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Indo Count Industries Ltd.

BSE: 521016 Sector: Industrials
NSE: ICIL ISIN Code: INE483B01026
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OPEN 115.00
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VOLUME 71982
52-Week high 209.90
52-Week low 95.00
P/E 11.27
Mkt Cap.(Rs cr) 2,251
Buy Price 0.00
Buy Qty 0.00
Sell Price 113.50
Sell Qty 158.00
OPEN 115.00
CLOSE 113.75
VOLUME 71982
52-Week high 209.90
52-Week low 95.00
P/E 11.27
Mkt Cap.(Rs cr) 2,251
Buy Price 0.00
Buy Qty 0.00
Sell Price 113.50
Sell Qty 158.00

Indo Count Industries Ltd. (ICIL) - Director Report

Company director report

Dear Members

On behalf of the Board of Directors (“the Board”) it gives me immensepleasure to present the Twenty Eighth Annual Report on the business and operations of yourCompany together with the Audited Financial Statements for the year ended 31st March2017.

FINANCIAL RESULTS

( Rs In Crores except EPS)

Particulars 2016-17 2015-16* 2016-17 2015-16*
Total Revenue 2084.74 2048.63 2257.80 2110.60
EBIDTA 418.71 443.80 428.45 464.52
Less: Finance Cost 39.43 51.70 42.13 55.08
Less: Depreciation 31.18 28.84 33.13 30.14
Profit before Tax 348.10 363.26 353.19 379.30
Tax Expenses 120.07 125.58 121.14 127.99
Net Profit 228.03 237.68 232.05 251.31
Other comprehensive (1.11) 0.91 2.22 (10.00)
income (net of tax)
Total Comprehensive 226.92 238.59 234.27 241.31
income
Basic & Diluted EPS 11.55 12.04 11.76 12.73
(in Rs)
Cash Profit 312.38 308.10 322.55 311.56
Retained Earnings 787.07 574.40 806.70 590.93

*Figures of FY 2015-16 are restated as per IND AS

OPERATIONAL AND FINANCIAL PERFORMANCE OVERVIEW

The year 2016-17 was a year of consolidation for your Company. During the year underreview your Company showcased its operational excellence along with consistent financialperformance on the top line.

At a consolidated level your Company scaled new heights by achieving total revenue ofRs 2257.80 Crores as against Rs 2110.60 Crores in the previous year thereby registeringtop-line growth of 7%. Your Company reported EBIDTA and net profit of Rs 428.45Crores and Rs 232.05 Crores respectively. The long term debt equity ratio has reduced from0.09 to 0.03 and EPS stood at Rs 11.76 for the year ended 31st March 2017.

On a standalone basis total revenue stood at Rs 2084.74 Crores for the yearended 31st March 2017 as against Rs 2048.63 Crores in the previous year. Further yourCompany achieved EBIDTA and net profit of Rs 418.71 Crores and Rs 228.03 Croresrespectively.

Against the backdrop of challenging market environment your Company’s businesscontinues to track ahead satisfactorily on the back of dynamic response to market trendsenduring customer relationships “Customer First approach” and strong productportfolio.

Your Company exports to more than 54 countries and has a successful track record inglobal market as a key supplier of bed linen to major retail hospitality and fashionbrands. Continuing focus on export markets your Company efficiently retained existingbusiness and at the same time diligently worked towards expanding into newer geographiesand acquiring new customers.

During the year under review your Company launched three licensed brands namely“Harlequin” “Scion” and “Sanderson” in North America withinthe fashion bedding segment.

In FY 2016-17 your Company ventured in domestic home market through its subsidiaryviz. Indo Count Retail Ventures Private Limited (ICRVPL). ICRVPL introduced brand“Boutique Living” an aspirational brand in India which has already beensuccessful in the USA. Boutique Living is sold through Multi brand outlets large formatstores and E-commerce across 57 cities in India.

Apart from showrooms in UK USA and Australia during the year under review yourCompany has set up a 9200 sq. ft. experential showroom at New York with a capacity todisplay 32 beds so that customers can touch and feel array of product on offer. Furtherin order to reach out to different customers your Company has been showcasing itscollections at various international exhibitions and trade fairs.

