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P I Industries Ltd

BSE Code : 523642 | NSE Symbol : PIIND | ISIN:INE603J01030| SECTOR : Agro Chemicals |

NSE BSE
 
SMC down arrow

2,177.10

-39.35 (-1.78%) Volume 280564

26-Feb-2021 EOD

Prev. Close

2,216.45

Open Price

2,200.00

Bid Price (QTY)

0.00(0)

Offer Price (QTY)

2,177.10(1388)

 

Today’s High/Low 2,243.60 - 2,137.10

52 wk High/Low 2,650.00 - 970.10

Key Stats

MARKET CAP (RS CR) 33104.63
P/E 52.13
BOOK VALUE (RS) 327.0489092
DIV (%) 400
MARKET LOT 1
EPS (TTM) 41.86
PRICE/BOOK 6.67193786194716
DIV YIELD.(%) 0.17
FACE VALUE (RS) 1
DELIVERABLES (%) 85.86
4

News & Announcements

22-Feb-2021

P I Industries Ltd - PI Industries Limited - Analysts/Institutional Investor Meet/Con. Call Updates

16-Feb-2021

P I Industries Ltd - PI Industries Limited - Analysts/Institutional Investor Meet/Con. Call Updates

15-Feb-2021

P I Industries Ltd - Announcement under Regulation 30 (LODR)-Analyst / Investor Meet - Intimation

08-Feb-2021

P I Industries Ltd - Disclosure of Voting results of Court Convened Meeting (Regulation 44(3) of SEBI (LODR) Regulations, 2015)

04-Feb-2021

Board of PI Industries recommends Interim Dividend

22-Jan-2021

PI Industries schedules board meeting

07-Jan-2021

PI Industries to hold EGM

15-Oct-2020

PI Industries announces board meeting date

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

Select Company Name BSE Code NSE Symbol
Agrimas Chemicals Ltd 531549
Aimco Pesticides Ltd 524288 AIMCOPEST
Alchemie Organics Ltd (Merged) 524596
Astec Lifesciences Ltd 533138 ASTEC
Bhagiradha Chemicals & Industries Ltd 531719
Bharat Rasayan Ltd 590021 BHARATRAS
Bhaskar Agrochemicals Ltd 524534
Chemcel Biotech Ltd 533026
Dhanuka Agritech Ltd 507717 DHANUKA
H P M Industries Ltd 531575
Indag Products Ltd 506952
Insecticides India Ltd 532851 INSECTICID
Kedia Chemical Industries Ltd 524701
Kilpest India Ltd 532067
Meghmani Organics Ltd 532865 MEGH
Montari Industries Ltd 500286 MONTARIND
NACL Industries Ltd 524709 NACLIND
Paushak Ltd 532742
Paushak Ltd(merged) 506758
PB Global Ltd 506580
Phyto Chem (India) Ltd 524808
Pioneer Products Ltd 524697
Rallis India Ltd 500355 RALLIS
Sabero Organics Gujarat Ltd(Merged) 524446 SABERORGAN
Savoy Herbals Ltd (Wound-up) 527003
Sharda Cropchem Ltd 538666 SHARDACROP
Shivalik Rasayan Ltd 539148
Sikko Industries Ltd 538419 SIKKO
Skylead Chemicals Ltd 531742
Solar Farmachem Ltd 524360
Som Phytopharma (India) Ltd 531507
Sumex Chemicals Ltd 524105
Sumitomo Chemical India Ltd 542920 SUMICHEM
Super Crop Safe Ltd 530883
UPL Ltd 512070 UPL
Vantech Industry Ltd 530509
Varun Polymol Organics Ltd 524059
Vijay Remedies Ltd 531706

Share Holding

Category No. of shares Percentage
Total Foreign 31213656 20.58
Total Institutions 32349134 21.32
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 1844406 1.22
Total Promoters 70920494 46.75
Total Public & others 15385745 10.14
Total 151713435 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About P I Industries Ltd

PI Industries Limited (PI) is an agri-sciences company with strong presence in both domestic and export market. The company has three manufacturing facilities in Gujarat and a Research & Development centre at Udaipur. The manufacturing facilities include 5 multi-purpose plants at Panoli and, 3 multi-purpose plants at Jambusar and dedicated high-pressure reaction facilities equipped with futuristic is automation. In addition, the company's two formulation units at Panoli help it meet the requirements of local as well as global clientele. PI Industries was founded and incorporated by the name Mewar Oil & General Mills Ltd. in 1946. During the period 1947-1980, the company established marketing network across India, installed Agchem technical plant, diversified into mining and mineral processing business (later hived off into a separate company named as Wolkem India Ltd) and started AgChem Formulation and Marketing under VEGFRU brand. The company made its first export of Agchem formulation during the period under review. During the period 1980-2000, the name of the company was changed to PI Industries Ltd. During the period under review, the company diversified into Polymer Compounding, Custom Synthesis & Manufacturing and Energy Metering (later rechristened as Secure Meters Ltd). During the period under review, the company set up a manufacturing site at Panoli (Gujarat) and installed Phorate technical Plant. It also set up a turnkey Agchem Manufacturing Unit in the Middle East. During the period 2000-2005, PI Industries divested polymer business. During the period under review, the company carried out expansion of its R&D Centre at Udaipur and started formulation plant at Jammu. During the period 2005-2012, PI Industries successfully commissioned a new manufacturing site at Jambusar, Gujarat. During the period under review, the company divested Polymer Compounding business. During the period under review, the company completed expansion of Custom Synthesis & Manufacturing (CSM) facilities (built two new MPPs in Panoli). On 5 November 2009, PI Industries Limited announced investment of Rs 50 crore into the company from Standard Chartered Private Equity (SCPE). The investment is in the form of convertible preference shares and debentures. PI Industries will use the funds to part-finance the expansion of its existing facilities and setting up of a new manufacturing facility in Gujarat. On 6 January 2011, PI Industries Limited (PI) announced the inauguration of the PI-Sony Research Centre at Udaipur. The Research Centre will focus on development of synthetic organic chemicals for applications in the electronics industry. On 31 January 2013, PI Industries Ltd announced that it has concluded its fund raising exercise through Qualified Institutional Placement (QIP) process. The company raised Rs 117.33 crore through the QIP route which saw participation by some highly reputed investors in India and across the globe. The issue was priced at Rs 609.60 per share. In 2013-14, PI Industries set up a new formulation site at Panoli in Gujarat. In 2014-2015, PI Industries commercialized three new molecules for custom synthesis exports. It also established an office in Germany in 2014-2015. On 11 December 2015, PI Industries Limited (PI), a leading Indian Agri-Input and Custom Synthesis company, announced that its promoters have divested their holding to the extent of 6.4%. Their holding will stand at 51.7%, ex-transaction. The stake was acquired by a combination of high-quality domestic and foreign investors, reaffirming their faith in the company's long-term prospects. In 2015-2016, PI Industries established a State-of-the-Art R&D center (P. P Singhal Research Centre at Udaipur, Rajasthan). During the period under review, PI Industries commissioned two world class Multi Product Plants at Jambusar in Gujarat. The company also established a new operations office at Vadodara, Gujarat during the period under review. On 30 May 2016, PI Industries Limited (PI) and Mitsui Chemicals Agro, Inc. (MCAG) jointly announced to have entered into an agreement to establish a joint venture company in India. This joint venture company is being set up to provide registration services for MCAG's proprietary agrochemicals and intends to leverage PI's deep understanding of Indian agriculture, farmers needs, regulatory system, etc. and MCAG's capability of delivering innovative agrochemicals. This tie up will further strengthen collaboration between the two companies and help them bring innovative solutions in India to enhance farm productivity. MCAG will hold 51% stake and P I Life Science Research Ltd, a wholly owned subsidiary of PI Industries, will hold 49% stake in the new joint venture company. The joint venture company will be named Solinnos Agro Sciences Pvt. Ltd. On 9 May 2017, PI Industries and BASF, one of the world's leading chemical companies and a well-known name in the in the crop protection industry, announced a strategic partnership to offer farmers in India a broader portfolio of crop protection solutions. PI Industries will market BASF's innovative fungicide technologies for rice, maize, fruits and vegetables as well as a new herbicide for maize. Following this partnership model, both companies aim to enhance their market participation in these important crops segments. On 22 June 2017, PI Industries announced an equal joint venture with Kumiai Chemical Industry Co., Ltd. Japan to bring superior innovative solutions in India to enhance farm productivity. The new joint company (JVC) is being set up initially to manufacture and distribute Bispyribac Sodium, one of the flagship agrochemical products of Kumiai, in India to achieve operational efficiencies and further growth. Kumiai and PI, after due consultation, may also add more products to JVC portfolio in future for evaluation, manufacture, registration and distribution in India to leverage PI's deep understanding of Indian agriculture, brand and reach with the Indian farmers and Kumiai's robust research and development capabilities for new products. The JVS will be named PI Kumiai Private Ltd and headquartered at Gurugram, Haryana (India). In 2017-18, PI Industries simultaneously launched 5 new generation products for the first time.

