kilpest india ltd share price Directors report


Dear Members,

The Directors hereby present their Fifty-First (51st) Annual Report on the business and operations of Kilpest India Limited (the Company or Kilpest) together with the Consolidated and Standalone Audited Financial Statements for the Year ended on 31st March 2023.

FINANCIAL RESULTS

The Companys financial performance for the year ended 31st March 2023 is summarized below:

(Rs. in Lakhs)

S.No. Particulars 2022-23 2021-22
I Sales Turnover 1199.76* 1552.30*
II Other Income 408.70 1009.29
III Total Income 1608.46 2561.59
IV Profit before Depreciation 295.51 875.36
Less: Depreciation 30.47 29.06
V Profit before Tax (PBT) 265.04 846.30
Less: Provision for Tax 49.07 45.57
VI Net Profit after Tax 215.97 800.73

*Net of GST

In financial year 2021-22, Kilpest had received a special interim dividend of Rs. 75.00/- per equity share of Rs.10.00/- each (Rs.673.88 Lakh) along with a final dividend of Rs 25.00/- per equity share of Rs.10.00/- each (Rs.224.63 Lakh), from its subsidiary company, namely, 3B BlackBio Biotech India Limited. Dividend income constituted a major part of its other income. However, in current year 2022-23 only final dividend of Rs.25/- per equity share of Rs.10.00/- each has been received (Rs.224.63 Lakh), which is a major reason for lower Profit.

OVERVIEW OF COMPANYS PERFORMANCE FOR THE YEAR 2022-23

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 farmers income. Indias capability in low cost manufacturing, availability of technically trained resources, domestic demand, sufficient capacity, reasonable price realizations and a strong presence in generic pesticide manufacturing are the major factors boosting the crop protection market growth.

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.

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.

The companys sales at Rs.1199.76 Lakh were lower by 22% compared to previous year, due to excess and extended monsoon, as a result the sales in Rabi crops were effected.

The companys agro-chemical division is continuously focusing on Government Business which is mainly through e- tenders (GeM), further the Agro division is also in constant process of adding new customers in the regions where its presence till date has not been there. The exports of the agro-chemicals to Bangladesh have been growing and the company is now focusing on exports to other countries as well.

PERFORMANCE OF SUBSIDIARY

Incorporated in the year 2011, "3B BlackBio Biotech India Limited", a subsidiary of Kilpest India Limited, is engaged in Design, Development Manufacturing and Commercialization of qPCR tests, Rapid tests, NGS based Molecular Diagnostic Kits and Extraction Kits for reliable testing on patient samples.

With the largest range of CE-IVD products in the molecular diagnostics segment and our growing portfolio, we are considered as one of the leading molecular diagnostic kit manufacturers not only in India but also in the international markets.

INTERNATIONAL BUSINESS / EXPORTS

TRUPCR? assays have been well-accepted in over 35 countries across UK and Europe, Middle East, APAC, LATAM and United States of America. The subsidiary is continuously increasing our global footprints by adding more countries across South-East Asia and Middle-East through our channel partners.

The subsidiary is also in the process of getting our products registered in the countries where there is a good demand as per the respective medical devices regulations which will allow us easy access and preference in those markets.

We are participating in international tenders directly and through our distributors with which we have secured a few annual rate contracts for our assays in a few Middle-East, South-East Asian and European countries. These contracts are adding value to our business and giving a strong market standing to our products and brand globally.

We are working on expanding our reach to the yet untapped markets through our marketing efforts, which will yield results in the next financial year.

Our exports have been regularly increasing on a rapid scale which is visible in our figures.

In line with our vision for growth and enabling further support to our growing customer base, TRUPCR? Europe Limited has moved to a new and larger, self-contained, state of the art facility with dedicated labs for Production, QC and R&D, along with a separate area for storage and dispatch handling. The UK Subsidiary is now ISO 13485:2016 accredited by BSI, UK.

PRESENCE OF UK SUBSIDIARY IN INTERNATIONAL CONFERENCES

TRUPCR? Europe has participated in various International Molecular Diagnostic Conferences and arranging trainings & seminars for the customers.

The new website of TRUPCR? Europe Limited has been launched which is created keeping the European audiences in mind (https://trupcr.com/).

So, with enhanced visibility through exhibitions and full marketing team in place, the real benefits of the Manchester Site will start coming in this financial year.

