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International Conveyors

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Directors Report Year End : Mar '15    « Mar 14
Dear Member''s
 
 The Directors take pleasure in presenting the Forty Second Annual
 Report of the Company with Audited Accounts for the year ended March
 31, 2015.
 
 1.  FINANCIAL RESULTS                                  (Amount in Rs.)
 
 Particulars                                  31.03.2015     31.03.2014
 
 Profit before depreciation and taxation     109,990,148    186,427,534
 
 Less : Depreciation                          48,004,907     60,031,859
 
 Profit before taxes                          61,985,241    126,395,675
 
 Less : Provisions for Taxation               19,225,495     42,675,380
 
 Profit after taxes                           42,759,746     83,720,295
 
 Add : Profit brought from last year          42,538,536     38,561,148
 
 Profit available for appropriation           85,298,282    122,281,443 
 
 Balance appropriated as under :
 
 Transfer to General Reserve                  50,000,000     60,000,000
 
 Proposed Dividend                            16,875,000     16,875,000
 
 Tax on Dividend                               3,435,353      2,867,907
 
 Balance Carried to Balance Sheet             14,987,929     42,538,536
 
 2.  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 ofRs.1/- each), the consequent
 outflow will be Rs.203.10 lacs including dividend tax (Previous year
 Rs.197.43 lacs including dividend tax).
 
 3.  TRANSFER TO RESERVES
 
 The Company proposes to transfer Rs.500.00 lacs to the general reserve
 out of the amount available for appropriation and an amount of
 Rs.852.98 lacs are proposed to be retained in the profit and loss
 account.
 
 4.  RESULT OF OPERATIONS
 
 Your Company''s operation during the year was satisfactory, given the
 tough business environment. The turnover of the Company including the
 excise duty for the year amounted to Rs.10,044 lacs (Previous
 yearRs.13,860 lacs).
 
 5.  SUBSIDIARY
 
 The Company has 4 subsidiaries as on March 31, 2015. There are no
 associate companies within the meaning of Section 2(6) of the Companies
 Act, 2013(''''Act''''). There has been no material change in the nature of
 the business of the subsidiaries.
 
 The Company has a policy on determining the material subsidiaries and
 the same has been displayed on the Company''s Website at
 http://www.iclbelting.com/resources/reports/gnrl/Material%20
 Subsidiaries.pdf.
 
 In view of growing business needs and to explore opportunities to
 promote, sell and secure orders from existing and prospective customers
 in the United States and Canada, the Company has acquired 100% shares
 of International Conveyors America Limited, INC (ICAL) on November 1,
 2014, a newly incorporated entity under the laws of the state of
 Delaware.
 
 During the year, the Board of Directors (''the Board'') reviewed the
 affairs of the subsidiaries. In accordance with Section 129(3) of the
 Companies Act, 2013, a statement containing salient features of the
 financial statements of the Company''s subsidiaries in Form AOC-1 is
 attached to the financial statements of the Company.
 
 6.  DIRECTORS & KMP
 
 Pursuant to the provisions of Section 161(1) of the Companies Act, 2013
 read with the Articles of Association of the Company Mr. Colin William
 Benjamin (DIN: 07093277) was appointed as an Additional Director w.e.f.
 February 12, 2015 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. Colin William Benjamin
 for appointment as a Director of the Company.
 
 In terms of the Articles of Association of the Company read with
 Section 150, 152 of the Companies Act, 2013, Mr. Sunit Om Prakash Mehra
 (DIN: 00359482) retires by rotation and being eligible, offers himself
 for re-appointment, is proposed to be re- appointed as Director of the
 Company from the date of this AGM.
 
 Pursuant to the provision of Sec 196 of the Companies Act, 2013 and
 subject to the approval of the members in the General Meeting, the
 Board of Directors, on the recommendation of Nomination and
 Remuneration Committee, re-appointed Mr.  Rajendra Kumar Dabriwala
 (DIN: 00086658) as Managing Director effective from October 1, 2015 for
 a period of 1 year as per the terms specified in the draft agreement to
 be placed before the ensuing AGM.
 
 Pursuant to the provisions of sections 149,152 and all other applicable
 provisions, if any, of the Companies Act, 2013 Ms.  Nandini Khaitan
 (DIN: 06941351) was appointed as a Director of the Company w.e.f
 September 26, 2014.
 
