The Board of Directors hereby submits the reports of the business and operations ofyour Company (International Conveyors Limited) along with the Audited FinancialStatements for the financial year ended March 31 2018.
Pursuant to the Notification dated February 16 2015 issued by the Ministry ofCorporate Affairs your company has adopted Indian Accounting Standards ("IndAS") notified under the Companies (Indian Accounting Standards) Rules with effectfrom April 1 2017. Accordingly financial statementsfor the year ended March 31 2018 havebeen restated to confirm to Ind AS.
1. FINANCIAL RESULTS
(Rs. in Lakhs)
|Particulars ||31.03.2018* ||31.03.2017* |
|Revenue from operations ||5143.40 ||4832.20 |
|Other Income ||739.84 ||672.63 |
|Total ||5883.24 ||5504.83 |
|Profit/ (Loss) before Exceptional items and Taxation ||(207.67) ||269.66 |
|Exceptional items- Income / (Loss) ||- ||- |
|Profit/ (Loss) before Taxation ||(207.67) ||269.66 |
|Provision for Taxation ||158.01 ||136.82 |
|Net Profit ||(365.68) ||132.84 |
|Other Comprehensive Income/ (Loss) (net of tax) ||3641.30 ||2612.80 |
|Total Comprehensive Income ||3275.62 ||2745.64 |
* All figures are as per Ind AS.
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
There 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 ofthisReport.
Pursuant to Section 123 read with Companies (Declaration and Payment of Dividend)Rules 2014 your Directors are pleased to recommend dividend of Rs. 0.05 on Equity Shareof Rs. 1/- each (Previous year Rs. 0.05 per share on Equity Share of Rs. 1/- each) for thefinancial year ended March 31 2018 the consequent outflow will be Rs. 40.69 Lakhs(Approx) including dividend tax (Previous year Rs. 40.62 lakhs including 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 2018 stood at Rs. 675Lacs. During the year under review the Company has not issued any further shares.
7. RESULT OF OPERATIONS
The turnover of the Company including excise duty for the year amounted to Rs. 4448lakhs (Previous year Rs. 4764 lakhs). However your Directors are expecting to achievebetter results in coming years.
8. SUBSIDIARIES & ASSOCIATE COMPANIES
The Company has 3 (Three) wholly owned subsidiaries and 1(One) step-down Subsidiary ason March 31 2018 the names of which are mentioned herein below:
i. International Belting Ltd.
ii. Conveyor Holdings Pte. Ltd.
iii. International Conveyors America Ltd.
iv. International Conveyors Australia Pty Ltd. (Step down subsidiary of ConveyorHoldings Pte. Ltd.)
During the year under review International Belting Limited (100% Subsidiary ofInternational Conveyors Limited) acquired more than 20% shares of Pure Coke Limited hencemaking it an associate of the former Company under Section 2(6) of the Companies Act2013. The details of the above mentioned is also available in MGT - 9 which forms part ofthis report.
The Audit Committee reviews the consolidated financial statements of the Company andthe investments made by it in unlisted subsidiaries and associate companies. Pursuant tothe provisions of Section 129(3) of the Companies Act 2013 read with Rule 5 of Companies(Accounts) Rules 2014 a statement containing salient features of Financial Statements ofthe Subsidiaries and Associate have been provided in Form No. AOC-1 which forms part ofthis report.
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. CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statements (CFS) of your Company duly audited by theStatutory Auditors M/s. G. P. Agrawal & Co. Chartered Accountants for the financialyear ended March 31 2018 prepared in compliance with the provisions of Indian AccountingStandards (Ind AS) issued by the Institute of Chartered Accountants of India (ICAI) andnotified by the Ministry of Corporate Affairs (MCA) Government of India also forms partof this Annual Report.
10. LISTING WITH STOCK EXCHANGES
Your Company is listed with The Bombay Stock Exchange Limited and The CalcuttaStock Exchange limited and the Company has paid the listing fees to each of the saidExchanges.
11. DIRECTORS & KMP
In terms of the Articles of Association of the Company read with Section 152 of theCompanies Act 2013 Ms. Nandini Khaitan (DIN: 06941351) retires by rotation and beingeligible offers herself for re-appointment is proposed to be re-appointed as Director ofthe Company from the date of this 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 Shri Rajendra KumarDabriwala (DIN: 00086658) as Managing Director effective from October 1 2018 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 Shri Jinesh Suryakant Vanzara(DIN: 00239574) Shri Kunchala Thirupal Reddy (DIN: 03330182) Shri Lakshmikant Tibrawalla(DIN: 00423521) Shri Colin William Benjamin (DIN: 07093277) and Shri Mahadeo PrasadJhunjhunwala (DIN: 00567070) are independent directors of the company. The terms andconditions of appointment of independent directors are as per Schedule IV of the Act. Theyhave submitted a declaration that each of them meets the criteria of independence asprovided under section 149(6) of the Act and there has been no change in the circumstanceswhich may affect their status as independent director during the year.