The business operations overview and outlook are provided in detail in the ManagementDiscussion and Analysis.

DIVIDEND

During the year under review pursuant to the approval of the Board your Company paidinterim dividend @20% i.e. Rs 0.40 per equity share of face value of Rs 2/- each.

Your Directors are pleased to recommend a Final Dividend @ 20% i.e. Rs 0.40 per equityshare of face value of Rs 2/- each subject to the approval of members of the Company atthe ensuing Annual General Meeting. If approved by the members the total dividend payoutfor FY 2016-17 will be 40% i.e. Rs 0.80 per equity share of face value of Rs 2/- eachaggregating to Rs 19.02 Crores (including dividend distribution tax) (previous year

Rs 9.50 Crores).

The aforesaid dividends are in line with the Dividend Distribution Policy adopted bythe Company.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (“Listing

Regulations”) top fivehundred listed entities based on market capitalization arerequired to formulate a Dividend Distribution Policy. Accordingly the Board of yourCompany has approved and adopted Dividend Distribution Policy which is given separatelyand forms part of this Annual Report. The Dividend Distribution Policy is also uploaded onthe website of the Company and web-link for the same iswww.indocount.com/images/investor/Dividend-Distribution-Policy1.pdf

AWARDS AND RECOGNITIONS

Your Company continues to deliver unmatched performance amongst its peers and has beenconferred with awards every year. During the year under review your Company was awardedSilver Trophy from TEXPROCIL for the 2nd highest exports of made - ups in “BedLinen/Bedsheets/Quilts” under the Category – III for the year 2015-16; for thesecond consecutive year.

Some of the other accolades and recognitions received by your Company are:

AI 2017 Business Excellence Award by AI Global Media Company;

Second largest manufacturer and exporter of bed linen from India;

Amongst top 3 Bed sheets exporter to the USA;

11th largest supplier of Home Textiles to the USA;

One of the India’s Fasted Growing Companies – Rated by Business World –Edition April 2017.

SHARE CAPITAL AND SUB-DIVISION OF EQUITY SHARES

In order to improve the liquidity of your Company’s shares and with a view toencourage the participation of small investors by making Equity Shares of the Companyaffordable your Company sub-divided the Equity Shares of the Face Value of Rs 10/- eachto Face Value of Rs 2/- each w.e.f. 15th November 2016 (“Record Date”).Accordingly 39479934 Equity Shares of Rs 10/- each were sub-divided into 197399670Equity Shares of Rs 2/- each. There was no change in the total issued subscribed and paidup share capital of the Company.

As on 31st March 2017 the total issued subscribed and paid up share capital of yourCompany stood at

Rs 394799340/- comprising of 197399670 Equity Shares of Rs 2/- each.

In view of sub-division of equity shares the Authorised Share Capital of the Companywas also altered and as on 31st March 2017 the Authorised share Capital of your Companywas Rs 60 Crores comprising of 275000000 equity shares of Rs 2/- each and 5000000preference shares of Rs 10/- each.

During the year under review your Company has not issued any equity shares withdifferential voting rights or sweat equity shares. Further your Company does not have anyemployee stock option scheme or employee stock purchase scheme.

CREDIT RATING

Your Directors are glad to inform that during the year under review ICRA and CAREupgraded the credit rating from “ICRA A” to “ICRA AA-” (Double Aminus) with outlook as Stable and from “CARE A” to “CARE AA –”for Company’s Long Term Bank Facilities (Term Loans/ Fund Based Facilities)signifying high degree of safety regarding timely servicing of financial obligations. Suchfacilities carry very low credit risk.

Further for the Company’s short term bank facilities ICRA and CARE upgraded therating from “ICRA A1” to “ ICRA A1+ (A One plus)” and from “CAREA1” to “CARE A1+” which is the highest rating indicating very strong degreeof safety regarding timely payment of financial obligations. Such facilities carry lowestcredit risk.

The upgradation of said ratings by ICRA and CARE demonstrates your Company’sstrengthened leading position in the niche Home Textiles segment coupled with sustainedcash accruals generated in the business which has led to a consistent strong operationaland financial performance.

