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Company Information

Home » Market » Company Information

Aimco Pesticides Ltd.

May 18, 09:44
108.40 +0.20 (+ 0.18 %)
 
VOLUME : 2597
Prev. Close 108.20
Open Price 108.00
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106.50
 
 
 
112.95
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124.80
Aimco Pesticides Ltd. is not traded in NSE
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Market Cap. ( ₹ ) 103.87 Cr. P/BV 2.69 Book Value ( ₹ ) 40.35
52 Week High/Low ( ₹ ) 125/46 FV/ML 10/1 P/E(X) 15.63
Bookclosure 28/09/2020 TTM EPS ( ₹ ) 4.78 Div Yield (%) 1.38
DIRECTOR'S REPORT
You can view full text of the latest Director's Report for the company.
Year End :2018-03 

DIRECTORS' REPORT

To

The Members,

AIMCO PESTICIDES LIMITED

The Board of Directors are pleased to present 31st (Thirty First) Annual Report and the audited financial statements of Aimco Pesticides Limited ('the Company') for the financial year ended March 31, 2018.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The financial highlights of the Company are given below:

(Rs, in Lakh

Particulars

2017-18

2016-17

Total Income

11,537.96

10,395.86

Total Expenditure(excluding Depreciation)

10,640.51

9,156.51

Profit for the year before providing for Depreciation

897.45

1239.35

Less: Depreciation

98.05

60.12

Profit Before Tax

799.40

1,179.22

Less: Provision for Taxation

Current Year

(294.21)

(231.17)

Deferred Tax

1.34

198.54

Profit After Tax

505.53

1,146.59

Notes:

The above financial results have been prepared in accordance with Indian Accounting Standards (“IND-AS”) as specified under Section 133 of Companies Act, 2013 (“the Act”) read with the Companies (Indian Accounting Standards) Rules, 2015.

The Company has adopted IND-AS from 1st April, 2017 with transition date from 1st April, 2016. Accordingly, the results for the year ended 31st March, 2018 have been prepared in accordance with IND-AS. Consequently, results for the year ended 31st March, 2017 have been restated to make them comparable.

2. PERFORMANCE REVIEW:

The highlights of the Company's performance (Standalone) for the year ended March 31, 2018 are as under:

- Total Income increased by 7.01% to Rs, 11,537.96 Lakh

- PBDT decreased by 27.59% to Rs, 897.45 Lakh

- Profit Before Tax decreased by 32.21% to Rs, 799.40 Lakh

- Net Profit decreased by 55.91% to Rs, 505.53 Lakh Financial performance review (Consolidated)

The Company achieved a consolidated turnover of Rs, 109.20 Crore for the year ended March 31, 2018, an increase of 6.57%, as compared to Rs, 102.47 Crore in the previous year.

Your company continues with its task to rebuild business with long term goals based on its intrinsic strength, brand, and quality of service, customer relationships and streamlining operations.

3. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR:

The Company operates in the field of manufacturing of Agrochemicals and is a major player in insecticides, fungicides and herbicides, in India & across the world. Aimco Pesticides Limited is the leader in Chlorpyrifos, Triclopyr & its formulations. During the year under review, there was no change in nature of business activity.

4. FUTURE OUTLOOK:

Your company will continue to add new molecules to its portfolio to further consolidate its position in the industry in future. To consolidate its market position your company shall continue to upgrade its manufacturing technology and facilities as well as add new molecules to its product portfolio. Your Company has highly qualified and dedicated team of professionals in various work profile to focus on quality improvement in existing products, marketing the products to prevailing customers and exploring new domestic and overseas customers for the Company. Your company enjoys excellent brand value from its local and overseas customers.

5. DIVIDEND:

The Board of Directors at its meeting held on 25th May, 2018 have recommended final dividend of Re. 1/- per equity share (i.e. 10%) on 95,82,513 fully paid up equity shares of Rs, 10/- each for the Financial Year ended 31stMarch, 2018, subject to the approval of the members at the forthcoming Annual General Meeting.

6. DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the requirements of the Companies Act, 2013 and Articles of Association of the Company, Dr. Samir P Dave (DIN:00184680), Executive Director [Whole Time Director] of the Company, is due to retire by rotation and being eligible, offered himself, for re-appointment pursuant to provision of Section 152 of the Act.

The Company has received declarations u/s149 (7) of the companies Act, 2013 (the Act), from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under the Act read with SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 with Stock Exchange. The Company has also received Disclosure of Interest by Directors as per the provisions of Section 184 of the Companies Act, 2013.

