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Directors Report of International Conveyors Ltd.

Mar 31, 2023

Your Directors are pleased to present the Annual Report on the business and operations of your Company for the Financial Year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lacs)
Particulars	31.03.2023	31.03.2022
Revenue from operations	20,835.58	20,507.74
Other Income	1,367.88	1,299.25
Total	22,203.46	21,806.99
Profit/ (Loss) before Exceptional Items and Taxation	3,748.37	2,599.09
Exceptional items- Income / (Loss)	-	-
Profit/ (Loss) before Taxation	3,748.37	2,599.09
Provision for Taxation	813.12	1,038.61
Net Profit/(Loss)	2,935.25	1,560.48
Other Comprehensive Income/ (Loss) (net of tax)	(204.91)	4,818.68
Total Comprehensive Income	2,730.34	6,379.16

2. REVIEW OF PERFORMANCE

During the Financial Year ended March 31, 2023, your Company has achieved a turnover of '' 20,835.58 lacs as compared to '' 20,507.74 lacs recorded during the previous Financial Year ended March 31, 2022 registering a growth of 1.60%. Your Company''s profit before taxation for Financial Year 2022-23 is '' 3,748.37 Lacs against '' 2,599.09 Lacs in the previous Financial Year. The profit before taxation for the Financial Year ended March 31, 2023 reflects a growth of 44.22% over the corresponding profit for the Financial Year ended March 31, 2022.

3. STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK

A report on Company''s affairs and future outlook is given as ''Management Discussion and Analysis Report'' which forms part of this Annual Report.

4. SEGMENT WISE AND PRODUCT WISE PERFORMANCE

The segment wise and product wise performance of your Company is given in the ''Management Discussion and Analysis Report'' which forms part of this Annual Report.

5. DIVIDEND

The Board at its Meeting held on May 30, 2023 has recommended a dividend of '' 1.10 (110%) per equity share of '' 1 each fully paid up, for the financial year ended March 31, 2023. The total payout of aforesaid dividend would be approximately '' 697.17 Lacs. (Previous year '' 675 Lacs).

Pursuant to the Finance Act, 2020 read with the Income-tax Act, 1961, the dividend paid or distributed by a company shall be taxable in the hands of the shareholders w.e.f. April 1, 2020. Accordingly, in compliance with the said provisions, your Company shall make the payment of dividend after necessary deduction of tax at source at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof.

6. PUBLIC DEPOSIT

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year ended March 31, 2023.

7. TRANSFER TO RESERVES

Your Company has transferred '' 5,00,00,000/- (Rupees Five Crores) to General Reserve during the Financial Year ended March 31, 2023.

8. CHANGES IN SHARE CAPITAL

The Authorised Share Capital of your Company stood at '' 1,000 Lacs consisting of 9,80,00,000 equity shares of '' 1 each and 20,000 preference shares of '' 100 each as on March 31, 2023. The paid-up Equity Share Capital of your Company stood at '' 647.08 Lacs as on March 31, 2023 divided into 6,47,08,0 0 0 equity shares of '' 1 each. Paid up Equity Share Capital has been reduced by '' 27.92* Lacs due to extinguishment of 27,92,0 0 0 equity shares bought back during the F.Y. 2022-23.

*A total of 16,07,000 equity shares of '' 1 each were extinguished upto 31.03.2023 and balance 11,85,000 equity shares of '' 1 each were extinguished on 10.04.2023. Hence, total paid up equity share capital has been reduced by 27,92,000 Equity Shares of '' 1 each i.e. by '' 27.92 Lacs.

After closure of Financial Year 2022-23, additional 13,29,000 equity shares were extinguished on 11.05.2023. Hence, as on the date of this Report, total paid up equity share capital stood at '' 633.79 Lacs divided into 6,33,79,000 Equity Shares of '' 1 each.

There was no further issue of Share Capital such as public issue, right issue, bonus issue or preferential issue during the year. Your Company has granted 23,14,967 stock options pursuant to "ICL Employee Stock option Plan 2020" in the Financial Year 2020-21 out of which 4,85,284 and 11,59,683 stock options were surrendered by the employees during the Financial Year 202122 and 2022-23 respectively.

9. BUYBACK OF EQUITY SHARES

The Board of Directors at its Meeting held on September 09, 2022 approved the Buyback of equity shares from its shareholders/ beneficial owners (other than those who are promoters, members of the promoter group or persons in control), from the open market through stock exchange mechanism for an aggregate amount not exceeding '' 2,970 lacs (Maximum Buyback Size) which represented 14.03% and 14.95% of the aggregate of the total paid-up capital and free reserves of your Company based on the latest audited financial statements of your Company as at March 31, 2022 on a standalone and consolidated basis, respectively. The maximum Buybacck Size does not include transaction cost, namely applicable taxes such as Buyback Tax, Securities Transaction Tax, Goods and Service Tax, Stamp Duty, filing fees, advisors fee, brokerage, public announcement expenses and other incidental and related expenses ("Transaction Costs"). The Buyback process commenced on November 03, 2022 and closed on May 03, 2023.

Your Company has bought back 41,21,000 equity shares pursuant to the buyback offer by utilizing a sum of '' 2,311.85 lacs which represents 77.84% of the Maximum Buyback Size. The transaction cost incurred by your Company in the Buyback process was '' 533.36 lacs. Your Company has completed the process of extinguishment of the entire 41,21,000 Equity Shares bought back under the Buyback Process.

10. EMPLOYEES STOCK OPTION PLAN

With a view to motivate the key work force, seeking their contribution to the corporate growth, to create an employee ownership

culture, to attract new talents and to retain them for ensuring sustained growth, your Company has instituted "ICL Employee Stock Option Plan 2020" with the approval of shareholders of the Company. The Nomination & Remuneration Committee monitors your Company''s ESOP scheme.

During the Financial Year 2020-21 the Nomination & Remuneration Committee has given its approval for grant of 23,14,967 options at their meeting held on December 24, 2020 out of which 4,85,284 and 11,59,683 stock options were surrendered by the employees during the Financial Year 2021-22 and 2022-23 respectively. A detailed report with respect to options exercised, lapsed, exercise price, vesting period, etc under "ICL Employee Stock Option Plan 2020" is disclosed on the website at https:// www.iclbelting.com/investors/ under "General Reports" section.

11. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013; the Annual Return of your Company is available at your Company''s website at https://www.iclbelting.com/investors/ under "Shareholder''s Information" section.

12. SUBSIDIARY COMPANIES

During the year under review, no Company became or ceased to be a subsidiary, joint venture or associate of your Company. As on the date of this report, your Company has 3 (Three) wholly owned subsidiaries and 1 (One) step-down subsidiary, the names of which are mentioned herein below:

1. International Belting Limited

2. Conveyor Holdings Pte. Ltd.

3. International Conveyors America Ltd.

4. International Conveyors Australia Pty Ltd. (Subsidiary of Conveyor Holdings Pte. Ltd.)

The Annual Reports of these subsidiaries will be made available for inspection by any member of the Company at the Corporate Office of your Company at 10 Middleton Row, Kolkata-700071, West Bengal between 11:00 A.M. to 1:00 P.M. on any working day upto the date of ensuing AGM and the Annual Reports of aforesaid subsidiaries for the Financial Year ended March 31, 2023, shall be provided to any member of your Company upon receipt of written request. Members may also send an advance request at the email id [email protected]. The Annual Report along with Audited Financial Statements of each of the subsidiaries of your Company are also available on the website of your Company at www.iclbelting.com under "Annual Reports" section.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 (as amended), a statement containing the salient features of Financial Statements of the aforesaid Subsidiaries (including highlights of their performance and contributions to the overall performance of your Company) has been provided in Form AOC-1 which forms part of this Annual Report.

The Audit Committee reviews the consolidated financial statements of your Company and the investments made by it in unlisted subsidiary companies. Details regarding material subsidiary is given in the Corporate Governance Report which forms part of this Annual Report. Your Company has a policy in place for determining ''material subsidiaries'' which is disclosed on its website at the following link:

https://www.iclbelting.com/investors/aserver.php?file=4.%20Policy%20for%20detemining%20Material%20Subsidiary.

pdf

13. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements (CFS) of your Company duly audited by the Statutory Auditors M/s. G. P. Agrawal & Co., Chartered Accountants for the Financial Year ended March 31, 2023, prepared in compliance with the provisions of Indian Accounting Standards (Ind AS) issued by the Institute of Chartered Accountants of India (ICAI) and notified by the Ministry of Corporate Affairs (MCA), Government of India forms part of this Annual Report.

14. LISTING WITH STOCK EXCHANGES

During the year under review, The Calcutta Stock Exchange Limited has given its approval for voluntary delisting of equity shares of your Company w.e.f. April 19, 2022. Your Company is listed with The Bombay Stock Exchange Limited and The National Stock

Exchange of India Limited at the end of the Financial Year 2022-23. There are no arrears in payment of listing fees and the stipulated listing fee for Financial Year 2023-24 has been paid.

15. BOARD OF DIRECTORS, BOARD MEETINGS AND KEY MANAGERIAL PERSONNEL Composition

Your Company''s Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the Articles of Associations of your Company. Your Board has been constituted with requisite diversity, wisdom, expertise and experience commensurate to the scale of operations of your Company. Details of Board composition have been provided in the Corporate Governance Report which forms part of this Annual Report.

Board Meetings

The Board met (5) five times during the Financial Year 2022-23 i.e. on May 27, 2022; August 11, 2022; September 09, 2022; November 14, 2022 and February 13, 2023. Details of Board Meetings held during the Financial Year 2022-23 have been provided in the Corporate Governance Report which forms part of this Annual Report.

Key Managerial Personnel

Shri Rajendra Kumar Dabriwala (DIN-00086658), Managing Director, Shri Ashok Kumar Gulgulia, Chief Financial Officer and Ms. Dipti Sharma, Company Secretary & Compliance Officer are the Key Managerial Personnel (KMP) of your Company in terms of Section 2(51) and Section 203 of the Companies Act, 2013 as on March 31, 2023.

Director seeking appointment/re-appointment

In terms of the Articles of Association of your Company read with Section 152 of the Companies Act, 2013, Shri Surbhit Dabriwala (DIN-0 0 0 8 3 077) retires by rotation and being eligible, offers himself for re-appointment, is proposed to be re-appointed as Director of your Company at the ensuing Annual General Meeting.

Changes in Board Composition

During the year under review, designation of Shri Prasad Sudhakar Deshpande (DIN-09470516) and Ms. Jayanthi Talluri (DIN-09272993) was changed from Additional (Executive) Director to Executive Director and Additional (Non-Executive Independent) Director to Non-Executive Independent Director respectively w.e.f. April 14, 2022 through Postal Ballot.

Shri M. P. Jhunjhunwala (DIN-00567070) has resigned from the office of Independent Director w.e.f. 27.05.2022.

Declaration given by Independent Directors

Your Company has received declarations from the Independent Directors confirming that each of them meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) and 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there is no change in the status of their independence and have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

All the Independent Directors have registered their names with the data bank maintained by the Indian Institute of Corporate Affairs as required under the provisions of Section 150 of the Companies Act, 2013 read with Rule 6(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 as well as the Rules made thereunder and are Independent to the management.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the performance of directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committees.

Committees of the Board

Pursuant to various requirements under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirement)

Regulations, 2015, the Board of Directors has constituted Committees such as:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

Details of all the Committees along with their charters and composition and meetings held during the Financial Year 2022-23 are given in the Corporate Governance Report which forms part of this Annual Report.

The Board had constituted a Committee, namely, Buyback Committee to assist the Board in implementing the share buyback scheme in the best interest of your Company. Details regarding the composition of Buyback Committee and meetings held during the Financial Year 2022-23 is given in the Corporate Governance Report which forms part of this Annual Report.

Other information

Other details pertaining to the Directors, their appointment / cessation during the year under review and their remuneration are given in the Corporate Governance Report which forms part of this Annual Report.

16. 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, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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, 2023 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 have 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 have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

In adherence to section 178(1) of the Companies Act, 2013, the Board of Directors of your Company regularly review the policy on Director''s Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3), based on the recommendations of the Nomination and Remuneration Committee.

