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Directors Report of The Indian Card Clothing Company Ltd.
Mar 31, 2025
Your directors'' present their Seventy-First Annual Report on the business and operations of the Company, together
with the Audited Financial Statements for the year ended March 31,2025.
Directors have tried to maintain coherence in disclosures and flow of the information by clubbing required
information topic-wise and thus certain information which is required in Directors'' Report is clubbed elsewhere
and has to be read as a part of Directors'' Report.
1) FINANCIAL RESULTS:
|
Particulars |
Financial year |
|
|
2024-25 |
2023-24 |
|
|
Revenue from operations |
3,608.53 |
4,909.15 |
|
Other Income |
4,386.85 |
1,989.87 |
|
Total income |
7,995.38 |
6,899.02 |
|
Finance cost |
256.63 |
212.29 |
|
Depreciation |
425.05 |
462.41 |
|
Profit / (Loss) before exceptional items |
2,372.47 |
1,039.05 |
|
Exceptional items |
7,614.44 |
(295.16) |
|
Profit / (Loss) Before Tax |
9,986.91 |
743.89 |
|
Provision for Tax (including deferred tax) |
802.19 |
(44.34) |
|
Profit / (Loss) After Tax |
9,184.72 |
788.23 |
|
Other Comprehensive Income |
(9.17) |
(24.06) |
|
Total Comprehensive Income for the year |
9,175.55 |
764.17 |
2) PERFORMANCE REVIEW:
During the year under review, the Company earned a total revenue of Rs. 7,995.38 Lakh as against Rs.
6,899.02 Lakh in the previous year. The profit for the financial year 2024-25 has been Rs. 9,184.72 Lakh
against profit of Rs. 788.23 Lakh for the financial year 2023-24.
Highlights:
⢠Entire Commercial Premises comprising a freehold land alongwith all the structures standing thereon
including a workshop building owned by the Company situated at Coimbatore - Tamil Nadu was
sold in May, 2025.
⢠Acquired 5 commercial units in a Commercial Building known as âJangid Trinityâ situated at Borivali
East, Mumbai from Jangid Construction Pvt. Ltd.
⢠Close the operations of ICC International Agencies Limited (âICCIALâ), wholly owned Subsidiary of
the Company.
3) SHARE CAPITAL:
The paid-up share capital of the Company as on March 31,2025, was Rs. 594.11 Lakh. During the year
under review, the Company has not issued shares with differential voting rights nor has granted any stock
option or sweat equity. As on March 31, 2025, none of the Directors of the Company hold instruments
convertible into equity shares of the Company.
In December 2023, the Company filed a petition with NCLT, Mumbai to consolidate the entire equity share
capital (authorized, issued, subscribed and paid-up share capital) of the Company by increasing the Nominal
value of the equity shares from Rs. 10/- (Rupee Ten only) each to Rs. 2,000/- (Rupees Two Thousand
Only). The matter is currently under hearing and argument stage.
4) STATE OF THE COMPANYâS AFFAIRS:
The detailed information about the Company''s affairs is provided under the Management Discussion and
Analysis Report in accordance with the requirements under Regulation 34(2)(e) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter
called and referred to as âthe Listing Regulationsâ), which forms a part of this Report.
5) DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) Meetings of the Board of Directors held during the year 2024-25:
During the year under review, nine (9) meetings of the Board of Directors took place, details of
which have been provided in the Corporate Governance Report that forms part of this Annual Report.
The intervening gap between the two (2) meetings was within the period prescribed under the
Companies Act, 2013, the Listing Regulations.
b) Declaration by the Independent Directors:
The Company has received necessary declaration from all the Independent Directors under Section
149(7) of the Companies Act, 2013, that they meet the criteria of Independence as provided in sub¬
section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing
Regulations.
The Independent Directors are not liable to retire by rotation as per Section 152 of the Companies
Act, 2013.
c) Changes in the Board of Directors during the year 2024-25:
During the year under review, the following changes took place in the Board of Directors of the
Company:
⢠Mr. Alok Misra, Whole-time Director & CEO (Whole-Time Key Managerial Personnel) (DIN :
09198314) of the Company tendered his resignation from the services of the Company and
was relieved from the services of the Company at the close of working hours on June 17,
2024.
⢠Mr. Sanjeevkumar Karkamkar (DIN: 00575970) was appointed by the Board of Directors in
its meeting held on May 20, 2024 as an Additional Director (Category: Non-executive Non¬
Independent Director) of the Company with effect from June 18, 2024, subject to the approval
of the Shareholders of the Company.
Subsequently, Mr. Sanjeevkumar Karkamkar (DIN: 00575970) was appointed by the Board
of Directors in its meeting held on August 14, 2024 as an Executive Director of the Company
with immediate effect.
⢠Mr. Gurudas Vishwas Aras (DIN: 02187903) was appointed as an Additional Director of the
Company with effect from July 27, 2024 in the category of âIndependent Director''.
⢠Mr. Sudhir Ajitkumar Merchant (DIN:00033406) ceased to be the Independent Director of the
Company with effect from July 31, 2024 as a result of cessation of his second consecutive
term of 5 years as an Independent Director of the Company.
⢠Ms. Shivangi Kishore Kanvinde (DIN: 10122299) was appointed as an Additional Director of
the Company with effect from November 11,2024 in the category of âIndependent Director''.
⢠Dr. Sangeeta Pandit (DIN: 06748608) ceased to be the Independent Director of the Company
with effect from November 12, 2024 as a result of cessation of his second consecutive term
of 5 years as an Independent Director of the Company.
Even after the above changes in the Board of Directors of the Company, the Company continues to
comply with the mandatory requirements related to composition of the Board of Directors as provided
under Regulation 17 of the Listing Regulations.
d) Changes in Key Managerial Personnel during the year 2024-25:
⢠Mr. Darshan Sheth was appointed as the âChief Executive Officer'' (Whole-Time Key
Managerial Personnel) of the Company with effect from July 11,2024;
e) Changes in Key Managerial Personnel after closure of financial year 2024-25:
⢠Dr. Sriram Swaminathan, Chief Financial Officer (Whole-time Key Managerial Personnel)
resigned from the position of Chief Financial Officer and was relieved from the services of the
Company on April 29, 2025.
⢠In place of Dr. Sriram Swaminathan, the Company has appointed Mr. Sanjeevkumar
Karkamkar, Executive Director (DIN: 00575970) of the Company as the âChief Financial Officer''
(whole-time key managerial personnel) of the Company with effect from April 30, 2025.
6) DIVIDEND:
Your Directors do not recommend any dividend for the year under review. No amount was transferred to
Reserves for the year under review.
7) SUBSIDIARY COMPANIES AND THEIR PERFORMANCE / FINANCIAL POSITION:
In accordance with Section 129(3) of the Companies Act, 2013 and Indian Accounting Standard tlnd-AS)
110, the Company has prepared the Consolidated Financial Statements of the Company and all its
subsidiaries, which forms part of this Annual Report.
In pursuance of Regulation 16 of the Listing Regulations, Garnett Wire Limited (GWL), [registered number:
02624315], wholly owned subsidiary of the Company, incorporated on June 27, 1991 in the England and
Wales, is a material subsidiary of the Company. The Company has prepared a policy for determining
material subsidiaries which is uploaded on the Company''s website and can be accessed vide weblink:
https://cardindia.com/wp-content/uploads/2023/05/ICC-Policy-on-Material-Subsidiaries-Rev.-02-
07.04.2023.pdf.
The Statement in Form AOC-I containing salient features of the financial statements of Company''s
Subsidiaries is attached to the financial statements of the Company.
The brief details about the performance and financial position of the subsidiaries of the Company are
given below:
a) ICC International Agencies Limited:
ICC International Agencies Limited (ICCIAL) recorded substantial decrease of approximately 82%
in its revenue from Rs. 161.56 Lakh in the previous year to Rs. 29.06 Lakh in the financial year
2024-25. As a result of this, there was a increase in the loss after tax from Rs. 33.69 Lakh in the
previous financial year to a loss of Rs. 73.97 Lakh in the year under review.
During the year under review, ICCIAL incurred substantial losses due to loss of agency agreements
with the key principals. In view of this and due to difficult market conditions in the Textile Industry,
the Board of Directors of the Company, after thorough assessment, arrived at a conclusion that it
would now be difficult to continue with the agency business and hence approved the proposal to
close the operations of ICCIAL in their meeting held on January 29, 2025. Necessary disclosure(s)
in respect of closure of operations of the ICCIAL were already given to the Stock Exchange(s).
b) Garnett Wire Limited, U.K.:
Garnett Wire Limited, a U.K. Company, wholly owned subsidiary of the Company, recorded increase
of approximately 5% in its revenue from £738,701 (equivalent to Rs. 764.99 Lakh) to £781,435
(equivalent to Rs. 842.67 Lakh). The after-tax profit is £14,374 (equivalent to Rs. 10.94 Lakh) as
against previous year''s loss of £191,779 (equivalent to Rs. 196.69 Lakh).
During the year under review, Garnett Wire Limited experienced signs of positive turnaround of the
market conditions resulting into improvement its performance. The upward movement in the revenue
was mainly on account of improved service revenues supported by enhanced delivery performance
and better stock availability to meet customer requirements.
8) AUDIT COMMITTEE:
The Company has constituted an Audit Committee pursuant to the provisions of Section 177(8) of the
Companies Act, 2013, read with Rules 6 and 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 as amended from time to time.
Considering cessation of the term of Dr. Sangeeta Pandit (DIN: 06748608) as an Independent Director of
the Company with effect from November 12, 2024, the Board of Directors of the Company in its meeting
held on November 11, 2024 reconstituted the Audit Committee in compliance with Regulation 18 of the
Listing Regulations as per the details given below with effect from November 12, 2024:
|
Sr. No. |
Name of the Member |
Designation |
|
1. |
Mr. G. V. Aras |
Chairperson (Independent Director) |
|
2. |
Mr. Darshan Bhatia |
Member (Independent Director) |
|
3. |
Ms. Shivangi Kanvinde |
Member (Independent Director) |
All the recommendations of the Audit Committee during the year were accepted by the Board of Directors
of the Company.
9) VIGIL MECHANISM POLICY/WHISTLE BLOWER POLICY:
The Company has established a âVigil Mechanism Policy/ Whistle Blower Policyâ as per Regulation 22 of
the Listing Regulations. The Company has also amended this policy from time to time as per the
amendments made to the Listing Regulations and SEBI (Prohibition of Insider Trading) Regulations, 2015.
The details of this Vigil Mechanism have been provided in the Corporate Governance Report and also
posted on the website of the Company at: https://cardindia.com/wp-content/uploads/2023/05/ICC-Policy-
on-Vigil-Mechanism-Rev.-02-07.04.2023.pdf
10) STATUTORY AUDITORS:
P. G. Bhagwat LLP, Chartered Accountants (Firm Registration No. 101118W/W100682), Pune, were re¬
appointed as the Statutory Auditor of the Company for a period of five (5) consecutive years commencing
from the conclusion of the 68th AGM held on September 8, 2022 till the conclusion of the 73rd AGM of the
Company. Accordingly, the term of P.G. Bhagwat LLP, Chartered Accountants, Pune would expire at the
conclusion of 73rd Annual General Meeting of the Company.
11) AUDITORâS REPORT:
There are no adverse remarks nor any disclaimer, qualifications or reservations in the Auditors'' Report.
Necessary responses of the Company in respect of the observations made by the Statutory Auditor have
been included in this report.
The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso
of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment
for the time being in force).
12) SECRETARIAL AUDIT REPORT:
Mr. Devendra V. Deshpande (Membership No. F6099 / CP. No. 6515), Proprietor of DVD & Associates,
Company Secretaries, Pune was appointed as the Secretarial Auditor to conduct the Secretarial Audit of
the Company for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013
and the rules made thereunder.
The Secretarial Audit Report for the financial year 2024-25 is annexed as Annexure - A to this Report.
There are no adverse remarks nor any disclaimer, qualifications or reservations in the Secretarial Audit
Report.
13) DIRECTORSâ RESPONSIBILITY STATEMENT:
In terms of Sections 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors confirm that:
a) in the preparation of the annual accounts for the financial year ended March 31,2025, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any;
b) the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of the profit of the Company for
the year ended March 31, 2025;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls, which are to be followed by the Company
and that such internal financial controls are adequate and were operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable
laws and such systems are adequate and operating effectively.
14) CORPORATE GOVERNANCE:
As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on Corporate
Governance practices followed by the Company, together with a certificate from DVD & Associates, Pune
confirming compliance, is set out separately under Corporate Governance Report.
15) POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING
CRITERIA FOR THEIR PERFORMANCE EVALUATION:
In terms of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, the Board of your
Company, on recommendation of the Nomination and Remuneration Committee (âNRCâ), had adopted a
Nomination Policy titled as âNomination & Remuneration Policyâ pursuant to the requirements of Listing
Regulations which interalia includes the Company''s policy on Board diversity, selection, appointment and
remuneration of Directors, criteria for determining qualifications, positive attributes, independence of a
Director and criteria for performance evaluation of the Directors. The Company has also amended this
policy from time to time as per the amendments made to the Listing Regulations. The Nomination &
Remuneration Policy as approved by the Board is uploaded on the Company''s website at: https://
cardindia.com/wp-content/uploads/2023/05/ICC-Nomination-Remuneration-Policv-Rev.-02-07.04.2023.pdf.
16) PERFORMANCE EVALUATION:
Regulation 4(2)(f)(ii)(9) read with Regulation 17(10) of the Listing Regulations, mandates that the Board
shall monitor and review the Board evaluation framework and shall carry out performance evaluation of
the Independent Directors. The Companies Act, 2013, states that a formal annual evaluation needs to be
done by the Board of its own performance and that of its committees and individual directors. Schedule IV
of the Companies Act, 2013, states that the performance evaluation of independent directors shall be
done by the entire Board of Directors, excluding the director being evaluated.
The performance evaluation of the Directors, the Board and its Committees was accordingly carried out
based on the criteria laid down under the SEBI Circular dated January 5, 2017, for Performance Evaluation
in the Nomination & Remuneration Policy and approved by the Board of Directors. Further details in
respect of the criteria of evaluation has been provided in the Corporate Governance Report.
The performance evaluation of the Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non-Independent Directors was carried out by the
Independent Directors who also assessed the quality, quantity and timelines of flow of information between
the Company management and the Board. Your directors express their satisfaction with the evaluation
process.
17) PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5(2) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
During the year under review, none of the employees have drawn remuneration more than the limit
prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and none of the employees hold (by himself or along with his spouse and dependent children)
more than 2% of the equity shares of the Company. Hence, the requirement of disclosure under Section
197(12) of the Companies Act, 2013, is not applicable.
The details of Top 10 employees together with the remuneration drawn by them is annexed as
Annexure - B to this Report.
18) PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES:
a) The ratio of the remuneration of each Director to the median employeeâs remuneration for the
financial year and such other details as prescribed is as given below:
The median employee''s remuneration for the financial year was Rs. 3 Lakh. However, no Managerial
Remuneration pursuant to the provisions of the Companies Act, 2013 was paid during the year.
b) The percentage increase in remuneration of each Director, Manager, Chief Executive Officer, Chief
Financial Officer or Company Secretary, if any, in the financial year:
Mr. Sanjeevkumar Karkamkar (DIN: 00575970) was appointed as an Executive Director of the
Company with effect from August 14, 2024 at a remuneration of Rs. 40 Lakhs per annum. Subsequent
to this, there was no increase in the remuneration of the Executive Director during the year under
review.
|
Name |
% increase |
|
Mr. Darshan Sheth, |
Due to changes in the position of the Chief Executive |
|
Chief Executive Officer |
Officer in the financial year under review, percentage Mr. Darshan Sheth was appointed as the Chief Executive |
|
Dr. Sriram Swaminathan, |
The remuneration paid to Dr. Sriram Swaminathan during |
|
Chief Financial Officer |
the year under review was Rs. 77.34 Lakh. There was Dr. Sriram Swaminathan resigned and was relieved from |
|
Mr. Amogh Barve |
There was no increase in the remuneration of the |
|
Company Secretary |
Company Secretary during the year under review. |
c) The percentage increase in the median remuneration of employees in the financial year:
There was an increase of approximately 12.29% in the median remuneration of employees in the
financial year.
d) The number of permanent employees on the rolls of the Company as on March 31, 2025: 219
e) Average percentile increase already made in the salaries of employeesâ other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional circumstances for
increase in the managerial remuneration:
Increase in the average percentile in the salaries of employees other than managerial personnel
was approximately 30.73% whereas there was no increase in the managerial remuneration during
the year under review.
f) The remuneration has been paid to all the employees of the Company in accordance with the
Nomination & Remuneration Policy of the Company.
19) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO
IN SECTION 188(1) OF THE COMPANIES ACT, 2013:
All the transactions with related parties are in the ordinary course of business and at arm''s length basis;
and therefore, disclosure in Form AOC-2 is not required.
The Policy on Related Party Transactions has been revised by the Company from time to time based on
the changes made in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The updated Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s
website at: https://cardindia.com/wp-content/uploads/2023/07/ICC-Policv-on-Related-Partv-Transactions-
Rev.-03-29.05.2023.pdf.
20) DEPOSITS:
During the year 2024-25, the Company did not accept any deposit from public within the meaning of
Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.
21) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:
During the year under review, the Company has provided short-term loan from time to time to ICC
International Agencies Limited (ICCIAL), Wholly Owned Subsidiary of the Company @ 7.50% per annum
which was exempted under section 185(3)(c) of the Companies Act, 2013, and the total outstanding balance
of the same as on March 31,2025 is Rs. 140 lakhs.
Based on the evaluation of external and internal information available, prolonged working capital deficiencies
and discussion with the ICCIAL management, the Company had made a provision for impairment of Rs.
289.28 Lakh towards total investment in equity shares and outstanding amount of loan given to ICCIAL as
on March 31, 2024. During the year ended March 31, 2025, the Company made additional provision
towards doubtful balances amounting to Rs. 112.00 Lakh on account of additional loan of Rs. 112.00 Lakh
given to ICCIAL during year ended March 31,2025.
22) SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and Company''s operations in future.
23) ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:
The Company is giving due consideration to the conservation of energy and all efforts are being made to
properly utilize the energy resources. The information on conservation of energy, technology absorption
and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act,
2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure - C to this
Report.
24) MAINTENANCE OF COST RECORDS AND APPLICABILITY OF COST AUDIT:
The Company has a costing system to help control costs and to take decisions on pricing. Pursuant to
Notification No. G.S.R. 725 (E) dated July 31, 2018 whereby the Companies (Accounts) Amendment
Rules, 2018 were notified, the Company is maintaining the Cost Records under sub-section (1) of Section
148 of the Companies Act, 2013. Further, the requirement of audit of Cost Records under sub-section (2)
of Section 148 of the Companies Act, 2013 is not applicable to the Company.
25) ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company operates in ERP environment and has implemented the Oracle System for the purpose of
âInternal Financial Controlsâ within the meaning of the explanation to Section 134(5)(e) of the Companies
Act, 2013, read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014. The completion of the
restructuring exercise of the Finance and Accounts function of the Company got delayed due to changes
in the operating personnel in the finance function. This restructuring exercise also includes restructuring
of Finance and Accounts function of Company''s subsidiaries, its branch at Turkey and functioning of the
audit trail feature in Oracle and some of its other support functions. This exercise shall re-define the Risk
Control Matrix for the purpose of strengthening internal financial controls. The restructuring activity of
Finance and Accounts function also includes maintenance of the books of accounts at Turkey Branch in
respect of the transactions effected at the said branch. Presently the same is prepared, monitored and
kept at the Registered Office of the Company.
Your Directors expect that this restructuring exercise would be completed in the current financial year. As
a result of the delay in completion of the exercise of restructuring of Finance and Accounts function, the
Company was not able to provide sufficient information to the Statutory Auditors related to the Internal
Financial Controls exercised by the Company.
However, this has not affected any of the internal financial controls exercised by the Company during the
financial year under review. The internal financial controls of the Company are adequate and were operating
effectively during the year under review.
The Company''s manufacturing facility has ISO 9001 certification, which is renewed from time to time.
A firm of auditors manned by technically and commercially qualified personnel carries out internal audit, of
Nalagarh plant, which is followed up by discussion with each department, the Chief Executive Officer and
in the Audit Committee. Wherever risks have been identified in processes or systems, these have been
addressed by implementing a more robust process.
The Company has a costing system to help control costs and to take decisions on pricing. Pursuant to
Notification No. G.S.R. 725(E) dated July 31,2018 whereby the Companies (Accounts) Amendment Rules,
2018 were notified, the Company is maintaining the Cost Records under sub-section (1) of section 148 of
the Companies Act, 2013. A certificate of a Practising Cost Accountant has been obtained certifying that
the Company has maintained the Cost Records as per the statutory requirements mentioned above.
26) REPORTING OF FRAUDS:
There was no instance of any fraud during the year under review, which required the Statutory Auditors to
report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.
27) APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, the Company has neither made any application under Insolvency and
Bankruptcy Code, 2016 nor there any proceedings pending against the Company under Insolvency and
Bankruptcy Code, 2016.
28) DETAILS OF ONE-TIME SETTLEMENT WITH THE BANK OR FINANCIAL INSTITUTION TOGETHER
WITH DETAILS OF VALUATION:
As on March 31,2025, the Company has not borrowed any money from any Bank or Financial Institution
nor the Company has entered into any one-time settlement with any Bank of Financial institution during
the year, and hence the requirement of providing details as stated under Rule 8(5) the Companies Accounts
Rules, 2014 regarding the difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial Institutions alongwith the
reasons thereof does not apply to the Company.
29) RISK MANAGEMENT:
The Company has in place a Risk Management System which takes care of risk identification, assessment
and mitigation. There are no risks which in the opinion of the Board threaten the existence of the Company.
Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis Report
forming part of this Report.
30) EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of Companies Act, 2013, a copy of Annual Return
for the financial year 2023-24 is available on the website of the Company at http://cardindia.com/wp-
content/uploads/2025/05/Annual-Return-Form-MGT-7-F.Y.-2023-24.pdf and a copy of Annual Return for
the financial year 2024-25 will be made available on the website of the company after submission of the
same to the Registrar of Companies.
31) CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company has constituted CSR Committee considering the requirements of the Companies Act,
2013. Details regarding constitution of the Committee and its meetings have been provided in the Corporate
Governance Report.
Considering the threshold requirements specified under Section 135(1) of the Companies Act, 2013, the
Company was not liable for CSR spending as specified under Section 135(5) of the Companies Act, 2013,
for the financial year 2024-25 and hence, has not spent any amount on CSR activities during the financial
year 2024-25.
32) POLICY ON PREVENTION OF SEXUAL HARASSMENT:
The Company has in place Anti Sexual Harassment Policy in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal
Complaints Committee has been set up to redress complaints received regarding sexual harassment and
to conduct regular awareness programs. All employees (permanent, contractual, temporary, trainees) are
covered under this policy.
During the financial year 2024-25, no complaints were received regarding sexual harassment.
(a) number of complaints of sexual harassment received in the year: NIL
(b) number of complaints disposed off during the year: NIL
(c) number of cases pending for more than ninety days: NIL
33) DISCLOSURE UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:
Except as stated above and disclosed elsewhere in this Report, no material changes and commitments
have occurred between the end of the financial year of the Company and date of this Report which can
affect the financial position of the Company.
34) SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA
(ICSI):
The Company complies with the Secretarial Standards issued by ICSI, one of the premier professional
bodies in India.
35) CHANGES IN THE NATURE OF BUSINESS:
There were no changes in the nature of business during the financial year under review.
36) COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961.
Company has complied with the provisions w.r.t. Maternity Benefit Act, 1961. The Company has in place
a review mechanism to ensure strict adherence with the provisions of the Maternity Benefit Act, 1961.
37) APPRECIATION:
Your directors place on record their sincere thanks and appreciation for the continued support extended
by Central and State Governments, bankers, customers, suppliers and members. Your Board would like
to record its sincere appreciation to the employees for the dedicated efforts and contribution in playing a
significant part in the Company''s operations.
For and on behalf of the Board of Directors
Prashant Trivedi
Place : Auckland - New Zealand Chairman
Date : August 14, 2025 (DIN : 00167782)
Mar 31, 2024
Your directors'' present their Seventieth Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the year ended March 31,2024.
Directors have tried to maintain coherence in disclosures and flow of the information by clubbing required information topic-wise and thus certain information which is required in Directors'' Report is clubbed elsewhere and has to be read as a part of Directors'' Report.
1) FINANCIAL RESULTS:
(Rs. in Lakh)
|
Particulars |
Financial year |
|
|
2023-24 |
2022-23 |
|
|
Revenue from operations |
4,909.15 |
5,695.79 |
|
Other Income |
1,989.87 |
1,257.09 |
|
Total income |
6,899.02 |
6,952.88 |
|
Finance cost |
212.29 |
211.95 |
|
Depreciation |
462.41 |
468.30 |
|
Profit / (Loss) before exceptional items |
1,039.05 |
832.89 |
|
Exceptional items |
(295.16) |
(264.89) |
|
Profit / (Loss) Before Tax |
743.89 |
568.01 |
|
Provision for Tax (including deferred tax) |
(44.34) |
15.54 |
|
Profit / (Loss) After Tax |
788.23 |
552.47 |
|
Other Comprehensive Income |
(24.06) |
(12.97) |
|
Total Comprehensive Income for the year |
764.17 |
539.50 |
2) PERFORMANCE REVIEW:
During the year under review, the Company earned a total revenue of Rs. 6,899.02 Lakh as against Rs.
6,952.88 Lakh in the previous year. The profit for the financial year 2023-24 has been Rs. 788.23 Lakh
against profit of Rs. 552.47 Lakh for the financial year 2022-23.
Highlights:
⢠With effect from August 1, 2023, the registered office of the Company was shifted within the local limits of the Pune city from Koregaon Park to 14th Floor, âBâ Wing, AP-81, Koregaon Park Annexe, Mundhwa, Pune - 411036, Maharashtra, India.
⢠Petition for Consolidation of Shares was filed with the Hon''ble National Company Law Tribunal, Mumbai Bench for consolidation of the entire equity share capital (authorized, issued, subscribed and paid-up share capital) of the Company by increasing the Nominal value of the equity shares from Rs. 10/- (Rupee Ten only) each to Rs. 2,000/- (Rupees Two Thousand Only) each after seeking approval of the shareholders. The approval for the same is awaited as on the date of this report.
⢠Entire Commercial Premises owned by the Company situated at Powai - Mumbai was sold in May, 2024.
3) SHARE CAPITAL:
The paid-up share capital of the Company as on March 31,2024, was Rs. 594.11 Lakh. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock option or sweat equity. As on March 31, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
During the year under review, further to the approval of the shareholders, the Company filed a petition with NCLT, Mumbai to consolidate the entire equity share capital (authorized, issued, subscribed and paid-up share capital) of the Company by increasing the Nominal value of the equity shares from Rs. 10/ - (Rupee Ten only) each to Rs. 2,000/- (Rupees Two Thousand Only). The matter has been admitted and is under hearing stage.
4) STATE OF THE COMPANYâS AFFAIRS:
The detailed information about the Company''s affairs is provided under the Management Discussion and Analysis Report in accordance with the requirements under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter called and referred to as âthe Listing Regulationsâ), which forms a part of this Report.
5) DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) Meetings of the Board of Directors held during the year 2023-24:
During the year under review, six (6) meetings of the Board of Directors took place, details of which have been provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the two (2) meetings was within the period prescribed under the Companies Act, 2013, the Listing Regulations.
b) Declaration by the Independent Directors:
The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.
The Independent Directors are not liable to retire by rotation as per Section 152 of the Companies Act, 2013.
c) Changes in the Board of Directors during the year 2023-24:
During the year under review, the following changes took place in the Board of Directors of the Company:
⢠Mr. Sanjeevkumar Walchand Karkamkar (DIN : 00575970), Non-Executive Non-Independent Director, resigned from the directorship of the Company effective May 1, 2023.
⢠Mr. Jyoteendra Kothary (DIN : 00015254) was appointed as a Non-Executive Non-Independent Director of the Company effective May 1, 2023.
⢠Mr. Darshan Bhatia (DIN: 08257246), was re-appointed as an Independent Director of the Company for a second term of five years commencing from October 30, 2023 and ending on October 29, 2028.
d) Changes in the Board of Directors after closure of financial year 2023-24:
⢠Mr. Alok Misra, Whole-time Director & CEO (Whole-Time Key Managerial Personnel) (DIN : 09198314) of the Company tendered his resignation from the services of the Company and was relieved from the services of the Company at the close of working hours on June 17, 2024.
⢠Mr. Sanjeevkumar Karkamkar (DIN: 00575970) was appointed by the Board of Directors in its meeting held on May 20, 2024 as an Additional Director (Category: Non-executive NonIndependent Director) of the Company with effect from June 18, 2024, subject to the approval of the Shareholders of the Company.
Subsequently, Mr. Sanjeevkumar Karkamkar (DIN: 00575970) was appointed by the Board of Directors in its meeting held on August 14, 2024 as an Executive Director of the Company with immediate effect.
⢠Mr. Gurudas Vishwas Aras (DIN: 02187903) was appointed as an Additional Director of the Company with effect from July 27, 2024 in the category of âIndependent Director''.
⢠Mr. Sudhir Ajitkumar Merchant (DIN:00033406) ceased to be the Independent Director of the Company with effect from July 31, 2024 as a result of cessation of his second consecutive term of 5 years as an Independent Director of the Company.
Even after the above changes in the Board of Directors of the Company, the Company continues to comply with the mandatory requirements related to composition of the Board of Directors as provided under Regulation 17 of the Listing Regulations.
e) Changes in Key Managerial Personnel during the year 2023-24:
⢠Mr. Chandrakant Dattatray Patil, Chief Financial Officer (Whole-time Key Managerial Personnel) resigned from the position of Chief Financial Officer and was relieved from the services of the Company on April 7, 2023.
⢠In place of Mr. Chandrakant Dattatray Patil, the Company had appointed Mr. Devendra Mishra as the âChief Financial Officer'' (whole-time key managerial personnel) of the Company with effect from May 30, 2023. Mr. Devendra Mishra subsequently resigned from the services of the Company and was relieved at the close of business hours on August 25, 2023.
⢠In place of Mr. Devendra Mishra, Dr. Sriram Swaminathan was appointed as the âChief Financial Officer'' (whole-time key managerial personnel) of the Company with effect from February 19, 2024.
f) Changes in Key Managerial Personnel after closure of financial year 2023-24:
⢠Mr. Darshan Sheth was appointed as the âChief Executive Officer'' (Whole-Time Key Managerial Personnel) of the Company with effect from July 11,2024.
6) DIVIDEND:
Your Directors do not recommend any dividend for the year under review. No amount was transferred to Reserves for the year under review.
7) SUBSIDIARY COMPANIES AND THEIR PERFORMANCE / FINANCIAL POSITION:
In accordance with Section 129(3) of the Companies Act, 2013 and Indian Accounting Standard (Ind-AS) 110, the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries, which forms part of this Annual Report.
In pursuance of Regulation 16 of the Listing Regulations, Garnett Wire Limited (GWL), [registered number: 02624315], wholly owned subsidiary of the Company, incorporated on June 27, 1991 in the England and Wales, is a material subsidiary of the Company as per preceding accounting year. The Company has prepared a policy for determining material subsidiaries which is uploaded on the Company''s website and can be accessed vide weblink: https://cardindia.com/wp-content/uploads/2023/05/ICC-Policy-on-Material-Subsidiaries-Rev.-02-07.04.2023.pdf.
The Statement in Form AOC-I containing salient features of the financial statements of Company''s Subsidiaries is attached to the financial statements of the Company.
The brief details about the performance and financial position of the subsidiaries of the Company are given below:
a) ICC International Agencies Limited:
ICC International Agencies Limited (ICCIAL) recorded substantial increase of approximately 84% in its revenue from Rs. 87.69 Lakh in the previous year to Rs. 161.56 Lakh in the financial year 2023-24. Further, there was a reduction in the loss after tax from Rs. 119.45 Lakh in the previous financial year to a loss of Rs. 33.69 Lakh in the year under review.
