subsidiary of the Company from that date.

DIRECTORS

Dr. V. S. Sohoni will retire as Director of the Company on 28th May, 2012. The Directors wish to place on record their appreciation of the valuable services rendered by Dr. Sohoni during his tenure as Director of your Company.

Dr. Yashwant S. P. Thorat has been appointed as Additional Director of the Company with effect from 1st July, 2011. Pursuant to Section 260 of the Companies Act, 1956 and Article 116 of the Articles of Association of the Company, Dr. Thorat vacates office and is eligible for appointment.

The Board of Directors, at its meeting held on 20th January, 2012, subject to the approval of the Members at the Annual General Meeting, re-appointed Mr. V. Shankar as the Managing Director of the Company, for a further 5 year term with effect from 13th March, 2012. Members are requested to refer to Item No.8 in the Notice of the Annual General Meeting for the terms of re-appointment and remuneration of Mr. Shankar.

In accordance with Article 112(2) of the Articles of Association of the Company, Mr. Homi R. Khusrokhan, Mr. Prakash R. Rastogi and Mr. Bharat Vasani retire and are eligible for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently, and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

CORPORATE GOVERNANCE AND INTERNAL AUDIT

Besides continuing the usage of expertise of a single firm of Internal Auditors, the Internal Audit Department, under the direction of the Head - Internal Audit, also undertook a substantial number of internal audits by using internal resources, with a view to encompassing a larger universe. The benefits through this twin-pronged approach resulted in providing more assurance on compliance and sustenance in internal controls. Besides, this approach has also helped in establishing and evolving partnership with the various Function Owners.

The Enterprise Risk Management framework, as well as the CEO/ CFO Certification framework as required under Clause 49 of the Listing Agreements with the Stock Exchanges, for controls testing pertaining to financial reporting, were well established.

A Report on Corporate Governance and the Management Discussion and Analysis Report, as required under Clause 49 of the Listing Agreement, forms part of the Annual Report.

AUDITORS

At the Annual General Meeting, Members will be required to appoint Auditors for the current year and fix their remuneration. M/s. Deloitte Haskins & Sells, the existing Auditors have furnished a certificate regarding their eligibility for re-appointment. The Directors recommend that they be re-appointed as Auditors of the Company for the current year.

COST AUDITORS

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, M/s. N. I. Mehta and Co., Cost Accountants have been appointed to conduct Cost Audits relating to Insecticides (Technical Grade and Formulations) and Fertilizers of the Company.

The due date for filing of the Cost Audit Reports for the financial year 2010-11 was 30th September, 2011. The Company has filed the Reports with the Ministry of Corporate Affairs on 29th August, 2011.

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

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed.

PARTICULARS OF EMPLOYEES

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. None of the employees listed in the said Annexure is related to any Director of the Company.

ACKNOWLEDGEMENT

Your Directors wish to thank all the employees of the Company for their dedicated service during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, business partners and other stakeholders.

On behalf of the Board of Directors

R. GOPALAKRISHNAN Chairman

Mumbai, 23rd April, 2012

Mar 31, 2011

The Directors hereby present their Sixty-third Annual Report on the business and operations of the Company and the financial accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

Rs. Crores

Gross Sales 2010-11 2009-10

Excise Duty 1127.63 933.48

Net Sales (80.91) (58.35)

Other Income 1046.72 875.13

34.36 28.82

1081.08 903.95

Profit/ (-) Loss before Interest, 204.05 173.17 Depreciation and Tax

Interest (3.32) (2.67)

Depreciation (17.16) (18.31)

Profit/ (-) Loss before Tax 183.57 152.19

Provision for Tax (50.70) (45.07)

For Prior Years 2.12 (1.82)

Deferred Tax (8.78) (4.26)

Profit/ (-) Loss after Tax 126.21 101.04

Balance of Profit brought forward from previous year 157.19 183.21

283.40 284.25

Appropriations

Capital Redemption Reserve - (88.00) Debenture Redemption Reserve (12.50) -

Preference Dividend paid on Redemption - (2.24)

Income Tax on Preference Dividend paid - (0.38)

Transfer from/ (to) General Reserve (12.62) (10.10)

Interim Dividend (17.50) (9.59)

Income Tax on Interim Dividend (2.91) (1.63)

Proposed Equity Dividend (21.39) (12.97)

