Your Directors present the 35th Annual Report together with audited accountsfor the year ended 31st March 2021. The summarised financial results of thecompany are furnished below:
(Rs. In Lakhs)
| ||2021 ||2020 |
|Gross Turnover ||3893.61 ||88207.77 |
|Gross Income ||124.15 ||436.75 |
|Profit / (Loss) before depreciation and tax ||(29.70) ||24.47 |
|Less: Depreciation ||6.54 ||6.93 |
|Profit / (Loss) before Tax ||(36.24) ||17.54 |
|Less : Taxation ||0.61 ||4.56 |
|Profit / (Loss) After Tax ||(35.63) ||12.98 |
|Other Comprehensive Income ||- ||(3.58) |
|Total Comprehensive Income for the year ||(35.63) ||9.40 |
In view of the loss incurred during the year the Board of Directors are unable torecommend any dividend for the year ended 31st March 2021.
The Company has not transferred any amount to the reserves for the year ended 31stMarch 2021.
REVIEW OF PERFORMANCE FUND BASED ACTIVITY FOR'XCHANGE
The gross turnover and gross income for the year ended 31st March 2021 areRs.3893.61 lakhs and Rs.124.15 lakhs respectively as against Rs.88207.77 lakhs andRs.415.60 lakhs during the previous year. The volume decrease is on account of Covid-19which impacted both the bulk and retail segments very badly throughout the year and hencehuge impact on the income side also. This division operates from 15 centers.
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 for the year ended 31st March 2021 are Nil asagainst Rs.104.14 lakhs and Rs.1.91 lakhs during the previous year. This division ispresently operating at only one center.
FOREX ADVISORY SERVICES MIDAS FOREX
Midas Forex the forex advisory division of the Company has earned a net income ofRs.5.98 lakhs during the year ended 31st March 2021 as against Rs.7.99 lakhsduring the previous year.
The paid up equity share capital of the Company is Rs.2170.62 Lakhs as on 31stMarch 2021 comprising 21706200 equity shares of Rs.10/- each.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34(2) of Securities and Exchange Board of India [ListingObligations and Disclosure Requirements (SEBI LODR)] Regulations 2015 a ManagementDiscussion and Analysis Report is annexed to this report.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors make the following statement in terms of Section 134(5) of the CompaniesAct 2013:
1. that in the preparation of the annual accounts for the year ended 31stMarch 2021 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 2021 and of theloss 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 2021 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
Policy on material subsidiary is available on Company's website. India Cements CapitalLimited had two subsidiaries viz. India Cements Investment Services Limited (ICISL) whichis a material subsidiary and its step down subsidiary ICIS Commodities Limited.
INDIA CEMENTS INVESTMENT SERVICES LIMITED
The turnover and income for the year ended 31st March 2021 were Rs.123698lakhs and Rs.90.51 lakhs as against Rs.157716 lakhs and Rs.90.23 lakhs respectively forthe previous year. The Company has handled a turnover in the cash market segment ofRs.62425 lakhs during the year ended 31st March 2021 as against Rs.77977 lakhsduring the previous year. The turnover in the Futures & Options segment is Rs.61273lakhs during the year ended 31st March 2021 as against Rs.78165 lakhs duringthe previous year. The volume levels are less comparing to corresponding period ofprevious year in both cash market and Futures & Options segments resulting inreasonable decrease in income.
The Company has earned other operating income of Rs.9.93 lakhs during the year ended 31stMarch 2021 as against Rs.12.49 lakhs during the previous year. The Company has alsoearned other income of Rs. 16.11 lakhs during the year ended 31st March 2021as against Rs.22.36 lakhs during the previous year.
During the period under review this division has been operating with 4 branches and 8business associates.
ICIS COMMODITIES LIMITED
ICIS Commodities Limited was incorporated as a wholly owned subsidiary of India CementsInvestment Services Limited to undertake the activity of commodities broking. There wereno operations in this Company. The Company has voluntarily made an application with theRegistrar of Companies (ROC) Chennai Ministry of Corporate Affairs for striking off itsname from the records of ROC. During the year under review Ministry of Corporate Affairsvide its order dated 19th October 2020 had struck off the name of the Companyfrom its Register of Companies and hence said Company ceases to exist.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements drawn up in accordance with the provisions ofSection 129(3) of the Companies Act 2013 forms part of the Annual Report.
