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ICDS Ltd.

BSE: 511194 Sector: Financials
NSE: ICDSLTD ISIN Code: INE613B01010
BSE 05:30 | 01 Jan ICDS Ltd
NSE 05:30 | 01 Jan ICDS Ltd

ICDS Ltd. (ICDSLTD) - Director Report

Company director report

To

The Members

Your Board of Directors have pleasure in presenting their 47 AnnualReport on the business and operations of the Company and the accounts for the FinancialYear ended March 31 2018.

FINANCIAL SUMMARY

The following table brings out the financial performance of the Companyduring the F.Y. 2017-18:

(Rs. in ‘000)

31 March

31 March

2018

2017

Income from Operations

58349

22925

Other Income

4670

57917

Write back of provisions

2557

10542

Total Income

65576

91384

Less: Operating Expenses

16292

16178

49284

75206

Less: Interest

335

1053

Profit before Depreciation

48949

74153

Less: Depreciation

1205

1218

Profit after Depreciation before Tax

47744

72935

Less: Provision for Income Tax/ (write back)

11710

1847

Profit after Tax

36034

710„88

Add: (Loss) brought forward

16704

(54384)

Profit carried forward

52738

16704

COMPANIES STATE OF AFFAIRS:

During the year under review the Company has earned income of Rs.6.56Crores (including sale of telephone handsets accessories and shares in stock in trade ofRs.3.38 Crores) as against Rs.9.14 Crores in the corresponding period of the previousyear- (which also included income from sale of telephone handsets and accessories ofRs.0.40 Crores) from recovery of over dues from HP/Lease/Bills Discounting/Loan PartiesCommission from insurance related activities service charges earned from telephone billrecovery services dividend and interest. The operating expense incurred during thereporting period was Rs.1.63 Crores as against Rs.2.04 Crores in the previous year. Theaccumulated profit which was at Rs.1.67 Crores as on 31st March 2017 has been increasedto Rs.5.27 Crores on 31st March 2018. The net worth of the Company as on 31st March 2018went up to Rs.21.55 Crores (Rs.17.99 Crores in the corresponding period of previous year).

Scheme of Arrangement

The details of unclaimed public liabilities with the Company as per theScheme of Arrangement sanctioned by the Hon'ble High Court of Karnataka have been coveredin the Corporate Governance Report. However the total liability unpaid as on 31st March2018 was Rs.1.27 Crores which does not include cheques issued to the investors but notpresented amounting Rs.1.82 Crores.

Future Business Plans

As reported in the earlier years the Company stopped NBFC business asper the undertaking given to H'ble High Court of Karnataka while considering the Company'sapplication for scheme of arrangement. Since then Company was focusing its activities onrecovery of over dues. The company's net owned funds has become positive and meets theminimum required NOF stipulated by Reserve Bank of India for Non-Banking Finance Business.The Company has applied RBI for registering it as a Non-Deposit taking NBFC for pursuingbusiness of Hire Purchase/Lease finance.

Fee based Activities

In order to generate some income to partly meet the establishmentexpenses your Company is engaged as Corporate Agent for Life and General InsuranceCompanies. The Company is also focusing on collecting over dues from HP/Lease/Loans/Billsdiscounted portfolios.

DIVIDEND

Since the Company is not engaged in any income generating activities atpresent your Directors expressed their inability to recommend Dividend during the yearunder report.

SHARE CAPITAL

The paid up Share Capital as on 31st March 2018 was Rs.130267000/-. During the year under review the Company has not issued any shares andalso has not issued shares with differential voting rights. It has neither issued employeestock options nor sweat equity shares and does not have any scheme to fund its employeesto purchase the shares of the Company.

DEPOSITS

The Company has not accepted any deposits from the public/ shareholdersduring the year under review as per Section 73 of the Companies Act 2013.

CORPORATE GOVERNANCE

Pursuant to the Regulation 34(3) read with Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 Corporate GovernanceReport and Auditor's Certificate regarding Compliance of conditions of Governance are madea part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs Vimal C. Kamath [DIN 07182821] Director retire by rotation at theforthcoming Annual General Meeting and being eligible offer herself for reappointment.

Details of remuneration paid to the Directors and Key ManagerialPersonnel are given in the Form MGT-9 which is available in the Company's website www.icdslimited.com(link: http://www. icdslimited.com/sites/default/files/ICDS Form MGT-9 Extract of AnnualReturn 2018.pdf.

