Indo Count Industries Ltd.
|BSE: 521016||Sector: Industrials|
|NSE: ICIL||ISIN Code: INE483B01026|
|BSE 00:00 | 18 Feb||56.10||
|NSE 00:00 | 18 Feb||56.10||
|Mkt Cap.(Rs cr)||1,107|
|Mkt Cap.(Rs cr)||1107.41|
Indo Count Industries Ltd. (ICIL) - Director Report
Company director report
On behalf of the Board of Directors ("the Board") it gives me immensepleasure to present the Thirtieth Annual Report on the business and operations of yourCompany together with the Audited Financial Statements for the year ended 31stMarch 2019.
FINANCIAL RESULTS (As per IND AS)
OPERATIONAL AND FINANCIAL PERFORMANCE
During the year 2018-19 on a standalone and consolidated basis there has beenincrease in sales volumes leading to 6% and 4% growth in turnover respectively. Howevervarious factors such as increase in raw material cost selling cost employee benefitexpenses and adverse forex movements resulted in fall in EBITDA and Net Profit for theyear ended 31st March 2019.
At a consolidated level your Company achieved revenue from operations of C1934.21crore for FY 2018-19 as against C1858.52 crore in the previous year. Your Companyreported EBIDTA and Net Profit of C166.23 crore and C59.84 crore respectively for the yearended 31st March 2019. EPS stood at C3.05 for the year ended 31st March2019.
On a standalone basis revenue from operations stood at C1812.54 crore for the yearended 31st March 2019 as against C1709.18 crore in the previous year.Further your Company achieved EBIDTA and Net Profit of C160.94 crore and C59.22 crorerespectively for the year ended 31st March 2019.
The financial and operational performance overview and outlook is provided in detail inthe Management Discussion and Analysis forming part of this Annual Report.
Your Directors are pleased to recommend a Final Dividend @ 30%
i.e. C0.60 per equity share of face value of C2/- each amounting to C11.84 croresubject to the approval of members of the Company at the ensuing Annual General Meeting.
The aforesaid dividend is in line with the Dividend Distribution Policy adopted by theCompany.
DIVIDEND DISTRIBUTION POLICY
Pursuant to Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Board of Directors of your Company had approved DividendDistribution Policy which is given separately and forms part of this Annual Report.
The Dividend Distribution Policy is also uploaded on the website of the Company andweb-link for the same is https://www.indocount .com/images/investor/Dividend-Distribution-Policy1.pdf
TRANSFER TO RESERVE
During the year under review the balance of C2.5 crore under Capital RedemptionReserve has been transferred to Retained Earnings.
AWARDS AND RECOGNITIONS
Your Company is recipient of various awards recognitions and accolades. We are happyto inform you that during the year under review your Company was honoured with theprestigious "VASUNDHARA AWARD" from the Government of Maharashtra in recognitionof your Company's contribution towards commitment & promotion of Environment EnergyConservation / Natural Resources & Social / Welfare Activities in Maharashtra. YourCompany was adjudged as the 2nd Best Company in the entire state of Maharashtraamong all the large units. Further your Company was conferred awards by large retailersin USA viz. "Platinum Certification Status" for Sheets & Fashion beddingcategory from JC Penney and Best Collaboration in Design & Product Development fromKOHL'S.
Some of the other accolades and recognitions received by your Company in past includesGold Trophy from TEXPROCIL for highest exports in cotton made ups in FY 2016-17.
As on 31st March 2019 the Authorised Share Capital of your Company was C60crore comprising of 275000000 equity shares of C2/- each and 5000000 preferenceshares of C10/- each. Further the total issued subscribed and paid up share capital ofyour Company stood at C394799340/- comprising of 197399670 Equity Shares of C2/- each.During the year under review there has been no change in the Authorised Issuedsubscribed and paid-up share capital of your Company.
Your Company has not issued any equity shares with differential voting rights or sweatequity shares. Further your Company does not have any employee stock option scheme oremployee stock purchase scheme.