P I Industries Ltd Chairman Speech

Dear Shareholders,

I trust this letter finds you and your dear ones safe and in good health. I am pleased to present the Company's Annual Report 2019-20.

We as a human race were struck by a devastating blow which we are now battling. A virus which is not only invisible, does not differentiate and is unrelenting in its spread. Governments, large and small organisations, and every individual across the world had no choice but to shutdown all normal activity to protect and contain the spread of this virus. Despite this we have seen untimely loss of many lives, across the board disruption of economic activity and adverse hugely adverse impact on millions of livelihood.

PI too had to deal with the situation, and we have done so with courage, compassion and careful planning. We had to ensure the safety of our employees, our customers including millions of farmers, and many others we interact with every day, whilst continuing to make and reach our products which were vital to our food chain. This required a great deal of agility, foresight and resourcefulness to overcome the many uncertainties thrown up almost every hour. We prevailed, and will continue to do so.

The pandemic caused by Covid-19 created a greater awareness of the fragility of our environment. Greater appreciation of the need to take care of our beloved planet and the immense resources it provides has resulted in more people requiring environmentally responsible behaviour from corporates and individuals. At PI we have always adopted a responsibly sustainable approach to all that we do. Be it our products or the processes we use, we apply multidimensional evaluation criteria and not just the single dimension of financial outcome. This enables us to innovate and bring in new and better technologies, practices and a higher level of resilience.

Mere resilience is not good enough in a technologically fast changing world. Our response is to get out of our comfort zones, understand future trends in emerging technologies, consumer preferences, and regulations which shape our businesses, think prospectively and not just predictively, formulate powerful long term strategies for growth.

As these mega trends continue to shape our world, our daily lives and our ability to be relevant, at PI we are expanding our pool of human talent, continue to build a culture of openness, responsive leadership, greater levels of ownership, and accountability. We believe our accountability is not just to produce excellent financial outcomes, but in addition, hold ourselves responsible for sustainability of our environment and the betterment of our society.

Our values of trust, innovation, adaptability and speed guide as we formulate new strategies, refine our business models, adopt new technologies and work practices, and set new goals.

We are resolute in our aim is to transform PI from being a good and highly successful Company to a great one, as envisioned by our founder Shri P. P. Singhal, who's centenary year we celebrate this 2020.

Warm regards,

Narayan K. Seshadri

   

