Annual Report of The Company For The Fy 2019-20. Kilpest India LTD
Annual Report of The Company For The Fy 2019-20. Kilpest India LTD
Annual Report of The Company For The Fy 2019-20. Kilpest India LTD
Dear Sir/Madam,
Dear Sir/Madam,
Yours faithfully,
For KILPEST INDIA LTD,
DHIRENDRA DUBEY
DIRECTOR
Encl: as above
Financial Highlights : Consolidated FY 20
NOTICE is hereby given that the FORTY EIGHTH ANNUAL GENERAL MEETING of KILPEST INDIA LIMITED, will be held at
the Registered office of the Company on Friday, 25th September, 2020 at 11.30 A.M. (IST) through Video Conferencing ('VC') facility
or other audio visual means ('OAVM') to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2020
together with the Reports of Board of Directors and Auditors thereon.
2. To appoint a Director in place of Mr. Dhirendra Dubey (DIN: 01493040), Wholetime Director, who retires by rotation and being
eligible, offers himself for re-appointment.
SPECIAL BUSINESS:
3. RE-APPOINTMENT OF MRS. MITHLA DUBEY (DIN: 03597415), AS NON-EXECUTIVE DIRECTOR
To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
"RESOLVED THAT in accordance with the provisions of Sections 149 and 152 and all other applicable provisions of the Companies
Act, 2013 and (including any statutory modification(s) or re-enactment thereof for the time being in force), the consent of the members
be and is hereby accorded to the re-appointment of Mrs. Mithla Dubey (DIN: 03597415), as Non-Executive Director of the Company,
not liable to retire by rotation, for the period of 5 (five) years with effect from 27th March 2020 to 26th March 2025"
‘'RESOLVED FURTHER THAT any one of the Directors of the Company and/or Company Secretary be and are hereby severally
authorized to file E-Form with the Registrar of Companies and for intimating the same to any other authority."
4. REVISION IN COMMISSION (INCLUDED IN REMUNERATION) OF MR. DHIRENDRA DUBEY, (DIN: 01493040) ,
DIRECTOR OF M/S 3B BLACKBIO BIOTECH INDIA LIMITED, SUBSIDIARY COMPANY
To consider and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 197,198 and applicable provisions of Schedule V and other applicable
provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof), applicable clauses of the
Articles of Association of the Company, pursuant to recommendation of the Nomination and Remuneration Committee of
M/s Kilpest India Limited, Holding Company and subject to other requisite approvals, if any, the approval of the members be and is
hereby accorded accorded for revision in the commission (included in remuneration along with salary) payable to Mr. Dhirendra Dubey,
(DIN: 01493040) ,Director of the company, on the following terms and conditions as mentioned below:
Salary & Perquisites:
1 Basic Salary: Rs.1, 50, 000/- per month w.e.f. May 1, 2019 ( approved in AGM dt 25-09-2019 therefore no change in salary )
2 Commission: Not exceeding 1.5(one and a half ) percent of net profit w.e.f. financial year 2020-2021
"RESOLVED FURTHER THAT the total remuneration payable in any financial year by way of salary, perquisites, commission and
other allowances shall not exceed the overall limit of five percent (5%) of the net profits of the Company as applicable to each of the
Whole time Directors of the Company and/or ten percent (10%) of the net profits of the Company for all Whole-time Directors in
accordance with the provisions of Sections 197, 198 and other applicable provisions, if any, of the Companies Act, 2013 read with
Schedule V including any statutory amendments, modifications or re-enactment thereof, as may be made thereto and for the time being
in force "
"RESOLVED FURTHER THAT the revision in the remuneration of Mr. Dhirendra Dubey, (DIN: 01493040), Director of the company ,
is subject to approval of the shareholders in the ensuing Annual General Meeting of the Company of the FY 2019-20"
"RESOLVED FURTHER THAT the revision in the commission (included in remuneration along with salary) paid by
M/s 3B BLACKBIO BIOTECH INDIA LIMITED will be over and above current salary of Rs 60000 (Sixty Thousand) per month drawn
by Mr. Dhirendra Dubey from M/s Kilpest India Limited, Holding Company"
"RESOLVED FURTHER THAT the Board of Directors of the Company, and/or M/s 3B BLACKBIO BIOTECH INDIA Subsidiary
Company and/or Nomination and Remuneration Committee of M/s Kilpest India Limited, Holding Company are hereby further
authorized to alter and vary the terms and conditions from time to time including designation subject to the applicable provisions of the
Companies Act, 2013 and within the overall limits approved by the Shareholders of the Company."
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CIN:L24211MP1972PLC001131
"RESOLVED FURTHER THAT Mr. Nikhil Kuber Dubey, Director of M/s 3B BlackBio Biotech India Limited be and is hereby
authorized to take such steps and to do all such acts, deeds, matters and things as may be required to give effect to the forgoing
resolution."
5. REVISION IN COMMISSION (INCLUDED IN REMUNERATION) OF MR. NIKHIL KUBER DUBEY, (DIN: 00538049),
DIRECTOR OF M/S 3B BLACKBIO BIOTECH INDIA LIMITED, SUBSIDIARY COMPANY
To consider and if thought fit, to pass with or without modification(s), the following resolution as a Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 197,198 and applicable provisions of Schedule V and other applicable
provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof), applicable clauses of the
Articles of Association of the Company, pursuant to recommendation of the Nomination and Remuneration Committee of M/s Kilpest
India Limited, Holding Company and subject to other requisite approvals, if any, the approval of the members be and is hereby accorded
accorded for revision in the commission (included in remuneration along with salary) payable to Mr. Nikhil Dubey, (DIN: 00538049)
,Directors of the company, on the following terms and conditions as mentioned below:
Salary & Perquisites:
1 Basic Salary: Rs.1, 50, 000/- per month w.e.f. May 1, 2019 ( approved in AGM dt 25-09-2019 therefore no change in salary )
2 Commission: Not exceeding 1.5(one and a half ) percent of net profit w.e.f. financial year 2020-2021
"RESOLVED FURTHER THAT the total remuneration payable in any financial year by way of salary, perquisites, commission and
other allowances shall not exceed the overall limit of five percent (5%) of the net profits of the Company as applicable to each of the
Whole time Directors of the Company and/or ten percent (10%) of the net profits of the Company for all Whole-time Directors in
accordance with the provisions of Sections 197, 198 and other applicable provisions, if any, of the Companies Act, 2013 read with
Schedule V including any statutory amendments, modifications or re-enactment thereof, as may be made thereto and for the time being
in force "
"RESOLVED FURTHER THAT the revision in the remuneration of Mr. Nikhil Dubey, (DIN: 00538049), Directors of the company , is
subject to approval of the shareholders in the ensuing Annual General Meeting of the Company of the FY 2019-20"
"RESOLVED FURTHER THAT the revision in the commission (included in remuneration along with salary) paid by
M/s 3B BLACKBIO BIOTECH INDIA LIMITED will be over and above current salary of Rs 60000 (Sixty Thousand) per month drawn
by Mr. Nikhil Dubey from M/s Kilpest India Limited, Holding Company"
"RESOLVED FURTHER THAT the Board of Directors of the Company, and/or M/s 3B BLACKBIO BIOTECH INDIA Subsidiary
Company and/or Nomination and Remuneration Committee of M/s Kilpest India Limited, Holding Company are hereby further
authorized to alter and vary the terms and conditions from time to time including designation subject to the applicable provisions of the
Companies Act, 2013 and within the overall limits approved by the Shareholders of the Company."
"RESOLVED FURTHER THAT Mr. Dhirendra Dubey, Director of M/s 3B BlackBio Biotech India Limited be and is hereby authorized
to take such steps and to do all such acts, deeds, matters and things as may be required to give effect to the forgoing resolution."
BY ORDER OF THE BOARD OF DIRECTORS
(R.K. DUBEY)
CHAIRMAN & MG. DIRECTOR
Place: Bhopal
Dated: 14th Aug. 2020
Registered Office:
7-C, Industrial Area,
Govindpura, Bhopal-462 023.
CIN: L24211MP1972PLC001131
Ph: 91-755-2586536 / 2586537
Fax : 91-755-2580438 Website: www.kilpest.com
Email: kilpest@bsnl.in / kilpestbpl@yahoo.co.in/dkdkilpest@yahoo.co.in
Kilpest India Limited 04
CIN:L24211MP1972PLC001131
NOTES
1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs ('MCA') has vide its circular dated 5 May 2020
read with circulars dated 8 April 2020 and 13 April 2020 (collectively referred to as 'MCA Circulars') and SEBI circular dated
12 May 2020 permitted the holding of the Annual General Meeting ('AGM') through VC/OAVM facility, without the physical
presence of the members at a common venue. In compliance with the provisions of the Companies Act, 2013 (the 'Act'), SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') and MCA Circulars, the AGM of
the Company is being conducted through VC/OAVM`.
2. THE EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 ("the Act"),
RELATING TO THE SPECIAL BUSINESS TO BE TRANSACTED AT THE ANNUAL GENERAL MEETING IS
ANNEXED HERETO.
3. PURSUANT TO THE PROVISIONS OF THE ACT, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS
ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A
MEMBER OF THE COMPANY. SINCE THIS AGM IS BEING HELD PURSUANT TO THE MCA CIRCULARS THROUGH
VC/OAVM, THE REQUIREMENT OF PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH.
ACCORDINGLY, IN TERMS OF THE MCA CIRCULARS, THE FACILITY FOR APPOINTMENT OF PROXIES BY THE
MEMBERS WILL NOT BE AVAILABLE FOR THIS AGM AND HENCE THE PROXY FORM, ATTENDANCE SLIP AND
ROUTE MAP OF AGM ARE NOT ANNEXED TO THIS NOTICE.
4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum
under Section 103 of the Act .
5. In compliance with the aforesaid MCA Circulars and SEBI Circular dated May 12, 2020, Notice of the Annual General Meeting
alongwith the Annual Report for the financial year 2019-20 is being sent only through electronic mode to those Members whose
e-mail addresses are registered with the Company/Depositories. Members may note that the Notice convening the 48th AGM and
Annual Report 2019-20 will also be available on the Company's website at www.kilpest.com under 'Investor Relations' section
and may also be accessed on the websites of the Stock Exchange i.e. Bombay Stock Exchange Limited at www.bseindia.com .
The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting
system during the AGM) i.e. www.evotingindia.com. Members can attend and participate in the Annual General Meeting
through VC/OAVM facility only.However, if any specific request received from the members for demanding of the physical
copy of the Annual Report will be provided by the company but subject to time taken by the courier and Postal Department
looking to the Covid-19.
6. The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, 19th September 2020 to
Friday, 25th September 2020 (both days inclusive)
7. The deemed venue for 48th AGM shall be the registered office of the Company.
8. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details, mandates,
nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, etc., to their Depository
Participant (DP). Changes intimated to the DP will then be automatically reflected in the Company's records which will help the
Company and the Company's Registrar and Share Transfer Agent, to provide efficient and better services. Members holding
shares in physical form are requested to intimate such changes to the Company/RTA, quoting their folio number.
9. Institutional/Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG
format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM on its
behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the company by e-mail at
cs@kilpest.com.
10. Pursuant to Section 72 of the Companies Act, 2013, Shareholders are entitled to make nomination in respect of shares held by
them in physical form. Shareholders desirous of making nominations are requested to send their requests in Form-SH-13, which
is also available on the website of the M/s Adroit Corporate Services Pvt. Ltd
11. Brief details of the directors, who are seeking appointment/re-appointment, are annexed hereto as per requirements of regulation
36(3) of the Listing Regulations and as per provisions of the Act.
12. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of
the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM
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will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders
(Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the
Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee,
Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
13. Institutional Investors, who are members of the Company are encouraged to attend and vote at the 48th AGM of the Company.