As on 31st March 2019 for long term bank facilities of your CompanyCredit Rating assigned by CARE and ICRA is "AA-" with outlook as Negative. Thesaid ratings signify high degree of safety regarding timely servicing of financialobligations.
Further for the Company's short term bank facilities ICRA and CARE reaffirmed therating as "A1+" which signifies very strong degree of safety regarding timelypayment of financial obligations and carry lowest credit risk.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company are prepared in accordance withIndian Accounting Standards notified under the Companies (Indian Accounting Standards)Rules 2015. The Audited Consolidated Financial Statements of the Company for the yearended 31st March 2019 along with Auditors' Report forms part of this AnnualReport.
The Audited Financial Statements of the Company and subsidiaries will be available onthe website of the Company at www.indocount.com .Further a copy of the Audited Financial Statements of the Subsidiaries shall be madeavailable for inspection at the registered office of the Company during business hours onany working day upto the date of Annual General Meeting. Any shareholder interested inobtaining a copy of separate Financial Statements of the subsidiaries shall make specificrequest in writing to the Company Secretary.
As on 31st March 2019 your Company has 6 direct subsidiaries viz.Pranavaditya Spinning Mills Limited Indo Count Retail Ventures Private Limited IndoCount Global Inc. USA Indo Count UK Limited Indo Count Australia Pty Ltd. and IndoCount Global DMCC (Formerly known as Hometex Global DMCC). Pursuant to the provisions ofSection 129 (3) of the Companies Act 2013 read with rules made thereunder a statementcontaining salient features of the financial position of subsidiaries is given in FormAOC-1 attached as "Annexure 1" forming integral part of this Report. As requiredunder Section 134 of the Companies Act 2013 the said form also highlights performance ofthe subsidiaries.
Your Company does not have any Associate Company as defined under the Companies Act2013 and has not entered into any joint venture agreement during the year under review.
Though your Company does not have any material subsidiary pursuant to Regulation 16 ofthe Listing Regulations it has adopted a policy for determining material subsidiarieswhich can be accessed at
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review there were following changes at the Board level as givenbelow:
i. Mr. Kailash R Lalpuria (DIN : 00059758) was appointed by the Board as a Whole TimeDirector designated as an Executive Director of the Company for a period of 3 years w.e.f.4th May 2018. His appointment was duly approved by the members of the Companyat the Annual General Meeting held on 11th September 2018. Mr. Kailash R.Lalpuria was also appointed as a Chief Executive Officer (CEO) of the Company w.e.f. 8thFebruary 2019 under section 203 of the Companies Act 2013. With the said appointment hisdesignation is "Executive Director & CEO".
ii. The designation of Mr. Mohit Jain (DIN : 01473966) was changed to Vice Chairman inNon-Executive Category w.e.f. 1st July 2018 and the same was duly approved bythe members of the Company at the Annual General Meeting held on 11th September2018.
iii. Mr. Sushil Kumar Jiwarajka (DIN : 00016680) was appointed as a Non-ExecutiveIndependent Director of the Company for a second term of five consecutive years w.e.f. 4thMay 2018.
iv. Dr. Sanjay Kumar Panda (DIN : 02586135) and Mr. Siddharth Mehta (DIN : 03072352)were appointed as Non-Executive Independent Directors of the Company for a first term offive consecutive years w.e.f. 3rd August 2018.
The aforesaid appointment of Directors and re-designation of Mr. Mohit Jain were madeby the Board pursuant to the recommendation of Nomination and Remuneration Committee(NRC)and were duly approved by the members of the Company at the Annual General Meeting held on11th September 2018.
