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Indo Count Industries Ltd.

BSE: 521016 Sector: Industrials
NSE: ICIL ISIN Code: INE483B01026
BSE 00:00 | 12 Aug 141.60 0.65
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NSE 00:00 | 12 Aug 141.50 0.45
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OPEN 141.50
PREVIOUS CLOSE 140.95
VOLUME 8638
52-Week high 314.80
52-Week low 119.70
P/E 8.41
Mkt Cap.(Rs cr) 2,795
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 141.50
CLOSE 140.95
VOLUME 8638
52-Week high 314.80
52-Week low 119.70
P/E 8.41
Mkt Cap.(Rs cr) 2,795
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Indo Count Industries Ltd. (ICIL) - Director Report

Company director report

Dear Members

On behalf of the Board of Directors ("the Board") it gives me immensepleasure to present the Thirty Second Annual Report on the business and operations of yourCompany together with the Audited Financial Statements for the year ended March 31 2021.

FINANCIAL RESULTS

(Rs in crores except EPS)

Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Revenue from operations 2514.75 1965.07 2519.19 2080.13
Other Income 37.74 54.32 37.83 54.63
Total Revenue 2552.49 2019.39 2557.02 2134.76
EBIDTA 419.82 232.27 414.48 237.85
Less: Finance Cost 26.93 36.93 28.08 39.25
Less: Depreciation 40.31 40.65 43.15 43.46
Profit before Exceptional Items and tax 352.58 154.69 343.28 155.14
Less: Exceptional Items - 98.46 3.65 98.46
Profit before Tax 352.58 56.23 339.63 56.68
Tax Expenses / (Credit) 92.32 (17.53) 90.50 (16.42)
Net Profit 260.26 73.76 249.13 73.10
Other Comprehensive Income (net of tax) 61.79 (47.11) 60.16 (48.59)
Total Comprehensive Income 322.05 26.65 309.29 24.51
Basic & Diluted EPS (in Rs) 13.18 3.74 12.70 3.74

OPERATIONAL AND FINANCIAL PERFORMANCE

Despite the challenging environment lockdown restrictions and uncertainties posed byCOVID-19 pandemic your

Company delivered robust performance for the year ended March 31 2021. The consumerspending on Health Hygiene and wellness products increased in 2020-21 due to"Home" being at centre stage during the pandemic. This led to high demand forhome textile products and Company achieved highest ever sales volume of 78.2 millionmeters and turnover of Rs 2519.19 crores on a consolidated basis during the year underreview.

At a consolidated level the total revenue increased by 20% to

Rs 2557.02 crores for 2020-21 as against Rs 2134.76 crores in the previous year. TheEBIDTA of your Company registered substantial growth of 74% from Rs 237.85 crore in theprevious year to Rs 414.48 crore for 2020-21. The net profit increased by

241% from Rs 73.10 crore to Rs 249.12 crore for the year ended March 31 2021.

On a standalone basis revenue from operations increased by 28%. The other financialparameters viz. EBIDTA and Net Profit increased by 81% and 253% respectively for 2020-21.The outbreak of Covid-19 pandemic and subsequent lockdowns declared by the governments inthe countries all over the world affected the economies and disrupted the operations. YourCompany immediately shifted its focus on ensuring health safety and wellbeing of allemployees and took all possible measures to curtail the impact of pandemic on operationsof the Company.

The financial and operational performance overview impact of COVID-19 pandemic andfuture outlook are provided in detail in the Management Discussion and Analysis formingpart of this Annual Report.

DIVIDEND

Continuing the past trend of declaring dividend your Directors are pleased torecommend a Final Dividend @ 75% i.e. Rs 1.50 per equity share of face value of Rs 2 eachamounting to Rs 29.61 crores subject to the approval of members of the Company at theensuing Annual General Meeting. The aforesaid dividend is in line with the DividendDistribution Policy adopted by the Company.

In view of the changes made under the Income-tax Act 1961 by the Finance Act 2020dividends paid or distributed by the

Company is taxable in the hands of the Shareholders. Your

Company shall accordingly make the payment of the Final Dividend after deduction oftax at source. For further details regarding TDS on Dividend members are requested torefer

Annexure III of the Notice of Annual General Meeting.

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. The Dividend Distribution Policy is available on the website of theCompany at https://www.indocount.com/images/investor/Dividend-Distribution-Policy1.pdf

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for FY 2020-21in the statement of profit & loss.