14. Registration of e-mail address permanently with Company/DP:
Members are requested to register the e-mail address with their concerned DPs, in respect of electronic holding and with RTA, in
respect of physical holding, by writing to them. Further, those Members who have already registered their e-mail addresses are
requested to keep their e-mail addresses validated/updated with their DPs/RTA to enable servicing of notices/documents/Annual
Reports and other communications electronically to their e-mail address in future.
15. SEBI vide its notification dated 8 June 2018 as amended on 30 November 2018, has stipulated that w.e.f. 1 April 2019, the transfer
of securities (except transmission or transposition of shares) shall not be processed, unless the securities are held in the
dematerialized form. The Company has complied with the necessary requirements as applicable, including sending of letters to
shareholders holding shares in physical form and requesting them to demat their physical holdings. Members can contact the
Company's Registrar and Transfer Agent, Adroit Corporate Services Pvt.Ltd. 17-21, Jafferbhoy Ind. Estate, 1st Floor, Makhwana
Road, Marol Naka, Andheri (E), Mumbai 400059, India.
Tel/Direct: +91 (0)22 42270449 | Fax: +91 (0)22 2850374
16. To comply with the above mandate, members who still hold share certificates in physical form are advised to dematerialize their
shareholding to also avail of numerous benefits of dematerialization, which include easy liquidity, ease of trading and transfer,
savings in stamp duty and elimination of any possibility of loss of documents and bad deliveries.
17. SEBl has mandated the submission of Permanent Account Number ('PAN') and bank account details by every participant in the
securities market. Members holding shares in electronic form are requested to submit their PAN and bank account details to their
respective Depository Participants. Members holding shares in physical form are requested to submit their PAN and bank account
details to the Company or RTA.
18. In case of joint holders, the member whose name appears as the first holder in the order of names as per the Register of Members of
the Company will be entitled to vote at the AGM.
19. Updation of Members' Details:
The format of the Register of Members prescribed by the Ministry of Corporate Affairs under the Act requires the Company/Share
and Transfer Agent to record additional details of Members, including their PAN details, email address, bank details for payment
of dividend, etc. A form for capturing the additional details is appended at the end of this Annual Report.
Members holding shares in physical form are requested to submit the filled in form to the Company or RTA, after normalcy is
restored. Members holding shares in electronic form are requested to submit the details to their respective Depository
Participants.
20. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in
address or demise of any Member as soon as possible. Members are also advised not to leave their demat account(s) dormant for
long. Periodic statement of holdings should be obtained from the concerned DP and holdings should be verified from time to time.
21. CONSOLIDATION OF MULTIPLE FOLIOS
Members holding more than one share in the same name or joint names in the same order but under different ledger folios are
requested to apply for consolidation of such folios into a single folio and accordingly send a request letter duly signed by the
shareholder and the relevant share certificates alongwith the self attested copy of PAN card and Aadhar card to the Registrars and
Share Transfer Agent (RTA) of the Company, to enable them to consolidate all such multiple folios into one single folio.
22. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and
Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements)
Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is
providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the
Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through
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electronic means, as the authorized e-Voting's agency. The facility of casting votes by a member using remote e-voting as well as
the e-voting system on the date of the AGM will be provided by CDSL.
23. Members of the Company holding shares either in physical form or in electronic form as on the cut-off date of Friday, September
18, 2020 may cast their vote by remote e-Voting. The remote e-Voting period commences on Tuesday, 22nd September 2020 at
9.00 a.m. (IST) and ends on Thursday, 24th September 2020 at 5.00 p.m. (IST). The remote e-Voting module shall be disabled by
CDSL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it
subsequently. The voting rights of the Members (for voting through remote e-Voting before/during the AGM) shall be in
proportion to their share of the paid-up equity share capital of the Company as on the cut-off date of Friday, September 18, 2020.
24. Members will be provided with the facility for voting through electronic voting system during the VC proceedings at the AGM
and Members participating at the AGM, who have not already cast their vote by remote e-Voting, will be eligible to exercise their
right to vote during such proceedings of the AGM. Members who have cast their vote by remote e-Voting prior to the AGM will
also be eligible to participate at the AGM but shall not be entitled to cast their vote again.
25. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the
depositories as on the cut-off date only shall be entitled to avail the facility of remote e-Voting before as well as during the AGM.
The e-voting module shall be disabled by CDSL for voting thereafter. The voting rights of members shall be in proportion to
their equity shareholding in the paid up equity share capital of the company as on cut-off date. Any person who receives this
notice, who ceases to be a member on cut-off date may treat this notice for information purposes only.Any person who acquires
shares of the Company and becomes a Member of the Company the cut-off date i.e. Friday, September 18, 2020, may obtain the
log in id and password by sending a request at helpdesk.evoting@cdslindia.com. However, if he /she is already registered with
CDSL for remote e-voting then he/she can use his /her existing user id and password.
26. The Chairman shall, at the AGM, at the end of discussion on the Resolutions on which voting is to be held, allow voting, by use of
remote e-Voting system for all those Members who are present during the AGM through VC/OAVM but have not cast their votes
by availing the remote e-Voting facility. The remote e-Voting module during the AGM shall be disabled by CDSL for voting 15
minutes after the conclusion of the Meeting.
27. The Scrutinizer will submit his report to the Chairman or to any other person authorised by the Chairman after the completion of
the scrutiny of the e-Voting (votes cast during the AGM and votes cast through remote e-Voting), not later than 48 hours from the
conclusion of the AGM. The results declared along with the Scrutinizer's report shall be communicated to the Stock Exchanges
on which the Company's shares are listed, CDSL and RTA and will also be displayed on the Company's website at
www.kilpest.com
28. 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.
Accordingly, the Company has transferred Equity Shares to the demat account of the IEPF Authority during FY 2019-20 for the
unclaimed and unpaid dividend of the FY 2010-11.
Kilpest India Limited 07
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e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of Company will
be displayed.
2. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
3. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the
meeting.
4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may
experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or
LAN Connection to mitigate any kind of aforesaid glitches.
5. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by
sending their requesting advance atleast 7 days prior to meeting (i.e. 18-09-2020) mentioning their name, demat account
number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the
AGM but have queries may send their queries in advance 7 days prior to meeting (i.e. 18-09-2020) mentioning their name, demat
account number/folio number, email id, mobile number at cs@kilpest.com. These queries will be replied to by the company
suitably by email.
6. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during
the meeting.
INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE AGM ARE AS UNDER:-
1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.
2. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the
Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system
available during the AGM.
3. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not
participated in the meeting through VC/OAVM facility , then the votes cast by such shareholders shall be considered invalid as the
facility of e-voting during the meeting is available only to the shareholders attending the meeting.
4. Shareholders who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to
vote at the AGM.
(xx) Note for Non - Individual Shareholders and Custodians
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to
www.evotingindia.com and register themselves in the "Corporates" module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to
helpdesk.evoting@cdslindia.com.
After receiving the login details a Compliance User should be created using the admin login and password. The
Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the
accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if
any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together
with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the
Company at the email address viz; cs@kilpest.com (designated email address by company) , if they have voted from
individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
If you have any queries or issues regarding attending AGM & e-Voting from the e-Voting System, you may refer the Frequently Asked
Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to
helpdesk.evoting@cdslindia.com or contact Mr. Nitin Kunder (022-23058738 ) or Mr. Mehboob Lakhani (022-23058543) or Mr.
Rakesh Dalvi (022-23058542).
Kilpest India Limited 10
CIN:L24211MP1972PLC001131
All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL, )
Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower
Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
ITEM NO. 03:
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in the resolution no. 4, additional information to be given to Members in terms of Secretarial Standards on General Meetings (SS-2), are
given in Annexure to the AGM Notice.
As per the proviso to Section 102(2) of the Companies Act, 2013, it is clarified that the proposed Resolution(s) does not relate to or affect
any other Company.
Information required to be disclosed Schedule V of the Companies Act, 2013 is as follows:
(i) The proposed remuneration has been approved by Nomination and Remuneration Committee of M/s Kilpest India
Limited, Holding Company and the Board of M/s 3B Blackbio Biotech India Limited
(ii) the Company, M/s 3B Blackbio Biotech India Limited has not defaulted in repaying any of its debts or interest payable for
a continuous period of thirty days in the preceding financial year before the date of revision
(iii) Resolution is being passed at the forthcoming Annual General Meeting for revision of the remuneration.
The above salary to be paid by M/s 3B Blackbio Biotech India Limited will be over and above current salary of Rs 60,000
per month drawn from M/s Kilpest India Limited, Holding Company
The proposal is to seek the Shareholders' approval for the fixation of Mr. Dhirendra Dubey remuneration in M/s 3B Blackbio Biotech
India Limited. As the present salary drawn by Mr. Dhirendra Dubey is less and not commensurate to the required salary standards and it
is well below the prescribed limit under section Section 197 read with applicable provisions of Schedule V and other applicable
provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof),therefore the same has
already been approved in the Board meeting of M/s 3B Blackbio Biotech India Limited dt 26-06-2020 and now ,is subject to approval of
shareholders of M/s Kilpest India Limited, Holding Company in Annual General Meeting dt 25-09-2020 for approving revision in
payment of remuneration.
Mr. Dhirendra Dubey is concerned and interested in the resolution no. 4. The relatives of Mr. Dhirendra Dubey may be deemed to be
interested In the resolution set out at Item No. 4 of the Notice, to the extent of their shareholding Interest, If any in the Company.
Save and except the above, none of the other Directors and the Key Managerial Personnel of the Company and his respective relatives
are, In any way, concerned or interested in the passing of the above resolution
Item No. 5
Mr. Nikhil Kuber Dubey has been working as Whole Time Director in M/s Kilpest India Limited since 11-08-1993 (Date of First
Appointment), presently he is drawing a salary of Rs 60000 p.m. from Kilpest India Ltd.
He has been a nodal officer for the starting of the Subsidiary Company i.e. M/s 3B BLACKBIO BIOTECH INDIA LIMITED right from
beginning and was working as its Director of the Company since 12-11-2010 without any salary for five years until in 2017 after which
he started drawing salary as was approved by AGM from time to time, with last salary drawn during FY 2018-19 as below
1 Basic Salary: Rs.1,00, 000/- per month w.e.f. May 1, 2018.
2 Commission: Not exceeding 1(one) percent of net profit w.e.f. financial year 2017-2018
Mr. Nikhil Kuber Dubey, Director of M/s 3B BLACKBIO BIOTECH INDIA LIMITED provided dedicated and meritorious services
and significant contribution to the overall growth of the Company. Therefore the Board in view of his contribution to the Company's
growth, business and the qualification and experience he holds and on recommendation of Nomination and Remuneration Committee
and Audit Committee, (vide meeting dt 23-05-19) of M/s Kilpest India Limited, Holding Company increased his salary during the FY
2019-20 which is as below:
Salary and Perquisite:
1 Basic Salary: Rs.1, 50, 000/- per month w.e.f. May 1, 2019.
2 Commission: Not exceeding 1(one) percent of net profit w.e.f. financial year 2017-2018
The Board of Directors further upon the recommendation of the Nomination and Remuneration Committee and Audit Committee, in its
meeting held on 26th June 2020, and subject to the approval of members of the Company have approved the revision in commission
(included in remuneration) of Mr. Nikhil Kuber Dubey, Director of M/s 3B BlackBio Biotech India Limited, subsidiary company on the
following terms and conditions as mentioned below:
1 Basic Salary: Rs.1, 50, 000/- per month w.e.f. May 1, 2019 ( approved in AGM dt 25-09-2019 therefore no change in salary
2 Commission: Not exceeding 1.5(one and a half ) percent of net profit w.e.f. financial year 2020-2021
Kilpest India Limited 12
CIN:L24211MP1972PLC001131
As per the provision of Schedule V of the Companies Act, 2013, a Resolution is required to be passed for payment of managerial
remuneration; therefore approval of the members by way of a Resolution is sought for revision in payment of remuneration as provided
in the resolution no. 5, additional information to be given to Members in terms of Secretarial Standards on General Meetings (SS-2), are
given in Annexure to the AGM Notice.