During the year under review, the subsidiary focused on its core area of competency, i.e., sale of Tajima Embroidery machines in the Western India market. As a result, the subsidiary was able to increase its sales in all its Revenue streams. Revenue got doubled through direct commission of Tajima Machines which resulted into addition of customers as well. Increase in the sales of local spares and Annual Maintenance Contracts led to a revenue growth of 65%. The growth in the revenue together with a control over the operational expenses resulted into reduction of loss for the year ended March 31,2024.
b) Garnett Wire Limited, U.K.:
Garnett Wire Limited, a U.K. Company, wholly owned subsidiary of the Company, recorded decrease of approximately 29% in its revenue from £1,044,910 (equivalent to Rs. 1,049.88 Lakh) to £738,701 (equivalent to Rs. 764.99 Lakh). The after-tax loss is £191,779 (equivalent to Rs. 196.69 Lakh) as against previous year''s profit of £3,058 (equivalent to Rs. 3.07 Lakh).
Garnett Wire Limited continues to face head winds due to the slowdown in the global economy and âthe cost-of-living crisisâ in the United Kingdom. In addition, regulatory hurdles due to Brexit have dampened exports from the United Kingdom to Europe.
8) AUDIT COMMITTEE:
The Company has constituted an Audit Committee pursuant to the provisions of Section 177(8) of the Companies Act, 2013, read with Rules 6 and 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.
During the year under review, the Board of Directors of the Company in its meeting held on August 11, 2022 reconstituted the Audit Committee in compliance with Regulation 18 of the Listing Regulations as per the details given below:
|
Sr. No. |
Name |
Designation |
|
1) |
Mr. Sudhir Merchant |
Chairman (Independent Director) |
|
2) |
Dr. Sangeeta Pandit |
Member (Independent Director) |
|
3) |
Mr. Darshan Bhatia |
Member (Independent Director) |
Considering cessation of the term of Mr. Sudhir Merchant (DIN:00033406) as an Independent Director of the Company with effect from July 31, 2024, the Board of Directors of the Company in its meeting held on July 26, 2024 further reconstituted the Audit Committee in compliance with Regulation 18 of the Listing Regulations as per the details given below with effect from July 27, 2024:
|
No. |
Name of the Member |
Designation |
|
1. |
Dr. Sangeeta Pandit |
Chairperson (Independent Director) |
|
2. |
Mr. G. V. Aras |
Member (Independent Director) |
|
3. |
Mr. Darshan Bhatia |
Member (Independent Director) |
All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company.
9) VIGIL MECHANISM POLICY/WHISTLE BLOWER POLICY:
The Company has established a âVigil Mechanism Policy/ Whistle Blower Policyâ as per Regulation 22 of the Listing Regulations. The Company has also amended this policy from time to time as per the amendments made to the Listing Regulations and SEBI (Prohibition of Insider Trading) Regulations, 2015. The details of this Vigil Mechanism have been provided in the Corporate Governance Report and also posted on the website of the Company at: https://cardindia.com/wp-content/uploads/2023/05/ICC-Policy-on-Vigil-Mechanism-Rev.-02-07.04.2023.pdf
10) STATUTORY AUDITORS:
P. G. Bhagwat LLP, Chartered Accountants (Firm Registration No. 101118W/W100682), Pune, were reappointed as the Statutory Auditor of the Company for a period of five (5) consecutive years commencing from the conclusion of the 68th AGM held on September 8, 2022 till the conclusion of the 73rd AGM of the Company. Accordingly, the term of P.G. Bhagwat LLP, Chartered Accountants, Pune would expire at the conclusion of 73rd Annual General Meeting of the Company.
11) AUDITORâS REPORT:
There are no adverse remarks nor any disclaimer, qualifications or reservations in the Auditors'' Report. Necessary responses of the Company in respect of the observations made by the Statutory Auditor have been included in this report.
The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).
12) SECRETARIAL AUDIT REPORT:
Mr. Devendra V. Deshpande (Membership No. F6099 / CP. No. 6515), Proprietor of DVD & Associates, Company Secretaries, Pune was appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and the rules made thereunder.
The Secretarial Audit Report for the financial year 2023-24 is annexed as Annexure - A to this Report.
There are no adverse remarks nor any disclaimer, qualifications or reservations in the Secretarial Audit Report.
13) DIRECTORSâ RESPONSIBILITY STATEMENT:
In terms of Sections 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors confirm that:
a) in the preparation of the annual accounts for the financial year ended March 31,2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended March 31, 2024;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls, which are to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
14) CORPORATE GOVERNANCE:
As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a certificate from DVD & Associates, Pune confirming compliance, is set out separately under Corporate Governance Report.
15) POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION:
In terms of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, the Board of your Company, on recommendation of the Nomination and Remuneration Committee (âNRCâ), had adopted a Nomination Policy titled as âNomination & Remuneration Policyâ pursuant to the requirements of Listing Regulations which interalia includes the Company''s policy on Board diversity, selection, appointment and remuneration of Directors, criteria for determining qualifications, positive attributes, independence of a
Director and criteria for performance evaluation of the Directors. The Company has also amended this policy from time to time as per the amendments made to the Listing Regulations. The Nomination & Remuneration Policy as approved by the Board is uploaded on the Company''s website at: https:// cardindia.com/wp-content/uploads/2023/05/ICC-Nomination-Remuneration-Policv-Rev.-02-07.04.2023.pdf.
16) PERFORMANCE EVALUATION:
Regulation 4(2)(f)(ii)(9) read with Regulation 17(10) of the Listing Regulations, mandates that the Board shall monitor and review the Board evaluation framework and shall carry out performance evaluation of the Independent Directors. The Companies Act, 2013, states that a formal annual evaluation needs to be done by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.
The performance evaluation of the Directors, the Board and its Committees was accordingly carried out based on the criteria laid down under the SEBI Circular dated January 5, 2017, for Performance Evaluation in the Nomination & Remuneration Policy and approved by the Board of Directors. Further details in respect of the criteria of evaluation has been provided in the Corporate Governance Report.
The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also assessed the quality, quantity and timelines of flow of information between the Company management and the Board. Your directors express their satisfaction with the evaluation process.
17) PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
During the year under review, none of the employees have drawn remuneration more than the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and none of the employees hold (by himself or along with his spouse and dependent children) more than 2% of the equity shares of the Company. Hence, the requirement of disclosure under Section 197(12) of the Companies Act, 2013, is not applicable.
The details of Top 10 employees together with the remuneration drawn by them is annexed as Annexure - B to this Report.
18) PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES:
a) The ratio of the remuneration of each Director to the median employeeâs remuneration for the financial year and such other details as prescribed is as given below:
The Managerial Remuneration was paid during the year under review only to the Whole-Time Director & CEO which was approximately Rs. 112 lakh whereas the median employee''s remuneration for the financial year was Rs. 2.67 lakh.
b) The percentage increase in remuneration of each Director, Manager, Chief Executive Officer, Chief Financial Officer or Company Secretary, if any, in the financial year:
|
Name |
% increase |
|
Mr. Alok Misra, Whole-Time Director under the Companies Act, 2013 designated as Whole-Time Director and CEO |
There was marginal increase of 0.49% in the remuneration paid to Mr. Misra during the year was as compared to his remuneration in the previous year. |
|
Dr. Sriram Swaminathan, Chief Financial Officer |
Due to changes in the position of the Chief Financial Officer in the current financial year, percentage increase in the remuneration of the Chief Financial Officer is not comparable. Dr. Sriram Swaminathan was appointed as the Chief Financial Officer of the Company with effect from February 19, 2024. The remuneration paid to Dr. Sriram |
|
Name |
% increase |
|
Swaminathan is only for 1.5 months and hence not |
|
|
comparable. |
|
|
Mr. Amogh Barve |
In respect of the year under review, there was an |
|
Company Secretary |
increase of approximately 6.5% in the remuneration of |
|
the Company Secretary. |
c) The percentage increase in the median remuneration of employees in the financial year:
There was an increase of approximately 10.20% in the median remuneration of employees in the financial year.
d) The number of permanent employees on the rolls of the Company as on March 31, 2024: 235
e) Average percentile increase already made in the salaries of employeesâ other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
Increase in the average percentile in the salaries of employees other than managerial personnel was approximately 6.09% whereas average increase in the managerial remuneration is approximately 0.49%.
f) The remuneration has been paid to all the employees of the Company in accordance with the Nomination & Remuneration Policy of the Company.
19) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:
All the transactions with related parties are in the ordinary course of business and at arm''s length basis; and therefore, disclosure in Form AOC-2 is not required.
The Policy on Related Party Transactions has been revised by the Company from time to time based on the changes made in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The updated Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at: https://cardindia.com/wp-content/uploads/2023/07/ICC-Policv-on-Related-Partv-Transactions-Rev.-03-29.05.2023.pdf.
20) DEPOSITS:
During the year 2023-24, the Company did not accept any deposit from public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.
21) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
During the year under review, the Company has provided short-term loan from time to time to ICC International Agencies Limited (ICCIAL) Wholly Owned Subsidiary of the Company @ 7.50% per annum which was exempted under section 185(3)(c) of the Companies Act, 2013, and the total outstanding balance as on March 31,2024 is Rs. 28 lakhs.
22) SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
23) ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company is giving due consideration to the conservation of energy and all efforts are being made to properly utilize the energy resources. The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure - C to this Report.
24) MAINTENANCE OF COST RECORDS AND APPLICABILITY OF COST AUDIT:
The Company has a costing system to help control costs and to take decisions on pricing. Pursuant to Notification No. G.S.R. 725 (E) dated July 31, 2018 whereby the Companies (Accounts) Amendment Rules, 2018 were notified, the Company is maintaining the Cost Records under sub-section (1) of Section 148 of the Companies Act, 2013. Further, the requirement of audit of Cost Records under sub-section (2) of Section 148 of the Companies Act, 2013 is not applicable to the Company.
25) ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company operates in ERP environment and has implemented the Oracle System for the purpose of âInternal Financial Controlsâ within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013, read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014. The Company has upgraded the present version of its Oracle System to new Oracle version 12.2.12. The Company is also in the process of restructuring its Finance and Accounts function, including its subsidiaries, branch at Turkey, functioning of audit trail feature in Oracle and some of its other support functions and thereby re-defining the Risk Control Matrix for the purpose of maintaining adequate internal financial controls. The restructuring activity of Finance and Accounts function also includes maintenance of the books of accounts at Turkey Branch in respect of the transactions effected at the said branch. Presently the same is prepared, monitored and kept at the Registered Office of the Company.
This has not affected any of the internal financial controls laid down by the Company during the financial year under review. The internal financial controls of the Company are adequate and were operating effectively during the year under review.
The Company''s manufacturing facility has ISO 9001 certification, which is renewed from time to time.
A firm of auditors manned by technically and commercially qualified personnel carries out internal audit, of Nalagarh plant, which is followed up by discussion with each department, the Chief Executive Officer and in the Audit Committee. Wherever risks have been identified in processes or systems, these have been addressed by implementing a more robust process.
The Company has a costing system to help control costs and to take decisions on pricing. Pursuant to Notification No. G.S.R. 725(E) dated July 31,2018 whereby the Companies (Accounts) Amendment Rules, 2018 were notified, the Company is maintaining the Cost Records under sub-section (1) of section 148 of the Companies Act, 2013. A certificate of a Practising Cost Accountant has been obtained certifying that the Company has maintained the Cost Records as per the statutory requirements mentioned above.
26) REPORTING OF FRAUDS:
There was no instance of any fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.
27) APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, the Company has neither made any application under Insolvency and Bankruptcy Code, 2016 nor there any proceedings pending against the Company under Insolvency and Bankruptcy Code, 2016.
28) DETAILS OF ONE-TIME SETTLEMENT WITH THE BANK OR FINANCIAL INSTITUTION TOGETHER WITH DETAILS OF VALUATION:
As on March 31, 2024, the Company has not borrowed any money from any Bank or Financial Institution nor the Company has entered into any one-time settlement with any Bank of Financial institution during the year, and hence the requirement of providing details as stated under Rule 8(5) the Companies Accounts Rules, 2014 regarding the difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions alongwith the reasons thereof does not apply to the Company.
29) RISK MANAGEMENT:
The Company has in place a Risk Management System which takes care of risk identification, assessment and mitigation. There are no risks which in the opinion of the Board threaten the existence of the Company. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming part of this Report.
30) EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of Companies Act, 2013, a copy of Annual Return for the financial year 2022-23 is available on the website of the Company at https://cardindia.com/wp-content/uploads/2024/07/Annual-Return-Form-MGT-7-F.Y.-2022-23.pdf and a copy of Annual Return for the financial year 2023-24 will be made available on the website of the company after submission of the same to the Registrar of Companies.
31) CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company has constituted CSR Committee considering the requirements of the Companies Act, 2013. Details regarding constitution of the Committee and its meetings have been provided in the Corporate Governance Report.
Considering the threshold requirements specified under Section 135(1) of the Companies Act, 2013, the Company was not liable for CSR spending as specified under Section 135(5) of the Companies Act, 2013, for the financial year 2023-24 and hence, has not spent any amount on CSR activities during the financial year 2023-24.
32) POLICY ON PREVENTION OF SEXUAL HARASSMENT:
The Company has in place Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment and to conduct regular awareness programs. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the financial year 2023-24, no complaints were received regarding sexual harassment.
33) DISCLOSURE UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:
In continuation to a decline in revenue of the Company for the year under review, for the quarter ended June 30, 2024, the Company''s Carding Business reported a further 27% drop in quarter-on-quarter revenue. This business continues to suffer the consequences of incessant headwinds faced by the Indian Textile Industry as a consequence of global geopolitical disturbances and global economic slowdown.
Except as stated above and disclosed elsewhere in this Report, no material changes and commitments have occurred between the end of the financial year of the Company and date of this Report which can affect the financial position of the Company.
34) SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):
The Company complies with the Secretarial Standards issued by ICSI, one of the premier professional bodies in India.
35) CHANGES IN THE NATURE OF BUSINESS:
There were no changes in the nature of business during the financial year under review.
36) APPRECIATION:
Your directors place on record their sincere thanks and appreciation for the continued support extended by Central and State Governments, bankers, customers, suppliers and members. Your Board would like to record its sincere appreciation to the employees for the dedicated efforts and contribution in playing a significant part in the Company''s operations.
For and on behalf of the Board of Directors Prashant Trivedi
Place : Mauritius Chairman
Date : August 14, 2024 (DIN : 00167782)
Mar 31, 2023
The directors'' present their Sixty Nineth Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the year ended March 31,2023.
Directors have tried to maintain coherence in disclosures and flow of the information by clubbing required information topic-wise and thus certain information which is required in Directors'' Report is clubbed elsewhere and has to be read as a part of Directors'' Report.
|
(Rs. in Lakh) |
||
|
Particulars |
Financial year |
|
|
2022-23 |
2021-22 |
|
|
Revenue from operations |
5,695.79 |
5,553.30 |
|
Other Income |
1,257.09 |
570.66 |
|
Total income |
6,952.88 |
6,123.96 |
|
Finance cost |
211.95 |
203.51 |
|
Depreciation |
468.30 |
425.60 |
|
Profit / (Loss) before exceptional items |
832.89 |
158.86 |
|
Exceptional items |
(264.89) |
22,043.36 |
|
Profit / (Loss) Before Tax |
568.00 |
22,202.22 |
|
Provision for Tax (including deferred tax) |
15.54 |
3,067.82 |
|
Profit / (Loss) After Tax |
552.46 |
19,134.40 |
|
Other Comprehensive Income |
(12.97) |
9.83 |
|
Total Comprehensive Income for the year |
539.49 |
19,144.23 |
During the year under review, the Company earned a total revenue of Rs. 6,952.88 Lakh as against Rs.
6,123.96 Lakh in the previous year. The profit for the financial year 2022-23 has been Rs. 552.46 Lakh
against profit of Rs. 19,134.40 Lakh for the financial year 2021-22.
Highlights:
⢠A new design of Tops developed by the Research and Development team in higher production card segment named as âTurbine TOPSâ was productionised and supplied all across in domestic as well as in export market. This TOPS was accepted well in the market and its sales increased by almost 40% more in the current year as against the last financial year.
⢠New Tops designed developed to cater to the requirements of the lower production card segment.
⢠Upgradation and refurbishment of other Top setting machines is helping the Company to manufacture right size of TOPS and therefore, gaining good demand for its products.
⢠Commercial Buildings of the Company, ICC Chambers - I and ICC Chambers - II situated at Powai - Mumbai and the commercial property at Baner - Pune remained fully occupied during the financial year 2022-23.