The existing first term of Mr. Dilip J. Thakkar (DIN: 00007339) Mr. Prem Malik (DIN:00023051) and Dr. (Mrs.) Vaijayanti Pandit (DIN: 06742237) Independent Directors isexpiring on 15th August 2019 and they are eligible for the re-appointment fora second term. Pursuant to the recommendation of Nomination and Remuneration Committee(NRC) and on the basis of performance evaluation the Board of Directors of the Company atits meeting held on 8th February 2019 approved and recommended to the membersof the Company re-appointment of Mr. Dilip J. Thakkar Mr. Prem Malik and Dr. (Mrs.)Vaijayanti Pandit as Non-Executive Independent Directors of the Company not liable toretire by rotation for a second term of five consecutive years w.e.f. 16thAugust 2019 to 15th August 2024. Accordingly special resolutions for theirre-appointment are included in the Notice of ensuing Annual General Meeting (AGM).
Mr. Pradyumna Natvarlal Shah (DIN : 00096793) and Mr. Anand Ramanna (DIN : 00040325)Independent Directors of the Company are not seeking re-appointment for a second term dueto their advanced age and consequently they shall cease to be Directors of the Companyw.e.f. 16th August 2019 due to expiry of their first term. The Board places onrecord its appreciation for the immense contributions and valuable guidance given by Mr.P. N. Shah and Mr. R. Anand during their long association as Board members of the Company.
Pursuant to the recommendation of NRC and subject to the approval of members of theCompany the Board of Directors of the Company at its meeting held on 22nd May2019 approved reappointment of Mr. Anil Kumar Jain (DIN:00086106) as a Wholetime Directordesignated as "Executive Chairman" of the Company and re-appointment of Mr.Kamal Mitra as a Whole Time Director designated as "Director (Works)" of theCompany for a period of 3 years w.e.f. 1st October 2019. Further at the saidboard meeting on the recommendation of NRC the Board approved change in designation ofMr. Mohit Jain to Whole-time Director designated as "Executive Vice Chairman" ofthe Company for a period of 3 years w.e.f. 1st July 2019. The approval ofmembers of the Company is sought in ensuing AGM for the saidre-appointments/re-designation.
During FY 2018-19 Mr. Dilip Kumar Ghorawat resigned from the position of ChiefFinancial Officer of the Company w.e.f. close of working hours of 20thSeptember 2018. In accordance with the provisions of Section 203 of the Companies Act2013 ('Act') Mr. K. Muralidharan was appointed as Chief Financial Officer of the Companyw.e.f. 2nd November 2018 by the Board pursuant to recommendation of NRC.
Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Kamal MitraDirector (Works) of the Company retires by rotation at the ensuing Annual General Meetingand being eligible has offered himself for the re-appointment. The Board recommends hisre-appointment for consideration of the members at the ensuing Annual General Meeting.
As required under the provisions of Listing Regulations Companies Act 2013 andSecretarial Standard -2 details of Directors being appointed/re-appointed are provided inthe Notice of Annual General Meeting.
All the Independent Directors of the Company have given declarations that they meet thecriteria of independence as prescribed under Section 149(6) of the Act and Regulation16(1)(b) of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") and that they are notaware of any circumstance or situation which exist or may be reasonably anticipated thatcould impair or impact their ability to discharge duties with an objective independentjudgment and without any external influence. In the opinion of the Board all IndependentDirectors are independent of the management.
As on 31st March 2019 Mr. Kailash R. Lalpuria Executive Director &CEO Mr. K. Muralidharan Chief Financial Officer and Mrs. Amruta Avasare CompanySecretary are the Key Managerial Personnel of the Company in terms of Section 203 of theCompanies Act 2013.
NUMBER OF BOARD MEETINGS
During the year under review Four (4) Board Meetings were held on 4th May2018 3rd August 2018 2nd November 2018 and 8thFebruary 2019. The maximum interval between any two consecutive Board Meetings did notexceed 120 days.
