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 2019.
1. FINANCIAL RESULTS
(Rs in Lakhs)
|Particulars ||31.03.2019 ||31.03.2018 |
|Revenue from operations ||7777.50 ||5143.39 |
|Other Income ||936.63 ||739.83 |
|Total ||8714.13 ||5883.22 |
|Profit/ Loss before Exceptional items and Taxation ||(390.29) ||(207.70) |
|Exceptional items- Income / (Loss) ||- ||- |
|Profit/ Loss before Taxation ||(390.29) ||(207.70) |
|Provision for Taxation ||159.99 ||158.02 |
|Net Profit ||(550.28) ||(365.72) |
|Other Comprehensive Income/ (Loss) (net of tax) ||(28.70) ||3641.31 |
|Total Comprehensive Income ||(578.98) ||3275.59 |
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 ofthe Company which have occurred between the end of the financial year and the date of thisReport.
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 2019 the consequent outflow will be Rs 40.69 Lakhs(Approx) including dividend tax (Previous year Rs 40.69 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 2019 stood at Rs675 Lakhs. During the year under review the Company has not issued any further shares.
7. RESULT OF OPERATIONS
The turnover of the Company for the year amounted to Rs 7665 lakhs (Previous yearRs 4448 lakhs). However your Directors are expecting to achieve better results in comingyears.
8. SUBSIDIARIES & ASSOCIATE COMPANIES
The Company has 3 (Three) wholly owned subsidiaries and 1 (One) step-downsubsidiary and 1 (One) Associate Company as on March 31 2019 the names of which arementioned herein below:
1. International Belting Limited
2. Conveyor Holdings Pte. Ltd.
3. International Conveyors America Ltd.
4. International Conveyors Australia Pty Ltd. (Step down subsidiary of ConveyorHoldings Pte. Ltd.)
5. Pure Coke Limited ( Associate of International Belting Limited)
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 2019 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
Pursuant to the provision of Section 196 of the Companies Act 2013 and subject tothe approval of the members in the Annual 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 2019 for a periodof 1 year as per the terms specified in the draft agreement to be placed before theensuing AGM.
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 Section 2(51) and Section203 of the Companies Act 2013.
Shri Jinesh Suryakant Vanzara (DIN: 00239574) Shri Kunchala Thirupal Reddy (DIN:03330182) Shri Lakshmikant Tibrawalla (DIN: 00423521) and Shri Mahadeo PrasadJhunjhunwala (DIN: 00567070) Non-Executive Independent Directors will be completing theirfirst term of five years of independent directorship at the end of the ensuing AnnualGeneral Meeting and Shri Colin William Benjamin (DIN: 07093277) will be completing hisfirst term of five years of independent directorship on February 11 2020. Pursuant to theprovisions of Section 149 of the Act and based on the recommendation of Nomination andRemuneration Committee it is proposed to reappoint them as Non Executive IndependentDirectors for a second term of five (5) consecutive years from the conclusion of theforthcoming Annual General Meeting (AGM) upto the conclusion of 51st AGM of the Companysubject to approval of Members of the Company at the ensuing Annual General Meeting. Theterms and conditions of appointment of independent directors are as per Schedule IV of theAct.
The Company has received declarations from the Independent Directors under section149(7) of the Companies Act 2013 confirming that each of them meets the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013 Actand that there has been no change in the circumstances which may affect their status asindependent director during the year.
In terms of the Articles of Association of the Company read with Section 152 of theCompanies Act 2013 Mr. Sunit Om Prakash Mehra (DIN: 00359482) retires by rotation andbeing eligible offers himself for re-appointment is proposed to be re-appointed asDirector of the Company from the date of this AGM.
12. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors tothe best of their knowledge and ability confirm that:
i) In the preparation of the annual accounts for the year ended March 31 2019 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 2019 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 4 (Four) times during the Financial Year 2018-19. 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 DisclosureRequirements) Regulations 2015 and Schedule IV of the Companies Act 2013 a meeting ofIndependent Directors was held on February 1 2019 to review the performance of theNon-Independent Directors and the Board as a whole. The details are given in the CorporateGovernance Report.
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 2019 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 thecorporate governance 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 notifiedamendments in the provisions of Section 139 of the Companies Act 2013 and Rules madethereunder with effect from May 7 2018. Pursuant to the said amendments the requirementfor ratification of appointment of Statutory Auditors by the Shareholders at everysubsequent Annual General Meeting till the conclusion of their tenure has been done awaywith. Accordingly the matter is not taken up 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 2019.
