Insecticides India Ltd. — AGM Information 2021

Aug 17, 2021

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Ref: IIL/SE/2021/1708/1 Dated: August 17, 2021

The Manager

Listing Compliance Department BSE Limited (Through BSE Listing Centre) Scrip Code: 532851	Listing Compliance Department National Stock Exchange of India Limited (Through NEAPS) Symbol: INSECTICID

Dear Sirs/Madam,

Sub: Notice of the 24[th] Annual General Meeting (AGM)

This information is being submitted pursuant to Regulation 30 and 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a copy of Notice of 24[th] Annual General Meeting of the Company scheduled to be held on Thursday the 09[th] day of September, 2021 at 03:00 PM IST through Video Conferencing (“VC”) / other Audio Visual mean (“OAVM”), in conformity with the regulatory provisions and Circulars issued by the Ministry of Corporate Affairs, Government of India.

Soft copy of the Notice of the 24th AGM dated June 18, 2021 can be downloaded from the following website link:

• https://www.insecticidesindia.com/wp content/uploads/2021/08/Notice2021.pdf

This is for information and records.

Thanking You,

For Insecticides (India) Limited

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Sandeep Kumar Company Secretary & Chief Compliance Officer

Encl : As Above

th

Notice of the 24 Annual General Meeting

Notice is hereby given that the 24th Annual General Meeting (“AGM”) of the members of INSECTICIDES (INDIA) LIMITED will be held on Thursday, September 09, 2021 at 03.00 p.m IST through Video Conferencing (“VC”) to transact the following businesses:

Ordinary Business:

Item No. 1 – Adoption of Financial Statements

To receive, consider and adopt the Audited standalone and consolidated Financial Statements for the Financial Year ended March 31, 2021 and the Reports of the Board of Directors and Auditors thereon.

Item No. 2 – Con�rmation of payment of Interim Dividend

To con�rm the payment of Interim Dividend of Rs. 2/(Two Rupees only) per equity share of Rs. 10/- (Ten Rupees only) each already paid during the year as the Final Dividend for the �nancial year ended March 31, 2021

“RESOLVED THAT, pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mrs. Nikunj Aggarwal (DIN: 06569091), who retires by rotation, be and is hereby reappointed as a director of the Company”

Special Business:

Item no. 4 – Rati�cation of age of appointment of Mr. Virjesh Kumar Gupta

To consider and if thought �t, to pass the following resolution as Special Resolution:

“RESOLVED that approval of the Company be and is hereby accorded for continuation of Mr. Virjesh Kumar Gupta (DIN: 06382540) as Independent Director of the Company who will attain the age of seventy-�ve years”

Item no. 5 – Rati�cation of remuneration of Cost Auditors for the �nancial year, 2022

Item no. 3 – Appointment of Mrs. Nikuj Aggarwal as a director liable to retire by rotation

To consider and if thought �t, to pass the following resolution as an Ordinary Resolution:

To appoint a Director in place of Mrs. Nikunj Aggarwal (DIN: 06569091) who retires by rotation and, being eligible, seeks re-appointment.

Explanation: Based on the terms of appointment, executive directors are subject to retirement by rotation. Mrs. Nikunj Aggarwal, who was appointed for the present term on May 02, 2018 for the period of �ve years and whose o�ce is liable to retire at the ensuing AGM, being eligible, seeks reappointment. Based on performance evaluation and the recommendation of the nomination and remuneration committee, the Board recommends her reappointment.

Therefore, members are requested to consider and if thought �t, pass the following resolution as an Ordinary Resolution:

"RESOLVED that pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modi�cation(s) or re-enactment(s) thereof, for the time being in force)the remuneration, as approved by the Board of Directors and set out in the Statement annexed to the Notice convening this Meeting, to be paid to M/s Aggarwal Ashwani K & Associates, Cost Accountant, Firm Registration No. 100191 the Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of cost records of the Company for the �nancial year ending March 31, 2022, be and is hereby rati�ed.”