ADOPTION OF INDIAN ACCOUNTING STANDARDS

In accordance with the notification issued by the

Ministry of Corporate Affairs (MCA) your Company is required to prepare financialstatements under Indian

Accounting Standards (Ind AS) prescribed under section 133 of the Companies Act 2013read with rule 3 of the Companies (Indian Accounting Standards Rules 2015) and Companies(Indian Accounting Standards) Amendment Rules 2016 with effect from 1st April 2016. IndAS has replaced the existing Indian GAAP prescribed under Section 133 of the CompaniesAct 2013 read with rule 7 of Companies (Accounts) Rules 2014.

Accordingly your Company has adopted Indian Accounting Standard (“Ind AS”)with effect from 1st April 2016 with the transition date of 1st April 2015 and theFinancial Statements for the year ended 31st March 2017 have been prepared in accordancewith Ind AS.

The financial statements for the year ended 31st March 2016 have been restated tocomply with Ind AS to make them comparable.

The MCA notification also mandates that Ind AS shall be applicable to Indian SubsidiaryCompanies Joint Venture or Associates of the Company. Hence your Company and its IndianSubsidiaries have prepared and reported financial statements under Ind AS w.e.f.

1st April 2016 including restatement of the opening balance sheet as at 1st April2015.

The effect of the transition from IGAAP to Ind AS has been explained by way ofreconciliation in the Standalone and Consolidated Financial Statements.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance withIndian Accounting

Standards notified under the Companies (Indian

Accounting Standards) Rules 2015 and forms part of this Annual Report.

A copy of the Audited Financial Statements of the Subsidiaries shall be made availablefor inspection at the Registered Office of the Company during business hours on anyworking day upto the Annual General Meeting. Any shareholder interested in obtaining acopy of separate Financial Statements of the subsidiaries shall make specific request inwriting to the Company

Secretary. The Audited Financial Statements of the subsidiaries are also available onthe website of the Company at www.indocount.com.

SUBSIDIARIES

During the year under review your Company has acquired 82.5% stake in Indo CountRetail Ventures Private Limited (ICRVPL) thereby ICRVPL become subsidiary of your Companyw.e.f. 24th August 2016.

As on 31st March 2017 your Company has 5 subsidiaries namely Pranavaditya SpinningMills Limited Indo Count Global Inc USA Indo Count UK Limited Indo Count Australia PtyLtd. and Indo Count Retail Ventures Private Limited. Your Company does not have anyAssociate Company pursuant to the provisions of the Companies Act 2013 and has notentered into any joint venture agreement.

Pursuant to the provisions of Section 129 (3) of the Companies Act 2013 read withrules made thereunder a statement containing salient features of the financial positionof subsidiaries is given in Form AOC-1 attached as “Annexure 1” forming integralpart of this Report.

There is no material subsidiary in terms of Regulation 16 of the Listing Regulations.However your Company has adopted a policy for determining material subsidiaries whichcan be accessed at http://www.indocount.com/images/investor/ICIL-Policy-on-Material-Subsidiaries.pdf.

Performance of Subsidiaries

Pranavaditya Spinning Mills Limited

Pranavaditya Spinning Mills Limited (PSML) is a Listed Indian subsidiary of yourCompany. Indo

Count Industries Limited (“ICIL”) has 74.53% of Equity shareholding of PSML.The Company is mainly engaged in spinning of cotton and manufacturing of yarn. The plantof the Company is situated at Kolhapur Maharashtra.

For the year ended 31st March 2017 turnover of the Company stood at Rs 5856.21 Lakhs(Previous Year -

Rs 6081.25 Lakhs). The Company incurred loss of Rs 56.77 Lakhs for the year ended 31stMarch 2017 (Previous Year loss - Rs 33.48 Lakhs). This was mainly due to high volatilityin cotton price.

Indo Count Global Inc

Indo Count Global Inc (ICGI) is a wholly owned foreign subsidiary of your Company. ICGIwas incorporated in the state of Delaware USA in the year 2011. The main activity of theCompany is wholeselling of linens. Turnover of the Company for the year ended 31st March2017 stood at Rs 32480.29 Lakhs (Previous Year Rs 39789.85 Lakhs). The profit after taxfor the year ended 31st March 2017 stood at Rs 276.85 Lakhs as compared to Rs 521.04Lakhs in the previous year.