Income tax on Equity Dividend (3.47) (2.15)

Balance Profit/(-) Loss carried forward to Balance Sheet 213.01 157.19

DIVIDEND

The Board of Directors had declared an interim dividend of Rs. 9/- per share (90%) on the Equity Shares of the Company, in October, 2010. The Directors are pleased to recommend a final dividend of Rs. 11/- per share (110%) on the Equity Shares. This will take the total dividend for the year to Rs. 20/- per share (200%) on the post bonus equity share capital of the Company (Previous year Rs. 18/- per share, i.e. 180%). If the final dividend, as recommended above, is declared by the Members at the Annual General Meeting, the total outflow towards dividend on Equity Shares for the year would be Rs. 45.27 Crores (including dividend tax) (Previous Year Rs. 26.34 Crores).

COMPANY PERFORMANCE

The Companys profit before tax on a consolidated basis, increased to Rs. 184.48 Crores during the year, as compared to Rs.152.71 Crores in the previous year, a growth of 21% over the last year. The Company earned a net profit of Rs. 126.04 Crores, as against a net profit of Rs. 101.49 Crores in the previous year on a consolidated basis.

OPERATIONS

Crop Protection Chemicals

The Third Advance Estimates has projected an impressive increase in the agricultural production driven by a reasonable growth of cereals, improvement in oil seeds and cotton along with an excellent growth in pulses.The total annual rainfall at the national level exceeded by 3% compared to normal though the geographical spread and distribution was uneven. The States of West Bengal, Bihar, Eastern UP, East MP and Punjab reported more than 20% deficit in rainfall. This affected crop acreages, pest/ disease incidence and had impact on yield in crops like paddy, chilli, black gram, soybean and cotton.

The Domestic Formulation Business registered a healthy 20% growth during the year over the previous year despite season aberration in crops like paddy, pulses and chillis. The industry too recorded an estimated growth of 12% - 15% over the previous year. Aggressive planning and implementation of sales and promotion on paddy, cotton, pulses, sugarcane and fruits & vegetables, taking into account on-ground realities was a key to success. EAGLE (Expansion and Aggressive Growth through Leadership and Excellence) roll out across pan India has helped in opportunity identification, drawing actionable insights and achievement of aggressive growth targets at crop pest and molecule level for each territory. This resulted in significant increase in volumes for our key products such as Applaud, Takumi, Manik, Asataf, Ergon, Contaf Plus, Taqat and Tata Metri.

Our customer relationship building activities branded under the umbrella of Rallis Kisan Kutumba (RKK) moved into the next orbit with successful introduction of key initiatives like MoPu (grow More Pulses), State partnership, Prerna and others. These initiatives, along with customer centric promotional activities and product portfolio current with the market needs, has helped farmers to a great extent in protecting their crops effectively, improving quality and yield of produce and ultimately in improving their standard of living. The RKK today directly services over five lakh farmers.

The International Business Division registered an increase of 34% in sales, as compared to 2009-10. The rise in sales was due to rising demand for crop commodities and price improvement in wheat and cotton. International Business comprised 23% of the total revenues of the Company.

The Domestic Institutional Business continued with its sales of crop protection and seed treatment chemicals and household pesticide products to major customers during the year and was in line with our expectations.

Seeds and Plant Growth Nutrients

During the year, your Company has acquired a 59.02% stake (on a fully diluted basis) in Metahelix Life Sciences, a research-led Seeds Company. This acquisition will firm up the Companys presence in the entire Seeds Value Chain that comprises breeding, production and marketing of seeds. With a strong seeds portfolio, the Company has been able to broad base its offerings to the Indian farmer.

Your Company has established Ralligold, a Plant Growth Nutrient, across the country during 2010-11, in crops like paddy, cotton, vegetables and others. The focus during 2011-12 will be to create a formidable brand out of Ralligold. Plant Growth Nutrient is a high growth area and your Company is focusing on introduction of new product segments across different crop segments and geographies.

RESEARCH & DEVELOPMENT

Research and Development efforts are focused on developing new formulations for better efficacy, improved value for the farmer including combination products and facile handling and delivery and sustainable product solutions. Various new formulations have been developed and are in the process of commercialization. A number of registration dossiers have been submitted during the year for supporting International Business.