By Order of the Board of Directors For Insecticides (India) Limited

Insecticides (India) Limited

CIN: L65991DL1996PLC083909 401-402, Lusa Tower, Azadpur Commercial Complex, Delhi-110033 investor@insecticidesindia.com

Sd/-

Sandeep Kumar Company Secretary Delhi, June 18, 2021

www.insecticidesindia.com

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Notes:

1. Pursuant to the General Circular nos. 20/2020, 14/2020, 17/2020, 02/2021 issued by the Ministry of Corporate Affairs ("MCA") and Circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 and SEBI/ HO/CFD/CMD2/CIR/P/2021/11 issued by the SEBI (hereinafter collectively referred to as “the Circulars”), companies are permitted to hold of the Annual General Meeting (“AGM”) through VC / OAVM, without the physical presence of the Members at a common venue. Hence, in compliance with the Circulars, the AGM of the Company is being held through VC. In compliance with the provisions of the Companies Act, 2013 ('the Act'), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') and the relevant MCA Circulars, the AGM of the Company would be conducted through VC/OAVM and the deemed venue for the AGM shall be the Registered O�ce of the Company.

2. A statement pursuant to Section 102(1) of the Companies Act, 2013 relating to certain ordinary business and the special businesses to be transacted at the 24th AGM is annexed hereto. All documents referred to in the accompanying Notice and the Explanatory Statement shall be available for inspection electronically. Members seeking to inspect such documents can send an e- mail to investor@insecticidesindia.com

3. The relevant details, pursuant to Regulation 36(3) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 and Secretarial Standard 2 on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking reappointment at this AGM is annexed hereto.

4. 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, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the 24 t h AGM and hence the Proxy Form, Attendance Slip and Route map are not annexed to this Notice.

5. Members attending the AGM through VC shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

6. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

7. 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 through VC on its behalf and to vote through re m ote e -vot i n g . T h e s a i d R e s o l u t i o n / Authorization shall be sent to the Scrutinizer by email through its registered e-mail address to akashguptacs86@gmail.com with a copy marked to investor@insecticidesindia.com and upload on relevant section at www.evotingindia.com

8. In compliance with the aforesaid MCA Circulars and SEBI Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated 12thMay, 2020, Notice of the AGM along with the Annual Report, including Financial statements, Directors' Report, 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 and Annual Report will also be a v a i l a b l e o n t h e C o m p a n y ' s w e b s i t e www.insecticidesindia.com, website of stock exchanges i.e., BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com and on the website of Central D e p o s i to r y S e r v i ce s ( I n d i a ) L i m i te d at www.evotingindia.com.

9. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from, April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company's Registrars and Transfer Agents, Alankit Assignments Limited (“AAL”).

10. To support the 'Green Initiative', Members who have not yet registered their e-mail addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with AAL in case the shares are held by them in physical form.

11. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-

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• mail address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to AAL in case the shares are held by them in physical form.

• The Register of directors and key managerial personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, will be available electronically for inspection by the members during the AGM. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM, i.e. September 09, 2021. Members seeking to inspect such documents can send an e-mail at

• investor@insecticidesindia.com.

• Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company on or before September 02, 2021 through e-mail on investor@insecticidesindia.com. The same will be replied by the Company suitably.

• Members are requested to note that, dividends if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (“IEPF”). The shares in respect of such unclaimed dividends are also liable to be transferred to the DEMAT account of the IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline. The due date for transfer of unclaimed / unpaid divided or shares to IEPF is available on the website of the company at -

https://www.insecticidesindia.com/wp content/uploads/2021/07/LOS_2021.pdf The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority i n w e b F o r m N o . I E P F - 5 a v a i l a b l e o n www.iepf.gov.in

  - th

1. At the 20 AGM held on August 08, 2017 the members approved appointment of Joint Auditors M/s SS Kothari Mehta & Co., Char tered Accountants (Firm Registration No. : 000756N) and Devesh Parekh & Co., Chartered Accountants (Firm

2. Registration No. :013338N)as Statutory Auditors of the Company to hold o�ce for a period of �ve years from the conclusion of that AGM till the conclusion of 25th AGM, subject to rati�cation of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for rati�cation by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for rati�cation of appointment of statutory auditors at this AGM.