The Company believes that the Board be continuously empowered with the latest knowledge and development in the Company's business and the external forces affecting the industry in which Company operates. The details of process for familiarization to Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put upon the website of the Company at the link: www. aimcopesticides.com.

Further, brief resume of the directors proposed to be appointed/re-appointed, relevant information, nature of their expertise in specific functional areas, names of the companies in which they hold directorships and the memberships/chairmanships of Committees of the Board and their shareholding in the Company, as stipulated under Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, have been furnished separately in the Notice convening the 31st Annual General Meeting read with the Annexure thereto forming part of this Report.

Details of the number of meetings of the Board of Directors have been furnished in the Report on Corporate Governance.

7. REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed and adopted the policy for selection and appointment of Directors, senior management and their remuneration. The policy lays down criteria for selection of directors and senior management such as expertise, experience and integrity of the directors, independent nature of the directors, personal and professional standing, diversity of the Board, etc. The remuneration policy lays down the entitlements of remuneration to non-executive directors such as sitting fees, commission and other reimbursement. Remuneration to Managing Director and other Executive Directors will be consisting of monthly salary, allowances, perquisites, bonus, commission and other retirement benefits. In respect of senior management, the remuneration will be based on the performance, working of the Company, targets achieved, industry benchmark and current compensation trends in the industry. The details of Nomination and Remuneration Committee meetings are stated in the Corporate Governance Report.

The following policies of the Company are attached herewith marked as Annexure-1:

a) Policy for selection of Directors & senior Management and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has devised appropriate systems and framework for adequate internal financial controls with reference to financial statements commensurate with the size, scale and complexity of its operations including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audit framework, risk management framework and whistle blower mechanism.

The Audit Committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements. In case weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls.

The Company has implemented various policies such as code of conduct, whistle-blower policy, Related Party Transaction, Risk Management Policy, Corporate social responsibility policy, etc. and relevant policies have been placed on the website of the Company at the link: www.aimcopesticides.com

10. AUDITORS AND AUDIT REPORTS:

A) Statutory Auditors:

M/s. J. Dwarkadas & Co., Chartered Accountants were appointed as Auditors of the Company, for a term of five years, at the Annual General Meeting held on 27th September, 2017. The Statutory Auditor(s) has confirmed that they are not disqualified from continuing as Auditor(s) of the Company.

The Statutory Auditor has made following observation(s) on the financial statement(s) of the Company and the Management reply for the same is as under:

B) Internal Auditor:

The Company has appointed M/s. Abhay Bhagat & Co. Chartered Accountant, Mumbai as an Internal Auditor of the Company, for three financial years, starting from FY 2018-19 to 2020-21, to conduct internal audit and intimate discrepancies if any, and report the same is to the Audit Committee and Statutory Auditor on the relevant matters from time to time.

C) Cost Auditors:

M/s. N. Ritesh & Associates, Cost Accountants, Mumbai having Firm Registration No: R100675 have been appointed as the Cost Auditors of the Company to carry out Cost Audit of the Company in respect of FY 2018-19. Further, Cost Audit Report for the financial year 2016- 17 has been filed with

Ministry of Corporate Affairs on 17/10/2017. The Cost Audit Report in respect of financial year 201718 will be filed with Ministry of Corporate Affairs within prescribed time period.

D) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Rahul Padmakar Sahasrabuddhe & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2018-19 and issue Secretarial Audit Report. Secretarial Audit Report issued by M/s. Rahul Padmakar Sahasrabuddhe & Associates for the financial year 2017-18 in Form MR-3 forms part of this report and marked as Annexure- 2.

11. SHARE CAPITAL:

The paid up share capital of the Company as on 31st March, 2018 is ' 9,58,25,130 comprising of 95,82,513 equity shares of ' 10/- each.

During the year, the Company raised additional equity share capital by issuance of 3,46,000 equity shares of ' 10/- each, at a price of ' 168/- per equity share through preferential allotment/private placement basis, issued to the Non Promoter Allottees at its board meeting held on 2nd December, 2017.

12. EXTRACT OF THE ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the annual return in Form MGT - 9 prepared in compliance with the provisions of Section 92(3) of the Companies Act, 2013 for the financial year ended March 31, 2018, is attached as Annexure - 3 and forms an integral part of this report

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, annual return is provided on the web site of the Company at www.aimcopesticides.com.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information as per Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption & foreign exchange earnings and outgo are given in Annexure- 4 forming part of this report.

