board's report

Dear Members,

The Board of Directors hereby submit the report of the business and operations of your Company ('the Company' or 'IIL'), along
with the audited financial statements, for the financial year ended March 31,2023.

1. Financial Results and State of Company's Affairs

During the year under review

• Revenue from Operation has recorded a growth of
19.77% from '1,503.96 Crore in FY22 to '1,801.32
Crore in FY23 mainly attributed to growth in the
volume of sales despite price corrections in the market.
Increase in revenue was largely driven by our focus on
increasing the share of Maharatna Products, Healthy
contribution of Maharatna Products highlights the
strength of our marketing team and sales partners to
sell our premium products. Among them, Hachiman
and Japanese patented Shinwa are the biggest
contributor to our product sales

• The EBITDA stood at '121.88 Crore in FY23 as
compared to '169.67 Crore in FY22. The Company's
EBITDA margins turned negative and stood at (-)9.37%,
primarily due to liquidation of high-cost inventory and
forex losses from foreign transactions.

• Net profit stood at ' 62.98 Crore in FY23, compared to
'107.02 Crore in FY22

2. Dividend

Your directors are pleased to inform that your Company
has a consistent track- record of dividend payment.
In line with the Dividend Distribution Policy, and in
compliance with Regulation 43A of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations"). The Company paid an Interim
Dividend of '3/- (30%) per equity share having face
value of '10/- each for the financial year 2022-23. The
aforesaid payment of Interim Dividend may be treated
as Final Dividend for the Financial Year 2022-23.

In the line of Regulation 43A of SEBI (Listing Obligations
and Disclosure Requirements) (Second Amendment)
Regulations, 2016 and stated above the Dividend
Distribution Policy is available on the website of the
company https://www.insecticidesindia.com/policies/

3. Change in equity share capital

The Board of Directors of the Company at their meeting
held on August 20, 2022 approved the issue of Bonus
Equity Shares in ratio of '1(one) new equity share for
every 2 (two) existing equity shares held', The members
vide their resolution dated September 23, 2022 approved
the aforesaid proposals.

The paid up equity share capital of the company as
on March 31, 2023 is '29,59,78,370/- comprising of
29597837equity shares of '10/- each; whereas paid up
Equity Share Capital of the Company as on March 31,
2022 was '19,73,18,910/- comprising of 19731891
equity shares of '10/- each.

Apart from the above, there was no change in the
Company's Share Capital during the year under review.

4. Credit Rating

The Company enjoys a good reputation for its sound
financial management and ability to meet in financial
commitments.

CRISIL, a S&P Global Company, a reputed Rating Agency,
has re-affirmed the credit rating of CRISIL A/Stable for
the long-term and CRISIL A1 for the Short-term Bank
facilities.

5. Award and Recognitions

Your company has received accolades from various
industry platforms in the fields of exports, management,
and leadership within its sector. These achievements
have been detailed in the Awards section of this Annual
Report.

6. Particulars of Loans given, Investment made,
Guarantees given and Securities provided

During the FY2023 your Company has not granted any
Loan, Guarantee or provided securities under Section
186 of the Companies Act, 2013 read with rules framed
thereunder.

7. Deposits

Your Company has neither invited nor accepted any
deposits from the public within the preview of Section
73 of the Companies Act, 2013 ("the Act") during the
year.

There is no unclaimed or unpaid deposit lying with the
Company as on March 31, 2023.

8. Performance of Subsidiary, Joint Venture and
Associates

The consolidated financial statements of the Company
prepared in accordance with the Companies Act, 2013
and applicable accounting standards form part of the
Annual Report. The consolidated financial statements
include the financial statements of its subsidiary
Companies.

• During the year under review, the wholly owned
subsidiary was incorporated on July 15, 2022
namely “IIL Biologicals Limited".

• The Company has one joint venture namely
“OAT & IIL India Laboratories Private
Limited" within the meaning of Section 2(6) of
the Companies Act, 2013 ("Act"), as on March
31, 2023.

