Mar 31, 2015
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.
DIRECTORSÃ 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 companyÃs 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-Ã -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
Mar 31, 2014
Dear Members,
The Directors present the 28th Annual Report with the audited accounts
for the year ended 31st March 2014. The summarised financial results
of the Company are furnished below:
The Annual Report and financial statements are presented on similar
lines as in previous years in view of clarifications in Circular
reference No. 1/19/2013-CL-V dated 4th April 2014 issued by the
Ministry of Corporate Affairs, Government of India.
Amount
(Rs In Lakhs)
2014 2013
Gross Turnover 42308.70 45041.76
Gross Income 422.17 427.51
Profit before depreciation and tax 42.83 33.69
Less: Depreciation 14.56 16.56
Profit before Tax 28.27 17.13
Less : Taxation for the year/previous years 4.60 9.55
Net Profit for the year 23.67 7.58
Less: Statutory Reserve 4.73 1.52
Balance surplus 18.94 6.06
Loss brought forward from earlier years (806.03) (812.09)
Loss carried forward (787.09) (806.03)
DIVIDEND
In view of the accumulated losses of earlier years, the Directors are
unable to recommend any dividend for the year ended 31st March, 2014.
REVIEW OF PERFORMANCE Fund based activity For''Xchange
The turnover and operating income for the year ended are Rs. 42309 lakhs
and Rs. 402 lakhs as against Rs.45041 lakhs and Rs. 351 lakhs respectively
during the previous year. This Division operates from 17 centers.
Eventhough there is a fall in volume, there is an increase in income
earned on account of improved margins.
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
mixed results during the year.
Coromandel Travels
The gross billing and income earned for the year ended 31st March, 2014
are Rs. 67 lakhs and Rs. 1.91 lakhs as against Rs. 146 lakhs and Rs. 5.09 lakhs
respectively during the previous year. This Division is presently
operating at only one center and doing only cash sales.
Forex Advisory Services
Midas Forex, the forex advisory Division of the Company has earned a
gross income of Rs. 10.45 lakhs during the year ended as against Rs. 9.43
lakhs of the previous year.
DEPOSITS
Pursuant to your company having been classified as Non-Deposit taking
NBFC, no deposits have been accepted during the year. There are no
outstanding deposits at the end of the year.
subsidiaries
India Cements Investment Services Limited
The turnover and income for the year ended 31st March, 2014 are Rs.159642
lakhs and Rs.134.65 lakhs as against Rs. 201484 lakhs and Rs.166.19 lakhs
respectively for the previous year. The turnover comprises Rs. 67115
lakhs of Cash Segment during the year as against Rs. 85639 lakhs of
previous year, Rs. 76766 lakhs of Future & Option Segment during the year
as against Rs. 107279 lakhs of previous year and Rs. 15761 lakhs of
Currency Future Segment during the year as against Rs. 8566 lakhs of the
previous year.
The decline in the income is on account of poor participation by retail
clients in the market and also negative sentiment that prevailed during
the year.
During the period under review, the Company was operating with 5
branches and 12 business associates. ICIS Commodities Limited The
Company has not commenced commercial operations since
incorporation.
consolidated financial statements
The Consolidated Financial Statements, drawn up in accordance with the
applicable Accounting Standards, form part of the Annual Report, in
compliance with Clause 32 of the Listing Agreement.
STATEMENT pursuant to section 212 of THE companies ACT, 1956 RELATING
To SUBSIDIARY companies Information as required under Section 212 of
the Companies Act, 1956 is annexed.
information AS per section 217(1)(e) oF THE CoMpANIES ACT, 1956
Information as per Section 217(1)(e) of the Companies Act, 1956 is not
applicable to the Company.
personnel
The Company has no employee drawing a salary of Rs. 5 lakhs per month or
above or which in aggregate was not less than Rs. 60 lakhs during the
year. Employee relations continued to remain cordial during the year.
Sri T.S.Raghupathy, Director, retires by rotation at the ensuing Annual
General Meeting and is eligible for re-appointment.
In terms of Section 149 and other applicable provisions, if any, of the
Companies Act, 2013, Sri N.Srinivasan (F&R) and Sri N.R.Krishnan,
Independent Directors of the Company, are eligible to be appointed as
Independent Directors for a term of five consecutive years at the
ensuing Annual General Meeting of the Company.