P I Industries Ltd Company History

PI Industries Limited (PI) is an agri-sciences company with strong presence in both domestic and export market. The company has three manufacturing facilities in Gujarat and a Research & Development centre at Udaipur. The manufacturing facilities include 5 multi-purpose plants at Panoli and, 3 multi-purpose plants at Jambusar and dedicated high-pressure reaction facilities equipped with futuristic is automation. In addition, the company's two formulation units at Panoli help it meet the requirements of local as well as global clientele. PI Industries was founded and incorporated by the name Mewar Oil & General Mills Ltd. in 1946. During the period 1947-1980, the company established marketing network across India, installed Agchem technical plant, diversified into mining and mineral processing business (later hived off into a separate company named as Wolkem India Ltd) and started AgChem Formulation and Marketing under VEGFRU brand. The company made its first export of Agchem formulation during the period under review. During the period 1980-2000, the name of the company was changed to PI Industries Ltd. During the period under review, the company diversified into Polymer Compounding, Custom Synthesis & Manufacturing and Energy Metering (later rechristened as Secure Meters Ltd). During the period under review, the company set up a manufacturing site at Panoli (Gujarat) and installed Phorate technical Plant. It also set up a turnkey Agchem Manufacturing Unit in the Middle East. During the period 2000-2005, PI Industries divested polymer business. During the period under review, the company carried out expansion of its R&D Centre at Udaipur and started formulation plant at Jammu. During the period 2005-2012, PI Industries successfully commissioned a new manufacturing site at Jambusar, Gujarat. During the period under review, the company divested Polymer Compounding business. During the period under review, the company completed expansion of Custom Synthesis & Manufacturing (CSM) facilities (built two new MPPs in Panoli). On 5 November 2009, PI Industries Limited announced investment of Rs 50 crore into the company from Standard Chartered Private Equity (SCPE). The investment is in the form of convertible preference shares and debentures. PI Industries will use the funds to part-finance the expansion of its existing facilities and setting up of a new manufacturing facility in Gujarat. On 6 January 2011, PI Industries Limited (PI) announced the inauguration of the PI-Sony Research Centre at Udaipur. The Research Centre will focus on development of synthetic organic chemicals for applications in the electronics industry. On 31 January 2013, PI Industries Ltd announced that it has concluded its fund raising exercise through Qualified Institutional Placement (QIP) process. The company raised Rs 117.33 crore through the QIP route which saw participation by some highly reputed investors in India and across the globe. The issue was priced at Rs 609.60 per share. In 2013-14, PI Industries set up a new formulation site at Panoli in Gujarat. In 2014-2015, PI Industries commercialized three new molecules for custom synthesis exports. It also established an office in Germany in 2014-2015. On 11 December 2015, PI Industries Limited (PI), a leading Indian Agri-Input and Custom Synthesis company, announced that its promoters have divested their holding to the extent of 6.4%. Their holding will stand at 51.7%, ex-transaction. The stake was acquired by a combination of high-quality domestic and foreign investors, reaffirming their faith in the company's long-term prospects. In 2015-2016, PI Industries established a State-of-the-Art R&D center (P. P Singhal Research Centre at Udaipur, Rajasthan). During the period under review, PI Industries commissioned two world class Multi Product Plants at Jambusar in Gujarat. The company also established a new operations office at Vadodara, Gujarat during the period under review. On 30 May 2016, PI Industries Limited (PI) and Mitsui Chemicals Agro, Inc. (MCAG) jointly announced to have entered into an agreement to establish a joint venture company in India. This joint venture company is being set up to provide registration services for MCAG's proprietary agrochemicals and intends to leverage PI's deep understanding of Indian agriculture, farmers needs, regulatory system, etc. and MCAG's capability of delivering innovative agrochemicals. This tie up will further strengthen collaboration between the two companies and help them bring innovative solutions in India to enhance farm productivity. MCAG will hold 51% stake and P I Life Science Research Ltd, a wholly owned subsidiary of PI Industries, will hold 49% stake in the new joint venture company. The joint venture company will be named Solinnos Agro Sciences Pvt. Ltd. On 9 May 2017, PI Industries and BASF, one of the world's leading chemical companies and a well-known name in the in the crop protection industry, announced a strategic partnership to offer farmers in India a broader portfolio of crop protection solutions. PI Industries will market BASF's innovative fungicide technologies for rice, maize, fruits and vegetables as well as a new herbicide for maize. Following this partnership model, both companies aim to enhance their market participation in these important crops segments. On 22 June 2017, PI Industries announced an equal joint venture with Kumiai Chemical Industry Co., Ltd. Japan to bring superior innovative solutions in India to enhance farm productivity. The new joint company (JVC) is being set up initially to manufacture and distribute Bispyribac Sodium, one of the flagship agrochemical products of Kumiai, in India to achieve operational efficiencies and further growth. Kumiai and PI, after due consultation, may also add more products to JVC portfolio in future for evaluation, manufacture, registration and distribution in India to leverage PI's deep understanding of Indian agriculture, brand and reach with the Indian farmers and Kumiai's robust research and development capabilities for new products. The JVS will be named PI Kumiai Private Ltd and headquartered at Gurugram, Haryana (India). In 2017-18, PI Industries simultaneously launched 5 new generation products for the first time.

P I Industries Ltd Directors Reports

Dear Members,

Your Directors are pleased to present the 73rd Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2020.

1. FINANCIAL HIGHLIGHTS

Particulars FY 2019-20 FY 2018-19
Revenue from Operations 33,068 28,409
Other Income 479 600
Profit Before Interest, Depreciation and Tax 7,456 6,331
Interest 180 59
Depreciation 1,332 926
Profit before Tax & Exceptional items 5,944 5,346
Less: Current Tax 1,249 1,169
Deferred Tax (272) (100)
Profit after Tax 4,423 4,077
Add: Other Comprehensive Income (560) 77
Total Comprehensive Income 3,863 4,154
Balance of retained earning brought forward from previous year 18,368 14,908
- Profit for the year 4,423 4,077
- Other Comprehensive Income (OCI) for the year (14) (1)
Appropriations:-
Final Dividend on Equity Shares 2018-19 207 345
Interim Dividend on Equity Shares 2019-20 414 345
Dividend Distribution Tax on Equity Shares 127 142
Transfer to General Reserve 0 0
Balance Profit / (-) Loss carried forward 22,029 18,368
Earnings Per Share - Basic ( in Rs ) 32.04 29.56
- Diluted (in Rs ) 32.02 29.54

2. KEY HIGHLIGHTS

Your Company's Revenue from Operations for the year stood at Rs 33,068 Mn as compared to Rs 28,409 Mn last year registering a growth of 16.4 % on YoY basis. The Operating Profit for the year was at Rs 6,977 Mn as compared to Rs 5,731 Mn last year i.e. an increase of 21.7 % YoY. The Net Profit for the year on stand-alone basis stood at Rs 4,423 Mn as compared to Rs 4,077 Mn in the previous year i.e. a growth of 8.4 %YoY.

Your Company's Net Profit on a consolidated basis stood at Rs 4,566 Mn during the year as compared to Rs 4,102 Mn in the previous year, a growth of 11.3 % YoY.

The Earnings per share (EPS) for the year stood at Rs 32.04 per share, a growth of 8.40 % as compared to Rs 29.56 per share for the previous year.

Your Company invested Rs 229 Mn in fixed assets for expansion of manufacturing and Research & Development capacities.

No amount was transferred to general reserves during the year.

Your Company also commissioned a new MPP plant at Jambusar during March 2020.

Acquisition of Isagro (Asia) Agrochemicals Pvt. Ltd

Your Company completed the acquisition of Isagro (Asia) Agrochemicals Private Ltd ('Isagro Asia') on December 27, 2019 by acquiring 100% stake from Isagro S.p.A. and its affiliates. The total transaction value of acquisition is Rs 4432 Mn. Isagro Asia has a 30 Acre manufacturing site including production plants for agrochemical technical and formulations adjacent to your Company's existing manufacturing unit in Panoli (Gujarat). Thus, the acquisition shall help the company to have additional manufacturing capacities, synergy benefits of adjacent mfg. site, long term contract for export of products to Isagro S.p.A. and also help the Company strengthen its position in domestic market by leveraging the complementary product portfolio and pan India distribution channel of the acquired entity.

Scheme of Amalgamation

As a part of the acquisition plan, Isagro Asia business will be reorganised in such a way that domestic distribution business is demerged to Jivagro Ltd, a wholly owned subsidiary of PI Industries Ltd ('PI') and remaining buisiness gets merged with PI. Accordingly, the respective boards of Isagro Asia and PI in its meeting held on February 12, 2020, considered and approved the Scheme of Amalgamation between lsagro Asia and PI under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, read with applicable rules framed thereunder whereby all business other than domestic distribution business of lsagro Asia shall be merged with your Company upon receipt of the regulatory approvals from NCLT.