 During the year under review, Mr. Ashok Kumar Gulgulia was appointed as
 the Chief Financial Officer of the Company with effect from August 8,
 2014 under Section 203 of the Companies Act, 2013.
 
 Pursuant to the provisions of Section 149 of the Act, which came into
 effect from April 1, 2014 , Mr. Jinesh Suryakant Vanzara (DIN:
 00239574), Mr. Kunchala T irupal Reddy (DIN: 03330182), Mr. Lakshmikant
 Tibrawalla (DIN: 00423521) and Mr. Mahadeo Prasad Jhunjhunwala (DIN:
 00567070) were appointed as independent directors at the annual general
 meeting of the company held on September 26, 2014. The terms and
 conditions of appointment of independent are as per Schedule IV of the
 Act. They have submitted a declaration that each of them meets the
 criteria of independence as provided in section 149(6) of the Act and
 there has been no change in the circumstances which may affect their
 status as independent director during the year.
 
 7.  DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 134(5) of the Companies Act, 2013, the board of
 directors, to the best of their knowledge and ability, confirm that:
 
 i) In the preparation of the annual accounts for the year ended March
 31, 2015, the applicable accounting standards had been followed along
 with proper explanation relating to material departures;
 
 ii) The Directors had 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, 2015 and of the Profit of the Company
 for that period;
 
 iii) The Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the 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
 ''going concern'' basis.
 
 v) The Directors had laid down internal financial controls to be
 followed by the Company and that such internal financial control is
 adequate and operating effectively.
 
 vi) The directors had devised proper system to ensure compliance with
 the provisions of all applicable laws and that such systems were
 adequate and operating effectively.
 
 8.  NUMBER OF BOARD MEETINGS
 
 Five meetings of the board were held during the year, for details of
 the meetings please refer to the corporate governance report, which
 forms part of this report.
 
 9.  BOARD EVALUATION
 
 In compliance with the provisions of the Companies Act, 2013 and clause
 49 of the Listing Agreement, the evaluation of all the directors and
 the Board as a whole was conducted based on the criteria and framework
 adopted by the Board. The Board approved the evaluation results as
 collated by the nomination and remuneration committee.
 
 Performance evaluation of the Board was carried out during the period
 under review. The details are given in the Corporate Governance Report.
 
 10.  POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
 
 The current policy is to have an appropriate mix of executive and
 independent directors to maintain the independence of the Board, and
 separate its functions of governance and management. As on March 31,
 2015, the Board consists of 8 members, one of whom is executive and
 rest are independent directors. The Board periodically evaluates the
 need for change in its composition and size.
 
 The Company''s policy on directors'' appointment and remuneration and
 other matters provided in Section 178(3) of the Act has been disclosed
 in the corporate governance report, which forms part of the directors''
 report.
 
 11.  INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
 
 The Board has adopted the policies and procedures for ensuring the
 orderly and efficient conduct of its business, including adherence to
 the Company''s policies, the safeguarding of its assets, the prevention
 and detection of frauds and errors, the accuracy and completeness of
 the accounting records, and the timely preparation of reliable
 financial disclosures. The details in respect of internal financial
 control and their adequacy are included in the Management Discussion &
 Analysis, which forms part of this report.
 
 12.  AUDIT COMMITTEE
 
 The details pertaining to composition of audit committee are included
 in the Corporate Governance Report, which forms part of this report.
 
 13.  STATUTORY 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 there
 under, 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.
 
 14.  AUDITORS'' REPORT
 
 The auditors'' report does not contain any reservations, qualifications
 or adverse remarks. The Auditors'' report is attached to the Balance
 Sheet as at 31st March 2015.
 
 15.  SECRETARIAL AUDITORS'' REPORT
 
 Pursuant to the provisions of Section 204 of the Act and the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
 Board of Directors has appointed M/s. V. Gulgulia & Co., Company
 Secretaries for conducting secretarial audit of the Company for the
 financial year 2014-2015. The Secretarial auditors'' report does not
 contain any reservations, qualifications or adverse remarks and the
 Secretarial Audit Report (in form MR-3) forms part of the Board''s
 Report.
 
