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Directors Report of Indian Card Clothing Company Ltd.

Mar 31, 2017

BOARD''S REPORT

To

The Members

The Indian Card Clothing Company Limited

The Directors take pleasure in presenting their 63rd Annual Report on the business and operations of the Company together with audited financial statements for the year ended March 31, 2017.

01. FINANCIAL RESULTS: (Rs. Lakhs)

Particulars

Financial Year

2016-17

2015-16

Sales and Servicing

4,519.10

5,760.93

Other Income

3,207.41

2,849.99

Total Income

7,726.51

8,610.92

Profit before Interest, Depreciation and Tax

2,143.07

2,494.52

Finance Cost

(93.86)

(80.73)

Depreciation

(606.00)

(740.21)

Exceptional items

-

-

Profit / (Loss) before Tax

1,496.57

1,673.58

Provision for Tax

(228.98)

(313.36)

Profit / (Loss) after Tax

1,267.59

1,360.21

Sales Analysis

Metallic

3,285.75

4,144.47

Woollen

501.41

613.25

Accura

521.10

739.40

Exports

1,045.55

1,456.74

02. PERFORMANCE REVIEW:

During the year under review, the Company earned total revenue of Rs. 7,726.51 Lakhs as against Rs. 8,610.92 Lakhs in the Previous Year. The profit after tax earned by the Company for the financial year 2016-17 has been Rs. 1,267.59 Lakhs against the profit after-tax of Rs. 1,360.21 Lakhs for the financial year 2015-16.

Operations Highlights:

- The revenue of the Card Clothing Division for the financial year 2016-17 was down by approx. 22% due to overall slowdown in the textile industry.

- At the beginning of the year under review, your Company successfully completed the sale transaction of the 2ndfloorofthe ICC Devi Gaurav Technology Park, Pimpri, Pune.

- The commercial building at Powai, Mumbai has been substantially occupied during the financial year 201617 barring some exceptions during the year.

03. SHARE CAPITAL:

The paid up share capital of the Company as on March 31, 2017 was Rs. 455.11 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares. As on March 31, 2017, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

04. STATE OF COMPANY''S AFFAIRS:

Though the Card Clothing segment has incurred losses for the financial year ended March 31, 2017, efforts have been made by the Management Team to improve operational efficiency and reduce costs.

Your Directors are therefore optimistic about showing a better performance in improving sales of the Company in the coming years through improvements in processes and the deployment of appropriate resources, in the functional areas of the company.

Mr. Vinod Vazhapulli has been appointed as the Chief Executive Officer (CEO) of the Company with effect from January 16, 2017, with the specific task of focusing on the Card Clothing Division. We are confident that the Company would benefit under the professional management and leadership of Mr. Vinod Vazhapulli.

The detailed information about the Company''s Affairs is provided under the Management Discussion and Analysis Report in accordance with the requirements under Regulation 34 (2) (e) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 (the "Listing Regulations").

05. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Meetings of the Board of Directors held during the vear2016-17:

During the year under review, five (5) meetings of the Board of Directors took place, details of which have been provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the two meetings did not exceed 120 days in accordance with the provisions of the Companies Act, 2013.

b) Declaration bv Independent Directors:

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Independent Directors are not liable to retire by rotation as per Section 152 of the Companies Act, 2013.

c) Changes in the Board of Directors during the year 2016-17:

The following changes have taken place in the Board of Directors of the Company during the year 2016-17:

- Mr. Mehul K. Trivedi resigned as the Managing Director of the Company with effect from January 16,2017. however, he continues to be the Non-Independent Non-Executive Director of the Company.

- Other than change in designation of Mr. Mehul K. Trivedi from the position of Managing Director of the Company to Non- Executive Director of the Company, there was no change in the Board of Directors of the Company.

Mr. Mehul K. Trivedi (DIN: 00030481) is liable to retire by rotation at the ensuing Annual General Meeting.

The brief profile of Mr. Mehul K. Trivedi seeking re-appointment at the ensuing Annual General Meeting, as a Director liable to retire by rotation has been included in the notice convening the ensuing Annual General Meeting.

d) Details of Key Managerial Personnel other than Managing Director:

- The Board in its meeting held on December 7, 2016, appointed Mr. Vinod Vazhapulli as Chief Executive Officer (whole time Key Managerial Personnel) and Manager with effect from January 16,2017, underthe provisions of the Companies Act, 2013.

- Other than appointment of Mr. Vinod Vazhapulli as Manager (Whole time Key Managerial Personnel) and designated as ''Chief Executive Officer1 under the provisions of the Companies Act, 2013, there was no change in the Key Managerial Personnel of the Company.

06. DIVIDEND:

The Company has earned net profit of Rs.1, 267.59 Lakhs during the financial year 2016-17. This was mainly on account of profit on sale of 2nd floor of IT Park at Pimpri, Pune. The Company has already distributed a Special

Interim Dividend for the financial year 2016-17 @ Rs. 10/- per Equity Share of face value of Rs.10/- each, i.e. 100%. Given the Company''s policy to maintain a stable dividend, the Board of Directors, in its meeting held on May 26, 2017, has recommended, subject to approval of the Members of the Company, a dividend of Rs. 21- per Equity Share of Face Value of Rs. 10/- each, i.e. 20% for the year ended March 31, 2017 to be paid out of the profits of the Company.

No amount was transferred to Reserves for the year under review.

07. SUBSIDIARY COMPANIES AND THEIR PERFORMANCE I FINANCIAL POSITION:

In accordance with Section 129 (3) of the Companies Act, 2013 and Accounting Standard (AS) 21, the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries, which forms part of this Annual Report.