Some compounds from the NMITLI (New Millennium Indian Technology Leadership Initiative) project have shown bioactivity on basis of field trial results. Based on these observations and results, a Provisional Patent has been taken in India.

Process deveploment (Reverse Engineering) of molecules which are off-patent but with relevant market potential in the areas of crop protection was carried out. Process improvement projects were undertaken for improving product quality and productivity of the manufacturing processes. Enviornment, Health and Safety (EHS) considerations were given special emphasis in the process development work.

ADDITIONAL MANUFACTURING FACILITY

The Companys plan to set up additional manufacturing facilities has progressed further during the year. Work has been completed satisfactorily at the new facility at the PCPIR (Petroleum, Chemicals and Petrochemical Investment Region), at Dahej in Gujarat and the Company expects to commence commercial production from this facility in Q1 of FY 2011-12. The Dahej plant will be a multi-purpose technical manufacturing facility for a number of Crop Protection products. This has enhanced the Companys ability to handle different type of chemistries leading to an increase in the potential to attract contract manufacturing from suitable alliance partners.

FINANCE

On 10th June, 2010, the Company allotted 64,82,296 fully paid-up Equity Shares of Rs. 10/- each, as Bonus Shares to the Shareholders, in the ratio of one Equity Share of Rs. 10/- each for every two Equity Shares held in the Company.

During the year, the Company has raised Rs. 75 Crores by issue of 750, 9.05% Secured Redeemable Non Convertible Debentures 2010-11 Series-I, of Rs. 10,00,000/- each, fully paid-up at par on Private Placement basis, in accordance with the provisions of SEBI (Issue And Listing Of Debt Securities) Regulations, 2008. The Debentures are listed on the Wholesale Debt Market Segment of the Bombay Stock Exchange Ltd.

The Board of Directors of your Company has, subject to the requisite approvals being obtained by the Company, approved the sub-division of each of the Equity Shares of the face value of Rs. 10/- each fully paid-up in the Equity Share Capital of the Company, into 10 Equity Shares of the face value of Rs. 1/- each fully paid-up and consequential amendments to the Capital Clauses in the Memorandum and Articles of Association of the Company. Shareholders are requested to refer to Item Nos.8 to 10 of the Notice of the Annual General Meeting in this regard.

INDUSTRIAL RELATIONS

The overall relations with bargainable employees at all Units of the Company were cordial and harmonious during the year 2010-11. The overall manpower of the Company has increased from 846 to 918 during the year. This increase is mainly due to manning of the new facilities in Dahej. The management staff strength has increased from 660 to 738 and the non management staff strength has reduced from 186 to 180 during the year. The Company has amicably signed a long term settlement with the recognized union at its Ankleshwar plant.

SUBSIDIARIES

The Ministry of Corporate Affairs has granted a general exemption to companies, by General Circular No.2/2011 dated 8th February, 2011, under Section 212 (8) of the Companies Act, 1956, from attaching individual accounts of subsidiaries with its annual report. Accordingly, the Board of Directors of the Company has, by resolution, given consent for not attaching the Balance Sheet, Profit and Loss Account and other documents of its subsidiaries in the Annual Report of the Company for the financial year ended 31st March, 2011.

However, the Consolidated Financial Statements of the subsidiaries (prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India), form part of the Annual Report and are reflected in the Consolidated Accounts of the Company. Further, the financial data of the subsidiaries have been furnished under ÃSummary of Financial Information of Subsidiary CompaniesÃ and forms part of this Annual Report. The annual accounts of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the head offices of the respective subsidiary companies and will be available to investors seeking information at any time.

The consolidated financial results reflect the operations of the following subsidiaries: Metahelix Life Sciences Ltd. (consolidated with its wholly owned subsidiary Dhaanya Seeds Ltd.), Rallis Australasia Pty Ltd. and Rallis Chemistry Exports Ltd.

DIRECTORS

Dr. S. Ramanathan will retire as Director of the Company at the conclusion of the Annual General Meeting. The Directors wish to place on record their appreciation of the valuable services rendered by Dr. Ramanathan during his tenure as Director of your Company.