Domestic distribution business of lsagro Asia shall be demerged to Jivagro Limited, a wholly owned subsidiary of your Company upon receipt of the regulatory approvals from NCLT through a separate Scheme of Demerger as approved by their respective Boards.

3. BUSINESS PERFORMANCE

During the year under review, your Company launched new products namely AWKIRA & COSKO SC which received positive feedback from farmers & channels alike. Inculcation of digital strategy to reach customer base efficiently & in time has added an edge to the marketing strength & Company is poised to tackle the needs of changing markets. In brand sales, growth was well supported by successful launch of Awkira along with support from Vibrant, Cosko & Header. In the herbicide segment, Company's flagship brand 'Nominee Gold' despite facing fierce competition from generics touched a sale of 500 KL for the first time while grabbing a 70% growth share in overall Bispyribac Sodium growth as Company continued to explore new geographies where it was not present. Your Company is focused on introducing an advanced line-up of innovative products that will complement the existing sales. Several high potential products are already in the pipeline, the intent is to develop new brands, introduction of new innovative products, strengthening of existing partnerships & forging of new ones, channel expansion and focus on customer connect are some of the key strategic initiatives expected to drive the growth in coming years. Revenues from domestic business were lower on account of deferment of sales for the month of March, 2020 due to lockdown situation in the country. However, your Company was able to gain those revenues in the month of April' 2020 & May' 2020 itself.

Your Company's exports grew ~ 33% as compared to previous year on account of increase in volume growth of existing products, addition of new products as well as increased operating efficiencies across the plants. Various new technology absorption measures were also undertaken at plants. With a vision of Chemistry 4.0, your Company initiated deployment of new analytical tools which aim at increased production and asset efficiency. The Company continued building up the base of local vendors for raw material thus reducing Company's dependency on Chinese market. Your Company is working with innovator partners to introduce novel molecules globally. Commercialisation of 5 new molecules during the year alongwith the enhanced utilization of multi-purpose plants at Jambusar SEZ and commissioning of a new plant, will provide further growth impetus to Company's export business in the coming years.

Consequent to the nationwide lockdown announced from March 25, 2020, Company's operations were disrupted at is R&D facilities at Udaipur, manufacturing facilities at Gujarat and sales depots across the country. This resulted in partial deferment of Company's domestic and export revenues for the month of March to the next quarter. The Company has since been able to resume operations at its various sites from the beginning of April in a gradual manner and management believes that being into an essential commodity, there is no significant impact of COVID-19 pandemic on the current and future business condition of the Company, financial statements, liquidity position and cash flow. Accordingly, no material adjustments are required in the financial statements. Management continues to closely monitor the situation.

4. AWARDS AND RECOGNITIONS

Mr. Salil Singhal, Chairman Emeritus of your Company was conferred with the 'Lifetime Achievement Award' at the CNBC- AWAAZ Rajasthan Ratna Awards ceremony held at The Lalit Hotel, Jaipur. CNBC-AWAAZ team, with their in-depth research, identified outstanding contributors from across the state. Mr. Singhal emerged a clear winner for being instrumental in creating a positive image for the state with his exemplary work across different sectors.

Besides this, your Company was also awarded ISO 27001:2013 Certification from British Standards Institute for implementation of information security based on global standards and frameworks. The certification has been renewed for Udaipur and Gurgaon locations and fresh Certifications issued for plants located at Jambusar and Panoli were received during the year.

For its CSR initiatives, your Company won the 'Golden Peacock Award' for Corporate Social Responsibility (GPACSR), in fertilizer and chemicals segment, at the 14th International Conference on Corporate Social Responsibility held in Mumbai on March 4, 2020.

5. RESEARCH & DEVELOPMENT (R&D)

During the year under review, the Research & Development team successfully carried out synthesis of 44 new development molecules. Out of these, 13 molecules were scaled up successfully for their next stage of development and 5 molecules were transferred to the next stage. Apart from synthesis and scale up of new products, the Research & Development team also undertook process improvements for 10 projects in order to identify cost improvement opportunities and then implement such project improvements at the plant level. Environment, Health and Safety (EHS) considerations were given the usual special emphasis in the process development work.

Your Company is running a state-of-the-art integrated R&D set-up for crop protection, with chemical discovery, laboratory and green house facilities for biological testing and with farm resources for first field trials. This facility supports various R&D projects, with focus on plant diseases, animal pests and weed control. Scientifically, it involves chemical synthesis from discovery to scale-up, analytics for structural elucidation, quantitation as well as preparative purification and separation, molecular design and modelling, classical biological testing (in vitro lab, in vivo lab, greenhouse and field), and supporting biochemical and molecular biology research - everything connected by a high-end electronic data documentation and management system. These activities are complemented by a knowledge management unit which is responsible for literature and patent search, patenting and intellectual property management.

The research assignments involve global innovator partners. Your Company's research strategy and implementation are well supported by a strong team comprising of more than 300 research scientists having expertise and international experience in chemistry, analytical techniques, biological and biochemical testing, mode of action, tox and e-tox studies , IP management and basic / detailed process engineering.

Your Company continues to pursue cost leadership in which R&D team played vital role on process innovations for several existing products to identify cost improvement opportunities and at the same time maintaining highest standards of Quality, Health, Safety and Environment (QHSE). The Company's R&D and manufacturing team are constantly working together to reduce environmental load, enhance safety and reduce cost.

6. FINANCE

Your Company continued to focus on managing cash efficiently and ensured that it has adequate liquidity and back up lines of credit. Net Cash from operations for the year stood at Rs 6,438 Mn. Your Company follows a prudent financial policy and aims at maintaining an optimum financial gearing. The Company's Debt to Equity Ratio was almost 0.20 as on March 31, 2020.

During the year, CRISIL carried out the review of credit rating of loans and based upon its assessment, reaffirmed the credit rating for long term loans at AA/Positive whereas for short term loans, rating was reaffirmed at CRISIL A1+. This reflects a very high degree of safety regarding timely servicing of financial obligations and also a vote of confidence reposed in your Company's financials.

7. DIVIDEND

During the year, the Board of Directors of the Company declared an interim dividend of Rs 3/- per equity share in its Board Meeting held on February 12, 2020 on 13,81,07,993 equity shares of Rs 1/- each which was paid on March 02, 2020. The Directors are pleased to recommend a final dividend of Rs 1/- per equity share of Rs 1/- each, which if approved at the forthcoming Annual General Meeting, will be paid to all those Equity Shareholders of the Company whose names appear in the Register of Members and whose names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited as on record date fixed for this purpose. The total dividend for the year would be Rs 4/- per equity share carrying face value of Rs 1/- each.