As on the date of this Directors Report the Nomination and Remuneration Committee consists of 3 (three) Members i.e.

A. Shri J. S. Vanzara, Chairman

B. Shri Sunit Mehra, Member

C. Shri Udit Sethia, Member

18. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Your Company has in place, an adequate system of internal financial control commensurate with its size, scale and nature of operations ensuring orderly and efficient conduct of its business, including adherence to your Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and preparation

of financial records in a timely and reliable manner. These systems are designed keeping in view the nature of activities carried out at each location and various business operations.

Your Company''s Internal Auditors carries out Internal Audit at all manufacturing locations and offices and the Internal Audit Report is periodically reviewed by the Audit Committee. The Audit Committee reviews the comprehensiveness and effectiveness of the report and provides valuable suggestions and keeps the Board of Directors informed about its major observations from time to time. The Internal Auditors are permanent invitee to the Audit Committee Meetings.

19. RISK MANAGEMENT

Your Company believes that risk resilience is key to achieving higher growth. To this effect, there is a robust process in place to identify key risks across your Company and prioritise relevant action plans to mitigate these risks. Risk Management framework is reviewed periodically which includes discussing the management submissions on risks, prioritising key risks and approving action plans to mitigate such risks.

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 starts with the identification and evaluation process which is followed by optimal use of resources to monitor and minimize the risks. Your Company has in place a Risk Management Policy which is reviewed by the Audit Committee and approved by the Board of Directors of your Company.

20. STATUTORY AUDITORS

In terms of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended), M/s. G. P. Agrawal & Co., Chartered Accountants (Firm Registration No. 302082E), was appointed as Statutory Auditors of your Company, to hold office for a consecutive period of 5 (five) years from the conclusion of the 49th Annual General Meeting held in the year 2022 until the conclusion of the 54th Annual General Meeting of your Company to be held in the year 2027.

M/s. G. P. Agrawal & Co., have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI as required under the provisions of Regulation 33 of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The reports given by the Statutory Auditors on the Standalone and Consolidated Financial Statements of your Company for the Financial Year ended March 31, 2023, forms part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Reports. The Statutory Auditors of your Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

21. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on February 13, 2023 has appointed M/s Rajesh Kumar Shaw & Co., Company Secretaries, 7/1A, Grant Lane, 2nd Floor, Shyam Chamber, Room No 01, Kolkata-700012, West Bengal, as the Secretarial Auditors of your Company to conduct the Secretarial Audit of your Company for the Financial Year ended March 31, 2023 and to submit Secretarial Audit Report thereon.

The Secretarial Audit Report as received from M/s. Rajesh Kumar Shaw & Co., Company Secretaries, in Form MR-3 is annexed with this Board''s Report and marked as Annexure-I and does not contain any qualification, reservation, adverse remark or disclaimer.

Further, pursuant to Securities and Exchange Board of India circular no CIR/CFD/CMD1/27/2019 dated 8th February, 2019, M/s. Rajesh Kumar Shaw & Co., Company Secretaries, 7/1A, Grant Lane, 2nd Floor, Shyam Chamber, Room No 01, Kolkata-700012, West Bengal, has issued Annual Secretarial Compliance Report to your Company, with respect to compliance of all applicable regulations, circulars and guidelines issued by Securities and Exchange Board of India. The said report has been duly submitted to the Bombay Stock Exchange Limited and The National Stock Exchange of India Limited.

22. NON APPLICABILITY OF MAINTENANCE OF COST RECORDS

Maintenance of cost records under section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 is not applicable to your Company as your Company''s export revenue exceeds 75% of its total revenue for the Financial Year ended March 31, 2023.

23. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors have reported to the audit committee, under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against your Company by its officers or employees, the details of which need to be mentioned in the Board''s Report.

24. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has duly complied with applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

25. CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements laid down in SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. In compliance with Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with Schedule V thereto, the Corporate Governance Report of your Company for the Financial Year ended March 31, 2023 along with a Certificate from the Statutory Auditors of your Company confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The details of Credit Rating are given in the said report.

Other disclosures required to be made under the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Companies Act, 2013 and the Rules made thereunder, have been included in the Corporate Governance Report and / or the Financial Statements for the Financial Year ended March 31, 2023 to avoid repetition in this Board''s Report.

26. MATERIAL LITIGATIONS /ORDERS

During the year under review, there were no material orders passed by the Regulators / Courts and no litigation was outstanding as on March 31, 2023, which would impact the going concern status and future operations of your Company. The details of litigation on tax matters are disclosed in the Auditor''s Report and Financial Statements which forms part of this Annual Report. During the year under review, no Corporate Insolvency Resolution application was made or proceeding was initiated, by / against your Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended). Further, no application/ proceeding by / against your Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended) is pending as on March 31, 2023.

27. LOANS, GUARANTEES AND INVESTMENTS

In terms of Section 186 of the Companies Act, 2013 and Rules framed thereunder, details of the Loans given and Investments made by your Company have been disclosed in the notes to the Financial Statements for the Financial Year ended March 31, 2023, which forms part of this Annual Report. Your Company has not given any guarantee or provided any security during the year under review.

28. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given hereunder:

Sl. No	Name		Designation	Remuneration paid in the F.Y. 2022-23	Remuneration paid in the F.Y. 2021-22	% increase in remuneration from previous Financial Year	Ratio of remuneration to Median remuneration of employee
1	Shri Rajendra Kumar Dabriwala		Managing Director	3,13,23,077	2,79,98,077	11.88	79.22:1
2	Shri Prasad Sudhakar Deshpande		Executive Director	65,06,120	12,09,628*	(5.69)	16.45:1
3	Shri Ashok Kumar Gulgu	lia	Chief Financial Officer	21,83,900	22,37,570	(2.40)	5.52:1
4	Ms. Dipti Sharma		Company Secretary & Compliance Officer	5,38,200	3,67,872	46.30	1.36:1

*Shri P. S. Deshpande was appointed as an Additional (Executive) Director w.e.f. 27.01.2022, hence salary mentioned above is for the period 27.01.2022 to 31.03.2022.