3. In terms of the provisions of Section 152 of the Act, Mrs. Nikunj Aggarwal, Whole-time Director of the Company, retire by rotation at this Meeting. Nomination and Remuneration Committee and the Board of Directors of the Company recommend her re-appointment. The details of Mrs. Nikunj Aggarwal, Director, Seeking re-appointment, pursuant to Regulation 36(3) of the SEBI Listing Regulations, 2015 and other applicable provisions are annexed herewith this notice. The Company has received the requisite consents/declarations for the appointment/re-appointment under the Companies Act, 2013 and the rules made thereunder.

4. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their DEMAT accounts. Members holding shares in physical form can submit their PAN details to the Company.

5. Non-resident Indian shareholders are requested to inform about the following immediately to the Company or its Registrar and Share Transfer Agent or the concerned Depository Participant, as the case may be:-

6. a) The change in the residential status on return to India for permanent settlement, and

7. b) The particulars of the NRE account with a Bank in India, if not furnished earlier.

8. The Company has provided the facility to Members to exercise their right to vote by electronic means both through remote e-voting and e-voting during the AGM. The process and instructions for remote e-voting are provided in the subsequent pages. Such remote e-voting facility is in addition to voting that will take place at the 24th AGM being held through VC.

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Instructions for e-voting and joining the AGM are as follows:

A. Voting through electronics means

• I. 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), r e a d w i t h S E B I c i r c u l a r n o . S E B I / H O / CFD/CMD/CIR/P/2020/242 dated December 9, 2020, 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 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.

• II. The Members can join the AGM in the VC mode 15 minutes before 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 will be made available to at least 1000 members on �rst come �rst 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 �rst come �rst served basis.

• III. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

• IV In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company @ www.insecticidesindia.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. 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.

• V. The AGM has been convened through VC in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

• VI. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC and cast their votes through e-voting.

• VII. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date i.e. Thursday, September 02, 2021 . Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Bene�cial Owners maintained by the Depositories as on the cut-off date will be entitled to cast their votes by remote e-voting or e-voting during the AGM. Those who are not Members on the cut-off date should accordingly treat this Notice as for information purposes only

• VIII. Any person, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request @

• 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 for casting the vote.

• IX. Pursuant to the Income-tax Act, 1961, as amended, dividend income is taxable in the hands of the Members with effect from 1st April, 2020 and the Company is required to deduct tax at source from such dividend at the prescribed rates.

• X. Members who hold shares in the physical form or who have not registered their e-mail addresses with the Company or with the Depositories and wish to receive the AGM Notice and the Report and Accounts 2021, or participate in the AGM, or cast their votes through remote e-voting or e-voting during the meeting, are required to register their e-mail addresses on the Company's corporate

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• website under the section 'Investor's desk'. Alternatively, Members may send a letter requesting for registration of their e-mail addresses, mentioning their name and DP ID & Client ID / folio number, by post to the registered o�ce of the company or scanned copy thereof through e-mail at investor@insecticidesindia.com.

• XI. Members who would like to express their views or ask questions with respect to the agenda items of the meeting will be required to register themselves as speaker by sending e-mail to the Company at investor@insecticidesindia.com from their registered e-mail address, mentioning their name, DP ID & Client ID / folio number and mobile number. Only those Members who have registered themselves as speaker by September 02, 2021 will be able to speak at the meeting. The Company reserves the right to restrict the number of questions and number of speakers, depending upon availability of time, for smooth conduct of the AGM.

• XII The e-voting period commences on Monday, September 06, 2021 (09:00 a.m. IST) and ends on Wednesday, September 08, 2021 (05:00 p.m. IST) (both days inclusive). During this period, members may cast their vote electronically. The e-voting module shall be disable by CDSL thereafter. A vote once cast on the resolution, would not be allowed to be changed subsequently.

As the AGM held only through VC/OAVM, the voting during the AGM is same as the procedure for remote e-voting. The facility for e-voting during AGM only available to those members, present at

• the AGM through VC/OAVM facility and who would not have cast their vote on the resolutions set forth in the Notice of AGM by remote e-voting prior to the AGM and are otherwise not barred from doing so shall be eligible to vote through e-voting system at the AGM on such resolutions. Members who have voted through remote e-voting will be eligible to attend the AGM and their presence shall be counted for the purpose of quorum, however such shareholders shall not be entitled to cast their vote again at the AGM on such resolution(s) for which the Shareholder has already cast the vote through remote e-voting.