Indo Count UK Ltd

Indo Count UK Ltd (ICUKL) is a wholly owned foreign subsidiary of your Company. ICUKLis incorporated in London. The Company is engaged in trading of products of ICIL. Beingthe first year of commencement of the business total turnover of the Company as on 31stMarch 2017 stood at Rs 159.32 Lakhs. The Company incurred loss of Rs 4.35 Lakhs for theyear ended 31st March 2017.

Indo Count Retail Ventures Private Limited

Indo Count Retail Ventures Private Limited (ICRVPL) is a subsidiary of your Company.

Being first year of operations as on 31 st March 2017 turnover stood at Rs 387.21Lakhs and the Company incurred a loss of Rs 24.43 Lakhs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review there were changes at the Board level as given below:

Mr. Anil Kumar Jain Chairman and Managing Director stepped down from the position of“Managing Director” and continues to be an

Executive Chairman of the Company w.e.f. 9th May 2016.

Pursuant to the recommendation of Nomination and Remuneration Committee the Board ofDirectors of your Company appointed Mr. Mohit Anilkumar Jain as an Additional Director andManaging Director of the Company for a period of 5 years w.e.f. 9th May 2016 as part ofa long term succession plan. The said appointment of Mr. Mohit Jain was approved by themembers at the Annual General Meeting held on 26th July 2016.

Mr. R. N. Gupta Joint Managing Director was associated with the Company from the year1996 and had played a vital role in the growth of the Company. However owing to hisadvanced age he expressed to the Board that he shall not be in a position to devote hisfull time to manage the affairs of the Company and hence resigned from the position ofDirector designated as “Joint Managing Director” of the Company w.e.f. 9th May2016. The Board placed on record its appreciation for contributions made by him during histenure as Joint Managing Director of the Company.

At the Annual General Meeting of the Company held on 26th July 2016 Mr. Anil KumarJain Executive Chairman Mr. Kailash R. Lalpuria Executive Director and Mr. KamalMitra Director (Works) were re-appointed for a period of three years w.e.f. 1st October2016.

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Kailash R.Lalpuria Executive Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered himself for the re-appointment. The Boardrecommends his re-appointment for consideration of the members at the ensuing AnnualGeneral Meeting. Members are requested to refer the Notice of the ensuing Annual GeneralMeeting for brief profile and other related information of Mr. Kailash R. LalpuriaDirector retiring by rotation.

All the Independent Directors of the Company have given declarations that they meet thecriteria of independence as prescribed under Section 149 (6) of the Companies Act 2013and Regulation 16 (1) (b) of the Listing Regulations.

49

During the year under review the Board noted with deep regret sad demise of Mr. R.Sundaram Chief

Financial Officer of the Company on 28th July 2016 and recorded its appreciation forthe contribution made by Mr. R. Sundaram during his tenure with the Company.

Pursuant to the recommendation of Nomination and Remuneration Committee and AuditCommittee Mr. Dilip Kumar Ghorawat was appointed as the Chief

Financial Officer of the Company w.e.f. 12th September 2016.

In terms of Section 203 of the Companies Act 2013 as on 31st March 2017 Mr. AnilKumar Jain Executive Chairman Mr. Mohit Jain Managing Director Mr. Kailash R.Lalpuria Executive Director Mr. Kamal Mitra Director (Works) Mr. Dilip Kumar GhorawatChief

Financial Officer and Mrs. Amruta Avasare Company

Secretary are Key Managerial Personnel (KMP) of the Company.

NUMBER OF BOARD MEETINGS

During the year under review Five (5) Board Meetings were held on 7th May 2016 8thJune 2016 23rd August 2016 25th November 2016 and 11th February 2017. The maximuminterval between any two consecutive Board Meetings did not exceed 120 days.

COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

Your Company has adopted Nomination and Remuneration Policy for the appointment andremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The Nomination and Remuneration Policy is given in the Corporate Governance Report.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND ITS COMMITTEE AND DIRECTORS

Criteria of performance evaluation of the Board of Directors including IndependentDirectors are laid down by the Nomination and Remuneration Committee of the Company.Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard has carried out performance evaluation of its own evaluation of working of thecommittees and performance of all Directors based on the parameters specified in theCorporate Governance Report. A structured questionnaire containing the parameters ofperformance evaluation was circulated to all the Directors. A separate meeting ofIndependent Directors of the Company was held on 21st April 2016 in which IndependentDirectors inter-alia reviewed performance of Executive Chairman and other Non-IndependentDirectors. The Board expressed their satisfaction with the evaluation process.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) and 134(5) of the Companies Act2013 your Directors to the best of their knowledge and belief and according to theinformation and explanations obtained by them state and confirm that:

1. in the preparation of the annual accounts for the year ended 31st March 2017 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;

2. such accounting policies as mentioned in the notes to the Financial Statements forthe year ended 31st March 2017 have been selected and applied consistently and judgmentsand estimates have been made 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 the profit ofthe Company for the year ended on that date;

3. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

4. the annual financial statements for the year ended

31st March 2017 have been prepared on a going concern basis;

5. internal financial controls to be followed by the Company have been laid down andthat the said financial controls were adequate and were operating effectively;

6. proper systems to ensure compliance with the provisions of all applicable laws havebeen devised and such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

Your Company recognizes the vital role played by society at large in its growth anddevelopment and strives to discharge its social responsibility as a corporate citizen. Thekey philosophy of all our Corporate Social Responsibility (CSR) initiatives is guided byour belief “Every Smile Counts ...”. Our CSR projects focus onparticipatory and collaborative approach with the community. Over a period of last twoyears your Company has emphasized CSR projects in the areas of Education HealthcareWomen empowerment and Water and Sanitation.

Pursuant to the provisions of Section 135 of the Companies Act 2013 the Board hasconstituted a CSR Committee headed by Dr. (Mrs.) Vaijayanti Pandit as the Chairperson ofthe Committee. Mr. Anil Kumar Jain and Mr. Kailash R. Lalpuria are members of the CSRCommittee. Your Company has adopted a Corporate Social Responsibility (CSR) policy incompliance with the provisions of the Act and is available on web-linkhttp://www.indocount.com/images/investor/ICIL-CSR-Policy.pdf.

Your Company implements the CSR projects through ‘Indo Count Foundation’ andhas also collaborated up with other trusts for carrying out CSR Activities. The Report onCSR activities implemented by your Company during the year under review is provided as“Annexure 2” to this Report.

AUDIT COMMITTEE

During the year under review Mr. Kailash R. Lalpuria Executive Director was appointedas Member of the Audit Committee w.e.f. 9th May 2016 in place of Mr. R. N. Gupta. As on31st March 2017 the Audit Committee comprises of Mr. P. N. Shah as Chairman Mr. R.Anand Mr. Prem Malik and Mr. Kailash R. Lalpuria. More details about the Audit Committeeare given in Corporate Governance Report. All the recommendations made by the AuditCommittee were accepted by the Board.

STATUTORY AUDITORS

M/s. B. K. Shroff & Co. Chartered Accountants (Firm Registration No. 302166E) wereappointed as the

Statutory Auditors of the Company to hold office for a transition period of 3 yearsi.e. from the conclusion of the 25th Annual General Meeting (AGM) of the Company held on23rd August 2014 till the conclusion of the 28th AGM of the Company. The term of M/s. B.K. Shroff & Co. Chartered Accountants as the Statutory Auditors is till theconclusion of ensuing Annual General Meeting of the Company.

The Board of Directors of the Company place on record its appreciation to the servicesrendered by M/s. B. K. Shroff & Co. Chartered Accountants as the Statutory Auditorsof the Company.

In accordance with the provisions of Section 139 of the Companies Act 2013 M/s.Suresh Kumar Mittal

& Co. Chartered Accountants (Firm Registration No. 500063N) are proposed to beappointed as the Statutory Auditors of the Company for a period of 5 years commencing fromthe conclusion of the ensuing 28th AGM till the conclusion of 33rd AGM subject to theratification by the members at every AGM.

M/s. Suresh Kumar Mittal & Co Chartered Accountants have consented to the saidappointment and have confirmed that their appointment if made will be in accordancewith the provisions of Section 139 read with Section 141 of the Companies Act 2013.