As per the proviso to Section 102(2) of the Companies Act, 2013, it is clarified that the proposed Resolution(s) does not relate to or affect
any other Company.
Information required to be disclosed Schedule V of the Companies Act, 2013 is as follows:
(iv) The proposed remuneration has been approved by Nomination and Remuneration Committee of M/s Kilpest India
Limited, Holding Company and the Board of M/s 3B Blackbio Biotech India Limited
(v) The Company, M/s 3B Blackbio Biotech India Limited has not defaulted in repaying any of its debts or interest payable for
a continuous period of thirty days in the preceding financial year before the date of revision
(vi) Resolution is being passed at the forthcoming Annual General Meeting for revision of the remuneration.
The above salary to be paid by M/s 3B Blackbio Biotech India Limited will be over and above current salary of Rs 60,000 per month
drawn from M/s Kilpest India Limited, Holding Company
The proposal is to seek the Shareholders' approval for the fixation of Mr. Nikhil Kuber Dubey remuneration in M/s 3B Blackbio Biotech
India Limited. As the present salary drawn by Mr. Nikhil Kuber Dubey is less and not commensurate to the required salary standards
and it is well below the prescribed limit under section Section 197 read with applicable provisions of Schedule V and other applicable
provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof),therefore the same has
already been approved in the Board meeting of M/s 3B Blackbio Biotech India Limited dt 26-06-2020 and now ,is subject to approval of
shareholders of M/s Kilpest India Limited, Holding Company in Annual Ordinary General Meeting dt 25-09-2020 for approving
revision in payment of remuneration.
Mr. Nikhil Kuber Dubey is concerned and interested in the resolution no. 5. The relatives of Mr. Nikhil Kuber Dubey may be deemed to
be interested In the resolution set out at Item No. 5 of the Notice, to the extent of their shareholding Interest, If any in the Company.
Save and except the above, none of the other Directors and the Key Managerial Personnel of the Company and his respective relatives
are, In any way, concerned or interested in the passing of the above resolution.
Kilpest India Limited 13
CIN:L24211MP1972PLC001131
DETAILS UNDER REGULATION 36(3) AND SS-2 OF SECRETARIAL STANDARDS ON GENERAL MEETING REGARDING
APPOINTMENT OR RE-APPOINTMENT OF THE DIRECTORS AND/OR FIXATION OF REMUNERATION AT THE
FORTHCOMING ANNUAL GENERAL MEETING of M/s KILPEST INDIA LIMITED , HOLDING COMPANY.
Number of Meeting of Board attended Please refer "Report on Corporate Please refer "Report on Corporate
during the year and other directorship Governance" forming part of this Governance" forming part of this
etc. Annual Report. Annual Report.
Membership, Chairman of Committees Nil Nil
in the Outside Companies
Relationship with other Directors/KMP Son of Mr. R.K. Dubey, Managing Wife of Mr. R.K. Dubey, Managing
etc Director and Mrs. Mithla Dubey, Director and Mother of Mr. Dhirendra
Director and Brother of Mr. Nikhil Dubey and Mr. Nikhil Kuber Dubey,
Kuber Dubey, Whole-Time Director Whole-Time Directors
Kilpest India Limited 14
CIN:L24211MP1972PLC001131
List of other Directorships held in M/s Kilpest India Limited. M/s Kilpest India Limited.
Public Limited Companies
Chairman/ Member of committees of Kilpest India Limited, Kilpest India Limited,
the Board of Companies of which he is Holding Company Holding Company
a director Member: Audit Committee and Member: Audit Committee
Stakeholders Relationship Committee Stakeholders Relationship Committee
& Nomination and Remuneration
Committee
Shareholding as on 31-03-2020 Nil Nil
STATEMENT PURSUANT TO PROVISON TO SCHEDULE V (PART II SECTION II (A) (CLAUSE IV)) OF THE
COMPANIES ACT, 2013 for M/s 3B BLACKBIO BIOTECH INDIA LIMITED, SUBIDIARY COMPANY.
The TRUPCR® BCR-ABL1 Kit is a first unique Innovative product as it detects and
quantifies all three transcripts (M, m, µ) responsible for CML, ALL & AML. This is first kit
to be calibrated with two international reference materials WHO and ERM (European
Reference material) and is highly sensitive to detect up to deep molecular response 5 (5 log
reductions of disease from baseline), helping clinician to decide on further drug therapy.
M/s 3B BlackBio's R&D team is involved in designing, development & validation of
PCR assays which are appreciated very well across various prestigious
Government/Private diagnostic laboratories of the country, and company has successfully
introduced more than 25 assays during last 4 years. Keeping in mind Govt. of India vision
to eradicate TB from India by 2022 company has developed TRUPCR® Rifampicin
Resistant MTB Detection Kit which identifies TB along with its drug resistance status
(MDRTB), which also has been successfully launched after validation at ICMR institute
NIRT Chennai.
3B BlackBio developed and launched RT-PCR Kit for detection of COVID-19 on 4th
April, 2020 which was a milestone for the company.
2 Date of commencement of 12-11-2010
commercial production
3 In case of new companies, Not Applicable
expected date of
Commencement of
activities as per project
approved by financial
institutions appearing in
The prospectus.
4 Financial performance The Financial Results for the last three years are as follows:
based on given indicators.
Comparative The remuneration proposed to be paid The remuneration proposed to be paid to the
remuneration to the Director is very less as Director is very less as compared with the
profile with compared with the remuneration remuneration being paid for similar
respect to being paid for similar assignments assignments in the Industry.
industry, in the Industry.
size of the
Company, profile
of the position
and person (in
case of expatriates
the relevant
details would be
w.r.t. the
country of his
origin).
DIRECTORS' REPORT
Dear Members,
The Directors hereby present their Forty Eighth (48th) Annual Report on the business and operations of the Company together with the
Consolidated and Standalone Audited Financial Statements for the Year ended on 31st March, 2020
FINANCIAL RESULTS:
The Company's financial performance for the year ended 31st March, 2020 is summarized below:
(Rs. in Lakhs)
*Net of GST
OVERVIEW OF COMPANY'S PERFORMANCE FOR THE YEAR 2019-2020:
The Company's Sales for the FY 2019-20 stood at Rs 1351.17 lac slightly higher by 11.78% as compared to FY 2018-19 which was Rs
1208.74 lac. The Net Profit stands at Rs 61.39 lac which is substantially higher by 42.87% as compared to last year which was Rs 42.97
lac.
Agrochemical Industry continues to face challenges from erratic monsoon, lower farm gate prices for some crops, debt laden farmers.
This year to add to the problems, the raw material prices started to increase since beginning of FY 2019-2020, along with shortage of
products specially synthetic pyrethroids, and all these made the year tough. Still company could close the year well due to prudent
controls; by product diversification continued focus of exports and public health business and cost cutting measures.
The accelerated outbreak of Coronavirus (Covid-19) across the globe and in India, has substantially disrupted the economic activities
with high uncertainty. On 11th March 2020, the Covid-19 outbreak was declared a global pandemic by the World Health Organization
(WHO). Consequent to this, Government of India declared lockdown on 24th March 2020, which was further extended from time to
time. In line with Government directive, the Company had slowed down its manufacturing operations since 23rd March 2020, impacting
working of the Company. Operations of the company has gradually started resuming during April and May 2020 at fuller capacity.
PERFORMANCE OF SUBSIDIARY:
On April 02, 2020, 3B BlackBio Biotech India Limited, a subsidiary of Kilpest India Limited developed Real-Time PCR Detection Kit
for SARS CoV-2 (COVID-19). The kit has been given ICMR approval for use on patient samples. TRUPCR® SARS CoV-2 Real-Time
PCR test is a molecular detection test which screens and detects COVID-19 specific genes and is a confirmatory test.
It works on any of the available Real-Time PCR instrument available with the labs and hence it does not require any new expense on new
or closed systems. The test comes with robust internal control in all testing tubes making it one of the most reliable tests currently
available in the market.
The company along with its US associate Genophyll LLC ,undertook the huge task of getting its TRUPCR® SARS CoV-2 RT qPCR Kit
approved by US FDA, US FDA (EUA) was granted on June 19, 2020.
With this, 3B BlackBio Biotech India Ltd. became first ever Indian molecular diagnostics company to receive US FDA-(EUA).
Especially at times when more and more reliable testing is the need of the hour for India as well as other countries, TRUPCR® will be a
reliable options for labs across the globe to perform the molecular testing for Covid-19 suspected individuals. TRUPCR®SARS CoV-2
V.2 RT qPCR Kits with its unique design of screening and confirmatory assays which detects three genes from the SARS-CoV-2 virus
with Endogenous Control gene (RNase P) Internal control for each sample to minimize false negative results. With Grant of US FDA-
(EUA), we would be able to expand our customer base globally, and we would emerge as one of the most reliable RT qPCR kits suppliers
from India. Ensuring success to "MAKE IN INDIA" vision of Hon'ble Prime Minister.
Kilpest India Limited 19
CIN:L24211MP1972PLC001131
On May 11, 2018, Bhopal - Hon'ble President of India, Shri Ram Nath Kovind gave national award to for commercializing indigenous
technologies, 3B BlackBio Biotech India Limited, Bhopal (M.P.) had been declared as the winner of National Award 2018 under MSME
category for the successful commercialization of a technology based product- "TRUPCR® BCR ABL1 Quantitative Kit" for detection
of BCR-ABL1 fusion gene in patients suffering with chronic myeloid leukemia (CML) & monitor response to drug therapy, on WHO
international standards.
3B BlackBio Biotech India Limited was established in 2010 with the vision of indigenously developing "Molecular Diagnostic tests"
which is in-line with Hon'ble Prime Minister's "Make in India" theme and kits are developed and validated to International standards &
Reference material. Being an import substitution product it helps country save precious foreign exchange and builds confidence in the
medical fraternity for Indian products. 3B BlackBio Biotech India Limited is already the first company to have launched India's first
home made test for last virus pandemic of H1N1, commonly known as Swine Flu. In fact, till now, 3B BlackBio Biotech is the only
company to have developed the swine flu test based on National (NCDC) & International guidelines, validated by NIV Pune and is
CDSCO certified. With the launch of COVID-19, 3B BlackBio Biotech once again shows its potential as a "Make in India" company to
handle such pandemics without being dependent on foreign test. It shows its commitment to India's population and the Indian economy
by developing world-class molecular test in India itself.
The subsidiary has made great achievements in terms of sales & profits and however 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 export markets.
Your Company's products command a very good brand image in the market, and the company is regarded by big labs as a reliable
solution provider at par to the foreign multinational.
The Subsidiary has made a wide range of diagnostic kits ranging from infectious diseases to *oncology, which are being accepted by big
names customers in diagnostic market. The Subsidiary company has become a market leader in India. Subsidiary (Molecular Diagnostic
Business) sales grew by 38.97% from 1118.93 lacs to 1536.29 lacs and EBITDAgrew from Rs 676.81 lac to Rs 975.37 lacs ; PAT grew
from Rs 481.19 lac to Rs 707.34 lacs
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 March 31, 2020.
DIVIDEND:
The Board of the Company, had approved an interim dividend of 7% (Seven percentage), (0.70 Paise) {Seventy Paise only}, for the FY
2019-2020, per fully paid up equity shares of Rs. 10/- (Rupees Ten) (each) in their Board Meeting held on 12th March, 2020 .Therefore,
this interim dividend declared is considered as the final dividend for the FY 2019-2020.