The Company does not have any material subsidiary whose net worth exceeds 20 percent of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20 percent of the consolidated income of the Company and its subsidiaries during the previous financial year. However, the Company has prepared a policy for determining material subsidiaries which is uploaded on the Company''s website and can be accessed vide web link:

http://www.cardindia.com/content/pdf/Policy_on_Material_Subsidiaries.pdf

The Statement in form AOC-1 containing salient features of the financial statements of Company''s Subsidiaries is attached to the financial statements of the Company. The brief details about the performance and financial position of the subsidiaries of the Company are given below:

a) ICC International Agencies Ltd.:

ICC International Agencies Ltd (ICCIAL) recorded a decrease of 0.5 percent in its revenue from Rs. 354.36 Lakhs in the previous year to Rs. 352.43 Lakhs in the financial year 2016-17. The Subsidiary Company recorded loss after tax of Rs. 43.58 Lakhs in the current year against previous year''s loss after tax of Rs. 26.16 Lakhs. The reduced revenue and the after tax loss incurred was due to the difficult trading conditions in the textile industry within India leading to many customers postponing or cancelling capital equipment purchases. The global slowdown in the textile industry also contributed to reduced revenue.

b) Garnett Wire Ltd.. UK:

Garnett Wire Ltd, a U.K. Company, in which your Company holds 60 percent of the issued share capital, recorded reduction of 9.4 percent in its revenue from £1,255,011 (equivalent to Rs. 1,180 Lakhs) to £1,137,224 (equivalent to Rs. 1,000.64 Lakhs). Thelossaftertaxwas£18,988(equivalent to Rs. 16.70 Lakhs) as against a profit of £884,739 (equivalent to Rs. 831.57 Lakhs) in the previous year. The subsidiary incurred a loss during the year under review mainly due to the expenses incurred to move its operation to a rented facility post sale of its owned premises in the previous financial year.

c) Shivrai Sugar and Allied Products Pvt. Ltd.:

Shivraj Sugar and Allied Products Pvt. Ltd. is yet to commence the operations.

08. AUDIT COMMITTEE:

Pursuant to the provisions of Sections 177 (8) of the Companies Act, 2013, read with Rule 6 and 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Audit Committee consists of the following Members:

Sr. No.

Name

Designation

1)

Mr. Jyoteendra M. Kothari

Chairman (Independent Director)

2)

Mr. Hemraj C. Asher

Member (Independent Director)

3)

Mr. SudhirA. Merchant

Member (Independent Director)

The above composition of the Audit Committee consists of Independent Directors only.

All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company.

09. VIGIL MECHANISM:

The Company has adopted Vigil Mechanism, details of which have been provided in the Corporate Governance

Report and also posted on the website of the Company at:

http://www.cardindia.com/content/fr_investors.htm

10. STATUTORY AUDITORS:

M/s. B.K. Khare & Co., Chartered Accountants (Firm Reg. No. 105102W), have been acting as auditors of the Company since conclusion of 48th Annual General Meeting of the Company held on September 25, 2002. They were reappointed as the statutory auditors of the Company at the Annual General Meeting of the Company held on August 6,2015 for two financial years, i.e., for the financial year 2015-16 and 2016-17. Subsequently, in the Annual General Meeting of the Company held on August 12,2016, their appointment as Statutory Auditors of the Company was ratified by the Members up to the conclusion of this Annual General Meeting. Accordingly, M/s. B.K. Khare & Co., Chartered Accountants, Pune would hold the office of the Statutory Auditors of the Company up to the conclusion of the ensuing Annual General Meeting of the Company.

The Board of Directors of the Company, therefore, in its meeting held on May 26, 2017 has proposed the appointment of M/s. P.G. Bhagwat, Chartered Accountants, Pune (Firm Registration No.: 101118W), on the basis of the recommendation of the Audit Committee, as the Statutory Auditors of the Company for a period of five years commencing from the conclusion of this Annual General Meeting (AGM) till the conclusion of the sixty-eighth AGM of the Company, subject to ratification by the members, if any required as per applicable laws from time to time, at every Annual General Meeting.

It should be noted that M/s. P.G. Bhagwat, Chartered Accounts, Pune were holding the office of the Internal Auditors of the Company for the financial year 2016-17 and years prior to financial year 2016-17.

The Company has received written consent from M/s. P.G. Bhagwat, Chartered Accountants, Pune, stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules made there under. As required under Regulation 33(1 )(d) of the SEBI (LODR) Regulations, 2015. M/s. P.G. Bhagwat, Chartered Accountants, Pune have also confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.

11. AUDITORS'' REPORT:

There are no adverse remarks nor any disclaimer, qualifications or reservations in the Auditors'' Report.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).

12. SECRETARIAL AUDIT REPORT:

S. Anantha & Ved LLP, (LLPIN: AAH8229), Company Secretaries, Mumbai were appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2016-17, as required under Section 204 of the Companies Act, 2013 and the rules made there under.

The Secretarial Audit Report for the financial year2016-17 is enclosed as Annexure - Ato the Board''s Report. There are no adverse remarks nor any disclaimer, qualifications or reservations in the Secretarial Audit Report.

13. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of section 134 (3) (c) and section 134 (5) of the Companies Act, 2013, the Directors confirm that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) 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 at the end of the financial year and of the profit of the company for the year;

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls, which are to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

14. CORPORATE GOVERNANCE:

As per Regulation 34 (3) read with Schedule V of the Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance, is set out separately under Corporate Governance Report.

15. POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION:

The Company has adopted a policy titled as "Nomination & Remuneration Policy'' which interalia includes Company''s policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a Director and criteria for performance evaluation of the Directors.

Pursuant to the Guidance Note issued by the Securities and Exchange Board of India (SEBI) through its circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5,2017 on Board Evaluation required to be carried out by the Companies pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR"), the Board of Directors of your Company, in its meeting held on February 11, 2017, based on the recommendations of the Nomination & Remuneration Committee, approved revision in the criteria for performance evaluation of every director (including the Chairperson, CEO, Independent Directors and Non-Independent Directors) as contained in the said Nomination & Remuneration Policy of the Company ("Revised Criteria for Performance Evaluation").

The Revised Nomination & Remuneration Policy as approved by the Board is uploaded on company''s website at: http://cardindia.com/content/pdf/Nomination_Remuneration_Policy.pdf.

