The Directors take pleasure in presenting the Audited Accounts of the
Company for the year ended 31.03.2013 WORKING RESULTS (Amount in Rs.)
Profit before depreciation
and taxation 193''105''017 191''620''823
Less : Depreciation 48''290''580 47''166''217
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
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).
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).
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.
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
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
iv) the Directors have prepared the Annual Accounts on a going concern
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.
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
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.
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