Emergence of Covid-19
Towards the end of the financial year, the World Health Organisation (WHO) declared Covid-19 a pandemic and the outbreak, which
infected millions, has resulted in deaths of a significant number of people globally. Covid-19 is seen having an unprecedented impact on
people and economies worldwide. The Company is taking all necessary measures in terms of mitigating the impact of the challenges
being faced in the business. The Company is working towards being resilient in order to sail through the current situation. It is focused on
controlling the fixed costs, maintaining liquidity and closely monitoring the supply chain to ensure that the manufacturing facilities
operate smoothly.
The Ministry of Home Affairs, Government of India on March 24, 2020 notified the first ever nationwide lockdown in India to contain
the outbreak of Covid-19 pandemic. The operations were disrupted at certain manufacturing facilities and depots of the Company.
In order to support the Central and State Governments and the community at large, the Company has supplied hand sanitizers, face
masks, etc. In addition to this, voluntary contributions by the Company as well as its employees were also made. The Company operates
its business in conformity with the highest ethical and moral standards and employee centricity. In view of the outbreak of the pandemic,
the Company undertook timely and essential measures to ensure the safety and well-being of its employees at all its plant locations. The
office based employees were allowed to work from home by providing adequate digital and other assistance. The Company observed all
the government advisories and guidelines thoroughly and in good faith.
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.
Kilpest India Limited 20
CIN:L24211MP1972PLC001131
Consideration amount received against issue of Preferential Allotment of Convertible Warrants is also transferred to Reserves and
Surplus as shown in Schedule "B" of 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 RATING :
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 2020. 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:
Pursuant to the special resolution passed at the Extra - Ordinary General Meeting of the Company held on Monday, December 18, 2017
your company had allotted 11, 00,000 numbers of warrants convertible into Equity Shares on Preferential Basis on December 26, 2017
to non promoter on preferential basis at an issue price of Rs 85 per warrant (Inclusive of Rs 75 towards share premium).
On 17-06-2019 these warrants were exercised and converted into Equity Shares. Upon allotment of these equity shares, the paid up
equity capital of the Company has increased from Rs 6, 40, 81,000 comprising of 64,08,100 equity shares of the face value of Rs10/-
each to Rs 7,50,81000/- comprising 75,08,100 equity shares of the face value of Rs10/- each. The equity shares of the Company are
listed at "Bombay Stock Exchange (BSE)"
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.
Therefore, the paid up Equity Share Capital stands at Rs 7, 50, 81,000 on 31st March, 2020.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
In accordance with the provisions of the Companies Act, 2013, Mr. Dhirendra Dubey, Director retiring by rotation and being eligible,
offered himself for re-appointment at the ensuing Annual General Meeting.
The term of office of Mrs. Mithla Dubey expired on 26th March 2020. The Board of Directors upon the recommendation of the
Nomination and Remuneration Committee, in its meeting held on 26th June 2020, and subject to the approval of members of the
Company has approved the appointment of Mrs. Mithla Dubey as Non-Executive Director of the Company for a period of five years
with effect from 27th March 2020.
Mrs. Mithla Dubey is 74 years old and is healthy and fit to continue She is generally associated with the Company as Director promoter
and is actively involved in the social areas of the society. Therefore, Board considers that her continued association would be of
immense benefit to the Company.
Necessary information on the Director (s) seeking appointment/ reappointment has been given in the Notice of the ensuing Annual
General Meeting.
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 fulfill
the conditions of independence as specified in the Act and the Rules made thereunder and are independent of the management. There has
been no change in the circumstances affecting their status as Independent Directors of the Company.
The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in
the fields of science and technology, digitalisation, human resources, strategy, auditing, tax and risk advisory services, financial
services, corporate governance, etc. and that they hold highest standards of integrity.
Kilpest India Limited 21
CIN:L24211MP1972PLC001131
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.
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. Ram Kuber Dubey ; Chairman & Managing Director
2. Mr. Dhirendra Dubey ; Whole Time Director
3. Mr. Nikhil Kuber Dubey ; CFO & Whole Time Director
4. Mrs. Navneet Kaur- Company Secretary
EMPLOYEE STOCK OPTION SCHEME:
At present, the Company is not having any Employee Stock Option Scheme.
STATUTORY AUDITORS:
Pursuant to provisions of Section 139 of the Companies Act, 2013read with the Companies (Audit and Auditors) Rules, 2014, In the 45th
Annual General Meeting held on 25th September 2017, M/s Baheti & Co, Chartered Accountants (Firm Registration No. 006287C)
were appointed as Statutory Auditors of the Company to hold office until the conclusion of 50th Annual General Meeting at such
remuneration and out of pocket expenses, as shall be fixed by the Board of Directors of the Company. The Ministry of Corporate Affairs
has vide notification dated 7th May 2018 obliterated the requirement of seeking Member's ratification at every AGM on appointment of
Statutory Auditors.
The Audit Report of M/s Baheti & Co on the Financial Statements of the Company for the Financial Year 2019-2020 is a part of the
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 Auditor's Report for the
financial year ended 31st March 2020 does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITOR:
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, 2020. The Secretarial Audit
Report for the Financial Year ended 31st March, 2020 is annexed as Annexure IV and does not contain any qualification, reservation,
adverse remark or disclaimer
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 has appointed Mr. Rahul Jain, Chartered Accountant to conduct internal audit for the Company for
FY 2019-20
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 results for the year ended 31stMarch 2020 have been prepared in accordance with IND AS prescribed under Section 133 of
the Companies Act,2013 and other GAAP in India.
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.
Kilpest India Limited 23
CIN:L24211MP1972PLC001131
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, work
performed by the Internal, Statutory, and Secretarial Auditors, and the reviews performed by Management and the relevant Board
Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate
and effective during FY 2019-20.
The Statement of the Directors' Responsibility on Annual Accounts of the Company referred to in clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013 shall state that-
1. That in preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
2. That directors had selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent , so as to give a true and fair view of the state of affairs of the Company at the end of the financial year
and of profits and loss of the Company for that period;
3. That 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 assets of the Company and for preventing and detecting fraud and other
irregularities;
4. That the directors had prepared Annual Accounts on a going concern basis; and
5. The directors, 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. The directors 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.
ACKNOWLEDGEMENT:
The Directors hereby acknowledge the dedicated and loyal services rendered by the employees of the Company during the year. They
would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year
from bankers, financial institutions, Government authorities, business partners, shareholders and other stakeholders without whom the
overall satisfactory performance would not have been possible.
FOR AND ON BEHALF OF THE BOARD
PLACE: BHOPAL
R.K.DUBEY
DATE: 14/08/2020 CHAIRMAN & MANAGING DIRECTOR
Kilpest India Limited 26
CIN:L24211MP1972PLC001131
[Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
I CIN L24211MP1972PLC001131
ii Registration Date 27-05-1972
iii Name of the Company KILPEST INDIA LIMITED
HOLDING/
% OF APPLICABLE
Sl Name & Address of the SUBSIDIARY
CIN/GLN SHARES SECTION
No Company ASSOCIATE
HELD
1 M/S 3B BLACKBIO U24232MP2010PTC024717 SUBSIDIARY 87.45 2(87)
BIOTECH INDIA LIMITED
7-C, INDUSTRIAL
AREA,GOVINDPURA,BHOP
AL-462023.
c) Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance
with the criteria laid down in this policy.
d) To carry out evaluation of every Director's performance.
e) To recommend to the Board the appointment and removal of Directors and Senior Management
f) To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior
Management.
g) Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance
is clear and meets appropriate performance benchmarks.
h) To devise a policy on Board diversity.
i) To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory
notification, amendment or modification, as may be applicable.
j) To perform such other functions as may be necessary or appropriate for the performance of its duties.
VII. APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT
Appointment criteria and qualifications:
1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for
appointment as Director, KMP or at Senior Management level and recommend to the Board his/her appointment.
2. A person should possess adequate qualification, expertise and experience for the position he/she is considered for
appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a
person are sufficient/ satisfactory for the concerned position.
Term / Tenure:
1. Managing Director/Whole-time Director/Manager (Managerial Person):
- The Company shall appoint or re-appoint any person as its Managerial Person for a term not exceeding five years at a time.
No re-appointment shall be made earlier than one year before the expiry of term.
2. Independent Director:
- An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company
and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such
appointment in the Board's report.
- No Independent Director shall hold office for more than two consecutive terms, but such independent Director shall be
eligible for appointment after expiry of three years of ceasing to become an Independent Director.
Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated
with the Company in any other capacity, either directly or indirectly.
- At the time of appointment of Independent Director it should be ensured that number of Boards on which such
Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies
as an Independent Director in case such person is serving as a Whole-time Director of a listed Company or such other
number as may be prescribed under the Act.
Evaluation:
The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management at regular interval (yearly).
Removal:
Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made there under or under any other
applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal
of a Director, KMP or Senior Management subject to the provisions and compliance of the said Act, rules and regulations.
Retirement:
The Director, KMP and Senior Management shall retire as per the applicable provisions of the Companies Act, 2013 and the
prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the
same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.
Kilpest India Limited 42
CIN:L24211MP1972PLC001131
To,
The Members,
M/s Kilpest India Ltd,
7-C, Industrial Area,
Govindpura,
BHOPAL - 462023
Our Secretarial Audit Report of even date is to be read along with this letter.
Management 's Responsibility
1. It is the responsibility of the management of the company to maintain secretarial records, devise proper systems to
ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are
adequate and operate effectively.
Auditor's Responsibility
2. Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the
company with respect to secretarial compliances.
3. We believe that audit evidence and information obtained from the Company's management is adequate and
appropriate for us to provide a basis for our opinion.
4. Where ever required, we have obtained the management's representation about the compliance of laws, rules and
regulations and happening of events etc.
Disclaimer
5. The secretarial Audit Report is neither an assurance as to the future viability of the company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the company
To,
The Members,
3B BLACKBIO BIOTECH INDIA LIMITED
7-C, Industrial Area,
Govindpura,
BHOPAL - 462023
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by 3B Blackbio Biotech India Limited, (hereinafter called the "Company"). Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances
and expressing our opinion thereon.
Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records
maintained by the Company and also the information provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the
audit period covering the financial year ended on 31st March, 2020, complied with the statutory provisions listed
hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in
the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the
Company for the financial year ended on 31st March, 2020 according to the provisions of:
1. The Companies Act, 2013 ('the Act') and the rules made there under;
2. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;
3. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
4. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign
Direct Investment, Overseas Direct Investment and External Commercial Borrowing
5. Other Laws applicable to the Company;
a) The Hazardous Wastes (Management and Handling) Rules 1989;
b) The Insecticide Act, 1968;
c) Factories Act, 1948 and Rules made there under
d) Payment of Bonus Act 1965, & Rules, 1965
e) Maternity Benefit Act 1961 & Rules
f) Employees Compensation Act, 1923 & Rules.
g) Minimum Wages Act, 1948, M.W(C) Rules, 1950
h) Child Labour (P&R) Act 1986 & Rules.
I Air(Prevention and Control of Pollution) Act 1981
j) Water(Prevention and Control of Pollution) Act 1974
k) Payment of Wages Act 1936
l) Employees State Insurance Act 1948
m) Employees PF & Miscellaneous Provisions Act 1952
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To,
The Members,
3B BLACKBIO BIOTECH INDIA LIMITED
7-C, Industrial Area,
Govindpura,
BHOPAL - 462023
Our Secretarial Audit Report of even date is to be read along with this letter.
Management 's Responsibility
1. It is the responsibility of the management of the company to maintain secretarial records, devise proper systems to ensure
compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate
effectively.