16. PERFORMANCE EVALUATION:

Regulation 4 (2) (f) (ii) (9) read with Regulation 17 (10) of the Listing Regulations mandates that the Board shall monitor and review the Board evaluation framework and shall carry out performance evaluation of the Independent Directors. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Performance Evaluation of the Directors, the Board and its Committees was accordingly carried out based on the revised criteria for Performance Evaluation approved by the Nomination & Remuneration Committee and approved by the Board of Directors. Further details in respect of the criteria of evaluation have been provided in the Corporate Governance Report.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. Your directors express their satisfaction with the evaluation process.

17. PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5 (2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Details of Top 10 employees together with the remuneration drawn by them are enclosed as Annexure- B.

None of the employees has drawn remuneration more than the limit prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and none of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company. Hence, the requirement of disclosure under Section 197 (12) of the Companies Act, 2013 is not applicable.

18. PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES:

a) The ratio of the remuneration of each director to the median employee''s remuneration forthe financial year and such other details as prescribed is as given below:

Mr. Mehul K. Trivedi resigned from the position of Managing Director of the Company with effect from January 16, 2017. As a result, the Company did not have any Executive Director on its roll who received the remuneration for the entire financial year 2016-17. Therefore, the remuneration received by Mr. Mehul Trivedi as Managing Director of the Company for part of the year is not comparable with the remuneration of other employees and hence the ratio required above cannot be arrived at.

b) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Name

vo increase

Mr. Mehul Trivedi (Director - erstwhile Managing Director)

Resigned from the position of Managing Director with effect from January 16, 2017 and continues as Non-Executive Director of the Company. Hence, there is no increase in his remuneration.

Mr. Vinod Vazhapulli (Chief Executive Officer)

Joined the services of the Company with effect from

January 16, 2017. Hence, there is no increase in his remuneration.

Mr. K.N. Suvarna (Chief Financial Officer)

10.67%

Mr. Amogh Barve (Company Secretary)

24.37%

c) The percentage increase in the median remuneration of employees in the financial year: NIL

d) The number of permanent employees on the rolls of company as on March 31, 2017:336

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

During the year under review, there was no increase in the average remuneration of employees other than the managerial personnel. Further, there was no increase in the average managerial remuneration during the year.

f) The remuneration has been paid to all the employees of the Company as per the Nomination & Remuneration Policy of the Company.

19. PARTICULARS OF CONTRACTS OF ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

All the transactions with related parties are in the ordinary course of business and on arm''s length basis; and therefore, disclosure in fromAOC-2 is not required.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at http://www.cardindia.com/content/fr_abus.htm

20. DEPOSITS:

During the year 2016-17, the Company did not accept any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year under review, no loans or guarantees were given or investments were made pursuant to provisions of Section 186 of the Companies Act, 2013.

22. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is giving due consideration to the conservation of energy and all efforts are being made to properly utilize the energy resources.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - C to the Board''s Report.

24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company operates in ERP environment and has implemented the Oracle System for the purpose of "Internal Financial Controls" within the meaning of the explanation to Section 134 (5) (e) of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014. The Company has laid down internal financial controls, which are adequate and were operating effectively and the Board of Directors has adopted necessary internal control policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Board of Directors is of the opinion that for the year ended March 31, 2017 the Company has sound internal financial controls commensurate with the nature and size of the business operations of the Company.

25. RISK MANAGEMENT:

The Company has in place Risk Management System which takes care of risk identification, assessment and mitigation. The Company has a 2 tier structure consisting of Risk Steering Committee and Risk Council to monitor and mitigate the risks of the Company. There are no risks which in the opinion of the Board threaten the existence of the Company. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming part of the Board''s Report

26. EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 prepared in form MGT 9 is annexed herewith as Annexure - D to the Board''s Report.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company has constituted CSR Committee considering the requirements of the Companies Act, 2013. Details regarding constitution of the Committee and its meeting(s) have been provided in the Corporate Governance Report.

Considering the threshold requirements specified under section 135 (1) of the Companies Act, 2013, the Company was not liable for CSR spend as specified under section 135 (5) of the Companies Act, 2013 forthe financial year 2016-17 and has not spent any amount on CSR activities during the financial year 2016-17.

28. POLICY ON PREVENTION OF SEXUAL HARASSMENT:

The Company has in place Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered underthis policy.

During the year 2016-17, no complaints were received regarding sexual harassment.

29. DISCLOSURE UNDER SECTION 134 (3) (I) OF THE COMPANIES ACT, 2013:

Except as stated above and disclosed elsewhere In this report, no material changes and commitments have occurred between the end of the financial year of the Company and date of this report which can affect the financial position of the Company.

30. APPRECIATION:

Your Directors place on record their sincere thanks and appreciation for the continued support and confidence extended by Central and State Governments, Bankers, Customers, Suppliers and Shareholders. Your Board would like to record its sincere appreciation to the employees for the dedicated efforts and contribution in playing a significant part in the Company''s operations.

For and on behalf of the Board of Directors

Prashant K. Trivedi

Chairman

(DIN: 00167782)

Place: Mumbai-India

Date: May 26,2017


Mar 31, 2016

BOARD''S REPORT

To,

The Members,

The Indian Card Clothing Company Limited

The Directors take pleasure in presenting their 62nd Annual Report on the business and operations of the Company together with Audited Financial Statements for the year ended 31st March, 2016.

01. FINANCIAL RESULTS: (Rs. Lac)

Particulars

Financial Year

2015-16

2014-15

Sales and Servicing

5,760.93

5,854.08

Other Income

2,849.99

1,251.58

Total Income

8,610.92

7,105.66

Profit before Interest, Depreciation and Tax

2,494.52

658.35

Finance Cost

(80.73)

(111.92)

Depreciation

(740.21)

(1,011.68)

Exceptional items

-

-

Profit / (Loss) before Tax

1,673.58

(465.25)

Provision for Tax

(313.36)

82.45

Profit / (Loss) after Tax

1,360.21

(382.80)

Sales Analysis

Metallic card clothing

4,144.47

3,990.86

Woolen card clothing

613.21

922.41

Exports

1,456.74

1,433.02

02. PERFORMANCE REVIEW

During the year under review, the Company earned a total revenue of Rs.8,610.92 Lacs as against Rs.7,105.66 Lacs in the Previous Year. The net profit after tax earned by the Company for the financial year 2015-16 has been Rs. 1,360.21 Lacs against the loss after tax of Rs.382.80 Lacs for the financial year 2014-15.

