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International Constructions Ltd.

BSE: 535096 Sector: Infrastructure
NSE: SUBCAPCITY ISIN Code: INE845C01016
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International Constructions Ltd. (SUBCAPCITY) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their Thirty Seventh Annual Report andAudited statement of accounts of the Company for the year ended 31st March 2021.

1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF COMPANY'S AFFAIRS

FINANCIAL SUMMARY/HIGHLIGHTS

(Rs. In ‘000')
Particulars For the year ended 31.03.2021 For the year ended 31.03.2020
Revenue from Operations 46057.00 -
Other Income 2274.20 12234.80
Gross Revenue 48331.20 12234.80
Expenditure 20953.00 19927.62
Profit Before Tax 27378.20 (7692.82)
Less: Tax Expense 15137.46 (3083.48 )
Profit /(Loss) After Tax 12240.75 (4609.34)
Other Comprehensive Income (114.57) (16255.43)
Total Comprehensive Income 12126.18 (20864.78)
Earnings per share - Basic and Diluted (Nominal value Rs. 10 per share) 3.37 (1.27)

OPERATIONS STATE OF COMPANY'S AFFAIRS

During the year under review your Company has generated the revenue from operation ofRs. 4.6 Cr. The profit before tax increased to 2.74 Cr. against the loss of Rs. 0.77 cr.reported in previous year. The profit for the year under review amounted to Rs. 1.22 Cr.as above for the year against Rs. 0.46 Cr. Loss in the previous year. During the yearunder review the Earning per share of the Company is Rs. 3.37/- (Basic & Diluted).

The financial year 2020-21 was one of the most challenging year for the Indian as wellas world economy due to COVID-19 pandemic which significantly impacted the economy.Despite of the above fact your company could able to generate the revenue from itsoperation of Rs. 4.61 Cr. Management is very positive and looking forward for the muchbetter performance in future.

IMPACT OF THE COVID-19 PANDEMIC ON THE BUSINESS

The COVID-19 virus has shattered the world economy. During the current year underreview COVID-19 epidemic in 2020 has been a major disaster in the form of second wavewhich turned into a nation crisis once again. The impact of covid-19 on India has beenlargely disruptive in terms of economic activity as well as a loss of human lives. Almostall the sectors have been adversely affected. Your Company is bound to support itsemployees and their families during the pandemic. During the year your Company had totemporarily suspend operations for some time as keeping in mind the paramount need ofsafety of the employees and also with the fact that the Governments has enforced partiallockdowns across the Country. The Company gradually started its business operations withminimum workforce combined with work from home policy and adhering to the safety normsprescribed by Government of India.

However your Directors have been regularly reviewing with the Management the impactof COVID-19 on the Company. At this point of time it is not possible either to foresee theduration for which this pandemic will last nor predict its course. Hence the Company isnot in a position to assess with certainty the future impact on operations. However due torapid vaccination drive taking place all across the Country the Company's approach isoptimistic for the future.

2. SHARE CAPITAL

During the year under review there was no change in the Authorised issued subscribedand Paid-up capital of the Company.

The present Authorised Capital of the Company is Rs. 100000000/- (Rupees Ten CroresOnly) divided into 10000000 (One Crore) Equity Shares.

The paid-up Equity Share Capital of the Company as on March 31 2021 stands at Rs.36339600/- (Three Crores Sixty Three Lakh Thirty Nine Thousand Six Hundred only)divided into 3633960 (Thirty Six Lakh Thirty Three Thousand Nine Hundred and Sixty)equity shares of Rs. 10/- each.

During the year under review the Company has not issued shares debentures bondsconvertible securities or non-convertible securities shares with differential votingrights nor has granted any stock options or sweat equity or warrants also not made anyProvision of money by company for purchase of its own shares by employees or by trusteesfor the benefit of employees.

3. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards IND-AS-110 on Consolidated FinancialStatements read with Accounting Standard IND AS-27 on Accounting for investments inSubsidiaries & Associates your Directors provide the audited consolidated financialstatements for the financial year ended 31st March 2021 forming part of the Annual Reportand Accounts.

4. TRANSFER TO RESERVES:

The Company does not propose to transfer any amount to reserves of the company.

