DIRECTORS' REPORT Your Directors present the 29th Annual Report together with audited accounts for the year ended 31st March 2015. DIVIDEND In view of the accumulated losses of earlier years, the Directors are unable to recommend any dividend for the year ended 31st March, 2015. REVIEW OF PERFORMANCE Fund based Activity For'Xchange The turnover and operating income for the year ended are Rs. 38247 lakhs and Rs. 412 lakhs as against Rs. 42309 lakhs and Rs. 402 lakhs respectively during the previous year. This Division operates from 17 centers. The reason for reduction in volume and also in income is on account of lesser turnover in bulk segment because of lack ofcurrency demand in the market. Fee based Activities Besides main business of foreign exchange, your company is engaged in a small way in various fee based activities like travels, forex advisory, etc. These fee based activities are volume based business and showed a mixed results during the year. Coromandel Travels The gross billing and income earned for the year ended 31st March, 2015 are Rs. 29 lakhs and Rs. 1.71 lakhs as against Rs. 67 lakhs and Rs. 1.91 lakhs respectively during the previous year. This Division is presently operating at only one center and doing only cash sales. The reduction in volume and income is due to fall in number of travels. Forex Advisory Services Midas Forex Midas Forex, the forex advisory division of the Company has earned a gross income of Rs. 10.48 lakhs during the year ended as against Rs. 10.45 lakhs of the previous year. MANAGEMENT DISCUSSION AND ANALYSIS Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is annexed to this report. DIRECTORS' RESPONSIBILITY STATEMENT Based on the reviews of internal financial control systems & process and compliance of regulations by Internal Auditors, Statutory Auditors, Secretarial auditors and inspection by Reserve Bank of India and approval of the Audit committee, Your Directors state that : 1.in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; 2.such Accounting Policies have been selected and applied consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for that year; 3.proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4.the annual accounts for the year ended 31st March, 2015 have been prepared on a going concern basis; 5.i nternal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively; 6.proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems were adequate and operating effectively. SUBSIDIARIES POLICY ON DETERMINATION OF MATERIAL SUBSIDIARIES India Cements Capital Limited has, as on date, one subsidiary viz. India Cements Investment Services Limited and its step down subsidiary ICIS Commodities Limited. India Cements Investment Services Limited The turnover and income for the year ended 31st March, 2015 are Rs. 165150 lakhs and Rs. 162.36 lakhs as against Rs. 159642 lakhs and Rs. 134.65 lakhs respectively for the previous year. The turnover comprises Rs. 83450 lakhs of Cash Segment during the year as against Rs. 67115 lakhs of previous year, Rs. 79417 lakhs of Future & Option Segment during the year as against Rs. 76766 lakhs of previous year and Rs. 2284 lakhs of Currency Future Segment during the year as against Rs. 15761 lakhs of the previous year. The increase in volume and income are on account of positive sentiment prevailed during the year. During the year under review, this subsidiary was operating with 5 branches and 12 business associates. ICIS Commodities Limited ICIS Commodities Limited, the step down subsidiary of India Cements Investment Services Limited undertake the activity of commodities broking. CONSOLIDATED FINANCIAL STATEMENTS The Consolidated Financial Statements, drawn up in accordance with the applicable Accounting Standards, form part of the Annual Report in accordance with the provisions of Section 129(3) of the Companies Act, 2013. In accordance with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of Subsidiaries for the financial year ended 31st March, 2015 in Form AOC-1 is attached to the Annual Report. The Subsidiary and its step down subsidiary are managed by respective Board of Directors and their accounts are audited by their respective Statutory Auditors. The consolidated accounts should therefore be read in conjunction with the respective financial notes and Directors Report and Auditors Report thereon. The audited accounts in respect of the subsidiary Companies are being placed on the website of the Company and the Company shall provide a copy of audited financial statements in respect of the Subsidiaries to any Shareholder, who asks for it. The documents referred to in Section 136(1) of the Companies Act, 2013 are available for inspection by any Member of the Company at the Registered Office of the Company. The Company shall furnish a copy of annual accounts of subsidiaries to any member on demand. DIRECTORS Under Section 149(6) of the Companies Act, 2013, Mr.N.R.Krishnan and Mr.N.Srinivasan (F&R), were appointed as Independent Directors of the Company to hold office for a term of five consecutive years with effect from 26th September, 2014 to 25th September, 2019. Mr.N.Srinivasan (F&R) has resigned as Director of the Company with effect from 01.10.2014. Mr.V.Manickam was appointed as an independent Director of the Company in the Place of Mr.N.Srinivasan (F & R) with effect from 11.02.2015. The Board expresses its appreciation of the valuable contribution made by Mr.N.Srinivasan (F&R) during his tenure as Director. Ms.Rupa Gurunath was appointed by the Board as additional Director with effect from 11.02.2015. Under article No. 25 of the Article Association of the Company she will hold office upto the date of the ensuing Annual General Meeting of the Company. Mr. V.M.Mohan was appointed by the Board as additional Director with effect from 11.02.2015. Under article No. 25 of the Articles of Association of the Company he will hold office upto the date of the ensuing Annual General Meeting and the resolution for his election as director of the Company is included in the Notice dated 12.08.2015 convening the 29th Annual General Meeting of the Company. Mr.N.Srinivasan and Mr.T.S.Raghupathy, resigned as Directors with effect from 30th March 2015. The Board expresses its appreciation of the valuable contribution made by Mr.N.Srinivasan and Mr.T.S.Raghupathy during their tenure as Directors. Brief particulars of Directors eligible for appointment / re-appointment in terms of Clause 49 of Listing Agreement are annexed to the Notice convening the 29th Annual General Meeting. No director is related to each other. The details of shares held by non-executive directors are given in Corporate Governance Report. Pursuant to Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014, it is reported that, other than the above, there have been no changes in the Directors or Key Managerial Personnel during the year. KEY MANAGERIAL PERSONNEL The Key Managerial Personnel of the Company are Mr.K.Suresh (Chief Executive Officer and Chief