The paid-up share capital of the Company as on March 31,2023, was Rs. 594.11 Lakh. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock option or sweat equity. As on March 31, 2023, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
4) STATE OF THE COMPANYâS AFFAIRS:
The detailed information about the Company''s affairs is provided under the Management Discussion and Analysis Report in accordance with the requirements under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter called and referred to as âthe Listing Regulationsâ), which forms a part of this Report.
5) DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) Meetings of the Board of Directors held during the year 2022-23:
During the year under review, seven (7) meetings of the Board of Directors took place, details of which have been provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the two (2) meetings was within the period prescribed under the Companies Act, 2013, the Listing Regulations.
b) Declaration by the Independent Directors:
The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.
The Independent Directors are not liable to retire by rotation as per Section 152 of the Companies Act, 2013.
c) Changes in the Board of Directors during the year 2022-23:
During the year under review, the following changes took place in the Board of Directors of the Company:
⢠Mr. Jyoteendra Kothary (DIN : 00015254), an Independent Director, ceased to be the Director of the Company with effect from July 31, 2022 due to expiry of his second term as an Independent Director.
⢠Mr. Chirag M. Shah (DIN: 06938305) was appointed as an Independent Director of the Company for a tenure of 5 (five) years with effect from February 11, 2023.
⢠Mr. Alok Siddhi Misra (DIN : 09198314), who had resigned from the position of âManager'' under the Companies Act, 2013, was appointed as the Whole-time Director (Whole-time Key Managerial Personnel) under the Companies Act, 2013 for a tenure of 3 (three) years with effect from February 11,2023 designated as âWhole-Time Director & Chief Executive Officerâ.
⢠Mr. Mehul Trivedi (DIN: 00030481), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The brief profile of Mr. Mehul Trivedi seeking re-appointment at the ensuing Annual General Meeting, as a director liable to retire by rotation has been included in the Notice convening the AGM.
d) Changes in the Board of Directors after closure of financial year 2022-23:
⢠Mr. Sanjeevkumar Walchand Karkamkar (DIN : 00575970), Non-Executive Non-Independent Director, resigned from the directorship of the Company effective May 1,2023.
⢠Mr. Jyoteendra Kothary (DIN : 00015254) was appointed as a Non-Executive Non-Independent Director of the Company effective May 1, 2023.
Even after the above changes in the Board of Directors of the Company, the Company continues to comply with the mandatory requirements related to composition of the Board of Directors as provided under Regulation 17 of the Listing Regulations.
e) Changes in Key Managerial Personnel after closure of financial year 2022-23:
⢠Mr. Chandrakant Dattatray Patil, Chief Financial Officer (Whole-time Key Managerial Personnel) resigned from the position of Chief Financial Officer and was relieved from the services of the Company on April 7, 2023.
⢠Mr. Devendra Mishra, a qualified Chartered Accountant has been appointed as the Chief Financial Officer (Whole-time Key Managerial Personnel) of the Company with effect from May 30, 2023.
The Board of Directors in its meeting held on June 27, 2022 declared Special Interim Dividend of Rs. 25/ - per equity share of face value of Rs. 10/- each for the financial year 2022-23.
No amount was transferred to Reserves for the year under review.
7) SUBSIDIARY COMPANIES AND THEIR PERFORMANCE / FINANCIAL POSITION:
In accordance with Section 129(3) of the Companies Act, 2013 and Indian Accounting Standard (Ind-AS) 110, the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries, which forms part of this Annual Report.
The Company does not have any material subsidiary whose net worth exceeds 10% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 10% of the consolidated income of the Company and its subsidiaries during the previous financial year. However, the Company has prepared a policy for determining material subsidiaries which is uploaded on the Company''s website and can be accessed vide weblink: http://cardindia.com/wp-content/uploads/2023/ 05/ICC-Policy-on-Material-Subsidiaries-Rev.-02-07.04.2023.pdf
The Statement in Form AOC-I containing salient features of the financial statements of Company''s Subsidiaries is attached to the financial statements of the Company.
The brief details about the performance and financial position of the subsidiaries of the Company are given below:
a) ICC International Agencies Limited:
ICC International Agencies Limited (ICCIAL) recorded substantial decrease of approximately 39% in its revenue from Rs. 143.21 Lakh in the previous year to Rs. 87.69 Lakh in the financial year 2022-23. Further, the loss after tax also increased from Rs. 38.09 Lakh in the previous financial year to a loss of Rs. 119.44 Lakh in the year under review.
Overall unstable demand in the international market and cheaper imported options available in the domestic market led to lower demand for capital machinery by garment and home furnishing manufacturers and exporters in India. Moreover, delayed deliveries due to supply chain constraints also impacted sales of textile machineries in India. As a result, the revenue of ICCIAL was impacted substantially.
b) Garnett Wire Limited, U.K.:
Garnett Wire Limited, a U.K. Company, wholly owned subsidiary of the Company, recorded increase of approximately 8% in its revenue from £967,869 (equivalent to Rs. 969.78 Lakh) to £1,044,910 (equivalent to Rs. 1,049.88 Lakh). The after-tax profit is £3,058 (equivalent to Rs. 3.07 Lakh) as against previous year''s loss of £64,571 (equivalent to Rs. 64.70 Lakh).
Improvement in demand for servicing activity helped in the increase of sales of Garnett Wire Limited, whilst some cost reductions in general and administrative costs following the Company''s acquisition of the balance shares in Garnett Wire Limited helped to further improve the net margins.
The Company has constituted an Audit Committee pursuant to the provisions of Section 177(8) of the Companies Act, 2013, read with Rules 6 and 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.
The Board of Directors of the Company in its meeting held on August 11, 2022 reconstituted the Audit Committee in compliance with Regulation 18 of the Listing Regulations as per the details given below:
|
Sr. No. |
Name |
Designation |
|
1) |
Mr. Sudhir Merchant |
Chairman (Independent Director) |
|
2) |
Dr. Sangeeta Pandit |
Member (Independent Director) |
|
3) |
Mr. Darshan Bhatia |
Member (Independent Director) |
All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company.
The Company has established a âVigil Mechanism Policyâ as per Regulation 22 of the Listing Regulations. The Company has also amended this policy from time to time as per the amendments made to the Listing Regulations and SEBI (Prohibition of Insider Trading) Regulations, 2015. The details of this Vigil Mechanism have been provided in the Corporate Governance Report and also posted on the website of the Company at: http://cardindia.com/wp-content/uploads/2023/05/ICC-Policy-on-Vigil-Mechanism-Rev.-02-07.04.2023.pdf
P. G. Bhagwat LLP, Chartered Accountants (Firm Registration No. 101118W/W100682), Pune, were reappointed as the Statutory Auditor of the Company for a period of five (5) consecutive years commencing from the conclusion of the 68th AGM held on September 8, 2022 till the conclusion of the 73rd AGM of the Company. Accordingly, the term of P.G. Bhagwat LLP, Chartered Accountants, Pune would expire at the conclusion of 73rd Annual General Meeting of the Company.
There are no adverse remarks nor any disclaimer, qualifications or reservations in the Auditors'' Report.
The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).
Mr. Devendra V. Deshpande (Membership No. F6099 / CP. No. 6515), Proprietor of DVD & Associates, Company Secretaries, Pune was appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2022-23, as required under Section 204 of the Companies Act, 2013 and the rules made thereunder.
The Secretarial Audit Report for the financial year 2022-23 is annexed as Annexure - A to this Report.
There are no adverse remarks nor any disclaimer, qualifications or reservations in the Secretarial Audit Report.
13) DIRECTORSâ RESPONSIBILITY STATEMENT:
In terms of Sections 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors confirm that:
a) in the preparation of the annual accounts for the financial year ended March 31,2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended March 31, 2023;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls, which are to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a certificate from DVD & Associates, Pune confirming compliance, is set out separately under Corporate Governance Report.
15) POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION:
In terms of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, the Board of your Company, on recommendation of the Nomination and Remuneration Committee (âNRCâ), had adopted a Nomination Policy titled as âNomination & Remuneration Policyâ pursuant to the requirements of Listing Regulations which interalia includes the Company''s policy on Board diversity, selection, appointment and remuneration of Directors, criteria for determining qualifications, positive attributes, independence of a Director and criteria for performance evaluation of the Directors. The Company has also amended this policy from time to time as per the amendments made to the Listing Regulations. The Nomination & Remuneration Policy as approved by the Board is uploaded on the Company''s website at: http:// cardindia.com/wp-content/uploads/2023/05/ICC-Nomination-Remuneration-Policv-Rev.-02-07.04.2023.pdf
Regulation 4(2)(f)(ii)(9) read with Regulation 17(10) of the Listing Regulations, mandates that the Board shall monitor and review the Board evaluation framework and shall carry out performance evaluation of the Independent Directors. The Companies Act, 2013, states that a formal annual evaluation needs to be done by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.
The performance evaluation of the Directors, the Board and its Committees was accordingly carried out based on the criteria laid down under the SEBI Circular dated January 5, 2017, for Performance Evaluation in the Nomination & Remuneration Policy and approved by the Board of Directors. Further details in respect of the criteria of evaluation has been provided in the Corporate Governance Report.
The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also assessed the quality, quantity and timelines of flow of information between the Company management and the Board. Your directors express their satisfaction with the evaluation process.
17) PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
During the year under review, none of the employees have drawn remuneration more than the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and none of the employees hold (by himself or along with his spouse and dependent children) more than 2% of the equity shares of the Company. Hence, the requirement of disclosure under Section 197(12) of the Companies Act, 2013, is not applicable.
The details of Top 10 employees together with the remuneration drawn by them is annexed as Annexure - B to this Report.
18) PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES:
a) The ratio of the remuneration of each Director to the median employeeâs remuneration for the financial year and such other details as prescribed is as given below:
Mr. Alok Misra (DIN : 09198314), who had resigned from the position of âManager'' under the
Companies Act, 2013, was appointed as the Whole-time Director (Whole-time Key Managerial Personnel) under the Companies Act, 2013 for a tenure of 3 (three) years with effect from February 11, 2023 designated as âWhole-Time Director & Chief Executive Officerâ. The salary paid to Mr. Misra in his capacity as the âWhole-Time Directorâ of the Company for the period February 12, 2023 is not comparable with the remuneration paid to other employees for the entire financial year.
b) The percentage increase in remuneration of each Director, Manager, Chief Executive Officer, Chief Financial Officer or Company Secretary, if any, in the financial year:
|
Name |
% increase |
|
Mr. Alok Misra, Whole-Time Director under the Companies Act, 2013 designated as Chief Executive Officer |
The percentage increase of approx. 21.08% in the remuneration paid to Mr. Misra during the year was on account of performance linked payment paid to Mr. Misra as per the terms of his remuneration approved by the shareholders by way of a special resolution through Postal Ballot on May 9, 2023. |
|
Mr. Chandrakant Dattatray Patil, Chief Financial Officer |
The percentage increase of approx. 21% in the remuneration paid to Mr. Patil during the year was on account of his tenure (12 Months in 21-22) and performance linked payment paid to Mr. Patil. |
|
Mr. Amogh Barve Company Secretary |
The percentage increase of approx. 18% in the remuneration paid to Mr. Barve during the year was on account of 1 time arrear payment & performance linked payment paid to Mr. Barve. |
c) The percentage increase in the median remuneration of employees in the financial year:
There was an increase of approximately 10.10% in the median remuneration of employees in the financial year.
d) The number of permanent employees on the rolls of the Company as on March 31, 2023: 227
e) Average percentile increase already made in the salaries of employeesâ other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
Increase in the average percentile in the salaries of employees other than managerial personnel is approximately 6.50% whereas average increase in the managerial remuneration is approximately 21%. Considering the skills, expertise and enhanced responsibilities of the Managerial Personnel, the average increase in the managerial remuneration commensurate with the additional responsibilities shouldered by the Managerial Personnel.
f) The remuneration has been paid to all the employees of the Company in accordance with the Nomination & Remuneration Policy of the Company.
19) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:
All the transactions with related parties are in the ordinary course of business and at arm''s length basis; and therefore, disclosure in Form AOC-2 is not required.
The Policy on Related Party Transactions has been revised by the Company from time to time based on the changes made in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The updated Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at: http://cardindia.com/wp-content/uploads/2023/07/ICC-Policv-on-Related-Partv-Transactions-Rev.-03-29.05.2023.pdf.
During the year 2022-23, the Company did not accept any deposit from public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.
21) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
⢠During the year under review, in compliance with the provisions of section 186 of the Companies Act, 2013, the Company invested in the Equity Share Capital of ICC International Agencies Limited (ICCIAL), Wholly Owned Subsidiary of the Company a sum of Rs. 30,00,000/- (Rupees Thirty Lakh Only) by subscribing 30,000 Equity Shares of face value of Rs.10/- each at an issue price of Rs. 10/- per equity share by participating under Rights Issue of ICCIAL.
Your Board of Directors review performance of ICCIAL every quarter. Though ICCIAL has substantially eroded its net worth due to various external factors impacting the revenue of ICCIAL, your Board of Directors believes that the expected recovery of textile industry in India in the financial year 2023-24 and improved delivery commitments from the OEMS, would further support ICCIAL in achieving a sustainable growth. Therefore, your Board of Directors are cautiously optimistic about the recovery of ICCIAL''s performance and do not have any significant doubt about ICCIAL''s ability to continue as a going concern.
⢠In compliance with the provisions of section 186 of the Companies Act, 2013, the Board of Directors of the Company in its meeting held on June 27, 2022 approved the proposal of acquiring balance 40% equity stake in Garnett Wire Ltd., UK - foreign subsidiary of the Company, from its Joint Venture Partner - Joseph Sellers & Son Limited. Accordingly, the acquisition of balance 40% equity stake in Garnett Wire Ltd., UK was completed on August 19, 2022. Thus, Garnett Wire Ltd., UK is now wholly owned subsidiary of the Company.
22) SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
23) ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company is giving due consideration to the conservation of energy and all efforts are being made to properly utilize the energy resources. The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure - C to this Report.
24) MAINTENANCE OF COST RECORDS AND APPLICABILITY OF COST AUDIT:
The Company has a costing system to help control costs and to take decisions on pricing. Pursuant to Notification No. G.S.R. 725 (E) dated July 31, 2018 whereby the Companies (Accounts) Amendment Rules, 2018 were notified, the Company is maintaining the Cost Records under sub-section (1) of Section 148 of the Companies Act, 2013.
25) ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company operates in ERP environment and has implemented the Oracle System for the purpose of âInternal Financial Controlsâ within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013, read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014. The Company is in the process of upgrading the present version of its Oracle System to new Oracle version 12.2. The Company is also in the process of restructuring its Finance and Accounts function, including finance and accounts function at its branch at Turkey, and some of its other support functions and thereby re-defining the Risk Control Matrix for the purpose of maintaining adequate internal financial controls.
This has not affected any of the internal financial controls laid down by the Company during the financial year under review. The internal financial controls of the Company are adequate and were operating effectively during the year under review. The Board of Directors has adopted necessary internal control policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.
The Board of Directors is of the opinion that for the year ended March 31,2023, the Company has sound internal financial controls commensurate with the nature and size of the business operations of the Company.
There was no instance of any fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.
27) APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, the Company has neither made any application under Insolvency and Bankruptcy Code, 2016 nor there any proceedings pending against the Company under Insolvency and Bankruptcy Code, 2016.
28) DETAILS OF ONE-TIME SETTLEMENT WITH THE BANK OR FINANCIAL INSTITUTION TOGETHER WITH DETAILS OF VALUATION:
As on March 31, 2023, the Company has not borrowed any money from any Bank or Financial Institution nor the Company has entered into any one-time settlement with any Bank of Financial institution during the year, and hence the requirement of providing details as stated under Rule 8(5) the Companies Accounts Rules, 2014 regarding the difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions alongwith the reasons thereof does not apply to the Company.
The Company has in place a Risk Management System which takes care of risk identification, assessment and mitigation. There are no risks which in the opinion of the Board threaten the existence of the Company. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming part of this Report.
Pursuant to Section 92(3) read with Section 134(3)(a) of Companies Act, 2013, a copy of Annual Return for the financial year 2021-22 is available on the website of the Company at http://cardindia.com/wp-content/uploads/2023/05/Annual-Return-Form-MGT-7-F.Y.-2021-22.pdf and a copy of Annual Return for the financial year 2022-23 will be made available on the website of the company after submission of the same to the Registrar of Companies.
31) CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company has constituted CSR Committee considering the requirements of the Companies Act, 2013. Details regarding constitution of the Committee and its meetings have been provided in the Corporate Governance Report.
Considering the threshold requirements specified under Section 135(1) of the Companies Act, 2013, the Company was not liable for CSR spending as specified under Section 135(5) of the Companies Act, 2013, for the financial year 2022-23 and hence, has not spent any amount on CSR activities during the financial year 2022-23.
32) POLICY ON PREVENTION OF SEXUAL HARASSMENT:
The Company has in place Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment and to conduct regular awareness programs. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the financial year 2022-23, no complaints were received regarding sexual harassment.
33) DISCLOSURE UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:
Except as stated above and disclosed elsewhere in this Report, no material changes and commitments have occurred between the end of the financial year of the Company and date of this Report which can affect the financial position of the Company.
34) SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):
The Company complies with the Secretarial Standards issued by ICSI, one of the premier professional bodies in India.
35) CHANGES IN THE NATURE OF BUSINESS:
There were no changes in the nature of business during the financial year under review.
Your directors place on record their sincere thanks and appreciation for the continued support extended by Central and State Governments, bankers, customers, suppliers and members. Your Board would like to record its sincere appreciation to the employees for the dedicated efforts and contribution in playing a significant part in the Company''s operations.
Mar 31, 2018
To
The Members
The Indian Card Clothing Company Limited
The Directors presents their Sixty Fourth Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the year ended March 31, 2018.
1) FINANCIAL RESULTS:
(Rs. in Lakh)
|
Particulars |
Financial Year |
|
|
2017-18 |
2016-17 |
|
|
Revenue from operations |
6,027.65 |
5,620.62 |
|
Other Income |
550.78 |
2,918.50 |
|
Total Income |
6,578.44 |
8,539.12 |
|
Finance cost |
241.37 |
183.86 |
|
Depreciation |
517.31 |
606.00 |
|
Profit / (Loss) before exceptional items |
(970.38) |
1,760.52 |
|
Exceptional items |
(1,302.30) |
- |
|
Profit / (Loss) Before Tax |
(2,272.68) |
1,760.52 |
|
Provision for Tax (including deferred tax) |
(491.54) |
307.99 |
|
Profit / (Loss) After Tax |
(1,781.14) |
1,452.53 |
|
Total Comprehensive Income for the year |
(1,808.34) |
1,395.34 |
2) PERFORMANCE REVIEW:
During the year under review, the Company earned a total revenue of Rs. 6,578.44 Lakh as against Rs. 8,539.12 Lakh in the previous year. The loss incurred by the Company for the financial year 2017-18 has been Rs. (1,781.14) Lakh against the profit after tax of Rs. 1,452.53 Lakh for the financial year 2016-17.
Operations Highlights:
- The revenue of the Card Clothing segment for the financial year 2017-18 has increased by approximately 12%.
- The commercial building at Powai, Mumbai, has been substantially occupied during the financial year 2017-18, barring some exceptions during the year.
- The Company has experienced continued operational losses for the last 5 years. In view of this and as a strategic move, it was decided to permanently discontinue the operations of its factory at Pimpri, Pune and shift the Pimpri plant operations to the state of the art manufacturing facility at Nalagarh. Consequent to such a decision, an amicable wage settlement was concluded with the unionized employees of Pimpri plant vide a Memorandum of Settlement (MoS) on April 18, 2018. The unionized employees have been paid their full and final settlement of Rs. 1,302.30 Lakh. This has resulted in an increase in the total loss incurred by the Company during the financial year under review. However, this move to Nalagarh will facilitate an improvement in the operational results over a period as the Company intends to hereafter focus on producing card clothing primarily for high speed cards.
3) SHARE CAPITAL:
The paid-up share capital of the Company as on March 31, 2018, was Rs. 455.11 Lakh. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock option or sweat equity. As on March 31, 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
4) STATE OF THE COMPANYâS AFFAIRS:
Though the Card Clothing segment has incurred losses for the financial year ended March 31, 2018, efforts have been made by the Management Team to improve operational efficiency and reduce costs.
With the Companyâs manufacturing operations now entirely based at Nalagarh, your Directors are cautiously optimistic that the performance of the card clothing division will improve with an improved cost structure and deployment of appropriate resources in key functional areas of the Company.
The detailed information about the Companyâs affairs is provided under the Management Discussion and Analysis Report in accordance with the requirements under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter called and referred to as âthe Listing Regulationsâ), which forms a part of this Report.
5) DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) Meetings of the Board of Directors held during the year 2017-18:
During the year under review, six (6) meetings of the Board of Directors took place, details of which have been provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the two (2) meetings did not exceed 120 days in accordance with the provisions of the Companies Act, 2013.
b) Declaration by Independent Directors:
The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.
The Independent Directors are not liable to retire by rotation as per Section 152 of the Companies Act, 2013.
c) Changes in the Board of Directors during the year 2017-18:
During the year under review, there has been no change in the constitution of the Board of Directors of the Company.
Further, Mr. Prashant Trivedi (DIN: 00167782) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The brief profile of Mr. Prashant Trivedi seeking re-appointment at the ensuing Annual General Meeting, as a Director liable to retire by rotation has been included in the Notice convening the ensuing Annual General Meeting.
d) Details of Key Managerial Personnel:
In view of the resignation of Mr. Amogh Barve, Manager (Legal) & Company Secretary of the Company, with effect from February 2, 2018, the Board in its meeting held on February 9, 2018, appointed Ms. Jaimeetkaur Sial as the Manager (Legal), Company Secretary & Compliance Officer of the Company, with effect from April 17, 2018.
There was no other change in the Key Managerial Personnel of the Company.
6) DIVIDEND:
Your Directors do not recommend any dividend for the year under review.
7) SUBSIDIARY COMPANIES AND THEIR PERFORMANCE / FINANCIAL POSITION:
In accordance with Section 129(3) of the Companies Act, 2013 and Indian Accounting Standard (Ind-AS) 27, the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries, which forms part of this Annual Report.
The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company and its subsidiaries during the previous financial year. However, the Company has prepared a policy for determining material subsidiaries which is uploaded on the Companyâs website and can be accessed vide weblink: http://cardindia.com/wp-content/uploads/2018/01/ICC-Policy-on-Material-Subsidiaries.pdf.
The Statement in Form AOC-I containing salient features of the financial statements of the Companyâs Subsidiaries is attached to the financial statements of the Company. The brief details about the performance and financial position of the subsidiaries of the Company are given below:
a) ICC International Agencies Limited:
ICC International Agencies Limited (ICCIAL) recorded a decrease of 0.73% in its revenue from Rs. 352.43 Lakh in the previous year to Rs. 349.85 Lakh in the financial year 2017-18. Further, ICCIAL recorded loss after tax of Rs. 59.07 Lakh in the current year against previous yearâs loss after tax of Rs. 43.74 Lakh. The reduced revenue and the after-tax loss incurred was due to the difficult trading conditions in the textile industry within India leading to many customers postponing or cancelling capital equipment purchases. The global slowdown in the textile industry also contributed to reduced revenue.
b) Garnett Wire Limited, U.K.:
Garnett Wire Limited, a U.K. Company, in which your Company holds 60% of the issued share capital, recorded increase of 0.80% in its revenue from £1,137,224 (equivalent to Rs. 1,000.64 Lakh) to £1,146,372 (equivalent to Rs. 987.31 Lakh). The profit after tax is £24,376 (equivalent to Rs. 20.99 Lakh) as against previous yearâs loss of £18,988 (equivalent to Rs. 16.70 Lakh).
c) Shivrai Sugar and Allied Products Private Limited:
Shivraj Sugar and Allied Products Private Limited is yet to commence operations.
8) AUDIT COMMITTEE:
Pursuant to the provisions of Section 177(8) of the Companies Act, 2013, read with Rules 6 and 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Audit Committee consists of the following Members:
|
Sr. No. |
Name |
Designation |
|
1) |
Mr. Jyoteendra Kothary |
Chairman (Independent Director) |
|
2) |
Mr. Hemraj Asher |
Member (Independent Director) |
|
3) |
Mr. Sudhir Merchant |
Member (Independent Director) |
|
4) |
Dr. Sangeeta Pandit* |
Member (Independent Director) |
-Inducted as a member with effect from February 9, 2018.
The above composition of the Audit Committee consists of Independent Directors only.
All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company.
9) VIGIL MECHANISM:
The Company has established a vigil mechanism as per Regulation 22 of the Listing Regulations. The details of which have been provided in the Corporate Governance Report and also posted on the website of the Company at: http://cardindia.com/wp-content/uploads/2018/01/ICC-Vigil-Mechanism-Policy.pdf.
10) STATUTORY AUDITORS:
M/s. P. G. Bhagwat, Chartered Accountants (Firm Registration No. 101118W), have been acting as auditors of the Company since conclusion of the 63rd Annual General Meeting (AGM) of the Company held on August 11, 2017. They were appointed for a period of five (5) consecutive years commencing from the conclusion of 63rd AGM till the conclusion of the 68th AGM of the Company, subject to ratification by the members, if any, required as per applicable laws from time to time, at every AGM.
Pursuant to notification of certain sections of the Companies (Amendment) Act, 2017, on May 7, 2018, the requirement of ratification of auditors by the members is no longer required. However, as matter of abundant precaution, the ratification by the members is being sought for the approval of members in the ensuing AGM. Further, taking into consideration this recent amendment, the annual ratification will not be sought next year onwards.
11) AUDITORâS REPORT:
There are no adverse remarks nor any disclaimer, qualifications or reservations in the Auditorâs Report.
The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).
12) SECRETARIAL AUDIT REPORT:
S. Anantha & Ved LLP, (LLPIN: AAH8229), Company Secretaries, Mumbai, were appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2017-18, as required under Section 204 of the Companies Act, 2013 and the rules made thereunder.
The Secretarial Audit Report for the financial year 2017-18 is annexed as Annexure - A to this Report.
There are no adverse remarks nor any disclaimer, qualifications or reservations in the Secretarial Audit Report.
13) DIRECTORSâ RESPONSIBILITY STATEMENT:
In terms of Sections 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors confirm that:
a) in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year ended March 31, 2018;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls, which are to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
14) CORPORATE GOVERNANCE:
As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a certificate from Apte Joshi & Associates, Practicing Company Secretaries, confirming compliance, is set out separately under Corporate Governance Report.
15) POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION:
The Company has adopted a policy titled as âNomination & Remuneration Policyâ which interalia includes the Companyâs policy on Board diversity, selection, appointment and remuneration of Directors, criteria for determining qualifications, positive attributes, independence of a Director and criteria for performance evaluation of the Directors.
The Nomination & Remuneration Policy as approved by the Board is annexed to this Report as Annexure - B and is also uploaded on the Companyâs website at: http://cardindia.com/wp-content/uploads/2018/01/ICC-Nomination-Remuneration-Policy.pdf.
16) PERFORMANCE EVALUATION:
Pursuant to Regulation 4(2)(f)(ii)(9) read with Regulation 17(10) of the Listing Regulations, mandates that the Board shall monitor and review the Board evaluation framework and shall carry out performance evaluation of the Independent Directors. The Companies Act, 2013, states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.
The performance evaluation of the Directors, the Board and its Committees was accordingly carried out based on the criteria laid down under the SEBI Circular dated January 5, 2017, for Performance Evaluation in the Nomination & Remuneration Policy and approved by the Board of Directors. Further details in respect of the criteria of evaluation has been provided in the Corporate Governance Report.
The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also assessed the quality, quantity and timelines of flow of information between the Company management and the Board. Your Directors express their satisfaction with the evaluation process.
17) PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
None of the employees have drawn remuneration more than the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and none of the employees hold (by himself or along with his spouse and dependent children) more than 2% of the equity shares of the Company. Hence, the requirement of disclosure under Section 197(12) of the Companies Act, 2013, is not applicable.
The details of Top 10 employees together with the remuneration drawn by them is annexed as Annexure - C to this Report.
18) PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES:
a) The ratio of the remuneration of each Director to the median employeeâs remuneration for the financial year and such other details as prescribed is as given below:
The Company did not have any Executive Director on its roll during the financial year 2017-18. Therefore, the ratio required above is not applicable.
b) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:
|
Name |
% increase |
|
Mr. Vinod Vazhapulli (Chief Executive Officer) |
Joined the services of the Company with effect from January 16, 2017. Hence, there is no increase in his remuneration. |
|
Mr. Krishna Suvarna (Chief Financial Officer) |
4.02 |
|
Mr. Amogh Barve* (Company Secretary) |
9.00 |
* Resigned with effect from February 2, 2018.
c) The percentage increase in the median remuneration of employees in the financial year: Nil.
d) The number of permanent employees on the rolls of the Company as on March 31, 2018: 345.
e) Average percentile increase already made in the salaries of employeesâ other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
During the year under review, there was no increase in the average remuneration of employees other than the managerial personnel. Further, there was no increase in the average managerial remuneration during the year.
f) The remuneration has been paid to all the employees of the Company as per the Nomination & Remuneration Policy of the Company.
19) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:
All the transactions with related parties are in the ordinary course of business and on armâs length basis; and therefore, disclosure in Form AOC-2 is not required.
The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website at http://cardindia.com/wp-content/uploads/2018/01/ICC-Policy-on-Related-Party-Transactions.pdf.
20) DEPOSITS:
During the year 2017-18, the Company did not accept any deposit from public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.
21) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
During the year under review, no loans or guarantees were given or investments were made pursuant to provisions of Section 186 of the Companies Act, 2013.
22) SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
23) ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company is giving due consideration to the conservation of energy and all efforts are being made to properly utilize the energy resources.
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure - D to this Report.
24) ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company operates in ERP environment and has implemented the Oracle System for the purpose of âInternal Financial Controlsâ within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013, read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014. The Company has laid down internal financial controls, which are adequate and were operating effectively and the Board of Directors has adopted necessary internal control policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.
The Board of Directors is of the opinion that for the year ended March 31, 2018, the Company has sound internal financial controls commensurate with the nature and size of the business operations of the Company.
25) RISK MANAGEMENT:
The Company has in place a Risk Management System which takes care of risk identification, assessment and mitigation. The Company has a 2-tier structure consisting of Risk Steering Committee and Risk Council to monitor and mitigate the risks of the Company. There are no risks which in the opinion of the Board threaten the existence of the Company. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming part of this Report.
26) EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return pursuant to Section 92(3) of the Companies Act, 2013, prepared in Form MGT-9 is annexed as Annexure - E to this Report.
27) CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company has constituted CSR Committee considering the requirements of the Companies Act, 2013. Details regarding constitution of the Committee and its meetings have been provided in the Corporate Governance Report.
Considering the threshold requirements specified under Section 135(1) of the Companies Act, 2013, the Company was not liable for CSR spending as specified under Section 135(5) of the Companies Act, 2013, for the financial year 2017-18 and hence, has not spent any amount on CSR activities during the financial year 2017-18.
28) POLICY ON PREVENTION OF SEXUAL HARASSMENT:
The Company has in place Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment and to conduct regular awareness programs .All employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the year 2017-18, no complaints were received regarding sexual harassment.
29) DISCLOSURE UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:
Except as stated above and disclosed elsewhere in this Report, no material changes and commitments have occurred between the end of the financial year of the Company and date of this Report which can affect the financial position of the Company.
30) SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):
The Company complies with the Secretarial Standards issued by ICSI, one of the premier professional bodies in India.
31) CHANGES IN THE NATURE OF BUSINESS
There were no changes in the nature of business during the financial year under review.
32) APPRECIATION:
Your Directors place on record their sincere thanks and appreciation for the continued support extended by Central and State Governments, bankers, customers, suppliers and members. Your Board would like to record its sincere appreciation to the employees for the dedicated efforts and contribution in playing a significant part in the Companyâs operations.
For and on behalf of the Board of Directors
Place : Mumbai Prashant Trivedi
Date : May 29, 2018 Chairman
(DIN :00167782)
Mar 31, 2017
BOARD''S REPORT
To
The Members
The Indian Card Clothing Company Limited
The Directors take pleasure in presenting their 63rd Annual Report on the business and operations of the Company together with audited financial statements for the year ended March 31, 2017.