Auditor's Responsibility
2 Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the company with
respect to secretarial compliances.
3. We believe that audit evidence and information obtained from the Company's management is adequate and appropriate for us to
provide a basis for our opinion.
4. Where ever required, we have obtained the management's representation about the compliance of laws, rules and
regulations and happening of events etc.
Disclaimer
5. The secretarial Audit Report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the company
TECHNOLOGY ABSORPTION
EFFORTS MADE IN TECHNOLOGY ABSORPTION
FORM B
FORM FOR DISCLOSURE OF PARTICULARS WITH REGARD TO ABSORPTION
RESEARCH & DEVELOPMENT
1. Specific areas in which R&D carried out by the company:
a) Standardization of new protocol for large scale cultivation of antagonistic fungus Trichoderma viride through solid state
fermentation.
b) Optimization of production of Gibberellic acid from Fusarium moniliforme through solid state fermentation.
c) Production, isolation, purification and characterization of novel antifungal compounds from Streptomyces species.
d) Production of miticidal compounds (avermectins) from Streptomyces species through submerged fermentation.
e) Development of antifungal biocontrol agent Bacillus subtilis for management of fungal borne diseases of agriculturally
important crops.
f) Production of liquid protein hydrolysate plant growth stimulator and fertilizer.
g) Development of new parameters PCR based rapid disease diagnosis methods and kits.
h) Development of mosquito larvicidal formulation based on Bacillus thuringiensis.
2 Benefits derived as a result of the above R&D:
a) New method for production of Trichoderma viride through solid state fermentation was adopted for cultivation as a result of
which sales volume was increased.
b) Method for production of Gibberellic acid from Fusarium moniliforme is standardized.
c) Complete process for production and extraction of antifungal compounds from actinomycetes has been optimized.
d) An effective antifungal formulation based on Bacillus subtilis is ready for commercial production.
e) Production of Liquid protein hydrolysate was stated and presently being commercialized as Fytozyme.
f) Mosquito larvicidal formulation based on Bacillus thuringiensis was standardized.
g) Chelated microfertilizer (Zinc-EDTA) has been development followed by field trials.
h) PCR based disease diagnosis has already been started at our Research Center.
3 Future plan of action:
a) Commercialization of Gibberellic acid based products for crops.
b) Commercialization of Bacillus subtilis based fungal antagonistic formulation for crops.
c) Commercialization of mosquito larvicidal formulation based on Bacillus thuringiensis israelensis.
d) Establishment of joint venture with national and international companies for making rapid progress in biotechnology.
4 . Expenditure on R&D
31-03-2020 31-03-2019
a) Capital 0 0
b) Recurring 18,87,640 18,29,997
c) Total 18,87,640 18,29,997
d) Total R&D expenditure as a percentage 1.40% 1.51%
of total turnover
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TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
1. Efforts, in brief, made towards technology : Innovations made in manufacturing processes.
absorption, adaptation and innovation : New Products launched
: Existing Products improved.
2. Benefits derived as a result : Improved productivity and process efficiencies.
of the above efforts : Sales volume increased.
: Customer trust company's products.
: Brand image improved.
3. There is no imported technology involved this year.
Total foreign exchange used
2019-2020 2018-2019
1 Foreign Exchange Earnings 2,21,62,509 1,94,95,919
2 Foreign Exchange Outgo NIL NIL
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Information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014]
I Ratio of the remuneration of each director S.No Name of Director(s) Ratio of Remuneration of
to the median remuneration of the Each Director to the
employees of the Company for the Median Remuneration
Financial Year
01. Mr. Ram Kuber Dubey 4.08
v Average percentile increase already made No increase during the Financial Year.
in the salaries of employees other than the
managerial personnel in the last financial
year and its comparison with the
percentile increase in the managerial
remuneration and justification thereof and
point out if there are any exceptional
circumstances for increase in the
managerial remuneration
Notes:
1. The Remuneration of Independent Directors is sitting fees paid to them for the financial year 2019-20
2. Median remuneration of the company for all its employees is Rs. 190968 for the F.Y 2019-20.
3. The median remuneration of those employees has been taken who has worked for the whole F.Y 2019-20.
Kilpest India Limited 55
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Shri Ram Kuber Dubey Chairman & NIL NIL NIL NIL Related to
DIN: 00872672 Mg.Director Dhirendra Dubey,
Nikhil Kuber Dubey,
Mithla Dubey
Shri Dhirendra Dubey Executive NIL NIL 3 NIL Related to
DIN: 01493040 Director Ram Kuber Dubey,
Nikhil Kuber Dubey,
Mithla Dubey
Shri Nikhil Kuber Dubey Executive Related to
DIN: 00538049 Director NIL NIL 2 NIL Ram Kuber Dubey,
Dhirendra Dubey,
Mithla dubey
Smt. Mithla Dubey Related to
DIN: 03597415 Director NIL NIL NIL NIL Ram Kuber Dubey,
Dhirendra Dubey,
Nikhil Kuber Dubey
CA Shabbar Husain Non Executive NIL 3 3 NIL
DIN: 02423696 Independent
Director
Shri.Abdul Moin Khan Non Executive NIL NIL 1 NIL
DIN: 07918067 Independent
Director
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All Independent Directors of the Company have been appointed as per the provisions of the Act and Listing Regulations. Every
Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the
Board in every financial year, gives a declaration that he meets the criteria of independence as provided under law.
Evaluation of Board Effectiveness:
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
2019-20.
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.
Familiarization programmes for Board Members:
The Company has an orientation programme upon induction of new Directors, as well as other initiatives to update Directors on a
continuous basis. The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to
familiarize with the Company's procedures and practices.
The Company also has an ongoing familiarization programme for its Independent Directors, with the objective of familiarizing them
with the Company, its operations, strategies and business model, nature of the industry and environment in which it operates, functions,
policies and procedures of the Company and its subsidiaries, the regulatory environment applicable to it, projects undertaken by the
Company and also the roles, rights and responsibilities of Independent Directors so as to gain a clear understanding of their roles, rights
and responsibilities for the purpose of contributing significantly towards the growth of the Company. The Board is provided with all the
documents required and/or sought by them to have a good understanding of the Company, its business model and various operations and
the industry of which it is a part.
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.
Meetings of Independent Directors: One meeting of Independent Directors was held during the year on 11th February 2020. All the
Independent Directors were present at the meeting. At the Meeting, the Independent Directors:
Reviewed the performance of Non-Independent Directors and the Board as a whole;
Reviewed the performance of the Chairman of the Company, taking into account the views of the Managing Director and Non
Executive Directors; and
Assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is
necessary for the Board to effectively and reasonably perform its duties.
Skills, Expertise and Competencies of the Board:
Pursuant to provisions in sub-para 2(h) of Part C of Schedule V of the Listing Regulations, given below is the list of core skills,
expertise/competencies that the Company's Board has identified as particularly valuable to the effective oversight and functioning of the
Company:
Leadership Experience &Business Dynamics: Leadership experience in managing companies, understanding of business
dynamics, across various markets, industry experience including its entire value chain and regulatory jurisdictions.
Strategy and Planning: Appreciation of long-term trends, strategic choices and experience in guiding and leading management
teams to make decisions in uncertain environments. Experience in Human Resources and Communication.
Corporate Governance: Experience in developing good governance practices, serving the best interests of all stakeholders,
maintaining board and management accountability, building long-term effective stakeholder engagements and driving corporate
ethics and values.
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A chart or matrix setting out the skills/expertise/competence of the Directors is given below:
Dhirendra Dubey
Mithla Dubey
Shabbar Hussain
Confirmation as regards independence of Independent Directors: In the opinion of the Board of Directors of the Company, the existing
Independent Directors fulfills the conditions specified in the SEBI Listing Regulations and are Independent of the Management.
Reasons for resignation of Independent Director before the expiry of term, if any: Not Applicable
ii) Meeting of the Board of Directors:-
The Board meets at regular intervals to discuss and decide on business strategies/policies and review financial performance of the
Company.
At Board Meetings, the Managing Director apprises the Board on the overall performance of the Company to The Board also, inter alia,
reviews the strategy, annual business plan and capital expenditure budgets, quarterly, half-yearly and annual financial results,
compliance reports on all laws applicable to the Company, people process matters, minutes of Board Meetings of subsidiaries and
minutes of Meetings of Committees of the Board. In addition, the Board is kept informed of all major events.
The Board of directors provides the strategic direction and thrust to the operations of the company. During the period under review, 10
Board Meetings were held; on 3rd May 2019, 23rd May 2019,13th June 2019, 17th June 2019,29th July 2019, 12th September
2019,11th November 2019, 15th January 2020,11th February 2020 and 4th March 2020 .The Forty Seventh Annual General Meeting
was held on 25th September, 2019. The Board reviews the performance of the Company vis-à-vis budgets/targets.
Attendance of each Director at Board Meeting and Annual General Meeting (AGM) was as follows:-
S.No. Name of Director No. of Board Meetings attended Attendance at AGM held on 25-09-2019
C. DETAILS OF REMUNERATION PAID TO DIRECTORS DURING THE PERIOD ENDED ON 31ST MARCH, 2020.
The Non-Executive Directors are paid sitting fees for attending each meeting of the Board of Directors and Committees thereof. The
details of the sitting fees paid during the period to the Non-Executive Directors and the remuneration paid to the Executive Directors are
given below:
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S.No. Sitting fees (Incl. Salaries & Allowances Cont. to Provident &
Name of Director
committee Meetings) etc. Superannuation Funds
1 Shri Ram Kuber Dubey 28000 7,80,000 -
2 Shri Dhirendra Dubey 24500 7,20,000 83,808
3 Shri Nikhil Kuber Dubey 28000 7,20,000 -
4 CA Shabbar Husain 14000 - -
5 Smt. Mithla Dubey 28000 - -
6 Shri.Abdul Moin Khan - - -
Compliance Officer
The Company has designated Mrs. Navneet Kaur as its Compliance Officer.
The Committee met once during the year on 10.01.2020 Number of Complaints received and resolved during the year: 0(Zero). There
was no complaint pending at beginning and at close of the year.
The total number of complaints received and replied to the satisfaction of shareholders during the year under review, was NIL. No
request for dematerialization was pending for approval as on 31st March, 2020
iii) NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee ('NRC') functions in accordance with Section 178 of the Act,
SEBI Listing Regulations and its Charter as adopted by the Board. The NRC is responsible for evaluating the balance of skills,
experience, independence, diversity and knowledge on the Board and for drawing up selection criteria, ongoing succession planning and
appointment procedures for both internal and external appointments. Further, the Committee is also responsible for formulating policies
as to remuneration, performance evaluation, Board diversity, etc. in line with the Act and the Listing Regulations.
The Committee is also responsible for recommending to the Board of Directors to review and / or determine and recommend the
remuneration package of the Directors of the Company based on performance and keeping in view applicable provisions of the
Companies Act, 2013 and to perform such other functions as may be necessary or appropriate for the performance of its duties that the
Board may decide from time to time.
The Nomination & Remuneration Committee met on 23-05-2019 .The Chairman of the Nomination and Remuneration Committee was
present at the last AGM held on 25th September 2019
Remuneration Policy: The Company's philosophy for remuneration of Directors, KMP and all other employees is based on the
commitment of fostering a culture of leadership with trust. The Company has adopted a Policy for remuneration of Directors, KMP and
other employees, which is aligned to this philosophy. The Company's Remuneration Policy is provided in the Board's Report.
Non-Executive/Independent Directors' remuneration:
The Non-Executive Directors are paid sitting fees for each meeting of the Board of Directors attended by them of such sum as may be
approved by the Board of Directors with in the overall limits prescribed under the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Other than sitting fees, no other remuneration was paid to Non-Executive Directors for the year 2019-20. The Non- Executive
Independent Director's do not have any material pecuniary relationship or transaction with the Company.