With the new site and a full-fledged team of:

> Sales & Marketing

> Technical Support

> Research & Development

the Manchester Site is going to achieve greater numbers in the next calendar year as all these activities will greatly contribute in reducing the TAT (Turn-Around-Time) of deliveries to customers significantly. Also, since there is a dedicated technical team available in the same time zone, the technical support to customers will also be available readily. The UK subsidiary has now started the manufacturing of assays and the assays to EU customers are being supplied as "Made in UK".

We have started getting traction from the EU customers and some of the leads from the exhibitions have been materialized as well. The UK subsidiary is in discussion with various EU distributors as well to expand the reach in the yet untapped countries across Europe.

START OF RAPID KIT VERTICAL BUSINESS

The Rapid Kit manufacturing plant is ready & we are optimizing the products in R&D which have market the potential, other than the COVID Testing Kits. We have received the CDSCO approval for Dengue NS1 and we will keep on adding products as and when they are ready from the R&D.

The company has added some novel products in Rapid Kit vertical for detection of Antimicrobial Resistance (AMR) genes. As per WHO, AMR remains one of the top 10 global public health threats facing humanity, associated with the deaths of 4.95 million people in 2019.

AMR is also a threat to the global economy, with impact on international trade, heath care costs and productivity predicted. If no action is taken, AMR would cost the worlds economy USD 100 trillion by 2050.

Looking into the above need and focusing on below antibiotic groups:

• Carbapenems are a class of very effective antibiotic agents most commonly used for the treatment of severe bacterial infections.

• Cephalosporins are a class of very effective antibiotic used for treating clinical pathogens, especially Gram-negative bacteria.

We have successfully completed the collaborative R&D of the Rapid Tests for Antimicrobial Resistance (AMR). The regulatory approvals are in process and soon, we will be:

Launching In-vitro Rapid Diagnostic Tests for the Detection of Carbapenemes and B-lactamases Resistance in Bacterial Culture/ Blood Culture*

> TRURAPID? RESIST-5 OKNVI Rapid Test (For Resistance in Carbapenems)

> TRURAPID? RESIST ACINETO Rapid Test

(For Resistance in Carbapenems in Acinetobacter spp.) v

> TRURAPID? RESIST CTX-M Rapid Test (For Resistance in Cephalosporins)

The company started working on NGS Kit development in 2019 and had developed few parameters, but then COVID came and all activities were suspended. Now we are again reviving the NGS kits revalidations and also development of few more parameters, keeping in mind the global markets.

After extensive R&D efforts in the Next-Gen Sequencing Vertical which proved to be successful and we launched our NGS based "TRUNGS? Solid Tumor Panel" for Cancer Diagnosis and clinical management in the "European Society for Human Genetics (ESHG)" Conference that was held in Glasgow, Scotland between 10th June - 13th June 2023 for Europe.

"TRUNGS? Solid Tumor Panel is designed to detect SNVs, Indels, CNVs and RNA fusions in 35 marker genes and hotspots in 6 pharmacogenomics genes associated with solid tumors such as:

The company will keep on adding more products in the NGS Vertical after complete R&D.

SUMMARY

The company has made great achievements in terms of sales & profits, the molecular diagnostic business shall continue to grow well for few years from now; with new product addition (with continuous R & D efforts), new customer addition, and venturing into new international markets. Your Companys products command a very good brand image in the market, and the company is regarded by prominent labs as a reliable solution provider at par to the foreign multinationals.

The Subsidiary company has become a market leader in India. Subsidiary (Molecular Diagnostic Business) sales came down to Rs. 5,051.61 Lakh from Rs. 6682.78 Lakh and EBITDA came down to Rs. 3,546.36 Lakh from Rs. 4,277.86 Lakh; PAT came down to Rs. 2,602.35 Lakh from Rs. 3182.96 Lakh, which was mainly due to a drastic reduction in the COVID kits prices.

PUBLIC 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 the public was outstanding as on 31st March 2023.

MERGERS & ACQUISITIONS

The company has been looking for options to acquire a company in similar business area to get inorganic growth in FY22.

M&A valuations globally have gone high due to demand from molecular diagnostic companies which are flushed with cash. Your company will only go for the acquisition if it makes financial sense and meets our internal IRR criteria. We are also looking at share buyback in FY23/24 post merger, if we are unable to secure a desired acquisition candidate. Our aim is to create maximum value for our shareholders. We will be deploying some funds in the joint venture created in Manchester, UK depending on the need.