Further, during the year under review, no company have
ceased to be its subsidiary, associate or joint venture
Company.

Pursuant to the provisions of section 136 of the
Companies Act, 2013, the financial statements including
consolidated financial statements along with the
relevant documents and audited accounts of subsidiaries
are available on the website of the Company at
https://insecticidesindia.com

Pursuant to section 129 of the Companies Act, 2013 a
statement in Form AOC-1, containing the salient features
of the financial statements of the Company's subsidiaries
is attached with the financial statements. The statement
provides details of performance and financial position
of the subsidiary. The contribution of the subsidiaries
to the overall performance of the company is given in
the consolidated financial statements. The highlights of
performance of joint venture along with its contribution
to overall performance of the Company during the
period are provided in form AOC-1 and annexed as
Annexure-1.

The Financial Statements of the subsidiaries shall
be made available to the shareholders seeking such
information and shall also be available for inspection at
its Registered Office.

The Policy for determining material subsidiaries as
approved may be accessed on the Company's Website in
investor section: https://www.insecticidesindia.com/wp-
content/uploads/2020/1 0/Policy-on-Material-
Subsidiaries.pdf

9. Consolidated Financial Statements

The Consolidated Financial Statements of the Company
for the Financial Year 2022-23 are prepared in
compliance with the applicable provisions of the Act,
Accounting Standards and Regulations as prescribed
by Securities and Exchange Board of India, SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (SEBI "Listing Regulations").

The Consolidated Financial Statement have been
prepared on the basis of audited financial statements
of the Company and its subsidiary and Joint Venture
Company, as approved by their respective Board of
Directors.

Pursuant to the provisions of Section 136 of the Act, the
Financial Statements of the Company, the Consolidated
Financial Statements along with all relevant
documents and the Auditor's Report thereon form
part of this Annual Report. The Financial Statements
as stated above are also available on the website
https://www.insecticidesindia.com/investors-desk/ of
the Company.

10. Transfer to Reserves

During the year under review, your directors do not
propose to transfer any amount to the reserves.

11. Management's discussion and analysis Report

Management's Discussion and Analysis Report for the
year under review, as stipulated under Regulation 34
read with Schedule V of the SEBI "Listing Regulations",
is presented in a separate section forming part of the
Annual Report. Certain Statements in the said report
may be forward-looking. Many factors may affect the
actual results, which could be different from what the
Directors envisage in terms of the future performance
and outlook.

12. Corporate Social Responsibility

The CSR policy formulated by the CSR Committee and
approved by the Board, remains unchanged. The same
may be accessed on the Company's website at the link:
https://www.insecticidesindia.com/investors-desk/

The key philosophy of all CSR initiatives of the Company
is guided by three core commitments of Scale, Impact
and Sustainability.

The Company has identified following focus areas for

CSR engagement:

• Rural Transformation: Creating sustainable
livelihood solutions, addressing poverty, hunger and
malnutrition.

• Environment: Environmental sustainability,

ecological balance, conservation of natural resources
and promoting bio-diversity.

• Health: Affordable solutions for healthcare through
improved access, awareness and health seeking
behavior.

• Education and Sports: Access to quality education,
training and skill enhancement, building sports &
skills in young students.

• Disaster Response: Managing and responding to
disaster.

• Art, Heritage and Culture: Protection and
promotion of India's art, culture and heritage.

The Company would also undertake other need based
initiatives in compliance with Schedule VII to the Act.
The annual report on CSR activities is annexed herewith
and marked as Annexure - 2.

13. Risk Management

The Company has formulated the Risk Management
Policy through which the Company has identified various
risks like, strategy risk, industry and competition risk,
operation risk, liability risks, resource risk, technological
risk, financial risk. The Company faces constant pressure
from the evolving marketplace that impacts important
issues in risk management and threatens profit margins.
The Company emphasizes on those risks that threaten
the achievement of business objectives of the Group
over the short to medium term. Your Company has
adopted the mechanism for periodic assessment to
identify, analyze, and mitigation of the risk.

