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International Conveyors Directors Report, Intl Conveyor Reports by Directors
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International Conveyors
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Directors Report Year End : Mar '13    Mar 12
Dear Shareholders''
 
 The Directors take pleasure in presenting the Audited Accounts of the
 Company for the year ended 31.03.2013 WORKING RESULTS (Amount in Rs.)
  
                                         31.03.2013     31.03.2012
 
 Profit before depreciation 
 and taxation                           193''105''017    191''620''823
 
 Less : Depreciation                     48''290''580     47''166''217
 
                                        144''814''437    144''454''606
 
 Less : Provisions for Taxation          42''493''450     41''710''029
 
 Profit after taxes                     102''320''987    102''744''577
 
 Add : Profit brought from last year     55''983''068     22''851''038
 
 Profit available for appropriation     158''304''055    125''595''615 
 
 Balance appropriated as under :
 
 Transfer to General Reserve            100''000''000     50''000''000
 
 Proposed Dividend                       16''875''000     16''875''000
 
 Tax on Dividend                          2''867''907      2''737''547
 
 Balance Carried to Balance Sheet        38''561''148     55''983''068
 
                                        158''304''055    125''595''615
 
 
 
 
 
 
 
 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. 196.13
 lacs including dividend tax).
 
 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.
 12''015.80 lacs (Previous year Rs. 10''113.47 lacs).
 
 SUBSIDIARY
 
 In view of growing business needs your Company has taken over from M/s
 International Belting Limited (IBL) its wholly owned subsidiary'' all
 assets and liabilities of its PVC Belting industrial undertaking''
 situated at Falta SEZ'' Sector  II'' Near Pump House No. 3'' P.O. Bishra''
 South 24 Parganas'' Pin No. 743 504'' West Bengal'' on a going concern
 basis by entering into Business Transfer Agreement with International
 Belting Limited on April 19'' 2013.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 The Consolidated Financial Statements of subsidiaries and
 joint-ventures have been prepared in accordance with Accounting
 Standards 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 viz. M/s International Belting 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'' 2013 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.
 
 FUTURE PROSPECTS
 
 Your Directors are of the opinion that there is a strong growth uptrend
 expected in the global coal mining industry over the next few years and
 this creates a strong platform for ICL to grow continually over the
 next decade. Since the Company has taken over the assets and
 liabilities of M/s International Belting Limited'' a wholly owned
 subsidiary of ICL and the total production capacity of ICL have
 increased'' the Company is aiming expansion in the Australian and
 Chinese markets.
 
 DIRECTORS
 
 Shri Mahadeo Prasad Jhunjhunwala and Shri Anver Hussain'' Directors of
 the Company are liable to retire by rotation and being eligible offer
 themselves for reappointment.
 
 Consent of members is sought at the ensuing Annual General Meeting for
 reappointment of Shri Rajendra Kumar Dabriwala as Managing Director of
 the Company for a period of one year w.e.f. 01.10.2013.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to the Provisions of Section 217(2AA) of the Companies Act''
 1956'' the Directors give hereunder the Directors Responsibility
 Statement relating to the Accounts of the Company :
 
 i) all the applicable Accounting Standards have been followed in the
 preparation of the accompanying Accounts;
 
 ii) the Directors have selected such Accounting Policies 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 at the end of
 the financial year on March 31'' 2013 and of the Profit of the Company
 for the said period;
 
 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 on a going concern
 basis.
 
 AUDITORS
 
 Messrs. Lodha & Co.'' Chartered Accountants'' Auditors of the Company
 retire at the conclusion of the Fortieth Annual General Meeting and
 offer themselves for re-appointment. They have furnished to the Company
 a Certificate regarding eligibility for their re-appointment.
 
 PARTICULARS OF EMPLOYEES
 
 The Company has not paid aggregate remuneration of Rs. 6''000''000/- or
 more per annum and has not employed any person for a part of the year
 with a remuneration of Rs. 500''000/- or more per month as per Section
 217(2A) of the Companies Act'' 1956.
 
 CORPORATE GOVERNANCE
 
 Pursuant to Clause 49 of the Listing Agreement executed with the Stock
 Exchanges'' a Management Discussion and Analysis'' 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.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 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 proposed Companies Bill'' 2012
 has certain provisions to encourage corporates to undertake CSR
 activities. Your Company is conscious of its duties towards our
 community and our planet and the coming years shall witness your
 Company in several CSR areas.
 
 PARTICULARS OF ENERGY CONSERVATION'' TECHNOLOGY ABSORPTION'' FOREIGN
 EXCHANGE EARNINGS AND OUTGO
 
 Disclosure of particulars of energy conservation measures'' technology''
 absorption efforts'' foreign exchange earnings and outgo 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 given in an Annexure'' which is attached to and form part of
 the Directors'' Report.
 
 ACKNOWLEDGEMENTS
 
 Your Directors 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 express
 and convey their warm appreciation to all employees for the diligence
 and contribution to the growth of the Company.
 
                                  For and on behalf of the
                                  Board of Directors
        
 Registered Office :
 
 10'' Middleton Row''
 
 Kolkata  700 071                R. K. Dabriwala M. P. Jhunjhunwala
 
 May 30'' 2013                       Managing 
                                    Director         Director
Source : Dion Global Solutions Limited
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