In accordance with Article 112(2) of the Articles of Association of the Company, Mr. E. A. Kshirsagar, Mr. R. Gopalakrishnan, Mr. B. D. Banerjee and Dr. K. P. Prabhakaran Nair retire and are eligible for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently, and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

CORPORATE GOVERNANCE AND INTERNAL AUDIT

Besides continuing the usage of expertise of a single firm of Internal Auditors, the Internal Audit Department, under the direction of the Head - Internal Audit, also undertook a substantial number of internal audits by using internal resources, with a view to encompassing a larger universe. The benefits through this twin-pronged approach resulted in providing more assurance on compliance and sustenance in internal controls. Besides, this approach has also helped in establishing and evolving partnership with the various Function Owners.

The Enterprise Risk Management framework, as well as the CEO/ CFO Certification framework as required under Clause 49 of the Listing Agreements with the Stock Exchanges, for controls testing pertaining to financial reporting, were well established.

A Report on Corporate Governance, as required under Clause 49 of the Listing Agreement is annexed.

AUDITORS

At the Annual General Meeting, Members will be required to appoint Auditors for the current year and fix their remuneration. M/s. Deloitte Haskins & Sells, the existing Auditors have furnished a certificate regarding their eligibility for re-appointment. The Directors recommend that they be re-appointed as Auditors of the Company for the current year.

COST AUDITORS

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, M/s. N. I. Mehta and Co., Cost Accountants have been appointed to conduct Cost Audits relating to Insecticides (Technical Grade and Formulations) and Fertilizers of the Company.

The due date for filling of the Cost Audit Reports for the financial year 2009-10 was 30th September, 2010. The Company has filed the Reports with the Ministry of Corporate Affairs on 27th September, 2010.

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

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed.

PARTICULARS OF EMPLOYEES

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. None of the employees listed in the said Annexure is related to any Director of the Company.

ACKNOWLEDGEMENT

Your Directors wish to thank all the employees of the Company for their dedicated service during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, business partners and other stakeholders.

On behalf of the Board of Directors

R. GOPALAKRISHNAN Chairman

Mumbai, 29th April, 2011

Mar 31, 2010

The Directors hereby present their Sixty-second Annual Report on the business and operations of the Company and the financial accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

Rs. Crores

2009-10 2008-09

Gross Sales 933.48 906.84

Excise Duty (58.35) (73.99)

Net Sales 875.13 832.85

Other Income 28.82 22.62

903.95 855.47

Profit/(-) Loss before Interest, Depreciation and Tax 173.17 132.22

Interest (2.67) (3.26)

Depreciation (18.31) (22.95)

Profit/(-) Loss before Tax 152.19 106.01

Provision for Tax (45.07) (29.34)

Fringe Benefit Tax - (1.72)

For Prior Years (1.82) (0.59)

Deferred Tax (4.26) (3.07)

Profit/(-) Loss after Tax 101.04 71.29

Balance of Profit brought forward from previous year 183.21 149.20

284.25 220.49

Appropriations

Capital Redemption Reserve (88.00) --

Preference Dividend paid on Redemption (2.24) --

Income Tax on Preference Dividend paid (0.38) --

Transfer from/(to) General Reserve (10.10) (7.13)

Proposed Preference Dividend - (6.60)

Income tax on Preference Dividend - (1.12)

Interim Dividend (9.59) -

Income tax on Interim Dividend (1.63) -

Proposed Equity Dividend (12.97) (19.17)

Income tax on Equity Dividend (2.15) (3.26)

Balance Profit/(-) Loss carried forward to Balance Sheet 157.19 183.21

DIVIDEND

The Board of Directors had declared an interim dividend of Rs. 8/- per share (80%) on the Equity Shares of the Company, in October 2009. The Directors are pleased to recommend a final dividend of Rs. 10/- per share (100%) on the Equity Shares. This will take the total dividend for the year to Rs. 18/- per share (180%) (Previous Year Rs. 16/- per share, i.e. 160%). If the final dividend, as recommended above, is declared by the Members at the Annual General Meeting, the total outflow towards dividend on Equity Shares for the year would be Rs. 26.34 Crores (including dividend tax).

The Company also paid pro-rata dividend of Rs. 0.75 per share on the 7.5%, Cumulative Redeemable Preference Shares of the Company, upto the date of their redemption on 3rd August, 2009. The total outflow towards dividend on the Preference Shares for the year was Rs. 2.62 Crores (including dividend tax).