Operations Highlights:

A) Manufacturing:

- During the year under review, the entire range of Metallic Card Clothing was manufactured only at the Nalagarh plant.

- Sale of Metallic Card Clothing from Nalagarh plant increased from Rs. 2,609.26 Lacs to Rs. 3,217.17 Lacs during the financial year 2015-16.

- Development of setting and grinding operations for Tops was commenced at the Nalagarh plant during the year under review. Sale of Tops in the year under review from Nalagarh plant was Rs. 82.53 Lacs.

- In order to strengthen the operational efficiency and reduce cost of operations, existing policies and procedures of the Company were reviewed and modified and new processes were implemented during the financial year 2015-16.

- Tops Height Measuring Device (THM), a new innovation by the Company during the financial year 2015-16 was introduced in the domestic and overseas market for which a patent application has made.

B) Realty:

- During the year under review, your Company successfully completed sale transaction of 1st floor of the ICC Devi Gaurav Technology Park, Pimpri, Pune.

- Entire commercial building at Powai, Mumbai and the remaining floor of the IT park at Pimpri, Pune were fully occupied during the financial year 2015-16.

03. SHARE CAPITAL:

The paid up share capital of the Company as on March 31, 2016 was Rs. 455.11 Lacs. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock option or sweat equity. As on March 31, 2016, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

04. STATE OF COMPANY''S AFFAIRS :

Though the card clothing segment has incurred losses for the financial year ended March 31, 2016, efforts have been made by the Management Team to improve operational efficiency and reduce costs. The card clothing segment incurred certain non-recurring costs in the period under review which masked the improvements in the cost of operation of the segment.

Your directors are positive and confident that the same drive to reduce costs and improving operational efficiency would continue in the coming years. Your directors are also optimistic about better performance in improving sales of the Company in the coming years through improvements in processes and the deployment of appropriate resources which will substantially contribute to the profitability of the Company.

The detailed information about the Company''s Affairs is provided under the Management Discussion and Analysis Report in accordance with the requirements under Regulation 34 (2) (e) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 (the "Listing Regulations”)

05. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Meetings of the Board of Directors held during the financial year 2015-16:

During the year under review, six (6) meetings of the Board of Directors took place details of which have been provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the two meetings did not exceed 120 days in accordance with the provisions of the Companies Act, 2013.

b) Declaration by Independent Directors:

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Independent Directors are not liable to retire by rotation as per Section 152 of the Companies Act, 2013.

c) Changes in the Board of Directors during the financial year 2015-16:

The following changes have taken place in the Board of Directors of the Company during the financial year 2015-16:

i) At the 61st Annual General Meeting held on August 6, 2015, Mrs. Sangeeta Pandit, who was appointed as an additional director of the Company on November 12, 2014, was appointed as an Independent Director of the Company to hold the office upto 11th November, 2019.

ii) No Director of the Company resigned during the year.

iii) Approval of members was obtained at the 61st Annual General of the Company held on August 6, 2015 for re-appointment of Mr. Mehul Trivedi as a Managing Director for the period of three years with effect from 1st October, 2014.

Mr. Prashant Trivedi (DIN: 00167782) is liable to retire by rotation at the ensuing Annual General Meeting.

The brief profile of Mr. Prashant Trivedi seeking re-appointment at the ensuing Annual General Meeting, as a Director liable to retire by rotation has been included in the notice convening the ensuing Annual General Meeting.

d) Detail of Key Managerial Personnel other than Managing Director:

There has been no change in Key Managerial Personnel during the financial year 2015-16.

06. DIVIDEND

The Board of Directors in its meeting held on May 19, 2016 declared Special Dividend of Rs. 12/- per equity share of face value of Rs. 10/- each which was paid as Interim Dividend for the financial year 2015-16.

Further to the Special Dividend, your Directors have recommended, subject to approval of the members of the Company, a final dividend of Rs. 2.50/- per equity share of face value of Rs.10/- each for the Financial year ended March 31, 2016 to be paid out of the profits of the Company.

No amount was transferred to Reserves for the year under review.

07. SUBSIDIARY COMPANIES AND THEIR PERFORMANCE / FINANCIAL POSITION:

In accordance with Section 129 (3) of the Companies Act, 2013 and Accounting Standard (AS) 21, the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries, which forms part of this Annual Report.

The Company does not have any material subsidiary whose net worth exceeds 20 percent of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20 percent of the consolidated income of the Company and its subsidiaries during the previous financial year. However, the Company has prepared a policy for determining material subsidiaries which is uploaded on the Company''s website and can be accessed vide weblink :

http://www.cardindia.com/content/pdf/Policy_on_Material_Subsidiaries.pdf

The Statement in form AOC-1 containing salient features of the financial statements of Company''s Subsidiaries is attached to the financial statements of the Company. The brief details about the performance and financial position of the subsidiaries of the Company are given below:

a) ICC International Agencies Ltd.:

ICC International Agencies Ltd (ICCIAL) recorded a decrease of 36.25 percent in revenue from Rs. 555.89 Lacs in the previous year to Rs. 354.36 Lacs in the financial year 2015-16. The reduced revenue was due to the termination of an agency agreement with one principal whose business was taken over by its competitor and the global economic slowdown in the textile industry. The Subsidiary Company recorded loss after tax of Rs. 26.16 Lacs in the current year against previous year''s profit after tax of Rs. 103.13 Lacs.

b) Garnett Wire Ltd., UK:

Garnett Wire Ltd, a U.K. Company, in which your Company holds 60 percent of the issued share capital, recorded reduction of 1.13 percent in its revenue from £1,269,333 (equivalent to Rs. 1,224.84 Lacs) to £1,255,011 (equivalent to Rs. 1,180 Lacs). The profit after tax was £884,739 (equivalent to Rs. 831.57 Lacs) as against a profit of £31,957 (equivalent to Rs. 30.84 Lacs) in the previous year. The improvement in the subsidiary''s performance was primarily due to the sale of its premises. Garnett Wire Ltd. proposes to move its operations to a more modern rented facility. The subsidiary has paid dividend of £2.42857 per equity shares for the financial year ended March 31, 2016.

c) Shivraj Sugar and Allied Products Pvt. Ltd.:

Shivraj Sugar and Allied Products Pvt. Ltd. is yet to commence the operations.