Percentage increase in remuneration of each Managing Director, Chief Financial Officer		(CFO), Company Secretary &
Compliance Officer in the Financial Year 2022-23: Shri Rajendra Kumar Dabriwala (Managing Director)	: 11.88%
Shri Prasad Sudhakar Deshpande (Executive Director)	: -5.69%
Shri Ashok Kumar Gulgulia (Chief Financial Officer)	: -2.40%
Ms. Dipti Sharma (Company Secretary & Compliance Officer)	: 46.30%

Percentage increase in median remunerations of employees in the financial year 2022-23 = 11.34%

The number of permanent/total employees on the roll of your Company as on March 31, 2023 = 95

Explanation of the relationship between average increase in remuneration & Company performance:

The average increase in remuneration is as per the policy of retention of talent.

Key parameters for any variable remuneration of directors:

Except Shri Rajendra Kumar Dabriwala, Managing Director and Shri Prasad Sudhakar Deshpande, Executive Director, no Directors have been paid any remuneration as your Company has paid them only sitting fees for attending the Board and Committee Meetings.

Affirmation that remuneration is as per the remuneration policy of your Company:

Your Company affirms that remuneration is as per the remuneration policy of your Company.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Companies Act, 2013, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary at [email protected].

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year ended March 31, 2023, all transactions with the Related Parties as defined under the Companies Act, 2013 read with Rules framed thereunder, were in the ordinary course of business and at arm''s length basis. All Related Party Transactions entered into by your Company had prior approval of the Audit Committee, the Board of Directors and the shareholders of the Company, as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee and the Board have also reviewed the Related Party Transactions on a quarterly basis.

Since all Related Party Transactions entered into by your Company were in the ordinary course of business and also on an arm''s length basis, therefore, details required to be provided in the prescribed Form AOC - 2 are not applicable to your Company. Necessary disclosures required under the Ind AS 24 have been made in Note No. 38(9) of the Notes to the Standalone Financial Statements for the Financial Year ended March 31, 2023.

30. POLICY ON RELATED PARTY TRANSACTIONS

Policy on dealing with Related Party Transactions is available on your Company''s website at - https://www.iclbelting.com/ investors/aserver.php?file=1.%20Amended%20Related%20Party%20Policy.pdf

31. INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, in compliance with Sections 124 and 125 of the Companies Act, 2013 read with Investor Education & Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules'') as amended from time to time, a sum of 57,420/- (Rupees Fifty Seven Thousand Four Hundred and Twenty only) has been deposited into the specified bank account of the IEPF, Government of India, towards unclaimed / unpaid dividend amount for the Financial Year 2014-15.

As per the IEPF Rules, the corresponding equity shares in respect of which Dividend remains unclaimed / unpaid for seven consecutive years or more, are required to be transferred to the Demat Account of the IEPF Authority. During the year under

review, your Company has transferred 3,595 underlying Equity Shares to the Demat Account of the IEPF Authority, in compliance with the aforesaid rules.

32. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

It is the responsibility of the Directors/ Senior Managerial Personnel of your Company to intimate to the Independent Directors about the Company''s strategy, operations, product and service offerings, markets, finance, quality etc. to make Independent Director familiarize with the strategy, operations and functions of your Company.

The details of familiarization programme have been posted in the website of your Company under the link - http://www. iclbelting.com/resources/reports/gnrl/Familarisation%20Programme%20for%20Independent%20Director.pdf .

33. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information relating to energy conservation, technology absorption, foreign exchange earnings and outgo, required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are with this Board''s Report and marked as Annexure-II.

34. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company operates on the belief that an organization should exist to serve a social purpose and enhance the lives of people connected through its business. Your Company has a CSR Policy in place which aims to ensure that your Company continues to operate its business in an economically, socially and environmentally sustainable manner, while recognizing the interests of all its stakeholders. Details of composition of CSR Committee and other relevant details have been provided in the Corporate Governance Report.

A sum of '' 35.51 lacs was spent on various CSR activities (covered hereinafter this report) for the Financial Year ended on March 31, 2023. The Annual Report on CSR activities, in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, containing details of CSR expenditure, details of excess amount paid etc. is appended as Annexure-III to this report.

The complete policy has been uploaded on the website of your Company at https://www.iclbelting.com/investors/ under "CSR" section. There has been no change in the CSR Policy during the year under review.

35. VIGIL MECHANISM/ WHISTLE BLOWER

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, your Company has a Whistle Blower Policy/Vigil Mechanism in place in compliance with the provisions of Section 177 of the Companies Act, 2013 read with regulation 22 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 for the Directors and employees of your Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organisation can be raised. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. The Whistle Blower Policy of your Company is placed on the website of your Company at: http://www.iclbelting.com/resources/ reports/gnrl/Vigil%20Mechanism.pdf.

36. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITON & REDRESSAL) ACT, 2013

Your Company has zero tolerance for sexual harassment at workplace. In terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended) and Rules framed thereunder, your Company has duly adopted a Policy and has also complied with the provisions relating to the constitution of Internal Complaints Committee (ICC).

Your Company has not received any complaint on sexual harassment during the financial year 2022-23.

37. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

Except those disclosed in this Annual Report, there are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year to which these Financial Statements relate i.e. March 31, 2023 and the date of this Report.

38. ACKNOWLEDGEMENTS

Your Board appreciates the support of our partners, suppliers, associates and dealers as well as the regulatory authorities of the Central and State Governments in India throughout our journey. Your Board looks forward to their continued assistance and co-operation in the coming years. Your Board is deeply grateful to its investors and shareholders for the unwavering confidence and faith in us.

Your Board also acknowledges and appreciates the Independent Directors and the Non-Executive Directors of your Company for their contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which help your Company to take the appropriate decisions in achieving its business goals. Your Board places on record its deep appreciation to the employees, workmen and staff including the Management headed by the Executive Directors for their hard work, dedication and commitment.

Mar 31, 2018

The Board of Directors hereby submits the reports of the business and operations of your Company (International Conveyors Limited), along with the Audited Financial Statements, for the financial year ended March 31, 2018.