The appropriate risk identification method will depend
on the application area (i.e. nature of activities and the
hazard groups), the nature of the project, the project
phase, resources available, regulatory requirements and
client requirements as to objectives, desired outcome
and the required level of detail.

The trend line assessment of risks, analysis of exposure
and potential impact shall be carried out. Mitigation
plans shall be finalized, owners identified, and progress

of mitigation actions shall be regularly and periodically
monitored and reviewed.

Treatment options which are not necessarily mutually
exclusive or appropriate in all circumstances shall be
driven by outcomes that include:

• Avoiding the risk,

• Reducing (mitigating) the risk,

• Transferring (sharing) the risk, and

• Retaining (accepting) the risk.

Risk Management Committee: The Company has
constituted a Risk Management Committee of the
Board comprising of one executive director and two
independent director of the Company as required
under Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015. The Committee reviews the risk management
initiatives taken by the Company on quarterly basis
and evaluate its impact and the plans for mitigation.
During the year, the Committee met on May 26,
2022, August 12, 2022, November 07, 2022 and
February 13, 2023. The Risk Management Policy
can be accessed on the Company's website at at
https://www.insecticidesindia.com/investors-desk/

14. Vigil Mechanism

The Company promotes ethical behaviour in all its
business activities and has put in place a mechanism
for reporting unethical behaviour, fraud, violations, or
bribery. The Company has Vigil Mechanism (Whistle
Blower) Policy under which the employees are free to
report violations of applicable Laws and Regulations and
the Code of Conduct, the same can be accessed through
the Chairman of the Audit Committee. The reportable
matters may be disclosed to the Ethics and Compliance
Task Force which operates under the supervision of the
Audit Committee. Employees may also report to the
Chairman of the Audit Committee. During the year under
review no such complaint has been received and no
employee was denied access to the Audit Committee for
reporting violations. The details of the aforementioned
policy is available on the Company's website at
https://www.insecticidesindia.com/investors-desk/

15. Disclosure of Remuneration & Particulars Of
Employees And Related Disclosures

The information as required in accordance with Section
197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the details regarding the
remuneration and other requisite details are mentioned
in the Annexure - 3 attached hereto.

List of top 10 employees' remuneration are annexed as
Annexure-3 under Section 197 of the Companies Act,
2013 read with rule 5(2) of the Companies (Appointment
and Managerial Personnel) Rules 2014.

No director of the Company who is receiving commission
from the Company is in receipt of any remuneration or
commission from any holding company or subsidiary
company of the Company.

The Remuneration Policy of the company is available at
https://www.insecticidesindia.com/investors-desk/

16. Directors/Key Managerial Personnel Appointment,
Re-appointment & ResignationDirectors

During the year, the Board of Directors, basis the
recommendation of Nomination and Remuneration
Committee, has approved the re-appointment of Mr.
Hari Chand Aggarwal, Whole-time Director & Chairman
of the Board for the period of 5 (five) years w.e.f.
October 01, 2022, liable to retire by rotation; Mrs.
Nikunj Aggarwal as Whole-time Director for a period
of five years with effect from May 02, 2023, liable to
retire by rotation and Mr. Anil Kumar Goyal, Whole-time
Director for the period of 5 (five) years w.e.f August 20,
2022, liable to retire by rotation and the same has been
approved by the shareholders in 25^th Annual General
Meeting held on September 23, 2022

During the year under review, the shareholders of the
company in the AGM held on September 23, 2022,
approved the re-appointment of Mr. Hari Chand
Aggarwal, Chairman of the Board, who was liable to
retire by rotation.

Pursuant to provisions of Companies Act, 2013 ('Act')
and the Articles of Association of the Company, Mr.
Anil Kumar Goyal is liable to retire by rotation and
being eligible, offer himself for re-appointment. The
Nomination and Remuneration Committee and Board
of Directors have recommended his re-appointment for

the approval of the shareholders of the Company in the
forthcoming Annual General Meeting of the Company

Key Managerial Personnel

Key Managerial Personnel of the Company pursuant to
Section 2(51) of the Act, read with the Rules framed
there under:

*Mr. Anil Kumar Goyal is appointed w.e.f. August 20,
2022

During the period under review none of the Key
Managerial Personnel (KMP) has resigned from the
Company.