08. AUDIT COMMITTEE

Pursuant to the provisions of Sections 177 (8) of the Companies Act, 2013, read with Rule 6 and 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Audit Committee consists of the following Members:

Sr. No.

Name

Designation

1)

Mr. J. M. Kothary

Chairman (Independent Director)

2)

Mr. H. C. Asher

Member (Independent Director)

3)

Mr. Sudhir Merchant

Member (Independent Director)

The above composition of the Audit Committee consists of Independent Directors only.

All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company.

09. VIGIL MECHANISM:

The Company has adopted Vigil Mechanism, details of which have been provided in the Corporate Governance Report and also posted on the website of the Company at:

http://www.cardindia.com/content/fr_investors.htm

10. STATUTORY AUDITORS

At the 61st Annual General Meeting, M/s. B.K. Khare & Co., Chartered Accountants, Pune (Firm Reg. No. 105102W) were re-appointed as the Statutory Auditors for the financial year 2015-16 and, subject to ratification by the members at the ensuing Annual General Meeting, for the financial year 2016-17.

The Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if ratified, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued there under. As required under Regulation 33(1)(d) of the SEBI (LODR) Regulations, 2015, M/s. B.K. Khare & Co., Chartered Accountants, Pune, have also confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.

Your Directors propose that their appointment as Statutory Auditors of the Company for the financial year 2016-17 be ratified by the members at the ensuing Annual General Meeting.

11. AUDITORS'' REPORT:

There are no adverse remarks nor any disclaimer, qualifications or reservations in the Auditors'' Report.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).

12. SECRETARIAL AUDIT REPORT

Mr. S. Anantha Rama Subramanian, Proprietor of M/s. S. Anantha & Co., Practicing Company Secretaries, Mumbai was appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and rules made there under.

The Secretarial Audit report for the financial year 2015-16 is enclosed as Annexure - A to the Board''s Report.

There are no adverse remarks nor any disclaimer, qualifications or reservations in the Secretarial Audit Report.

13. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of section 134 (3) (c) and section 134 (5) of the Companies Act, 2013, the Directors Confirm that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) 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 at the end of the financial year and of the Profit of the company for the year;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls, which are to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

14. CORPORATE GOVERNANCE:

As per Regulation 34 (3) read with Schedule V of the Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance, is set out separately under Corporate Governance Report.

15. POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION

The Company has adopted a policy titled as “Nomination & Remuneration Policy” which interlaid includes Company''s policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors.

The Nomination & Remuneration Policy as approved by the Board is uploaded on company''s website at: http://cardindia.com/content/pdf/nomination_Remuneration_Policy.pdf.

16. PERFORMANCE EVALUATION:

Regulation 4 (2) (f) (ii) (9) read with Regulation 17 (10) of the Listing Regulations mandates that the Board shall monitor and review the Board evaluation framework and shall carry out performance evaluation of the Independent Directors. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Performance Evaluation of the Directors, the Board and its Committees was carried out based on the criteria/manner approved by the Nomination & Remuneration Committee and approved by the Board of Directors. Further details in respect of the criteria of evaluation has been provided in the Corporate Governance Report.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. Your directors express their satisfaction with the evaluation process.

17. PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5 (2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

None of the employees has drawn remuneration more than the limit prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and none of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company. Hence, the requirement of disclosure under Section 197 (12) of the Companies Act, 2013 is not applicable.

18. PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES :

a) The ratio of the remuneration of each director to the median employee''s remuneration for the financial year and such other details as prescribed is as given below:

Name of the Director

Ratio

Mehul K. Trivedi (Managing Director)

11.52 : 1

Being Managing Director, no sitting fees were paid to him.

b) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Name

% Increase

Mr. Mehul K. Trivedi (Managing Director)

10.30%

Mr. K.N. Suvarna (Chief Financial Officer)

Nil

Mr. Amogh Barve (Company Secretary)

Nil

c) The percentage increase in the median remuneration of employees in the financial year: 10.03 percent.

d) The number of permanent employees on the rolls of company as on 31st March, 2016 : 317

e) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

The average annual increase in the salaries of employees other than the managerial personnel was 3.70 percent. Managerial remuneration increased by 10.30 percent during the year. There was no exceptional increase in the managerial remuneration.

f) The remuneration has been paid to all the employees of the Company as per the Nomination & Remuneration Policy of the Company.

19. PARTICULARS OF CONTRACTS OF ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

All the transactions with related parties are in the ordinary course of business and on arm''s length basis; and therefore, disclosure in from AOC-2 is not required.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at http://www.cardindia.com/content/fr_abus.htm

20. DEPOSITS:

During the year 2015-16, the Company did not accept any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year under review, no loans or guarantees were given or investments were made pursuant to provisions of Section 186 of the Companies Act, 2013.

22. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is giving due consideration to the conservation of energy and all efforts are being made to properly utilize the energy resources.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - B to the Board''s Report.

24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company operates in ERP environment and has implemented the Oracle System for the purpose of “Internal Financial Controls” within the meaning of the explanation to Section 134 (5) (e) of the Companies Act, 2013. read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014. The Company has laid down internal financial controls, which are adequate and were operating effectively and the Board of Directors has adopted necessary internal control policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Board of Directors is of the opinion that for the year ended March 31, 2016 the Company has sound internal financial controls commensurate with the nature and size of the business operations of the Company.