AMALGAMATION

The Board of Directors of the company in their meeting held on 27th December 2021 approved the Scheme of Arrangement (the Scheme) for amalgamation of 3B BlackBio Biotech India Ltd (Transferor Company) and Kilpest India Limited (Transferee Company) and their respective Shareholders and Creditors. The appointed date of the Scheme is 01st April 2020.

As per section 232(6) of the Companies Act, 2013, the Scheme shall clearly indicate an Appointed ate from which it shall be effective and the Scheme shall be deemed to be effective from such date and not at a date subsequent to the appointed date. The Scheme shall become effective from the appointed date i.e. 1st April 2020 and shall be operative upon filing of Certified Copy of the Order of NCLT with Registrar of Company in Form INC-28. The Certified Copy of the Order of NCLT was received by the Company on 9th August 2023. The Company is in the process of filing Form INC-28 with the Registrar of Company.

The financial statements of the Company for FY 2022-23 have been prepared without giving effect of the Scheme as the Certified Copy of the Order of the NCLT has not been filed with the Registrar of Company. Once the Certified Copy shall be submitted with the Registrar of Company, the whole of the undertaking of Transferor Company as a going concern, under the provisions of Companies Act, 2013, without any further act or deed, shall stand transferred to and vested in and / or deemed to be transferred to and vested in the Transferee Company so as to become the business, assets and properties of the Transferee company as a part of and consequent upon the Scheme. Enclosed below is the projected extract of the financial statements of the Company after the Scheme shall be operative (i.e. post filing of Certified Copy of the Order with Registrar of Company.)

The Members are informed that during last year, your Company had initiated the process of merger of Kilpest India Limited (Holding company), with 3B BlackBio Biotech India Limited (Subsidiary Company) through a composite Scheme of Amalgamation pursuant to Sections 230 to 232 of the Companies Act, 2013. The Companies involved in merger had filed a petition before Honble National Company Law Board Tribunal (NCLT) in Indore.

The Honble National Company Law Tribunal (NCLT), Indore Bench vide its order pronounced on 4th August 2023 has accorded approval of scheme of Amalgamation. The company has started taking up the necessary steps as per the said order to implement the Scheme of Amalgamation. The Company would like to thank all the support extended by the shareholders/ members.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under the review the company had filed Scheme of Amalgamation under Sections 230 to 232 and other applicable provisions of Companies Act, 2013 read with the Companies (Compromise arrangements and Amalgamation) rules, 2016 with Honble National Company Law Tribunal, Indore Bench and obtained order sanctioning the said Scheme from Honble National Company Law Tribunal, Indore Bench dated 9th August 2023.

PROJECTED EXTRACT CONSOLIDATED BALANCE SHEET AS AT 31st MARCH 2023, AFTER THE AMALGAMATION

SCHEME SHALL BE OPERATIVE.

(Rs. In Thousands)

PARTICULARS As at 31-Mar-2023 As at 31-Mar-2022
ASSETS
NON-CURRENT ASSETS
Property , Plant , Equipments 77,907 66,102
Capital Work in Progress 941 1,127
Financial Assets
(a) Investments 917,123 926,394
(b)Other Financial Assets 0 109,137
Other Non-Current Assets 2,251 2,752
Total Non-Current Assets 998,222 1,105,511
CURRENT ASSETS
Inventories 80,441 74,346
Financial Assets
(a) Trade Receivables 339,405 299,788
(b) Cash and Cash Equivalents 60.020 33.332
(c) Bank Balances other than (b) above 532.033 255.584
Loans 850 837
Other Current Assets 129.615 151.516
Total Current Assets 1.142.364 815.403
TOTAL ASSETS 2.140.586 1.920.914
EQUITY AND LIABILITIES
EQUITY
Equity Share Capital 85,664 85,664
Equity attributable to Owners of the Co. 1,842,826 1,635,097
Non-Controlling Interest 30,618 0
Total Equity 1,959,108 1,720,761
NON-CURRENT LIABILITIES
Financial Liabilities
(a) Borrowings 9,134 8,397
(b)Other Non-Current Liability 1326 17
Deferred Tax Liability 29,180 22,731
Total Non-Current Liabilities 39,640 31,145
CURRENT LIABILITIES
Financial Liabilities
(a) Borrowings 11,157 16,904
(b) Trade Payables 33,706 35,427
(c ) Other Financial Liabilities 3,150 2,576
Other Current Liabilities 9,014 14,405
Provisions 84,811 99,696
Total Current Liabilities 141,838 169,008
TOTAL EQUITY AND LIABILITIES 2,140,586 1,920,914

PROJECTED EXTRACT OF CONSOLIDATED STATEMENT OF PROFIT AND LOSS AFTER THE AMALGAMATION SCHEME

SHALL BE OPERATIVE.