5. DIVIDEND

Your Directors do not recommend any dividend for the year under review to conserve theresources for its future requirements. Current year profit is added to ‘retainedearnings' and shown under the heading ‘Other Equity'

6. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

PARTICULARS OF ENERGY CONSERVATION

i The steps taken or impact on conservation of energy; Energy conservation dictates how efficiently a company can conduct its operations.
Considering the nature of the business of the Company there are no particulars to be disclosed relating to the Conservation of Energy as required u/s 134(3)(m) of the Companies Act 2013 read with relevant Rule 8(3) of the Companies (Accounts) Rules 2014 during the year under review
ii The steps taken by the company for utilizing alternate sources of energy; Considering the nature of the business of the Company no step is required to be taken by the Company for utilizing alternate sources of energy.
iii The capital investment on energy conservation equipment's; During year under review the Company had not made any investment on the energy conservation equipment's as the same were not warranted.

7. PARTICULARS OF TECHNOLOGY ABSORPTION RESEARCH AND DEVELOPMENT

i. The efforts made towards technology absorption;- Nil ii. The benefits derived likeproduct improvement cost reduction product - Nil development or import substitution;-Nil iii. In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)

(a) the details of technology imported NIL
(b) the year of import; NIL
(c) whether the technology been fully absorbed NIL
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof NIL

8. PARTICULARS OF FOREIGN EXCHANGE EARNINGS & OUTGO

Foreign Exchange Earnings- Nil Foreign Exchange Outgo - Nil

9. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to provisions of clause (c) of sub-section (3) of Section 134 of the CompaniesAct 2013 your Directors hereunder state that for the year under review;

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; (b) thedirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period; (c) the directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; (d) the directors had prepared the annual accounts on agoing concern basis; (e) the directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively. (f) the directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTRELATE AND THE DATE OF THE REPORT:

The COVID-19 virus has shattered the world economy. The industry in general will haveto brace itself for the economic shocks of such nature. The Companies have preparecontingency plans such as work from home enhanced safety measures strategies forcontinuity of business and other affairs. The Company has taken necessary steps in termsof devising plans for mitigating such risk. There were no other material changes andcommitments affecting the financial position of the Company between end of the FinancialYear and the date of this report.

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY U/s 186 DURING THEYEAR UNDER REVIEW:

The details of Loans / Guarantee given and investment as on 31.03.2021 are as follows:

Loans given by the Company: Rs. 1.40 Crores /-

Guarantee given by the Company: Rs. 10.00 Crores in favour of Bankers on behalf of ADDTechnologies (India) Limited

Investments made by the Company: Rs. 16.65 Crores/-

The details of the investments are given under Schedule 4 of Notes to FinancialStatements in for the year ended 31/03/2021.

12. PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN 188(1) INFORM AOC 2 OF COMPANIES (ACCOUNTS) RULES 2014:

There are no Contracts/Arrangements with related parties referred to in Section 188(1)of Companies Act 2013 and hence furnishing details in form AOC II does not arise.

13. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS U/s. 149(6) OF COMPANIESACT 2013:

The Company has received declarations from the Independent Directors namely Mr. AmitavaBasu and Mr. Rajesh Kandoi of the company confirming that they meet the criteria ofindependence as prescribed both under Section 149(6) of the Companies Act 2013 andregulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

14. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHERMATTERS U/s 178(3)

The Policy on Directors' appointment & remuneration including of KMP and otheremployees and the criteria for determining qualification positive attributes andindependence of a Director formulated by the Nomination and Remuneration Committeepursuant to Sec 178 (3) of the Companies Act 2013 is annexed to this Board Report.(Annexure-1)

15. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY:

The Company has adequate Risk Management Policy during the year under review.

16. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility (CSR)initiatives as the provisions for the said CSR are not applicable to it for the year underreview.

17. CHANGE IN THE NATURE OF BUSINESS IF ANY:

There was no change in the nature of business of the company during the financial yearended March 31 2021.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 (6) of the Companies Act 2013 & the Rulesframed thereunder and the applicable provisions of the Articles of Association of theCompany Mrs. Priti Devi Sethi (DIN: 00635846) Director of the Company retires byrotation at the forthcoming AGM and being eligible offers herself for re-appointment

Mr. Amitava Basu (03335477) was re-appointment as an Independent Director not liableto retire by rotation for a second term pursuant to applicable provisions of the Act readwith the Rules issued thereunder and Listing Regulations w.e.f. 29.09.2020 at the AGM heldon 30.09.2020.

