| The Directors present the 29th Annual Report together with audited
accounts for the year ended 31st March 2015. The summarized financial
results of the company are furnished below:
Amount
(Rs, In Lakhs)
2015 2014
Gross Turnover 38247.12 42308.70
Gross Income 412.43 422.17
Profit before depreciation and tax 59.77 42.83
Less: Depreciation 22.26 14.56
Profit before Tax 37.51 28.27
Less : Taxation for the year/previous years 11.59 4.60
Net Profit for the year 25.92 23.67
DIVIDEND
In view of the accumulated losses of earlier years, the Directors are
unable to recommend any dividend for the year ended 31st March, 2015.
REVIEW OF PERFORMANCE Fund based Activity
For Exchange
The turnover and operating income for the year ended are Rs, 38247
lakhs and Rs, 412 lakhs as against Rs, 42309 lakhs and Rs, 402 lakhs
respectively during the previous year. This Division operates from 17
centers. The reason for reduction in volume and also in income is on
account of lesser turnover in bulk segment because of lack of currency
demand in the market.
Fee based Activities
Besides main business of foreign exchange, your company is engaged in a
small way in various fee based activities like travels, forex advisory,
etc. These fee based activities are volume based business and showed a
mixed results during the year.
Coromandel Travels
The gross billing and income earned for the year ended 31st March, 2015
are Rs, 29 lakhs and Rs, 1.71 lakhs as against Rs, 67 lakhs and Rs,
1.91 lakhs respectively during the previous year. This Division is
presently operating at only one center and doing only cash sales. The
reduction in volume and income is due to fall in number of travels.
Forex Advisory Services
Midas Forex
Midas Forex, the forex advisory division of the Company has earned a
gross income of Rs, 10.48 lakhs during the year ended as against Rs,
10.45 lakhs of the previous year.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Clause 49 of the Listing Agreement, a Management Discussion
and Analysis Report is annexed to this report.
DIRECTORSE RESPONSIBILITY STATEMENT
Based on the reviews of internal financial control systems & process
and compliance of regulations by Internal Auditors, Statutory Auditors,
Secretarial auditors and inspection by Reserve Bank of India and
approval of the Audit committee, Your Directors state that :
1. in the preparation of the annual accounts for the year ended 31st
March, 2015, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
2. such Accounting Policies have been selected and applied
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 31st March, 2015 and of the profit of the Company for
that year;
3. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
4. the annual accounts for the year ended 31st March, 2015 have been
prepared on a going concern basis;
5. internal financial controls to be followed by the Company have been
laid down and that such internal financial controls are adequate and
were operating effectively;
6. proper systems to ensure compliance with the provisions of all
applicable laws have been devised and that such systems were adequate
and operating effectively.
SUBSIDIARIES
POLICY ON DETERMINATION OF MATERIAL SUBSIDIARIES
India Cements Capital Limited has, as on date, one subsidiary viz.
India Cements Investment Services Limited and its step down subsidiary
ICIS Commodities Limited.
India Cements Investment Services Limited
The turnover and income for the year ended 31st March, 2015 are Rs,
165150 lakhs and Rs, 162.36 lakhs as against Rs, 159642 lakhs and Rs,
134.65 lakhs respectively for the previous year. The turnover comprises
Rs, 83450 lakhs of Cash Segment during the year as against Rs, 67115
lakhs of previous year, Rs, 79417 lakhs of Future & Option Segment
during the year as against Rs, 76766 lakhs of previous year and Rs,
2284 lakhs of Currency Future Segment during the year as against Rs,
15761 lakhs of the previous year. The increase in volume and income are
on account of positive sentiment prevailed during the year.
During the year under review, this subsidiary was operating with 5
branches and 12 business associates.
ICIS Commodities Limited
ICIS Commodities Limited, the step down subsidiary of India Cements
Investment Services Limited undertake the activity of commodities
broking.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements, drawn up in accordance with the
applicable Accounting Standards, form part of the Annual Report in
accordance with the provisions of Section 129(3) of the Companies Act,
2013. In accordance with Rule 5 of the Companies (Accounts) Rules,
2014, a separate statement containing the salient features of the
financial statements of Subsidiaries for the financial year ended 31st
March, 2015 in Form AOC-1 is attached to the Annual Report.
The Subsidiary and its step down subsidiary are managed by respective
Board of Directors and their accounts are audited by their respective
Statutory Auditors. The consolidated accounts should therefore be read
in conjunction with the respective financial notes and Directors Report
and Auditors Report thereon.