(Rs. In Thousands)

Particulars For the year ended March 31, 2023 For the year ended March 31, 2022
INCOME
Revenue from Operations 618,360 806,461
Other Income 72,262 69,034
TOTAL INCOME (I) 690,622 875,495
EXPENSES
Cost of raw material and components consumed 180,060 306,726
Purchase of Stock in Trade 3,284 10,299
Change in Inventory of Finished Goods (4,186) (816)
Employee benefits expenses 50,271 38,110
Finance cost 1,984 1,064
Depreciation and amortization expenses 8,630 6,717
Other expenses 97,484 81,161
TOTAL EXPENSE (II) 337,527 443,262
Profit Before Tax (I-II) 353,095 432,233
Add: Exceptional Item(profit on sale of Fixed 0.00 0.00
Asset)
Tax Expenses
Current tax 84,344 99,696
Earlier Years 2,932 186
Deferred tax 6,449 10,354
PROFIT FOR THE YEAR 259,369 321,997
Other Comprehensive Income/Loss 0.00 0.00
Total Comprehensive Income 259,369 321,997
Add: Balance of Profit Brought Forward from 1,628,100 1,306,103
Previous Year
BALANCE CARRIED TO BALANCE SHEET 1,887,470 1,628,100

DIVIDEND

Based on the Companys performance, the Board of Directors of the Company have approved and further recommended a final dividend of 25%, Rs. 2.50/- i.e., per equity share of face value of Rs. 10.00/- each for the FY 2022-23. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend, once approved by the Shareholders, will be paid, subject to deduction of tax at source, on or after Tuesday, 3rd October 2023. The Company has fixed Friday, 15th September 2023 as the Record Date for determining entitlement of members to final dividend for the financial year ended 31st March 2023, if approved at the AGM.

TRANSFER TO RESERVES

The balance of Profit and Loss Account after adjusting income tax, proposed dividend and tax on proposed dividend is proposed to be transferred to Reserves and Surplus in Balance Sheet.

EXPANSION

During the year, no major expansion undertaken by the Company. Normal capital expenditure is being done continuously for technical and operational up gradations of production facilities of the Company.

CREDIT RATINGS

The Company requested "Care Ratings Ltd" to withdraw its external rating assigned to the bank facilities of the company, which saves cost to the company. A letter to this effect has been received by the company on 14th March 2019, issued by CARE Ratings Ltd. Company continues to utilize the bank credit facilities as a valued customer and the withdrawal was suo-moto initiated due to non-requirement by bank, as stated above and cost saving reasons.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March 2022. Further there have been no material changes and commitments, if any affecting financial position of the Company from financial year end and till the date of this report.

CURRENT LISTING

Presently, the Equity Shares of the company are listed on the Bombay Stock Exchange Ltd, Mumbai.

SHARE CAPITAL

The paid up Equity Share Capital stood at Rs. 7,50,81,000 on 31st March 2023. 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.

The shares are actively traded on BSE and have not been suspended from trading.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Companies Act, 2013, Mrs. Mithla Dubey, Director retiring by rotation and being eligible, offered herself for re-appointment at the ensuing Annual General Meeting. The Board recommends her re-appointment.

Mr. Nikhil Kuber Dubey, (DIN: 00538049) was re-appointed as a Whole Time Director of the company at the 47th Annual General Meeting held on 25th September 2019, for a period of 5 years with effect from 1st May 2019 to 30th April 2024. In terms of Section 196, 197, 203 and other applicable provisions of the Act and based on the recommendation of Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 11th August 2023 have recommended the re-appointment of Mr. Nikhil Kuber Dubey as a Whole Time Director of the Company for a further period of 5 years effective from 1st May 2024 to 30th April 2029 subject to the approval of the Members at the ensuing Annual General meeting.