SHARE CAPITAL

As on March 31 2021 the Authorised Share Capital of your

Company was Rs 60 crore comprising of 275000000 equity shares of Rs 2 each and5000000 preference shares of Rs 10 each. Further the total issued subscribed and paidup share capital of your Company stood at Rs 394799340 comprising of 197399670Equity Shares of Rs 2 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 anyequity shares with differential voting rights convertible securities warrants or sweatequity shares. Further your Company does not have any employee stock option scheme oremployee stock purchase scheme.

CREDIT RATING

As on March 31 2021 for long term bank facilities of your Company credit ratingassigned by ICRA is "A+" (Single A Plus) with Positive outlook and by CARE is"A+" (Single A Plus) with

Stable outlook. These credit ratings signify adequate degree of safety regarding timelyservicing of financial obligations. Such facilities carry low credit risk.

Further for the Company's short term bank facilities credit rating assigned by ICRAand CARE is "ICRA A1+" (A One Plus) and "CARE A1" (A one)respectively. These credit ratings signify very strong degree of safety regarding timelypayment of financial obligations. Such facilities carry lowest credit risk.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance withthe applicable Indian

Accounting Standards (Ind AS). The Audited Consolidated Financial Statements of theCompany for the year ended March 31 2021 along with the Auditors' Report forms part ofthis Annual Report. The Audited Financial Statements of the Company and subsidiaries forthe year ended March 31 2021 are available on the website of the Company atwww.indocount.com.

Further a copy of the said Audited Financial Statements of the subsidiaries shall bemade available for inspection at the registered office of the Company any working day uptothe date of Annual General Meeting. Any shareholder interested in obtaining a copy ofseparate Financial Statements of the subsidiaries shall make specific request in writingto the Company Secretary.

SUBSIDIARIES

As on March 31 2021 your Company has 5 direct subsidiaries viz. Pranavaditya SpinningMills Limited Indo Count Retail

Ventures Private Limited Indo Count Global Inc. Indo Count UK Limited and Indo CountGlobal DMCC.

During the year under review Indo Count Australia Pty Limited has ceased to be asubsidiary of the Company with effect from October 7 2020 due to voluntaryde-registration by the Australian Securities & Investments Commission (ASIC). Furtherin order to achieve synergy and for consolidating the trading and marketing operations ofthe group companies your Company acquired the business of Indo Count Retail VenturesPrivate Limited (ICRVPL) as a going concern by way of slump sale by ICRVPL with effectfrom April 1 2020 through a Business Transfer Agreement.

Pursuant to the provisions of Section 129(3) of the Companies

Act 2013 ("the Act") read with rules made thereunder a statement containingsalient features of the financial position of subsidiaries is given in Form AOC-1 attachedas "Annexure 1" forming integral part of this Report. As required underSection 134 of the Companies Act 2013 the said form also highlights performance of thesubsidiaries.

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.

Pursuant to the regulation 16 of the Listing Regulations though your Company does nothave any material subsidiary it has adopted a policy for determining materialsubsidiaries which can be accessed at https://www.indocount.com/images/investor/Policy-on-Material-Subsidiaries.pdf

AMALGAMATION OF PRANAVADITYA SPINNING MILLS LIMITED SUBSIDIARY OF THE COMPANY WITH THECOMPANY

During the year under review the Board of Directors of the

Company at its meeting held on October 21 2020 approved the Scheme of Amalgamation ofPranavaditya Spinning Mills Limited ("PSML") Subsidiary of the Company with theCompany and their respective shareholders subject to requisite approvals. The appointeddate for said amalgamation is October 1 2020 or such other date as may be fixed by theMumbai Bench of Hon'ble National Company Law Tribunal (NCLT). The amalgamation shall beeffective upon filing of the order of NCLT with the Registrar of Companies (ROC). Pursuantto the aforesaid Scheme of Amalgamation and the Share Exchange Ratio approved by theBoard 2 (Two) fully paid up equity shares of Rs 2/- each of the Company would be issuedto the equity shareholders of PSML as on Record Date for every 15 (Fifteen) fully paidup equity shares of Rs 10/- each held by them in PSML.