Executive Directors' Remuneration:
The appointment and payment of remuneration to Executive Directors including Managing and Whole Time Directors is governed by
recommendation of Nomination & Remuneration Committee. The remuneration policy is directed towards rewarding performance,
based on review of achievements. It is aimed at attracting and retaining high calibre talent.
Presently Company does not have a scheme for grant of stock options or performance linked incentives for its directors
The Company's Nomination and Remuneration Committee consists of following directors :-
Name of Member Status
Shri Shabbar Husain Chairman
Shri Abdul Moin Khan Member
Shri Dhirendra Dubey Member
Review of Performance and Compensation to Senior Management:
The Nomination and Remuneration Committee reviews the performance of the senior management of the Company. The Committee
ensures that the remuneration to the Key Managerial Personnel and Senior Management involves balanced fixed pay reflecting short and
long term performance objectives appropriate to the working of the Company and its goals.
Service Contracts, Notice Period and Severance Fees:
The employment of Managing Director/Whole Time Directors shall terminate automatically in the event of his ceasing to be a Director
of the Company in the General Meeting and/or in the event of his resignation as a Director of the Company and subsequent resignation
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by the Board and no severance fees is payable to the Managing Director. Notice period shall be as per the appointment letter/contract
entered at the time of joining.
E. GENERAL BODY MEETING :
Particulars of the last Three Annual General Meeting (AGM) of the company have been held at the following places in the last three
years:-
Annual General Venue Date Special Resolution
Meeting (AGM) Passed
45th M/s Kilpest India Ltd., 25-09-2017 –
Regd. Office,
7-C, Industrial Area,
Govindpura, Bhopal-
462023 at 11:30 AM
46th -Do- 25-09-2018 –
47th -Do- 25-09-2019 4
All resolutions moved at the last AGM were passed by the requisite majority of shareholders.
No Extra Ordinary General Meeting of the shareholders was held during the year. During the year under review, no resolution was put
through by Postal Ballot. Further, no special resolution is being proposed to be passed through Postal Ballot.
F. DISCLOSURES
i) There are no transactions of material nature with Directors/Promoters or any related entity, which will have any potential
conflict with the interests of the company at large.
Related Party Disclosures as per AS-18, issued by the Institute of Chartered Accountants of India, for the year ended on 31st March
2020,
A. Relationships:
i. Key Managerial Personnel and Relatives:-
a) Shri Ram Kuber Dubey, C & MD
b) Shri Dhirendra Dubey , Whole Time Director
c) Shri Nikhil Kuber Dubey , Whole Time Director
d) Smt. Mithla Dubey, Director
e) Smt. Anamika Dubey
f) Smt. Madhulika Dubey
ii. Enterprises over which key managerial personnel and/or their relives have significant influence:
a) M/s Ram Kumar Dhirendra Kumar HUF
Compliance status with mandatory and non mandatory requirements pursuant to the provisions of Listing Regulations:-
Mandatory Requirements: The Company has complied with all the mandatory requirements pursuant to the provisions of Listing
Regulations.
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10
RAM KUBER 194700 2.59
DHIRENDRA KUMAR
Plant Location:
7-C, Industrial Area, Govindpura, Bhopal - 462 023 (M.P.)
Address for Correspondence for Shareholders :
REGD.OFFICE REGISTRAR & TRANSFER AGENT
Kilpest India Limited M/s Adroit Corporate Services Pvt.Ltd,
7-C, Industrial Area 19/20, Jafferbhoy Industrial Estate,
Govindpura, 1st Floor, Makwana Road
A -I& 2& &
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We hereby certify that on the basis of the review of the financial statements and the cash flow statement for the financial year ended 31st
March, 2020 and that to the best of our knowledge and belief:
1. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be
misleading;
2. These statements together present a true and fair view of the Company's affairs and are in compliance with existing
accounting standards, applicable laws and regulations;
We hereby certify that, to the best of our knowledge and belief, no transactions entered into during the year by the Company are
fraudulent, illegal or violative of the Company's Code of Conduct.
We accept responsibility for establishing and maintaining internal controls for financial reporting and have evaluated the effectiveness
of internal control systems pertaining to financial reporting and have disclosed to the auditors and the Audit Committee, deficiencies in
the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify
these deficiencies.
We have indicated to the Auditors and the Audit Committee:
1. There has not been any significant change in internal control over financial reporting during the year under reference;
2. There has not been any significant changes in accounting policies during the year under reference; and
3. We are not aware of any instance during the year of significant fraud with involvement therein, if any, of the management or
an employee having a significant role in the internal control system over financial reporting.
3B BlackBio Biotech India Limited was established in 2010 with the vision of indigenously developing "Molecular Diagnostic tests"
which is in-line with Hon'ble Prime Minister's "Make in India" theme and kits are developed and validated to International standards &
Reference material. Being an import substitution product it helps country save precious foreign exchange and builds confidence in the
medical fraternity for Indian products. 3B BlackBio Biotech India Limited is already the first company to have launched India's first
home made test for last virus pandemic of H1N1, commonly known as Swine Flu. In fact, till now, 3B BlackBio Biotech is the only
company to have developed the swine flu test based on National (NCDC) & International guidelines, validated by NIV Pune and is
CDSCO certified. With the launch of COVID-19, 3B BlackBio Biotech once again shows its potential as a "Make in India" company to
handle such pandemics without being dependent on foreign test. It shows its commitment to India's population and the Indian economy
by developing world-class molecular test in India itself.
3B BlackBio BiotechIndia Ltd., achieved this growth through new and existing tests in diagnostics segment which caters to infectious
diseases and oncology markets. Whereas there has been steady growth in the existing portfolio of infectious diseases markets, a surge in
revenues has been observed with newly launched tests in oncology market. Unlike infectious diseases tests which are season dependent,
oncology segment offers a steady growth throughout the year. Additionally, infectious disease segment attracts huge competition from
foreign as well as domestic players; on the other hand oncology segment is still a new and upcoming segment with few serious
competitors.
Adding to the results we have observed high growth in oncology segment in addition to steady growth in our existing portfolio of
infectious diseases tests. We are launching more tests in the coming FY 20-21 which will add to our growth.
Companies product are Import Substitution as they are replacing foreign imported products, Company successfully launched TRUPCR
H1N1 (Swine flu) detecting kit, recently, which was approved by NIV(National Institute of Virology) Pune.
On customer relations, we are now trusted and preferred business partners with national hospitals and labs. We are also getting enquiries
from overseas. We are confident of expanding to international markets and achieving reasonable numbers in FY 20-21.
On building internal strength of the organization we are looking at our current growth which comes from our customer's trust, we have
invested into R & D infrastructure and have hired some new talents to increase production capacities.
Further to above, 3B BlackBio's R&D under advanced stage of development are very strong, key parameters from Oncology to Blood
Screening Kits and being successfully launched continuously and are being marketed under registered Brand TRUPCR.
With more parameters fully commercialized in 2020-21 the top line and bottom line will show a speedy growth.
(b) Outlook & Opportunities
Industry offer moderate opportunity for growth, due to increase in use of Agro chemicals by farmers and due to intensive farming of
Pest prone crops like cotton, Chili, Paddy, Soyabean etc., subject to vagaries of monsoon.
Good export potential to adjoining countries exists, which has to be tapped and company is continuously getting new products registered
in these countries to encash this opportunity.
For Molecular Diagnostic Market it is in the nascent stage in India and lot needs to be done to put molecular diagnosis in the routine
diagnostic protocol, like awareness, development of infrastructure etc. Currently, the molecular diagnostic market is dominated by
multinationals and highly metro centric. But with launch of cheaper indigenous kits and putting of new PCR diagnostic centers in
smaller towns, the reach to people will increase along with awareness, which will spark huge growth potential in coming year. The
subsidiary company's business has scaled up well and its diagnostics kits of several parameters are in good demand among the
customers. 3B BlackBio Biotech India Limited will soon be launching further new diagnostics kits in Oncology and Infections sector
which are being demanded by the existing customers.
(c) Risk and concerns
The Industry is depended on monsoon and pest attack. With global warming weather pattern is becoming unpredictable, which is a risk.
Agrochemical sector is monsoon dependent, but as your company is covering a wide geographic area and multiple crop products this
vagary is warded off to quite a lot extent.
To some extent the ill effect can be ward off by focusing on irrigated areas, institutional business / warehousing corporation / public
health program / exports.
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Development of Molecular diagnostic market / Life Sciences is a slow process, as it requires investments to create new set ups / convince
existing customers with free samples to switch there supplier and brand establishing by word of mouth. Thus, one needs to exist for a
long time period in this market to reap the rewards.
(d) Internal control Systems and their adequacy:
The company has an elaborate system of internal controls to ensure optimal utilization of company's resources and protection thereof,
facilitating accurate and speedy compilation of accounts and management information reports and compliance with laws and
regulations. The company has a well defined organization structure, authority levels and internal guidelines and rules for conducting
business transactions. The internal Auditors' and company's internal audit department conduct regular audits to ensure adequacy of
internal control system, adherence to management instruction and compliance with laws and regulations of the country as well as to
suggest improvements.
(e) Discussion on financial performance with respect to operational performance
Agrochemical Industry is facing challenging times currently due to back to back drought year and tough market conditions. Crop yields
have been impacted and farmer's net realization is also affected badly. The Company's Sales for the FY 2019-20 stood at Rs 1351.17 lac
slightly higher by 11.78% as compared to FY 2018-19 which was Rs 1208.74 lac. The Net Profit stands at Rs 61.39 lac which is
substantially higher by 42.87% as compared to last year which was Rs 42.97 lac.
To ward off the risk of monsoon and dropping agro-products prices, the company has been increasing its focus on Public Health
Business and Export. These two areas will help in warding off the risks associated with agricultural business.
However, this year hopefully the agricultural business will do well as several forecasts have predicted good monsoon. This year will end
the back to back drought faced from the last three years by the industry.
The subsidiary has made a wide range of diagnostic kits ranging from infectious diseases to oncology, which are being accepted by big
names customers in diagnostic market. In times to come this subsidiary would become a market leader.The Subsidiary company has
become a market leader in India. Subsidiary (Molecular Diagnostic Business) sales grew by 38.97% from 1118.93 lacs to 1536.29 lacs
and EBITDA grew from Rs 676.81 lac to Rs 975.37 lacs ; PAT grew from Rs 481.19 lac to Rs 707.34 lacs
(f) Human Resources
The Company firmly believes that Human Resources and knowledge capital are vital for business success and creating value for
stakeholders. The Company recognizes the fact that people drive business success, strengthening its efforts to build leadership at all
levels. The industrial relations at both the units have remained quite cordial with total dedicated efforts from employees.
The total number of employees as on 31st March, 2020 was 47.
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We have examined the compliance of conditions of Corporate Governance by Kilpest India Limited, for the year ended on 31st March
2020, as stipulated in applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations,2015 ('Regulations').
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examinations were limited to
procedures and implementation thereof, adopted by the Company for ensuring compliance of the conditions of the Corporate
Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied
with the conditions of Corporate Governance as stipulated in applicable provisions of the Regulations.
We further state that such compliance is neither an assurance as to future viability of the Company nor of the efficiency or effectiveness
with which the management has conducted the affairs of the Company.
(DEEPAK BAHETI)
PARTNER
Firm Registration No. 006287C
Membership No. 075063
Kilpest India Limited 74
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As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control
Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances. Under section 143(3)(If the Act, we are also responsible for expressing our opinion on whether the Company has
adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by the management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may
cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the
financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the
economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate
the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the
audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's
report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1) As required by the Companies (Auditor's Report) Order, 2016 ("the Order"), as amended, issued by the Central Government of India
in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs
3 and 4 of the Order.