COMPANY PERFORMANCE

The CompanyÃs profit from operations on a consolidated basis, increased to Rs. 164.04 Crores during the year, as compared to Rs. 119.53 Crores in the previous year, a growth of 37% over the last year. The Company earned a net profit of Rs. 101.49 Crores, as against a net profit of Rs. 72.02 Crores in the previous year on a consolidated basis.

OPERATIONS

Crop Protection Chemicals

The industry experienced a tough period during the year due to weak monsoons, both in terms of geographic and temporal spread. Overall, there was a shortage of 23% rains as compared to normal, the deficiency being more pronounced in the northern and western parts of India, where the rains were short by 36% as compared to normal. This led to a drastic fall in the cultivated area of major crops, particularly that of paddy. Severe moisture stress has resulted in reduced yields in most crops. Late season floods during August, though, has resulted in replenishment of reservoirs and thus led to better prospects of late sown and long duration crops like pulses and rabi crops.

The Domestic Formulation Business registered a growth of 21% during the year over the previous year despite the poor first season. A planned approach with contingencies in place in all the regions has helped us achieve this growth. Sustained activities in paddy, where your Company has a strong presence and aggressive planning and implementation in crops like pulses, cotton, soya and chilli, resulted in improving our volumes of Contaf, Contaf Plus, Applaud and Takumi. Ergon, a new block buster product with yield enhancement and fungicidal benefits has become a big success in all the markets in which it has been launched.

The relationship building activities that we have embarked on in the form of Rallis Kisan Kutumba (RKK) and Bhagidari Sabhas have taken new strides this year, with many more value adding activities initiated. Coverage of customers under these activities has also gone up manifold. The RKK today services over three lakh farmers.

The International Business Division registered a decrease of 34% in sales, as compared to 2008-09. The drop in sales was due to high level of inventory in key markets like USA and Latin America and also a sharp drop in agrochemical prices compared to 2008-09. Adverse weather conditions in Africa and Australia also contributed to the overall decrease in sales The International Business comprised 22% of the total revenues of the Company.

The Domestic Institutional Business continued with its sales to major customers and products during the year and has recorded a growth of 31% over the last year.

Seeds and Plant Growth Nutrients

Your Company has progressed its seeds business through distribution of Bt II Cotton, Hybrid Paddy and Hybrid Maize seeds.

During the coming year, the Company plans to improve its position in the hybrid paddy and hybrid maize portfolio.

In the Plant Growth Nutrient segment, your CompanyÃs initiative of product rationalization and focusing on high value creating products has yielded good results. The performance of the Plant Growth Nutrient business improved during the year. The Company launched RALLIZYME and RALLI GOLD addressing the growing demand for improving plant health and quality of produce. RALLI GOLD was extremely well received by farmers as a differentiated and premium product in the category.

Leather Chemicals

The Company discontinued its Leather Chemicals operations during the year.

RESEARCH & DEVELOPMENT

There was continued progress in the NMITLI (New Millennium Indian Technology Leadership Initiative) project. Four lead molecules have exhibited bioactivity on crop diseases and are being evaluated under field conditions for further development. Provisional patents for jointly owned patents, have been granted for India, for five NMITLI molecules.

Research and Development efforts are focused on developing new formulations for better efficacy, improved value for the farmer including combination products and facile handling and delivery and sustainable product solutions. Number of new formulations and combinations are at various stages of development. A number of registration dossiers have been submitted during the year.

ADDITIONAL MANUFACTURING FACILITY

The CompanyÃs plans to set up additional manufacturing facilities are on track. Work is progressing satisfactorily at the new facility at the PCPIR (Petroleum, Chemicals and Petrochemical Investment Region), at Dahej in Gujarat and the Company expects to commence commercial production from this facility by June 2010. The Dahej plant will be a multi-purpose technical manufacturing facility for a number of crop protection products.

FINANCE

During the year, the Company allotted 9,80,000 Equity Shares of Rs. 10/- each, at a premium of Rs. 898.51 per share on a preferential basis to Tata Chemicals Limited, in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. Consequently, the Company has become a subsidiary of Tata Chemicals Limited, with effect from 9th November, 2009.

During the year, the Company has redeemed the 7.5% Cumulative Redeemable Preference Shares of Rs. 10/- each, aggregating to Rs. 88 Crores, on 3rd August, 2009. As required under the Companies Act, an amount equal to the nominal amount of the shares redeemed, i.e. Rs. 88 Crores has been transferred to the Capital Redemption Reserve Account.