During the financial year 2022-23, all the necessary
information, as mentioned in Part A of Schedule II of
SEBI Listing Regulations, has been placed before the
board for discussion and consideration.

17. Declaration by Independent Director

All the Independent directors have given declaration
that they meet the criteria of Independence laid down
under Section 149 (6) of the Companies Act, 2013
and Regulation 16(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

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 digitalization,
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.

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.

18. Directors Performance Evaluation Report

In terms of Companies Act, 2013 and SEBI Listing
Regulations, there is requirement of formal evaluation
by the Board of its own performance and that of its
committees and individual directors.

The evaluation of Board of its own performance and
that of its committees and individual directors was
conducted based on criteria and framework adopted by
the Board. The evaluation criteria have been explained
in the Nomination and Remuneration Policy adopted
by the Board. The details of the aforementioned
policy is available on the Company's website at
https://www.insecticidesindia.com/investors-desk/

Further the Board, in its meeting held on May 26,
2022 also evaluated the performance of the Board,
its committees and all Individual Directors including
Chairman of the Company and expressed its satisfaction
over the performance of the Board, its Committees
and Individual Directors. Furthermore, Board is of the
opinion that Independent directors of the company are
persons of high repute, integrity & possess the relevant
expertise & experience in their respective fields

19. Familiarisation Programme for Independent
Directors

Pursuant to the provisions of Regulation 25 of the SEBI
Listing Regulations, the Company has formulated a
programme for familiarising the Independent Directors
pertaining to which all new Directors (including
Independent Directors) inducted to the Board go
through a structured orientation programme. The new
Directors are given an orientation on their roles, rights,
responsibilities in the Company, nature of the industry
in which the Company operates, business model of the
Company, products of the business, group structure and
subsidiaries, Board constitution and procedures, matters
reserved for the Board and the major risks and risk
management strategy of the Company.

During the year under review, Mr. Anil Kumar
Bhatia, Independent Directors was inducted to
the Board. The details of the aforementioned
programme is available on the Company's website at
https://www.insecticidesindia.com/investors-desk/

Further, the Company has received declaration from all
the Independent Directors, as envisaged in sub section
(6) of Section 149 of the Companies Act, 2013.

20. Meeting of the Board

During the financial year 2022-23, the Board of Directors
met 6 (Six) times, the details of which are given in the
Corporate Governance Report that forms part of the
Annual Report. The notice along with Agenda of each
Board Meeting was given in writing to each Director.
The intervening gap between any two meetings was
within the period prescribed by the Act and SEBI Listing
Regulations.

21. Board Committees

In compliance with the requirements of the Act and
SEBI Listing Regulations, your Board had constituted
various Board Committees including Audit Committee,
Nomination & Remuneration Committee, Stakeholders
Relationship Committee, Finance Committee, Corporate
Social Responsibility Committee and Risk Management
Committee.

After the reporting period, the board has made
revisions to the roles and responsibilities, including
changes to the names of committees. The Corporate
Social Responsibility has been renamed to Corporate
Social Responsibility & Sustainability Committee, and

the Nomination & Remuneration Committee has
been expanded to include ethics, now known as the
Nomination, Remuneration and Ethics Committee.

Details of the constitution of these Committees, which
are in accordance with regulatory requirements, have
been uploaded on the website of the Company viz.
https://www.insecticidesindia.com/board-of-directors/
Details of scope, constitution, terms of reference,
number of meetings held during the year under review
along with attendance of Committee Members therein
forms part of the Corporate Governance Report annexed
herewith this report. A detailed report on Corporate
Social Responsibility activities initiated by the Company
during the year under review, in compliance with the
requirements of Companies Act, 2013, is annexed with
this report.

22. Directors Responsibility Statement

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, the work performed by the internal, statutory,
cost and secretarial auditors and external consultants,
including the audit of internal financial controls over
financial reporting by the statutory auditors and the
reviews performed by the 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
Financial Year 2022-23.