The Company has received No-objection from BSE Limited & National Stock Exchange ofIndia Limited ("Stock Exchanges") and the Securities and Exchange Board of India(SEBI) on said scheme. As on the date of this report the Company is in the process offiling application under Section 230 of the Companies Act 2013 with NCLT.

CAPEX

Considering the increasing demand and growing business volume it was decided toundertake expansion and modernization. During the year under review the ProjectManagement Committee of the Board approved a capex of

~ Rs 150 crores for expansion of Company's bed linen capacity by 20% from its existingannual capacity of 90 million meters to 108 million meters and for brownfield investmentfor adding commensurate cut & sew facilities and enhancing the capacity for Top of theBed (TOB) products. It also approved modernisation of existing spinning unit of theCompany with compact spinning technology through a capex of ~ Rs 50 crores. The totalcapex will be ~ Rs 200 crores and is expected to be operational in H2 of FY 2022.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review there has been no change in the composition of the Boardof Directors of the Company. Pursuant to the provisions of Section 152 of the Companies

Act 2013 and articles of association of the Company Mr. Mohit Jain (DIN: 01473966)Executive Vice Chairman of the

Company retires by rotation at the ensuing AGM and being eligible has offered himselffor the re-appointment. The Board recommends his re-appointment for consideration at theensuing AGM. As per Secretarial Standard 2 and Listing Regulations brief profile andother related information of Mr. Mohit Jain Executive Vice Chairman retiring by rotationis provided in the Notice of ensuing AGM.

Pursuant to the recommendation of Nomination and

Remuneration Committee (NRC) and subject to the approval of the members of the Companyin the ensuing annual general meeting the Board of Directors of the Company re-appointedMr. Kailash R. Lalpuria (DIN: 00059758) as a Whole Time Director designated as"Executive Director & CEO" of the Company for a further period of 3 yearswith effect from May 4 2021. The resolution for his re-appointment is included in theNotice of ensuing Annual General Meeting and members are requested to refer Notice andExplanatory Statement for further details.

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 and there has been no change in thecircumstances which may affect their status as Independent Directors of the Company.

Pursuant to Rule 6 of Companies (Appointment and qualification of Directors) Rules2014 all Independent Directors of the

Company viz. Mr. Dilip J. Thakkar Mr. Prem Malik Mr. Sushil Kumar Jiwarajka Dr.(Mrs.) Vaijayanti Pandit Dr. Sanjay Kumar Panda and Mr. Siddharth Mehta have registeredthemselves in the Independent Directors databank maintained with the

Indian Institute of Corporate Affairs (IICA). Further in the opinion of the Board ofDirectors of the Company all Independent Directors possess requisite integrity expertiseand experience including the proficiency responsibilities as Directors of the Company.

There has been no change in the Key Managerial Personnel of the Company during the yearunder review. As on March 31 2021 Mr. Kailash R. Lalpuria Executive Director & CEOMr. K. Muralidharan Chief Financial Officer and Mrs. Amruta Avasare

Company Secretary are the Key Managerial Personnel of the

Company in terms of Section 203 of the Companies Act 2013.

NUMBER OF BOARD MEETINGS

During the FY 2020-21 Four (4) Board Meetings were held on June 12 2020 August 182020 October 21 2020 and January 21 2021 through Video conferencing in accordance withMCA Notifications and SEBI circulars issued from time to time.

More details on Board Meetings are provided in the Corporate

Governance Report forming part of this Annual Report.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

Pursuant to Section 178 of the Companies Act 2013 NRC has formulated "Nominationand Remuneration Policy" which deals inter-alia with the appointment and remunerationof Directors Key Managerial Personnel Senior Management and other employees. The saidpolicy is uploaded on the website of the Company and web-link thereto ishttps://www.indocount.com/images/investor/Nomination-Remuneration-Policy-%E2%80%93-w.e.f.-17.05.2021.pdf

The salient features of the policy are as under:

I) Criteria for Directors a) Appointment:

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/ knowledge in one ormore fields of finance law management sales and marketing administration CSRresearch and in the context of business and/or the sector in which the Company operates.The NRC has the discretion to decide whether qualifications expertise and experiencepossessed by a person are sufficient / satisfactory for the concerned position.

iii. Independent Director shall satisfy criteria of

Independence specified under Section 149(6) of the Companies Act 2013 and Regulation16(b) of the Listing Regulations and shall give declaration that he/she is not aware ofany circumstance or situation which exist or may be reasonably anticipated that couldimpair or impact his ability to discharge his / her duties with an objective independentjudgment and without any external influence. The NRC and the

