Your Directors present the 30th Annual Report together with audited accountsfor the year ended 31st March 2016. The summarised financial results of thecompany are furnished below:
| || ||Amount |
| || ||(Rs. In Lakhs) |
| ||2016 ||2015 |
|Gross Turnover ||38282.94 ||38247.12 |
|Gross Income ||402.72 ||412.43 |
|Profit before depreciation and tax ||38.93 ||59.77 |
|Less: Depreciation ||12.06 ||22.26 |
|Profit before Tax ||26.87 ||37.51 |
|Less : Taxation for the year/previous years ||8.30 ||11.59 |
|Net Profit for the year ||18.57 ||25.92 |
In view of the accumulated losses of earlier years the Board of Directors are unableto recommend any dividend for the year ended 31st March 2016.
REVIEW OF PERFORMANCE
Fund based Activity
The turnover and income for the year ended 31st March 2016 are Rs.38283lakhs and Rs.380.63 lakhs respectively as against Rs. 38247 lakhs and Rs.391.44 lakhsduring the previous year. This division operates from 17 centers. The reason for reductionin income is on account of reduction in spread primarily due to highly competitiveenvironment.
Fee based Activities
Besides main business of foreign exchange your Company is engaged in a small way invarious fee based activities like travels forex advisory etc. These fee based activitiesare volume based business and showed a mixed results during the year.
The gross billing and income earned for the year ended 31st March 2016 areRs.31.03 lakhs and Rs.1.54 lakhs respectively as against Rs.29 lakhs and Rs.1.71 lakhsduring the previous year. This division is presently operating at only one center and alsodoing only cash sales.
Forex Advisory Services Midas Forex
Midas Forex the forex advisory division of the Company has earned a gross income ofRs.8.91 lakhs during the year ended 31st March 2016as against' 10.48 lakhs ofthe previous year.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34(2) of Securities and Exchange Board of India [ListingObligations and Disclosure Requirements (LODR)] Regulations 2015 a Management Discussionand Analysis Report is annexed to this report.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the review of infernal financial control systems & process and complianceof regulations by Internal Auditor Statutory Auditor Secretarial auditor and inspectionby Reserve Bank of India and approval of the Audit Committee your Directors make thefollowing statement in terms of Section 134(5) of the Companies Act 2013:
1. That in the preparation of the annual accounts for the year ended 31stMarch 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures.
2. That such Accounting Policies have been selected and applied consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2016 and of the profitof the Company for the year ended on that date.
3. That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
4. That the annual accounts for the year ended 31st March 2016 have beenprepared on a going concern basis.
5. That internal financial controls to be followed by the Company have been laid downand that such internal financial controls are adequate and are operating effectively.
6. That proper systems to ensure compliance with the provisions of all applicable lawshave been devised and that such systems are adequate and operating effectively."
POLICY ON DETERMINATION OF MATERIAL SUBSIDIARIES
India Cements Capital Limited has as on date two subsidiaries viz. India CementsInvestments Services Limited (ICISL) and its step down subsidiary ICIS CommoditiesLimited.
India Cements Investment Services Limited
The turnover and income for the year ended are Rs.217126 lakhs and Rs.158.85 lakhs asagainst' 165150 lakhs and Rs.162.36 lakhs respectively for the previous year. The turnovercomprises Rs.88101 lakhs of Cash Segment during the year as against' 83450 lakhs ofprevious year Rs.127985 lakhs of Future & Option Segment during the year as against'79417 lakhs of previous year and Rs.1040 lakhs of Currency Future Segment during the yearas against' 2284 lakhs of the previous year. Increase in volume is on account of intra-daybusiness resulting in lower brokerage income.
ICIS Commodities Limited
ICIS Commodities Limited the step down subsidiary of India Cements Investment ServicesLimited undertake the activity of commodities broking.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements drawn up in accordance with the applicableAccounting Standards form part of the Annual Report in accordance with the provisions ofSection 129(3) of the Companies Act 2013. In accordance with Rule 5 of the Companies(Accounts) Rules 2014 a separate statement containing the salient features of thefinancial statements of Subsidiaries for the financial year ended 31st March2016 is attached to the Annual Report.
The Subsidiary and its step down subsidiary are managed by respective Board ofDirectors and their accounts are audited by the respective statutory auditors. Theconsolidated accounts should therefore be read in conjunction with respective financialnotes and Directors Report and Auditors Report thereon.
The audited accounts in respect of the subsidiary companies are being placed on thewebsite of the Company and the Company shall provide a copy of audited financialstatements in respect of the Subsidiaries to any Shareholder upon request. The documentsreferred to in Section 136(1) of the Companies Act 2013 are available for inspection byany Member of the Company at the Registered Office of the Company.
Sri V.M. Mohan being a non-independent Director retires by rotation at the ensuingAnnual General Meeting and is eligible for re-appointment.
Brief particulars of Director eligible for re-appointment is annexed to the Noticeconvening the 30th Annual General Meeting. No director is related to eachother. The details of shares held by non-executive directors are given in CorporateGovernance Report.
Ms. Rupa Gurunath ceased to be the Director with effect from 23rd September2015 consequent to her not opting for reappointment at the last annual general meetingheld on 23.09.2015. The Board expresses its appreciation of the valuable contribution madeby Ms.Rupa Gurunath during her tenure as Director.
Pursuant to Rule 8(5)(iii) of the Companies (Accounts) Rules 2014 it is reportedthat other than the above there have been no changes in the Directors or Key ManagerialPersonnel during the year.