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY MANAGERIALPERSONNEL
Pursuant to Section 178 of the Companies Act 2013 NRC has formulated "Nominationand Remuneration Policy" which deals inter-alia with appointment andremuneration of Directors Key Managerial Personnel Senior Management and otheremployees. The said policy is uploaded on the website of the Company and web-link theretois https://www.indocount.com/images/investor/Nomination-And-Remuneration-Policy1.pdf
The salient features of the policy are as under:
I) Criteria for Directors
i. NRC shall identify ascertain and consider the integrity qualification expertiseand experience of the person for the appointment as a Director of the Company andrecommend to the Board his / her appointment. The Directors shall uphold ethical standardsof integrity and probity and shall exercise their duties and responsibilities in theinterest of the Company.
ii. A person proposed to be appointed as Director should possess adequatequalification expertise and experience for the position he / she is considered forappointment. They shall possess appropriate core skills/expertise/ competencies/ knowledgein one or more fields of finance law management sales and marketing administrationCSR research and in the context of business and/or the sector in which the Companyoperates. The NRC has the discretion to decide whether qualifications expertise andexperience possessed by a person are sufficient / satisfactory for the concerned position.
iii. Independent Director shall satisfy criteria of Independence specified underSection 149(6) of the Companies Act 2013 and Regulation 16(b) of the Listing Regulationsand shall give declaration that he/she is not aware of any circumstance or situationwhich exist or may be reasonably anticipated that could impair or impact his ability todischarge his / her duties with an objective independent judgment and without any externalinfluence. The NRC and the Board shall assess veracity of the said declaration anddetermine whether the directors are independent of the management.
iv. The Company shall comply with the provisions of the Act and Listing Regulations andany other laws if applicable for appointment of Director of the Company. The Company shallensure that provisions relating to limit of maximum directorships age term etc. arecomplied with.
b) Remuneration of the Whole Time /Executive Director(s) / Managing Director :
i. The remuneration including commission payable to the Whole Time /ExecutiveDirector(s) / Managing Director shall be determined and recommended by the NRC to theBoard for approval.
ii. While determining the remuneration of the Executive Directors following factorsshall be considered by the NRC/Board:
Role played by the individual in managing the Company including responding tothe challenges faced by the Company
Individual performance and company performance so that remuneration meetsappropriate performance benchmarks
Reflective of size of the Company complexity of the sector/ industry/company'soperations and the Company's financial position
Consistent with recognized best industry practices.
Remuneration involves balance between fixed and incentive pay reflectingperformance objectives appropriate to the working of the Company and its goals.
Remuneration is reasonable and sufficient to retain and motivate directors torun the Company successfully.
c) Remuneration to Non-Executive / Independent Directors:
i. Sitting Fees: Independent Directors are entitled for sitting fees for attendingmeetings of the Board and committees (excluding Share Transfer Committee) and IndependentDirectors Meeting as may be approved by the Board within the limit specified under theAct.
ii. Limit of Remuneration/Commission: The remuneration / commission of Non- ExecutiveDirectors shall be in accordance with the provisions of the Act and the Rules madethereunder for the time being in force. The Remuneration/ Commission shall be recommendedby NRC which shall be approved by the Board within the limits approved by the members ofthe Company subject to the same not exceeding 1% of the profits of the Company computedas per the applicable provisions of the Act.
II. Criteria for Key Managerial Personnel Senior Management and other Employees
This section applies to the KMP (other than Managing Director
Whole Time Directors/Executive Directors)
i. The NRC shall ascertain and consider the integrity qualification background andexperience of the person for appointment as a KMP and at senior management position of theCompany and recommend to the Board his / her appointment. The NRC has the discretion todecide whether qualifications expertise and experience possessed by a person aresufficient / satisfactory for the concerned position.
b) Remuneration of Key Managerial Personnel and Senior
Management and other employees
i. The NRC shall decide and recommend to the Board remuneration of KMP & SeniorManagement Personnel to ensure that it is competitive reasonable and sufficient tomotivate and retain the employee.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Criteria of performance evaluation of the Board & Directors are laid down byNomination and Remuneration Committee (NRC) of the Company. Further during the year underreview pursuant to the provisions of Companies (Amendment) Act 2017 NRC
decided to continue existing method of performance evaluation through circulation ofperformance evaluation sheets based on SEBI Guidance Note dated 5th January2017 and that only Board should carry out performance evaluation of Board Committees andIndividual Directors.
