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International Conveyors
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Directors Report Year End : Mar '14    « Mar 13
Dear members,
 
 The Directors take pleasure in presenting the Forty First Annual
 Report of the Company with Audited Accounts for the year ended March
 31, 2014.
 
 FINANCIAL RESULTS                            (Amount in Rs. )
 
 Particulars                   31.03.2014         31.03.2013
 
 Profit before depreciation
 and taxation                 186,427,534         193,105,017
 
 Less: Depreciation            60,031,859          48,290,580
 
                              126,395,675         144,814,437
 
 Less : Provisions for 
 Taxation                      42,675,380          42,493,450
 
 Profit after taxes            83,720,295         102,320,987
 
 Add : Profit brought from
 last year                     38,561,148          55,983,068
 
 Profit available for 
 appropriation                122,281,443         158,304,055
 
 Balance appropriated 
 as under :
 
 Transfer to General Reserve   60,000,000         100,000,000
 
 Proposed Dividend             16,875,000          16,875,000
 
 Tax on Dividend                2,867,907           2,867,907
 
 
 Balance Carried to Balance 
 Sheet                         42,538,536          38,561,148
 
 
                              122,281,443         158,304,055
 
 DIVIDEND
 
 Your Directors are pleased to recommend dividend of Rs. 0.25 per share
 on Equity Share of Rs. 1/- each or 25 % on paid up capital (Previous
 year Rs. 0.25 per share on Equity Share of Rs. 1/- each), the
 consequent outflow will be Rs. 197.43 lacs including dividend tax
 (Previous year Rs. 197.43 lacs including dividend tax).
 
 RESULT OF OPERATIONS
 
 Your Company''s operation during the year was satisfactory. The turnover
 of the Company including the excise duty for the year amounted to Rs.
 13,860 lacs (Previous year Rs. 12,016 lacs).
 
 SUBSIDIARY
 
 In view of growing business needs and to explore opportunities for its
 products in the Australian, Chinese and Russian market your Company has
 acquired on 25th April, 2013, 100% equity shares of a newly
 incorporated entity under the laws of the Republic of the Singapore,
 Conveyor Holdings Pte. Limited (CHPL).
 
 CHPL owns 100% shareholding of International Conveyors Australia Pty.
 Limited (ICAL), another newly incorporated entity under the laws of
 Australia.
 
 Subsequently to the acquisition, CHPL and ICAPL have become a wholly
 owned subsidiary of the Company.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 The Consolidated Financial Statements of subsidiaries and
 joint-ventures have been prepared in accordance with Accounting
 Standard 21 of The Institute of Chartered Accountants of India which
 forms part of the Annual Report and are reflected in the Consolidated
 Accounts of the Company. The consolidated financial results include the
 operations of its wholly owned Subsidiary Companies viz. M/s
 International Belting Limited, M/s Conveyor Holdings Pte. Limited and
 International Conveyors Australia Pty. Limited.
 
 In terms of section 212 of the Companies Act, 1956, your Company is
 required to attach the Directors Report, Balance Sheet, Statement of
 Profit and Loss of its subsidiary Companies to its Annual Report.
 However, the Ministry of Corporate Affairs (MCA), Government of India,
 New Delhi vide its Circular No.2/2011, dated: 08-02-2011 has granted a
 general exemption to all the Companies for not attaching the above
 documents of subsidiaries with the Annual Report of the Holding
 Company, subject to compliance of the conditions specified therein. As
 required under the said general circular, the Board of Directors of
 your Company at its Meeting held on May 30, 2014 gave its specific
 consent for not attaching the Balance Sheet of its subsidiary, as they
 would be made available to its members at the Company''s website.
 
 In terms of the said notification of the MCA, a summary of the
 financial information of the subsidiary of your Company is provided in
 the Accounts portion of this Annual Report. Any member intends to have
 a certified copy of the Balance Sheet and other financial statements of
 the subsidiary may write to the Company Secretary. Accordingly, this
 Annual Report does not contain the reports and other statements of the
 subsidiary Company. These documents will also be available for
 inspection during the business hours at the Registered Office of the
 Company and also at the Registered Office of the subsidiary Company.
 
 LISTING
 
 The Securities of your Company are listed with the BSE Ltd. and the
 Calcutta Stock Exchange Limited, and pursuant to Clause 38 of the
 Listing Agreement, the Annual Listing Fees for the year 2014-2015 have
 been paid to them well before the due date i.e. April 30, 2014. The
 Company has also paid the annual custodian fees to NSDL and CDSL for
 the Securities of the Company held in dematerialized mode with them for
 the year 2014-2015.
 
 INSIDER TRADING REGULATIONS
 
 Based on the requirements of SEBI (Prohibition of Insider Trading)
 Regulations, 1992, as amended from time to time, the Code of Conduct
 for the Prevention of Insider Trading and the Code of Conduct for
 Directors and Senior Management Personnel continue to be in operation
 in your Company.
 