THE INSTRUCTIONS OF SHAREHOLDERS FOR E- VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

Step 1: Access through Depositories CDSL/NSDL e- Voting system in case of individual shareholders holding shares in demat mode.

• (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on e- Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders		Login Method
Individual Shareholders holding securities in Demat mode withCDSL	4) 3) 2) 1)	Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers' website directly. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are or https://web.cdslindia.com/myeasi/home/login www.cdslindia.com and click on Login icon and select New System Myeasi.

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• Type of shareholders Login Method Individual 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Shareholders holding Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal securities in demat Computer or on a mobile. Once the home page of e-Services is launched, click on the “Bene�cial mode with NSDL Owner” icon under “Login” which is available under 'IDeAS' section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e- Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e- Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

• 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

• 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Veri�cation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting

Individual	You can also login using the login credentials of your demat account through your Depository
Shareholders (holding	Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be
securities in demat	able to see e-Voting option. Once you click on e-Voting option, you will be redirected to
mode) login through	NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting
theirDepository	feature. Click on company name or e-Voting service provider name and you will be redirected to e-
Participants	Voting service provider website for casting your vote during the remote e-Voting period or joining
	virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	or contact at 022- 23058738 and 22-23058542-43. Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (i) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

  • a. For CDSL: 16 digits bene�ciary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Veri�cation as displayed and Click on Login.

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• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a �rst-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares in Demat.

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Depar tment (Applicable for both demat shareholders as well as physical shareholders)

• Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.

• Dividend Enter the Dividend Bank Details or Date of Bank Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company

• Details records in order to login.

• OR · If both the details are not recorded with

• Date of the depository or company, please enter

• Birth the member id / folio number in the (DOB) Dividend Bank details �eld.

dissent to the Resolution.

• (vi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (vii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A con�rmation box will be displayed. If you wish to con�rm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (viii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (ix) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (x) If a demat account holder has forgotten the login password then Enter the User ID and the image veri�cation code and click on Forgot Password & enter the details as prompted by the system.

• (xi) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

  • 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

• (I) After entering these details appropriately, click on “SUBMIT” tab.

• (ii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password �eld. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password con�dential.

• (iii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (iv) Click on the EVSN for the relevant on which you choose to vote.

• (v) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you

• 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; investor@insecticidesindia.com if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

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INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the AGM/ is same as the instructions mentioned above for e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

3. Shareholders who have voted through Remote e- Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.

4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

6. 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.

7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 7 days prior to meeting mentioning their name, demat account number/ folio number, email id, mobile number at investor@insecticidesindia.com. 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 mentioning their name, demat account number/folio number, email id, mobile number @ investor@insecticidesindia.com. These queries will be replied to by the company suitably by e-mail.

8. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

9. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.

10. 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.

11. 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.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certi�cate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

Other Instructions

1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password con�dential. Login to the e-voting website will be disabled upon �ve unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?”Option available on www.evotingindia.com to reset the password.

2. If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting S y s t e m , y o u c a n w r i t e a n e m a i l t o helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/43.

3. All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. 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 , Maharashtra or send an email to helpdesk.evoting@cdslindia.com or call on 02223058542/43.

4. The Board of Directors has appointed M/s Akash Gupta & Associates, Company Secretaries, (PCS Regs. No. 11038) as the Scrutinizer to scrutinize the

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voting at the meeting and remote e-voting process in a fair and transparent manner.

1. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, �rst count the votes cast at the Meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company, not later than 48 hours of conclusion of the Meeting, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same.

   • before the scheduled time for commencement of the AGM and shall be closed after the expiry of 15 minutes after such schedule time.

2. The result declared along with the Scrutinizer's Report shall be placed on the Company's website www.insecticidesindia.com and on the website of CDSL www.evotingindia.com immediately after the declaration of Results by the Chairman or a person authorized by him. The Company shall simultaneously forward the results to the National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed.

3. The facility for joining the AGM shall open 15 minutes

Insecticides (India) Limited

CIN: L65991DL1996PLC083909 401-402, Lusa Tower, Azadpur Commercial Complex, Delhi-110033 investor@insecticidesindia.com www.insecticidesindia.com

By Order of the Board of Directors For Insecticides (India) Limited

Sd/Sandeep Kumar Company Secretary Delhi, June 18, 2021

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EXPLANATORY STATEMENT IN RESECT TO THE SPECIAL BUSINESSES PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013.