Pursuant to the Notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, your company has adopted Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, with effect from April 1, 2017. Accordingly financial statements for the year ended March 31, 2018 have been restated to confirm to Ind AS.

1. FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars	31.03.2018¹	31.03.2017*
Revenue from operations	5143.40	4832.20
Other Income	739.84	672.63
Total	5883.24	5504.83
Profit/ (Loss) before Exceptional items and Taxation	(207.67)	269.66
Exceptional items- Income / (Loss)	-	-
Profit/ (Loss) before Taxation	(207.67)	269.66
Provision for Taxation	158.01	136.82
Net Profit	(365.68)	132.84
Other Comprehensive Income/ (Loss) (net of tax)	3641.30	2612.80
Total Comprehensive Income	3275.62	2745.64

*All figures are as per Ind AS.

2. STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK

Kindly refer to ''Management Discussion and Analysis Report'' which forms part of the Annual Report.

3. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

4. DIVIDEND

Pursuant to Section 123 read with Companies (Declaration and Payment of Dividend) Rules, 2014, your Directors are pleased to recommend dividend of Rs. 0.05 on Equity Share of Rs. 1/- each (Previous year Rs. 0.05 per share on Equity Share of Rs. 1/- each) for the financial year ended March 31, 2018, the consequent outflow will be Rs.40.69 Lakhs (Approx) including dividend tax (Previous year Rs.40.62 lakhs including dividend tax).

5. TRANSFER TO RESERVES

In view of the loss, your Board of Directors does not propose any amount to be transferred to General Reserves during the year under review.

6. CHANGES IN SHARE CAPITAL

The paid-up Equity Share Capital of the Company as at March 31, 2018 stood at Rs. 675 Lacs. During the year under review, the Company has not issued any further shares.

7. RESULT OF OPERATIONS

The turnover of the Company including excise duty for the year amounted to Rs.4,448 lakhs (Previous year Rs.4,764 lakhs). However, your Directors are expecting to achieve better results in coming years.

8. SUBSIDIARIES & ASSOCIATE COMPANIES

The Company has 3 (Three) wholly owned subsidiaries and 1(One) step-down Subsidiary as on March 31, 2018, the names of which are mentioned herein below:

i. International Belting Ltd.

ii. Conveyor Holdings Pte. Ltd.

iii. International Conveyors America Ltd.

iv. International Conveyors Australia Pty Ltd. (Step down subsidiary of Conveyor Holdings Pte. Ltd.)

During the year under review, International Belting Limited (100% Subsidiary of International Conveyors Limited) acquired more than 20% shares of Pure Coke Limited, hence making it an associate of the former Company under Section 2(6) of the Companies Act, 2013. The details of the above mentioned is also available in MGT - 9, which forms part of this report. The Audit Committee reviews the consolidated financial statements of the Company and the investments made by it in unlisted subsidiaries and associate companies. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing salient features of Financial Statements of the Subsidiaries and Associate have been provided in Form No. AOC-1, which forms part of this report.

The Company has a policy for determining ''material subsidiaries'' which is disclosed on its website at the following link: http://www.iclbelting.com/resources/reports/gnrl/Material%20Subsidiaries.pdf

9. CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements (CFS) of your Company duly audited by the Statutory Auditors M/s. G. P. Agrawal & Co., Chartered Accountants for the financial year ended March 31, 2018, prepared in compliance with the provisions of Indian Accounting Standards (Ind AS) issued by the Institute of Chartered Accountants of India (ICAI) and notified by the Ministry of Corporate Affairs (MCA), Government of India also forms part of this Annual Report.

10. LISTING WITH STOCK EXCHANGES

Your Company is listed with The Bombay Stock Exchange Limited and The Calcutta Stock Exchange limited and the Company has paid the listing fees to each of the said Exchanges.

11. DIRECTORS & KMP

In terms of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013, Ms. Nandini Khaitan (DIN: 06941351) retires by rotation and being eligible, offers herself 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 Section 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 Shri Rajendra Kumar Dabriwala (DIN: 00086658) as Managing Director effective from October 1, 2018 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 Section 149 of the Act, Shri Jinesh Suryakant Vanzara (DIN: 00239574), Shri Kunchala ffiirupal Reddy (DIN: 03330182), Shri Lakshmikant Tibrawalla (DIN: 00423521), Shri Colin William Benjamin (DIN: 07093277) and Shri Mahadeo Prasad Jhunjhunwala (DIN: 00567070) are independent directors of the company. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided under 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.

During the year under review, Ms. Ayushi Gupta, Company Secretary & Compliance Officer, resigned from the Company with effect from May 1, 2017 and Ms. Neha Khandelwal has been appointed in her place as the Company Secretary & Compliance Officer, with effect from August 28, 2017.

Shri Rajendra Kumar Dabriwala, Managing Director, Shri Ashok Kumar Gulgulia, Chief Financial Officer and Ms. Neha Khandelwal, Company Secretary & Compliance Officer are the Key Managerial Personnel (KMP) of your Company in terms of Sections 2(51) and 203 of the Companies Act, 2013.

12. 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, 2018, 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, 2018 and of the Loss of the Company for that period;

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.

13. NUMBER OF BOARD MEETINGS

The Board met 5 (Five) times during the Financial Year 2017-18. The details have been provided in the Corporate Governance Report in terms of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 which is annexed to this report.

14. BOARD EVALUATION

According to Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of the Companies Act, 2013, a meeting of Independent Directors was held on February 9, 2018 to review the performance of the Non-Independent Directors and the Board as a whole. The details are given in the Corporate Governance Report.

15. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company has an optimum combination of executive, non- executive and independent directors to maintain the independence of the Board. As on March 31, 2018, the Board consists of 8(Eight) Directors, 1(one) of whom is executive, 2(Two) of them is non-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 this report.

16. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Your Company has in place adequate internal financial control policy and procedure 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.

17. AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the corporate governance report, which forms part of this report.