Accordingly, your Board recommends the re-appointment of Sri
T.S.Raghupathy as Director liable to retire by rotation and appointment
of Sri N.Srinivasan (F&R) and Sri N.R.Krishnan as Independent Directors
of the Company for a term of five consecutive years.
A brief profile of Sri T.S.Raghupathy, Sri N.Srinivasan (F&R) and Sri
N.R.Krishnan Directors is annexed to the Notice convening the 28th
Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that
i. In the preparation of the accounts for the year ended 31st March
2014, the applicable accounting standards have been followed along with
proper explanation relating to material departures;
ii. Such accounting policies as mentioned under Significant Accounting
Policies and Notes of the Annual Accounts have been selected and
applied consistently and judgements and estimates that are reasonable
and prudent made so as to give a true and fair view of the state of
affairs of the Company at the end of the financial year ended 31st
March 2014 and of profit of the company for that year;
iii. Proper and sufficient care has been taken 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 annual accounts for the year ended 31st March 2014, have been
prepared on a going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS
A report on Management Discussion and Analysis is annexed to this
Report.
CORPORATE GOVERNANCE
A report on Corporate Governance together with Auditors'' Certificate
form part of this Annual Report. AUDITORS
M/s.S.Viswanathan, Chartered Accountants, Chennai, the Statutory
Auditors, retire at 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.S.Viswanathan as Statutory Auditor of the Company for a
period of 3 years commencing from the conclusion of the 28th Annual
General Meeting until the conclusion of the 31st Annual General Meeting
subject to ratification of such appointment by members at every Annual
General Meeting.
In terms of Section 204 of the Companies Act, 2013 and the Rules made
thereunder, Sri G.Porselvam, Practising Company Secretary, has been
appointed as Secretarial Auditor of the Company for the financial year
2014 - 2015.
ACKNOWLEDGEMENT
Your Directors thank the Company''s bankers and The India Cements Ltd.,
for their continued support. The Directors also wish to thank the
customers for their patronage.
Your Directors place on record their appreciation of the good work done
by the employees of the Company.
For and on behalf of the Board
Place : Chennai. N. SRINIVASAN
Date : 7th August, 2014. Chairman
Mar 31, 2013
The Directors present the 27th Annual Report with the audited accounts
for the year ended 31st March 2013. The summarised financial results
of the company are furnished below:
Amount
(Rs. In Lakhs)
2013 2012
Gross Turnover 45041.76 48100.62
Gross Income 427.51 416.11
Profit before depreciation and tax 33.69 15.90
Less: Depreciation 16.56 14.07
Profit before Tax 17.13 1.83
Less: Taxation for the year/previous years 9.55 (0.67)
Net Profit for the year 7.58 2.50
Less: Statutory Reserve 1.52 0.50
Balance surplus 6.06 2.00
Loss brought forward from earlier years (812.09) (814.09)
Loss carried forward (806.03) (812.09)
DIVIDEND
In view of the accumulated losses of earlier years, the Directors are
unable to recommend any dividend for the year ended 31st March, 2013.
REVIEW OF PERFORMANCE
Fund based Activity
For''Xchange
The turnover and operating income for the year ended are Rs.45041 lakhs
and Rs.351 lakhs respectively as against Rs.48100 lakhs and Rs.345
lakhs during the previous year. Further the division earned other
operating income of Rs.42 lakhs during the year under review and Rs.36
lakhs during the previous year. This division operates from 19 centers.
Eventhough there is a fall in volume, on account of improved margins
there is an increase in income earned. Further this division increased
other income to the tune of Rs.7 lakhs and made savings in manpower
cost to the tune of Rs.14 lakhs to improve the performance of this
division.
Reserve Bank of India had renewed Authorised Category-ll License vide
No.3/2012 dated 28th December, 2012 with a validity upto 31st December,
2014.
Fee based Activities
The various fee based and other activities have registered a mixed
results during the year.
Coromandel Travels
The gross billing and income earned for the year ended are Rs.146 lakhs
and Rs. 5.09 lakhs respectively as against Rs.110 lakhs and Rs.5 lakhs
during the previous year. Though this division is presently operating
at only one center and also doing only cash sales.
Forex Advisory Services
Midas Forex, the forex advisory division of the Company has earned a
gross income of Rs..9.43 lakhs during the year ended as against Rs.10
lakhs of the previous year.
DEPOSITS
Pursuant to this company having been classified as Non-Deposit taking
NBFC, no deposits have been accepted during the year. The total
outstanding deposits of Rs. 0.23 lakhs have been kept in a separate
escrow account with a scheduled bank.