01. FINANCIAL RESULTS: (Rs. Lakhs)
|
Particulars |
Financial Year |
|
|
2016-17 |
2015-16 |
|
|
Sales and Servicing |
4,519.10 |
5,760.93 |
|
Other Income |
3,207.41 |
2,849.99 |
|
Total Income |
7,726.51 |
8,610.92 |
|
Profit before Interest, Depreciation and Tax |
2,143.07 |
2,494.52 |
|
Finance Cost |
(93.86) |
(80.73) |
|
Depreciation |
(606.00) |
(740.21) |
|
Exceptional items |
- |
- |
|
Profit / (Loss) before Tax |
1,496.57 |
1,673.58 |
|
Provision for Tax |
(228.98) |
(313.36) |
|
Profit / (Loss) after Tax |
1,267.59 |
1,360.21 |
|
Sales Analysis |
|
|
|
Metallic |
3,285.75 |
4,144.47 |
|
Woollen |
501.41 |
613.25 |
|
Accura |
521.10 |
739.40 |
|
Exports |
1,045.55 |
1,456.74 |
02. PERFORMANCE REVIEW:
During the year under review, the Company earned total revenue of Rs. 7,726.51 Lakhs as against Rs. 8,610.92 Lakhs in the Previous Year. The profit after tax earned by the Company for the financial year 2016-17 has been Rs. 1,267.59 Lakhs against the profit after-tax of Rs. 1,360.21 Lakhs for the financial year 2015-16.
Operations Highlights:
- The revenue of the Card Clothing Division for the financial year 2016-17 was down by approx. 22% due to overall slowdown in the textile industry.
- At the beginning of the year under review, your Company successfully completed the sale transaction of the 2ndfloorofthe ICC Devi Gaurav Technology Park, Pimpri, Pune.
- The commercial building at Powai, Mumbai has been substantially occupied during the financial year 201617 barring some exceptions during the year.
03. SHARE CAPITAL:
The paid up share capital of the Company as on March 31, 2017 was Rs. 455.11 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares. As on March 31, 2017, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
04. STATE OF COMPANY''S AFFAIRS:
Though the Card Clothing segment has incurred losses for the financial year ended March 31, 2017, efforts have been made by the Management Team to improve operational efficiency and reduce costs.
Your Directors are therefore optimistic about showing a better performance in improving sales of the Company in the coming years through improvements in processes and the deployment of appropriate resources, in the functional areas of the company.
Mr. Vinod Vazhapulli has been appointed as the Chief Executive Officer (CEO) of the Company with effect from January 16, 2017, with the specific task of focusing on the Card Clothing Division. We are confident that the Company would benefit under the professional management and leadership of Mr. Vinod Vazhapulli.
The detailed information about the Company''s Affairs is provided under the Management Discussion and Analysis Report in accordance with the requirements under Regulation 34 (2) (e) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 (the "Listing Regulations").
05. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) Meetings of the Board of Directors held during the vear2016-17:
During the year under review, five (5) meetings of the Board of Directors took place, details of which have been provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the two meetings did not exceed 120 days in accordance with the provisions of the Companies Act, 2013.
b) Declaration bv Independent Directors:
The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
All Independent Directors are not liable to retire by rotation as per Section 152 of the Companies Act, 2013.
c) Changes in the Board of Directors during the year 2016-17:
The following changes have taken place in the Board of Directors of the Company during the year 2016-17:
- Mr. Mehul K. Trivedi resigned as the Managing Director of the Company with effect from January 16,2017. however, he continues to be the Non-Independent Non-Executive Director of the Company.
- Other than change in designation of Mr. Mehul K. Trivedi from the position of Managing Director of the Company to Non- Executive Director of the Company, there was no change in the Board of Directors of the Company.
Mr. Mehul K. Trivedi (DIN: 00030481) is liable to retire by rotation at the ensuing Annual General Meeting.
The brief profile of Mr. Mehul K. Trivedi seeking re-appointment at the ensuing Annual General Meeting, as a Director liable to retire by rotation has been included in the notice convening the ensuing Annual General Meeting.
d) Details of Key Managerial Personnel other than Managing Director:
- The Board in its meeting held on December 7, 2016, appointed Mr. Vinod Vazhapulli as Chief Executive Officer (whole time Key Managerial Personnel) and Manager with effect from January 16,2017, underthe provisions of the Companies Act, 2013.
- Other than appointment of Mr. Vinod Vazhapulli as Manager (Whole time Key Managerial Personnel) and designated as ''Chief Executive Officer1 under the provisions of the Companies Act, 2013, there was no change in the Key Managerial Personnel of the Company.
06. DIVIDEND:
The Company has earned net profit of Rs.1, 267.59 Lakhs during the financial year 2016-17. This was mainly on account of profit on sale of 2nd floor of IT Park at Pimpri, Pune. The Company has already distributed a Special
Interim Dividend for the financial year 2016-17 @ Rs. 10/- per Equity Share of face value of Rs.10/- each, i.e. 100%. Given the Company''s policy to maintain a stable dividend, the Board of Directors, in its meeting held on May 26, 2017, has recommended, subject to approval of the Members of the Company, a dividend of Rs. 21- per Equity Share of Face Value of Rs. 10/- each, i.e. 20% for the year ended March 31, 2017 to be paid out of the profits of the Company.
No amount was transferred to Reserves for the year under review.
07. SUBSIDIARY COMPANIES AND THEIR PERFORMANCE I FINANCIAL POSITION:
In accordance with Section 129 (3) of the Companies Act, 2013 and Accounting Standard (AS) 21, the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries, which forms part of this Annual Report.
The Company does not have any material subsidiary whose net worth exceeds 20 percent of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20 percent of the consolidated income of the Company and its subsidiaries during the previous financial year. However, the Company has prepared a policy for determining material subsidiaries which is uploaded on the Company''s website and can be accessed vide web link:
http://www.cardindia.com/content/pdf/Policy_on_Material_Subsidiaries.pdf
The Statement in form AOC-1 containing salient features of the financial statements of Company''s Subsidiaries is attached to the financial statements of the Company. The brief details about the performance and financial position of the subsidiaries of the Company are given below:
a) ICC International Agencies Ltd.:
ICC International Agencies Ltd (ICCIAL) recorded a decrease of 0.5 percent in its revenue from Rs. 354.36 Lakhs in the previous year to Rs. 352.43 Lakhs in the financial year 2016-17. The Subsidiary Company recorded loss after tax of Rs. 43.58 Lakhs in the current year against previous year''s loss after tax of Rs. 26.16 Lakhs. The reduced revenue and the after tax loss incurred was due to the difficult trading conditions in the textile industry within India leading to many customers postponing or cancelling capital equipment purchases. The global slowdown in the textile industry also contributed to reduced revenue.
b) Garnett Wire Ltd.. UK:
Garnett Wire Ltd, a U.K. Company, in which your Company holds 60 percent of the issued share capital, recorded reduction of 9.4 percent in its revenue from £1,255,011 (equivalent to Rs. 1,180 Lakhs) to £1,137,224 (equivalent to Rs. 1,000.64 Lakhs). Thelossaftertaxwas£18,988(equivalent to Rs. 16.70 Lakhs) as against a profit of £884,739 (equivalent to Rs. 831.57 Lakhs) in the previous year. The subsidiary incurred a loss during the year under review mainly due to the expenses incurred to move its operation to a rented facility post sale of its owned premises in the previous financial year.
c) Shivrai Sugar and Allied Products Pvt. Ltd.:
Shivraj Sugar and Allied Products Pvt. Ltd. is yet to commence the operations.
08. AUDIT COMMITTEE:
Pursuant to the provisions of Sections 177 (8) of the Companies Act, 2013, read with Rule 6 and 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Audit Committee consists of the following Members:
|
Sr. No. |
Name |
Designation |
|
1) |
Mr. Jyoteendra M. Kothari |
Chairman (Independent Director) |
|
2) |
Mr. Hemraj C. Asher |
Member (Independent Director) |
|
3) |
Mr. SudhirA. Merchant |
Member (Independent Director) |
The above composition of the Audit Committee consists of Independent Directors only.
All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company.
09. VIGIL MECHANISM:
The Company has adopted Vigil Mechanism, details of which have been provided in the Corporate Governance
Report and also posted on the website of the Company at:
http://www.cardindia.com/content/fr_investors.htm
10. STATUTORY AUDITORS:
M/s. B.K. Khare & Co., Chartered Accountants (Firm Reg. No. 105102W), have been acting as auditors of the Company since conclusion of 48th Annual General Meeting of the Company held on September 25, 2002. They were reappointed as the statutory auditors of the Company at the Annual General Meeting of the Company held on August 6,2015 for two financial years, i.e., for the financial year 2015-16 and 2016-17. Subsequently, in the Annual General Meeting of the Company held on August 12,2016, their appointment as Statutory Auditors of the Company was ratified by the Members up to the conclusion of this Annual General Meeting. Accordingly, M/s. B.K. Khare & Co., Chartered Accountants, Pune would hold the office of the Statutory Auditors of the Company up to the conclusion of the ensuing Annual General Meeting of the Company.
The Board of Directors of the Company, therefore, in its meeting held on May 26, 2017 has proposed the appointment of M/s. P.G. Bhagwat, Chartered Accountants, Pune (Firm Registration No.: 101118W), on the basis of the recommendation of the Audit Committee, as the Statutory Auditors of the Company for a period of five years commencing from the conclusion of this Annual General Meeting (AGM) till the conclusion of the sixty-eighth AGM of the Company, subject to ratification by the members, if any required as per applicable laws from time to time, at every Annual General Meeting.
It should be noted that M/s. P.G. Bhagwat, Chartered Accounts, Pune were holding the office of the Internal Auditors of the Company for the financial year 2016-17 and years prior to financial year 2016-17.
The Company has received written consent from M/s. P.G. Bhagwat, Chartered Accountants, Pune, stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules made there under. As required under Regulation 33(1 )(d) of the SEBI (LODR) Regulations, 2015. M/s. P.G. Bhagwat, Chartered Accountants, Pune have also confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.
11. AUDITORS'' REPORT:
There are no adverse remarks nor any disclaimer, qualifications or reservations in the Auditors'' Report.
The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).
12. SECRETARIAL AUDIT REPORT:
S. Anantha & Ved LLP, (LLPIN: AAH8229), Company Secretaries, Mumbai were appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2016-17, as required under Section 204 of the Companies Act, 2013 and the rules made there under.
The Secretarial Audit Report for the financial year2016-17 is enclosed as Annexure - Ato the Board''s Report. There are no adverse remarks nor any disclaimer, qualifications or reservations in the Secretarial Audit Report.
13. DIRECTORS'' RESPONSIBILITY STATEMENT:
In terms of section 134 (3) (c) and section 134 (5) of the Companies Act, 2013, the Directors confirm that:
a) In the preparation of the annual accounts for the financial year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for the year;
c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls, which are to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
14. CORPORATE GOVERNANCE:
As per Regulation 34 (3) read with Schedule V of the Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance, is set out separately under Corporate Governance Report.
15. POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION:
The Company has adopted a policy titled as "Nomination & Remuneration Policy'' which interalia includes Company''s policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a Director and criteria for performance evaluation of the Directors.
Pursuant to the Guidance Note issued by the Securities and Exchange Board of India (SEBI) through its circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5,2017 on Board Evaluation required to be carried out by the Companies pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR"), the Board of Directors of your Company, in its meeting held on February 11, 2017, based on the recommendations of the Nomination & Remuneration Committee, approved revision in the criteria for performance evaluation of every director (including the Chairperson, CEO, Independent Directors and Non-Independent Directors) as contained in the said Nomination & Remuneration Policy of the Company ("Revised Criteria for Performance Evaluation").
The Revised Nomination & Remuneration Policy as approved by the Board is uploaded on company''s website at: http://cardindia.com/content/pdf/Nomination_Remuneration_Policy.pdf.
16. PERFORMANCE EVALUATION:
Regulation 4 (2) (f) (ii) (9) read with Regulation 17 (10) of the Listing Regulations mandates that the Board shall monitor and review the Board evaluation framework and shall carry out performance evaluation of the Independent Directors. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.
The Performance Evaluation of the Directors, the Board and its Committees was accordingly carried out based on the revised criteria for Performance Evaluation approved by the Nomination & Remuneration Committee and approved by the Board of Directors. Further details in respect of the criteria of evaluation have been provided in the Corporate Governance Report.
The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. Your directors express their satisfaction with the evaluation process.
17. PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5 (2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
Details of Top 10 employees together with the remuneration drawn by them are enclosed as Annexure- B.
None of the employees has drawn remuneration more than the limit prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and none of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company. Hence, the requirement of disclosure under Section 197 (12) of the Companies Act, 2013 is not applicable.
18. PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES:
a) The ratio of the remuneration of each director to the median employee''s remuneration forthe financial year and such other details as prescribed is as given below:
Mr. Mehul K. Trivedi resigned from the position of Managing Director of the Company with effect from January 16, 2017. As a result, the Company did not have any Executive Director on its roll who received the remuneration for the entire financial year 2016-17. Therefore, the remuneration received by Mr. Mehul Trivedi as Managing Director of the Company for part of the year is not comparable with the remuneration of other employees and hence the ratio required above cannot be arrived at.
b) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:
|
Name |
vo increase |
|
Mr. Mehul Trivedi (Director - erstwhile Managing Director) |
Resigned from the position of Managing Director with effect from January 16, 2017 and continues as Non-Executive Director of the Company. Hence, there is no increase in his remuneration. |
|
Mr. Vinod Vazhapulli (Chief Executive Officer) |
Joined the services of the Company with effect from January 16, 2017. Hence, there is no increase in his remuneration. |
|
Mr. K.N. Suvarna (Chief Financial Officer) |
10.67% |
|
Mr. Amogh Barve (Company Secretary) |
24.37% |
c) The percentage increase in the median remuneration of employees in the financial year: NIL
d) The number of permanent employees on the rolls of company as on March 31, 2017:336
e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;
During the year under review, there was no increase in the average remuneration of employees other than the managerial personnel. Further, there was no increase in the average managerial remuneration during the year.
f) The remuneration has been paid to all the employees of the Company as per the Nomination & Remuneration Policy of the Company.
19. PARTICULARS OF CONTRACTS OF ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:
All the transactions with related parties are in the ordinary course of business and on arm''s length basis; and therefore, disclosure in fromAOC-2 is not required.
The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at http://www.cardindia.com/content/fr_abus.htm
20. DEPOSITS:
During the year 2016-17, the Company did not accept any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
During the year under review, no loans or guarantees were given or investments were made pursuant to provisions of Section 186 of the Companies Act, 2013.
22. SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company is giving due consideration to the conservation of energy and all efforts are being made to properly utilize the energy resources.
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - C to the Board''s Report.
24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company operates in ERP environment and has implemented the Oracle System for the purpose of "Internal Financial Controls" within the meaning of the explanation to Section 134 (5) (e) of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014. The Company has laid down internal financial controls, which are adequate and were operating effectively and the Board of Directors has adopted necessary internal control policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.
The Board of Directors is of the opinion that for the year ended March 31, 2017 the Company has sound internal financial controls commensurate with the nature and size of the business operations of the Company.
25. RISK MANAGEMENT:
The Company has in place Risk Management System which takes care of risk identification, assessment and mitigation. The Company has a 2 tier structure consisting of Risk Steering Committee and Risk Council to monitor and mitigate the risks of the Company. There are no risks which in the opinion of the Board threaten the existence of the Company. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming part of the Board''s Report
26. EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 prepared in form MGT 9 is annexed herewith as Annexure - D to the Board''s Report.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company has constituted CSR Committee considering the requirements of the Companies Act, 2013. Details regarding constitution of the Committee and its meeting(s) have been provided in the Corporate Governance Report.
Considering the threshold requirements specified under section 135 (1) of the Companies Act, 2013, the Company was not liable for CSR spend as specified under section 135 (5) of the Companies Act, 2013 forthe financial year 2016-17 and has not spent any amount on CSR activities during the financial year 2016-17.
28. POLICY ON PREVENTION OF SEXUAL HARASSMENT:
The Company has in place Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered underthis policy.
During the year 2016-17, no complaints were received regarding sexual harassment.
29. DISCLOSURE UNDER SECTION 134 (3) (I) OF THE COMPANIES ACT, 2013:
Except as stated above and disclosed elsewhere In this report, no material changes and commitments have occurred between the end of the financial year of the Company and date of this report which can affect the financial position of the Company.