Board shall assess veracity of the said declaration and determine whether the directorsare independent of the management. iv. The Company shall comply with the provisions of theAct and Listing Regulations and any other laws if applicable for appointment of Directorof the Company. The Company shall ensure that provisions relating to limit of maximumdirectorships age term etc. are complied 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 Directorsfollowing factors shall be considered by the NRC/Board: Role played by the individual inmanaging the Company including responding to the challenges faced by the CompanyIndividual performance and Company performance so that remuneration meets appropriateperformance benchmarks Reflective of size of the Company complexity of the sector/industry/Company's operations and the Company's financial position Consistent withrecognised best industry practices.

Peer remuneration

Remuneration involves balance between fixed and incentive pay reflecting performanceobjectives appropriate to the working of the Company and its goals.

Remuneration is reasonable and sufficient to retain and motivate directors to run theCompany successfully.

c) Remuneration to Non-Executive / Independent Directors:

i. Sitting Fees: Non Executive Independent Directors ("NEID's") shall beentitled to receive fees for attending meetings of the Board or Committee of the Board orfor any other purposes as may be decided by the Board of such sum as may be approved bythe Board of Directors of the Company within the overall limits prescribed under theCompanies

Act 2013 and the rules made thereunder SEBI (Listing Obligation and DisclosureRequirement) Regulations 2015 ("Listing Regulations") or other applicable law.ii. Remuneration to Non-Executive Directors: The Non-Executive Directors of the Companymay be entitled to receive remuneration by way of commission or reimbursement of expensesas may be recommended by NRC and approved by the Board of Directors of the Company. Thesaid remuneration will be within the limits specified in the Companies Act 2013 ScheduleV and rules made thereunder and Listing Regulations. The approval of shareholders beobtained if required and in that case remuneration shall be within the overall limitsapproved by the shareholders of the Company. iii. Reimbursement of actual expensesincurred: NEIDs may also be paid / reimbursed such sums incurred as actual for travelincidental and / or actual out of pocket expenses incurred by such Director for attendingBoard / Committee Meetings.

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) a) Appointment: i. The NRCshall ascertain and consider the integrity qualification background and experience ofperson for appointment as a KMP and at senior management position of the Company andrecommend to the Board his / her appointment.

The NRC has the discretion to decide whether qualifications expertise and experiencepossessed by a person are sufficient / 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 & Senior Management Personnel to ensure that it iscompetitive reasonable and sufficient to motivate and retain the employee.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND ITS COMMITTEES AND DIRECTORS

Criteria of performance evaluation of the Board and Directors are laid down byNomination and Remuneration Committee (NRC) of the Company. Pursuant to the provisions ofCompanies (Amendment) Act 2017 NRC decided to continue existing method of performanceevaluation through circulation of performance evaluation sheets based on SEBI Guidance

Note dated January 05 2017 and that only Board should carry out performance evaluationof Board Committees and Individual Directors.

An assessment sheet based on SEBI Guidance Note dated

January 05 2017 containing the parameters of performance evaluation along with ratingscale was circulated to all the Directors. The Directors rated the performance againsteach criteria. Thereafter consolidated score was arrived. Pursuant to the provisions ofthe Companies Act 2013 and Listing Regulations the Board has carried out performanceevaluation of its own evaluation of working of the Committees and performance evaluationof all Directors in aforesaid manner. The performance of the Board committees andindividual directors was found satisfactory.

During the year under review a separate Meeting of Independent Directors of theCompany was held on March 10 2021 through Video conferencing wherein all Independent

Directors were present. At the said meeting Independent Directors discussed andevaluated performance of Executive Chairman and other Whole-time Directors the Board andits various committees as a whole and also assessed the quality quantity and timelinessof flow of information between the management of the Company and the Board that isnecessary for the Board to effectively and reasonably perform its duties.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3)(c) and 134(5) of the Companies Act 2013your Directors to the best of their knowledge and belief and according to the informationand explanations obtained by them state and confirm that:

1. In the preparation of the annual accounts for the year ended March 31 2021 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;

2. Such accounting policies as mentioned in the notes to the Financial Statements forthe year ended March

31 2021 have been selected and applied consistently and judgments and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31

2021 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 the assets of the Company and for preventing and detecting fraudand other irregularities;