 DIRECTORS
 
 Mr. Anver Hussain (DIN: 00568329), Non Executive Independent Director
 of the Company (since 31st January, 2001), resigned from the Board of
 Directors of the Company with effect from 14th February, 2014. The
 Board places on record its appreciation of the contributions made by
 him during his tenure on the Company''s Board as Directors of the
 Company.
 
 Pursuant to the provisions of Section 161(1) of the Companies Act, 2013
 and the Articles of Association of the Company, Mr. Sunit Mehra (DIN:
 00359482) was appointed as an Additional Director w.e.f. January 17,
 2014 and he shall hold office up to the date of the ensuing Annual
 General Meeting. The Company has received requisite notice in writing
 from a member proposing Mr. Sunit Mehra for appointment as a Director
 of the Company.
 
 In terms of the Articles of Association of the Company, Mr. Mahadeo
 Prasad Jhunjhunwala (DIN: 00567070) and Mr.  Lakshmikant Tibrawalla
 (DIN: 00423521), Directors are liable to retire by rotation at the
 ensuing Annual General Meeting and are eligible for re-appointment. In
 terms of Sections 149, 150, 152 and all other applicable provisions, if
 any, of the Companies Act, 2013, Mr. Mahadeo Prasad Jhunjhunwala (DIN:
 00567070) and Mr. Lakshmikant Tibrawalla (DIN: 00423521) being eligible
 and offering themselves for re-appointment, are proposed to be
 re-appointed as Independent Directors of the Company for a term of five
 consecutive years from the date of this AGM. They shall not,
 henceforth, be liable to determination by retirement of Directors by
 rotation.
 
 Pursuant to the provision of Section 196 of the Companies Act, 2013 and
 subject to the approval of the members in the General Meeting, the
 Board of Directors re-appointed Mr. Rajendra Kumar Dabriwala (DIN:
 00086658) as Managing Director effective from October 1, 2014 for a
 period of 1 year as per the terms specified in the draft agreement to
 be placed before the ensuing AGM.
 
 As per provisions of Sections 149, 150, 152 and all other applicable
 provisions, if any, of the Companies Act, 2013 and the rules made there
 under read with Schedule IV to the Companies Act, 2013 and Clause 49 of
 the Listing Agreement, Mr. Jinesh Suryakant Vanzara (DIN: 00239574) and
 Mr. Kunchala Thirupal Reddy (DIN: 03330182), who were appointed as
 Directors on the Board of International Conveyors Limited w.e.f. April
 28, 2008 and February 14, 2012 respectively and are continuing as
 Independent Directors and who meet the criteria of Independence as
 provided under Section 149(6) of the Companies Act, 2013, are proposed
 to be formally appointed as Independent Directors on the Board of the
 Company not liable to retire by rotation and shall hold office for a
 term of 5 consecutive years from the date of this AGM.
 
 None of the Directors of the Company is disqualified under Section
 274(1)(g) of the Companies Act, 1956. As required by law, this position
 is also reflected in the Auditors'' Report.
 
 In accordance with provisions of Section 149 of the Companies Act, 2013
 and the Listing Agreement with the Stock Exchanges, Mr. Mahadeo Prasad
 Jhunjhunwala, Mr. Lakshmikant Tibrawalla, Mr. Jinesh Suryakant Vanzara
 and Mr. Kunchala Thirupal Reddy have given a declaration to the Company
 that they meet the criteria of Independence as mentioned in Section
 149(6) of the Companies Act, 2013 read with Clause 49 (1) (A) (iii) of
 the Listing Agreement.
 
 COMMITTEES OF THE BOARD
 
 During the year, in accordance with the Companies Act, 2013, the Board
 re-constituted some of its Committees and also formed a Corporate
 Social Responsibility Committee. There are currently four Committees of
 the Board, as follows:
 
 * Audit Committee
 
 * Nomination and Remuneration Committee
 
 * Stakeholder Relationship Committee
 
 * Corporate Social Responsibility Committee
 
 Details of all the Committees along with their charters, composition
 and meetings held during the year, is provided in the Report on
 Corporate Governance, a part of this Annual Report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the Provisions of Section 217(2AA) of the Companies Act,
 1956, with respect to Directors'' Responsibility Statement, it is hereby
 confirmed that:
 
 i) in the preparation of the annual accounts for the year ended March
 31, 2014, the applicable accounting standards read with the
 requirements set out under Schedule VI to the Companies Act, 1956, have
 been followed and there are no material departures from the same;
 
 ii) the Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company as at March 31, 2014 and of the Profit of the Company
 for the year ended on that date;
 
 iii) the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities; and
 
 iv) the Directors have prepared the annual accounts of the Company on a
 ''going concern'' basis.
 
 AUDITORS
 
 M/s. Lodha & Co., Chartered Accountants, Statutory Auditors of the
 Company holds office until the conclusion of the ensuing Annual General
 Meeting and are eligible for re-appointment. Pursuant to the provisions
 of section 139 of the Companies Act, 2013 and the Rules framed
 thereunder, it is proposed to appoint M/s. Lodha and Co., Chartered
 Accountants as Statutory Auditors of the Company from the conclusion of
 the forthcoming AGM till the conclusion of the forty-fourth AGM to be
 held in the year 2017, subject to ratification of their appointment at
 every AGM.
 