2) As required by section 143 (3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge belief were necessary for
the purpose of our audit.
b. In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our
examination of those books.
c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in
Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of accounts.
d. In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under section 133 of
the Act.read with of the Companies (Accounts) Rules, 2015 as amended.
Kilpest India Limited 76
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e. On the basis of written representations received from the directors as on March 31, 2020 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2020 from being appointed as a director in terms of Section
164 (2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate Report in "Annexure B".
g. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financial position.
ii. The Company did not have any long- term contracts including derivative contracts for which there were any material
foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the
Company.
Deepak Baheti
PARTNER
Membership No: 075063
Place: Bhopal.
Date: 14-08-2020
Kilpest India Limited 77
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15) In our opinion and according to the information and explanation given to us, the company has not generally entered into any
non-cash transactions with its directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the
Order is not applicable to the Company.
16) In our opinion and according to the information and explanation provided to us Company is not required to be registered under
section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order is not
applicable to the Company.
Deepak Baheti
PARTNER
Membership No: 075063
Place: Bhopal
Date: 14-08-2020
Kilpest India Limited 79
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“Annexure B” to the Independent Auditor's Report of even date on the Standalone Financial Statements of Kilpest India
Limited
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013
(“the Act”)
We have audited the internal financial controls over financial reporting of Kilpest India Limited (“the Company”) as of March 31, 2020
in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control
over financial reporting criteria established by the Company considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance note) issued by the Institute of
Chartered Accountants of India”. These responsibilities include the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for 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, as required under the Companies
Act, 2013.
Auditors' Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We
conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the
“Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies
Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and,
both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls
over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over
financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining
an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on
the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud
or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Company's internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a
material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the
internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Kilpest India Limited 81
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FORTY EIGHT ANNUAL REPORT 2019-2020
Standalone Balance Sheet as at 31st March, 2020
Kilpest India Limited 82
CIN:L24211MP1972PLC001131
FORTY EIGHT ANNUAL REPORT 2019-2020
2020
For the year ended For the year ended
Particulars Schedule
31st March 2020 31st March 2019
INCOME
Revenue
Revenue From Operations 13,51,16,942 12,08,74,260
Other Income 1,40,31,643 76,37,202.00
TOTAL INCOME (I) 14,91,48,585 12,85,11,462
EXPENSES :
Cost of material and components consumed O 10,19,69,647 8,84,52,629
Changes in inventories of Finished Goods P (5,44,120) (23,43,345)
152,19,350 1,45,19,119
Finance cost Q 33,42,067 46,27,522
Depreciation and Amortization Expenses 21,54,970 28,94,132
Other Expenses R 2,08,67,884 1,59,46,416
Adjustment for:
Inventories
Trade & other receivables
Trade payables & other liabilities
Cash generated from operations
Income tax paid
Net Cash Used/ Available From Operating Activities(-a)
Schedules annexed to and forming part of the Balance sheet as on 31st March 2020
As at 31st As at 31st
Particulars
March 2020 March 2019
SCHEDULE 'A'
EQUITY SHARE CAPITAL No. of Shares No. of Shares
AUTHORIZED SHARE CAPITAL
Equity share of Rs.10 each 15000000 15,00,00,000 15000000 15,00,00,000
Issued Subscribed & Paid-up
Equity share of Rs.10 each 7508100 7,50,81,000 6408100 6,40,81,000
Fully Paid up
Less : Call in Arrers 1.68.000 1.68.000
Out of above , 7,50,000 bonus share of Rs.10/- each
were allotted during the year 1994-95 by capitalization
of Revaluation Reserve and General Reserve.
TOT AL 7,49,13,000 6,39,13,000
SCHEDULE 'B'
RESERVES AND SURPLUS
Share Premium Account
Share as per last year 58,52,556 58,52,556 58,52,556
Add:-during the year 8,25,00,000 8,83,52,556 0.00
GENERAL RESERVE
Balance as per last year 9,37,000
6,50,854 6,50,854
PROFIT & LOSS ACCOUNT
6,50,854
4,09,67,140
4,29,75,336 4,20,68,699
TOT AL 13,29,15,746
9,24,07,550 9,35,09,109
SCHEDULE 'C'
LONG TERM BORROWINGS
(a) Term Liability
(i) Vehicle Loan from SBI 4,60,932 6,17,343
(ii) Vehicle Loan from ICICI 3,01,323 4,79,583
7,62,225 10,96,926
(b) Deposit (un-secured)
(i) From Directors 1,38,64,041 2,02,77,207
(ii) From Other – 1,38,64,041 – 2,02,77,207
As at 31st As at 31st
Particulars
March 2020 March 2019
SCHUDULED 'D'
SHORT TERM BORROWINGS
(A) Loans Repayable on Demand
(i) From bank
Cash Credit from State Bank of India 2,05,76,459 4,05,18,988
secured by hypothecation of inventories
SCHEDULE 'E'
TRADE PAY ABLE
SCHEDULE 'F'
OTHER CURRENT LIABILITIES
Unpaid/Unclaimed Dividend 6,82,030 1,11,568
Taxes payable/Sales Tax Payable 6,25,558 12,548
TOTAL -- 31,95,650
SCHEDULE 'I'
NON-CURRENT INVESTMENTS
(i) SUBSIDIARY - UNQUOTED 3,59,85,000 59,85,000
8,98,500 Equity Share (Previous Y ear 5,98,500 Equity Share)
of Rs.10/- Each -fully Paid-up in 3B BLACKBIO
BIOTECH INDIA LIMITED,BHOP AL
(ii) Preference Share Warrant of 3B Black Bio Biotech India Ltd. –-- 75,00,000
(iii) OTHER UNQUOTED 100 100
One Equity Share (Previous Y ear One Equity Share)
of Rs.10/- Each -fully Paid-up in GOVINDPURA
AUDYOGIK KSHETRA PRADUSHAN NIV ARAN KENDRA, BHOP AL
TOTAL 3,59,85,100 1,34,85,100
FORTY EIGHT ANNUAL REPORT 2019-2020
KILPEST INDIA LIMITED
SCHEDULED' H'
FIXED ASSETS- TANGIBLE
Schedules annexed to and forming part of the balance Sheet as on 31st March 2020
GROSS BLOCK DEPRECIATION NET BLOCK
Gross. Sale/ Total Total Total
Addition Provided
Block Transfers Assets Depreciation Dep. Depreciation As on As on
S. No. Particulars during the For the
As on During the As on Upto Adjustment Upto 31-3-2020 31-3-2019
year Y ear
01-4-2019 Y ear 31-3-2020 31-3-2019 31-3-2020
1 2 3 4 5 6 7 8 9 10 11 12
1 Leasehold land 1540000 – – 1540000 0 0 – 0 1540000 1540000
2 Freehold land 3090650 – – 3090650 0 0 – 0 3090650 3090650
3 Factory Building 3554811 80075 – 3634886 2986974 115226 – 3102200 532686 567837
4 Office Building 2093290 – – 2093290 250023 9374 – 259397 1833893 1843267
5 R & D Building 10455441 – – 10455441 2715812 165196 – 2881008 7574433 7739629
6 R & D Equipment 10793633 – – 10793633 6601351 1025395 – 7626747 3166886 4192282
7 Plant & Machinery 9728071 7500 – 9735571 8265070 618209 – 8883278 852293 1463001
8 Pollution Control Equipment 740405 – – 740405 479466 46868 – 526333 214072 260939
9 Electric Installations 532671 – – 532671 506037 0 – 506037 26634 26634
10 Laboratory Equipments 3241809 – – 3241809 3201521 0 – 3201521 40288 40288
11 Air-conditioners & Refrigerators 598703 – – 598703 472425 37898 – 510323 88380 126278
12 Generator 588960 – – 588960 563866 0 – 563866 25094 25094
13 Vehicles 6728306 – – 6728306 6391891 0 – 6391891 336415 336415
14 Office Equipments & Machinery 604888 – – 604888 574638 0 – 574638 30250 30250
15 Computers 1286759 33839 – 1320598 1222421 33223 – 1255644 64954 64338
16 Furniture & Fixtures 970592 11700 – 982292 922062 0 – 922062 60230 48530
17 R & D Furniture & Fixtures 939967 – – 939967 699293 89297 – 788590 151377 240674
18 Tubewell 159469 – – 159469 140558 10937 – 151495 7974 18911
19 R & D Computer 51800 – – 51800 49604 0 – 49604 2196 2196
20 CCTV 52880 – – 52880 21760 3347 – 25108 27772 31120
21 Capital WIP 1000000 985600 0 1985600 0 0 – 0 1985600 1000000
TOTAL 5,87,53,105 11,18,714 0 5,98,71,819 3,60,64,772 21,54,970 0 3,82,19,742 2,16,52,077 2,26,88,333
Figure for the Previous year 5,76,84,291 25,68,814 15,00,000 5,87,53,105 3,31,70,640 28,94,132 0 3,60,64,772 2,26,88,333 2,45,13,651
Kilpest India Limited 87
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FORTY EIGHT ANNUAL REPORT 2019-2020
As at 31st As at 31st
Particulars
March 2020 March 2019
SCHEDULE 'J'
LONG TERM LOANS AND ADV ANCES
As at 31st As at 31st
Particulars
March 2020 March 2019
SCHEDULE 'N'
SHORT TERM LOANS & ADV ANCES
SCHEDULE 'P'
CHANGES IN INVENTORIES OF FINISHIED GOODS
As at 31st As at 31st
Particulars
March 2020 March 2019
SCHEDULE'R'
OTHER EXPENSES
R&D Expenses
Salary & other allowances 18,66,095 17,56,266
Consumption of stores 10,011 18,309
Other expenses 11,534 55,422
Equipment's 5 Years
Furniture 10 Years
(ii) Financial assets at fair value through other comprehensive incomeu A financial asset is subsequently measured at fair value
through other comprehensive income if it is held within a business model whose objective is achieved by both collecting
contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to
cash flows that are solely payments of principal and interest on the principal amount outstanding. The Company has made an
irrevocable election for its investments which are classified as equity instruments to present the subsequent changes in fair value
in other comprehensive income based on its business model.
(iii) Financial assets at fair value through profit or loss: A financial asset which is not classified in any of the above categories is
subsequently fair valued through profit or loss.
(iv) Financial liabilities: Financial liabilities are subsequently carried at amortized cost using the effective interest method, except
for contingent consideration recognized in a business combination which is subsequently measured at fair value through profit
or loss. For trade and other payables maturing within one year from the Balance Sheet date, the carrying amounts approximate
fair value due to the short maturity of these instruments.
Derecognition of financial instruments:
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers
the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial liability (or a part of a financial liability)
is derecognized from the Company's Balance Sheet when the obligation specified in the contract is discharged or cancelled or expires.
Fair value of financial instruments:
In determining the fair value of its financial instruments, the Company uses a variety of methods and assumptions that are based on
market conditions and risks existing at each reporting date. The methods used to determine fair value include discounted cash flow
analysis, available quoted market prices and dealer quotes. All methods of assessing fair value result in general approximation of
value, and such value may never actually be realized.
(j) Depreciation
Depreciation on property, plant and equipment is provided using straight line method based on useful life of the assets prescribed
in Schedule II to the Companies Act, 2013. The residual values, useful lives and methods of depreciation of property, plant and
equipment are reviewed at each financial year end and adjusted prospectively.
B. NOTES TO ACCOUNTS:
1. Previous year figures have been recast and regrouped wherever necessary.
2. In the opinion of the Board, the Current Assets, Loans and Advances are approximately of the value stated if realized in the
ordinary course of business. The provisions of all known liabilities is adequate and not in excess of the amount reasonably
necessary.
