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ICSA (India) Ltd.

BSE: 531524 Sector: IT
NSE: ICSA ISIN Code: INE306B01029
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VOLUME 1463
52-Week high 6.87
52-Week low 1.58
P/E
Mkt Cap.(Rs cr) 10
Buy Price 2.05
Buy Qty 150.00
Sell Price 2.18
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OPEN 2.23
CLOSE 2.15
VOLUME 1463
52-Week high 6.87
52-Week low 1.58
P/E
Mkt Cap.(Rs cr) 10
Buy Price 2.05
Buy Qty 150.00
Sell Price 2.18
Sell Qty 137.00

ICSA (India) Ltd. (ICSA) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 23rd Annual Report of the Companytogether with the audited accounts for the year ended March 31 2017

Financial Results

DESCRIPTION 2016-17 2015-16
1 Revenue (net of duties & taxes) 286.85 485.47
2 Profit/(Loss) before depreciation & amortization finance cost and exceptional items 187.74 (373.34)
3 Finance Cost 12.52 27.13
4 Depreciation & Amortization 1051.43 1086.81
5 Exceptional items
- Bad debts written off - 593.31
6 Profit/(loss) before tax (2-3-4-5) (876.21) (2080.39)
7 Provision for tax - -
8 Profit/(loss) after tax (6-7) (876.21) (2080.39)

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE

Your Company has recorded a consolidated income (as per Indian GAAP) of Rs.286.85 Lakhsfor the Financial Year under review and incurred a loss of Rs.876. 21 Lakhs.

DIVIDEND

Due to losses no dividend has been recommended by directors for the financial year2016-17.

SHARE CAPITAL

The Paid up Equity Share Capital as on 31st March 2017 was Rs.9.62 crores. During theyear under review the Company has not issued any shares either with differential votingrights or to its employee neither stock options nor sweats equity shares and does not haveany scheme to fund its employees to purchase the shares of the Company.

DIRECTORS

All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Act. In the opinion of the Boardthey fulfill the conditions of independence as specified in the Act and the Rules madethere under and are independent of the management.

CHANGES IN CAPITAL STRUCTURE

There is no change in the capital structure of the company during the accountingperiod.

HUMAN RESOURCES

‘Human Resources' are recognized as a key pillar of

any successful organization and so is for ICSA (INDIA) LIMITED. The company putsconstant efforts in recruiting and training the employees and ensures to bring out thebest of them. The company adopts a HR policy and ensures that all the employees are awareof personnel policies. The needs of the employees are addressed with high importance andefforts are made to provide a highly challenging and healthy environment. Besides allthese the company places high emphasis on professional etiquette required of everyemployee.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

ICSA (INDIA) LIMITED has an adequate system of internal control to ensure that theresources of the Company are used efficiently and effectively all assets are safeguardedand protected against loss from unauthorized use or disposition and the transactions areauthorized recorded and reported correctly financial and other data are reliable forpreparing financial information and other data and for maintaining accountability ofassets. The internal control is supplemented by extensive programmer of internal auditsreview by management documented policies guidelines and procedures.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company has been denied access to the AuditCommittee.

RELATED PARTY TRANSACTIONS:

The company has not entered any related party transactions referred to in Section188(1) of the Companies Act 2013.

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134 (3) (p) 149(8) and Schedule IV of theCompanies Act 2013 annual Performance Evaluation of the Directors as well as of theAudit Committee Nomination and Remuneration has been carried out. The PerformanceEvaluation of the Independent Directors was carried out by the entire Board and thePerformance Evaluation of the Chairman and Non-Independent Directors was carried out bythe Independent Directors. The manner in which the evaluation has been carried out hasbeen explained in Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

The Company has adopted the Nomination and Remuneration Policy for the Directors KeyManagerial

Personnel and other employees pursuant to the provisions of the Act and Clause 49 ofthe Listing Agreement. The Nomination and Remuneration Committee has considered thefollowing factors while formulating the Policy: (i) The level and composition ofremuneration is reasonable and sufficient to attract retain and motivate Directors of thequality required to run the Company successfully; (ii) Relationship of remuneration toperformance is clear and meets appropriate performance benchmarks; and (iii) Remunerationto Directors Key Managerial Personnel and Senior Management involves a balance betweenfixed and incentive pay reflecting short and long-term performance objectives appropriateto the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors Key Managerial Personnel andall other employees is as per the Remuneration Policy of the Company. Details of theRemuneration Policy are given in the Corporate Governance Report.

BOARD AND COMMITTEE MEETINGS

A calendar of Board and Committee Meetings to be held during the year was circulated inadvance to the Directors. Four Board Meetings were convened and held during the year.