 The Company has received letters from them to the effect that their
 re-appointment, if made, would be within the prescribed limits under
 Section 141(3)(g) of the Companies Act, 2013 and that they are not
 disqualified for re- appointment. They have furnished to the Company a
 Certificate regarding eligibility for their re-appointment.
 
 COST AUDITORS
 
 The Company had appointed M/s. M. R. Pandit & Co., Cost Accountants as
 the Cost Auditor of the Company for the financial year 2013-14 to
 conduct the Audit of the cost records of the Company.
 
 As per Section 148 read with the Companies (Audit & Auditors) Rules,
 2014 and other applicable provisions, if any, of the Companies Act,
 2013 the Board of Directors of the Company has appointed M/s. M.R.
 Pandit & Co.,Cost Accountants as the Cost Auditor of the Company for
 the financial year 2014-15 on the recommendations made by the Audit
 Committee.  The remuneration proposed to be paid to the Cost Auditors,
 subject to the ratification by the members at the ensuing Annual
 General Meeting, would be Rs. 1,50,000 (Rupees One Lack Fifty Thousand
 only).
 
 The Cost Audit Report for the financial year 2012-13 was filed within
 due date. The due date for submission of the Cost Audit Report for the
 year 2013-14 is within 180 days from 31st March, 2014.
 
 PARTICULARS OF EMPLOYEES
 
 The information required under Section 217(2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975,
 is set out in the Annexure to the Directors Report. Having regard to
 the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the
 report and accounts are being sent to the shareholders excluding the
 aforesaid annexure. Any shareholder interested in obtaining copy of the
 same may write to the Company Secretary.
 
 CORPORATE GOVERNANCE
 
 Pursuant to Clause 49 of the Listing Agreement executed with the Stock
 Exchanges, a Management Discussion and Analysis Report, Corporate
 Governance Report, Managing Director''s and Auditor''s Certificate
 regarding compliance of conditions of Corporate Governance is made a
 part of the Annual Report.
 
 The requisite certificate from the Auditors of the Company confirming
 compliance with the conditions of Corporate Governance as stipulated
 under the aforesaid clause 49, is attached to the Report on Corporate
 Governance.
 
 CORPORATE SOCIAL RESPONSIBILITY (CSR)
 
 Inclusive growth and sustainable development are strong pillars of your
 Company''s responsible corporate citizenship and are a part of the core
 values and driving force for many of its initiatives. The Company
 believes that responsible investments in this regard will generate long
 term value for all the stakeholders.
 
 The Companies Act, 2013 has prescribed provisions with regard to
 Corporate Social Responsibility. We, at International Conveyors
 Limited, have mapped our status with the requirements of the Act and
 are working towards full-fledged compliance with the law. Pursuant to
 the provision of Section 135 of the Companies Act, 2013, your Directors
 have constituted the Corporate Social Responsibility Committee
 comprising Mr. Mahadeo Prasad Jhunjhunwala as the Chairman and Mr.
 Jinesh Suryakant Vanzara and Mr. Rajendra Kumar Dabriwala as other
 members.
 
 The said Committee has been entrusted with the responsibility of
 formulating and recommending to the Board, a Corporate Social
 Responsibility Policy (CSR Policy) indicating the activities to be
 undertaken by the Company, monitoring the implementation of the
 framework of the CSR Policy and recommending the amount to be spent on
 CSR activities.
 
 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The particulars relating to energy conservation, technology absorption,
 foreign exchange earnings and outgo, as required to be disclosed under
 Section 217(1)(e) of the Companies Act, 1956 read with the Companies
 (Disclosure of Particulars in the Report of Board of Directors) Rules,
 1988, are provided in Annexure, which is attached to and form part of
 this report.
 
 TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
 
 Pursuant to the provisions of Sections 205A (5) and 205C of the
 Companies Act, 1956, relevant amounts which remained unpaid or
 unclaimed for a period of seven years have been transferred by the
 Company, from time to time on due dates, to the Investor Education and
 Protection Fund.
 
 Pursuant to the provisions of Investor Education and Protection Fund
 (Uploading of information regarding unpaid and unclaimed amounts lying
 with companies) Rules, 2012, the Company has uploaded the details of
 unpaid and unclaimed amounts lying with the Company as on September 4,
 2013 (date of last Annual General Meeting) on the Ministry of Corporate
 Affairs'' website.
 
 ACKNOWLEDGEMENTS
 
 Your Directors would like to express their deep and sincere
 appreciation for the continued co-operation and support extended to the
 Company by the Government authorities, Company''s Bankers, Vendors,
 Customers and Shareholders during the year under review. Your Directors
 also wish to place on record their deep sense of appreciation to all
 employees for the diligence and contribution to the growth of the
 Company.
 
                             For and on behalf of the Board of Directors
 
                           R. K. Dabriwala            M. P. Jhunjhunwala
 May 30, 2014              Managing Director                Director
Source : Dion Global Solutions Limited
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