Accordingly the Board of Directors of the Company recommends the resolution inrelation to the appointment of M/s. Suresh Kumar Mittal & Co. Chartered Accountantsas Statutory Auditors of the Company and fixation of their remuneration for approval ofthe members of the Company.

AUDITORS’ REPORT

The Auditors’ Report on standalone and consolidated financial statements formsintegral part of this Annual

Report. The Auditors’ Report does not contain any qualifications reservationsadverse remarks disclaimer or emphasis of matter. Notes to the Financial Statements areself-explanatory and do not call for any further comments.

The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso of Section 143 (12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment for the time being in force).

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with rulesthereunder the Board has appointed M/s. Kothari H. & Associates a firm of CompanySecretaries in Practice to conduct

Secretarial Audit of the Company for the year ended 31st March 2017. The SecretarialAudit Report issued by them in Form No. MR-3 is provided as “Annexure 3” to thisReport. The Secretarial Audit Report does not contain any qualifications reservations oradverse remark.

SEGMENT

The Company operates only in a single segment i.e. Textile Segment.

PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposits from publicunder Chapter V of the Companies Act 2013.

CAPACITY EXPANSION

The Board of Directors of the Company at its meeting held on 24th October 2015approved CAPEX of Rs 175 Crores for Phase I towards:

i) Increasing processing capacity from current 68 million meters to 90 million meters

ii) Setting up a water effluent treatment / RO plant

iii) Automation of cut and sew and warehousing

Your Directors are pleased to inform that the capacity expansion under Phase I from 68million meters to 90 million meters has been completed.

At the Board Meeting held on 7th May 2016 the Board had approved CAPEX under Phase IIfor approximately

Rs 300 Crores. This Capital expenditure will be for upgrading the existing SpinningFacilities Investments in additional Weaving (with specialized looms) and value addedequipments for delivery of fashion and utility bedding. This expansion under Phase 2 is inprogress.

CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with Schedule V of the Listing Regulations your Companyhas complied with the requirements of corporate governance. A Corporate Governance Reportalong with Statutory

Auditors’ Certificate confirming its compliance for the year ended 31st March2017 is provided separately and forms integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations Management Discussion andAnalysis containing information inter-alia on industry trends your company’sperformance future outlook opportunities and threats for the year ended 31st March2017 is provided in a separate section forming integral part of this Annual Report.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92 (3) of the Companies Act 2013 the Extract ofthe Annual Return as on 31st March 2017 in Form No. MGT-9 is provided as “Annexure4” to this Report.

BUSINESS RESPONSIBILITY REPORT

Pursuant to the Regulation 34 of the Listing Regulations Business ResponsibilityReport is mandatory to be published for top 500 companies based on market capitalisationas on 31st March 2017. Your Company is amongst top 500 Listed Companies in India based onmarket capitalisation as on 31st March 2017. Accordingly Business Responsibility Report(BRR) for the year ended 31st March 2017 is given separately and forms part of this AnnualReport.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered during FY 2016-17 were on an arm’s lengthbasis and in the ordinary course of business and were in compliance with the applicableprovisions of the Companies Act 2013 and the Listing Regulations. There were no materialrelated party transactions during the year under review that would require approval ofshareholders under Listing Regulations.

The prior omnibus approval of Audit Committee is obtained for all Related PartyTransactions. A statement of all Related Party Transactions is reviewed by the AuditCommittee on a quarterly basis. Your Company has adopted a policy on Related PartyTransactions. The policy as approved by the Board has been uploaded on the Company’swebsite and can be accessed at http://www.indocount.com/images/investor/ICIL-Policy-on-Related-Party-Transactions.pdf

Notes to the Financial Statements contains details of Related Party Transactions.Pursuant to Section 134 of the Companies Act 2013 particulars of contracts /arrangements with Related Parties are provided in Form AOC-2 is provided as “Annexure5” to this Report.

PARTICULARS OF LOANS INVESTMENTS GUARANTEES SECURITIES UNDER SECTION 186 OF THECOMPANIES ACT 2013

During the year under review your Company has not given any loan or provided anysecurity. Your Company has invested in 8250 Equity Shares of Rs 10/- each of Indo CountRetail Ventures Private Limited and in 86000 Shares of 1 each of Indo Count UKLimited. Particulars of investment and corporate guarantee on behalf of Indo Count GlobalInc USA are provided in Notes to the Standalone Financial Statements.

