Your Directors present the 33rd Annual Report together withaudited accounts for the year ended 31st March 2019. The summarised financialresults of the company are furnished below:
(Amount ' in Lakhs)
| ||2019 ||2018 |
|Gross Turnover ||49646.03 ||37918.52 |
|Gross Income ||430.76 ||491.63 |
|Profit before depreciation and tax ||36.03 ||106.92 |
|Less: Depreciation ||8.92 ||10.20 |
|Profit before Tax ||27.11 ||96.72 |
|Less : Taxation ||6.90 ||24.91 |
|Profit After Tax ||20.21 ||71.81 |
|Other Comprehensive Income ||1.22 ||(1.35) |
|Total Comprehensive Income for the year ||21.43 ||70.46 |
SURRENDERING OF CERTIFICATE OF REGISTRATION WITH RESERVE BANK OF INDIA
The Company has surrendered the certificate of Registration as"Non Banking Finance Company without accepting public deposits" voluntarily withReserve Bank of India for cancellation as the Company presently is not engaged in NBFCbusiness vide its letter dated 05.05.2017. The Reserve Bank of India after obtainingnecessary clarifications has approved our surrendering of certificate vide their letterdated 18.01.2019.
INDIAN ACCOUNTING STANDARDS
As per Ministry of Corporate Affairs (MCA) notification dated16.02.2015 and in consequence of surrendering of NBFC License the Indian AccountingStandards (Ind AS) have become mandatory for the Company for the Financial year ending31.03.2019. Accordingly the Company has adopted Ind AS from 01.04.2018 and the financialstatements for the year ended 31.03.2019 are prepared in accordance with the principleslaid down in the said Ind AS. The financial statements for the corresponding year ended31.03.2018 is restated under Ind AS.
In view of the accumulated losses of earlier years the Board ofDirectors are unable to recommend any dividend for the year ended 31st March2019.
REVIEW of pERFoRMANCE FUND BASED ACTIVITY FOR'XCHANGE
The gross Turnover and gross income for the period ended 31stMarch 2019 were ' 49646 lakhs and ' 411 lakhs respectively as against ' 37919 lakhs and '460 lakhs during the previous year. Despite a significant increase in gross turn overthere was a considerable drop in the income during the year due to reduction in incentiveoffered by the banks as also due to withdrawal of certain services by banks for certainsegment of clients serviced by your Company. In view of the restrictions imposed by banksthe company is exploring alternate arrangements for servicing these segments. The divisionoperates from 16 centres.
FEE BASED ACTIVITIES
Besides main business of foreign exchange your Company is engaged in asmall way in various fee based activities like travels forex advisory etc. These feebased activities are volume based business and showed a mixed results during the year.
The gross billing for the year ended 31st March 2019 are '135.21 lakhs as against ' 81.53 lakhs during the previous year. The Operating Income forthe year ended 31sl March 2019 is ' 0.40 lakhs as against ' 1.57 lakhs duringthe previous year. This division earned other income of ' 0.64 lakhs for the year ended 31stMarch 2019 as against ' 0.63 lakhs during the previous year. This division is presentlyoperating at only one center.
FOREX ADVISORY SERVICES MIDAS FOREX
Midas Forex the forex advisory division of the Company has earned agross income of ' 7.47 lakhs during the year ended 31st March 2019 as against' 6.46 lakhs during the previous year. This division earned other income of ' 0.54 lakhsfor the year ended 31st March 2019 as against ' 0.55 lakhs during the previousyear.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34(2) of Securities and Exchange Board of India[Listing Obligations and Disclosure Requirements (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 Companies Act 2013:
1. that in the preparation of the annual accounts for the year ended 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures.
2. that such Accounting Policies have been selected and appliedconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31slMarch 2019 and of the profit of the Company for the year ended on that date.
3. that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
4. that the annual accounts for the year ended 31st March2019 have been prepared on a going concern basis.
5. that internal financial controls to be followed by the Company havebeen laid down and that such internal financial controls are adequate and are operatingeffectively.
6. that proper systems to ensure compliance with the provisions of allapplicable laws have been devised and that such systems are adequate and operatingeffectively."
POLICY ON DETERMINATION OF MATERIAL SUBSIDIARIES
Policy on material subsidiary is available on Company's website.India Cements Capital Limited has two subsidiaries viz. India Cements Investment ServicesLimited (ICISL) which is a material subsidiary and its step down subsidiary ICISCommodities Limited.