DIVIDEND DISTRIBUTION POLICY

PI believes in maintaining a fair balance between cash retention and dividend distribution. Cash retention is required to finance acquisitions and future growth, and also as a mean to meet any unforeseen contingencies.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”) the Company has formulated its Dividend Distribution Policy which specifies the financial parameters, internal and external factors that are to be considered by Board while declaring a dividend. Dividend Distribution Policy is uploaded on the website of the Company which can be accessed at https://www.piindustries.com/Media/Documents/ Dividend%20Policy%20(f).pdf

8. SUBSIDIARY, ASSOCIATES & JOINT VENTURES

As on March 31, 2020, your Company had five (5) Wholly-owned Subsidiaries and two (2) Joint Venture Companies. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and of all its subsidiary Companies.

The key highlights of these Subsidiaries and Joint-Venture Companies are as under:

SUBSIDIARY COMPANIES

PI Life Science Research Ltd.

Your Company owns 100% stake in PI Life Science Research Ltd., which carries on the business of R&D for developing new products. The Company posted a profit of Rs 17.3 Mn earned on account of various R&D activities for developing new products.

PI Japan Co. Ltd.

Your Company owns 100% stake in PI Japan Co. Ltd, a Company based in Japan which takes care of business development activities of your Company in Japan. The Company posted a net profit of JPY 3.3 Mn during the year ended March 31, 2020. Due to the size of operations and local laws, the annual accounts of this Company are not required to be audited. The same have been certified by the Management of the Company for the purpose of consolidation.

PILL Finance and Investments Ltd.

Your Company owns 100% stake in PILL finance. The Company posted a profit of Rs 1.1 Mn during the year ended March 31, 2020

Isagro (Asia) Agrochemicals Private Limited

Isagro Asia became a material wholly owned subsidiary of your Company by virtue of acquisition of its 100% stake from Isagro S.p.A. and its affiliates on December 27, 2019. The Company is engaged in business of agrochemicals. The total revenue of Isagro Asia stood at Rs 687 Mn with net profit of Rs 137 Mn posted during the period ended March 31, 2020 i.e. from Dec 27, 2019 till March 31, 2020.

Jivagro Limited

During the year, your Company incorporated another subsidiary named Jivagro Ltd. on December 12, 2019 to carry out the business as manufacturer, importer, exporter, wholesaler, retailer and dealer/distributor of agro chemicals, bio-stimulants, bio control and other agri-input. It is proposed to hive of domestic distribution business of lsagro Asia to Jivagro Limited upon receipt of regulatory apprpovals from NCLT as required under the provisions of the Companies Act, 2013. During the period ended March 31, 2020, Company incurred an expense of Rs 0.3 Mn on account of incorporation expenses. The Company has not yet commenced business operations.

JOINT VENTURES

Solinnos Agro Sciences Pvt. Ltd

Solinnos Agro Sciences Pvt Ltd ('Solinnos') is carrying out registration activities for different products of Mitsui Chemicals Agro Inc, Japan, ('MCAG') in India. Your Company holds 49% stake in Solinnos through its subsidiary Company namely PI Life Science Research Limited whereas remaining 51% stake is held by MCAG, Japan. The Company posted a net profit of Rs 0.70 Mn during the year ended March 31, 2020.

PI Kumai Pvt. Ltd

PI Kumiai Pvt Ltd ('PI Kumiai') is mainly engaged in mfg. & trading of agrochemicals in collaboration with Kumiai Chemical Industry Co. Ltd, Japan (' Kumiai') who owns 50% stake in this joint-venture. Your Company holds remaining 50% equity in PI Kumai through its subsidiary Company namely PI Life Science Research Ltd. The aforesaid joint venture posted a profit of Rs 15.01 Mn during the year ended March 31, 2020.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Subsidiaries and Associate Companies is given in form AOC-1. Refer Annexure 'A' to this Report.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing the Standalone and Consolidated Financial Statements along with the Audited Annual Accounts of each Subsidiary Company have been placed on the website of the Company i.e. www.piindustries.com.

9. RISK MANAGEMENT POLICY AND INTERNAL CONTROLS

Your Company has a well-defined risk management framework in place which interalia, includes identification of risks, including cyber security and related risks inherent to operations of the Company. Risk management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the organisation. Major risks identified by the business and functions are systematically addressed through mitigating actions on continuing basis. The Internal Audit Function regularly reviews various risks and places the report before the Audit Committee of your Company from time to time.

Pursuant to Regulation 21 of Listing Regulations, your Company has constituted a Risk Management Committee of the Board comprising of 6 members, majority of which are Directors including 3 Executive directors, one Independent Director and 2 Executives of the Company. The Committee is authorised to monitor and review risk management plan apart from reviewing and recommending the modification to the Risk Management Policy, if any.

The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. Internal Control Systems are commensurate with the nature and size of Company's business and in view of the complexity of its business operations, these are designed to meet the challenges. The control system comprises of continuous audit and compliance by in-house internal audit team supplemented by internal audit checks by M/s KPMG India LLP., Internal Auditors of the Company. M/s PKF Sridhar & Santhanam LLP, have been engaged as the Depot Auditors to perform the internal audit function, assess the internal controls and statutory compliances in various areas and also provide suggestions for improvement.

The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the financial transactions and review the various business processes. Internal Audit reports are periodically placed before the Audit Committee of the Board. Independence of internal auditors is ensured through direct reporting to Audit Committee.

10. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. The Company has in place an adequate Internal Financial Controls, with reference to financial statements. The Company has identified and documented all key internal financial controls as part of its Internal Financial Control reporting framework. The Company has laid down well defined policies and procedures for all critical processes across Company's plant, offices wherein financial transactions are undertaken. The policies and procedures cover the key risks and controls in all the processes identified to respective process owner. In addition, the Company has a well-defined financial delegation of authority which ensures approval of financial transaction by appropriate personnel. The Company uses SAP ERP to process financial transactions and maintain its books of accounts to ensure its adequacy, integrity and reliability. The Company has also deployed control tool to monitor evaluation of same for operating effectiveness and review process is carried out independently by the Internal Auditors.

Accordingly, the Board is of the opinion that the Company's internal financial controls were adequate and effective as on March 31, 2020.

11. RELATED PARTY TRANSACTIONS

All arrangements / transactions entered into by the Company with its related parties during the year were in the ordinary course of business and on an arm's length basis. During the year, the Company has not entered into any arrangement / transaction with related parties which could be considered material in accordance with the Company's Policy on Related Party Transactions read with the Listing Regulations and accordingly, the disclosure of Related Party Transactions in Form AOC - 2 is not applicable. However, names of Related Parties and details of transactions with them have been included in Note no 35 of the financial statements.

