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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 48th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March312019.

FINANCIAL SUMMARY

The following table brings out the financial performance of the Company during the F.Y.2018-19:

(Rs. in '000)

31-Mar-2019 31-Mar-2018
Income from Operations 27784 60906
Other Income 7285 6484
Total Income 35069 67390
Less: Operating Expenses 19968 16292
Less: Fair value loss on Investments 31761 1814
Less: Interest 306 335
Profit/(loss) before Depreciation (16966) 48949
Less: Depreciation 1265 1205
Profit after Depreciation before Tax (18231) 47744
Less: Provision for Income Tax 143 11710
Profit/(Loss) after Tax (18374) 36034
Opening balance of retained earnings 51904 16258
Profit / (loss) for the year[a] (18374) 36034
Other comprehensive income/(loss) [b] (367) (388)
Total comprehensive income/(loss) [a+b] (18741) 35646
Closing balance of retained earnings 33163 51904

COMPANIES STATE OF AFFAIRS:

During the year under review the Company has earned income of Rs. 35069 thousand asagainst Rs. 67390 thousand in the corresponding previous year. The income for thecurrent year is not comparable with that of the previous year due to the fact that thePrevious Year income included sale of telephone handsets and accessories and the reductionof stock in trade comprising of shares to the extent of Rs. 33826 thousand. The incomefor the year basically consists of recovery of dues commission from Insurance relatedactivities dividend and interest. The operating expense for the year is Rs. 19968thousand as against Rs. 16292 thousand in the previous year. The provision for the fairvalue of investments (reduction in the value of investments is Rs. 31761 thousand asagainst Rs. 1814 thousand in the previous year. The profit/(loss) after tax for the yearafter adjusting the provision stands at Rs. (18374) thousand as against Rs. 36034thousand in the Previous year. On account of the losses incurred during the year there iserosion in the net worth of the company. The Net worth of the company as at March 31 2019stands at Rs. 196764 thousand as against Rs. 215505 thousandas at March 312018.

FUTURE BUSINESS PLANS:

The Company has stopped NBFC business subsequent to the filing of scheme of arrangementwith the Hon'ble High Court of Karnataka Bangalore. As the Company had repaid the entirepublic liabilities (subject to Note No. 23(a) of the financials) has applied for freshCertificate of Registration (COR) with Reserve Bank of India as Non deposit taking NBFC.Reserve Bank of India has made certain suggestions most of which the Company has compliedwith and requested Reserve Bank of India to issue the COR with the assurance that theother suggestions will be implemented post issuance of COR. Reserve Bank of India vide itsletter dated 26th December 2018 informed the company that the company's request for theCOR has been rejected and advised the company to approach the Appellate Authority forredressal of grievances if any. The company accordingly has filed an application beforethe Appellate Authority and the same is presently pending with the said authority.

LISTING OF COMPANY'S SHARES IN NSE & BSE:

The Company shares were listed in BSE and NSE. The trading in shares were suspended byBSE in the year 1999 and by NSE in 2002. The Company started pursuing removal ofsuspension of trading in both the Stock Exchanges for the last few years by visiting theStock Exchanges in person and through consultants. The Company has been putting in itsbest efforts to get the suspension revoked at the earliest and we are hopeful of gettingsuspension revoked shortly.

FEE BASED ACTIVITIES

In order to generate some income to partly meet the establishment expenses yourCompany is engaged as Corporate Agent for Life and General Insurance Companies. Thecompany is also focusing on collecting over dues from HP/Lease/Loans/Bills discountedportfolios.

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the financial year.

DIVIDEND

In view of the losses incurred during the year and in order to conserve the resourcesfor future business your directors expressed their inability to recommend dividend duringthe year under report.

SHARE CAPITAL

The paid up Share Capital as on 31st March 2019 was Rs. 130267 thousand. During theyear under review the Company has not issued any shares and also has not issued shareswith differential voting rights. It has neither issued employee stock options nor sweatequity shares and does not have any scheme to fund its employees to purchase the shares ofthe Company. DEpOSITS:

The Company has not accepted any deposits from the public/ shareholders during the yearunder 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 Obligationsand Disclosure Requirements) Regulations 2015 Corporate Governance Report and Auditor'sCertificate regarding Compliance of conditions of Governance are made a part of thisReport.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Change in Directors

Mr. H. N. S. Rao (DIN 00106953) and Mr. K. M. Udupa (DIN 00104309) resigned from theBoard owing to personal reasons. Board wishes to place on records its appreciation ofvaluable services rendered by both of them during their tenure as Directors. Mr. TMohandas Pai [DIN 00104336] Chairman and Director retire by rotation at the forthcomingAnnual General Meeting and being eligible offer himself for reappointment.