INDIA CEMENTS INVESTMENT SERVICES LIMITED
The turnover and income for the year ended 31st March 2019were ' 224749 lakhs and ' 108.45 lakhs as against ' 235890 lakhs and ' 138.27 lakhsrespectively for the previous year. The Company has handled a turnover in the cash marketsegment ' 72405 lakhs during the year ended 31st March 2019 as against '101099 lakhs during the previous year. The turnover in the Futures & Options segmentwas ' 142731 lakhs during the year ended 31st March 2019 as against ' 134791lakhs during the previous year. The turnover in the Currency Segment is ' 9613 lakhsduring the year ended 31st March 2019 as against nil during the previous year.The significant reduction in the volume in cash market segment has impacted the incomeearned by the Company.
The Company has earned other operating income of ' 19.07 lakhs duringthe twelve months period ended 31st March 2019 as against ' 17.01 lakhs duringthe previous year. The Company has also earned other income of ' 24.31 lakhs during thetwelve months period ended 31st March 2019 as against ' 18.10 lakhs during theprevious year.
During the period under review this division has been operating with 4branches and 7 business associates.
ICIS COMMODITIES LIMITED
ICIS Commodities Limited was incorporated as a wholly owned subsidiaryof India Cements Investment Services Limited to undertake the activity of commoditiesbroking. There were no operations in this Company. During the year its holding companyIndia Cements Investment Services Limited has been granted unified license to carry on thebusiness of commodities. Hence 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 the status of which is currently "under the process ofstriking off".
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements drawn up in accordance with theprovisions of Section 129(3) of the Companies Act 2013 forms part of the Annual Report.
A separate statement containing the salient features of the financialstatements of subsidiary for the financial year ended 31st March 2019 in FormAOC - 1 is attached to the Annual Report as Annexure 5.
Sri.N.R.Krishnan resigned as Director with effect from 01.04.2019. TheBoard expresses its appreciation of the valuable contribution made by Sri.N.R.Krishnanduring his tenure of Office as Director and Chairman.
Sri V.M. Mohan retires by rotation at the ensuing Annual GeneralMeeting and is eligible for re-appointment.
Smt.Lakshmi Aparna Sreekumar was appointed as an Independent Directorby the Board of Directors at its meeting held on 01.04.2019 on the recommendations of theNomination and Remuneration Committee and a resolution for the election of Smt.LakshmiAparna Sreekumar as an Independent Director for a term of 5 years from 01.04.2019 to31.03.2024 is included under special business in the Notice convening the 33rdAnnual General Meeting of the Company.
Under Section 149 of the Companies Act 2013 Sri.V.Manickam wasappointed as Independent Director of the Company for a term of four years and his presentterm of office as Independent Director concludes on 25lh September 2019. TheBoard based on the recommendation of the Nomination and Remuneration Committeereappointed Sri.V.Manickam as an Independent Director of the Company to hold office for asecond and final term of three years from 26th September 2019 to 25thSeptember 2022 subject to the approval of the shareholders and a special resolution forhis reappointment as an Independent Director of the Company is included in the Noticeconvening the 33rd Annual General Meeting of the Company.
Brief particulars of Directors eligible for re-appointment /appointment are annexed to the Notice convening the 33rd Annual General Meetingof the Company. No director is related to each other. The details of shares held bynon-executive directors are given in Corporate Governance Report.
Pursuant to Rule 8(5)(iii) of the Companies (Accounts) Rules 2014other than the above there have been no changes in the Directors during the year.
The declarations given by independent directors under Section 149(7) ofthe Companies Act 2013 that they meet the criteria of independence as provided underSection 149(6) of the Companies Act 2013 have been received by the Company. The detailsof familiarisation programme for independent directors are available on the Company'swebsite www.iccaps.com.
Pursuant to the provisions of Section 134(3)(p) of the Companies Act2013 and SEBI (LODR) Regulations 2015 the Board has carried out an annual evaluation ofits own performance and that of the directors individually as well as evaluation of theworking of its Audit Nomination and Remuneration and other Committees.
The Board has on the recommendation of the Nomination and RemunerationCommittee framed a Policy for selection and appointment of Directors Key ManagerialPersonnel and other employees and their remuneration for implementation.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel of the Company are Mr.K.Suresh (ChiefExecutive Officer and Chief Financial Officer) and Ms. E.Jayashree (Company Secretary).
During the year four Board Meetings were held. The details of boardmeetings and its Committees are given in the Corporate Governance Report.
The details of composition of the Audit Committee are given in theCorporate Governance Report. There has been no instances where the Board had not acceptedany recommendation of Audit Committee.
M/s. PS.Subramania Iyer & Co Chartered Accountants Chennai havecarried out the audit of the Accounts for the year ended 31st March 2019 andgave their report thereon. Their audit report does not contain any qualification.