25. RISK MANAGEMENT:

Pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the constitution of Risk Management Committee is mandatory for only top 100 listed Companies. The Company had, however, voluntarily formed Risk Management Committee to ensure that adequate systems and processes for Risk Management are implemented in the Company. The Company has a two tier structure consisting of Risk Steering Committee and Risk Council to monitor and mitigate the risks of the Company. After satisfying itself about the adequacy of systems and processes implemented in the Company for Risk Management, the Board of Directors of the Company dissolved the Risk Management Committee in its meeting held on February 12, 2016.

The Company has in place Risk Management System which takes care of risk identification, assessment and mitigation. There are no risks which in the opinion of the Board threaten the existence of the Company. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming part of this Board''s Report

26. EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 prepared in form MGT 9 is annexed herewith as Annexure - C to the Board''s Report.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company has constituted CSR Committee considering the requirements of the Companies Act, 2013. Details regarding constitution of the Committee and its meetings have been provided in the Corporate Governance Report.

Considering the threshold requirements specified under section 135 (1) of the Companies Act, 2013, the Company was not eligible for CSR spend as specified under section 135 (5) of the Companies Act, 2013 for the financial year 2015-16 and has not spent any amount on CSR activities during the financial year 2015-16.

28. POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has in place Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2015-16, no complaints were received regarding sexual harassment.

29. DISCLOSURE UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013

The Company has sold 2nd floor of the ICC Devi Gaurav Technology Park, Pimpri, Pune admeasuring 47,867 Sq. Ft. on April 30, 2016 for a consideration of Rs. 21 Crores. Except as stated above and disclosed elsewhere in this report, no material changes and commitments have occurred between the end of the financial year of the Company and date of this report which can affect the financial position of the Company.

30. APPRECIATION:

Your Directors place on record their sincere thanks and appreciation for the confidence reposed and continued support extended by Central and State Governments, Bankers, Customers, Suppliers and Shareholders. Your Board would like to place on record its sincere appreciation to the employees for the dedicated efforts and contribution in playing a very significant part in the Company''s operations.

For and on behalf of the Board of Directors

Prashant K. Trivedi

Place : United Kingdom Chairman

Date : July 1, 2016 (DIN : 00167782)


Mar 31, 2013

The Directors have pleasure in presenting the Company''s Balance Sheet as at 31st March, 2013, together with the Profit and Loss Account for the year ended on that date.

(Rupees in Lac)

Financial Results Year Ended Year Ended 31-03-2013 31-03-2012

Sales and Other Income 6546.85 7249.87

Profit before Interest, Depreciation and Tax 1367.30 2031.24

Finance cost (111.33) (123.15)

Depreciation (538.13) (528.86)

Profit Before Tax 766.76 1379.23

Exceptional items (48.92) 151.89

Provision for Tax (254.51) (407.36)

Profit(loss) after Tax 463.33 1123.76

Operations-Highlights

Your Company''s Sales and Servicing Income for the year was Rs.5066.94 lac as compared to Rs.5021.89 lac in 2011-12.

Sale of metallic card clothing increased by 2.6% during the year to Rs.3755.96 lac from Rs.3661.35 lac in the previous year. Demand for metallic card clothing was, however, constrained because of difficult trading conditions in Tamil Nadu and Andhra Pradesh, which faced severe power and labour shortage. Sale of woollen card clothing increased by 14.2% during the year to Rs.597.52 lac from Rs.523.25 lac in the previous year due to improved trading conditions in the carpet market and direct sales in the regenerated fibre market. Exports decreased by 22.3% to Rs. 1152.70 lac during the year from Rs. 1484.31 lac in the previous year due to lower demand from your Company''s key export markets on account of the recession in Europe.

New Manufacturing Facility at Nalagarh, Himachal Pradesh

Accura carriers, woollen metallic and some range of metallic card clothing is now being manufactured at the Nalagarh factory. Higher range of metallic card clothing are under development. Dispatch of metallic card clothing from Nalagarh factory was higher during the year.

Realty

18,111 sq. ft. comprising part of premises on the ground floor of the IT Park building in Pimpri constructed in 2009-10 year was sold during the year. Currently out of 95,688 sq. ft. owned by your Company, only 27, 621 sq. ft. remains unoccupied. During the year, the entire commercial building at Powai, Mumbai was fully occupied.

Dividend

Your Directors recommend final dividend of 35% for the year ended 31st March, 2013 (35% final and 100% Special Interim Dividend for the year ended 31st March, 2012).

Subsidiary Companies

ICC International Agencies Ltd.(ICCIAL) recorded decrease in income of 33.4% from Rs.458.53 lac in the previous year to Rs.305.56 lac in the current year. Indenting commission declined during the year due to severe downturn in textile industry caused by global economic slowdown, which constrained capital equipment purchases by garments, home furnishing and industrial fabric manufacturers. As a result, the subsidiary company recorded loss after tax of Rs. 139.42 lac in the current year against previous year''s profit after tax of Rs.57.98 lac. ICCIAL did not declare dividend for the year (50% in the previous year).

Garnett Wire Ltd.(GWL), a U.K. Company, in which your Company has 60% of the issued share capital, recorded decrease in turnover of 16.8% from £ 1,356,460 to £ 1,128,063 resulting in loss after tax of £ 18,291/-against a profit of £45,514/- in the previous year due to a continuing recession in its key markets in Europe.

M/S. Shivraj Sugar and Allied Products Pvt. Ltd., subsidiary of the Company, has not started operations as yet.

Directors

The present Directors who were appointed for a period of three years under Article 115 at the 56th Annual General Meeting held on 9th August, 2010 will retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that to the best of their knowledge and belief and according to the information and explanations made available to them:

1. in the preparation of the annual accounts, the applicable Accounting Standards have been followed;

2. appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made 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, 2013 and of the profit of the Company for the year 1st April, 2012 to 31st March, 2013;

3. 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;

4. the annual accounts have been prepared on a going concern basis.

Corporate Governance

Your Company has complied with the guidelines on Corporate Governance under the Listing Agreement and a certificate from the Auditors of the Company as well as detailed report on Corporate Governance, approved by the Board of Directors of the Company is annexed to this report. A Management Discussion and Analysis Report also accompanies this Report.