14. DETAILS OF COMMITTEES OF THE BOARD:

At present, the Board has Four (4) Committees: the Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee and Corporate Social Responsibility Committee. The Composition of various committees and compliances, are as per the applicable provisions of the Companies Act, 2013 along with the Rules and Securities Exchange Board of India (Listing obligation & Disclosure Requirements) Regulations, 2015. The brief details of various Committees are provided separately in the Corporate Governance report.

I. Audit Committee Composition:

The Board has an Audit Committee in conformity with the provisions of Section 177 of the Companies Act, 2013 and as per Regulation 18 of Securities Exchange Board of India (Listing obligations & Disclosure Requirements) Regulations, 2015 which comprises of Three (3) Directors. Mr. Ninad Sahasrabuddhe, Company Secretary and Compliance Officer of the Company, acted as Secretary of the Committee during the financial year 2017-2018.

All the members of the Audit Committee are financially literate and have accounting or related financial management expertise as required under the Companies Act, 2013 and Regulation 18 of Securities Exchange Board of India (Listing obligations & Disclosure Requirements) Regulations, 2015.

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered in to with the Stock Exchanges as per Securities Exchange Board of India (Listing obligations & Disclosure Requirements) Regulations, 2015.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Audit Committee.

II. Nomination and Remuneration Committee:

The Board has a Nomination and Remuneration Committee in conformity with the provisions of Section 178 of the Companies Act, 2013 which comprises of Three (3) Directors. Mr. Ninad Sahasrabuddhe, Company Secretary and Compliance officer of the Company, acted as Secretary of the Committee during the financial year 2017-2018.

Your Company has devised the Nomination Policy for the appointment of Directors and Key Managerial Personnel (KMP) of the Company who have ability to lead the Company towards achieving sustainable development. The company has also framed Policy relating to the remuneration of Directors, Key Managerial Personnel and other Employees.

III. Stakeholders Relationship Committee:

The Board has a Stakeholders' Relationship Committee in conformity with the provisions of Section 178 of the Companies Act, 2013 which comprises of Three (3) Directors. Mr. Ninad Sahasrabuddhe, Company Secretary and Compliance officer of the Company, acted as Secretary of the Committee during the financial year 2017-2018.

Your Company has sound mechanism to deal with and resolve the shareholders grievances in respect of share transfer(s), transmission(s), non-receipt of annual report and/or dividend etc. and other related activities.

IV. Corporate Social Responsibility Committee:

The Board has a Corporate Social Responsibility Committee inconformity with the provisions of Section 135 of the Companies Act, 2013 which comprises of Three (3) Directors.

Mr. Ninad Sahasrabuddhe, Company Secretary and Compliance officer of the Company, acted as Secretary of the Committee during the financial year 2017-2018.

Your company aims to be one of the most respected corporate citizens in India, delivering superior and sustainable value to all our customers, business partners, stakeholders and employees.

Corporate Social Responsibility (CSR) is a company's commitment to operate in economically, socially and environmentally sustainable manners, while recognizing the interest of all its stakeholders.

15. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral.

No complaints pertaining to sexual harassment were received during the Financial Year 2017-18.

16. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Vigil Mechanism of the Company, which incorporates a whistle blower policy in terms of the Regulation 22 of Securities Exchange Board of India (Listing obligations& Disclosure Requirements) Regulations, 2015, is to provide platform to Directors and Employees to report their concerns. Your company has established transparent system to safeguard any person using this mechanism from victimization and inappropriate/ exceptional cases, there is direct access to approach Mr. Ramgopal Kaja (DIN:00140047), Chairman of the Audit Committee.

Protected disclosures can be made by a whistleblower through hand-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: www.aimcopesticides.com.

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met seven (7) times during the financial year. The intervening gap between any two meetings was not more than 120 days as prescribed by the Companies Act, 2013. Details of date of Board meetings are provided separately in Corporate Governance report.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, are given in the notes to the financial statements provided in this Annual Report.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company, during the year, has entered into transactions, as specified under section 188(1) of the Companies Act, 2014, with related parties. Accordingly, the disclosure of Related Party Transactions to be provided under section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 forming part of Board Report as per Annexure-5. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website and can be accessed at the Website: www.aimcopesticides.com.

Your Directors draw your attention to Note No. 31 to the financial statements which set out related party disclosures.