Item no. 4– Rati�cation of age of appointment of Mr. Virjesh Kumar Gupta

Mr. Virjesh Kumar Gupta, currently aged 74 Years, he was re-appointed as an Independent Director for the second term of 5 (Five) years with effect from May 31, 2019 up to May 30, 2024 in the meeting of members held on August 02, 2019. According to the Companies Act, 2013 read with applicable Rules and Regulations of an Independent Directors

The Board recommends rati�cation of his age, and continuation as an Independent Director beyond the age of 75 years till the date of his current appointment by passing special resolution as set out at item no. 4 of the notice.

The Board recommends the Special Resolution as set out at Item No. 4 of the Notice for approval by the members.

Except Mr. Virjesh Kumar Mittal, being the appointee, none of the Directors or the Key Managerial Personnel of the Company and their relatives is concerned or interested in the resolution set out at Item No. 4.

Item no. 5 – Rati�cation of remuneration of Cost Auditors for the �nancial year, 2021

The Board of Directors of the Company on the recommendation of the Audit Committee has approved the appointment and remuneration of Aggarwal Ashwani K. & Associates, Cost Accountants, Delhi (Firm Regd. No. 100191), to conduct the audit of the cost records of the Company for the �nancial year ending March 31, 2022.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board, has to be rati�ed by the members of the Company.

M/s. Aggarwal Ashwani K. & Associates, Cost Accountants, Delhi (Firm Regd. No. 100191), have furnished certi�cates regarding their eligibility for appointment as Cost Auditors of the Company. In accordance with the provisions of Section 148 of the Act read with the Rules, the remuneration payable to the cost auditor has to be rati�ed by the shareholders of the Company.

Accordingly, rati�cation by the members is sought to the remuneration of Rs.4,83,000/- (Rupees Four Lakh Eighty three Thousand Only) (excluding out of pocket expenses and applicable taxes) payable to the Cost Auditor for Financial year ending March 31, 2022 by passing Ordinary Resolution as set out at Item No. 5 of the Notice.

The Board recommends the Ordinary Resolution as set out at Item No. 5 of the Notice for approval by the members.

None of the Directors / Key Managerial Personnel of the Company / their relatives is, in any way, concerned or interested, �nancially or otherwise, in the resolution.

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Annexure to the Notice dated June 18, 2021

Information of Director retiring by rotation and the Directors seeking re-appointment at the forthcoming Annual General Meeting pursuant to Regulation 36 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, in accordance with provisions of Companies Act, 2013 and Secretarial Standards, as on the date of Notice

Name of the Director	Mrs. Nikunj Aggarwal	Mr. Virjesh Kumar Gupta
Directors Identi�cation Number (DIN)	06569091	06382540
Date of Birth (Age in Years)	(48 Years) January 01, 1973	April 07, 1947 (74 Years)
Original Date of Appointment	May 02, 2013	May 31, 2019
Quali�cation	Graduate	B.Com (Hons.)
Experience, brief resume and expertise in speci�c functional area	More than 15 Years of Experience in Administration in Agro Chemical Industry. Please refer Company's website: www.inceticidesindia.com for detailed pro�le.	Please refer Company's website: www.inceticidesindia.com for detailed pro�le. More than 4 decade of Experience in B u s i n e s s M a n a g e m e n t a n d Operations.
Remuneration last drawn	As mentioned in Corporate Governance Report
Number of meeting of Board attended during the year (2020-2021)	05	05
Shareholding in Insecticides (India) Limited	31,25,000/- (15.12%) Equity Shares	Nil
Relationship with other Directors / KMPs	Spouse of Mr. Rajesh Aggarwal, Managing Director and Daughter-in-law of Mr. Hari Chand Aggarwal, Chairman & WTD and not related to any other Director / Key Managerial Personnel	None
Directorships of other Boards as on March 31, 2021	Insecticides (India) Limited	Insecticides (India) Limited
Membership /Chairmanship of committees of other Boards as on March 31, 2021	Nil	Nil

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