Mr. Rajesh Kandoi (07434686) continues as an Independent Director of the Company.

Pursuant to provisions of Section 196 197 and 198 read with Schedule V and otherapplicable provisions of the Companies Act 2013 Mr. Anil Kumar Sethi (DIN: 00035800)re-appointed by the Shareholders of the Company at their Annual General Meeting held onSeptember 30 2020 as the

Managing Director of the Company for a further term of 3 consecutive years with effectfrom 15th November 2020 not liable to retire by rotation.

Mr. Nitesh Kumar Jain (ACS – 54402) an Associate Member of Institute of CompanySecretaries of India appointed as Company Secretary and Compliance officer of The Companyw.e.f. 3rd April 2020.

Mr. Om Prakash Sharma is continues as Chief Financial Officer in the Company.

19. BOARD EVALUATION

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

20. DEPOSITS:

The Company has not accepted any deposits during the year under review within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

21. INTERNAL FINANCIAL CONTROL

Our Company has laid down internal financial controls and that such internal financialcontrols were adequate and was operating effectively during the year under review.

22. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR UNDER REVIEW:

There were Nine (09) Board meetings held during the year under review as below:

Sr. No Date of Board Meeting
1. 03.04.2020
2. 24.07.2020
3. 27.08.2020
4. 02.09.2020
5. 20.10.2020
6. 07.12.2020
7. 16.01.2021
8. 09.02.2021
9. 07/03/2021

? INDEPENDENT DIRECTORS MEETINGS:

Independent Director plays a pivotal role in governance process of the Board andSchedule IV of the Companies Act 2013 and rules made thereunder mandates that theIndependent Directors of the Company should hold at least one meeting in a year withoutthe attendance of Non-Independent Directors.

Pursuant to the requirements of Schedule IV of the Companies Act 2013 and as in ofRegulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a separate meeting of independent directors of the Company has been convened on 11thDay of February 2021 during the financial year 2020-21 to review the matters as laid downin the aforesaid Schedule and Regulations.

? BOARD COMMITTEES: i. AUDIT COMMITTEE

As required under Section 177 of the Companies Act 2013 and Regulation 18 of SEBI(Listing Obligation and disclosure Requirements) regulations 2015 your Company has acompetent Audit Committee consisting of majority of Independent Directors as its members.The members of Audit Committee are:-

Sl.No Name of the Director Designation Independent /Non- Independent No of meetings attended
1 Mr. Rajesh Kandoi Chairman Independent 4
2 Mr. Anil Kumar Sethi Managing Director Non- Independent 4
3 Mr. Amitava Basu Member Independent 4

ii. NOMINATION AND REMUNERATION COMMITTEE As required under Section 178 of theCompanies Act 2013 and Regulation 19 of SEBI (Listing Obligation and disclosureRequirements) regulations 2015 your Company has a competent Nomination and RemunerationCommittee consisting of 50% of Independent Directors as its members. The members ofNomination and Remuneration Committee are:

Sl. No Name of the Director Designation Independent /Non- Independent No of meetings attended
1 Mr. Rajesh Kandoi Chairman Independent 1
2 Mrs. Priti Devi Sethi Director Non-Executive 1
3 Mr. Amitava Basu Member Independent 1

23. SHAREHOLDERS MEETINGS:

There was only one (1) annual general meeting of shareholders was held on 30thSeptember 2020.

24. DETAILS ABOUT THE HOLDING / SUBSIDIARY / ASSOCIATE COMPANY:

Company does not have any Holding Company. Details of Subsidiary and AssociateCompanies are given as below:

Sl. Name of the company No CIN/GLN Holding/ Subsidiary / Associate
1 ADD REALTY LIMITED U70101KA2007PLC042211 SUBSIDIARY COMPANY
2 ADD INDUSTRIAL PARK (TAMIL NADU) LIMITED U45209KA2007PLC133412 SUBSIDIARY COMPANY
3 ADD ELCINA ELECTRONICS PVT LTD U31401KA2015PTC080857 SUBSIDIARY COMPANY
4 RATNATRAY MEGA FOOD PARK PRIVATE LIMITED U74990WB2014PTC199885 SUBSIDIARY COMPANY
5 ADD TECHNOLOGIES (INDIA) LIMITED* U31909KA1995PLC019162 SUBSIDIARY COMPANY
6 SPM ENGINEERS LIMITED L29120WB1984PLC066611 ASSOCIATE COMPANY
7 DELHI WASTE MANAGEMENT LIMITED U74999KA2005PLC130126 ASSOCIATE COMPANY

* Become Subsidiary w.e.f. 05.09.2020.