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

All Related Party Transactions are approved by the Audit Committee. Prior omnibus approval is obtained from the Audit Committee in respect of the transactions which are repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed on a quarterly basis by the audit committee.

20. DIRECTORS' RESPONSIBILITY STATEMENT:

As stipulated under section 134 (3) (c) read with Section 134(5) of the Companies Act, 2013, your Directors hereby state and confirms that:

a) In preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards had been followed and there are no material departures from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit and loss of the Company for the year ended on that date;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and are operating effectively during the financial year ended March 31, 2018; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the financial year ended March 31, 2018.

21. MANAGERIAL REMUNERATION:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure-6 to this Report.

22. CORPORATE GOVERNANCE:

The Company has successfully implemented and complied with all the requirements and disclosures of the Code of Corporate Governance as required under Listing Agreement (as amended) entered in to with the Stock Exchange as per Securities Exchange Board of India (Listing obligations& Disclosure Requirements) Regulations, 2015. A report on Corporate Governance as stated above, is attached separately in the annual report.

23. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted the Corporate Social Responsibility Committee of the Board of Directors, in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 as amended.

The brief outline of the CSR Policy including overview of programs undertaken, if any, the composition of CSR Committee, average net profits of the company for the past three financial years, prescribed CSR expenditure and details of amounts spent by the Company during the year, if any, have been disclosed as an annexure to this report.

24. RISK MANAGEMENT:

The Company's robust Risk Management Framework (RMF) identifies and evaluates all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks. The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth.

The risk framework is aimed at effectively mitigating the Company's various business and operational risks, through strategic actions. Risk management is Integral part of our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans.

The Audit Committee oversees Enterprise Risk Management Framework to ensure execution of decided strategies with focus on action and monitoring risks arising out of unintended consequences of decisions or actions and related to performance, operations, compliance, incidents, processes, systems and transactions are managed appropriately.

The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

RMF is prepared to ensure robust internal controls and effectively respond to any changes in the business environment so as to achieve high degree of business performance, limit any negative impact on its working and avail of benefits arising out of any business opportunities. Key business risks perceived by the Company and mitigating initiatives are as under:

i) Industry Risk: Agrochemicals industry is prone to risks arising out of indifferent weather conditions such as excess rains, scanty rains, unseasonal rains etc. This can lead to demand fluctuation and industry downturn. To mitigate these risks, the Company has expanded its global reach to almost all countries in the world. With increase in demand for food due to increase in population, use of agrochemicals will keep on rising. The Company has a large portfolio of agrochemicals with diverse applications. The Company has an efficient supply chain, hence product movement is very swift.

ii) Key inputs risk: Non-availability of key inputs and raw materials can adversely affect the production planning and subsequent sales. To mitigate these risks, the Company has its own manufacturing facilities for some key raw materials. Multiple vendor databases are created to ensure smooth supply of various raw materials. The Company enters into long term contracts with suppliers for some key inputs which ensure timely supply and price stability.

25. FORMAL ANNUAL EVALUATION MADE BY BOARD OF ITS OWN PERFORMANCE AND OF ITS COMMITTEE AND OF INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and as per Regulation 17 of Securities Exchange Board of India (Listing obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as evaluation of working of committees of Board of Directors.

Executive Directors were evaluated on the basis of targets / criteria given to them by the board from time to time as well as per their terms of appointment. Independent Directors, being evaluated by entire board except of Director being evaluated, on meeting their obligations connected with their independence criteria as well as adherence with the requirements of professional conduct, roles, functions and duties specifically applicable to Independent Directors as contained in Schedule IV to the Companies Act, 2013. Chairman and other Non-Independent Directors were being evaluated by Independent Directors, who also reviewed the performance of secretarial department. Performance evaluation of the Committees and that of its members in effectively discharging their duties, were also being carried out by board.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance valuation of the nonexecutive directors and executive directors. The said Policy is put upon the website of the Company at the link: www.aimcopesticides.com.

The overall performance of Chairman, Executive Directors and Non-Executive Directors of the Company is satisfactory. The review of performance was based on criteria of performance, knowledge, analysis, quality of decision making etc.

26. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the Section 149 (6) of the Companies Act, 2013 and Securities Exchange Board of India (Listing obligations& Disclosure Requirements) Regulations, 2015 entered with the stock exchanges.

27. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed amiable relationship with workers and employees at all levels.