3. The provision for Income Tax has been made as per the provisions of the Income Tax Act,1961
4. Amount held in margin accounts with State Bank Of India, Panchanan Bhawan branch, Bhopal is Rs 6,50,796 (Previous year
Rs 11,00,612).
5. Contingent Liabilities:
Particulars 2019 - 2020 2018 - 2019
I) Guarantees given on 30,40,800 57,91,266
behalf of the Company
by Company’s bankers
II) Letters of Credit for 11,78,820 17,38,140
purchase of raw
materials
6. Amount payable to SSI Units exceeding Rs One Lakh beyond a period of 30 days could not be mentioned as necessary
information from all the parties are yet to be received.
7. Expenditure on Scientific Research:-
a) Capital Expenditure - Rs NIL(Previous Year Rs NIL )
b) Revenue Expenditure Rs 18,29,997 (Previous Year Rs 22,56,439)
Kilpest India Limited 93
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8. DIRECTORS REMUNERATION
39,91,190 30,71,329
7. Statement showing calculation of Earnings Per Share as per AS-20 issued by The Institute of Chartered Accountants of India:-
Particulars 2019 – 2020 2018 – 2019
Profit after Tax 61,38,787 42,97,209
Weighted average number of 74,91,300 63,91,300
Equity Shares of Rs 10/- each
Earnings Per Share (Re) 0.82 0.67
(R.K. DUBEY) For Baheti & Co.
Chairman & Mg. Director Chartered Accountants
Place: Bhopal
Date: 14-08-2020
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As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform \
audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control
Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances. Under section 143(3)(If the Act, we are also responsible for expressing our opinion on whether the Company has
adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by the management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions
may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the
financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the
economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate
the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the
audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's
report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1) As required by section 143 (3) of the Act, we report to the extent applicable that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purpose of our audit of the aforesaid consolidated financial statements.
b. In our opinion proper books of account as required by law have been kept by the Company relating to preparation of
consolidated financial statements so far as it appears from our examination of those books;
c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement
dealt with by this Report are in agreement with the books of account maintained for the purpose of preparations of the
consolidated financial statements.
d. In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards prescribed under section
133 of the Act.
e. On the basis of written representations received of group companies from the directors as on March 31, 2020 taken on record by
the Board of Directors, none of the directors of group companies is disqualified as on March 31, 2020 from being appointed as
a director in terms of Section 164 (2) of the Act.
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f. With respect to the adequacy of the internal financial controls over financial reporting of the Group and operating effectiveness
of such controls, refer to our separate Report in "Annexure A" which is based on the auditor's report of the holding company
and the subsidiary company incorporated in India.
g. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The group does not have any pending litigations which would impact its consolidated financial position.
ii. The group does not have any long- term contracts including derivative contracts for which there were any material
foreseeable losses.
2. During the year M/s Kilpest India Limited, Holding company has made preferential allotment of 11, 00,000 equity shares of
Rs. 10 each at premium of Rs. 75 per share to non-promoters and the amount raised has been utilized towards the purpose for
which it was raised.
3. During the year M/s 3B BlackBio Biotech India Limited, Subsidiary Company, has made preferential allotment of 4,00,000
equity shares of Rs. 10 each at premium of Rs. 90 per share to promoters, promoter group entities and non-promoter and the
amount raised has been utilized towards the purpose for which it was raised.
Deepak Baheti
PARTNER
Membership No: 075063
Place: Bhopal
Date: 14-08-2020
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"Annexure A" to the Independent Auditor's Report of even date on the Consolidated Financial Statements of Kilpest India
Limited
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013
("the Act")
We have audited the internal financial controls over financial reporting of Kilpest India Limited holding company and its subsidiary
collectively referred to as group ("the Company") as of March 31, 2020 in conjunction with our audit of the consolidated financial
statements of the Company for the year ended on March 31,2020, We have audited the internal financial controls over financial reporting
of Kilpest India Limited herein referred to as holding company and its subsidiary incorporated in India as of that date.
Management's Responsibility for Internal Financial Controls
The respective Board of Director's of the Holding Company and its Subsidiary are responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria established by these entities considering the
essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
(the Guidance note) issued by the Institute of Chartered Accountants of India". These responsibilities include the design,
implementation and maintenance of adequate internal financial controls that were operating effectively for 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, as required under the Companies Act, 2013.
Auditors' Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We
conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the
"Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies
Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal
financial controls over financial reporting was established and maintained and if such controls operated effectively in all material
respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over
financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining
an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the
auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due
to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Group's
internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a
material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Kilpest India Limited 99
CIN:L24211MP1972PLC001131
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections
of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal
financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and explanation given to us the Group has, in all material respects, an adequate internal
financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively
as at March 31, 2020, based on internal control over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note.
Deepak Baheti
PARTNER
Membership No: 075063
Place: Bhopal
Date: 14-08-2020
Kilpest India Limited 100
CIN:L24211MP1972PLC001131
FORTY EIGHT ANNUAL REPORT 2018-2019
Consolidated Balance Sheet as at 31st March, 2020
31/03/2020 31/03/2019
3,74,42,535 3,71,83,663
19,85,600 10,00,000
12,58,011 25,16,021
Financial Assets
(a) Investments 1,20,00,100 100
(b) Loans 23,21,055 14,04,795
5,50,07,301 4,21,04,579
7,49,13,000 6,39,13,000
24,62,10,256 16,11,26,703
2,14,32,451 25,13,083
Total Equity 34,25,55,707 22,75,52,786
Non Current Liabilities
Financial Liabilities
(a) Borrowings 1,46,26,296 2,13,74,133
Deffered Tax Liablity 95,82,029 1,00,42,800
Other Non Current Liability 1,965 0.000
2,42,10,290 3,14,16,933
I . INCOME
Revenue From Operations 28,87,45,670 23,27,67,405
Other Income 1,59,96,247 74,16,921
TOTAL INCOME (I) 30,47,41,917 24,01,84,326
EXPENSES:
Cost of material and components consumed O 13,26,84,923 11,19,02,366
Changes in inventories of Finished Goods P (87,416) (35,98,543)
Q 2,84,75,525 2,53,39,663
Finance cost 33,42,067 46,27,522
Depreciation and Amortization Expenses 53,64,451 54,76,318
Other Expenses R 3,44,96,375 2,69,22,574
TOTAL EXPENSES (II) 20,42,75,925 17,06,69,900
10,04,65,992 6,95,14,426
Adjustment for:
Depreciation 53,64,451 54,76,318
Interest paid 33,42,067 46,27,522
Profit on sale of fixed assets 50000
10,92,22,510 7,96,18,266
Adjustment for:
Inventories 92,21,040 (1,32,14,015)
Trade & other receivable (2,10,55,310) (2,68,02,717)
Trade payable & other liabilities (28,79,592) 1,19,48,728
Cash generated from operations 9,45,08,648 5,15,50,262
Income tax paid (2,41,04,253) (1,58,52,500)
Net cash used/available from Operating Activities (a) 7,04,04,395 3,56,97,762
Cash & cash equivalents as at 1st April 2019 opening balance 2,17,22,955 38,45,747
Cash & Cash equivalents as at 31st march 2020 closing balance 9,38,30,271 2,17,22,955
Schedules annexed to and forming part of the Consolidated Balance sheet as on 31st March 2020
As at 31st As at 31st
Particulars
March 2020 March 2019
GENERAL RESERVE
Balance as per last year 9,37,000
6,50,854 6,50,854
PROFIT & LOSS ACCOUNT
16,73,07,763 6,50,854
4,09,67,140 10,8159,376
Less : Minority Interest in Net Profit of Subsidiary 1,56,22,743 15,16,85,020 22,23,083 10,59,36,293
3B Black Bio Biotech India Ltd.
TOT AL 24,62,10,256
9,24,07,550 16,11,26,703
SCHEDULE 'C'
LONG TERM BORROWINGS
(a) Term Liability
(i) Vehicle Loan from SBI 4,60,932 6,17,343
(ii) Vehicle Loan from ICICI 3,01,323 4,79,583
7,62,225 10,96,926
(b) Deposit (un-secured)
(i) From Directors 1,38,64,041 2,02,77,207
(ii) From Other – 1,38,64,041 – 2,02,77,207
As at 31st As at 31st
Particulars
March 2020 March 2019
SCHEDULE 'J'
LONG TERM LOAN AND ADV ANCES
(I) Deposit-unsecured, considered goods 23,21,055 14,04,795
TOTAL 23,21,055 14,04,795
SCHEDULE'K'
INVENTORIES
(At cost except otherwise stated-as valued,
TOTAL 19,93,03,607
16,47,99,928 18,48,46,281
SCHEDULE 'M'
CASH AND CASH EQUIV ALENTS
(A) Balance with banks:
(I) Earmarked Bank Balances
Unpaid dividend bank account 10,61,388 4,71,400
(II) Bank Balances held as margin money or as
security against
(i) Letter of Credit 3,53,646 5,21,442
(ii) Other Commitments Gaurantee Margin 2,97,150 5,79,170
(III) Other Bank Balances
(i) Other including balances in current account 7,40,40,110 1,54,42,042
(IV) FDR 1,37,28,947 23,83,117
(V) Security Deposit with Various Agencies 28,45,935 14,12,938
(VI) Investment in Mutual Fund -- 1,20,00,000
(B) Cash on hand 15,03,095 9,12,846
TOTAL 9,38,30,271 3,37,22,955
Kilpest India Limited 107
CIN:L24211MP1972PLC001131
FORTY EIGHT ANNUAL REPORT 2019-2020
Schedules annexed to and forming part of the consolidated Balance Sheet as on 31st March, 2020
As at 31st As at 31st
Particulars
March 2020 March 2019
SCHEDULE 'N'
SHORT - TERM LOAN AND ADV ANCES
As at 31st As at 31st
Particulars
March 2020 March 2019
SCHEDULE'R'
OTHER EXPENSES
During the year, M/s 3B BlackBio Biotech India Limited has issued 4,00,000 equity shares of Rs. 10 each at premium of Rs. 90
per share on preferential basis by converting preferential warrants of Rs. 4,0,000,000. The details of Allottees of Equity Shares
and amount received are as follows:-
6. Amount payable to SSI Units exceeding Rs One Lakh beyond a period of 30 days could not be mentioned as necessary
information from all the parties are yet to be received.
7. Expenditure on Scientific Research:-
a) Capital Expenditure NIL (Previous Year NIL)
b) Revenue Expenditure Rs 18,87,640 (Previous Year Rs 18,29,997)
8. DIRECTORS REMUNERATION
2019-2020 2018-2019
9. The AS17 issued by The Institute of Chartered Accountants of India, regarding Segment Reporting is applicable as the Company
is formulating only agro-chemical based products.
10. Related Party Disclosures as per AS-18, issued by The Institute of Chartered Accountants of India, for the year ended on
31st March,2020:-
(A) Relationships:
I. Key Management Personnel & Relatives:-
a) Shri Ram Kuber Dubey, C & MD
b) Shri Dhirendra Dubey, Whole-time Director
c) Shri Nikhil Dubey, Whole-time Director
d) Smt. Mithala Dubey
e) Smt. Anamika Dubey
f) Smt. Madhulika Dubey
II. Enterprises over which key management personnel and/or their relatives have significant influence:-
a) M/s Ram Kumar Dhirendra Kumar HUF:
Kilpest India Limited 112
CIN:L24211MP1972PLC001131
B) Transactions during the year with related parties in normal course of business and balances at the end of the financial year.
11. Statement showing calculation of Earnings Per Share as per AS-20 issued by The Institute of Chartered Accountants of India:-
Place: Bhopal
Date: 14th August, 2020
Kilpest India Limited 115
CIN:L24211MP1972PLC001131
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