Your Directors present the 37th Annual Report together with audited accounts for the
year ended 31st March 2023. The summarised financial results of the Company are furnished
below:
(In Rs Lakhs)
|
2023 |
2022 |
| Gross Turnover |
20803.52 |
6292.05 |
| Gross Income |
395.65 |
179.03 |
| Profit / (Loss) before depreciation and tax |
85.32 |
10.83 |
| Less: Depreciation |
4.96 |
5.57 |
| Profit / (Loss) before Tax |
80.36 |
5.26 |
| Less : Taxation |
10.69 |
1.23 |
| Profit / (Loss) After Tax |
69.67 |
4.03 |
| Other Comprehensive Income |
- |
- |
| Total Comprehensive Income for the year |
69.67 |
4.03 |
DIVIDEND & RESERVES
In view of the accumulated losses of earlier years, the Board of Directors are unable
to recommend any dividend for the year ended 31st March, 2023.
The Company has not transferred any amount to the reserves for the year ended 31st
March, 2023.
REVIEW OF PERFORMANCE
FORXCHANGE
The gross turnover and gross income for the year ended 31st March, 2023 are Rs.20803.52
lakhs and Rs.395.65 lakhs respectively as against Rs.6292.05 lakhs and Rs.179.03 lakhs
during the previous year. The company earned a Pro t After Tax of Rs.69.67 lakhs as
against pro t of Rs.4.03 lakhs during the previous year. The details of operations of the
Company during the year are given in Management Discussion and Analysis report which is
annexed to the Directors Report.
SHARE CAPITAL
The paid up equity share capital of the Company is Rs.2170.62 Lakhs as on 31st March,
2023 comprising 2,17,06,200 equity shares of Rs.10/- each.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34(2) of The Securities and Exchange Board of India [Listing
Obligations and Disclosure Requirements (SEBI LODR)] Regulations, 2015, a Management
Discussion and Analysis Report is annexed to this report.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors make the following statement in terms of Section 134(5) of the Companies
Act, 2013:
"We confirm
1. that in the preparation of the annual accounts for the year ended 31st March, 2023,
the applicable Accounting Standards have been followed along with proper explanation
relating to material departures.
2. that 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, 2023 and of the pro t of the
Company for the year ended on that date.
3. that proper and suf cient 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. that the annual accounts for the year ended 31st March, 2023 have been prepared on a
going concern basis.
5. that internal nancial controls to be followed by the Company have been laid down and
that such internal nancial controls are adequate and are operating effectively.
6. that proper systems to ensure compliance with the provisions of all applicable laws
have been devised and that such systems are adequate and operating effectively."
POLICY ON DETERMINATION OF MATERIAL SUBSIDIARIES
Policy on determination of material subsidiary is available on Companys website. India
Cements Capital Limited has one wholly owned subsidiary viz. India Cements Investment
Services Limited (ICISL) which is a material subsidiary.
SUBSIDIARY
INDIA CEMENTS INVESTMENT SERVICES LIMITED
The turnover and income for the year ended 31st March, 2023 were Rs.56477 lakhs and
Rs.71.31 lakhs as against Rs.115915 lakhs and Rs.92.77 lakhs respectively for the previous
year. The turnover in the cash market segment was Rs.39003 lakhs during the year ended
31st March, 2023 as against Rs.47429 lakhs during the previous year. The turnover in the
Futures & Options segment was Rs.17474 lakhs during the year ended 31st March, 2023 as
against Rs.68486 lakhs during the previous year. The volume levels are less compared to
corresponding period of previous year on account of strict cash margin requirements
imposed by Securities and Exchange Board of India. Further, Market was very at during the
year.
The Company has earned other operating income of Rs.16.16 lakhs as against Rs.24.17
lakhs during the previous year. The Company has also earned other income of Rs.9.59 lakhs
as against Rs.18.67 lakhs during the corresponding previous year.
During the period under review, this division has been operating with 4 branches and 7
business associates.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements, drawn up in accordance with the provisions of
Section 129(3) of the Companies Act, 2013 forms part of the Annual Report.
A separate statement containing the salient features of the audited nancial statements
of its Subsidiary for the nancial year ended 31st March, 2023 in Form AOC-1 is attached to
the Annual Report as Annexure-4.
DIRECTORS
Sri V.M.Mohan retires by rotation at the ensuing Annual General Meeting of the Company
and is eligible for reappointment.
Brief particulars of Director eligible for reappointment is annexed to the Notice
convening the 37th Annual General Meeting of the Company. No director is related to each
other. The details of shares held by non-executive directors are given in Corporate
Governance Report.
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 details of familiarisation
programme for independent directors are available on the Companys website www.iccaps.com.
In the opinion of the Board, the independent directors are persons of high integrity
and repute and possess the requisite pro ciency, expertise and experience and ful l
all the conditions speci ed in the Act and Rule made thereunder and are independent of the
management.
ANNUAL EVALUATION
Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015, 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 said policy is available
on the Companys website www.iccaps.com.
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.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel of the Company are Mr.K.Suresh, Chief Executive Of cer and
Chief Financial Of cer and Ms. E.Jayashree, Company Secretary.
The Board based on the recommendation of Nomination and Remuneration Committee,
approved the reappointment of Sri.K.Suresh, as ‘Manager under the Companies Act,
2013, for a period from 01.10.2023 to 30.09.2024, subject to the approval of the
shareholders and the Resolutions for his reappointment as ‘Manager under the
Companies Act, 2013 is included under special business in the Notice convening the 37th
Annual General Meeting for approval of the members of the Company.