The Company truly believes that People are its biggest assets. With the rate of growth of the organization, the concentration was on making the Company brand more contemporary, explaining what “doing things better” means to each of the stakeholders and focusing on the Core Values of the Company.

With a mission to be among the top 5 agrochemical companies in the Country, such values that would echo a collective mindset and voice to reach this common objectives are framed. HR processes, like Talent acquisition, Performance Management and Leadership Development are strengthened further keeping the Values in Focus. By providing a inspiring environment to learn and grow, promoting teamwork and mutual working, focusing on competency development and career growth, and respecting people and showing concern for them.

The Company has an enviable history of talent retention. The attrition rate has been very low and it has been able to manage people aspirations and career growth aligned to the business needs and growth. There has been great success with the Supply chain excellence program and a number of people in the supply chain team were rewarded for their contribution in making the program a success.

28. SUBSIDIARY AND ASSOCIATE COMPANIES:

As on March 31, 2018 your Company has two Subsidiary Companies viz. M/s. Aimco Ecoscience Limited and M/s. Aimco International FZE and one associate company viz. M/s. KR Aimco Agro LLP Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as “Annexure-7” [Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement] Further, the Annual Accounts and related documents of the subsidiary companies shall be kept open for inspection at the registered office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, in accordance with Indian Accounting Standards (“IND-AS”), Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

29. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings/behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as “code of business conduct” which forms an Appendix to the Code. The Code has been posted on the Company's website.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

30. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code. The Compliance officer is entrusted with responsibility of overseeing, the compliances prescribed in connection with prevention of Insider Trading.

31. DETAILS OF TOP TEN EMPLOYEES IN TERMS OF REMUNERATION : -

As per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company is required to disclose the details of top ten employees in terms of remuneration drawn by them in the Financial Year 2017-18 which are given as under:

Sr.

No.

Employee

Name

Designation

Remuneration Per Annum

Nature of employment (whether contractual or otherwise)

Qualification

and

Experience

Date of commencement of employee

Last employment held by employee before joining the company

Percentage of Equity shares held

Age

1

Mrs.

Elizabeth

Shrivastava

Managing

Director

40,35,000

Contractual

M.Sc. (Biochemistry) from University of Mumbai

12.08.1987

0.17

65 Years

2

Mr. Pradeep P. Dave

Director

40,36,800

Contractual

B. Sc. (Chemistry) from University of Mumbai

12.08.1987

9.77

75 Years

3

Dr. Samir P. Dave

Director

34,14,000

Contractual

Ph.D in Organic Chemistry (Dept. of University of Mumbai)

30.05.1995

5.98

51 Years

4

Mr. Ashit P. Dave

Director

34,14,000

Contractual

B.Com, MEP -IIM Ahmedabad

20.08.1996

2.84

47 Years

5

Mr. J N Shah

General

Manager

29,58,000

Non

Contractual

B.Sc.

26.09.1978

-

-

61 Years

6

Mr. Hiren Shah

Purchase

Manager

28,71,600

Non

Contractual

Diploma in Chemical Engineering

07.10.1996

40Years

7

Ms. Priya Surati

Accounts

Manager

15,83,256

Non

Contractual

B.Com

27.01.2004

-

-

38 Years

8

Mr. G. S. Chaugule

Quality

Controller

12,74,256

Non

Contractual

B.Sc

01.01.1997

-

-

47 Years

9

Ms. Sheeba Manoj

Export

Assistant

10,25,256

Non

Contractual

B.Sc

01.02.2009

-

-

50 Years

10

Mr. Pravin Pawar

Registration

Assistant

10,86,420

Non

Contractual

B.Sc, PG Diploma in Agriculture Business Management

22.02.2010

34 Years

32. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the financial year 2018-19 to BSE Limited where the Company's Shares are listed.

33. OTHER DISCLOSURES/REPORTING:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

d) Joint Venture(s).

e) Details of payment of remuneration or commission to Managing Director or Joint Managing Director of the Company from any of its subsidiaries, Joint Venture/Associate Company.

f) Voting rights which are directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially holds shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

g) Any significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

34. ACKNOWLEDGEMENTS:

Your Directors express their deep gratitude for the co-operation and support extended to the Company by its Members, customers, suppliers, bankers and various government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continued co-operation.

For and on behalf of the Board of Aimco Pesticides Limited

Sd/- Sd/-

Elizabeth Shrivastava Ashit Dave

Managing Director Executive Director

(DIN: 00184865) (DIN: 00184760)

Date: August 14, 2018

Place: Mumbai