A brief profile of the Directors seeking confirmation/appointmentnature of expertise in specific functional area name of other public companies in whichhe/she holds directorship and membership/chairmanship of the committees of the Board ofDirectors and the particulars of the shareholding as stipulated under Regulation 36(3) ofSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 and SecretarialStandards 2 (SS 2 on General Meetings) is appended to the Notice.

The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed both under the Companies Act 2013 and Regulations of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to theDirectors. During the year four Board Meetings were convened and held on 30.05.201712.09.2017 11.12.2017

08.02.2018. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.

AUDIT COMMITTEE

The Audit Committee comprises independent directors namely Mr. BharathK. Nayak (Chairman) Mr. K. M. Udupa Mr. A. Giridhar Pai and Mr. U. Harish P. Shenoy asother members. All the recommendations made by the Audit Committee were accepted by theBoard. Details of Audit Committee meetings are enumerated in the Corporate GovernanceReport.

The role and terms of reference of Audit Committee cover the areasmentioned in Regulation 72 of the SEBI (Listing Obligation & Disclosure Requirements)Regulations 2015 and Section 179 of the Companies Act 2013 besides other terms referredto by the Board of Directors from time to time. During the year the Committee met on30.05.2017 12.09.2017 11.12.2017

08.02.2018.

REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES OF THECOMPANY

The Company has not developed and implemented any Corporate SocialResponsibility initiatives as per the provisions

of Section 135(1) of the Companies Act 2013 as the said provisions arenot applicable to the Company for the time being.

PARTICULARS OF EMPLOYEES

During the year under review the Company had no employees whoseremuneration exceeded the limit prescribed under Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and subsequent amendments thereto.

Particulars of top ten employees of the Company in terms ofremuneration drawn during the year 2017-18 presented as an annexure to the Board Reportduring the Board Meeting is preserved separately and the same will be made available toany shareholders on request made to the company in writing.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business andis committed to managing the risks in a proactive and efficient manner.

Your Company through its risk management process strives to containimpact and likelihood of the risks from time to time.

SUBSIDIARY/ASSOCIATE COMPANIES

The Consolidated Financial Statements of the Company and itssubsidiaries and associates prepared in accordance with Accounting Standard 21 issued bythe Institute of Chartered Accountants of India form part of the Annual Report and arereflected in the Consolidated Financial Statements of the Company.

The Annual Accounts of the subsidiaries/associates and related detailedinformation will be kept at the Registered Office of the Company as also at theregistered offices of the respective subsidiary/associate companies and will be availableto investors seeking information at any time.

Salient features of financial statements of subsidiary/associatecompanies pursuant to Section 129(3) of the Companies Act 2013 have been covered in theFinancial Statements in Form AOC-1.

RELATED PARTY TRANSACTION

All related party transactions that were entered into were on an arm'slength basis in the ordinary course of business and were in compliance with theapplicable provisions of Companies Act 2013 ("the Act"). There were nomaterially significant related party transactions made by the Company during the year thatwould have required shareholders approval under the provisions of the Act. Details of thetransactions with related parties are provided in the Note No. 41 of accompanyingfinancial statements. Form AOC-2 pursuant to Clause (h) of sub-section (3) of Section 134

of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014 isannexed herewith marked as Annexure I.

BOARD EVALUATION

Pursuant to the provisions of Companies Act 2013 and SEBI (LODR)Regulations 2015 Board has carried out an annual performance evaluation of its ownperformance and the Directors individually. The manner in which the evaluation has beencarried out are detailed below:

The performance evaluation of Chairman and Non-Independent Directorswas earned out by the Independent Directors. The Independent Directors evaluated theparameters viz. level of engagement duties responsibilities performance obligationsand governance safeguarding the interest of the Company. The performance evaluation ofIndependent directors was carried out by the entire Board.

AUDITORS

The Auditors M/s Pathak H. D. & Associates Chartered AccountantsMumbai (FRN: 107783W) retire at the ensuing Annual General Meeting and being eligibleoffer themselves for reappointment to hold office till the conclusion of the 51st AnnualGeneral Meeting to be held in the Calendar year 2022 subject to ratification in theensuing annual general meeting.