Mr. T Sachin Pai (DIN 00795780) Mr. Sujir Prabhakar (DIN 02577488) were appointed asadditional Directors on the Board of the Company. They continued to be Directors till thedate of forthcoming Annual General Meeting. Company has received notice from membersproposing them to the position of Directors at the meeting.

Mrs. Vimal C. Kamath (DIN 07182821) and Mr. Sujir Prabhakar (DIN 02577488) wereappointed as Independent Directors of the Company subject to approval of the members inthe ensuing annual general meeting.

Mr. Bharath Krishna Nayak (00776729) resigned from the post of Independent Director andappointed as Managing Director of the Company subject to approval of the members in theensuing annual general meeting.

Details of remuneration paid to the Directors and Key Managerial Personnel are given inthe Form MGT-9 which is available in the Company's website www.icdslimited.com (link:http://www . icdslimited.com/sites/default/files/ICDS_MGT-9%20Extract%20of%20Annual%20Return%202019.pdf).

A brief profile of the Directors seeking confirmation/appointment nature of expertisein specific functional area name of other public companies in which he/she holdsdirectorship and membership/chairmanship of the committees of the Board of Directors andthe particulars of the shareholding as stipulated under Regulation 36(3) of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 and Secretarial Standards 2(SS 2 on General Meetings) is appended to the Notice.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and Regulations of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year five Board Meetings were convened and held on 29.05.2018 08.08.2018 05.11.201805.12.2018 13.02.2019. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.

AUDIT COMMITTEE

The Audit Committee comprises independent directors namely Mr. Sujir Prabhakar(Chairman) Mr. Airody Giridhar Pai and Mr. U. Harish P. Shenoy as other members. All therecommendations made by the Audit Committee were accepted by the Board. Details of AuditCommittee meetings are enumerated in the Corporate Governance Report.

The role and terms of reference of Audit Committee cover the areas mentioned inRegulation 72 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations2015 and Section 179 of the Companies Act 2013 besides other terms referred to by theBoard of Directors from time to time. During the year the Committee met on 29.05.201808.08.2018 05.11.2018 and 13.02.2019.

REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES OF THE COMPANY

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as per the provisions of Section 135(1) of the Companies Act 2013 as the saidprovisions are not applicable to the Company for the time being.

PARTICULARS OF EMPLOYEES

During the year under review the Company had no employees whose remuneration exceededthe limit prescribed under Section 197 of the Companies Act 2013 read with Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andsubsequent amendments thereto. Particulars of top ten employees of the Company in terms ofremuneration drawn during the year 2018-19 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 and is committed tomanaging the risks in a proactive and efficient manner.

Your Company through its risk management process strives to contain impact andlikelihood of the risks from time to time.

SUBSIDIARY/ASSOCIATE COMPANIES

The Consolidated Financial Statements of the Company and its subsidiary ManipalProperties Limited prepared in accordance with Indian Accounting Standard issued by theInstitute 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 subsidiary company and related detailed information will bekept at the Registered Office of the Company as also at the registered offices of thesubsidiary company and will be available to investors seeking information at any time.

Salient features of financial statements of subsidiary company pursuant to Section129(3) of the Companies Act 2013 have been covered in the Financial Statements in FormAOC-1.

RELATED PARTY TRANSACTION:

All related party transactions that were entered into were on an arm's length basis inthe ordinary course of business and were in compliance with the applicable provisions ofCompanies Act 2013 ("the Act"). There were no materially significant relatedparty transactions made by the Company during the year that would have requiredshareholders approval under the provisions of the Act. Details of the transactions withrelated parties are provided in the Note No. 38 of accompanying standalone financialstatements. Form AOC-2 pursuant to Clause (h) of sub-section (3) of Section 134 of the Actand Rule 8(2) of the Companies (Accounts) Rules 2014 is annexed herewith marked asAnnexure I.

BOARD EVALUATION

Pursuant to the provisions of Companies Act 2013 and SEBI (LODR) Regulations 2015Board has carried out an annual performance evaluation of its own performance and theDirectors individually. The manner in which the evaluation has been carried out aredetailed below:

The performance evaluation of Chairman and Non Independent Directors was carried out bythe Independent Directors. The Independent Directors evaluated the parameters viz. levelof engagement duties responsibilities performance obligations and governancesafeguarding the interest of the Company. The performance evaluation of Independentdirectors was carried out by the entire Board.