SUBSIDIARIES
India Cements Investment Services Limited
The turnover and income for the year ended are Rs.201484 lakhs and
Rs.166.19 lakhs as against Rs.198706 lakhs and Rs.177 lakhs
respectively for the previous year. The turnover comprises Rs.85639
lakhs of Cash Segment, Rs.107279 lakhs of Future & Option Segment and
Rs.8566 lakhs of Currency Future Segment.
The Company eventhough increased its turnover is not able to increase
its earnings on account of fall in brokerage rates due to competition.
The Company is continuously engaged in closing the non-viable branches/
converting into Business Associates which resulted in a saving of Rs.16
lakhs in manpower cost.
During 2012-2013, this division has been operating with 18 branches.
ICIS Commodities Limited
There has been no operation during the year in this subsidiary.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements, drawn up in accordance with the
applicable Accounting Standards, form part of the Annual Report, in
compliance of Clause 32 of the Listing Agreement.
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 RELATING
TO SUBSIDIARY COMPANIES
Information as required under Section 212 of the Companies Act, 1956 is
annexed.
INFORMATION AS PER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956
Information as per Section 217(1)(e) of the Companies Act, 1956 is not
applicable to the Company.
INFORMATION AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956
This section is not applicable to the Company for the year.
DIRECTORS
With profound grief, the Directors condoles the demise of
Dr.B.S.Adityan and Mr.A.Sankarakrishnan, Directors of the Company, on
19th April, 2013 and 9th April,2013 respectively.The Board records the
valuable contribution made by Dr.B.S.Adityan and Mr.A.Sankarakrishnan
during their tenure as directors.
The Board appointed Mr.N.R.Krishnan as Casual Vacancy Director caused
by the demise of Dr. B.S.Adityan.
The Board has decided not to fill up the vacancy caused by the demise
of Mr.A.Sankarakrishnan, for the present.
Sri.N.Srinivasan, Chairman, retire by rotation at the ensuing Annual
General Meeting and being eligible, offer himself for reappointment. A
brief profile of Sri N.Srinivasan, Chairman is annexed to the Notice
convening the 27th Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Section 217 (2AA) of the Companies Act, 1956 the Directors
confirm that
i. In the preparation of the accounts for the year ended 31 st March
2013, the applicable accounting standards have been followed along with
proper explanation relating to material departures;
ii. Such accounting policies as mentioned in Note under Significant
Accounting Policies and Notes of the Annual Accounts have been selected
and applied consistently and judgements and estimates that are
reasonable and prudent made so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year ended
31st March 2013 and of profit of the company for that year;
iii. Proper and sufficient care has been taken 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 annual accounts for the year ended 31 st March 2013, have been
prepared on a going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS
A report on Management Discussion and Analysis is annexed to this
Report.
CORPORATE GOVERNANCE
A report on Corporate Governance together with an Auditor''s Certificate
form part of this Annual Report.
Dilution of promoters group holdings:
Pursuant to the directives of Securities Contracts (Regulation)
(Amendment) Rules, 2010, (SEBI) in its circular dated 4th June,2010,
steps are being taken to dilute the holdings of the promoter group to
below 76 percent of the total paid-up equity capital of the Company
before the appointed date of 3rd June, 2013.
AUDITORS
M/s.S.Viswanathan, Chartered Accountants, Chennai, retire at the
ensuing Annual General Meeting and are eligible for re-appointment.
ACKNOWLEDGEMENT
Your Directors thank the Company''s bankers and The India Cements Ltd.,
for their continued support. The Directors also wish to thank the
customers for their patronage.
Your Directors place on record their appreciation of the good work done
by the employees of the Company.
For and on behalf of the Board
Place : Chennai. N. SRINIVASAN
Date : 20th May, 2013. Chairman
Mar 31, 2012
The Directors present the 26th Annual Report with the audited accounts
for the year ended 31st March 2012. The summarised financial results of
the company are furnished below:
Amount
(Rs.ln Lakhs)
Gross Income 416.11
Profit before depreciation and tax 15.90
Less: Depreciation 14.07
Profit before Tax 1.83
Less: Taxation for the year/previous years (0.67)
Net Profit for the year 2.50
Less: Statutory Reserve 0.50
Balance Profit 2.00
Loss brought forward from earlier years (814.09)
Loss carried forward (812.09)
DIVIDEND
In view of the accumulated losses of earlier years, the Directors are
unable to recommend any dividend for the year ended 31st March, 2012.
