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International Conveyors Ltd.

BSE: 509709 Sector: Engineering
NSE: N.A. ISIN Code: INE575C01027
BSE 15:23 | 17 Aug 28.80 1.35
(4.92%)
OPEN

28.40

HIGH

28.80

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26.40

NSE 05:30 | 01 Jan International Conveyors Ltd
OPEN 28.40
PREVIOUS CLOSE 27.45
VOLUME 255782
52-Week high 40.65
52-Week low 19.25
P/E
Mkt Cap.(Rs cr) 194
Buy Price 26.85
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00
OPEN 28.40
CLOSE 27.45
VOLUME 255782
52-Week high 40.65
52-Week low 19.25
P/E
Mkt Cap.(Rs cr) 194
Buy Price 26.85
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00

International Conveyors Ltd. (INTLCONVEYORS) - Director Report

Company director report

The Board of Directors hereby submits the reports of the business and operations ofyour Company (‘the Company or ‘International Conveyors Limited) along with theAudited Financial Statements for the financial year ended March 31 2017.

1. FINANCIAL RESULTS

(Amount in `)
Particulars 31.03.2017 31.03.2016
Profit before depreciation and taxation 14499168 12706434
Less: Depreciation 29021641 33646266
Profit/(Loss) before taxes (14522473) (20939832)
Less: Provisions for Taxation (1531583) (8098146)
Profit/(Loss) after taxes (12990890) (12841686)

2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

Kindly refer to `Management Discussion and Analysis Report' which forms part of theAnnual Report.

3. MATERIAL CHANGES AND COMMITMENTS

The re are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisReport.

4. DIVIDEND

Pursuant to Section 123 read with Companies (Declaration and Payment of Dividend)Rules 2014 your Directors are pleased to recommend dividend of ` 0.05 per shareon Equity Share of ` 1/- each (Previous year ` 0.05 per share on EquityShare of

` 1/- each) for the financial year ended March 31 2017 the consequent outflowwill be ` 40.62 lakhs including dividend tax (Previous year ` 40.66 lakhsincluding dividend tax).

5. TRANSFER TO RESERVES

In view of the loss your Board of Directors does not propose any amount to betransferred to General Reserves during the year under review.

6. CHANGES IN SHARE CAPITAL

The paid-up Equity Share Capital of the Company as at March 31 2017 stood at ` 675Lacs. During the year under review the Company has not issued any further shares.

7. RESULT OF OPERATIONS

The turnover of the Company including the excise duty for the year amounted to ` 4764lakhs (Previous year ` 7766 lakhs). However your Directors are expecting toachieve better results in coming years.

8. SUBSIDIARY

The Company has 3 (Three) wholly owned subsidiaries and 1(One) step-down Subsidiary ason March 31 2017. The re is no associate or joint venture company with in the meaning ofsection 2(6) of the Companies Act 2013. The Audit Committee reviews the consolidatedfinancial statements of the Company and the investments made by it in unlisted subsidiarycompanies.

The Company does not have any material non listed Indian subsidiary company astatement containing salient features of the financial statements of the Company'ssubsidiaries in form AOC-1 is attached to the financial statements of the Company.

The Company has a policy for determining ‘material subsidiaries' which isdisclosed on its website at the following link- http://www.iclbelting.com/resources/reports/gnrl/Material%20Subsidiaries.pdf

9. LISTING WITH STOCK EXCHANGES

Your Company is listed with The Bombay Stock Exchange Limited and The Calcutta StockExchange limited and the Company has paid the listing fees to each of the said Exchanges.

10. DIRECTORS & KMP

In terms of the Articles of Association of the Company read with Section 150 152 ofthe Companies Act 2013 Mr. Sunit Om Prakash Mehra (DIN: 00359482) retires by rotationand being eligible offers herself for re-appointment is proposed to be reappointed asDirector of the Company from the date of this Annual General Meeting (AGM).

Pursuant to the provision of Section 196 of the Companies Act 2013 and subject to theapproval of the members in the General Meeting the Board of Directors on therecommendation of Nomination and Remuneration Committee re-appointed Mr. Rajendra KumarDabriwala (DIN: 00086658) as Managing Director effective from October 1 2017 for a periodof 1 year as per the terms specified in the draft agreement to be placed before theensuing AGM.