AUDITORS' REPORT

Auditors report does not contain any qualifications reservations oradverse remarks.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under SriShrinlvas Devadlga Practicing Company Secretary (Membership No. 22381 CoP No. 10372) fromBangalore has been appointed as Secretarial Auditor of the Company. The report of theSecretarial Auditor is enclosed as Annexure II to this report. Secretarial Auditors'Report does not contain any qualifications reservations or adverse remarks.

INTERNAL FINANCIAL CONTROL

The Company has implemented and evaluated the Internal FinancialControls which provide a reasonable assurance in respect of providing financial andoperational information complying with applicable statutes and policies safeguarding ofassets prevention and detection of frauds accuracy and completeness of accountingrecords. The Company has appointed Internal Auditor with dedicated internal audit team.The Internal Audit Reports were reviewed periodically by the Audit Committee. Further theAudit Committee annually reviews the effectiveness of the Company's internal controlsystem. The Directors and Management confirm that the Internal Financial Controls (IFC)and adequate with respect to the operations of the Company. A report of Auditors pursuantto Section 143(3)(i)

of the Companies Act 2013 certifying the adequacy of InternalFinancial Controls is annexed with the Auditors Report.

EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act 2013 andrule 12(1) of the Companies (Management and Administration) Rules 2014 an extract ofannual return in MGT 9 is available on the Company's website www.icdslimited.com (link: http://www.icdslimited.com/sites/default/files/ICDSForm MGT-9 Extract of Annual Return 2018.pdf).

Material changes and commitments if any affecting the financialposition of the Company which has occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report:

There are no such material changes to be reported in this regard.Change in nature of Business:

There is no change in nature of business.

Details of significant and material orders passed by the regulators orcourts or tribunals impacting the going concern status and company's operations in future:

Your Directors wish to state that there have been no significant ormaterial orders that were passed by the Regulators or Courts or Tribunals which may impactthe going concern status and operations of the Company in future.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans: Nil

Details of Guarantee/Security Provided: Company has not provided anyguarantee/Security during the financial year. Investments made are of the naturequoted/unquoted equity shares and investment in property. Particulars of such investmentsare provided in the financial statements vide Note No.12.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

In order to prevent sexual harassment of Women at Work Place a newAct. The Sexual Harassment of Women at Work Place (Prevention Prohibition &Redressal)Act 2013 has been notified on 9th December 2013. In terms of the said ActYour Company has constituted an Internal Complaints Committee to look into complaints ofsexual harassment at work place of any women employee. The Company has adopted a policyfor prevention of sexual harassment of women at work place and has set up internalcommittee for implementation of the said policy. During the year your Company has notreceived any complaint of sexual harassment of any women employee.

The following is a summary of sexual harassment complaints received anddisposed off during the year 2017-18:

a. No. of complaints received Nil

b. No. of complaints disposed off : Nil

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The company did not have any activity in relation to conservation ofenergy or technology absorption. The Company had no foreign exchange earnings or outgoingsduring the year under report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors hereby report in terms of Clause (c) of sub-section (3)of Section 134 of the Companies Act 2013 that —

(a) in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures;

(b) the directors have selected such accounting policies and appliedthem consistently and made Judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(d) the directors have prepared the annual accounts on a going concernbasis; and

(e) the directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education Protection Fund(Accounting Audit Transfer and Refund) Rules 2016 the Company has already filed thenecessary form and uploaded the details of unpaid and unclaimed amounts lying with theCompany as on the date of last AGM (i.e. 25.09.2017) with the Ministry of CorporateAffairs.

VIGIL MECHANISM

The Company has a Whistle Blower Policy for Directors and employees andadopted the Whistle Blower Policy in terms of Section 177 (9) and (10) of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 toreport genuine concerns if any about unethical behavior wrongful conduct and violationof Company's code of conduct or ethics. The Whistle Blower Policy is available on theCompany's website www.icdslimited.com.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of theservices and co-operation extended by our Bankers Investors and Members of Staff of theCompany during the year under report. Your directors also wish to thank the shareholdersfor their support.

Your directors also wish to place on record their deep sense ofappreciation of the services rendered by the staff members at all levels.

For and on behalf of the Board of Directors

Place : Manipal Date : 29.05.2018

Sd/-

(T. Mohandas Pai)

Chairman & Whole-time Director (DIN-00104336)