The Board, while recommending the re-appointment of Mr. Nikhil Kuber Dubey, (DIN: 00538049) as a whole Time Director of the Company, considered his skills, background, experience and contributions during his tenure with the Company.

A brief resume of the directors being appointed/re-appointed, the nature of expertise in specific functional areas, names of companies in which they hold directorships, committee memberships/ chairmanships, their shareholding in the Company, etc., have been furnished in the explanatory statement to the notice of the ensuing AGM.

None of the Companys directors are disqualified from being appointed as a director under the provisio ns of the Act. For details about the directors, please refer to 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, as approved by the Audit Committee or the Board which are disclosed under the Notes to Accounts.

Independent Directors has given declaration that he meets the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with schedules and rules issued as well as SEBI Listing Regulations. In the opinion of the Board, they fulfil 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, experience and expertise in the fields of science and technology, digitalization, human resources, strategy, auditing, tax and risk advisory services, financial services, corporate governance, etc. and that they hold highest standards of integrity.

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.

During the year there was no change in the Key Managerial Personnel of the Company.

In terms of the Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company as on the date of this report.

1. Mr. Dhirendra Dubey; Chairman & Managing Director

2. Mr. Nikhil Kuber Dubey; CFO & Whole Time Director

3. Mrs. Navneet Kaur - Company Secretary

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your company, risk management systems and other material developments during the Financial Year 2022-2023.

Management Discussion and Analysis Report for the year 2022-2023, is presented in a separate section forming part of Annual Report.

CORPORATE GOVERNANCE REPORT

Your Company continues to be committed to good Corporate Governance aligned with good practices. A separate report on Corporate Governance along with Auditors Certificate forms an integral part of this Annual Report.

INTERNAL FINANCIAL CONTROLS

The Directors have laid down internal financial controls to be followed by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and the completeness of the accounting records and the timely preparation of reliable financial information. 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. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year 2022-23 with comparatives for the year 2021-22, are disclosed in Annexure - VII.

RISK MANAGEMENT

The Company has a well-defined risk management framework in place to identify, evaluate, and monitor business risks and challenges across the Company as well as to identify new and emergent risks. The Companys success as an organization largely depends on its ability to identify opportunities and leverage them while mitigating the risks that arise while conducting its business. Your Directors continually evaluate the risks faced by the Company which could affect its business operations or threaten its existence. The Company takes appropriate risk containment measures and manages the same on an ongoing basis. The Company has adopted a Risk Management Policy pursuant to Section 134 of the Act. The said policy provides for creation of a risk register, identification of risks and formulating mitigation plans

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a 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 Policy on vigil mechanism and whistle blower policy may be accessed on Companys website www.kilpest.com.The details pertaining to Whistle Blower Policy are included in the Corporate Governance Report, which forms part of this report.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Consolidated Financial Statements of the Company and its subsidiary is 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 Auditors Report thereon forms part of this Annual Report.

The consolidated financial results reflect the operations of its subsidiary: M/s 3B BlackBio Biotech India Limited, prepared form part of the Annual Report.

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 Companys website i.e., www.kilpest.com.

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. The statement pursuant to the provisions to Section 129(3) of the Companies Act 2013, containing salient features of the financial statement of the Companys Subsidiary in Form AOC1 is given in Annexure - III.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

In terms of applicable provisions of the Companies Act, 2013 read with Rules framed there under and provisions of Listing Regulations and on the recommendation of Nomination and Remuneration Committee, the Board of Directors has put in place a process to formally evaluate the effectiveness of the Board, its Committees along with performance evaluation of each Director carried out on an annual basis. Accordingly, the annual performance of the Board, its committees and each Director was carried out for the Financial Year 2022-2023.

The Independent Directors at their separate meeting held on 14th February 2023 have reviewed the performance of non-independent directors, Chairman and Board as a whole along with review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same. Further the Board, in its meeting held on 14th February 2023 also reviewed the performance of the Board, its committees and all Individual Directors 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.

Criteria for evaluation of individual Directors include aspects such as professional qualifications, prior experience, especially experience relevant to the Company, knowledge and competency, fulfilment 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 is also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer meetings, impartiality, ability to keep shareholders interests in mind and effectiveness as Chairman.

Criteria for evaluation of the Committees of the Board include 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.