Details of the composition of the Board and its Committees and of the Meetings held andattendance of the Directors at such Meetings are provided in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Act and the SEBI (LODR) Regulation 2015.

SUBSIDIARY

The Company has no Subsidiaries.

FIXED DEPOSITS

Your Company has not accepted any deposits falling within the meaning of Sec.76 of theCompanies Act 2013 any other provision read with the Companies (Acceptance of Deposits)Rules during the financial year under review.

INSURANCE

The Company's properties and assets are adequately insured wherever required.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 your Directorsto the best of their knowledge and ability confirm as under: a) In the preparation of theannual accounts for the year ended 31st March 2017 the applicable accounting standardshad been followed along with proper explanation relating to material departures; b) TheDirectors have selected such accounting policies and applied them 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 at the end of the financial year and of the profitof the Company for that period; c) The Directors have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of thisAct for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) The annual accounts have been prepared on a going concern basis;e) The Company had laid down Internal Financial Controls to be followed by the Company andthat such Internal Financial Controls are adequate and were operating effectively: and f)The have devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s C.V. Reddy K & Associates Practicing Company Secretaries to undertakethe secretarial audit of the company. The Secretarial Audit Report is annexed herewith as‘Annexure I'.

The Secretarial Audit Report for the financial year ended 31st March 2017 does containany qualification which needs to be rectified.

STATUTORY AUDITORS

M/s. P Murali & Co. Chartered Accountants Hyderabad appointed as StatutoryAuditors of the Company at the ensuing annual general meeting.

It is proposed to appoint M/s. P Murali & Co. Chartered Accountants (Firm Reg no:007257S) Hyderabad in the ensuing Annual General Meeting as Statutory Auditors of theCompany for one term of five consecutive years i.e. from F.Y. 2017-18 to F.Y. 2021-22subject to ratification of such appointment every year by the members at every AnnualGeneral Meeting. They have confirmed their eligibility under Section 141 of the CompaniesAct 2013 and the Rules framed thereunder.

The Statutory Auditors' Report by M/s. Rambabu & Co. Chartered Accountants doesnot contain any reservation qualification or adverse remark.

RESPONSE TO AUDITORS OBSERVATIONS AND EMPHASIS OF MATTERS

With reference to the observations made by the Statutory Auditors in the Audit Reportthe management response there to as follows:-i) Attention is invited to Note No.7 to Noteson Financial statements regarding non-provision of interest on working capital loans foran amount of Rs. 15392.37 lacs. (Cumulative upto 31-03-2017 amounting to Rs.48996.20lacs.) The loss of the company is understated to an extent of Rs.15392.37 lacs for theyear and cumulative loss upto 31-03-2017 to the extent of Rs.48996.20 lacs and liabilityof the company is understated to that extent.

Management Response:

The Company has been declared sick u/s. 3(1)(o) of SICA as per the order pronounced bythe Hon'ble BIFR on 12.02.2014. Later banks have issued SARFAESI Act 2002 against whichHon'ble BIFR has stayed the actions of banks.

The Company also has given DRS proposal to the banks on 25.3.2014 & to Hon'ble BIFRon 26.3.2014 and presently the same is pending with National Company Law Tribunal (NCLT).Hence interest is not provided. ii) Attention is invited to Note No.9 to Notes onFinancial statements regarding non-provision of interest on Term Loans from banks for anamount of Rs.13190.18 lacs. (Cumulative upto 31-03-2017 amounting to Rs.39148.17lacs)The loss of the company is understated to an extent of Rs. 13190.18 lacs for the year andcumulative loss upto 31-03-2017 to the extent of Rs. 39148.17 lacs and liability of thecompany is understated to that extent.

Management Response:

The Company has been declared sick u/s.3(1)(o) of SICA as per the order pronounced bythe Hon'ble BIFR on 12.02.2014. Later banks have issued SARFAESI Act 2002 against whichHon'ble BIFR has stayed the actions of banks.

The Company also has given DRS proposal to the banks on 25.3.2014 & to Hon'ble BIFRon 26.3.2014 and presently the same is pending with National Company Law Tribunal (NCLT).Hence interest is not provided. iii) Attention is invited to Note No.9 to Notes onFinancial statements regarding non-provision of interest on corporate dividend tax for anamount of Rs.12.85 lacs for the year (Cumulative interest upto 31-03-2017 amounting toRs.89.94 lacs. The loss of the company is understated to an extent of Rs.12.85 lacs forthe year and cumulative loss upto 31-03-2017 to the extent of Rs. 89.94 lacs and liabilityof the company is understated to that extent.

Management Response:

The Company has been declared sick u/s. 3(1)(o) of SICA as per the order pronounced bythe Hon'ble BIFR on 12.02.2014.Later banks have issued SARFAESI Act 2002 against whichHon'ble BIFR has stayed the actions of banks.