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

The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is uploaded on the Company's website and can be accessed

https://www.piindustries.com/Media/Documents/Related%20 Party%20Transactions%20Policy(r).pdf

12. AUDITORS

Statutory Auditors and Auditor's Report

The shareholders of the Company at 70th AGM held on September 06, 2017 had appointed M/s. Price Waterhouse, Chartered Accountants, LLP, (ICAI Registration No-012754N/N500016), as Statutory Auditors of the Company for a term of 5 years and accordingly they hold their office till the conclusion of Annual General Meeting to be held in 2022. The Auditors' Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

Cost Auditor

Pursuant to the directives issued by the Central Government, an audit of the cost records relating to Insecticides (Technical grade and formulations) manufactured by the Company is required to be conducted by an auditor with the requisite qualifications as prescribed under Section 148 of the Companies Act, 2013. Your Board has appointed M/s K.G. Goyal & Co., Cost Accountants, Jaipur, as Cost Auditors based on the recommendation of the Audit Committee for the conduct of the audit of cost records of Insecticides (Technical grade and formulations) for the year ended March 31, 2020.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made thereunder, Members are requested to consider the ratification of the remuneration payable to M/s K.G. Goyal & Co., Cost Accountants.

As per Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are maintained.

Secretarial Auditor

The Board had appointed Mr. R.S. Bhatia (CP No.2514), practicing Company Secretary, to carry out Secretarial Audit in accordance with the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the financial year ended March 31, 2020. The Secretarial Audit Report for the financial year ended March 31, 2020 has been obtained and does not contain any qualification, which requires any comments from the Board. The Secretarial Audit Report for financial year ended March 31, 2020 is annexed to this report as Annexure 'B'.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans & guarantees given and investments made covered under the provisions of section 186 of the Companies Act, 2013 are mentioned in Note No. 7 to the financial statements.

14. DEPOSITS

Your Company has not accepted any public deposits during the financial year 2019-20 and no amount of principal or interest was outstanding as on March 31, 2020.

15. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, Company had transferred an amount of Rs 2,12,682/- towards unclaimed dividend pending for more than seven years. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unclaimed amounts lying with the Company as on the date of last Annual General Meeting held on September 09, 2019 on the Company's website and same is also available on the on the website of the Ministry of Corporate Affairs. The details can be viewed at Company's website at following link: https://www.piindustries.com/investor-relations/ Investor-Information/Unclaimed-Dividend

Pursuant to the provisions of Sec 124 of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred 11,010 equity shares pertaining to shareholders in respect of which dividend remained unclaimed for a period of seven consecutive years to demat account of IEPF authority by way of corporate action through NSDL. The shareholders can claim their shares by making an application in form IEPF-5 online with IEPF authority. Mr. Naresh Kapoor, Company Secretary acts as a Nodal Officer of the Company for IEPF matters.

16. BOARD AND COMMITTEES Board of Directors

Your Company is managed and controlled by a Board comprising an optimum blend of Executive and Non-Executive Professional Directors and Independent Directors. The Chairman of the Board is a Non-Executive Independent Director. As on March 31, 2020, the Board of Directors consists of Eight (8) Directors consisting of three (3) Executive Directors including a Vice Chairman & Managing Director, Managing Director & Chief Executive Officer and a Wholetime Director apart from five (5) Non-Executive Directors, out of which four (4) are Independent Directors including one (1) Woman Independent Director. The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the relevant provisions of the Companies Act, 2013. The Board members possess requisite qualifications and experience in general corporate management, strategy, finance, banking, taxation, risk management, merger & acquisitions, human capital & compensation, technology, legal and regulatory fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.

Mr. Ravi Narain ceases to be the Non-Executive Independent Director of the Company w.e.f. May 01, 2019 consequent upon the order passed by SEBI in the matter of National Stock Exchange Ltd on April 30, 2019. Mr. Ravi Narain has also confirmed that his resignation has nothing to do with company and is on account of SEBI order which has also been informed to Stock Exchange by the company. The Board places on record its appreciation for the services rendered by Mr. Ravi Narain during his association with the Board of the Company.

The Board at its meeting held on 4th June 2020, pursuant to the recommendation of Nomination & Remuneration Committee and taking into account the report of performance evaluation, reappointed Dr. T.S Balganesh (DIN 00648534) as an Independent Director for a second consecutive term of 5 years w.e.f September 05, 2020. The Board opines that Dr. T.S. Balganesh possesses the requisite expertise and experience including the proficiency. The Board recommends his re-appointment for the approval of the members at the forthcoming Annual General Meeting.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Arvind Singhal (DIN: 00092425) retires by rotation at the forthcoming Annual general Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the approval of the members at the forthcoming Annual General Meeting.

Declaration(s) from all Independent Directors have been received confirming that they meet the criteria of independence. Further, details as required under the Companies Act, 2013 and Listing Regulations, 2015 for directors seeking appointment/ re-appointment are furnished in the notice of annual general meeting. The aforesaid appointments are subject to approval of shareholders at the ensuing annual general meeting.

Changes in Key Managerial Personnel

On the basis of the recommendation of the Nomination & Remuneration Committee and Board of Directors, shareholders in its last AGM held on September 09, 2019 approved the elevation in position held by Mr. Mayank Singhal from Managing Director & Chief Executive Officer to Vice Chairman & Managing Director w.e.f. September 09, 2019.

Further, in order to strengthen the Board, Dr. Raman Ramachandran was inducted on board as a Whole-time Director w.e.f. July 01, 2019 and was elevated to the position of Managing Director and Chief Executive Officer w.e.f. September 09, 2019 which was duly approved by shareholders in its meeting held on September 09, 2019. There has been no change in any other Key Managerial Personnel of the Company during the year.

Evaluation of the Board's Performance

In compliance with the provisions of Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, Committees and performance of individual Directors during the year under review. The evaluation framework for assessing the performance of Directors comprised of criteria like quality of contribution to the Board deliberations, strategic perspective or inputs regarding future growth of Company and its performance, attendance of Board Meetings and Committee Meetings and commitment to shareholder and other stakeholder interests. The evaluation involves Self-Evaluation by the Board Members and subsequent assessment by the Board. A member of the Board does not participate in the discussion of his/ her evaluation.

Number of Board Meetings conducted during the year under review

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year under review, seven (7) Board Meetings were held on May 17, 2019, June 17, 2019, July 24, 2019, August 09, 2019, September 09, 2019, October 23, 2019 and February 12, 2020. The details of the Board meetings and attendance of the Directors are provided in the Corporate Governance Report.

Composition of Committees Audit Committee

As on March 31, 2020, Audit Committee comprises of 3 members with Mr. Narayan K. Seshadri as the Chairman, Mr. Rajnish Sarna and Ms. Ramni Nirula as members. Further, details on the Committee reference, meetings held are given in the Corporate Governance Report.

Recommendations of Audit Committee

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

Stakeholder's Relationship Committee

The Stakeholder's Relationship Committee comprises of 3 members with Mr. Pravin K. Laheri, Independent Director as the Chairman, Mr. Mayank Singhal and Mr. Rajnish Sarna as the members. Further details on the Committee reference, meetings held are given in the Corporate Governance Report.