The declarations given by independent directors under Section 149(7) of the CompaniesAct 2013 that they meet the criteria of independence as provided under Section 149(6) ofthe Companies Act 2013 have been received by the Company. The details of familiarisationprogramme for independent directors are available on the Company's website www.iccaps.com.
Pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 and SEBILODR Regulations 2015 the Board has carried out an annual evaluation of its ownperformance and that of the directors individually as well as evaluation of the working ofits Committees.
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a Policy for selection and appointment of Directors Key Managerial Personnel andother employees and their remuneration for implementation.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel of the Company are Mr.K.Suresh Chief Executive Officerand Chief Financial Officer and Ms. E.Jayashree Company Secretary.
During the year four Board Meetings were held. The details of board meetings andCommittee meetings are given in the Corporate Governance Report.
The details of composition of the Audit Committee are given in the Corporate GovernanceReport. There has been no instance where the Board had not accepted any recommendation ofAudit Committee.
AUDITORS Statutory Auditors
M/s. S.Viswanathan Chartered Accountants Chennai were appointed the StatutoryAuditors of the Company from the conclusion of 28th Annual General Meeting heldon 26th September 2014 until the conclusion of the 31st AnnualGeneral Meeting to be held in the year 2017 subject to ratification of their appointmentat every Annual General Meeting.
A resolution for ratification of the appointment of M/s. S.Viswanathan CharteredAccountants as statutory auditors of the Company by the Members is included in the Noticeof the Thirtieth Annual General Meeting.
Messrs. Gopalaiyer & Subramanian Chennai have been appointed as Infernal Auditorsfor the year 2016-17.
Mr.G.Porselvam Company Secretary in Practice has been appointed as SecretarialAuditor of the Company for the year 2016-17. The Secretarial Audit Report in Form MR-3given by Mr.G.Porselvam for the financial year 2015-16 is attached as Annexure I.Thereport does not contain any qualification reservation or adverse remark.
Pursuant to Regulation 34(3) of SEBI (LODR) Regulations 2015 a report on CorporateGovernance along with Auditors' Certificate of its compliance forms part of the AnnualReport and is given in Annexure 2. Further a declaration on Code of Conduct signed by thePresident & CEO also forms part of the Annual Report.
Pursuant to your company being a Non-Deposit taking NBFC no deposits have beenaccepted during the year. There are no outstanding deposits at the end of the year.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial Statements relate and the date of the report other than those disclosed inthe financial statements.
The Management has established a Risk Management Policy which facilitates themanagement to overview and mitigate material business risk in all functions of theCompany. Risks and their implications are internally reviewed and reported regularly tothe Board. The Board is satisfied that there are adequate systems and procedures in placeto identify assess monitor and manage them. The Audit Committee also reviews reports ofmanagement team and suggests suitable action. Risk mitigation policy is approved by theBoard.
INTERNAL FINANCIAL CONTROLS
The Company has defined standard operating procedures covering all functional areaslike Money Changing and Forex Advisory services etc. The Company has engaged the servicesof a Chartered Accountant firm for carrying out internal audit. The internal auditors havebeen given the specific responsibility to verify and report on compliance of standardoperating procedures. The auditors have reported that there are adequate financialcontrols in place and are being followed by the Company to operate effectively.
ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
Pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules 2014 if is reported thatduring the year 2015-2016 no significant and material Orders were passed by theRegulators or Courts or Tribunals impacting the going concern status and company'soperations in future.
INFORMATION AS PER SECTION 134(3)(m) AND 134(3)(o)
The furnishing of information as required under Section 134 (3) (m) and 134(3)(o) ofthe Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is notapplicable to the Company.
As required pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual Return inMGT-9 is attached as Annexure - 3 which forms part of this Board's Report.
No employee received remuneration in excess of the limits prescribed under Section 197of the Companies Act 2013 read with Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. As prescribed under Section 197(12) of the Companies Act 2013 andRule 5(1) of the Companies (Appointment and Remuneration of Management Personnel) Rules2014 the details are given in Annexure 4.
POLICY ON DEALING WITH RELATED PARTIES
All related party transactions that were entered info during the financial year were onan arm's length basis and were in the ordinary course of business. During the year theCompany did not enter into any material transactions with Related parties. The policy onRelated Party Transactions as approved by the Board is uploaded on the Company's website.None of the Directors has any pecuniary relationship or transaction vis-a-vis the Company.
Particulars of contracts or arrangements with related parties in Form AOC-2 as requiredunder Section 134(3)(h) of the Companies Act 2013 is attached as part of this report videAnnexure 5 as also required under the Non-Banking Financial Companies - CorporateGovernance (Reserve Bank) Directions 2015.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OFTHE COMPANIES ACT2013.
The particulars of Loans Guarantees or Investments made under Section 186 of theCompanies Act 2013are given in Annexure 6.
Pursuant to the provisions of Section 177(9) of the Companies Act 2013 and Regulation22 of SEBI (LODR) Regulations 2015 the Company has established a vigil mechanism fordirectors and employees to report genuine concerns. The policy is available on theCompany's website.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT
The company has in place an anti-sexual harassment policy in line with the requirementsof the Captioned Act and Rules made thereunder. There was no complaint of harassmentreported during the year.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 read with applicable Rules are not applicable to theCompany as it does not fall under the threshold limit.
Your Directors thank the Company's Bankers and The India Cements Limited for theircontinued support. The Directors also thank the customers for their continued association.They are also thankful to the shareholders for their understanding.
| ||For and on behalf of the Board |
|Place: Chennai ||N.R. KRISHNAN |
|Date : 26th May 2016 ||CHAIRMAN |