The Company also has given DRS proposal to the banks on 25.3.2014 & to hon'ble BIFRon 26.3.2014 and presently the same is pending with National Company Law Tribunal (NCLT).Hence interest is not provided..

iv) Attention is invited to Note No.24 (a)(iii) to Notes on Financial statementsregarding non-provision of Rs. 6427.58 lacs towards differential interest for nonacceptance of CDR package by banks. The loss of the company is understated to an extent ofRs. 6427.58 lacs and the liability of the company is understated to that extent.

Management Response:

The Company has been declared sick u/s.3(1)(o) of SICA as per the order pronounced bythe Hon'ble BIFR on 12.02.2014. Later banks have issued SARFAESI Act 2002 against whichHon'ble BIFR has stayed the actions of banks.

The Company also has given DRS proposal to the banks on 25.3.2014 & to Hon'ble BIFRon 26.3.2014 and presently the same is pending with National Company Law Tribunal (NCLT).Hence interest is not provided.

v) The Company is not carrying on any activities In view of the above we are of theopinion that the company is not able to continue as a going concern.

Management Response:

Company is carrying out rectification to the projects completed in earlier years anddiscussing with the state electricity board for releae of payments. Since therectification in full not completed billing not done to customers to claim the payments.

Hence the management of the Company is treating the Company as going concern.

EMPLOYEES

During the year under review none of the employees were in receipt of remuneration inexcess of the limits prescribed under the Section 197 (12) of the Companies Act 2013 andany other applicable provisions of the ACT read with rule 5(1) the Companies (Appointmentand Remuneration of Managerial personal) Rules 2013 as amended.

LISTING OF SECURITIES

The Company's equity shares are listed with the Bombay Stock Exchange Ltd. and theNational Stock Exchange. The annual listing fee for the years 2017-18 have been paid tothese exchanges.

CORPORATE GOVERNANCE AND SHAREHOLDERS' INFORMATION

Your Company has been practicing the principles of good Corporate Governance over theyears and it is a continuous and on-going process. A detailed Report on CorporateGovernance is given as Annexure 'A' to this Report. Certificate from Practicing CompanySecretary confirming the compliance with conditions of Corporate Governance as stipulatedunder clause 49 of the Listing Agreement is attached to this report.

MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to the provisions of Clause 49 of the Listing Agreement with the stockexchange a report on Management Discussion & Analysis is attached to this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN-EXCHANGE EARNINGS AND OUTGO

Information as required to be furnished under the provisions of the Companies(Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are ashereunder:

CONSERVATION OF ENERGY

Energy conservation measures taken up:

ICSA (INDIA) LIMITED uses electrical energy for its equipment such as air-conditionerscomputer terminals lighting and utilities at work places. As an on-going process wecontinue to undertake the following measures to conserve energy:-

- Incorporating new technologies in the air-conditioning system of the upcomingfacilities to optimize power consumption

- Identifying and replacing low-efficient machinery (AC) in a phased manner

- Identifying and replacing outdated and low-efficient UPS systems in a phased mannerThe Company also has in place the internal control procedures by which the cost of theelectricity will be identified with the project and thereby there will be an incentivefor the concerned department to consume optimum power.

Additional investment and proposals for reduction of consumption of energy: Nil.

Total energy consumption requirement: Not applicable as the Company is not engaged inany of the specified industries specified in Schedule 1 to the Companies (Disclosures ofParticulars in the Report of the Board of Directors) Rules 1988.

RESEARCH AND DEVELOPMENT

The Company is committed to continue its efforts in Research and Development. OurResearch and Development activities will help us gear up for future opportunities. Weinvest and encourage continuous innovation.

TECHNOLOGY ABSORPTION ADOPTION AND INNOVATION

Efforts made in technology absorption : Enclosed - Form ‘B'

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure - II".

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The company has received declaration from Mr. Sarveswar Reddy Mandra and Mr. Telukutla.Srinivasa Rao Independent Director of the Company to the effect that they are meeting thecriteria of independence as provided in Sub-section (6) of Section 149 of the CompaniesAct 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Annexure-III

SEXUAL HARASSMENT

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules there under.

ACKNOWLEDGEMENTS

Your Directors are thankful to all investors customers vendors banks and serviceproviders as well as regulatory and government authorities and other business constituentsfor their assistance co-operation understanding support and encouragement. YourDirectors also sincerely appreciate the high degree of professionalism commitment anddedication displayed by the employees at all level in the initiatives of the Company.

By the order of the Board of Directors for ICSA (INDIA) LIMITED

Sd/-

G. BALA REDDY

Chairman-cum-Managing Director

Place: Hyderabad Date: 11.08.2017