An assessment sheet based on SEBI Guidance Note containing the parameters ofperformance evaluation along with rating scale was circulated to all the Directors. TheDirectors rated the performance against each criteria. Thereafter consolidated score wasarrived. Pursuant to the provisions of the Companies Act 2013 and Listing Regulationsthe Board has carried out performance evaluation of its own evaluation of working of theCommittees and performance evaluation of all Directors in aforesaid manner.
A meeting of Independent Directors of the Company was held on 2nd November2018 in which Independent Directors inter-alia evaluated performance of ExecutiveChairman Vice Chairman other Whole-time Directors and the Board and committees as awhole through performance evaluation sheets.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3) (c) and 134(5) of the Companies Act2013 your Directors to the best of their knowledge and belief and according to theinformation and explanations obtained by them state and confirm that:
1. In the preparation of the annual accounts for the year ended 31st March2019 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
2. Such accounting policies as mentioned in the notes to the Financial Statements forthe year ended 31st March 2019 have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2019 and of the profit of the Company for the year ended on that date;
3. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
4. The annual financial statements for the year ended 31st March 2019 havebeen prepared on a going concern basis;
5. Internal financial controls to be followed by the Company have been laid down andthat the said financial controls were adequate and were operating effectively;
6. Proper systems to ensure compliance with the provisions of all applicable laws havebeen devised and such systems were adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY
The key philosophy of all our Corporate Social Responsibility (CSR) initiatives isguided by our belief "Every Smile Counts..." Our CSR projects focus onparticipatory and collaborative approach with the community. Over a period of 5 yearsyour Company has carried out CSR activities in the areas of Education Healthcare Womenempowerment and Water and Sanitation.
In compliance with the provisions of the Companies Act 2013 your Company has adopteda Corporate Social Responsibility (CSR) policy which is available on web-link
Your Company implements the CSR projects through 'Indo Count Foundation' and has alsocollaborated with other trusts for carrying out CSR Activities. The Report on CSRactivities implemented by your Company during the year under review is provided as"Annexure 2" to this Report.
Mr. Dilip J. Thakkar and Mr. Siddharth Mehta Independent Directors were appointed asmembers of the Audit Committee w.e.f. 8th February 2019. As on 31stMarch 2019 the Audit Committee comprises of 6 Directors / Members out of which 5 areIndependent Directors and 1 is Executive Director. The said Composition is as per Section177 of the Companies Act 2013 and Regulation 18 of the Listing Regulations. More detailson Audit Committee are given in Corporate Governance Report. All the recommendations madeby the Audit Committee were accepted by the Board.
In accordance with the provisions of Section 139 of the Companies Act 2013 at theAnnual General Meeting held on 21st August 2017 M/s. Suresh Kumar Mittal& Co. Chartered Accountants (Firm Registration No. 500063N) were appointed as theStatutory Auditors of the Company for a period of 5 years commencing from the conclusionof 28th Annual General Meeting (AGM) till the conclusion of 33rd AGMsubject to the ratification by the members at every AGM.
The requirement to place the matter relating to appointment of Auditors forratification by members at every Annual General Meeting was omitted vide notificationdated 7th May 2018 issued by the Ministry of Corporate Affairs. Accordinglyno resolution is proposed for ratification of appointment of Auditors in ensuing AGM ofthe Company.
The Company has received a letter from M/s. Suresh Kumar Mittal & Co. CharteredAccountants confirming that they are eligible for continuing as Statutory Auditors of theCompany.
The Auditors' Report on standalone and consolidated financial statements for the yearended 31st March 2019 forms integral part of this Annual Report. The Auditors'Report does not contain any qualifications reservations adverse remarks disclaimer oremphasis of matter. Notes to the Financial Statements are self-explanatory and do not callfor any further comments.
The Statutory Auditors of the Company have not reported any fraud under Section 143(12) of the Companies Act 2013 (including any statutory modification(s) or re-enactmentfor the time being in force).