A detailed update on the Board, its composition, detailed charter including terms and reference of various Board Committees, number of Board and Committee meetings held during FY 2019-20 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Report.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility statement:-

(a) in the preparation of the annual accounts for the year ended March 31, 2020, the applicable accounting standards had been followed;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2020 and of the profit of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. ANNUAL RETURN

Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Company's website at https://www.piindustries.com/investor-relations/ Investor-Information/annual-return

18. EMPLOYEES

Remuneration policy of the Company

The Remuneration policy of your Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including the criteria for determining qualifications, positive attributes, independence of a Director and other related matters have been provided in the Corporate Governance Report, which forms a part of this report.

Human Resources and Trade Relations

In support of the high growth strategies of Company's business, your Company added 921 employees (gross) to its permanent workforce during the year across all levels. A revamped Internal Job Posting process and effective use of social media helped your Company to complete its hiring programme effectively and efficiently. In addition to psychometric tests, your Company introduced competency-based assessments for all senior level hires.

In keeping with its compensation benchmarking policy, your Company conducted a wide-ranging compensation survey and made market corrections where necessary with view to retaining high-performing talent as well as to ensure that pay levels and structure are competitive with market.

Recognising the importance of identifying and developing high- performers as well as employees with potential for fast-track growth, your Company initiated a comprehensive Talent Management programme - Project Udbhav. This project covers all managerial and leadership levels in the Company and consists of:

- Evaluating employees against our behavioural and leadership competencies using a battery of proven tests

- Developing and implementing individual development plans for each employee through a mix of experiential learning, executive education, cross-functional teaming and coaching and mentoring

- Developing differentiated career paths for employees based on their performance and potential

- Establish a structured process for Talent Review to monitor the progress and development of employees in line with business needs

- Use the outcomes of the assessments to develop succession plans for critical role

- Integrate the outcomes of the above with career decisions

As on March 31, 2020, 108 employees had completed their assessments and are in the process of working on their development plans.

Responding to employees' feedback about the need for visibility as to career paths, a new and holistic Career Management Framework was launched. This framework sets out in detail the various career options available to employees in the different functions at all levels and defines the capabilities and competencies required for an employee to progress their career in multiple ways.

Employee Engagement continues to be in focus. A 3-point survey was conducted to elicit employee feedback. A digital platform (MYIdea) was developed for employees to share ideas and suggestions for improvement for sharing ideas. These have been welcome by employees and have resulted in their enthusiastic response. Initiatives like Stepthalon, Dental Camp, Zumba at Udaipur, International Yoga Day have been the highlights of attracting employees and bringing them closer to the culture of the organization.

Continuous improvements of HR Systems and Processes were made during the year, based on user feedback. Besides making the system user friendly, these improvements have also strengthened system controls. A comprehensive HR SOP has now been developed to act as a standalone document for process reference and compliance.

Total permanent workforce of the Company stood at 2749 as on March 31, 2020.

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

Your Company has a zero tolerance for any abuse against Women at Workplace. Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as required under the "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013". The Company has constituted Internal Complaints Committee (ICC) known as Prevention of Sexual Harassment (POSH) Committee to enquire in to complaints of Sexual Harassment and recommend appropriate action. The Company has not received any complaint of sexual harassment during the financial year 2019-20.

Particulars of Employees and related disclosures

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and annexed as Annexure 'C'. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2). However, they are available for inspection during business hours upto the date of the next annual general meeting at the registered office of the Company. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Your Directors place on record their appreciation of the valuable contribution made by the employees of your Company.

Employee Stock Option Plan / Scheme

Your Company discontinued the grant of stock options under PII-ESOP Scheme, 2010 in the year 2017 as per the recommendation(s) of Nomination & Remuneration Committee of the Board. However, the stock options already granted vest as per the terms and conditions contained in the grant letter. As per the Company's ESOP scheme, options vest after a lock in period of one (1) year from the date of grant in a graded manner over the vesting period of four (4) years. The exercise price of stock options granted have been arrived by giving discount to the closing market price of the equity share on National Stock Exchange India Limited one day prior to the date of grant of option. Voting rights on the equity shares issued to employees under the ESOP Scheme are either exercised by them or through their appointed proxy. No employee has been issued stock options equal to or exceeding 1% of the issued capital of the Company at the time of grant. Details of options as required under SEBI regulations is given in Annexure 'D'.

19. VIGIL MECHANISM - WHISTLE BLOWER POLICY

Your Company has an established vigil mechanism for Directors and employees to report their genuine concerns, as approved by the Board on the recommendation of the Audit Committee. The Whistle Blower Policy of the Company is formulated and uploaded on the Company's website at the following https://www.piindustries.com/Media/Documents/Whistle%20 Blower%20Policy(r).pdf

The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure 'E' attached to this report.

21. CORPORATE SOCIAL RESPONSIBILITY ("CSR") AND RELATED MATTERS

In accordance with the requirements of Section 135 of the Companies Act, 2013, your Company has a CSR Committee comprising four members with Mr. Pravin K. Laheri as Chairman, Mr. Mayank Singhal, Mr. Rajnish Sarna and Ms. Ramni Nirula as Members. Your Company also has formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at

https://www.piindustries.com/sustainability/CSR/CSR-Policy

Your Company carries out its CSR activities through PI Foundation, a Trust set up by PI Industries Ltd. During the year, PI Foundation undertook several CSR initiatives under the following few categories:

- Water

- Education and Talent Nurturing

- Healthcare

- Hygiene & Sanitation

- Livelihood Enhancement

- Sustainable Agriculture

- Skill Development

- Employee Engagement through CSR

During the financial year 2019-20, the Company has contributed an amount of Rs 102.3 Mn to PI Foundation, aggregating to 2% of its average net profits for preceding 3 financial years. PI Foundation has spent an amount of Rs 84.8 Mn. PI foundation has not been able to spend the entire money as projects are ongoing projects spread over 2-3 years. Various CSR initiatives taken during COVID-19 included support to the local administration in fast and efficient sanitization of large areas by deploying services of hi-tech Japanese farm spray machines free of cost in nearly 50+ locations so far, spanning across the states of Andhra Pradesh, Telangana, Rajasthan, Gujarat, Haryana, Delhi, Punjab. State govt. has appreciated the efforts of PI in providing these spray machines to carry out sanitization drive at large scale.

• Distribution of over 10,000 food packets so far to migrants and daily-wage labourers.

• Manufacture and distribution of ~45000 sanitizers so far in the neighbouring communities around PI's operations.

• Using mobile Medical Units 24x7 in 64 villages of Jambusar, Gujarat spreading awareness on the necessity of social distancing, hand-sanitization, conducing a thermal screening and distributing masks and other kits to villagers.