EMPLOYEE STOCK OPTION SCHEME

At present, the Company is not having any Employee Stock Option Scheme.

STATUTORY AUDITORS

At the 50th AGM of the Company held on 22nd September 2022, pursuant to the provisions of the Act and the Rules made thereunder, M/S Baheti & Co., Chartered Accountants (Firm Registration No. 006287C), 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 50th AGM till the conclusion of the 55th AGM to be held in the year 2027.

Pursuant to the provisions of Companies Amendment Act, 2017, notified on 7th May 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement. Accordingly, the Notice convening the ensuing AGM does not carry any resolution on ratification of appointment of Statutory Auditors.

The Audit Report of M/S Baheti & Co on the Financial Statements of the Company for FY 2022-23 forms part of this Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

AUDITORS REPORT

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The Auditors Report for the financial year ended 31st March 2023 does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s P.K. Rai & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the year ended 31st March 2023.The Secretarial Audit Report for the Financial Year ended 31st March 2023 is annexed as Annexure IV and does not contain any qualification, reservation, adverse remark or disclaimer.

As per amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in addition to the above mentioned Secretarial Audit Report, listed company is also required to obtain an Annual Secretarial Compliance Report from a Practicing Company Secretary w.r.t the compliances of all applicable SEBI Regulations, amendments, circulars or guidelines etc. by the Company. Accordingly, the same has been obtained and filed with the concerned Stock Exchanges.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board of Directors of the Company had appointed M/s Ali Jain and Sharma, Chartered Accountants, to conduct internal audit for the Company for FY 2022-23

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory 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.

INDIAN ACCOUNTING STANDARDS (IND AS)

The Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 and other relevant provisions of the Act.

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.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

a) Transfer of unclaimed dividend

Members are hereby informed that under the Act, the Company is required to transfer the dividend which remains unpaid or unclaimed for a period of seven consecutive years or more, to the credit of the Investor Education and Protection Fund (the IEPF). Accordingly, Members whose dividend remains unpaid or unclaimed for the financial year ended 31st March 2017 and for any subsequent financial year(s) are requested to make their claims to the Company or RTA without any delay, to avoid transfer of their dividend/shares to the Fund/IEPF Demat Account.

b) Transfer of shares to IEPF

In terms of Section 124(6) of the Companies Act, 2013, shares on which dividend remains unpaid or unclaimed for a period of seven consecutive years or more shall be credited to the Demat Account of Investor Education and Protection Fund Authority (IEPFA). Upon transfer of such shares, all benefits, if any, accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares.

The details of unpaid dividend(s) along with its due dates for transfer to IEPF Is provided under the Corporate Governance report annexed with the Annual Report.

c) Claim from IEPF Authority

Members/Claimants whose dividend remained unclaimed/unpaid has been transferred to the IEPF Fund, he may apply for refund by making an application to the IEPF Authority in e-Form IEPF- 5 (available on www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time. No claim shall lie against the Company in respect of the dividend so transferred.

d) Details of unclaimed dividend on the website

Pursuant to provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded details of unpaid and unclaimed amounts lying as on 22nd September 2022 (date of last Annual General Meeting) on website of the Company, as also with Ministry of Corporate Affairs

HUMAN RESOURCE MANAGEMENT

Our Employees are most valuable assets of the Company. We encourage innovation, meritocracy and the pursuit of excellence. We have setup a scalable recruitment and human resources management process, which enables us to attract and retain employees. Cordial employee relations were maintained throughout the year in the Company. The directors express their appreciation for the contribution made by employees to operations of the Company during the year.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULAR OF EMPLOYEES

Number of Employees as on 31st March 2023 was 49.

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013.

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, in respect of the Directors/employees of the Company is set out in Annexure-VI to this report.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

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

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of directors namely Mr. Shabbar Husain, Mrs. Mithla Dubey and Mr. Abdul Moin Khan.

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The NRC reviews and evaluates the profiles of potential candidates for appointment of Directors and meets them 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 Annual Report.

On the recommendation of the NRC, the Board has adopted and framed a Remuneration Policy.

The Companys Policy relating to appointment of Directors, payment of Managerial Remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished as Annexure II and forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has constituted a Corporate Social Responsibility Committee pursuant to section 135 of the Companies Act, 2013.The CSR Committee comprised of three (3) Members, namely Mr. Shabbar Hussain, Mr.Nikhil Kuber Dubey and Mr. Harihar Prasad Thapak. During the year under review, four (4) CSR Committee Meeting was 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.