18. STATUTORY AUDITORS

M/s. G. P. Agrawal & Co., Chartered Accountants (Firm Registration No.302082E), were appointed as Statutory Auditors of the Company under Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit and Auditors) Rules, 2014, to hold office for a consecutive period of 5 (Five) years from the conclusion of the 44th AGM until the conclusion of the 49th AGM to be held in the year 2022, subject to ratification by members at every Annual General Meeting.

The Ministry of Corporate Affairs has notified amendments in the provisions of Section 139 of the Companies Act, 2013 and Rules made thereunder with effect from May 7, 2018. Pursuant to the said amendments, the requirement for ratification of appointment of Statutory Auditors by the Shareholders at every subsequent Annual General Meeting till the conclusion of their tenure has been done away with. Accordingly, the matter is not taken up before members for consideration.

The Company has received a certificate from M/s. G. P. Agrawal & Co., Chartered Accountants confirming their eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed thereunder. Further M/s. G. P. Agrawal & Co., have also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI as required under the provisions of Regulation 33 of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.

19. 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 March 31, 2018.

20. SECRETARIAL AUDITORS'' REPORT

The Board of Directors had appointed M/s V Gulgulia & Co., Company Secretaries to conduct secretarial audit of the Company for the financial year 2017-2018. The Secretarial Auditor''s Report does not contain any reservations, qualifications or adverse remarks and the Secretarial Audit Report (in Form MR-3) forms part of this Report.

21. RISK MANAGEMENT

Risk management is the process of identification, assessment, and prioritisation of risks followed by coordinated efforts to minimise, monitor and mitigate/control the probability and / or impact of unfortunate events or to maximise the realisation of opportunities.

The Company has in place a Risk Management Policy which was reviewed by the Audit Committee and approved by the Board of Directors of the Company. 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 starts with the identification and evaluation process which is followed by optimal use of resources to monitor and minimize the risks.

22. LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The full 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.

23. ANNUAL RETURN

An extract of the Annual Return for the year ended March 31, 2018 pursuant to Sections 92(3) & 134(3)(a) of the Companies Act, 2013 is forming part of the report and is attached separately.

24. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given hereunder:

Sl. No	Name	Designation	Remuneration paid in the FY 2017-18	Remuneration paid in the FY 2016-17	% increase in remuneration from previous year	Ratio of remuneration to Median remuneration of employee
1	Shri Rajendra Kumar Dabriwala	Managing Director	95,00,000	95,93,039	Nil	26.14:1
2	Shri Ashok Kumar Gulgulia	Chief Financial Officer	14,82,250	13,58,000	9.15	4.08:1
3	Ms. Neha Khandelwal	Company Secretary & Compliance Officer	2,36,687*	NA	NA	0.65:1

* Appointed as the Company Secretary and Compliance Officer w.e.f August 28, 2017. However, details have been given from April 24, 2017, as she has joined the Company from this date.

Percentage increase in remuneration of each Managing Director, Chief Financial Officer (CFO), Company Secretary & Compliance Officer in the financial year 2017-18 :

Shri Rajendra Kumar Dabriwala (Managing Director) : Nil

Shri Ashok Kumar Gulgulia (Chief Financial Officer) : 9.15

Ms. Neha Khandelwal (Company Secretary & Compliance Officer) : N.A

Percentage increase in median remunerations of employees in the financial year 2017-18- 8.25 %

Explanation of the relationship between average increase in remuneration & Company performance:

The average increase in remuneration is as per the policy of retention of talent.

Key parameters for any variable remuneration of directors:

Except for the Managing Director Shri Rajendra Kumar Dabriwala, no directors have been paid any remuneration as only sitting fees are paid to them.

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.

25. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements laid down in Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance together with a Certificate from the Statutory Auditor of the Company confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is included as a part of this report.

26. DEPOSITS

Pursuant to Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, the Company has not accepted any deposit from the public/member during the year.

27. DECLARATION GIVEN BY INDEPENDENT DIRECTORS

Independent Directors have given the necessary declarations to the Company as required under sub-section (6) of Section 149 of the Companies Act, 2013.

28. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Board''s report.

29. SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no contracts/ arrangements/ transactions with related parties which could be considered material in accordance with the policy of the Company or materiality of related party transactions, all contracts / arrangements / transactions with related party were on arm''s length basis. 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.

31. 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 .

32. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

It is the responsibility of the Directors/ Senior Managerial Personnel of the Company to intimate to the Independent Director about the Company''s strategy, operations, product and service offerings, markets, finance, quality etc. to make Independent Directors familiarize with the strategy, operations and functions of the Company.

The details of familiarization programme have been posted in the website of the Company under the link - http://www.iclbelting. com/resources/reports/gnrl/Familarisation%20Programme%20for%20Independent%20Director.pdf .

33. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

34. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013, the Board has constituted a CSR Committee. Details of CSR Committee are given in the Corporate Governance Report. The policy is available on the Company''s Website at - http://www.iclbelting.com/resources/reports/cgr/CorporateSocialResponsibilityPolicy.pdf .

35. VIGIL MECHANISM

In terms of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism has been established for Directors and employees of the Company to report genuine concerns and the same has been displayed on the website of the company at -http://www.iclbelting.com/resources/reports/gnrl/Vigil%20Mechanism.pdf.

36. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITON & REDRESSAL) ACT 2013

There were no complaints received and/or disposed off during the year under review.

37. 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 of the Company.

For and on behalf of the Board of Directors

R. K. Dabriwala M.P.Jhunjhunwala

Place : Kolkata Managing Director Director

Date : May 30, 2018 DIN No. 00086658 DIN No. 00567070

Mar 31, 2016

Directors Report

The Board of Directors hereby submits the reports of the business and operations of your Company (''the Company or ''International Conveyors Limited), along with the audited financial statements, for the financial year ended March 31, 2016.