20. SECRETARIAL AUDITORS' REPORT
The Board of Directors had appointed M/s. Rajesh Kumar Shaw & Co. CompanySecretaries to conduct secretarial audit of the Company for the financial year 2018-2019.The Secretarial Auditor's Report does not contain any reservations qualifications oradverse remarks and the 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 theAudit Committee and approved by the Board of Directors of the Company. The objective ofrisk management is to have a dynamic and an optimum balance between risk and return andensure regulatory compliance and conformity with the Board approved policies it startswith the identification and evaluation process which is followed by optimal use ofresources to monitor 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 2019 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 in 2018-19 ||Remuneration paid in the FY 2017-18 ||% increase in remuneration from previous year ||Ratio of remuneration to Median remuneration of employee |
|1 ||Shri Rajendra Kumar Dabriwala ||Managing Director ||9500000 ||9500000 ||Nil ||25.02:1 |
|2 ||Shri Ashok Kumar Gulgulia ||Chief Financial Officer ||1599200 ||1482250 ||7.89 ||4.21:1 |
|3 ||Ms. Neha Khandelwal ||Company Secretary & Compliance Officer ||288840 ||236687 ||22.03 ||0.76:1 |
Percentage increase in remuneration of each Managing Director Chief Financial Officer(CFO) Company Secretary & Compliance Officer in the financial year 2018-19:
|Shri Rajendra Kumar Dabriwala ||(Managing Director) ||Nil |
|Shri Ashok Kumar Gulgulia ||(Chief Financial Officer) ||7.89 |
|Ms. Neha Khandelwal ||(Company Secretary & Compliance Officer) ||22.03 |
Percentage increase in median remunerations of employees in the financial year2018-19 - 4.46 %
Explanation of the relationship between average increase in remuneration & Companyperformance: The average increase in remuneration is as per the policy of retention oftalent.
Key parameters for any variable remuneration of directors:
Except for the Managing Director Shri Rajendra Kumar Dabriwala no directors havebeen paid any remuneration as only sitting fees are paid to them.
Affirmation that remuneration is as per the remuneration policy of the Company: TheCompany 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 governanceand adhere 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 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 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 .
The Company has incurred net loss of Rs 550.28 Lakhs during the financial year endedMarch 31 2019. However there was no fund allocation under CSR for the financial year2018-19 as the Company had incurred losses as per computation of profits under Section 198of the Companies Act 2013 for the purpose of eligible expenditure under Corporate SocialResponsibility.
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 (PREVENTION PROHIBITON& REDRESSAL) ACT 2013
There were no complaints received and/or disposed off during the year under review.
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 |
|Place : Kolkata ||Managing Director ||Director |
|Date : May 30 2019 ||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 fluctuation e.g. replaced the 10 HP water pump motor by 7.50 HP replaced GE-04 20HP Motor by 15 HP.
3. Continuous upgradation in machineries to enhance productivity so that it willconsume less energy and power e.g. 3 Nos of Air Compressor make to auto start and stopinstead of continuous run thus reducing run time by half.
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 2018-19 :
|Particulars ||(KWH) ||(Rs in Lakhs) |
|Purchased Units from Electricity Board ||3691310 ||274.10 |
|Units generated (DG) ||23400 ||5.66 |
|Total ||3714710 ||279.76 |
|Rate per unit ||- ||7.53 |
|Consumption per meter of manufacture ||13.12 ||- |
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 ||Quantity produced ||Capacity utilised ||Value of Production |
| || || ||KWH' ||KWH' ||(%) ||(Rs in Lakhs) |
|1. ||Wind Mill at Chitradurga Dist. Karnataka ||KWH ||1400000 ||519399 ||37.10% ||13.02 |
|2. ||Wind Mill at Panchpatta Dist. Maharashtra ||KWH ||1600000 ||1482274 ||92.64% ||17.48 |
|3. ||Wind Mill at Kutch Dist. Gujarat ||KWH ||4700000 ||2614883 ||55.64% ||32.16 |
|4. ||Wind Mill at Kurnool Dist. Phase - I Telangana ||KWH ||1700000 ||1520598 ||89.45% ||32.58 |
|5. ||Wind Mill at Kurnool Dist. Phase - II Telangana ||KWH ||1700000 ||1564290 ||92.02% ||22.35 |
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 ||2018-19 ||2017-18 |
|a) ||Foreign Exchange Earnings ||3288.03 ||1713.94 |
|b) ||C.I.F. Value of Imports ||1656.57 ||929.02 |
|c) ||Expenditure/Claims etc. in foreign currency ||585.28 ||486.51 |
| ||For and on behalf of the Board of Directors |
| ||R. K. Dabriwala ||M.P.Jhunjhunwala |
|Place : Kolkata ||Managing Director ||Director |
|Date : May 30 2019 ||DIN No. 00086658 ||DIN No. 00567070 |