Pursuant to the provisions of Section 149 of the Act Mr. Jinesh Suryakant Vanzara(DIN: 00239574) Mr. Kunchala Th irupal Reddy (DIN: 03330182) Mr. Lakshmikant Tibrawalla(DIN: 00423521) Mr. Colin William Benjamin (DIN: 07093277) and Mr. Mahadeo PrasadJhunjhunwala (DIN: 00567070) are independent directors of the company. The terms andconditions of appointment of independent are as per Schedule IV of the Act. The y havesubmitted a declaration that each of them meets the criteria of independence as providedunder section 149(6) of the Act and there has been no change in the circumstances whichmay affect their status as independent director during the year.

Pursuant to the provisions of Section 203 of the Act the key managerial personnel ofthe Company are Mr. Rajendra Kumar Dabriwala Managing Director Mr. Ashok Kumar GulguliaChief Financial Officer and Ms. Ayushi Gupta Company Secretary (Resigned on May 1 2017).

11. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

i) In the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;

ii) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the Loss ofthe Company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;iv) The Directors have prepared the annual accounts of the Company on a ‘goingconcern' basis.

v) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial control is adequate and operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

12. NUMBER OF BOARD MEETINGS

Four meetings of the board were held during the year for details of the meetingsplease refer to the corporate governance report which forms part of this report.

13. BOARD EVALUATION

According to Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Schedule IV of the Companies Act 2013 a meeting of IndependentDirectors was held on February 14 2017 to review the performance of the Non-IndependentDirectors and the Board as a whole. The details are given in the Corporate GovernanceReport.

14. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company policy is to have an optimum combination of executive non- executive andindependent directors to maintain the independence of the Board. As on March 31 2017 theBoard consists of 8 (Eight) directors 1 (one) of whom is executive 2 (Two) of them isnon-executive and rest are independent directors. The Board periodically evaluates theneed for change in its composition and size.

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of the directors' report.

15. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Your Company has in place adequate internal financial control policy and procedure forensuring the orderly and efficient conduct of its business including adherence to theCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures. The details in respect of internalfinancial control and their adequacy are included in the Management Discussion &Analysis which forms part of this report.

16. AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the corporategovernance report which forms part of this report.

17. STATUTORY AUDITORS

In terms of provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 the term of office of M/s Lodha & Co.Chartered Accountants. the Statutory Auditors of the Company will conclude from theconclusion of the ensuing Annual General Meeting of the Company. The Board of Directorsplaces on record its appreciation to the services rendered by M/s Lodha & Co. asStatutory Auditors of the Company.

Based on the recommendation of the Audit Committee your Board at its meeting held onAugust 28 2017 appointed M/s. G.P. Agrawal & Co. Chartered Accountants (ICAI FirmRegistration No.302082E) as the Auditors of the Company in place of the retiringauditors M/s. Lodha & Co. Chartered Accountants to hold office from the conclusionof the ensuing 44th AGM until the conclusion of the 49th AGM of your Company to be held inthe year 2022 subject to approval of the Members of the Company at the ensuing AGM andratification by the Members of the Company every year thereafter if required.

The Company has received written consent and certificate of eligibility in accordancewith Sections 139 141 and other applicable provisions of the Companies Act 2013 andRules made thereunder (including any statutory modification(s) or reenactment(s) thereoffor the time being in force) from M/s G.P. Agrawal & Co. Chartered Accountants.Further M/s G.P. Agrawal & Co.

Chartered Accountants have confirmed that they hold a valid certificate issued by thePeer Review Board of the Institute of Chartered Accountants of India as required under theprovisions of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The proposal for their appointment has been included in the Noticeconvening the 44th AGM for obtaining approval of the Members of the Company.

18. AUDITORS' REPORT

The auditors' report does not contain any reservations qualifications or adverseremarks. The Auditors' report is attached to the Balance Sheet as at March 31 2017.

19. SECRETARIAL AUDITORS' REPORT

The Board of Directors had appointed M/s. V Gulgulia & Co. Company Secretaries toconduct secretarial audit of the Company for the financial year 2016-2017. The SecretarialAuditors' Report does not contain any reservations qualifications or adverse remarks andthe Secretarial Audit Report (in Form MR-3) forms part of the Board's Report.

20. RISK MANAGEMENT

Risk management is the process of identification assessment and prioritisation ofrisks followed by coordinated efforts to minimise monitor and mitigate/control theprobability and / or impact of unfortunate events or to maximise the realisation ofopportunities.

The Company has in place a Risk Management Policy which was reviewed by the AuditCommittee and approved by the Board of Directors of the Company. The objective of riskmanagement is to have a dynamic and an optimum balance between risk and return and ensureregulatory compliance and conformity with the Board approved policies it starts with theidentification and evaluation process which is followed by optimal use of resources tomonitor and minimize the risks.

21. LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The full particulars of Loans Guarantees and Investments covered under the provisionsof Section 186 of the Companies Act 2013 are given in the notes to the FinancialStatements.

22. EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as of March 31 2017 pursuant to the sub-section (3) ofSection 92 of the Companies Act 2013 is forming part of the report and is attachedseparately.

23. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given hereunder.

Name Designation Remuneration Remuneration % increase in Ratio of
paid in the FY paid in the FY remuneration remuneration
2016-17 2015-16 from previous to Median
year remuneration
of employee
1 Mr. Rajendra Kumar Dabriwala Managing 9593039 7908533 Nil 28.57:1
Director
2 Mr. Ashok Kumar Gulgulia Chief Financial 1358000 1328000 Nil 4.04:1
Officer
3 Ms. Ayushi Gupta Company 261600 74987* Nil 0.78:1
Secretary

* Remuneration paid to Ms. Ayushi Gupta for the FY 2015-16 is from December 2015.

Percentage increase in remuneration of each Managing Director Chief Financial Officer(CFO) Company Secretary in the financial year 2016-17 :

Mr. Rajendra Kumar Dabriwala (Managing Director) : Nil
Mr. Ashok Kumar Gulgulia (CFO) : Nil
Ms. Ayushi Gupta (Company Secretary) : Nil

Percentage increase in median remunerations of employees in the financial year 2016-17-7.70% Explanation of the relationship between average increase in remuneration &Company performance:

The average increase in remuneration is as per the policy of retention of talent.

Comparison of remuneration of each KMP against performance of company:

Name Designation Remuneration paid in the FY 2016-17 % Increase in remuneration from previous year PAT % Decrease in PAT
1 Mr. Rajendra Kumar Dabriwala Managing Director 9593039 Nil
2 Mr. Ashok Kumar Gulgulia Chief Financial Officer 1358000 Nil (12990890) 201.16%
3 Ms. Ayushi Gupta Company Secretary 261600 Nil

Variation in the Market Capitalisation of the Company Price Earning Ratio as atclosing date of the current financial year and previous financial year :

Particulars 31.03.2017 31.03.2016 % Variation
Market Capitalisation 1282500000 1130625000 13.43
Price Earnings Ratio (100.00) (88.16) 13.43

Key parameters for any variable remuneration of directors:

Except for the Managing Director Mr. Rajendra Kumar Dabriwala no directors have beenpaid any remuneration as only sitting fees are paid to them.

The Ratio of the remuneration of the highest paid director to that of the employees whoare not directors but receive remuneration in excess of the highest paid director duringthe year- Not Applicable.

Affirmation that remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

24. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements laid down in SEBI (Listing Obligation& Disclosure Requirements) Regulations 2015. The requisite Certificate from theStatutory Auditor of the Company confirming compliance with the conditions of corporategovernance as stipulated under SEBI (Listing Obligation & Disclosure Requirements)Regulations 2015 is included as a part of this report.

25. DEPOSITS

Pursuant to Section 73 of the Companies Act 2013 read with the Companies (Acceptanceof Deposits) Rules 2014 the Company has not accepted any deposit from the public/memberduring the year.

26. DECLARATION GIVEN BY INDEPENDENT DIRECTORS

Independent Directors have given the necessary declarations to the Company as requiredunder sub-section (6) of Section 149 of the Companies Act 2013.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The re were no contracts/ arrangements/ transactions with related parties which couldbe considered material in accordance with the policy of the Company or materiality ofrelated party transactions all contacts / arrangements / transactions with related partywere on arm's length basis. Information on transactions with related parties pursuant toSection 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014are given in Form AOC-2 and the same forms part of this report.

28. POLICY ON RELATED PARTY TRANSACTION

Policy on dealing with related Party Transaction is available on the Company's websiteat http://www.iclbelting.com/resources/ reports/gnrl/Related%20Party%20Policy.pdf .

29. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

It is the responsibility of the Directors/ senior managerial employees of the Companyto intimate to the Independent Director about the Company's strategy operations productand service offerings markets finance quality etc. to make Independent Directorfamiliarize with the strategy operations and functions of the Company.

The details of familiarization programme have been posted in the website of the Companyunder the web link http://www.iclbelting.com/resources/reports/gnrl/Familarisation%20Programme%20for%20Independent%20Director.pdf.

30. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information relating to energy conservation technology absorption foreign exchangeearnings and outgo required under Section 134(3)(m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 are annexed to the Board's Report.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In pursuant to the provisions of section 135 and Schedule VII of the Companies Act2013 the Board has constituted a CSR Committee. Details of CSR Committee is given in theCorporate Governance Report. The policy is available on the Company's Website at

http://www.iclbelting.com/resources/reports/cgr/CorporateSocialResponsibilityPolicy.pdf.