4. The annual financial statements for the year ended March

31 2021 have been 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 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..." The Company implements the CSRprojects primarily through ‘Indo Count Foundation' and also collaborates with othertrusts/ NGOs for carrying out various CSR activities. Our CSR projects focusses onparticipatory and collaborative approach with the community and responds proactively tovarious emerging needs from time to time in the socio-economic & environment space.Over a period of 5 years your Company had carried out CSR activities in the areas ofEducation Healthcare Women Empowerment Environment and Water & Sanitation. Apartfrom these areas your Company has always responded positively towards various challengesarisen due to disasters being faced in the country including COVID-19 pandemic.

Pursuant to provisions of Section 135 of the Companies

Act 2013 the Company had formulated a Corporate Social Responsibility (CSR) policy.The said CSR Policy of the Company was amended in lines with the Companies

(Corporate Social Responsibility Policy) Amendment Rules 2021 and the updated CSRpolicy is available on the website of the Company.

The Report on CSR activities implemented by the Company during the year under review isprovided as "Annexure 2" to this Report.

AUDIT COMMITTEE

During the year under review there has been no change in the composition of the AuditCommittee. As on March 31 2021 the Audit Committee comprises of 4 Directors / Membersout of which 3 are Independent Directors. The said Composition is as per Section 177 ofthe Companies Act 2013 and Regulation 18 of the Listing Regulations. More details onAudit Committee are given in the Corporate Governance Report. All the recommendations madeby the Audit Committee during the year under review were accepted by the Board.

STATUTORY AUDITORS

In accordance with the provisions of Section 139 of the

Companies Act 2013 at the Annual General Meeting held on August 21 2017 M/s. SureshKumar Mittal & Co. Chartered Accountants (Firm Registration No. 500063N) wereappointed as the Statutory Auditors of the Company for a period of 5 years commencing fromthe conclusion of 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 May 07 2018 issued by the Ministry of Corporate Affairs. Accordingly noresolution is proposed for ratification of appointment of Auditors in ensuing AGM of theCompany.

The Company has received a letter from M/s. Suresh Kumar

Mittal & Co. Chartered Accountants confirming that they are eligible forcontinuing as Statutory Auditors of the Company. As required under Regulation 33(1)(d) ofListing Regulations they have also confirmed that they hold a valid certificate issued bythe Peer Review Board of the Institute of Chartered Accounts of India.

AUDITORS' REPORT

The Auditors' Report on standalone and consolidated financial statements for the yearended March 31 2021 forms integral part of this Annual Report. The Auditors' Report doesnot contain any qualifications reservations adverse remarks and disclaimer. Notes to theFinancial Statements are self-explanatory and do not call for any further comments. TheStatutory Auditors of the Company have not reported any fraud under Section 143(12) of theCompanies Act 2013 (including any statutory modification(s) or re-enactment for the beingin force).

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with rulesthereunder the Board had appointed M/s. Kothari H. & Associates Practicing CompanySecretaries as Secretarial Auditors to conduct Secretarial Audit of the Company for theyear ended March 31 2021. The Secretarial

Audit Report issued by the Secretarial Auditors in Form No. MR-3 is provided as"Annexure 3" to this Report. The Secretarial Audit Report does not contain anyqualifications reservations or adverse remarks.

SEGMENT

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 March 31 2021 is provided separately and forms integral part of thisAnnual 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 March 31 2021 is providedin a separate section forming integral part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

Pursuant to the Regulation 34 of the Listing Regulations Business ResponsibilityReport (BRR) for the year ended March 31 2021 is provided separately and forms integralpart of this Annual Report.

ANNUAL RETURN

Pursuant to amendments in Section 92(3) of the Companies

Act 2013 read with Rules thereunder and provisions of Section 134(3)(a) of the ActAnnual Returns of the Company for 2019-20 & 2020-21 are hosted on the website of theCompany www.indocount.com and web-links thereto are given below:

Annual Return for 2019-20: https://www.indocount.com/images/investor/ICIL_Form_MGT-7_2020_200917_033804.pdf.