Technology Absorption, Research And Development

Your Company continues to satisfy the requirements of ISO 9001:2008 as certified by Bureau Veritas Quality International (BVQI) for Metallic and Flexible Card Clothing and Accura Fixed Flats for Pimpri and Nalagarh factories. The certificate was renewed in November, 2011 for a further period of three years. In-house Research and Development Centre in metallic card clothing and card wire continued to make a contribution to the development of newer and improved products and processes.

Information regarding technology absorption is given in Annexure I and forms part of the report.

Foreign Exchange Earnings And Out-Go

Total foreign exchange earnings Rs. 1155.57 lac

Total foreign exchange out-go Rs.2115.44 lac

Industrial Relations

Industrial relations in the Company continued to be cordial during the year under review. Your Directors look forward to continuing participation of employees in the Company''s efforts to increase productivity and maintain the high quality of its products.

Particulars Of Employees

With Notification No.289(E) dated 31st March, 2011 increasing limit to Rs.5 lac per month, information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is not applicable.

Conservation Of Energy

Energy saving starters for dust extraction plants and energy saving units for some window air-conditioners installed during the year will result in saving of energy in future. Maintenance of power factor at unity continued to entitle the Company to rebate in energy bill.

Auditors

M/s B.K. Khare & Co., the present auditors of the Company, have signified their consent to continue in office.

For and On Behalf of the Board of Directors

PRASHANT K TRIVEDI

Mumbai, 15th May, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Company's Balance Sheet as at 31 st March, 2012, together with the Profit and Loss Account for the year ended on that date.

Financial Results (Rupees in Lac)

Year Ended Year Ended

31-03-2012 31-03-2011

Sales and Other Income 7459.31 5902.68

Profit before Interest, Depreciation and Tax 2,183.13 946.64

Finance cost 123.15 141.10

Depreciation 528.86 547.46

Profit Before Tax 1531.12 258.08

Provision for Tax 407.36 34.17

Profit(loss) after Tax 1123.76 223.91

Operations-highlights

Your Company's Sales and Servicing Income for the year was Rs.5021.89 lac as compared to Rs.4968.35 lac in 2010-11.

Sale of metallic card clothing decreased by 1% during the year to Rs.3661.35 lac from Rs.3699.71 lac in the previous year. Demand for metallic card clothing was constrained because of low levels of activity in the textile spinning industry in India since many mills reduced production of yarn as it became un-remunerative to convert cotton procured at higher prices into yarn which was trading in the international market at prices lower than the cost of cotton. Sale of woollen card clothing increased by 8.8% during the year to Rs.523.25 lac from Rs.480.87 lac in the previous year due to improvement in procurement of input material. Exports increased significantly by 36.6% to Rs.1484.31 lac during the year from Rs.1086.93 lac in the previous year due to higher exports to Indonesia and Bangladesh.

New Manufacturing Facility at Nalagarh, Himachal Pradesh

Accura carriers and woollen metallic is now made in Nalagarh factory. Various ranges of metallic card clothing are under development, though dispatch of metallic card clothing from Nalagarh factory was limited during the year.

Realty

One floor of the IT Park building in Pimpri constructed in 2009-10 year, was sold to Tata BSS Ltd and another floor was fully let out during the year. Part of premises on the ground floor has been agreed to be sold and balance one floor remains to be un-occupied at the IT Park. During the year, the entire commercial building at Powai, Mumbai was fully occupied.

Dividend

Your Directors recommend final dividend of 35% for the year ended 31st March, 2012 in addition to Special Interim dividend of 100% (30% for the year ended 31 st March, 2011).

Subsidiary Companies

ICC International Agencies Ltd.(ICCIAL) recorded increase in income of 22% from Rs.376.06 lac in the previous year to Rs.458.53 lac in the current year. The subsidiary company recorded profit after tax of Rs.57.98 lac in the current year against previous year's profit after tax of Rs.50.00 lac. A higher profit after tax was mainly on account of higher agency income. ICCIAL declared 50% dividend for the year (100% in the previous year).

Garnett Wire Ltd.(GWL), a U.K. Company, in which your Company has 60% of the issued share capital, recorded higher turnover of 22% from PDS 1111,145 to PDS 1356,460 resulting in profit after tax at PDS 45,433/- against PDS 8,716/- in the previous year. Higher turnover for the year was on account of higher sales of wire.

M/S. Shivraj Sugar and Allied Products Pvt. Ltd., subsidiary of the Company, has not started operations as yet.

Directors

The present Directors who were appointed for a period of three years under Article 115 at the 56th Annual General Meeting held on 9th August. 2010 will continue to hold office.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that to the best of their knowledge and belief and according to the information and explanations made available to them:

1. in the preparation of the annual accounts, the applicable Accounting Standards have been followed;

2. appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2012 and of the profit of the Company for the year 1 st April, 2011 to 31st March, 2012;

3. 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;

4. the annual accounts have been prepared on a going concern basis.

Corporate Governance

Your Company has complied with the guidelines on Corporate Governance under the Listing Agreement and a certificate from the Auditors of the Company as well as detailed report on Corporate Governance, approved by the Board of Directors of the Company is annexed to this report. A Management Discussion and Analysis Report also accompanies Report.

Technology Absorption, Research And Development

Your Company continues to satisfy the requirements of ISO 9001:2008 as certified by Bureau Veritas Quality International (BVQI) for Metallic and Flexible Card Clothing and Accrual Fixed Flats for Pimpri and Nalagarh factories. The certificate was renewed in November, 2011 for a further period of three years. In- house Research and Development Centre in metallic card clothing and card wire continued to make a contribution to the development of newer and improved products and processes.

Information regarding technology absorption is given in Annexure I and forms part of the report.

Foreign Exchange Earnings And Out-go

Total foreign exchange earnings Rs.1518.99 lac

Total foreign exchange out-go Rs.908.38 lac

Industrial Relations

Industrial relations in the Company continued to be cordial during the year under review. Your Directors look forward to continuing participation of employees in the Company's efforts to increase productivity and maintain the high quality of its products.