32. VIGIL MECHANISM

In terms of Section 177(9) & (10) of the Companies Act 2013 a Vigil Mechanism hasbeen established for Directors and employees of the Company to report genuine concerns andthe same has been displayed on the Company's Website at http://www.iclbelting.com/resources/reports/gnrl/Vigil%20Mechanism.pdf.

33. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITON &REDRESSAL) ACT 2013

The re has been no such case pending during the year under review.

34 ACKNOWLEDGEMENTS

The Directors express their sincere thanks and place on record their deep appreciationfor the patronage extended by the shareholders valued customers bankers governmentauthorities and the investors for their continued support and confidence in the company.The Directors also wish to place on record their deep sense of appreciation to allemployees for the diligence of the Company.

For and on behalf of the Board of Directors

R. K. Dabriwala M.P.Jhunjhunwala
Managing Director

Director

Place : Kolkata

Date : August 28 2017

Annexure to the Directors' Report

Information on Conservation of Energy Technology Absorption Foreign Exchange Earningsand Outgo required to be disclosed under Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 are provided hereunder:

A. CONSERVATION OF ENERGY

1. Company has carried out a close monitoring of the Electricity consumption based onKWH.

2. Company is also upgrading its machinery so that it will consume less power and workin low fluctuation.

3. Continuous upgradation in machineries to enhance productivity so that it willconsume less energy and power.

4. The Company is also endeavoring to maintain the optimum combination of energies andalways looking for the alternate sources.

Consumption per unit of production for the year 2016-17:

Particulars (KWH) (`)
Purchased Units from Electricity Board 1553407 11358927
Units generated (DG) 4516 80614
Total 1557923 11439541
Rate per unit 7.34
Consumption per meter of manufacture 16.67

e Company presently has in total 5 Wind Mills. All these Wind Mills are generatinggreen energy in the states of Karnataka Maharashtra Gujarat and Telangana and the sameis supplied to respective state consumers through state grids.

Product Name Unit of Capacity / production Installed Capacity ‘KWH' Quantity produced ‘KWH' Capacity utilised (%) Value of Production (in `)
1. Wind Mill at Chitradurga Dist. Karnataka KWH 1400000 246480 18% 1623372
2. Wind Mill at Panchpatta Dist. Maharashtra KWH 1600000 1277554 80% 898046
3. Wind Mill at Kutch Dist. Gujarat KWH 4700000 2586104 55% 2514182
4. Wind Mill at Kurnool Dist. Phase - I KWH 1700000 1147073
67% 2646373
Telangana
5. Wind Mill at Kurnool Dist. Phase - II KWH 1700000 1331122
78% 2628934
Telangana

B. TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

The Company continues to use the latest technologies for improving the productiveand quality of its services and products.

C. FOREIGN EXCHANGE EARNING AND OUTGO

(` in Lakhs)
Foreign exchange used and earned 2016-17 2015-16
a) Foreign Exchange Earnings 5380.47 4361.52
b) C.I.F. Value of Imports 1223.42 2143.45
c) Expenditure/Claims etc. in foreign currency 457.89 707.12

For and on behalf of the Board of Directors

R. K. Dabriwala M.P.Jhunjhunwala
Managing Director

Director

 

Place : Kolkata
Date : August 28 2017

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in subsection (1) of Section 188 of the CompaniesAct 2013 including certain arms length transactions under third proviso thereto :

Particulars Details
1. Details of contracts or arrangements or transactions not at arm's length basis: Not Applicable
2. Details of material contracts or arrangement or transactions at arm's length basis:
(a) Name(s) of the related party and nature of relationship: International Conveyors Australia Pty Ltd
International Conveyors America Ltd. INC
(b) Nature of contracts/arrangements/transactions: Purchase and sale of goods.
(c) Duration of the contracts / arrangements/transactions: As per normal business practice
(d) Salient terms of the contracts or arrangements or transactions including the value if any: Goods are sold at market rate on arm's length basis
(e) Date(s) of approval by the Board if any: Not applicable since the contract was entered into in the ordinary course of businesss and on arm's length price.
(f) Amount incurred during the year International Conveyors Australia Pty Ltd - ` 106681317 International Conveyors America Ltd INC - ` 35492974

For and on behalf of the Board of Directors

R. K. Dabriwala M.P.Jhunjhunwala
Managing Director

Director

Place : Kolkata

 

Date : August 28 2017