RISK MANAGEMENT

Your Company has adopted Risk Management Policy for risk identification risksidentified by the Company are systematically addressed through mitigating actions on acontinuous basis. Some of the risks that the Company is exposed to are financial riskscommodity price risk regulatory risks and economy risks. Risk factors and its mitigationare covered extensively in the Management Discussion and Analysis. The Internal AuditReport and Risk Management Framework is reviewed by the Audit Committee.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 (10) of the Companies Act 2013 andRegulation 22 of the Listing Regulations your Company has established a vigil mechanismfor the Directors and employees of the Company to report concerns about unethicalbehaviour actual or suspected incidents of fraud or violation of Code of Conduct. Thedetails of Vigil Mechanism/ Whistle Blower Policy are provided in the Corporate GovernanceReport. The Vigil Mechanism / Whistle Blower Policy may be accessed on the Company’swebsite at www.indocount.com.

POLICY ON PREVENTION

PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

In order to prevent sexual harassment of women at workplace your Company has adopted apolicy for prevention of Sexual Harassment of Women at workplace and has set up anInternal Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 to look into complaints relating to sexual harassmentat workplace of any woman employee. During the year under review no complaints pertainingto sexual harassment were received and no complaint was pending as on 31st March 2017.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

Information on Conservation of Energy Technology Absorption Foreign Exchange Earningsand Outgo required under Section 134(3) (m) of the Companies Act 2013 read with rulesthereunder is given as assessmentandmitigation.Major “Annexure 6” forming partof this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 (12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 regarding remuneration of Directors Key Managerial Personnel and otherrelated disclosure is given as “Annexure 7” to this Report.

Information required under Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 viz. Details of top ten employees of theCompany in terms of remuneration drawn during 2016-17 and particulars of employees drawingremuneration in excess of the limits specified in

Rule 5(2) of said rules is provided in Annexure forming part of this report. As per theprovisions of Section 136 of the Companies Act 2013 the Annual Report and Accounts arebeing sent to the members of the Company excluding the said Annexure. Any memberinterested in obtaining a copy of said Annexure may write to the Company Secretary at theRegistered Office of the Company. The said annexure will be available for inspection bythe members at the Registered Office of the Company twenty one days before and upto thedate of ensuing Annual General Meeting during the business hours on working day.

INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY

Your Company maintains adequate internal control system and procedures commensuratewith its size and nature of operations. The internal control systems are designed toprovide a reasonable assurance over reliability in financial reporting ensure appropriateauthorisation of transactions safeguarding the assets of the Company and prevent misuse/losses and legal compliances.

The internal control system includes a well defined delegation of authority and acomprehensive Management Information System coupled with quarterly reviews of operationaland financial performance a well structured budgeting process with regular monitoring ofexpenses and Internal audit. The Internal Audit reports are periodically reviewed by themanagement and the Audit Committee and necessary improvements are undertaken if required.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS

During the year under review no significant or material orders were passed by theRegulators or Courts or Tribunals which impact the going concern status and Company’soperations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year 2016-17 and the date ofthis report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under reviewor said items are not applicable to the Company:

1. Cost Audit

2. Mr. Anil Kumar Jain and Mr. Kamal Mitra who are Non- Executive Directors on theBoard of Pranavaditya Spinning Mills Ltd. subsidiary of the Company receive sitting feesfor attending Board / Committee Meeting. Apart from the sitting fees as aforesaid noneof the Whole-Time Directors of the Company receive any remuneration or commission from anysubsidiaries of the Company.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors wish to place on record their appreciation for dedicated service andcontribution made by the employees of the Company at all levels.

Your Directors would also like to place on record their appreciation for the continuedco-operation and support received by the Company during the year from its customerssuppliers investors bankers financial institutions business partners and otherstakeholders.

On behalf of the Board of Directors
ANIL KUMAR JAIN
Date: 15th May 2017 Executive Chairman
Place: Mumbai DIN: 00086106