30. APPRECIATION:
Your Directors place on record their sincere thanks and appreciation for the continued support and confidence extended by Central and State Governments, Bankers, Customers, Suppliers and Shareholders. Your Board would like to record its sincere appreciation to the employees for the dedicated efforts and contribution in playing a significant part in the Company''s operations.
For and on behalf of the Board of Directors
Prashant K. Trivedi
Chairman
(DIN: 00167782)
Place: Mumbai-India
Date: May 26,2017
Mar 31, 2016
BOARD''S REPORT
To,
The Members,
The Indian Card Clothing Company Limited
The Directors take pleasure in presenting their 62nd Annual Report on the business and operations of the Company together with Audited Financial Statements for the year ended 31st March, 2016.
01. FINANCIAL RESULTS: (Rs. Lac)
|
Particulars |
Financial Year |
|
|
2015-16 |
2014-15 |
|
|
Sales and Servicing |
5,760.93 |
5,854.08 |
|
Other Income |
2,849.99 |
1,251.58 |
|
Total Income |
8,610.92 |
7,105.66 |
|
Profit before Interest, Depreciation and Tax |
2,494.52 |
658.35 |
|
Finance Cost |
(80.73) |
(111.92) |
|
Depreciation |
(740.21) |
(1,011.68) |
|
Exceptional items |
- |
- |
|
Profit / (Loss) before Tax |
1,673.58 |
(465.25) |
|
Provision for Tax |
(313.36) |
82.45 |
|
Profit / (Loss) after Tax |
1,360.21 |
(382.80) |
|
Sales Analysis |
||
|
Metallic card clothing |
4,144.47 |
3,990.86 |
|
Woolen card clothing |
613.21 |
922.41 |
|
Exports |
1,456.74 |
1,433.02 |
02. PERFORMANCE REVIEW
During the year under review, the Company earned a total revenue of Rs.8,610.92 Lacs as against Rs.7,105.66 Lacs in the Previous Year. The net profit after tax earned by the Company for the financial year 2015-16 has been Rs. 1,360.21 Lacs against the loss after tax of Rs.382.80 Lacs for the financial year 2014-15.
Operations Highlights:
A) Manufacturing:
- During the year under review, the entire range of Metallic Card Clothing was manufactured only at the Nalagarh plant.
- Sale of Metallic Card Clothing from Nalagarh plant increased from Rs. 2,609.26 Lacs to Rs. 3,217.17 Lacs during the financial year 2015-16.
- Development of setting and grinding operations for Tops was commenced at the Nalagarh plant during the year under review. Sale of Tops in the year under review from Nalagarh plant was Rs. 82.53 Lacs.
- In order to strengthen the operational efficiency and reduce cost of operations, existing policies and procedures of the Company were reviewed and modified and new processes were implemented during the financial year 2015-16.
- Tops Height Measuring Device (THM), a new innovation by the Company during the financial year 2015-16 was introduced in the domestic and overseas market for which a patent application has made.
B) Realty:
- During the year under review, your Company successfully completed sale transaction of 1st floor of the ICC Devi Gaurav Technology Park, Pimpri, Pune.
- Entire commercial building at Powai, Mumbai and the remaining floor of the IT park at Pimpri, Pune were fully occupied during the financial year 2015-16.
03. SHARE CAPITAL:
The paid up share capital of the Company as on March 31, 2016 was Rs. 455.11 Lacs. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock option or sweat equity. As on March 31, 2016, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
04. STATE OF COMPANY''S AFFAIRS :
Though the card clothing segment has incurred losses for the financial year ended March 31, 2016, efforts have been made by the Management Team to improve operational efficiency and reduce costs. The card clothing segment incurred certain non-recurring costs in the period under review which masked the improvements in the cost of operation of the segment.
Your directors are positive and confident that the same drive to reduce costs and improving operational efficiency would continue in the coming years. Your directors are also optimistic about better performance in improving sales of the Company in the coming years through improvements in processes and the deployment of appropriate resources which will substantially contribute to the profitability of the Company.
The detailed information about the Company''s Affairs is provided under the Management Discussion and Analysis Report in accordance with the requirements under Regulation 34 (2) (e) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 (the "Listing Regulationsâ)
05. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) Meetings of the Board of Directors held during the financial year 2015-16:
During the year under review, six (6) meetings of the Board of Directors took place details of which have been provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the two meetings did not exceed 120 days in accordance with the provisions of the Companies Act, 2013.
b) Declaration by Independent Directors:
The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
All Independent Directors are not liable to retire by rotation as per Section 152 of the Companies Act, 2013.
c) Changes in the Board of Directors during the financial year 2015-16:
The following changes have taken place in the Board of Directors of the Company during the financial year 2015-16:
i) At the 61st Annual General Meeting held on August 6, 2015, Mrs. Sangeeta Pandit, who was appointed as an additional director of the Company on November 12, 2014, was appointed as an Independent Director of the Company to hold the office upto 11th November, 2019.
ii) No Director of the Company resigned during the year.
iii) Approval of members was obtained at the 61st Annual General of the Company held on August 6, 2015 for re-appointment of Mr. Mehul Trivedi as a Managing Director for the period of three years with effect from 1st October, 2014.
Mr. Prashant Trivedi (DIN: 00167782) is liable to retire by rotation at the ensuing Annual General Meeting.
The brief profile of Mr. Prashant Trivedi seeking re-appointment at the ensuing Annual General Meeting, as a Director liable to retire by rotation has been included in the notice convening the ensuing Annual General Meeting.
d) Detail of Key Managerial Personnel other than Managing Director:
There has been no change in Key Managerial Personnel during the financial year 2015-16.
06. DIVIDEND
The Board of Directors in its meeting held on May 19, 2016 declared Special Dividend of Rs. 12/- per equity share of face value of Rs. 10/- each which was paid as Interim Dividend for the financial year 2015-16.
Further to the Special Dividend, your Directors have recommended, subject to approval of the members of the Company, a final dividend of Rs. 2.50/- per equity share of face value of Rs.10/- each for the Financial year ended March 31, 2016 to be paid out of the profits of the Company.
No amount was transferred to Reserves for the year under review.
07. SUBSIDIARY COMPANIES AND THEIR PERFORMANCE / FINANCIAL POSITION:
In accordance with Section 129 (3) of the Companies Act, 2013 and Accounting Standard (AS) 21, the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries, which forms part of this Annual Report.
The Company does not have any material subsidiary whose net worth exceeds 20 percent of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20 percent of the consolidated income of the Company and its subsidiaries during the previous financial year. However, the Company has prepared a policy for determining material subsidiaries which is uploaded on the Company''s website and can be accessed vide weblink :
http://www.cardindia.com/content/pdf/Policy_on_Material_Subsidiaries.pdf
The Statement in form AOC-1 containing salient features of the financial statements of Company''s Subsidiaries is attached to the financial statements of the Company. The brief details about the performance and financial position of the subsidiaries of the Company are given below:
a) ICC International Agencies Ltd.:
ICC International Agencies Ltd (ICCIAL) recorded a decrease of 36.25 percent in revenue from Rs. 555.89 Lacs in the previous year to Rs. 354.36 Lacs in the financial year 2015-16. The reduced revenue was due to the termination of an agency agreement with one principal whose business was taken over by its competitor and the global economic slowdown in the textile industry. The Subsidiary Company recorded loss after tax of Rs. 26.16 Lacs in the current year against previous year''s profit after tax of Rs. 103.13 Lacs.
b) Garnett Wire Ltd., UK:
Garnett Wire Ltd, a U.K. Company, in which your Company holds 60 percent of the issued share capital, recorded reduction of 1.13 percent in its revenue from £1,269,333 (equivalent to Rs. 1,224.84 Lacs) to £1,255,011 (equivalent to Rs. 1,180 Lacs). The profit after tax was £884,739 (equivalent to Rs. 831.57 Lacs) as against a profit of £31,957 (equivalent to Rs. 30.84 Lacs) in the previous year. The improvement in the subsidiary''s performance was primarily due to the sale of its premises. Garnett Wire Ltd. proposes to move its operations to a more modern rented facility. The subsidiary has paid dividend of £2.42857 per equity shares for the financial year ended March 31, 2016.
c) Shivraj Sugar and Allied Products Pvt. Ltd.:
Shivraj Sugar and Allied Products Pvt. Ltd. is yet to commence the operations.
08. AUDIT COMMITTEE
Pursuant to the provisions of Sections 177 (8) of the Companies Act, 2013, read with Rule 6 and 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Audit Committee consists of the following Members:
|
Sr. No. |
Name |
Designation |
|
1) |
Mr. J. M. Kothary |
Chairman (Independent Director) |
|
2) |
Mr. H. C. Asher |
Member (Independent Director) |
|
3) |
Mr. Sudhir Merchant |
Member (Independent Director) |
The above composition of the Audit Committee consists of Independent Directors only.
All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company.
09. VIGIL MECHANISM:
The Company has adopted Vigil Mechanism, details of which have been provided in the Corporate Governance Report and also posted on the website of the Company at:
http://www.cardindia.com/content/fr_investors.htm
10. STATUTORY AUDITORS
At the 61st Annual General Meeting, M/s. B.K. Khare & Co., Chartered Accountants, Pune (Firm Reg. No. 105102W) were re-appointed as the Statutory Auditors for the financial year 2015-16 and, subject to ratification by the members at the ensuing Annual General Meeting, for the financial year 2016-17.
The Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if ratified, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued there under. As required under Regulation 33(1)(d) of the SEBI (LODR) Regulations, 2015, M/s. B.K. Khare & Co., Chartered Accountants, Pune, have also confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.
Your Directors propose that their appointment as Statutory Auditors of the Company for the financial year 2016-17 be ratified by the members at the ensuing Annual General Meeting.
11. AUDITORS'' REPORT:
There are no adverse remarks nor any disclaimer, qualifications or reservations in the Auditors'' Report.
The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).
12. SECRETARIAL AUDIT REPORT
Mr. S. Anantha Rama Subramanian, Proprietor of M/s. S. Anantha & Co., Practicing Company Secretaries, Mumbai was appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and rules made there under.
The Secretarial Audit report for the financial year 2015-16 is enclosed as Annexure - A to the Board''s Report.
There are no adverse remarks nor any disclaimer, qualifications or reservations in the Secretarial Audit Report.
13. DIRECTORS'' RESPONSIBILITY STATEMENT:
In terms of section 134 (3) (c) and section 134 (5) of the Companies Act, 2013, the Directors Confirm that:
a) In the preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the company for the year;
c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls, which are to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
14. CORPORATE GOVERNANCE:
As per Regulation 34 (3) read with Schedule V of the Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance, is set out separately under Corporate Governance Report.
15. POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION
The Company has adopted a policy titled as âNomination & Remuneration Policyâ which interlaid includes Company''s policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors.
The Nomination & Remuneration Policy as approved by the Board is uploaded on company''s website at: http://cardindia.com/content/pdf/nomination_Remuneration_Policy.pdf.
16. PERFORMANCE EVALUATION:
Regulation 4 (2) (f) (ii) (9) read with Regulation 17 (10) of the Listing Regulations mandates that the Board shall monitor and review the Board evaluation framework and shall carry out performance evaluation of the Independent Directors. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.
The Performance Evaluation of the Directors, the Board and its Committees was carried out based on the criteria/manner approved by the Nomination & Remuneration Committee and approved by the Board of Directors. Further details in respect of the criteria of evaluation has been provided in the Corporate Governance Report.
The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. Your directors express their satisfaction with the evaluation process.
17. PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5 (2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
None of the employees has drawn remuneration more than the limit prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and none of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company. Hence, the requirement of disclosure under Section 197 (12) of the Companies Act, 2013 is not applicable.
18. PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES :
a) The ratio of the remuneration of each director to the median employee''s remuneration for the financial year and such other details as prescribed is as given below:
|
Name of the Director |
Ratio |
|
Mehul K. Trivedi (Managing Director) |
11.52 : 1 |
Being Managing Director, no sitting fees were paid to him.
b) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:
|
Name |
% Increase |
|
Mr. Mehul K. Trivedi (Managing Director) |
10.30% |
|
Mr. K.N. Suvarna (Chief Financial Officer) |
Nil |
|
Mr. Amogh Barve (Company Secretary) |
Nil |
c) The percentage increase in the median remuneration of employees in the financial year: 10.03 percent.
d) The number of permanent employees on the rolls of company as on 31st March, 2016 : 317
e) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;
The average annual increase in the salaries of employees other than the managerial personnel was 3.70 percent. Managerial remuneration increased by 10.30 percent during the year. There was no exceptional increase in the managerial remuneration.
f) The remuneration has been paid to all the employees of the Company as per the Nomination & Remuneration Policy of the Company.
19. PARTICULARS OF CONTRACTS OF ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:
All the transactions with related parties are in the ordinary course of business and on arm''s length basis; and therefore, disclosure in from AOC-2 is not required.
The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at http://www.cardindia.com/content/fr_abus.htm
20. DEPOSITS:
During the year 2015-16, the Company did not accept any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
During the year under review, no loans or guarantees were given or investments were made pursuant to provisions of Section 186 of the Companies Act, 2013.
22. SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company is giving due consideration to the conservation of energy and all efforts are being made to properly utilize the energy resources.
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - B to the Board''s Report.
24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company operates in ERP environment and has implemented the Oracle System for the purpose of âInternal Financial Controlsâ within the meaning of the explanation to Section 134 (5) (e) of the Companies Act, 2013. read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014. The Company has laid down internal financial controls, which are adequate and were operating effectively and the Board of Directors has adopted necessary internal control policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.
The Board of Directors is of the opinion that for the year ended March 31, 2016 the Company has sound internal financial controls commensurate with the nature and size of the business operations of the Company.
25. RISK MANAGEMENT:
Pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the constitution of Risk Management Committee is mandatory for only top 100 listed Companies. The Company had, however, voluntarily formed Risk Management Committee to ensure that adequate systems and processes for Risk Management are implemented in the Company. The Company has a two tier structure consisting of Risk Steering Committee and Risk Council to monitor and mitigate the risks of the Company. After satisfying itself about the adequacy of systems and processes implemented in the Company for Risk Management, the Board of Directors of the Company dissolved the Risk Management Committee in its meeting held on February 12, 2016.
The Company has in place Risk Management System which takes care of risk identification, assessment and mitigation. There are no risks which in the opinion of the Board threaten the existence of the Company. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming part of this Board''s Report
26. EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 prepared in form MGT 9 is annexed herewith as Annexure - C to the Board''s Report.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company has constituted CSR Committee considering the requirements of the Companies Act, 2013. Details regarding constitution of the Committee and its meetings have been provided in the Corporate Governance Report.
Considering the threshold requirements specified under section 135 (1) of the Companies Act, 2013, the Company was not eligible for CSR spend as specified under section 135 (5) of the Companies Act, 2013 for the financial year 2015-16 and has not spent any amount on CSR activities during the financial year 2015-16.
28. POLICY ON PREVENTION OF SEXUAL HARASSMENT
The Company has in place Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the year 2015-16, no complaints were received regarding sexual harassment.
29. DISCLOSURE UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013
The Company has sold 2nd floor of the ICC Devi Gaurav Technology Park, Pimpri, Pune admeasuring 47,867 Sq. Ft. on April 30, 2016 for a consideration of Rs. 21 Crores. Except as stated above and disclosed elsewhere in this report, no material changes and commitments have occurred between the end of the financial year of the Company and date of this report which can affect the financial position of the Company.
30. APPRECIATION:
Your Directors place on record their sincere thanks and appreciation for the confidence reposed and continued support extended by Central and State Governments, Bankers, Customers, Suppliers and Shareholders. Your Board would like to place on record its sincere appreciation to the employees for the dedicated efforts and contribution in playing a very significant part in the Company''s operations.
For and on behalf of the Board of Directors
Prashant K. Trivedi
Place : United Kingdom Chairman
Date : July 1, 2016 (DIN : 00167782)
Mar 31, 2013
The Directors have pleasure in presenting the Company''s Balance Sheet
as at 31st March, 2013, together with the Profit and Loss Account for
the year ended on that date.
