Your Directors present the 31st Annual Report together with audited accountsfor the year ended 31st March 2017. The summarised financial results of thecompany are furnished below:
| || ||Amount |
| || ||(Rs. In Lakhs) |
| ||2017 ||2016 |
|Gross Turnover ||38847.24 ||38282.94 |
|Gross Income ||445.84 ||402.72 |
|Profit before depreciation and tax ||77.48 ||38.93 |
|Less: Depreciation ||9.71 ||12.06 |
|Profit before Tax ||67.77 ||26.87 |
|Less : Taxation for the year/previous years ||20.94 ||8.30 |
|Net Profit for the year ||46.83 ||18.57 |
In view of the accumulated losses of earlier years the Board of Directors are unableto recommend any dividend for the year ended 31st March 2017.
REVIEW OF PERFORMANCE Fund based Activity For'Xchange
The turnover and income for the year ended 31st March 2017 are ' 38847lakhs and ' 423.61 lakhs respectively as against' 38283 lakhs and ' 380.63 lakhs duringthe previous year. This division operates from 16 centres. The reason for increase is onaccount of more business in retail segments and also good growth in AD II businesssegment.
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 2017 are' 69.33 lakhs and ' 2.71 lakhs respectively as against ' 98.32 lakhs and ' 3.27 lakhsduring the previous year. This division is presently operating at only one centre and alsodoing only cash sales.
Forex Advisory Services Midas Forex
Midas Forex the forex advisory division of the Company has earned a gross income of'9.13 lakhs during the year ended 31st March 2017 as against' 8.29 lakhs of theprevious year.
Surrendering of Certificate of Registration with Reserve Bank of India:
The Company has surrendered the certificate of Registration as "Non BankingFinance Company without accepting public deposits" voluntarily with Reserve Bank ofIndia for cancellation as the Company presently is not engaged in NBFC business.
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 internal financial control systems & process and complianceof regulations by Internal Auditors Statutory Auditors Secretarial auditor andinspection by Reserve Bank of India and approval of the Audit Committee your Directorsmake the following 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 2017 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 madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2017 and of theprofit of 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 2017 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 were ' 197258 lakhs and ' 154.04 lakhs as against' 217126 lakhs and ' 158.85 lakhs respectively for the corresponding period of previousyear. The Company has handled a turnover in the cash market segment of ' 77723 lakhsduring the twelve months period ended as against' 88101 lakhs during the correspondingperiod of previous year. The turnover in the Futures & Options segment is ' 119535lakhs during the twelve months period as against' 127985 lakhs during the correspondingperiod last year. The fall in volume in all segments is on account of lesser participationof retail investors since the market was highly volatile.
ICIS Commodities Limited
ICIS Commodities Limited the step down subsidiary of India Cements Services Limitedhas entered into an arrangement with Enrich Commodities Limited as Sub-broker to providecommodity trading platform for ICISL clients. Further action being taken to improve theclient base in this segment.
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 March2017 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.
Ms.E.Jayashree was appointed by the Board as an additional Director with effect from29.08.2016. Under Article No.25 of the Articles of Association of the Company she willhold office upto the date of the ensuing Annual General Meeting and the resolution for herelection as director of the Company is included in the Notice dated 28.07.2017 conveningthe 31st Annual General Meeting of the Company.
Brief particulars of Directors eligible for appointment/re-appointment are annexed tothe Notice convening the 31st Annual General Meeting. No director is related toeach other. The details of shares held by non-executive directors are given in CorporateGovernance Report.
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 SEBI(LODR) 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.KSuresh Chief Executive Officer andChief Financial Officer and Ms. E.Jayashree Company Secretary.
During the year five Board Meetings were held. The details of board meetings and itsCommittee 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 instances where the Board had not accepted any recommendationof Audit Committee.
AUDITORS Statutory Auditors
As per the provisions of Section 139 of the Companies Act 2013 the term of office ofM/s. S.Viswanathan Chennai as Statutory Auditors of the Company will conclude from theclose of the 31st Annual General Meeting of the Company. The Board of Directors
places on record its appreciation for the valuable services rendered by M/s. S.Viswanathan Chennai as Statutory Auditors of the Company. Based on the recommendationsof the Audit Committee it is proposed to appoint M/s. P.S. Subramania Iyer & Co.Chartered Accountants as Statutory Auditor of the Company to hold office for a term offive years from the conclusion of the 31st Annual General Meeting until theconclusion of the 36th Annual General Meeting subject to the approval ofshareholders.
A resolution for appointment of M/s. P.S. Subramania Iyer & Co. CharteredAccountants as statutory auditors of the Company by the Members is included in the Noticeof the Thirtyfirst Annual General Meeting.
Messrs. Gopalaiyer & Subramanian Chennai have been appointed as Internal Auditorsfor the year 2017-18.
Mr.G.Porselvam Company Secretary in Practice has been appointed as SecretarialAuditor of the Company for the year 2017-18. The Secretarial Audit Report in Form MR-3given by Mr.G.Porselvam Company Secretary in Practice for the Financial Year 2016-17 isattached as Annexure 1. The report does not contain any qualification reservation oradverse 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 place toidentify 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
Pursuantto Rule 8(5)(vii) ofCompanies (Accounts) Rules 2014 itis reported that duringthe year 2016-2017 no significant and material Orders were passed by the Regulators orCourts or Tribunals impacting the going concern status and company's operations 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.
As prescribed under Section 197(12) of the Companies Act 2013 ("Act") andRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the details are given in Annexure 4. In terms of provisions of Section 197(12) ofthe Companies Act 2013 and Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 a statement showing names of the employees and otherparticulars drawing remuneration in terms of the said Rules forms part of this report.However in terms of first proviso to Section 136(1) of the Act the Annual Reportexcluding the aforesaid information is being sent to the members of the Company. The saidinformation is available for inspection at the Registered Office of the Company duringworking hours and any memberwho is interested in obtaining these particulars may write tothe Company.
POLICY ON DEALING WITH RELATED PARTIES
All related party transactions that were entered into 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. ACKNOWLEDGEMENT
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 : 28th July 2017 ||CHAIRMAN |