Particulars Of Employees

With Notification No.289(E) dated 31st March, 2011 increasing limit to Rs.5 lac per month, information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is not applicable.

Conservation Of Energy

LED fittings for lighting in open area and energy saving starter for oxygen generator installed during the year resulted in power saving. Maintenance of power factor at unity continued to entitle the Company to rebate in energy bill.

Auditors

M/s B.K. Khare & Co., the present auditors of the Company, have signified their consent to continue in office.

For and On Behalf of the Board of Directors

Mumbai, 25th May, 2012 PRASHANT K. TRIVEDI

Chairman


Mar 31, 2010

The Directors have pleasure in presenting the Companys Balance Sheet as at 31 st March, 2010, together with the Profit and Loss Account for the year ended on that date.

FINANCIAL RESULTS (Rupees in Lac)

Year Ended Year Ended 31-03-2010 31-03-2009

Sales and Other Income 5409.67 4529.64

Profit before Interest, Depreciation and Tax 997.93 492.50

Interest 93.27 22,61

Depreciation 314.91 255,11

Profit Before Tax 589.75 214,78

Provision for Tax 134.87 49.49

Profit(loss) after Tax 454.88 165.29

OPERATIONS-HIGHLIGHTS

Your Companys Sales and Servicing Income for the year was Rs.4658.62 lac as compared to Rs. 3816.77 lac in 2008-09.

Sale of metallic card clothing increased by 33.62% during the year to Rs.3303.56 lac from Rs. 2472.43 lac in the previous year. This reflected the general growth conditions in the textile industry. Sale of woollen card clothing increased by 15.84% during the year to Rs.600.92 lac from Rs. 518.78 lac in the previous year due to higher demand for products manufactured from shoddy yarn. Exports increased by 62.38% to Rs.1069.18 lac during the yearfrom Rs. 658.44 lac in the previous year as situation in overseas markets improved during the year.

New Manufacturing Facility at Nalagarh, Himachal Pradesh

Construction of the main factory building at Nalagarh was completed and production of accura was commissioned in the second quarter of the year. Accura carriers of worth Rs.0.90 lac were dispatched from Nalagarh factory during the current year. Machinery for production of metallic card clothing was commissioned in March, 2010 and dispatch of metallic card clothing from Nalagarh factory has commenced. Tops finishing is scheduled to commence in the fourth quarter of 2010-11.

Realty

Civil construction of the commercial building of IT Park in Pimpri under a Development contract between your Company and Devi Construction Company was completed during the year, although completion certificate from municipal corporation is awaited. The building will be available for letting from the second half of 2010-11.

DIVIDEND

Your Directors recommend final dividend of 30% for the year ended 31 March, 2010 (25% for the year ended 31 March. 2009).

SUBSIDIARY COMPANIES

ICC International Agencies Ltd. recorded decrease in income of 40.58% from Rs.590.81 lac in the previous year to Rs.351.06 lac in the current year. However, the subsidiary company recorded profit after tax of Rs.45.25 lac in the current year against previous years loss after tax of Rs.76.25 lac. Profit after tax was mainly on account of higher commission and service revenue of Rs.249.61 lac in the current year against Rs.173.14 lac in the previous year. ICC International Agencies Limited did not declare dividend for the year (nil in the previous year).

Garnett Wire Ltd.(GWL), a U.K. Company, in which your Company has 60% of the issued share capital, recorded lower turnover of 0,07% from PDS 875,426 to PDS 874,829 resulting in loss after tax at PDS 20,284/- against loss of PDS 2,527/- in the previous year. Loss for the year was on account of adverse market conditions in the UK due to the global downturn, resulting in domestic customers working forfewer hours and making repairs only when absolutely necessary. Higher export sales have been at the expense of lower margins.

M/S. Shivraj Sugar and Allied Products Pvt. Ltd., subsidiary of the Company, has not started operations as yet.

DIRECTORS

The present Directors who were appointed for a period of three years under Article 115 at the 53rd Annual General Meeting held on 11 August, 2007 will retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that to the best of their knowledge and belief and according to the information and explanations made available to them:

1. in the preparation ofthe annual accounts, the applicable Accounting Standards have been followed;

2. appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs ofthe Company as at 31 - March, 2010 and ofthe profit ofthe Company for the year 1 April, 2009 to 31- March, 2010;

3. 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;

4. the annual accounts have been prepared on a going concern basis,

CORPORATE GOVERNANCE

Your Company has complied with the guidelines on Corporate Governance under the Listing Agreement and a certificate from the Auditors of the Company as well as detailed report on Corporate Governance, approved by the Board of Directors ofthe Company is annexed to this report. A Management Discussion and Analysis Report also accompanies Report.

TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT

Your Company continues to satisfy the requirements of ISO 9001 as certified by Bureau Veritas Quality International (BVQI) for Metallic and Flexible Card Clothing and Accura Fixed Fiats. The certificate was renewed in November, 2008 for a further period of three years. In-house Research and Development Centre during its ninth year of operation continued to make a contribution to the development of newer and improved products and processes.

Information regarding technology absorption is given in Annexure I and forms part of the report.

FOREIGN EXCHANGE EARNINGS AND OUT-GO

Total foreign exchange earnings Rs.1094.54 lac

Total foreign exchange out-go Rs.581.95 lac

INDUSTRIAL RELATIONS

Industrial relations in the Company continued to be cordial during the year under review. Your Directors look forward to continuing participation of employees in the Companys efforts to increase productivity and maintain the high quality of its products.

PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is given in Annexure II.

CONSERVATION OF ENERGY

LED fittings for lighting in open area and soft starter for pump in hardening installed during the year resulted in power saving. Maintenance of power factor at unity continued to entitle the Company to rebate in energy bill.

AUDITORS

M/s B.K. Khare & Co., the present auditors ofthe Company, have signified their consent to continue in office.

For and On Behalf of the Board of Directors

K.K.TRIVEDI

Mumbai, 10th May, 2010 Chairman

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