The Board of your Company has, at its Meeting held on 22nd April, 2010, recommended, subject to shareholdersÃ approval, a Bonus issue of equity shares in the ratio of one equity share of Rs. 10/- each for every two equity shares held in the Company, as on the Record Date to be fixed by the Board for this purpose.

INDUSTRIAL RELATIONS

The overall relations with bargainable employees at all Units of the Company were cordial and harmonious during the year 2009-10. The overall manpower of the Company reduced from 891 to 846 during the year.

SUBSIDIARIES

The Company has been granted exemption, for the year ended 31st March, 2010, by the Ministry of Corporate Affairs, from attaching with its accounts, the individual accounts of its subsidiaries, Rallis Australasia Pty Ltd. and Rallis Chemistry Exports Ltd. However, the Consolidated Financial Statements of the subsidiaries (prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India), form part of the Annual Report and are reflected in the Consolidated Accounts of the Company. Further, as directed by the Ministry of Corporate Affairs, the financial data of the subsidiaries have been furnished under ÃSummary of Financial Information of Subsidiary CompaniesÃ and forms part of this Annual Report. The annual accounts of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the head offices of the respective subsidiary companies and will be available to investors seeking information at any time. The details of the accounts of the subsidiaries are also available on the website of the Company.

DIRECTORS

Mr. R. Mukundan has been appointed as Additional Director of the Company with effect from 3rd December, 2009. Pursuant to Section 260 of the Companies Act, 1956 and Article 116 of the Articles of Association of the Company, Mr. Mukundan vacates office and is eligible for appointment.

Dr. V. S. Sohoni, Director of the Company, stepped down from the Board with effect from 22nd March, 2010, due to certain unavoidable commitments. However, he has subsequently expressed his ability to rejoin the Board of the Company. The Board of Directors has, pursuant to Section 260 of the Act and Article 116 of the Articles of Association of the Company, appointed Dr. Sohoni as Additional Director of the Company with effect from 22nd April, 2010. As such, he holds office as Director upto the date of this Annual General Meeting and is eligible for appointment.

Dr. Yoginder K. Alagh has been appointed as Additional Director of the Company with effect from 22nd April,

2010. Pursuant to Section 260 of the Companies Act, 1956 and Article 116 of the Articles of Association of the Company, Dr. Alagh vacates office and is eligible for appointment.

In accordance with Article 112(2) of the Articles of Association of the Company, Mr. Prakash R. Rastogi, Mr. Bharat Vasani and Mr. H. R. Khusrokhan retire and are eligible for re-appointment.

DIRECTORSÃ RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently, and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

CORPORATE GOVERNANCE AND INTERNAL AUDIT

Besides continuing the usage of expertise of a single firm of Internal Auditors, the Internal Audit Department, under the direction of the Chief Internal Auditor, also undertook a substantial number of internal audits by using internal resources, with a view to encompassing a larger universe. The benefits through this twin-pronged approach resulted in providing more assurance on compliance and sustenance in internal controls. Besides, this approach has also helped in establishing and evolving partnership with the various Function Owners.

The Enterprise Risk Management framework, as well as the CEO/CFO Certification framework as required under Clause 49 of the Listing Agreement with Stock Exchanges, for controls testing pertaining to financial reporting, were well established.

A Report on Corporate Governance, as required under Clause 49 of the Listing Agreement is annexed.

AUDITORS

At the Annual General Meeting, Members will be required to appoint Auditors for the current year and fix their remuneration. M/s. Deloitte Haskins & Sells, the existing Auditors have furnished a certificate regarding their eligibility for re-appointment. The Directors recommend that they be re-appointed as Auditors of the Company for the current year.

COST AUDITORS

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956 qualified Cost Auditors have been appointed to conduct Cost Audits relating to Insecticides (Technical Grade and Formulations) and Fertilizers of the Company.

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

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed.

PARTICULARS OF EMPLOYEES

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 General Manager - Legal & Company Secretary at the registered office of the Company. None of the employees listed in the said Annexure is related to any Director of the Company.

ACKNOWLEDGEMENT

Your Directors wish to thank all the employees of the Company for their dedicated service during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, business partners and other stakeholders.

On behalf of the Board of Directors

R. GOPALAKRISHNAN Chairman

Mumbai, 22nd April, 2010.

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