REVIEW OF PERFORMANCE
Fee based Divisions
The various fee based and other activities have registered a mixed
results during the year.
For'Xchange
The turnover and income for the year ended are Rs.48100 lakhs and
Rs.381 lakhs respectively as against Rs.39600 lakhs and Rs.431 lakhs
during the previous year. This division operates from 20 centers. There
is a momentum on top line however margins were under pressure because
of high degree of volatility in the currency movements. Further
increase in cost of buying the currencies from the market to meet huge
demand for US$, the margin was low. The decline in the parity of rupee
to US$ has also impacted the profitability of the year.
This division has received Authorised Dealer Category-ll License from
Reserve Bank of India vide No.3/2012 dated 2nd January, 2012 that would
improve the operations of this division in the coming years.
Coromandel Travels
The gross billing and income earned for the year ended are Rs.110 lakhs
and Rs.5 lakhs respectively as against Rs.113 lakhs and Rs.8.55 lakhs
during the previous year. With the scaling down of the number of
branches and transacting business on cash basis, the operations were
reduced. This division operates only at Chennai which is an IATA
accredited centre.
Forex Advisory Services
Midas Forex, the forex advisory division of the Company has earned a
gross income of Rs. 10 lakhs during the year ended as against Rs. 10.65
lakhs of the previous year.
DEPOSITS
Pursuant to this company having been classified as Non-Deposit taking
NBFC, no deposits have been accepted during the year. The total
outstanding deposits of Rs. 0.23 lakhs have been kept in a separate
escrow account with a scheduled bank.
SUBSIDIARIES India Cements Investment Services Limited
The turnover and income for the year were Rs. 198706 lakhs and Rs.
179.67 lakhs as against Rs.211117 lakhs and Rs.243 lakhs respectively
for the previous year. The turnover comprises Rs.88663 lakhs of Cash
Segment, Rs.100978 lakhs of Future & Option Segment and Rs.9065 lakhs
of Currency Future Segment.
The lower turnover growth is attributed to shrinking cash market
volumes and low commission. The overall market scenario is affected by
increasing interest rates, high inflation, slowdown in core sector
growth and global financial scenario.
The Company has got Institutional empanelment with LIC Pension Fund
Ltd., South Indian Bank, Canara Bank and Bank of India, during the
year.
ICIS Commodities Limited
There has been no operation during the year in this subsidiary.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements, drawn up in accordance with the
applicable Accounting Standards, form part of the Annual Report, in
compliance of Clause 32 of the Listing Agreement.
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 RELATING
TO SUBSIDIARY COMPANIES
Information as required under Section 212 of the Companies Act, 1956 is
annexed.
INFORMATION AS PER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956
Information as per Section 217(1 )(e) of the Companies Act, 1956 is not
applicable to the Company.
INFORMATION AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956
This section is not applicable to the Company for the year.
DIRECTORS
Sri. A. Sankarakrishnan, Director and Dr. B.S. Adityan, Director,
retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for reappointment. A brief profile of these
Directors is annexed to the Notice convening the 26th Annual General
Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 217 (2AA) of the Companies Act, 1956 the Directors
confirm that
i. In the preparation of the accounts for the year ended 31sl March
2012, the applicable accounting standards have been followed along with
proper explanation relating to material departures;
ii. Such accounting policies as mentioned in Note under Significant
Accounting Policies and Notes of the Annual Accounts have been selected
and applied consistently and judgements and estimates that are
reasonable and prudent made so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year ended
31st March 2012 and of profit of the company for that year;
iii. Proper and sufficient care has been taken 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 annual accounts for the year ended 31st March 2012, have been
prepared on a going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS
A report on Management Discussion and Analysis is annexed to this
Report.
CORPORATE GOVERNANCE
A report on Corporate Governance together with an Auditor's Certificate
form part of this Annual Report.
AUDITORS
M/s. S. Viswanathan, Chartered Accountants, Chennai, retire at the
ensuing Annual General Meeting and are eligible for reappointment.
ACKNOWLEDGEMENT
Your Directors thank the Company's bankers and The India Cements Ltd.,
for their continued support. The Directors also wish to thank the
customers for their patronage.
Your Directors place on record their appreciation of the good work done
by the employees of the Company.
For and on behalf of the Board
N. SRINIVASAN
Chairman
Place: Chennai.
Date : 25th April, 2012.