Financial Officer) and Ms. E.Jayashree Company Secretary. INDEPENDENT DIRECTORS The declarations given by independent directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013, have been received by the Company. The Company has started sponsoring independent directors for training programmes in a phased manner. The details of familiarisation programme for independent directors are available on the Company's website www.iccaps.com. ANNUAL EVALUATION Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance and that of the directors individually as well as evaluation of the working of its Audit, Nomination and Remuneration and other Committees. The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a Policy for selection and appointment of Directors, Key Managerial Personnel and other employees and their remuneration for implementation. BOARD MEETINGS During the year, four Board Meetings were held. The details of board meetings and its Committees are given in the Corporate Governance Report. AUDIT COMMITTEE The Audit Committee has 3 members out of which two are Independent Director. The details of composition of the Audit Committee is given in the Corporate Governance Report. There has been no instances, where the Board had not accepted any recommendation of Audit Committee. AUDITORS Statutory Auditors Pursuant to the provisions of section 139 of the Companies Act, 2013 and Companies (Audit & Auditors) Rules, 2014, M/s. S.Viswanathan, Chartered Accountants, Chennai were appointed the Statutory Auditors of the Company from the conclusion of 28th Annual General Meeting held on 26th September 2014 until the conclusion of the 31st Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting. The Company has obtained a written consent from the above Auditor for their appointment as Auditors of the Company along with a Certificate confirming that the appointment, if made, shall be in accordance with the conditions as prescribed and in conformity with the criteria prescribed under section 141(3) of the Companies Act, 2013. A resolution for ratification of the appointment of M/s. S.Viswanathan, Chartered Accountants as statutory auditors of the Company by the Members, is included in the agenda of forthcoming Annual General Meeting. Internal Auditors Messrs. Gopalaiyer & Subramanian, Chennai have been appointed as Internal Auditors for the year 2015-16. Secretarial Auditor Pursuant to Section 204 of the Companies Act, 2013, Mr.G.Porselvam, Company Secretary in Practice, has been appointed as Secretarial Auditor of the Company for the year 2015-16. The Secretarial Audit Report in Form MR-3 given by Mr.G.Porselvam, Company Secretary in Practice for the Financial Year 2014-15, as prescribed under Section 204(1) of the Companies Act, 2013 is attached as Annexure 1. CORPORATE GOVERNANCE Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance along with Auditors' Certificate of its compliance forms part of the Annual Report and is given in Annexure 2. Further a declaration on Code of Conduct signed by the President also forms part of the Annual Report. PUBLIC DEPOSITS Pursuant to your company is a Non-Deposit taking NBFC, no deposits have been accepted during the year. There are no outstanding deposits at the end of the year. MATERIAL CHANGES AND COMMITMENTS SINCE 31ST MARCH, 2015 There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial Statements relate and the date of the report other than those disclosed in the financial statements. RISK MANAGEMENT POLICY The Management has established a Risk Management Policy which facilitates the management to overview and mitigate material business risk in all functions of the Company. Risks and its effectiveness are internally reviewed and reported regularly to the Board. The Board is satisfied that there are adequate systems and procedures in place to identify, assess, monitor and manage them. The Audit Committee also reviews reports by management team and suggests suitable action. Risk mitigation policy is approved by the Board. ADEQUACY OF INTERNAL FINANCIAL CONTROLS The Company has defined standard operating procedures covering all functional areas like Money Changing and Forex Advisory services etc. The Company has engaged the services of Chartered Accountant firm for carrying out internal audit. The internal auditors have been given the specific responsibility to verify and report on compliance of standard operating procedures. The auditors have reported that there are adequate financial controls in place and are being followed by the Company to operate effectively. ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS Pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules, 2014, it is reported that during the year 2014-2015, no significant and material Orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future. INFORMATION AS PER SECTION 134(3)(m) and 134(3)(o) The furnishing of information as required under Section 134 (3) (m) and 134(3)(o) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company. Annual Return As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT-9 is attached as Annexure - 3 which forms part of this Board's Report. REMUNERATION Employee Remuneration No employee received the remuneration in excess of the limits prescribed under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Directors' Remuneration As prescribed under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014, the details are given in Annexure 4. POLICY ON DEALING WITH RELATED PARTIES All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. TRANSACTIONS WITH RELATED PARTIES Particulars of contracts or arrangements with related parties in Form AOC-2 as required under Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 is attached as part of this report vide Annexure - 5 as also required under the Non-Banking Financial Companies - Corporate Governance (Reserve Bank) Directions, 2015, PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OFTHE COMPANIES ACT, 2013. The particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013 are given in Annexure - 6. VIGIL MECHANISM Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and Clause 49(II) (F) of the Listing Agreement, the Company has established a vigil mechanism for directors and employees to report genuine concerns. The mechanism provides for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the chairman of the Audit Committee in appropriate or exceptional cases. CORPORATE SOCIAL RESPONSIBILITY The provisions of Section 135 read with applicable Rules are not applicable to the Company. ACKNOWLEDGEMENT Your Directors thank the Company's Bankers and The India Cements Limited, for their continued support. The Directors also thank the customers for their continued association. They are also thankful to the shareholders for their understanding. Your Directors appreciates the good work done by the employees of the Company. For and on behalf of the Board N.R. KRISHNAN Chairman Place : Chennai. Date : 29th May, 2015. |