During the year under review Ms. Ayushi Gupta Company Secretary & ComplianceOfficer resigned from the Company with effect from May 1 2017 and Ms. Neha Khandelwalhas been appointed in her place as the Company Secretary & Compliance Officer witheffect from August 28 2017.
Shri Rajendra Kumar Dabriwala Managing Director Shri Ashok Kumar Gulgulia ChiefFinancial Officer and Ms. Neha Khandelwal Company Secretary & Compliance Officer arethe Key Managerial Personnel (KMP) of your Company in terms of Sections 2(51) and 203 ofthe Companies Act 2013.
12. 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 2018 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 2018 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.
13. NUMBER OF BOARD MEETINGS
The Board met 5 (Five) times during the Financial Year 2017-18. The details have beenprovided in the Corporate Governance Report in terms of Securities and Exchange Board ofIndia (Listing Obligations & Disclosure Requirements) Regulations 2015 which isannexed to this report.
14. 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 9 2018 to review the performance of the Non-IndependentDirectors and the Board as a whole. The details are given in the Corporate GovernanceReport.
15. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company has an optimum combination of executive non- executive and independentdirectors to maintain the independence of the Board. As on March 31 2018 the Boardconsists 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 this report.
16. 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.
17. AUDIT COMMITTEE
The details pertaining to composition of Audit Committee are included in the corporategovernance report which forms part of this report.
18. STATUTORY AUDITORS
M/s. G. P. Agrawal & Co. Chartered Accountants (Firm Registration No.302082E)were appointed as Statutory Auditors of the Company under Section 139 of the CompaniesAct 2013 read with provisions of the Companies (Audit and Auditors) Rules 2014 to holdoffice for a consecutive period of 5 (Five) years from the conclusion of the 44th AGMuntil the conclusion of the 49th AGM to be held in the year 2022 subject to ratificationby members at every Annual General Meeting.
The Ministry of Corporate Affairs has notified amendments in the provisions of Section139 of the Companies Act 2013 and Rules made thereunder with effect from May 7 2018.Pursuant to the said amendments the requirement for ratification of appointment ofStatutory Auditors by the Shareholders at every subsequent Annual General Meeting till theconclusion of their tenure has been done away with. Accordingly the matter is not takenup before members for consideration.
The Company has received a certificate from M/s. G. P. Agrawal & Co. CharteredAccountants confirming their eligibility to continue as Auditors of the Company in termsof the provisions of Section 141 of the Companies Act 2013 and the Rules framedthereunder. Further M/s. G. P. Agrawal & Co. have also confirmed that they hold avalid certificate issued by the Peer Review Board of the ICAI as required under theprovisions of Regulation 33 of Securities and Exchange Board of India (Listing Obligations& Disclosure Requirements) Regulations 2015.
19. 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 2018.
20. 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 2017-2018. The SecretarialAuditor's Report does not contain any reservations qualifications or adverse remarks andthe Secretarial Audit Report (in Form MR-3) forms part of this Report.
21. 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.
22. 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.
23. ANNUAL RETURN
An extract of the Annual Return for the year ended March 31 2018 pursuant to Sections92(3) & 134(3)(a) of the Companies Act 2013 is forming part of the report and isattached separately.
24. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5(1) of the companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given hereunder:
|Sl. No ||Name ||Designation ||Remuneration paid in the FY 2017-18 ||Remuneration paid in the FY 2016-17 ||% increase in remuneration from previous year ||Ratio of remuneration to Median remuneration of employee |
|1 ||Shri Rajendra Kumar Dabriwala ||Managing Director ||9500000 ||9593039 ||Nil ||26.14:1 |
|2 ||Shri Ashok Kumar Gulgulia ||Chief Financial Officer ||1482250 ||1358000 ||9.15 ||4.08:1 |
|3 ||Ms. Neha Khandelwal ||Company Secretary & Compliance Officer ||236687* ||NA ||NA ||0.65:1 |
* Appointed as the Company Secretary and Compliance Officer w.e.f August 282017. However details have been given from April 24 2017 as she has joined the Companyfrom this date.
Percentage increase in remuneration of each Managing Director Chief Financial Officer(CFO) Company Secretary & Compliance Officer in the financial year 2017-18 :
|Shri Rajendra Kumar Dabriwala ||(Managing Director) ||: Nil |
|Shri Ashok Kumar Gulgulia ||(Chief Financial Officer) ||: 9.15 |
|Ms. Neha Khandelwal (Company ||Secretary & Compliance Officer) ||: N.A |
Percentage increase in median remunerations of employees in the financial year 2017-18-8.25 %
Explanation of the relationship between average increase in remuneration & Companyperformance:
The average increase in remuneration is as per the policy of retention of talent.
Key parameters for any variable remuneration of directors:
Except for the Managing Director Shri Rajendra Kumar Dabriwala no directors have beenpaid any remuneration as only sitting fees are paid to them.
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.
25. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements laid down in Regulation 34 of SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015. A report on CorporateGovernance together with a Certificate from the Statutory Auditor of the Companyconfirming compliance with the conditions of Corporate Governance as stipulated under SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 is included as a partof this report.