The audited accounts in respect of the subsidiary Companies are being
placed on the website of the Company and the Company shall provide a
copy of audited financial statements in respect of the Subsidiaries to
any Shareholder, who asks for it. The documents referred to in Section
136(1) of the Companies Act, 2013 are available for inspection by any
Member of the Company at the Registered Office of the Company. The
Company shall furnish a copy of annual accounts of subsidiaries to any
member on demand.
DIRECTORS
Under Section 149(6) of the Companies Act, 2013, Mr.N.R.Krishnan and
Mr.N.Srinivasan (F&R), were appointed as Independent Directors of the
Company to hold office for a term of five consecutive years with effect
from 26th September, 2014 to 25th September, 2019. Mr.N.Srinivasan
(F&R) has resigned as Director of the Company with effect from
01.10.2014. Mr.V.Manickam was appointed as an independent Director of
the Company in the Place of Mr.N.Srinivasan (F & R) with effect from
11.02.2015. The Board expresses its appreciation of the valuable
contribution made by Mr.N.Srinivasan (F&R) during his tenure as
Director.
Ms.Rupa Gurunath was appointed by the Board as additional Director with
effect from 11.02.2015. Under article No. 25 of the Article Association
of the Company she will hold office up to the date of the ensuing
Annual General Meeting of the Company.
Mr. V.M.Mohan was appointed by the Board as additional Director with
effect from 11.02.2015. Under article No. 25 of the Articles of
Association of the Company he will hold office upto the date of the
ensuing Annual General Meeting and the resolution for his election as
director of the Company is included in the Notice dated 12.08.2015
convening the 29th Annual General Meeting of the Company.
Mr.N.Srinivasan and Mr.T.S.Raghupathy, resigned as Directors with
effect from 30th March 2015. The Board expresses its appreciation of
the valuable contribution made by Mr.N.Srinivasan and Mr.T.S.Raghupathy
during their tenure as Directors.
Brief particulars of Directors eligible for appointment /
re-appointment in terms of Clause 49 of Listing Agreement are annexed
to the Notice convening the 29th Annual General Meeting. No director is
related to each other. The details of shares held by non-executive
directors are given in Corporate Governance Report.
Pursuant to Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014, it
is reported that, other than the above, there have been no changes in
the Directors or Key Managerial Personnel during the year.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel of the Company are Mr.K.Suresh (Chief
Executive Officer and Chief Financial Officer) and Ms. E.Jayashree
Company Secretary.
INDEPENDENT DIRECTORS
The declarations given by independent directors under Section 149(7) of
the Companies Act, 2013 that they meet the criteria of independence as
provided under Section 149(6) of the Companies Act, 2013, have been
received by the Company. The Company has started sponsoring independent
directors for training programmes in a phased manner. The details of
familiarization programme for independent directors are available on
the Company's website www.iccaps.com.
ANNUAL EVALUATION
Pursuant to the provisions of Section 134(3)(p) of the Companies Act,
2013 and Clause 49 of the Listing Agreement, the Board has carried out
an annual evaluation of its own performance and that of the directors
individually as well as evaluation of the working of its Audit,
Nomination and Remuneration and other Committees.
The Board has, on the recommendation of the Nomination and Remuneration
Committee, framed a Policy for selection and appointment of Directors,
Key Managerial Personnel and other employees and their remuneration for
implementation.
BOARD MEETINGS
During the year, four Board Meetings were held. The details of board
meetings and its Committees are given in the Corporate Governance
Report.
AUDIT COMMITTEE
The Audit Committee has 3 members out of which two are Independent
Director. The details of composition of the Audit Committee is given in
the Corporate Governance Report. There has been no instances, where the
Board had not accepted any recommendation of Audit Committee.
AUDITORS
Statutory Auditors
Pursuant to the provisions of section 139 of the Companies Act, 2013
and Companies (Audit & Auditors) Rules, 2014, M/s. S.Viswanathan,
Chartered Accountants, Chennai were appointed the Statutory Auditors of
the Company from the conclusion of 28th Annual General Meeting held on
26th September 2014 until the conclusion of the 31st Annual General
Meeting to be held in the year 2017, subject to ratification of their
appointment at every Annual General Meeting.
The Company has obtained a written consent from the above Auditor for
their appointment as Auditors of the Company along with a Certificate
confirming that the appointment, if made, shall be in accordance with
the conditions as prescribed and in conformity with the criteria
prescribed under section 141(3) of the Companies Act, 2013.
A resolution for ratification of the appointment of M/s. S.Viswanathan,
Chartered Accountants as statutory auditors of the Company by the
Members, is included in the agenda of forthcoming Annual General
Meeting.
Internal Auditors
Messrs. Gopalaiyer & Subramanian, Chennai have been appointed as
Internal Auditors for the year 2015-16.