(Rupees in Lac)
Financial Results Year Ended Year Ended
31-03-2013 31-03-2012
Sales and Other Income 6546.85 7249.87
Profit before Interest, Depreciation and Tax 1367.30 2031.24
Finance cost (111.33) (123.15)
Depreciation (538.13) (528.86)
Profit Before Tax 766.76 1379.23
Exceptional items (48.92) 151.89
Provision for Tax (254.51) (407.36)
Profit(loss) after Tax 463.33 1123.76
Operations-Highlights
Your Company''s Sales and Servicing Income for the year was Rs.5066.94
lac as compared to Rs.5021.89 lac in 2011-12.
Sale of metallic card clothing increased by 2.6% during the year to
Rs.3755.96 lac from Rs.3661.35 lac in the previous year. Demand for
metallic card clothing was, however, constrained because of difficult
trading conditions in Tamil Nadu and Andhra Pradesh, which faced severe
power and labour shortage. Sale of woollen card clothing increased by
14.2% during the year to Rs.597.52 lac from Rs.523.25 lac in the
previous year due to improved trading conditions in the carpet market
and direct sales in the regenerated fibre market. Exports decreased by
22.3% to Rs. 1152.70 lac during the year from Rs. 1484.31 lac in the
previous year due to lower demand from your Company''s key export
markets on account of the recession in Europe.
New Manufacturing Facility at Nalagarh, Himachal Pradesh
Accura carriers, woollen metallic and some range of metallic card
clothing is now being manufactured at the Nalagarh factory. Higher
range of metallic card clothing are under development. Dispatch of
metallic card clothing from Nalagarh factory was higher during the
year.
Realty
18,111 sq. ft. comprising part of premises on the ground floor of the
IT Park building in Pimpri constructed in 2009-10 year was sold during
the year. Currently out of 95,688 sq. ft. owned by your Company, only
27, 621 sq. ft. remains unoccupied. During the year, the entire
commercial building at Powai, Mumbai was fully occupied.
Dividend
Your Directors recommend final dividend of 35% for the year ended 31st
March, 2013 (35% final and 100% Special Interim Dividend for the year
ended 31st March, 2012).
Subsidiary Companies
ICC International Agencies Ltd.(ICCIAL) recorded decrease in income of
33.4% from Rs.458.53 lac in the previous year to Rs.305.56 lac in the
current year. Indenting commission declined during the year due to
severe downturn in textile industry caused by global economic slowdown,
which constrained capital equipment purchases by garments, home
furnishing and industrial fabric manufacturers. As a result, the
subsidiary company recorded loss after tax of Rs. 139.42 lac in the
current year against previous year''s profit after tax of Rs.57.98
lac. ICCIAL did not declare dividend for the year (50% in the previous
year).
Garnett Wire Ltd.(GWL), a U.K. Company, in which your Company has 60%
of the issued share capital, recorded decrease in turnover of 16.8%
from £ 1,356,460 to £ 1,128,063 resulting in loss after tax of £
18,291/-against a profit of £45,514/- in the previous year due to a
continuing recession in its key markets in Europe.
M/S. Shivraj Sugar and Allied Products Pvt. Ltd., subsidiary of the
Company, has not started operations as yet.
Directors
The present Directors who were appointed for a period of three years
under Article 115 at the 56th Annual General Meeting held on 9th
August, 2010 will retire at the ensuing Annual General Meeting and,
being eligible, offer themselves for re-appointment.
Directors'' Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
Directors confirm that to the best of their knowledge and belief and
according to the information and explanations made available to them:
1. in the preparation of the annual accounts, the applicable
Accounting Standards have been followed;
2. appropriate accounting policies have been selected and applied
consistently and judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2013 and of the profit of
the Company for the year 1st April, 2012 to 31st March, 2013;
3. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
4. the annual accounts have been prepared on a going concern basis.
Corporate Governance
Your Company has complied with the guidelines on Corporate Governance
under the Listing Agreement and a certificate from the Auditors of the
Company as well as detailed report on Corporate Governance, approved by
the Board of Directors of the Company is annexed to this report. A
Management Discussion and Analysis Report also accompanies this Report.
Technology Absorption, Research And Development
Your Company continues to satisfy the requirements of ISO 9001:2008 as
certified by Bureau Veritas Quality International (BVQI) for Metallic
and Flexible Card Clothing and Accura Fixed Flats for Pimpri and
Nalagarh factories. The certificate was renewed in November, 2011 for a
further period of three years. In-house Research and Development
Centre in metallic card clothing and card wire continued to make a
contribution to the development of newer and improved products and
processes.
Information regarding technology absorption is given in Annexure I and
forms part of the report.
Foreign Exchange Earnings And Out-Go
Total foreign exchange earnings Rs. 1155.57 lac
Total foreign exchange out-go Rs.2115.44 lac
Industrial Relations
Industrial relations in the Company continued to be cordial during the
year under review. Your Directors look forward to continuing
participation of employees in the Company''s efforts to increase
productivity and maintain the high quality of its products.
Particulars Of Employees
With Notification No.289(E) dated 31st March, 2011 increasing limit to
Rs.5 lac per month, information required under Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, is not applicable.
Conservation Of Energy
Energy saving starters for dust extraction plants and energy saving
units for some window air-conditioners installed during the year will
result in saving of energy in future. Maintenance of power factor at
unity continued to entitle the Company to rebate in energy bill.
Auditors
M/s B.K. Khare & Co., the present auditors of the Company, have
signified their consent to continue in office.
For and On Behalf of the Board of Directors
PRASHANT K TRIVEDI
Mumbai, 15th May, 2013 Chairman
Mar 31, 2012
The Directors have pleasure in presenting the Company's Balance
Sheet as at 31 st March, 2012, together with the Profit and Loss
Account for the year ended on that date.
Financial Results (Rupees in Lac)
Year Ended Year Ended
31-03-2012 31-03-2011
Sales and Other Income 7459.31 5902.68
Profit before Interest, Depreciation
and Tax 2,183.13 946.64
Finance cost 123.15 141.10
Depreciation 528.86 547.46
Profit Before Tax 1531.12 258.08
Provision for Tax 407.36 34.17
Profit(loss) after Tax 1123.76 223.91
Operations-highlights
Your Company's Sales and Servicing Income for the year was Rs.5021.89
lac as compared to Rs.4968.35 lac in 2010-11.
Sale of metallic card clothing decreased by 1% during the year to
Rs.3661.35 lac from Rs.3699.71 lac in the previous year. Demand for
metallic card clothing was constrained because of low levels of
activity in the textile spinning industry in India since many mills
reduced production of yarn as it became un-remunerative to convert
cotton procured at higher prices into yarn which was trading in the
international market at prices lower than the cost of cotton. Sale of
woollen card clothing increased by 8.8% during the year to Rs.523.25
lac from Rs.480.87 lac in the previous year due to improvement in
procurement of input material. Exports increased significantly by 36.6%
to Rs.1484.31 lac during the year from Rs.1086.93 lac in the previous
year due to higher exports to Indonesia and Bangladesh.
New Manufacturing Facility at Nalagarh, Himachal Pradesh
Accura carriers and woollen metallic is now made in Nalagarh factory.
Various ranges of metallic card clothing are under development, though
dispatch of metallic card clothing from Nalagarh factory was limited
during the year.
Realty
One floor of the IT Park building in Pimpri constructed in 2009-10
year, was sold to Tata BSS Ltd and another floor was fully let out
during the year. Part of premises on the ground floor has been agreed
to be sold and balance one floor remains to be un-occupied at the IT
Park. During the year, the entire commercial building at Powai, Mumbai
was fully occupied.
Dividend
Your Directors recommend final dividend of 35% for the year ended 31st
March, 2012 in addition to Special Interim dividend of 100% (30% for
the year ended 31 st March, 2011).
Subsidiary Companies
ICC International Agencies Ltd.(ICCIAL) recorded increase in income of
22% from Rs.376.06 lac in the previous year to Rs.458.53 lac in the
current year. The subsidiary company recorded profit after tax of
Rs.57.98 lac in the current year against previous year's profit after
tax of Rs.50.00 lac. A higher profit after tax was mainly on account of
higher agency income. ICCIAL declared 50% dividend for the year (100%
in the previous year).
Garnett Wire Ltd.(GWL), a U.K. Company, in which your Company has 60%
of the issued share capital, recorded higher turnover of 22% from PDS
1111,145 to PDS 1356,460 resulting in profit after tax at PDS 45,433/-
against PDS 8,716/- in the previous year. Higher turnover for the year
was on account of higher sales of wire.
M/S. Shivraj Sugar and Allied Products Pvt. Ltd., subsidiary of the
Company, has not started operations as yet.
Directors
The present Directors who were appointed for a period of three years
under Article 115 at the 56th Annual General Meeting held on 9th
August. 2010 will continue to hold office.
Directors' Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
Directors confirm that to the best of their knowledge and belief and
according to the information and explanations made available to them:
1. in the preparation of the annual accounts, the applicable
Accounting Standards have been followed;
2. appropriate accounting policies have been selected and applied
consistently and judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31 st March, 2012 and of the profit of
the Company for the year 1 st April, 2011 to 31st March, 2012;
3. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
4. the annual accounts have been prepared on a going concern basis.
Corporate Governance
Your Company has complied with the guidelines on Corporate Governance
under the Listing Agreement and a certificate from the Auditors of the
Company as well as detailed report on Corporate Governance, approved by
the Board of Directors of the Company is annexed to this report. A
Management Discussion and Analysis Report also accompanies Report.
Technology Absorption, Research And Development
Your Company continues to satisfy the requirements of ISO 9001:2008 as
certified by Bureau Veritas Quality International (BVQI) for Metallic
and Flexible Card Clothing and Accrual Fixed Flats for Pimpri and
Nalagarh factories. The certificate was renewed in November, 2011 for a
further period of three years. In- house Research and Development
Centre in metallic card clothing and card wire continued to make a
contribution to the development of newer and improved products and
processes.
Information regarding technology absorption is given in Annexure I and
forms part of the report.
Foreign Exchange Earnings And Out-go
Total foreign exchange earnings Rs.1518.99 lac
Total foreign exchange out-go Rs.908.38 lac
Industrial Relations
Industrial relations in the Company continued to be cordial during the
year under review. Your Directors look forward to continuing
participation of employees in the Company's efforts to increase
productivity and maintain the high quality of its products.
Particulars Of Employees
With Notification No.289(E) dated 31st March, 2011 increasing limit to
Rs.5 lac per month, information required under Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, is not applicable.
Conservation Of Energy
LED fittings for lighting in open area and energy saving starter for
oxygen generator installed during the year resulted in power saving.
Maintenance of power factor at unity continued to entitle the Company
to rebate in energy bill.
Auditors
M/s B.K. Khare & Co., the present auditors of the Company, have
signified their consent to continue in office.
For and On Behalf of the Board of Directors
Mumbai, 25th May, 2012 PRASHANT K. TRIVEDI
Chairman
Mar 31, 2010
The Directors have pleasure in presenting the Companys Balance Sheet
as at 31 st March, 2010, together with the Profit and Loss Account for
the year ended on that date.
FINANCIAL RESULTS (Rupees in Lac)
Year Ended Year Ended
31-03-2010 31-03-2009
Sales and Other Income 5409.67 4529.64
Profit before Interest,
Depreciation and Tax 997.93 492.50
Interest 93.27 22,61
Depreciation 314.91 255,11
Profit Before Tax 589.75 214,78
Provision for Tax 134.87 49.49
Profit(loss) after Tax 454.88 165.29
OPERATIONS-HIGHLIGHTS
Your Companys Sales and Servicing Income for the year was Rs.4658.62
lac as compared to Rs. 3816.77 lac in 2008-09.
Sale of metallic card clothing increased by 33.62% during the year to
Rs.3303.56 lac from Rs. 2472.43 lac in the previous year. This
reflected the general growth conditions in the textile industry. Sale
of woollen card clothing increased by 15.84% during the year to
Rs.600.92 lac from Rs. 518.78 lac in the previous year due to higher
demand for products manufactured from shoddy yarn. Exports increased by
62.38% to Rs.1069.18 lac during the yearfrom Rs. 658.44 lac in the
previous year as situation in overseas markets improved during the
year.
New Manufacturing Facility at Nalagarh, Himachal Pradesh
Construction of the main factory building at Nalagarh was completed and
production of accura was commissioned in the second quarter of the
year. Accura carriers of worth Rs.0.90 lac were dispatched from
Nalagarh factory during the current year. Machinery for production of
metallic card clothing was commissioned in March, 2010 and dispatch of
metallic card clothing from Nalagarh factory has commenced. Tops
finishing is scheduled to commence in the fourth quarter of 2010-11.
Realty
Civil construction of the commercial building of IT Park in Pimpri
under a Development contract between your Company and Devi Construction
Company was completed during the year, although completion certificate
from municipal corporation is awaited. The building will be available
for letting from the second half of 2010-11.
DIVIDEND
Your Directors recommend final dividend of 30% for the year ended 31
March, 2010 (25% for the year ended 31 March. 2009).
SUBSIDIARY COMPANIES
ICC International Agencies Ltd. recorded decrease in income of 40.58%
from Rs.590.81 lac in the previous year to Rs.351.06 lac in the current
year. However, the subsidiary company recorded profit after tax of
Rs.45.25 lac in the current year against previous years loss after tax
of Rs.76.25 lac. Profit after tax was mainly on account of higher
commission and service revenue of Rs.249.61 lac in the current year
against Rs.173.14 lac in the previous year. ICC International Agencies
Limited did not declare dividend for the year (nil in the previous
year).
Garnett Wire Ltd.(GWL), a U.K. Company, in which your Company has 60%
of the issued share capital, recorded lower turnover of 0,07% from PDS
875,426 to PDS 874,829 resulting in loss after tax at PDS 20,284/-
against loss of PDS 2,527/- in the previous year. Loss for the year was
on account of adverse market conditions in the UK due to the global
downturn, resulting in domestic customers working forfewer hours and
making repairs only when absolutely necessary. Higher export sales have
been at the expense of lower margins.
M/S. Shivraj Sugar and Allied Products Pvt. Ltd., subsidiary of the
Company, has not started operations as yet.
DIRECTORS
The present Directors who were appointed for a period of three years
under Article 115 at the 53rd Annual General Meeting held on 11 August,
2007 will retire at the ensuing Annual General Meeting and, being
eligible, offer themselves for re-appointment.
DIRECTORSRESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
Directors confirm that to the best of their knowledge and belief and
according to the information and explanations made available to them:
1. in the preparation ofthe annual accounts, the applicable Accounting
Standards have been followed;
2. appropriate accounting policies have been selected and applied
consistently and judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view ofthe state
of affairs ofthe Company as at 31 - March, 2010 and ofthe profit ofthe
Company for the year 1 April, 2009 to 31- March, 2010;
3. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
4. the annual accounts have been prepared on a going concern basis,
CORPORATE GOVERNANCE
Your Company has complied with the guidelines on Corporate Governance
under the Listing Agreement and a certificate from the Auditors of the
Company as well as detailed report on Corporate Governance, approved by
the Board of Directors ofthe Company is annexed to this report. A
Management Discussion and Analysis Report also accompanies Report.
TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT
Your Company continues to satisfy the requirements of ISO 9001 as
certified by Bureau Veritas Quality International (BVQI) for Metallic
and Flexible Card Clothing and Accura Fixed Fiats. The certificate was
renewed in November, 2008 for a further period of three years. In-house
Research and Development Centre during its ninth year of operation
continued to make a contribution to the development of newer and
improved products and processes.
Information regarding technology absorption is given in Annexure I and
forms part of the report.
FOREIGN EXCHANGE EARNINGS AND OUT-GO
Total foreign exchange earnings Rs.1094.54 lac
Total foreign exchange out-go Rs.581.95 lac
INDUSTRIAL RELATIONS
Industrial relations in the Company continued to be cordial during the
year under review. Your Directors look forward to continuing
participation of employees in the Companys efforts to increase
productivity and maintain the high quality of its products.
PARTICULARS OF EMPLOYEES
Information required under Section 217(2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975, is
given in Annexure II.
CONSERVATION OF ENERGY
LED fittings for lighting in open area and soft starter for pump in
hardening installed during the year resulted in power saving.
Maintenance of power factor at unity continued to entitle the Company
to rebate in energy bill.
AUDITORS
M/s B.K. Khare & Co., the present auditors ofthe Company, have
signified their consent to continue in office.
For and On Behalf of the Board of Directors
K.K.TRIVEDI
Mumbai, 10th May, 2010 Chairman
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