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.
27. 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.
28. REPORTING OF FRAUDS BY AUDITORS
During the year under review neither the statutory auditors nor the secretarialauditor has reported to the audit committee under Section 143(12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which need to be mentioned in the Board's report.
29. SECRETARIAL STANDARDS
The Company complies with all applicable secretarial standards.
30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There were no contracts/ arrangements/ transactions with related parties whichcould be considered material in accordance with the policy of the Company or materialityof related party transactions all contracts / arrangements / transactions with relatedparty were on arm's length basis. Information on transactions with related partiespursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts)Rules 2014 are given in Form AOC-2 and the same forms part of this report.
31. POLICY ON RELATED PARTY TRANSACTION
Policy on dealing with Related Party Transaction is available on the Company'swebsite at - http://www.iclbelting.com/resources/reports/gnrl/Related%20Party%20Policy.pdf .
32. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
It is the responsibility of the Directors/ Senior Managerial Personnel of the Companyto intimate to the Independent Director about the Company's strategy operations productand service offerings markets finance quality etc. to make Independent Directorsfamiliarize with the strategy operations and functions of the Company.
The details of familiarization programme have been posted in the website of the Companyunder the link -http://www.iclbelting.com/resources/reports/gnrl/Familarisation%20Programme%20for%20Independent%20Director.pdf.
33. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
Information relating to energy conservation technology absorption foreignexchange earnings and outgo required under Section 134(3)(m) of the Companies Act 2013read with the Companies (Accounts) Rules 2014 are annexed to the Board's Report.
34. 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 are given in theCorporate Governance Report. The policy is available on the Company's
Website at -http://www.iclbelting.com/resources/reports/cgr/CorporateSocialResponsibilityPolicy.pdf .
35. VIGIL MECHANISM
In terms of Section 177(9) & (10) of the Companies Act 2013 a Vigil Mechanismhas been established for Directors and employees of the Company to report genuine concernsand the same has been displayed on the website of the company at -http://www.iclbelting.com/resources/reports/gnrl/Vigil%20Mechanism.pdf.
36. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITON & REDRESSAL) ACT 2013
There were no complaints received and/or disposed off during the year under review.
Directors express their sincere thanks and place on record their deep appreciation forthe 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 |
|Place : Kolkata ||Managing Director ||Director |
|Date : May 30 2018 ||DIN No. 00086658 ||DIN No. 00567070 |
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 fl uctuation e.g. replaced the higher rated motor with lower rating motor insacolowell 4.
3. Continuous upgradation in machineries to enhance productivity so that it willconsume less energy and power e.g. gradually replacing V Belts with Couplings in allpumps.
4. The Company is also endeavoring to maintain the optimum combination of energies andalways looking for the alternate sources.
5. Company is gradually replacing the conventional plant light with LED.
Consumption per unit of production for the year 2017-18 :
|Particulars ||(KWH) ||(Rs. in Lakhs) |
|Purchased Units from Electricity Board ||2278014 ||140.84 |
|Units generated (DG) ||10992 ||2.39 |
|Total ||2289006 ||143.23 |
|Rate per unit ||- ||6.26 |
|Consumption per meter of manufacture ||14.52 ||- |
The 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. The relevant details are asfollows -
|Sl. No. ||Product Name ||Unit of Capacity / production ||Installed Capacity KWH' ||Quantity produced KWH' ||Capacity utilised (%) ||Value of Production (Rs. in Lakhs) |
|1. ||Wind Mill at Chitradurga Dist. Karnataka ||KWH ||1400000 ||1014597 ||72.47% ||9.32 |
|2. ||Wind Mill at Panchpatta Dist. Maharashtra ||KWH ||1600000 ||868797 ||54.30% ||11.02 |
|3. ||Wind Mill at Kutch Dist. Gujarat ||KWH ||4700000 ||2432046 ||51.75% ||27.10 |
|4. ||Wind Mill at Kurnool Dist. Phase - I Telangana ||KWH ||1700000 ||1137211 ||66.90% ||45.40 |
|5. ||Wind Mill at Kurnool Dist. Phase - II Telangana ||KWH ||1700000 ||1190242 ||70.01% ||45.55 |
B. TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION
The Company continues to use the latest technologies for improving the productivityand quality of its services and products.
C. FOREIGN EXCHANGE EARNING AND OUTGO
(Rs. in Lakhs)
|Foreign exchange used and earned ||2017-18 ||2016-17 |
|a) Foreign Exchange Earnings ||1713.94 ||5380.47 |
|b) C.I.F. Value of Imports ||929.02 ||1223.42 |
|c) Expenditure/Claims etc. in foreign currency ||486.51 ||457.89 |
| ||For and on behalf of the Board of Directors || |
| ||R. K. Dabriwala ||M.P.Jhunjhunwala |
|Place : Kolkata ||Managing Director ||Director |
|Date : May 30 2018 ||DIN No. 00086658 ||DIN No. 00567070 |