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 details of composition of the Audit Committee are 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
M/s.P.S.Subramania Iyer & Co., Chartered Accountants, Chennai have carried out the
audit of the Accounts for the year ended 31st March 2023, and gave their report thereon.
The audit report does not contain any quali cation.
The Shareholders of the Company at the 36th Annual General Meeting (AGM) held on 29th
September, 2022, appointed M/s P.S.Subramania Iyer & Co. Chennai, as Statutory
Auditors of the Company, to hold of ce for a second and nal term of 5 years from the
conclusion of the 36th AGM until conclusion of 41st AGM of the Company. The Company has
obtained necessary certi cate from the Statutory Auditor con rming their eligibility to
continue as Statutory Auditor of the Company for the nancial year 2023-24.
INTERNAL AUDITORS
Messrs Gopalaiyer & Subramanian, Chennai have been appointed as Internal Auditors
for the year 2023-24.
SECRETARIAL AUDITOR
Ms.P.Sindhuja, Company Secretary in Practice, has been appointed as Secretarial Auditor
of the Company for the year 2023-24. The Secretarial Audit Report in Form MR-3 for the
Financial Year 2022-23, is attached as Annexure 1. The report does not contain any quali
cation, reservation or adverse remarks.
COST RECORDS
The Company is not required to maintain cost records as speci ed by the Central
Government under Section 148(1) of the Companies Act, 2013.
CORPORATE GOVERNANCE
Pursuant to Regulation 34(3) of SEBI (LODR) Regulations 2015, a report on Corporate
Governance along with Auditors Certi cate 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 & CEO also forms part of the Annual Report.
PUBLIC DEPOSITS
Your Company has not accepted deposits from public and shareholders during the year.
There are no outstanding deposits at the end of the year.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the nancial position of the
Company which have occurred between the end of the nancial year of the Company to which
the nancial statements relate and the date of the report other than those disclosed in the
nancial statements.
RISK MANAGEMENT POLICY
Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of SEBI
(LODR) Regulations, 2015, the Company has developed and implemented a Risk Management
Policy. The Policy envisages identi cation of risk and procedures for assessment and
mitigation thereof.
INTERNAL FINANCIAL CONTROLS
The Company has de ned standard operating procedures covering all functional areas like
Money Changing and Forex Advisory Services, etc. The Company has engaged the services of a
Chartered Accountant rm for carrying out internal audit. The internal auditors have been
given the speci c responsibility to verify and report on compliance of standard operating
procedures. The auditors have reported that there are adequate nancial controls in place
and are being followed by the Company.
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 2022-2023, no Orders were passed by the Regulators or Courts or Tribunals
impacting the going concern status and companys 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
An extract of the Annual Return of the Company for the nancial year ended 31st March
2023, is made available at the Companys website www.iccaps.com.
REMUNERATION
As prescribed under Section 197(12) of the Companies Act, 2013 ("Act") and
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the details are given in Annexure 3. In terms of provisions of Section 197(12) of
the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing names of the employees and other
particulars, drawing remuneration in terms of the said Rules forms part of this report.
However, in terms of rst proviso to Section 136(1) of the Act, the Annual Report,
excluding the aforesaid information is being sent to the members of the Company. The said
information is available for inspection at the Registered Of ce of the Company during
working hours and any member who is interested in obtaining these particulars may write to
the Company.
POLICY ON DEALING WITH RELATED PARTIES
All related party transactions that were entered into during the nancial year were on
an arms length basis and were in the ordinary course of business. There are no materially
signi cant related party transactions entered by the Company during the year with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential con ict with the interest of the Company at large. The policy on Related Party
Transactions as approved by the Board is uploaded on the Companys website. None of the
Directors has any pecuniary relationship or transaction vis-a-vis the Company.
Particulars of contracts or arrangements with related parties in Form AOC-2 as required
under Section 134(3)(h) of the Companies Act, 2013 is attached as part of this report in
Annexure 5.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013
The Company, during the year has not given any loans or guarantees or provided security
to any person or other body corporate attracting the provisions of Section 186 of the
Companies Act, 2013.
INSOLVENCY AND BANKRUPTCY CODE / ONE-TIME SETTLEMENT
During the year 2022-23, the Company has neither made any application nor have any
proceedings pending under the Insolvency and Bankruptcy Code, 2016. There was no instance
of one-time settlement with any Bank or nancial institutions during the year.
VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and Regulation
22 of SEBI (LODR) Regulations, 2015, the Company has established a vigil mechanism for
directors and employees to report their genuine concerns. The policy is available on the
Companys website.
THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013
The Company has in place an anti-sexual harassment policy in line with the requirements
of the captioned Act and
Rules made thereunder. There was no complaint of harassment, reported during the year.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 read with applicable Rules are not applicable to the
Company as it does not fall under the threshold limit.
ACKNOWLEDGEMENT
Your Directors thank the Companys Bankers and other Stakeholders of the Company, for
their continued support. The Directors also thank the customers for their continued
association. The continued dedication and sense of commitment shown by the employees at
all levels during the year deserve special mention.
|
For and on behalf of the Board |
|
V. MANICKAM |
|
CHAIRMAN |
|
(DIN: 00179715) |
| Place : Chennai |
|
| Date : 07.08.2023 |
|
+91-9892691696