Secretarial Auditor
Pursuant to Section 204 of the Companies Act, 2013, Mr.G.Porselvam,
Company Secretary in Practice, has been appointed as Secretarial
Auditor of the Company for the year 2015-16.
The Secretarial Audit Report in Form MR-3 given by Mr.G.Porselvam,
Company Secretary in Practice for the Financial Year 2014-15, as
prescribed under Section 204(1) of the Companies Act, 2013 is attached
as Annexure 1.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a
report on Corporate Governance along with Auditors Certificate of its
compliance forms part of the Annual Report and is given in Annexure 2.
Further a declaration on Code of Conduct signed by the President also
forms part of the Annual Report.
PUBLIC DEPOSITS
Pursuant to your company is a Non-Deposit taking NBFC, no deposits have
been accepted during the year. There are no outstanding deposits at
the end of the year.
MATERIAL CHANGES AND COMMITMENTS SINCE 31ST MARCH, 2015
There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the
financial year of the Company to which the financial Statements relate
and the date of the report other than those disclosed in the financial
statements.
RISK MANAGEMENT POLICY
The Management has established a Risk Management Policy which
facilitates the management to overview and mitigate material business
risk in all functions of the Company. Risks and its effectiveness are
internally reviewed and reported regularly to the Board.
The Board is satisfied that there are adequate systems and procedures
in place to identify, assess, monitor and manage them. The Audit
Committee also reviews reports by management team and suggests suitable
action. Risk mitigation policy is approved by the Board.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has defined standard operating procedures covering all
functional areas like Money Changing and Forex Advisory services etc.
The Company has engaged the services of Chartered Accountant firm for
carrying out internal audit. The internal auditors have been given the
specific responsibility to verify and report on compliance of standard
operating procedures. The auditors have reported that there are
adequate financial controls in place and are being followed by the
Company to operate effectively.
ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
Pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules, 2014, it is
reported that during the year 2014-2015, no significant and material
Orders were passed by the Regulators or Courts or Tribunals impacting
the going concern status and companyEs operations in future.
INFORMATION AS PER SECTION 134(3)(m) and 134(3)(o)
The furnishing of information as required under Section 134 (3) (m) and
134(3)(o) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 is not applicable to the Company.
Annual Return
As required pursuant to Section 92(3) of the Companies Act, 2013 and
Rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of Annual Return in MGT-9 is attached as Annexure - 3
which forms part of this Boards Report.
REMUNERATION
Employee Remuneration
No employee received the remuneration in excess of the limits
prescribed under Section 197 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
Directors Remuneration
As prescribed under Section 197(12) of the Companies Act, 2013 and Rule
5(1) of the Companies (Appointment and Remuneration of Management
Personnel) Rules, 2014, the details are given in Annexure 4.
POLICY ON DEALING WITH RELATED PARTIES
All related party transactions that were entered into during the
financial year were on an arms length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large. All
Related Party Transactions are placed before the Audit Committee as
also the Board for approval. Prior omnibus approval of the Audit
Committee is obtained on a quarterly basis for the transactions which
are of a foreseen and repetitive nature. The transactions entered into
pursuant to the omnibus approval so granted are audited and a statement
giving details of all related party transactions is placed before the
Audit Committee and the Board of Directors for their approval on a
quarterly basis. The policy on Related Party Transactions as approved
by the Board is uploaded on the Company's website. None of the
Directors has any pecuniary relationships or transactions vis-…-vis the
Company.
TRANSACTIONS WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties in Form
AOC-2 as required under Section 134(3) (h) of the Act read with Rule
8(2) of the Companies (Accounts) Rules 2014 is attached as part of this
report vide Annexure - 5 as also required under the Non-Banking
Financial Companies - Corporate Governance (Reserve Bank) Directions,
2015,
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013.
The particulars of Loans, Guarantees or Investments made under Section
186 of the Companies Act, 2013 are given in Annexure - 6.
VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013
and Clause 49(II) (F) of the Listing Agreement, the Company has
established a vigil mechanism for directors and employees to report
genuine concerns. The mechanism provides for adequate safeguards
against victimization of persons who use such mechanism and make
provision for direct access to the chairman of the Audit Committee in
appropriate or exceptional cases.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 read with applicable Rules are not
applicable to the Company.
ACKNOWLEDGEMENT
Your Directors thank the Company's Bankers and The India Cements
Limited, for their continued support. The Directors also thank the
customers for their continued association. They are also thankful to
the shareholders for their understanding.
Your Directors appreciates the good work done by the employees of the
Company.
For and on behalf of the Board
Place : Chennai. N.R. KRISHNAN
Date : 29th May, 2015. Chairman |