The details for the Subsidiary and Associate Companies in Form AOC-I is forming part ofthe financial statement as Annexure-2.

25. AUDITORS AND AUDITORS' REPORT

_ STATUTORY AUDITORS AND AUDITOR'S REPORT:

The General Body with due recommendation of the Audit Committee and Board ofDirectors pursuant to Section 139 & 142 of the Companies Act 2013 appointed on27.09.2018 M/s G L Kothari & Co Chartered Accountants Bangalore (Firm RegistrationNo. 001445S) as statutory auditors of the Company for a period of 5 years from the closeof 35th Annual General Meeting (AGM) till the conclusion of the 40th Annual GeneralMeeting (AGM) subject to ratification by members every year. As per The Companies(Amendment) Act 2017 dated 03.01.2017 no such annual ratification is required w.e.f07.05.2018.

CIN: L45309KA1983PLC038816

Members may take note of the above.

The notes on accounts referred to in the Auditors' Report are self-explanatory andtherefore do not call for any further comments.

_ STATUTORY AUDITORS QUALIFICATION/REMARKS IN AUDITORS REPORTS (IF ANY):

There are no qualification/adverse remarks given by the auditors in their report givenfor the year ended 31/03/2021 relating to both standalone and consolidated Balance Sheets.

_ SECRETARIAL AUDITORS AND AUDITOR'S REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany had appointed M/s. N. JHUNJHUNWALA & ASSOCIATES Practicing CompanySecretaries Kolkata having Certificate of Practice No 5184 and Membership No. FCS 6397of ICSI as Secretarial Auditor of the Company to conducts the Secretarial Audit for theFinancial Year 2020-21.

The Secretarial Audit Report as received from M/s. N. Jhunjhunwala & Associates isappended to this Report as Annexure 3

_ QUALIFICATION/ADVERSE REMARK BY THE COMPANY SECRETARY IN PRACTICE IN HIS SECRETARIALAUDIT REPORT (IF ANY):

The Secretarial Audit Report is self-explanatory. The Secretarial Auditor's Report doesnot contain any qualifications reservations adverse remarks or disclaimer.

_ INTERNAL AUDITOR AND THEIR REPORT:

Pursuant to the provision of Section 138 of the Companies Act 2013 has mandated theappointment of Internal Auditor in the Company. Accordingly the Board has appointed M/s.MOJ & Associates Chartered Accountants (ICAI Firm Registration No. 015425S) asInternal Auditors to conduct Internal Audit for the financial year 2020-21. During theyear under review M/s. MOJ & Associates Internal Auditor's had submitted theirReport for the financial year 2020-21 for various quarters/period to the Audit Committeefor its review and necessary action.

_ Internal Auditors Observations

Internal Audit Report was self-explanatory and need no comments.

_ COST AUDITOR:

The Provision relating to maintaining of Coat record and conducting of cost audit arenot applicable to the company. Under section 148 (1) of the companies act 2013.

26. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there are no unpaid/unclaimed Dividends declared and paid yester years theprovisions of Section 125 of the Companies Act 2013 does not apply for the Company duringthe year under review.

27. DETAILS IN RESPECT OF FRAUD REPORTED BY THE AUDITOR U/s 143(12) OF COMPANIES ACT2013:

There are no frauds reported by the Auditor U/s. 143(12) of Companies Act 2013 duringthe year under review.

28. ANNUAL RETURN:

Pursuant to the Notification issued by MCA with effect from August 28 2020 themandatory requirement of attaching an extract of the Annual Return in the prescribed formMGT-9 has been omitted.

Accordingly as per the provisions of the amended Section 92(3) of the Act read withRule 12 of the Companies (Management and Administration) Rules 2014 the Annual Return asof March 31 2021 has been placed on the website of the Company and can be accessed atwww.inltd.co.in

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees.

Disclosure under the Sexual Harassment of women at workplace (Prevention Prohibitionand Redressal) Act 2013 does not arise as the Company has no woman employees except onewoman Director.

30. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BYTHE BOARD OF THE PERFORMANCE OF THE COMPANYAND THAT OF ITS COMMITTEES AND THE DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Committees.

31. CORPORATE GOVERNANCE:

Corporate governance is an ethically driven business process that is committed tovalues aimed at enhancing an organization's brand and reputation. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholders' expectations. At International Constructions Limitedit is imperative that our company affairs are managed in a fair and transparent manner.This is vital to gain and retain the trust of our stakeholders.

Pursuant to the provisions of Regulation 15 (2) (a) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015compliance with the provisions of Regulation 17 18 19 20 2122 23 24 25 26 27 andclauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of ScheduleV of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations) were not applicable on the companyduring the financial year 2020-21. Consequently the Compliance Report on CorporateGovernance as stipulated under Schedule V of the Listing Regulations does not form part ofthis Annual Report for the Financial Year 2020-21. The declaration of non-applicability ofcorporate governance from Managing Director is annexed herewith as "Annexure-5".

32. PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in "Annexure - 4"of this Report.

33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS ORTRIBUNALS IMPACTING GOING CONCERNSTATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by regulators or courts ortribunals impacting going concern status and company's operations in future.

34. COMPLIANCE:

The Company has complied and continues to comply with all the applicable regulationscirculars and guidelines issued by the Ministry of Corporate Affairs (MCA) StockExchange(s) Securities and Exchange Board of India (SEBI) etc.

The Company has complied with all applicable provisions of Companies Act 2013 ListingAgreement executed with the Stock Exchanges SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and other applicable rules/regulations/guidelines issuedfrom time to time.

35. COMPLIANCE WITH SECRETARIAL STANDARD OF ICSI

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Meetings of the Board of Directors and General Meetings.

35. EMPLOYEES RELATIONS

During the year under review the relations with the employees has been cordial. Yourdirectors place on record their sincere appreciation for services rendered by theemployees of the Company.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a detailed Management Discussion and Analysis Report has been appendedseparately are forming part of this of this Report.

38. VIGIL MECHANISM:

As per the Regulation 15 of SEBI (Listing and Obligations and Disclosures Requirements)Regulations 2015 the provision of Regulation 22 relating to Vigil Mechanism is notapplicable to our Company with effect from 1st December 2015. However in line with therequirement u/s 177(9) & (10) of Companies Act 2013 read with the Companies (Meetingof the Board and its powers) Rules 2014 your company has adopted a Whistle Blower policesestablishing vigil mechanism to provide a formal mechanism to Directors and employees toreport genuine concerns. The policy provides for adequate safe guards againstvictimisation of persons who use such mechanism and also provide for direct access to thechairman of the Audit Committee in appropriate or exceptional cases. The functioning ofthe Vigil Mechanism is reviewed by the Audit Committee. It is hereby affirmed that nopersonnel of the company has been denied access to the Audit Committee. The Whistle Blowerpolicy is available at Company's website at www.intltd.co.in.

39. PREVENTION OF INSIDER TRADING:

The Company has also adopted a code of conduct for prevention of insider trading. Allthe Directors senior management employees and other employees who have access to theunpublished price sensitive information of the Company are governed by this code. Duringthe year under Report there has been due compliance with the said code of conduct forprevention of insider trading. The Board has already adopted a revised Code of Preventionof Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations 2015.

40. HUMAN RESOURCES:

Your Company treats its "Human Resources" as one of its most significantassets. The Company continues its focus on retention through employee engagementinitiatives and provides a holistic environment where employees get opportunities torealize their potential. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement. The Company's Health and Safety Policy commits toprovide a healthy and safe work environment to all employees.

APPRECIATION & ACKNOWLEDGEMENT:

The Board of Directors would like to express their sincere thanks to the Shareholders& Investors of the Company for the trust reposed on us over the past several years.Your Directors are highly grateful for all the guidance support assistance andco-operation received from the Banks Departments of Central Government & StateGovernments other Government Departments Members Esteemed Customers and Suppliersduring the year under review. Your Directors also wish to place on record their sincereappreciation for the dedicated efforts and consistent contribution made by all theemployees at all levels for their hard work solidarity cooperation and dedication duringthe year.

By Order of the Board
For International Constructions Limited
Sd/-xxx
Anil Kumar Sethi
Place: Bangalore Chairman & Managing Director
Date: 29.06.2021 (DIN NO: 00035800)

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