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with rulesthereunder the Board has appointed M/s. Kothari H. & Associates Practicing CompanySecretaries to conduct Secretarial Audit of the Company for the year ended 31stMarch 2019. The Secretarial Audit Report issued by them in Form No. MR-3 is provided as"Annexure 3" to this Report. The Secretarial Audit Report does not contain anyqualifications reservations or adverse remark.
The Company operates only in a single segment i.e. Textile Segment. PUBLIC DEPOSITS
During the year under review your Company has not accepted any deposits from publicunder Chapter V of the Companies Act 2013.
CORPORATE GOVERNANCE REPORT
As per Regulation 34(3) read with Schedule V of the Listing Regulations your Companyhas complied with the requirements of corporate governance. A Corporate Governance Reportalong with Statutory Auditors' Certificate confirming compliance of corporate governancefor the year ended 31st March 2019 is provided separately and forms integralpart of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of the Listing Regulations Management Discussion andAnalysis containing Information inter-alia on industry trends your company's performancefuture outlook opportunities and threats for the year ended 31st March 2019is provided in a separate section forming integral part of this Annual Report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Act read with Rule 12 of the Companies (Managementand Administration) Rules 2014 Extract of the Annual Return in Form No. MGT-9 for theyear ended 31st March 2019 is annexed as an "Annexure 4" and is alsoavailable on the website of the Company at https://www.indocount.com/images/investor/Form-MGT.9-Extract-of-Annual-Return-for-the-year-ended- March-31-2019 2.pdfFurther pursuant to Section 134(3)(a) of the Act a copy of Annual Return for the yearended 31st March 2019 will be hosted on the website of the Company at
During the year under review your Company has complied with all the applicablesecretarial standards. The same has also been confirmed by Secretarial Auditors of theCompany.
BUSINESS RESPONSIBILITY REPORT
Pursuant to the Regulation 34 of the Listing Regulations Business ResponsibilityReport (BRR) for the year ended 31st March 2019 is hosted on your Company'swebsite and the web-link thereto is as given below:
RELATED PARTY TRANSACTIONS
All Related Party Transactions entered during FY 2018-19 were on arm's length basis andin the ordinary course of business and in compliance with the applicable provisions of theCompanies Act 2013 and the Listing Regulations. There were no material related partytransactions during the year under review that would require approval of shareholdersunder Listing Regulations. The prior omnibus approval of Audit Committee is obtained forall Related Party Transactions. A statement of all Related Party Transactions is reviewedby the Audit Committee on a quarterly basis. Your Company has adopted a policy on RelatedParty Transactions which has been uploaded on the Company's website and can be accessed athttps://www.indocount.com/images/investor/Policyon Related Party Transactions.pdf
Pursuant to Section 134 of the Companies Act 2013 particulars of contracts /arrangements with Related Parties are provided in Form AOC-2 as "Annexure 5" tothis Report.
PARTICULARS OF LOANS INVESTMENTS GUARANTEES SECURITIES UNDER SECTION 186 OF THECOMPANIES ACT 2013
During the year under review your Company has neither given loan to any bodiescorporates or any other persons nor provided any corporate guarantee or security undersection 186 of the Companies Act 2013.
As regards investments during the year under review your Company has made investmentof AED 2700000 (equivalent to C5.22 crore) in the shares of Indo Count Global DMCC(Formerly known as Hometex Global DMCC) a wholly owned subsidiary of your Company and hasmade investment in certain mutual funds.
Particulars of investments and disclosure required under Section 186(4) of theCompanies Act 2013 are provided in the notes to the standalone financial statements.
Your Company recognizes that risk is an integral part of the business and is committedto manage the risks in a proactive and efficient manner. Your Company has adopted RiskManagement Policy for risk identification assessment and mitigation. Major risksidentified by the Company are systematically addressed through mitigating actions on acontinuous basis. Some of the risks that the Company is exposed to are financial risksraw material price risk regulatory risks Forex risks and economy risks. Risk factors andits mitigation are covered extensively in the Management Discussion and Analysis. TheInternal Audit Reports and Risk Management Framework are reviewed by the Audit Committee.