A separate statement containing the salient features of the audited financialstatements of its Subsidiary for the financial year ended 31st March 2021 inForm AOC-1 is attached to the Annual Report as Annexure-4.
Sri.V.M.Mohan retires by rotation at the ensuing Annual General Meeting of the Companyand is eligible for reappointment.
Brief particulars of Director eligible for reappointment is annexed to the Noticeconvening the 35th Annual General Meeting of the Company. No director isrelated to each other. The details of shares held by non-executive directors are given inCorporate Governance Report.
Smt. E. Jayashree ceased to be the Director with effect from 28.09.2020 consequent toher not opting for reappointment at the last Annual General Meeting held on 28.09.2020.Other than the above there have been no changes in the Directors 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 Audit Nomination and Remuneration and other 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.K.Suresh Chief Executive Officerand Chief Financial Officer and Ms. E.Jayashree Company Secretary.
The Board based on the recommendation of Nomination and Remuneration Committeeapproved the reappointment of Sri.K.Suresh as Manager' under the Companies Act2013 for a period from 01.05.2021 to 30.04.2022 subject to the approval of theshareholders and the Resolutions for his reappointment as Manager' under theCompanies Act 2013 is included under special business in the Notice convening the 35thAnnual General Meeting for approval of the members of the Company.
During the year five Board Meetings were held. The details of board meetings and itsCommittees 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.
M/s. P.S.Subramania Iyer & Co Chartered Accountants Chennai have carried out theaudit of the Accounts for the year ended 31st March 2021 and gave their report thereon.Their audit report does not contain any qualification.
The Shareholders of the Company at the 31st Annual General Meeting (AGM)held on 15th September 2017 appointed M/s P.S.Subramania Iyer & Co.Chennai as Statutory Auditors of the Company to hold office for a period of 5 years fromthe conclusion of the 31st AGM until conclusion of 36th AGM subjectto ratification of their appointment by the Shareholders at every AGM held after the 31stAGM of the Company. In terms of the provisions of Section 139(1) of the Companies Act2013 which was amended by the Companies (Amendment) Act 2017 notified by the Ministry ofCorporate Affairs on 7th May 2018 the requirement of ratification ofappointment of Auditors by the Shareholders at every AGM is dispensed with andaccordingly the resolution for ratification of appointment of Auditors is not included inthe Notice convening the 35th Annual General Meeting of the Company.
Messrs Gopalaiyer & Subramanian Chennai have been appointed as Internal Auditorsfor the year 2021-22.
Ms.P.Sindhuja Company Secretary in Practice has been appointed as Secretarial Auditorof the Company for the year 2020-21 to fill the casual vacancy caused by the demise of theSecretarial Auditor Mr.G.Porselvam. The Secretarial Audit Report in Form MR-3 for theFinancial Year 2020-21 is attached as Annexure 1. The report does not contain anyqualification reservation or adverse remarks. Ms.P.Sindhuja Company Secretary inPractice has been appointed as Secretarial Auditor of the Company for the year 2021-22.
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.
Your Company has not accepted deposits from public and shareholders 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.
RISK MANAGEMENT POLICY
Pursuant to Section 134(3)(n) of the Companies Act 2013 and Regulation 17(9) of SEBI(LODR) Regulations 2015 the Company has developed and implemented a Risk ManagementPolicy. The Policy envisages identification of risk and procedures for assessment andmitigation thereof.
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.
ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
Pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules 2014 it is reported thatduring the year 2020-2021 no Orders were passed by the Regulators or Courts or Tribunalsimpacting 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) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is notapplicable to the Company.
An extract of the Annual Return of the Company for the financial year ended 31stMarch 2021 is made available at the Company's website www.iccaps.com.
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 3. 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 member who 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. There are no materiallysignificant related party transactions entered by the Company with Promoters DirectorsKey Managerial Personnel or other designated persons which may have a potential conflictwith the interest of the Company at large. The policy on Related Party Transactions asapproved by the Board is uploaded on the Company's website. None of the Directors has anypecuniary 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 inAnnexure 5.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
The Company during the year has not given any loans or guarantees or provided securityto any person or other body corporate attracting the provisions of Section 186 of theCompanies Act 2013.
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.
THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013
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.
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 |
| ||V.MANICKAM |
|Place : Chennai ||CHAIRMAN |
|Date : 11.08.2021 ||DIN No. 00179715 |