1. FINANCIAL RESULTS (Amount in Rs.)

Particulars	31.03.2016	31.03.2015
Profit before depreciation and taxation	12,706,434	109,990,148
Less: Depreciation	33,646,266	48,004,907
Profit/(Loss) before taxes	(20,939,832)	61,985,241
Less: Provisions for Taxation	(8,098,146)	19,225,495
Profit/(Loss) after taxes	(12,841,686)	42,759,746
Add: Profit brought from last year	14,987,929	42,538,536
Transfer from General Reserve	1,919,620	-
Profit available for appropriation	4,065,863	85,298,282
Balance appropriated as under:
Transfer to General Reserve	-	50,000,000
Proposed Dividend	3,375,000	16,875,000
Tax on Dividend	690,863	3,435,353
Balance Carried to Balance Sheet	-	14,987,929

2. DIVIDEND

Pursuant to Re-Section 123 read with Companies (Declaration and Payment of Dividend) Rules, 2014, your Directors have recommend dividend of Rs.0.05 per share on Equity Share of Rs.1/- each (Previous year Rs.0.25 per share on Equity Share of Rs.1/- each) for the financial year ended March 31, 2016, the consequent outflow will be Rs.40.66 lakhs including dividend tax (Previous year Rs.203.10 lakhs including dividend tax).

3. TRANSFER TO RESERVES

In view of the loss, your Board of Directors does not propose any amount to be transferred to General Reserves during the year under review.

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.7,766 lakhs (Previous year Rs.10,044 lakhs).

5. SUBSIDIARY

The Company has 3 (Three) wholly owned subsidiaries and 1(One) step-down Subsidiary as on March 31, 2016. There is no associate or joint venture company within the meaning of section 2(6) of the Companies Act, 2013. The audit committee reviews the consolidated financial statements of the Company and the investments made by in it unlisted subsidiary companies.

The Company does not have any material, non listed Indian subsidiary company, 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.

The Company has a policy for determining ''material subsidiaries'' which is disclosed on its website at the following link-http:// www.iclbelting.com/resources/reports/gnrl/Material%20Subsidiaries.pdf

6. LISTING WITH STOCK EXCHANGES

Your Company is listed with The Bombay Stock Exchange Limited and The Calcutta Stock Exchange limited and the Company has paid the listing fees to each of the said Exchanges.

7. DIRECTORS & KMP

In terms of the Articles of Association of the Company read with Section 150, 152 of the Companies Act, 2013, Ms. Nandini Khaitan (DIN: 06941351) retires by rotation and being eligible, offers herself 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, 2016 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 Section 149 of the Act, Mr. Jinesh Suryakant Vanzara (DIN: 00239574), Mr. Kunchala Thirupal Reddy (DIN: 03330182), Mr. Lakshmikant Tibrawalla (DIN: 00423521), Mr. Colin William Benjamin (DIN: 07 0 9 3 277) and Mr. Mahadeo Prasad Jhunjhunwala (DIN: 00567070) are independent directors of the company. 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.

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are Mr. Rajendra Kumar Dabriwala, Managing Director, Mr. Ashok Kumar Gulgulia, Chief Financial Officer and Ms. Ayushi Gupta, Company Secretary (Appointed from December 2, 2015).

8. 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, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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.

9. NUMBER OF BOARD MEETINGS

Four 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.

10. BOARD EVALUATION

According to Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of the Companies Act, 2013, a meeting of Independent Directors was held on February 9, 2016 to review the performance of the Non-Independent Directors and the Board as a whole. The details are given in the Corporate Governance Report.

11. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company policy is to have an optimum combination of executive, non- executive and independent directors to maintain the independence of the Board. As on March 31, 2016, the Board consists of 8(Eight) members, 1(one) of whom is executive, 2(Two) of them is non-executive and rest are independent directors. The Board periodically evaluates the need for change in its composition and size.

12. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

13. AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

14. STATUTORY AUDITORS

M/s. Lodha & Co., Chartered Accountants, (Firm Registration No.301051E), have been appointed as Statutory Auditors of the Company to hold the office from the conclusion of the forthcoming Annual General Meeting (AGM) until the conclusion of the 44th AGM, subject to ratification of their appointment by the members at every AGMs. Accordingly, being eligible, matter relating to the ratification of appointment of the Auditors place before the Member at the forthcoming Annual General Meeting.

15. 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 March 31, 2016.

16. SECRETARIAL AUDITORS'' REPORT

Pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company to be done from the financial year commencing on or after April 1, 2015 by a Company Secretary in Practice. The Board of Directors has appointed M/s. V Gulgulia & Co., Company Secretaries for conducting secretarial audit of the Company for the financial year 2015-2016. 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.

17. RISK MANAGEMENT

18. 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.

19. EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as of March 31, 2016 pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 is forming part of the report and is attached separately.

20. 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. No.	Name	Designation	Remuneration paid FY in 2015-16	Remuneration paid FY in 2014-15	% increase in remuneration from previous year	Ratio of remuneration to Median remuneration of employee
1.	Mr. Rajendra Kumar Dabriwala	Managing Director	79,08,533	81,00,000	Nil	25.36:1
2.	Mr. Ashok Kumar Gulgulia	Chief Financial Officer	13,28,000	7,55,329*	12.68	4.25:1
3.	Ms. Ayushi Gupta	Company Secretary	74,987	NA	NA	0.24:1

* Remuneration paid to Mr. A. K. Gulgulia for the FY 2014-15, is from August, 2014.

Percentage increase in remuneration of each Managing Director, Chief Financial Officer (CFO), Company Secretary in the financial year 2015-16:

Mr. Rajendra Kumar Dabriwala (Managing Director): Nil

Mr. Ashok Kumar Gulgulia (CFO): 12.68

Ms. Ayushi Gupta (Company Secretary): NA

Percentage increase in median remuneration of employees in the financial year 2015-16 - 13%

Explanation of the relationship between average increase in remuneration & Company performance:

The average increase in remuneration is as per the policy of retention of talent.

Comparison of remuneration of each KMP against performance of company:

Sl. No.	Name	Designation	Remuneration paid FY 2015-16	% Increase in remuneration from previous year	PAT	% Decrease in PAT
1.	Mr. Rajendra Kumar Dabriwala	Managing Director	79,08,533	Nil	(12,841,685)	130.03%
2.	Mr. Ashok Kumar Gulgulia	Chief Financial Officer	13,28,000	12.68
3.	Ms. Ayushi Gupta	Company Secretary	74,987	NA

Variation in the Market Capitalization of the Company, Price Earning Ratio as at closing date of the current financial year and previous financial year:

Particulars	31.03.2016	31.03.2015	% Variation
Market Capitalization	1,130,625,000	1,721,250,000	(34.31)
Price Earnings Ratio	(88.16)	40.48	(317.80)

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.

21. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements laid down in SEBI LODR. The requisite Certificate from the Statutory Auditor of the Company confirming compliance with the conditions of corporate governance as stipulated under SEBI LODR is included as a part of this report.

22. DEPOSITS

Pursuant to Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, the Company has not accepted any deposit from the public/member during the year.

23. DECLARATION GIVEN BY INDEPENDENT DIRECTORS

Independent Directors have given the necessary declarations to the Company as required under sub-section (6) of Section 149 of the Companies Act, 2013.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no contracts/ arrangements/ transactions with related parties which could be considered material in accordance with the policy of the Company or materiality of related party transactions, all contacts / arrangements / transactions with related party were on arm''s length basis. 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.

25. 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 .

26. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

It is the responsibility of the Directors/ senior managerial employees of the Company to intimate to the Independent Director about the Company''s strategy, operations, product and service offerings, markets, finance, quality etc. to make Independent Director familiarize with the strategy, operations and functions of the Company.

The details of familiarization 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

27. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In pursuant to the provisions of section 135 and Schedule VII of the Companies Act, 2013, the Board has constituted a CSR Committee. Details of CSR Committee given in Corporate Governance Report. The policy is available on the Company''s Website at http://www.iclbelting.com/resources/reports/cgr/CorporateSocialResponsibilityPolicy.pdf .

29. VIGIL MECHANISM

In terms of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism has been established for Directors and employees of the Company to report genuine concerns and the same has been displayed on the Company''s Website at http:// www.iclbelting.com/resources/reports/gnrl/Vigil%20Mechanism.pdf.

30. ACKNOWLEDGEMENTS

For and on behalf of the Board of Directors

Place : Kolkata R. K. Dabriwala M. P. Jhunjhunwala

Date : May 30, 2016 Managing Director Director

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 Â 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 Â 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

Mar 31, 2010

The Directors take pleasure in presenting the Audited Accounts of the Company for the year ended 31.03.2010

Working results

31.03.2010 31.03.2009

Profit before depreciation and taxation 26,74,37,683 12,33,06,414

Less: Depreciation 4,48,43,163 5,34,20,854

22,25,94,520 6,98,85,560

Less: Exceptional Item 1,68,84,123 3,26,60,123

20,57,10,397 3,72,25,437

Less: Provisions for Tax for current year 7,71,00,000 86,57,410

Profit after Tax for current year 12,86,10,397 2,85,68,027

Less: Provision for deferred tax (10,21,353) 7,19,362

Profit after deferred tax 12,96,31,750 2,78,48,665

Tax for earlier years - 2,12,301

Profit after taxes 12,96,31,750 2,76,36,364

Add: Profit brought from last year 31,53,584 62,10,101

Profit available for appropriation 13,27,85,334 3,38,46,465

Balance appropriated as under:

Transfer to General Reserve 9,98,96,502 2,50,00,000

Interim Dividend 33,75,000 -

Final Proposed Dividend 1,01,25,000 48,65,918

Tax on Dividend 22,55,218 8,26,963

Balance Carried to Balance Sheet 171,33,614 31,53,584

13,27,85,334 3,38,46,465

Dividend

Your directors declared interim dividend of Re.1/- per share on Equity Share of Rs. 10/- each in the meeting held on October 21, 2009 and are also pleased to recommend a final dividend of Re.0.15 per share on Equity Share of Re.1/- each or 15% on paid up capital (Previous year Rs. 2.00 per share on Equity Share of Rs. 10/- each), the consequent outflow will be Rs. 157.55 lacs including interim dividend and dividend tax (Previous year Rs. 56.93 lacs including dividend tax).

Operations

Your CompanyÃs operation during the year was satisfactory. The turnover of the Company including the excise duty for the year

amounted to Rs. 9024.61 lacs (Previous year Rs. 7,184.00 lacs)

Future Prospects

Your Directors are of the opinion that both domestic as well as export would grow in the coming years but there would be price pressure due to higher competition in the market. Your Company is well placed in both the markets.

Sub-division and Issue of Bonus Shares

During the year under review your Company has sub-divided the Equity Shares of Rs. 10/- each into face value of Re.1/- each and has issued 3,37,50,000 Equity Shares of Re.1/- each as Bonus Shares. The authorised capital of the Company was increased to Rs. 10 Crores and Issued, Subscribed and Paid up Capital increased to Rs. 6.75 Crores subsequent to Bonus issue. MembersÃ approval for the aforesaid matter was sought through Postal Ballot in accordance with the provisions of Section 192A of the Companies Act, 1956 and with Companies (Passing of Resolution by Postal Ballot) Rules 2001.

Directors

Shri L. K. Tibrawalla and Shri J. S. Vanzara, Directors of the Company are liable to retire by rotation and being eligible offer themselves for re-appointment.

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 judgements 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, 2010 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 Thirty Seventh 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 particulars of employee who received an aggregate remuneration of Rs. 24,00,000/- or more per annum or was employed for a part of the year with a remuneration of Rs. 2,00,000/- or more per month as per Section 217(2A) of the Companies Act, 1956 are as follows:

Name Designation Qualification Age (Years)

Shri R. K. Dabriwala Mg. Director JEDP-IIM-C 69

OPM (HBS)

Name Joining Experience Gross

Date (Years) Remuneration (Rs.)

Shri R. K. D abriwala 22.06.1973 45 51,24,175

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 DirectorsÃ Report.

Acknowledgements

The directors commend the continued commitment and dedication of employees at all levels. The directors also wish to place on record their appreciation for the valuable co-operation and assistance extended by the State Bank of India and The State Industrial and Investment Corporation of Maharashtra Ltd. during the year of operation.

For and on behalf of the Board of Directors R. K. Dabriwala M. P. Jhunjhunwala L. K. Tibrawalla

Managing Director Director Director

10, Middleton Row,

Kolkata - 700 071

May 17, 2010

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