Annual Return for 2020-21:https://www.indocount.com/images/investor/Annual-Return-Form-MGT-7-FY-2020-21.pdf

SECRETARIAL STANDARDS

During the year under review your Company has complied with all the applicableSecretarial Standards issued by the Institute of Company Secretaries of India. The samehas also been confirmed by the Secretarial Auditors of the Company in the SecretarialAudit Report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPT) entered during 2020-21 were on arm's length basisand in the ordinary course of business and in compliance with the applicable provisions ofthe Companies Act 2013 and the Listing Regulations. During the year under review yourCompany did not enter into any material RPT under the provisions of Section 188 of the Actand Listing Regulations. Accordingly the disclosure of related party transactions asrequired under Section 134(3)(h) of the Companies Act 2013 in Form AOC-2 is notapplicable to the Company.

The prior approval of the Audit Committee is obtained for all Related PartyTransactions. A statement of all Related Party Transactions is reviewed by the AuditCommittee on a quarterly basis. Your Company has adopted a policy on Related PartyTransactions which has been uploaded on the Company's website and can be accessed athttps://www.indocount.com/images/investor/ICIL-Policy-on-Related-Party-Transactions-Revised-11-02-2020_200507_081044.pdf

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 bodiescorporate or any other persons nor provided any corporate guarantee or security underSection 186 of the Companies Act 2013. Particulars of investments and disclosure requiredunder Section 186(4) of the Companies

Act 2013 are provided in the notes to the standalone financial statements.

RISK MANAGEMENT

Your Company recognises 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 and mitigation. Major risks identified by theCompany are systematically addressed through mitigating actions on a continuous basis.Some of the risks that the Company is exposed to are financial risks raw material pricerisk regulatory risks forex risks and economy risks. Risk factors and its mitigation arecovered extensively in the Management Discussion and Analysis. M/s. Suresh Surana &Associates LLP Chartered Accountants are Internal Auditors of the Company and theyprovide internal audit reports on quarterly basis. The

Internal Audit Reports and Risk Management Framework are reviewed by the AuditCommittee. Further the Company has also constituted Risk Management Committee to assessthe risks and to review risk management plans of the Company.

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 hasestablished a vigil mechanism for the Directors and employees of the Company to reportconcerns about unethical behaviour actual or suspected incidents of fraud or violation ofCode of Conduct. 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 ComplaintCommittee under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 to look into complaints relating to sexual harassment at workplace.During the year under review no complaints pertaining to sexual harassment were receivedand no complaint was pending as on March 31 2021.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information on Conservation of Energy Technology Absorption Foreign Exchange Earningsand Outgo required under Section 134(3) (m) of the Companies Act 2013 read assessmentwith rules thereunder is given in "Annexure 4" forming part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 (12) of the

Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 regarding remuneration of Directors Key ManagerialPersonnel and other related disclosure is given in "Annexure 5" 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 2020-21 and particulars of employees drawingremuneration in excess of the limits specified in Rule 5(2) of the said rules is providedin Annexure forming part of this Report. As per the provisions of Section 136 of theCompanies Act 2013 the Annual Report and Accounts are being sent to the members of theCompany 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. Thesaid annexure will be available for inspection by the members at the

Registered Office of the Company twenty-one days before and upto the date of ensuingAnnual General Meeting during the business hours on 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 the management and the AuditCommittee and necessary improvements are undertaken if required.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS orders During theyear under review no significant were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations 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 theCompany which have occurred between the end of FY 2020-21 and the date of this report.

GENERAL

Your Directors state that:

1. During the year under review there was no change in the general nature of businessof your Company.

2. Cost audit was not applicable to the Company during the year under review howeverpursuant to the Order made by the Central Government for the maintenance of cost recordsunder section 148(1) of the Act the prescribed accounts and records have been made andmaintained.

3. As required in terms of Secretarial Standard (SS)-4 it is hereby confirmed thatthere is no corporate insolvency resolution process initiated under the Insolvency andBankruptcy Code 2016 and no proceeding is pending under the said code.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefulfor every person who risked their life and safety to fight this pandemic. Your Directorswish to place on record their appreciation for dedicated service and contribution made bythe employees of the Company at all levels. Your Directors would also like to place onrecord their gratitude for the continued co-operation and support received by the Companyduring the year from its customers vendors shareholders suppliers bankersfinancialinstitutions business associates and other stakeholders.

Your Directors also thank the Central Government State

Governments and other Statutory Authorities for their support during the year.

On behalf of the Board of Directors
Anil Kumar Jain
Date: May 17 2021 Executive Chairman
Place: Mumbai DIN: 00086106

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