 16.  RISK MANAGEMENT
 
 The Risk Management framework of the Company ensures, among others,
 compliance with the requirements of the Listing Agreement. The
 framework establishes risk management across all service areas and
 functions of the Company, and has in place procedures to inform the
 Board Members about the risk assessment and minimization process. The
 objective of risk management is to have a dynamic and an optimum
 balance between risk and return and ensure regulatory compliance and
 conformity with the Board approved policies. It entails the
 identification; measurement and management of risks across the various
 businesses of the Company. Risks are evaluated based on the probability
 and impact of each risk. In the normal course of business, the Company
 is exposed to certain financial risks, principal payment risk,
 competitor risk, foreign exchange risk, risk associated with
 compliance, environment risk, industry risk, industrial relation risk,
 etc. These risks are managed through various plans and procedures so as
 to minimize the potential adverse effects of these risks on financial
 performance.
 
 17.  LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
 
 The particulars of loans, guarantees and investments covered under the
 provisions of Section 186 of the Companies Act, 2013 are given in the
 notes to the financial statements.
 
 18.  EXTRACT OF ANNUAL RETURN
 
 An extract of the Annual Return as of March 31, 2015 pursuant to the
 sub-section (3) of Section 92 of the Companies Act, 2013 is forming
 part of the report and is attached separately.
 
 19.  PARTICULARS OF EMPLOYEES
 
 The information required pursuant to Section 197 read with Rule 5 of
 the companies (Appointment and Remuneration of Managerial Personnel)
 Rules, 2014 are given hereunder.
 
 Sl.  Name                      Designation          Remuneration
 No.                                                 paid FY 2014-15
 
 1.   Mr. Rajendra Kumar        Managing               81,00,000
      Dabriwala                 Director
 
 2.   Mr. Ashok Kumar Gulgulia  Chief Financial         7,55,329
                                Officer
 
 3.   Mrs. Arpita Daga          Company                   43,271
                                Secretary
 
 Name                       Remuneration   % Increase in    Ratio of
                            paid FY        remuneration     remuneration
                                                            to
                            2013-14        from previous    Median 
                                                            remuneration
                                           year             of employee
 
 Mr Rajendra Kumar 
 Dabriwala                  63,00,000           28.57         31.69:1
 
 Mr Ashok Kumar Gulgulia           NA              NA          2.96:1
 
 Mrs Arpita Daga                   NA              NA          0.17:1
 
 Percentage increase in remuneration of each Managing Director, Chief
 Financial Officer (CFO), Company Secretary in the financial year
 2014-15:
 
 Mr. Rajendra Kumar Dabriwala (Managing Director) : 28.57
 
 Mr. Ashok Kumar Gulgulia (Chief Financial Officer) : NA
 
 Mrs. Arpita Daga (Company Secretary) : NA
 
 Percentage increase in median remuneration of employees in the
 financial year 2014-2015 - 8.35%
 
 Explanation of the relationship between average increase in
 remuneration & Company performance:
 
 The average increase in remuneration is commensurate with the company''s
 growth and the policy of retention of talent.
 
 Comparison of remuneration of each KMP against performance of company:
 
 Sl.  Name                        Designation     Remuneration
 No.                                              paid FY 2014-15
 
 1    Mr. Rajendra Kumar          Managing           81,00,000
      Dabriwala                   Director
 
 2    Mr. Ashok Kumar Gulgulia    Chief               7,55,329
                                  Financial Officer
 
 3    Mrs. Arpita Daga            Company               43,271
                                  Secretary
 
 Name                      % Increase in     PAT           % Decrease
                           remuneration 
                           from                            in PAT
                           previous year
 
 Mr Rajendra Kumar 
 Dabriwala                      28.57
 
 Mr Ashok Kumar Gulgulia           NA      42,759,748        48.93%
 
 Mrs Arpita Daga                   NA
 
 Variation in the Market Capitalisation of the Company, Price Earning
 Ratio as at closing date of the current financial year and previous
 financial year:
 
 Particulars                    31.03.2015    31.03.2014    % Variation
 
 Market Capitalisation       1,721,250,000    739,800,000      132.66
 
 Price Earnings Ratio                40.48           8.84      357.94
 
 Key parameters for any variable remuneration of directors:
 
 Except for the Managing Director Mr. Rajendra Kumar Dabriwala, no
 directors have been paid any remuneration as only sitting fees are paid
 to them.
 