Companys Philosophy:

The Companys CSR philosophy is based on the belief that a successful business can develop only by creating a prosperous society around. Reaching out to deprived communities is part of the Companys vision and its CSR initiatives aim at supplementing governments endeavors to help the citizens in the vicinity to achieve better living standards and good quality of life. The Company has been engaging with civil society, public at large through dissemination of its CSR initiatives.

The Company would also undertake other need based initiatives in compliance with Schedule VII of the Act.

Corporate Social Responsibility Policy:

The Company has adopted a Corporate Social Responsibility Policy as required under section 135 of the Companies Act, 2013 for the activities covered under Schedule VII of the Act. The CSR Policy may be accessed on the Companys website at the link: http:// www.kilpest.com. The Annual Report on CSR activities is annexed herewith marked as Annexure I.

RELATED PARTY TRANSACTIONS

Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arms length as part of its philosophy of adhering to highest ethical standards, transparency, and accountability.

All related party transactions that were entered with your Company, during the financial year were on arms length basis and were in the ordinary course of the business. In terms of the Act, there were no materially significant related party transactions entered into by your Company with its Promoters, Directors and Key Managerial Personnel, or other designated persons, which may have a potential conflict with the interest of your Company at large, except as stated in the Financial Statements. Hence, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable to your Company.

MEETINGS OF THE BOARD

Regular meetings of the Board are conducted to discuss and approve various strategies, policies, financial matters and such other businesses.

Eleven meetings of the Board of Directors were held during the year. For further details, please refer to report on Corporate Governance of this Annual Report.

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.

Further a separate meeting of the Independent Directors of the Company was also held on 14th February 2023. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as Annexure V to this Report.

ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2022-23, is uploaded on the website of the Company and the same is available at www.kilpest.com under the head "Investor Info".

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

Accordingly, the Company is exempt from the provisions of Section 186 of the Act with regards to Loans, Guarantees and Investments.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Companys procedures and practices. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at http://www.kilpest.com/investors.html

INSURANCE

The assets of Company are adequately insured against loss of fire, riot, earthquake, flood etc. and other risks which are considered necessary by the Management.

MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRING AFTER BALANCE SHEET

No material changes and commitments affecting the financial position of the company occurred between the ends of this financial year to which these financial statements relate on the date of this report.

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 50th Annual General Meeting of the Company including the Annual Report for FY 2021-22 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

UPDATION OF EMAIL IDS FOR RECEIVING NOTICES / DOCUMENTS IN ELECTRONIC MODE:

Shareholders who have not registered their email addresses with the Company are requested to register their email addresses with the Company to enable the Company to deliver notices /documents through e-mode. Shareholders holding their shares in demat mode also have an option to register their email addresses with their depository, through their depository participant.

GENERAL

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

1. No company/companies have become/ceased to be subsidiaries, JVs or Associate companies during the year.

2. Details relating to issue of Equity Shares with Differential Rights, Sweat Equity, ESOS etc.

3. Details relating to disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates.

4. Details regarding cost audit

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

NO DEFAULT

The company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review.

Your Directors further state that during the year under review, there was no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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 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 Companys 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 31st March 2023:

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

2. 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;

3. 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;

4. they have prepared the annual accounts on a going concern basis;

5. 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

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

PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE EVOTING AND EVOTING AT THE AGM

Your Company is providing E-voting facility as required under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through Video Conferencing/ OVAM and no physical meeting will be held and your company has make necessary arrangements with CDSL to provide facility for remote e-voting and e-voting at AGM. The details regarding e-voting facility is being given with the notice of the Meeting.

THE FUTURE

Availability of best in the facilities with right blend of technology, vast distribution network, adequate financial resources, stable tax regime and motivated manpower will facilitate your Company to continue to drive growth across its various businesses and product categories both in domestic and international markets.

Your Directors are confident that the Company will continue to create value for its shareholders and other stakeholders.

ACKNOWLEDGEMENT

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 Companys 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.

PLACE: BHOPAL FOR AND ON BEHALF OF THE BOARD
DATE: 11th August 2023
DHIRENDRA DUBEY CHAIRMAN & MANAGING DIRECTOR
DIN:01493040