Further as a matter of good Corporate Governance though not mandatory pursuant toRegulation 21 of the Listing Regulations the Board of Directors of your Company at itsmeeting held on 8th February 2019 constituted Risk Management Committeecomprising of Mr. Kailash R. Lalpuria Executive Director & CEO as Chairman Mr. PremMalik Mr. Siddharth Mehta Non-Executive Independent Directors and Mr. K. MuralidharanChief Financial Officer as its Members.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177 (10) of the Companies Act
2013 and Regulation 22 of the Listing Regulations your Company has established a vigilmechanism for the Directors and employees of the Company to report concerns aboutunethical behaviour actual or suspected incidents of fraud or violation of Code ofConduct. The details of Vigil Mechanism/ Whistle Blower Policy are provided in theCorporate Governance Report. The Vigil Mechanism/Whistle Blower Policy may be accessed onthe Company's website at https:// www.indocount.com/images/investor/Whistle-Blower-Policy-Vigil-Mechanism.pdf
POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE
Your company always endeavours and provide conductive work environment that is freefrom discrimination and harassment including sexual harassment. Your Company has zerotolerance towards sexual harassment at workplace and has adopted a policy for preventionof Sexual Harassment of Women at workplace. The Company has set up an Internal Committeeunder the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 to look into complaints relating to sexual harassment at workplace of any womanemployee. During the year under review no complaints pertaining to sexual harassment werereceived and no complaint was pending as on 31st March 2019.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO
Information on Conservation of Energy Technology Absorption Foreign Exchange Earningsand Outgo required under Section 134(3) (m) of the Companies Act 2013 read with rulesthereunder is given as "Annexure 6" forming part of this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required pursuant to Section 197 (12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules
2014 regarding remuneration of Directors Key Managerial Personnel and other relateddisclosure is given as "Annexure 7" to this Report.
Information required under Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 viz. Details of top ten employees of theCompany in terms of remuneration drawn during FY 2018-19 and particulars of employeesdrawing remuneration in excess of the limits specified in Rule 5(2) of the said rules isprovided in Annexure forming part of this report. As per the provisions of Section 136 ofthe Companies Act 2013 the Annual Report and Accounts are being sent to the members ofthe Company excluding the said Annexure. Any member interested in obtaining a copy of saidAnnexure may write to the
Company Secretary at the Registered Office of the Company. The said annexure will beavailable for inspection by the members at the Registered Office of the Company twenty onedays before and upto the date of ensuing Annual General Meeting during the business hourson working day.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company maintains adequate internal control system and procedures commensuratewith its size and nature of operations. The internal control systems are designed toprovide a reasonable assurance over reliability in financial reporting ensure appropriateauthorisation of transactions safeguarding the assets of the Company and prevent misuse/losses and legal compliances.
The internal control system includes a well-defined delegation of authority and acomprehensive Management Information System coupled with quarterly reviews of operationaland financial performance a well-structured budgeting process with regular monitoring ofexpenses and Internal audit. The Internal Audit reports are periodically reviewed by themanagement and the Audit Committee and necessary improvements are undertaken if required.
SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS
During the year under review no significant or material orders were passed by theRegulators or Courts or Tribunals which impact the going concern status and Company'soperations in future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of yourCompany between the end of the financial year 2018-19 and the date of this report.
Your Directors state that Cost audit was not applicable to the Company during the yearunder review however pursuant to the Order made by the Central Government for themaintenance of cost records under section 148(1) of the Act the prescribed accounts andrecords have been made and maintained. There was no change in the general nature ofbusiness of your Company.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors wish to place on record their appreciation for dedicated service andcontribution made by the employees of the Company at all levels.
Your Directors would also like to place on record their appreciation for the continuedco-operation and support received by the Company during the year from its customerssuppliers bankers financial institutions business partners and other stakeholders.