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

a) in the preparation of the annual accounts for
the year ended March 31, 2023, the applicable
accounting standards had been followed along
with proper explanation relating to material
departures;

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

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 had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively;

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.

23. Contracts Or Arrangements With Related Parties

Your Company has formulated a policy on related
party transactions which is also available on Company's
website at the link https://www.insecticidesindia.com/investors-
desk/ . The Board of Directors of the Company has
approved the criteria for making the omnibus approval
by the Audit Committee within the overall framework of
the policy on related party transactions. Prior omnibus
approval is obtained for related party transactions which
are of repetitive nature and entered in the ordinary
course of business and at arm's length. All related party
transactions are placed before the Audit Committee for
review and approval.

All related party transactions entered during the
Financial Year were in ordinary course of the business
and on arm's length basis under Section 188(1) of the
Act and Listing Regulations and hence a disclosure in
Form AOC-2 in terms of clause (h) of sub-section (3) of
section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014 is not required.

Details of the transactions with Related Parties are
provided in the accompanying financial statements,
members may refer to Note No. 38 of Standalone and
Note No. 40 of Consolidated financial statement of
the notes to accounts of the Company which sets out
related party disclosures pursuant to IndAS-24 and in
compliance with the provision of Section 134(3)(h) of
the Act.

24. Details in respect of adequacy of Internal Financial
Controls

The Board has adopted the policies and procedures for
ensuring the orderly and efficient conduct of business,

including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection
of frauds and errors, the accuracy and completeness
of the accounting records and timely preparation of
reliable financial disclosures.

Along with Statutory and Internal Auditor, the
Company has an in-house Internal Audit department
with a team of qualified professionals. The internal
audit department prepares an annual audit plan based
on risk assessment and conducts extensive reviews
covering financial, operational and compliance controls.
Improvements in processes are identified during reviews
and communicated to the management on an ongoing
basis. The Audit Committee of the Board monitors the
performance of the internal audit team on a periodic
basis through review of audit plans, audit findings and
issue resolution through follow-ups. Each year, there are
at least four meetings in which the Audit Committee
reviews internal audit findings.

25. Details of Significant & Material Orders passed by
the regulator or Courts

No significant and material order has been passed by
the Regulators or Courts or Tribunals impacting the
going concern status of the Company and Company's
operations in future, details of which needs to be
disclosed in the board's report as Section 134 (3)(q) read
with rule 8 of Companies (Accounts) Rules, 2014.

26. Material Changes and Commitments

There have been no material changes and commitments
affecting the financial position of the company which
have occurred between the end of the financial year of
the Company to which the financial statements relate
and the date of the report.

27. Auditors

a) Statutory Auditors

At the 25^th AGM of the Company held on September
23, 2022 pursuant to the provisions of the Act and
the Rules made thereunder, M/s SS Kothari Mehta
& Company, Chartered Accountants (ICAI Regd.
No.: 000756N) and M/s Devesh Parekh & Co.,
Chartered Accountants (ICAI Regd. No.: 013338N)
were appointed as Joint Auditors of the Company
for term of 5 (Five) consecutive Years.

The Board of Directors of the Company as per the
recommendation of Audit Committee has approved

the remuneration payable to /s SS Kothari Mehta &
Company, Chartered Accountants (ICAI Regd. No.:
000756N) and M/s Devesh Parekh & Co., Chartered
Accountants (ICAI Regd. No.: 013338N), Chartered
Accountants for the year 2022-23. Members may
refer to Note No. 28(a) of Standalone and Note No.
29(a) of Consolidated financial statement of the
notes to accounts of the Company for details of
Auditors fees during the period.

The Notes on financial statement referred to in the
Auditors' Report are self-explanatory and do not
call for any further comments. The Auditors' Report
does not contain any qualification, reservation,
adverse remark or disclaimer.

During the year under review, the Auditors had not
reported any matter under Section 143 (12) of the
Act, therefore no detail is required to be disclosed
under Section 134 (3)(ca) of the Act.