AUDITORS

Pursuant to the provisions of the Companies Act 2013 the Company at its 46th AGM heldon 25th September 2017 had appointed M/s Pathak H D & Associates CharteredAccountants Mumbai (FRN: 107783W) as the Statutory Auditors of the Company for period offive years till the conclusion of the 51st annual general meeting to be held in the year2022.

AUDITORS' REPORT:

Auditors report does not contain any qualifications reservations or adverse remarks.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under CS. Shrinivas M.Devadiga Practicing Company Secretary (Membership No. 22381 CoP No.10372) from Bangalorehas been appointed as Secretarial Auditor of the Company. The report of the SecretarialAuditor is enclosed as Annexure II to this report. Secretarial Auditors' Report does notcontain any qualifications reservations or adverse remarks. However in respect of thecomments made by the Secretarial Auditor in the Report with respect to show cause noticeissued by the Registrar of Companies Karnataka the necessary explanation given by theDirectors under Note Nos. 35(c) and 36(c) of the Notes to Standalone Financial Statementand Consolidated Financial Statement respectively are self explanatory.

INTERNAL FINANCIAL CONTROL

The Company has implemented and evaluated the Internal Financial Controls which providea reasonable assurance in respect of providing financial and operational informationcomplying with applicable statutes and policies safeguarding of assets prevention anddetection of frauds accuracy and completeness of accounting records. The Company hasappointed Internal Auditor with dedicated internal audit team. The Internal Audit Reportswere reviewed periodically by the Audit Committee. Further the Audit Committee annuallyreviews the effectiveness of the Company's internal control system. The Directors andManagement confirm that the Internal Financial Controls (IFC) and adequate with respect tothe operations of the Company. A report of Auditors pursuant to Section 143(3)(i) of theCompanies Act 2013 certifying the adequacy of Internal Financial Controls is annexed withthe Auditors Report.

EXTRACT OF ANNUAL RETURN

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 in MGT9 is available on the Company's website www.icdslimited.com (link:http://www.icdslimited.com/sites/default/files/ICDS_MGT-9%20Extract%20of%20Annual%20Return%202019.pdf) Material changes and commitments ifany affecting the financial position of the company which has occurred between the end ofthe financial year of the company to which the financial statements relate and the date ofthe 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 or courts ortribunals impacting the going concern status and company's operations in future:

Your Directors wish to state that there have been no significant or material ordersthat were passed by the Regulators or Courts or Tribunals which may impact the goingconcern 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 any guarantee/Securityduring the financial year. Investments made are of the nature quoted/unquoted equityshares and investment in property. Particulars of such investments are provided in thefinancial statements vide Note No. 10.

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

In order to prevent sexual harassment of Women at work place a new Act The SexualHarassment of Women at Work Place (Prevention Prohibition & Redressal) Act 2013 hasbeen notified on 9th December 2013. In terms of the said Act Your Company hasconstituted an Internal Complaints Committee to look into complaints of sexual harassmentat work place of any women employee. The company has adopted a policy for prevention ofsexual harassment of women at work place and has set up internal committee forimplementation of the said policy. During the year your Company has not received anycomplaint of sexual harassment of any women employee.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2018-19:

a. No. of complaints received : Nil
b. No. of complaints disposed off : Nil

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The company did not have any activity in relation to conservation of energy ortechnology absorption. The company had no foreign exchange earnings or outgoings duringthe year under report.

REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which is a part of this report and is also available on websitewww.icdslimited.com

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

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

(e) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education Protection Fund Authority(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. 25.09.2018) with the Ministry of CorporateAffairs. The Company has since transferred the unclaimed amounts under the Scheme ofArrangement to IEPF subject to Note No. 23 (a) of the Balance Sheet.

DETAILS OF FRAUD REPORT BY AUDITOR:

As per auditors' report no fraud u/s 143(12) reported by the auditor.

VIGIL MECHANISM

The Company has a Whistle Blower Policy for Directors and employees and adopted theWhistle Blower Policy in terms of Section 177 (9) and (10) of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 to report genuineconcerns if any about unethical behavior wrongful conduct and violation of Company'scode of conduct or ethics. The Whistle Blower Policy is available on the Company'swebsite: www.icdslimited.com .

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the services andco-operation extended by our Bankers Investors and Members of Staff of the Companyduring the year under report. Your directors also wish to thank the shareholders for theirsupport.

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

For and on behalf of the Board of Directors

Sd/-
(T. Mohandas Pai)
Place : Manipal Chairman
Date : 28.05.2019 (DIN-00104336)

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