• Support to contract workers by continuing to pay their wages and arrange food and basic amenities for them during lockdown while ensuring COVID-19 prevention and containment protocol

The details of CSR activities undertaken by the Company are highlighted in the report format provided under the Companies (Corporate Social Responsibility Policy) Rules, 2014 in Annexure 'F' which is attached to this report.

22. CORPORATE GOVERNANCE

Your Company takes pride in its Corporate Governance structure and strives to maintain the highest possible standards. A detailed report on the Corporate Governance code and practices of the Company along with a certificate from the auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Regulation 34 of SEBI (LODR) Regulations, 2015 forms part of the report.

23. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management Discussion and Analysis is provided separately forms part of the Annual Report.

24. BUSINESS RESPONSIBILITY REPORT

A separate section of Business Responsibility describing the initiatives taken by the Company from an environmental, social and governance perspective, forms part of this Annual Report as required under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

25. SHARE CAPITAL

During the year, your Company had issued 77,342 Equity Shares of Rs 1/- each, which were allotted to PII ESOP Trust (Trust), set up to administer PII Employee Stock Option Plan-2010. The Trust allocates these shares to the employees of the Company and its subsidiaries upon exercise of stock options from time to time under the aforesaid Scheme. As a result of this allotment, the paid-up equity share capital of your Company increased to Rs 138.1 Mn (comprising of 13,81,07,993 Equity Shares of '1/- each as on March 31, 2020) from Rs 138.0 Mn (comprising of 13,80,30,651 Equity Shares of '1/- each as on March 31, 2019).

Further, your Company re-classified 50,00,000 preference shares of '100/- each into 50,00,00,000 Equity Shares of '1/- each by seeking approval from shareholders in its last Annual General Meeting held on September 09, 2019. The Authorized Share Capital of the Company is '72,30,00,000/- (Rupees Seventy-Two Crores Thirty Lacs only) divided in to 72,30,00,000 (Seventy-two crores thirty lacs) Equity Shares of '1/- (Rupee one only) each.

26. CHANGES IN MEMORANDUM & ARTICLES OF ASSOCIATION

During the year, Company carried:

a) the alteration of the object's clause by way addition of following new objects i.e.

(i) to deal in research & development, testing, prototyping, manufacture, import, export , consulting and sale of energy storage cells, devices for different application areas and also carrying out SEZ activities.

(ii) Buy, Sale or lease industrial land, either alone or in consortium with a real estate development group, for development and operation of a Special Economic Zones, necessary infrastructure and utilities for industrial usage.

b) new set of Articles of Association was adopted and substituted in place of the existing Articles of Association of the Company in compliance with the applicable provisions of Companies Act, 2013.

The above changes were duly approved by shareholders in Annual General Meeting held on September 09, 2019 and same have also been taken on record by Registrar of Companies, Jaipur.

27. QIP

The Board in its meeting held on February 12, 2020 approved the proposal for raising of funds through a qualified institutions placement ("QIP") to eligible investors for an aggregate amount not exceeding Rs 20,000 Mn by issue of equity shares and/or other eligible securities, at such price or prices as may be permissible under applicable law, in one or more tranches, in accordance with the applicable laws, subject to receipt of necessary approvals from shareholders and regulators, wherever required. The proposal was placed before shareholders seeking their approval by way of special resolution vide postal ballot, results of which were declared on March 24, 2020. Your Company is pleased to inform that aforesaid proposal has been approved by shareholders by requisite majority. Due to unprecedented outbreak of COVID-19 pandemic situation which resulted in economic slowdown and global stock market turmoil, Company has deferred the launch of QIP to July, 2020, subject to market conditions.

28. GENERAL

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

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

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme saved and except issued under ESOP Scheme as referred to in this Report.

c) Neither the Managing Directors nor the Whole-time Director of the Company received any remuneration or commission from any of its subsidiaries.

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

Further, there have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements are related and the date of the report.

29. ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from bankers, business associates, lenders, financial institutions, shareholders, various departments of the Government of India, as well as the State Governments of Rajasthan & Gujarat, the farming community and all our other stakeholders.

The Board places on record its sincere appreciation towards the Company's valued customers in India and abroad alongwith its joint venture partners for the support and confidence reposed by them in the organization and looks forward to the continuance of this supportive relationship in the future.

Your Directors proudly acknowledge the contribution and hard work of the employees of the Company and its subsidiaries at all levels, who, through their competence, hard work, solidarity and commitment have enabled the Company to achieve consistent growth.

On behalf of the Board of Director
For PI Industries Ltd.
Sd/-
Narayan K. Seshadri
Place: Gurugram Chairman
Date: 4th June' 20 DIN 00053563

   

P I Industries Ltd Company Background

Narayan K SeshadriMayank Singhal
Incorporation Year1946
Registered OfficePost Box No 20,Udaisagar Road
Udaipur,Rajasthan-313001
Telephone91-294-2492451-55,Managing Director
Fax91-294-2491946
Company SecretaryNaresh Kapoor
AuditorPrice Waterhouse Chartered Accountants LLP
Face Value1
Market Lot1
ListingBSE,MSEI ,NSE,
RegistrarKFin Techologies Pvt Ltd
Karvy Selenium Tow-B,31&32 Financial Dist,Nanakramguda ,Hyderabad-500032

P I Industries Ltd Company Management

Director NameDirector DesignationYear
Salil Singhal Chairman Emeritus 2019
Mayank Singhal Managing Director 2019
Narayan K Seshadri Chairman & Independent Directo 2019
Pravin K Laheri Independent Director 2019
Ramani Narula Independent Director 2019
Naresh Kapoor Company Secretary 2019
Rajnish Sarna Whole-time Director 2019
TS Balganesh Independent Director 2019
Arvind Singhal Director 2019
Raman Ramachandran Whole-time Director 2019

P I Industries Ltd Listing Information

Listing Information
BSE_500
BSE_100
BSE_200
BSEDOLLEX
CNX500
BSEMID
CNXMIDCAP
CNX200
CNXCOMMODI
NFTALPHA50
BSECARBONE
BSEALLCAP
BSEMETERIA
BSEMIDSELE
SENSNEXT50
MID150
LMI250
MSL400
NFTYMC150
NFTYMSC400

P I Industries Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Agro Chemicals NA 0003246.8
Export Incentives NA 00057.2
Scrap Sales NA 0001.6
Sale of Services NA 0001.2
Other Operating Revenue NA 0000
Others Ton0000
Sales NA 0000
Insurance Claims NA 0000
Chemicals Ton0000
Organo Phosphorus Compound Ton0000
Specialty Chemicals NA 0000
Other Trading Sales NA 0000
Agro Chemicals-Trading NA 0000
Pesticides Formulations Ton0000
Plant Nutrients NA 0000
Polymer Products Ton0000
Polyurethane & Others Ton0000

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