The Company has received their continuing eligibility
certificate confirming that they satisfy the criteria
provided under Section 141 of the Act.

b) Secretarial Auditor

The Board of Directors had appointed Akash Gupta
& Associates, Company Secretaries, (PCS Regis. No.
11038), to conduct Secretarial Audit for FY 2022¬
2023. During the year under review the company
complies with all applicable Secretarial Standards.
The Secretarial Report annexed to this report are
self-explanatory and do not call for any further
comments. The Secretarial Audit Report does not
contain any qualification, reservation, adverse
remark or disclaimer.

During the year under review, the Auditors had not
reported any matter under Section 143 (12) of the
Act, therefore no detail is required to be disclosed
under Section 134 (3)(ca) of the Act.

In terms of Section 204 of the Companies Act,
2013, the Audit Committee recommended and the
Board of Directors appointed M/s. Akash Gupta &
Associates, Company Secretaries (PCS Registration
No. 11038) as the Secretarial Auditors of the
Company in relation to the financial year 2023¬
24. The Company has received their consent for
appointment.

A Secretarial Compliance Report for the financial year

ended March 31, 2023 as required under Regulation
24A of SEBI (LODR) Regulations 2015 has been
submitted to the stock exchanges within due time.

c) Cost Auditor

In terms of the requirement of Section 148 of the
Act read with Companies (Cost Records and Audits)
Rules, 2014, the cost audit records maintained by
the Company is required to be audited.

The Audit Committee recommended and the Board
of Directors appointed M/s Aggarwal Ashwani K &
Associates, Cost Accountants, as Cost Auditors of
the Company, to carry out the cost audit for the
financial year 2023-24. The Company has received
their written consent that the appointment is in
accordance with the applicable provisions of the
Act and rules framed thereunder. The remuneration
of Cost Auditors has been approved by the Board
of Directors on the recommendation of Audit
Committee and in terms of the Companies Act,
2013 and Rules thereunder the requisite resolution
for ratification of remuneration of Cost Auditors by
the members has been set out in the Notice of the
26^th Annual General Meeting of your Company.

During the FY 2022-23, the Cost Auditor has not
reported any matter under Section 143(12) of the
Act, therefore no details is required to be disclosed
under Section 134(3)(ca) of the Act. The Cost Audit
Report of the relevant period does not contain
any qualification, reservation, adverse remark or
disclaimer.

d) Internal Auditors

The Board of Directors on recommendation of
the Audit Committee, appointed M/s. Aditi Gupta
& Associates, Chartered Accountants as Internal
Auditors of the Company for the financial year
2022-23.

The Internal Auditors' Report submitted to the Board
were not contained any qualification, reservation,
adverse remark or disclaimer, however suggestions
given by the internal auditors for the improvement
of the system were taken into consideration by the
management.

No frauds have been reported by the Auditors
under Section 143(12) of the Companies Act, 2013
requiring disclosure in the Board's Report.

28. Corporate Governance

The Company is committed to maintain the highest
standards of Corporate Governance and adhere to
the Corporate Governance requirements set out by
the Securities and Exchange Board of India (SEBI). The
report on Corporate Governance as stipulated under
the Listing Regulations forms an integral part of this
Report. The requisite certificate from the Auditors of the
Company confirming compliance with the conditions
of Corporate Governance is attached to the report on
Corporate Governance.

29. Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings & Outgo

In terms of requirement of clause (m) of sub-section (3)
of Section 134 of the Companies Act, 2013 read with
the Companies (Account)s Rules, 2014, the particulars
relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as
required to be disclosed under the Act, are provided in
Annexure-4 to this report.

30. Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report for the
Financial Year 2022-23, as stipulated under Regulation 34
of the SEBI Listing Regulations read with Circulars issued
by Securities and Exchange Board of India, forms part
of the Annual Report and annexed as Annexure-5.