The Shareholders of the Company at the 31st Annual GeneralMeeting (AGM) held on 15th September 2017 appointed M/s PS.Subramania Iyer& Co. Chennai as Statutory Auditors of the Company to hold office for a period of 5years from the conclusion of the 31st AGM until conclusion of 36thAGM subject to ratification of their appointment by the Shareholders at every AGM heldafter
the 31st AGM of the Company. In terms of the provisions ofSection 139(1) of the Companies Act 2013 which was amended by the Companies (Amendment)Act 2017 notified by the Ministry of Corporate Affairs on 7lh May 2018 therequirement of ratification of appointment of Auditors by the Shareholders at every AGM isdispensed with and accordingly the resolution for ratification of appointment of Auditorsis not included in the Notice convening the 33rd Annual General Meeting of theCompany.
Messrs Gopalaiyer & Subramanian Chennai have been appointed asInternal Auditors for the year 2019-20.
Mr. G.Porselvam Company Secretary in Practice has been appointed asSecretarial Auditor of the Company for the year 2019-20. The Secretarial Audit Report inForm MR-3 for the Financial Year 2018-19 is attached as Annexure 1. The report does notcontain any qualification reservation or adverse remarks.
Pursuant to Regulation 34(3) of SEBI (LODR) Regulations 2015 a reporton Corporate Governance along with Auditors' Certificate of its compliance forms partof the Annual Report and is given in Annexure 2. Further a declaration on Code of Conductsigned by the President & CEO also forms part of the Annual Report.
Your Company has not accepted deposits from public and shareholdersduring 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 financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report other thanthose disclosed in the financial statements.
RISK MANAGEMENT POLICY
Pursuant to Section 134(3)(n) of the Companies Act 2013 and Regulation17(9) of SEBI (LODR) Regulations 2015 the Company has developed and implemented a RiskManagement Policy. The Policy envisages identification of risk and procedures forassessment and mitigation thereof.
INTERNAL FINANCIAL CONTROLS
The Company has defined standard operating procedures covering allfunctional areas like Money Changing and Forex Advisory services etc. The Company hasengaged the services of a Chartered Accountant firm for carrying out internal audit. Theinternal auditors have been given the specific responsibility to verify and report oncompliance of standard operating procedures. The auditors have reported that there areadequate financial controls 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 isreported that during the year 2018-2019 no Orders were passed by the Regulators or Courtsor Tribunals impacting 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) and134(3)(o) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 is not applicable to the Company.
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 attached as Annexure 3 which forms part of this Board'sReport.
As prescribed under Section 197(12) of the Companies Act 2013("Act") and Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the details are given in Annexure 4. In terms ofprovisions of Section 197(12) of the Companies Act 2013 and Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 a statement showingnames of the employees and other particulars drawing remuneration in terms of the saidRules forms part of this report. However in terms of first proviso to Section 136(1) ofthe Act the Annual Report excluding the aforesaid information is being sent to themembers of the Company. The said information is available for inspection at the RegisteredOffice of the Company during working hours and any member who is interested in obtainingthese particulars may write to the Company.
POLICY ON DEALING WITH RELATED PARTIES
All related party transactions that were entered into during thefinancial year were on an arm's length basis and were in the ordinary course ofbusiness. There are no materially significant related party transactions entered by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large. The policyon Related Party Transactions as approved by the Board is uploaded on the Company'swebsite. None of the Directors has any pecuniary relationship or transaction vis-a-vis theCompany.
Particulars of contracts or arrangements with related parties in FormAOC-2 as required under Section 134(3)(h) of the Companies Act 2013 is attached as partof this report vide Annexure 6.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTSUNDER SECTION 186 OF THE COMPANIES ACT 2013
The Company during the year has not given any loans or guarantees orprovided security to any person or other body corporate attracting the provisions ofSection 186 of the Companies Act 2013.
Pursuant to the provisions of Section 177(9) of the Companies Act 2013and Regulation 22 of SEBI (LODR) Regulations 2015 the Company has established a vigilmechanism for directors and employees to report genuine concerns. The policy is availableon the Company's website.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
The company has in place an anti-sexual harassment policy in line withthe requirements of the captioned Act and Rules made thereunder. There was no complaint ofharassment reported during the year.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 read with applicable Rules are notapplicable to the Company as it does not fall under the threshold limit.
Your Directors thank the Company's Bankers and The India CementsLimited for their continued support. The Directors also thank the customers for theircontinued association. They are also thankful to the shareholders for their understanding.
| ||For and on behalf of the Board |
|Place : Chennai ||V. MANICKAM |
|Date : 07.08.2019 ||CHAIRMAN |