Home  »  Company  »  Intl. Coveyors  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of International Conveyors Ltd.

Mar 31, 2015

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


Mar 31, 2014

Dear members,

The Directors take pleasure in presenting the Forty First Annual Report of the Company with Audited Accounts for the year ended March 31, 2014.

FINANCIAL RESULTS (Amount in Rs. )

Particulars 31.03.2014 31.03.2013

Profit before depreciation and taxation 186,427,534 193,105,017

Less: Depreciation 60,031,859 48,290,580

126,395,675 144,814,437

Less : Provisions for Taxation 42,675,380 42,493,450

Profit after taxes 83,720,295 102,320,987

Add : Profit brought from last year 38,561,148 55,983,068

Profit available for appropriation 122,281,443 158,304,055

Balance appropriated as under :

Transfer to General Reserve 60,000,000 100,000,000

Proposed Dividend 16,875,000 16,875,000

Tax on Dividend 2,867,907 2,867,907

Balance Carried to Balance Sheet 42,538,536 38,561,148

122,281,443 158,304,055

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. 197.43 lacs including dividend tax).

RESULT OF 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. 13,860 lacs (Previous year Rs. 12,016 lacs).

SUBSIDIARY

In view of growing business needs and to explore opportunities for its products in the Australian, Chinese and Russian market your Company has acquired on 25th April, 2013, 100% equity shares of a newly incorporated entity under the laws of the Republic of the Singapore, Conveyor Holdings Pte. Limited ("CHPL").

CHPL owns 100% shareholding of International Conveyors Australia Pty. Limited ("ICAL"), another newly incorporated entity under the laws of Australia.

Subsequently to the acquisition, CHPL and ICAPL have become a wholly owned subsidiary of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of subsidiaries and joint-ventures have been prepared in accordance with Accounting Standard 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 Companies viz. M/s International Belting Limited, M/s Conveyor Holdings Pte. Limited and International Conveyors Australia Pty. 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, 2014 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.

LISTING

The Securities of your Company are listed with the BSE Ltd. and the Calcutta Stock Exchange Limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing Fees for the year 2014-2015 have been paid to them well before the due date i.e. April 30, 2014. The Company has also paid the annual custodian fees to NSDL and CDSL for the Securities of the Company held in dematerialized mode with them for the year 2014-2015.

INSIDER TRADING REGULATIONS

Based on the requirements of SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the Code of Conduct for the Prevention of Insider Trading and the Code of Conduct for Directors and Senior Management Personnel continue to be in operation in your Company.

DIRECTORS

Mr. Anver Hussain (DIN: 00568329), Non Executive Independent Director of the Company (since 31st January, 2001), resigned from the Board of Directors of the Company with effect from 14th February, 2014. The Board places on record its appreciation of the contributions made by him during his tenure on the Company''s Board as Directors of the Company.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sunit Mehra (DIN: 00359482) was appointed as an Additional Director w.e.f. January 17, 2014 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. Sunit Mehra for appointment as a Director of the Company.

In terms of the Articles of Association of the Company, Mr. Mahadeo Prasad Jhunjhunwala (DIN: 00567070) and Mr. Lakshmikant Tibrawalla (DIN: 00423521), Directors are liable to retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. In terms of Sections 149, 150, 152 and all other applicable provisions, if any, of the Companies Act, 2013, Mr. Mahadeo Prasad Jhunjhunwala (DIN: 00567070) and Mr. Lakshmikant Tibrawalla (DIN: 00423521) being eligible and offering themselves for re-appointment, are proposed to be re-appointed as Independent Directors of the Company for a term of five consecutive years from the date of this AGM. They shall not, henceforth, be liable to determination by retirement of Directors by rotation.

Pursuant to the provision of Section 196 of the Companies Act, 2013 and subject to the approval of the members in the General Meeting, the Board of Directors re-appointed Mr. Rajendra Kumar Dabriwala (DIN: 00086658) as Managing Director effective from October 1, 2014 for a period of 1 year as per the terms specified in the draft agreement to be placed before the ensuing AGM.

As per provisions of Sections 149, 150, 152 and all other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under read with Schedule IV to the Companies Act, 2013 and Clause 49 of the Listing Agreement, Mr. Jinesh Suryakant Vanzara (DIN: 00239574) and Mr. Kunchala Thirupal Reddy (DIN: 03330182), who were appointed as Directors on the Board of International Conveyors Limited w.e.f. April 28, 2008 and February 14, 2012 respectively and are continuing as Independent Directors and who meet the criteria of Independence as provided under Section 149(6) of the Companies Act, 2013, are proposed to be formally appointed as Independent Directors on the Board of the Company not liable to retire by rotation and shall hold office for a term of 5 consecutive years from the date of this AGM.

None of the Directors of the Company is disqualified under Section 274(1)(g) of the Companies Act, 1956. As required by law, this position is also reflected in the Auditors'' Report.

In accordance with provisions of Section 149 of the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges, Mr. Mahadeo Prasad Jhunjhunwala, Mr. Lakshmikant Tibrawalla, Mr. Jinesh Suryakant Vanzara and Mr. Kunchala Thirupal Reddy have given a declaration to the Company that they meet the criteria of Independence as mentioned in Section 149(6) of the Companies Act, 2013 read with Clause 49 (1) (A) (iii) of the Listing Agreement.

COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees and also formed a Corporate Social Responsibility Committee. There are currently four Committees of the Board, as follows:

* Audit Committee

* Nomination and Remuneration Committee

* Stakeholder Relationship Committee

* Corporate Social Responsibility Committee

Details of all the Committees along with their charters, composition and meetings held during the year, is provided in the "Report on Corporate Governance", a part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the Provisions of Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with the requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) the Directors have 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, 2014 and of the Profit of the Company for the year ended on that date;

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 of the Company on a ''going concern'' basis.

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 thereunder, 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.

COST AUDITORS

The Company had appointed M/s. M. R. Pandit & Co., Cost Accountants as the Cost Auditor of the Company for the financial year 2013-14 to conduct the Audit of the cost records of the Company.

As per Section 148 read with the Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 the Board of Directors of the Company has appointed M/s. M.R. Pandit & Co.,Cost Accountants as the Cost Auditor of the Company for the financial year 2014-15 on the recommendations made by the Audit Committee. The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting, would be Rs. 1,50,000 (Rupees One Lack Fifty Thousand only).

The Cost Audit Report for the financial year 2012-13 was filed within due date. The due date for submission of the Cost Audit Report for the year 2013-14 is within 180 days from 31st March, 2014.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is set out in the Annexure to the Directors Report. Having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining copy of the same may write to the Company Secretary.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement executed with the Stock Exchanges, a Management Discussion and Analysis Report, 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.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid clause 49, is attached to the Report on Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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 Companies Act, 2013 has prescribed provisions with regard to Corporate Social Responsibility. We, at International Conveyors Limited, have mapped our status with the requirements of the Act and are working towards full-fledged compliance with the law. Pursuant to the provision of Section 135 of the Companies Act, 2013, your Directors have constituted the Corporate Social Responsibility Committee comprising Mr. Mahadeo Prasad Jhunjhunwala as the Chairman and Mr. Jinesh Suryakant Vanzara and Mr. Rajendra Kumar Dabriwala as other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

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 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 provided in Annexure, which is attached to and form part of this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Sections 205A (5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 4, 2013 (date of last Annual General Meeting) on the Ministry of Corporate Affairs'' website.

ACKNOWLEDGEMENTS

Your Directors would like to 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 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

R. K. Dabriwala M. P. Jhunjhunwala May 30, 2014 Managing Director Director


Mar 31, 2013

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


Mar 31, 2012

The Directors take pleasure in presenting the Audited Accounts of the Company for the year ended 31.03.2012

WORKING RESULTS (Amountin Rs.) 31.03.2012 31.03.2011

Profit before depreciation and taxation 19,16,20,823 8,17,06,941

Less: Depreciation 4,71,66,217 3,89,66,395

14,44,54,606 4,27,40,546

Less: Provisions for Taxation 4,17,10,029 1,52,55,593

Profit after taxes 10,27,44,577 2,74,84,953

Add: Profit brought from last year 2,28,51,038 1,71,33,614

Profit available for appropriation 12,55,95,615 4,46,18,567 Balance appropriated as under:

Transfer to General Reserve 5,00,00,000 1,00,00,000

Proposed Dividend 1,68,75,000 1,01,25,000

Tax on Dividend 27,37,547 16,42,529

Balance Carried to Balance Sheet 5,59,83,068 2,28,51,038

12,55,95,615 4,46,18,567

DIVIDEND

Your directors are pleased to recommend dividend of Rs0.25 per share on Equity Share of Rs1/- each or 25% on paid up capital (Previous year Rs0.15 per share on Equity Share of Rs1/- each), the consequent outflow will be Rs196.13 lac including dividend tax (Previous year Rs117.68 lac 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 Rs10113.47 lacs (Previous year Rs7995.24 lacs). Two Wind Turbine Generator with the capacity of 0.8 MW each were installed at Kurnool district in Andhra Pradesh and one Wind Turbine Generator with the capacity of 0.8 MW at Tumkur district of Karnataka was disposed off during the financial year 2011-12.

Your Company got the much awaited approval for its products from China; hence can look forward to export business from China.

SUBSIDIARY

In view of expanding the business globally your Company has made M/s International Belting Limited (IBL) its Wholly Owned Subsidiary by way of acquiring entire paid up equity shares of IBL during the year 2011-12. Hence the production capacity of your Company has increased from 7,00,800 mtrs p.a. to 11,25,800 mtrs p.a.

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 includes 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, profit and loss account 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, 2012 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 M/s International Belting Limited has become 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

Smt. Ritu Dalmia resigned from the Directorship of the Company on 14.02.2012. The Board recorded its deep appreciation for the valuable services rendered by her during her long association with the Company. Shri Kunchala Thirupal Reddy was appointed as an Additional Director of the Company w.e.f. 14.02.2012.

The Company has received a notice from a member of the Company proposing the candidature of Shri Kunchala Thirupal Reddy as a Director of the Company.

Shri Lakshmikant Tibrawalla and Shri Jinesh Suryakant Vanzara, 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. 01.10.2012.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the Provisions of Section 217(2AA) of the Companies Act, 1956, the Directors give here under 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, 2012 and of the Profit of the Company for the staid 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 Thirty Ninth 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 Rs60,00,000/- or more per annum and has not employed any person for a part of the year with a remuneration of Rs5,00,000/- or more per month as per Section 217(2A) of the Companies Act, 1956.

PARTICULARS OF ENERGY CONSERVATION ETC.

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 Annexure - I, 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

R. K. Dabriwala M. PJhunjhunwala

Managing Director Director

Registered Office:

10, Middleton Row,

Kolkata - 700 071

May 30, 2012

 
Subscribe now to get personal finance updates in your inbox!