31. Annual Return

In accordance with Section 92 (3) of the Act,
the annual return for the financial year 2022¬
23 is available on Company's website at

https://www.insecticidesindia.com/investors-desk/

32. Disclosure under the Sexual Harassment
of Women at the Work Place (Prevention,
Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment
Policy ('Policy') in line with the requirements of The
Sexual Harassment of Women at the Work Place
(Prevention, Prohibition and Redressal) Act, 2013. Your
Directors state that during the year under review, no
cases of sexual harassment have been reported.

Further, the company has complied with
provisions relating to the constitution of
Internal Complaints Committee under the
Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013.
The said Policy is available on Company's website at
https://www.insecticidesindia.com/investors-desk/

33. Pollution Control

The Company has taken various initiatives to keep the
environment free from pollution. It has already installed
various devices in the factories to control the pollution.

34. Unclaimed Dividend Transferred to Investor
Education and Protection Funds (IEPF)

As per the Companies Act, 2013, dividends that are
unclaimed for a period of seven years, statutorily get
transferred to the Investor Education and Protection
Fund (IEPF) administered by the Central Government.
During the year under review, in terms of provisions of
Investors Education and Protection Fund (Awareness
and Protection of Investors) Rules, 2014. During the
year under review, the Company has transferred the
unclaimed dividend (Final) for financial year 2014-15,
aggregating to '68,000 was transferred to Investors
Education and Protection Fund.

As per Regulation 43 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, no shares are lying in
the suspense account of the Company.

The details of the nodal officer appointed by the
Company under the provisions of IEPF Rules are available
on the website of the Company.

35. Insurance

The Company has taken the required insurance coverage
for its assets against the possible risks like fire, flood,
public liability, marine, burglary etc.

36. Nature of Business

There is no change in the nature of business during the
period under review.

37. Listing

The Company's equity shares are listed on BSE
Limited ("BSE") & National Stock Exchange of India
Limited("NSE") having nation-wide trading terminals.
Annual listing fee for the Financial Year 2023-24 have
been paid to NSE and BSE.

38. General

Your Directors state that no disclosure or reporting is
required in respect of the following matters as there
were no transactions on these matters 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. The Company does not have any scheme of
provision of money for the purchase of its own
shares by employees or by trustees for the benefit
of employees.

d. Any remuneration or commission received by
Managing Director of the Company, from any of
its subsidiary.

e. No significant or material orders were passed
by the Regulators or Courts or Tribunals which
impact the going concern status and Company's
operations in future.

f. During the period No fraud has been reported
by the Auditors to the Audit Committee or the
Board.

g. There is no proceeding pending under the
Insolvency and Bankruptcy Code, 2016.

h. There was no instance of onetime settlement
with any Bank or Financial Institution.

39. Compliance with Secretarial Standards

During the year under review, your Company has
complied with the applicable Secretarial Standards

issued by the Institute of Company Secretaries of India.

40. Cautionary Statement

Statements in the Board's report and the Management
Discussion and Analysis Report describing the
expectations or predictions, may be forward looking
within the meaning of applicable securities laws and
regulations. Actual results may differ materially from
those expressed in the statement. Important factors that
could influence the Company's operations include: global
and domestic demand and supply conditions affecting
selling prices, new capacity additions, availability of
critical materials and their cost, changes in government
policies and tax laws, economic development of the
country and other factors which are material to the
business operations of the Company.

41. Appreciation

Your Company has been able to perform efficiently
because of the culture of professionalism, creativity,
integrity and continuous improvement in all functions
and areas as well as the efficient utilization of the
Company's resources for sustainable and profitable
growth.

The Directors hereby wish to place on record their
appreciation of the efficient and loyal services rendered
by each and every employee, without whose whole¬
hearted efforts, the overall satisfactory performance
would not have been possible.

The Directors appreciate and value the contribution
made by every member of the IIL family.

For and on behalf of the Board
Insecticides (India) Limited

(Hari Chand Aggarwal) (Rajesh Kumar Aggarwal)

Place: Delhi Chairman & WTD Managing Director

Dated: August 10, 2023 DIN-00577015 DIN-00576872