 The Ratio of the remuneration of the highest paid director to that of
 the employees who are not directors but receive remuneration in excess
 of the highest paid director during the year- Not Applicable.
 
 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.
 
 20.  CORPORATE GOVERNANCE
 
 The Company is fully compliant with the Corporate Governance
 guidelines, as laid out in Clause 49 of the Listing Agreement. All the
 Directors (and also the members of the Senior Management) have affirmed
 in writing their compliance with and adherence to the Code of Conduct
 adopted by the Company. The Managing Director has given a certificate
 of compliance with the Code of Conduct, which forms part of Corporate
 Governance Report, as required under Clause 49 of the Listing
 Agreement. The Statutory Auditors of the Company have examined the
 requirements of Corporate Governance with reference to Clause 49 of the
 Listing Agreement and have certified the compliance, as required under
 Clause 49 of the Listing Agreement.
 
 21.  DECLARATION GIVEN BY INDEPENDENT DIRECTORS
 
 All the Independent Directors have given the necessary declarations to
 the Company as required under sub-section (6) of Section 149 of the
 Companies Act, 2013.
 
 22.  PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
 
 None of the transactions with related parties falls under the scope of
 Section 188(1) of the Act. Information on transactions with related
 parties pursuant 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.
 
 23.  POLICY ON RELATED PARTY TRANSACTION
 
 Policy on dealing with Related Party Transaction is available on the
 Company''s website at http://www.iclbelting.com/resources/
 reports/gnrl/Related%20Party%20Policy.pdf .
 
 24.  FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
 
 The Company proactively keeps its Directors informed of the activities
 of the Company, its management and operations and provides an overall
 industry perspective as well as issues being faced by the industry. The
 details of familiarisation programme have been posted in the website of
 the Company under the web link
 http://www.iclbelting.com/resources/reports/gnrl/
 Familarisation%20Programme%20for%20Independent%20Director.pdf .
 
 25.  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 134(3)(m) of the Companies Act, 2013 read with the Companies
 (Accounts) rules, 2014 are annexed to the Board''s Report.
 
 26.  PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
 
 As per the requirement of The Sexual Harassment of Women at Workplace
 (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made
 there under, Company provides for diversity and equal opportunities to
 all employees across the Company, based on merit and ability. The
 cultures of the Company ensure the aspects of work-life balance for
 employees, especially for women and are suitably addressed. During the
 year, no complaints of sexual harassment were received. ICL demands,
 demonstrates and promotes professional behaviour and treats all
 employees with equal respect.
 
 27.  CORPORATE SOCIAL RESPONSIBILITY (CSR)
 
 The brief outline of the Corporate Social Responsibility (CSR) Policy
 of the Company and the initiatives undertaken by the Company on CSR
 activities during the year forms part of this report in the format
 prescribed in the Companies (Corporate Social Responsibility) Rules,
 2014. The policy is available on the Company''s Website at
 http://www.iclbelting.com/resources/reports/
 cgr/CorporateSocialResponsibilityPolicy.pdf .
 
 28.  ESTABLISHMENT OF VIGIL MECHANISM
 
 The Company has established a Vigil Mechanism that enables the
 Directors and Employees to report genuine concerns. The Vigil Mechanism
 provides for (a) adequate safeguards against victimization of persons
 who use the Vigil Mechanism; and (b) direct access to the Chairman of
 the Audit Committee of the Board of Directors of the Company in
 appropriate or exceptional cases. The Company has in place a Vigil
 Mechanism and the same has been displayed on the Company''s Website at
 http://www.iclbelting.
 com/resources/reports/gnrl/Vigil%20Mechanism.pdf.
 
 29.  ACKNOWLEDGEMENTS
 
 The Directors express their sincere thanks and place on record their
 deep appreciation for the patronage extended by the shareholders,
 valued customers, bankers, government authorities 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 all
 employees for the diligence and contribution to the growth of the
 Company.
 
                         For and on behalf of the Board of Directors
 
 Place : Kolkata         R. K. Dabriwala          M. P. Jhunjhunwala
 
 Date : May 30, 2015     Managing Director                  Director
Source : Dion Global Solutions Limited
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