international constructions ltd Management discussions

I. This Section includes discussion on the following matters within the limits set by the listed entity?s competitive position:

a) Industry structure and developments.

b) Opportunities and Treats.

c) Segment wise performance

d) Business Outlook

e) Risk and Concerns

f) Impact of Covid

II. Internal Control Systems and their adequacy - The Company has adequate internal control system to safeguard the company?s assets from any loss or damage to control cost, prevent revenue loss and required financial and accounting controls and to effectively implement the applicable accounting standards. Company has aligned its current systems of internal financial control with the requirement of Companies Act 2013. The company?s Internal Control System is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficiency of the Company?s internal controls, including its systems and processes and compliance with regulations and procedures.

a) Discussion on financial performance with respect to operational performance.

b) Material developments in Human Resource / Industrial Relations Front including number of people employed.

Ill Disclosure of Accounting Treatment: Financial Statements of the Company have been prepared in accordance with Accounting Standards as prescribed.

3. Declaration signed by the CEO stating that the members of Board of Directors and senior management personnel have affirmed compliances with code of conduct of Board of Directors and Senior Management: -

Pursuant to Regulation 15 of SEBI LODR Regulations 2015, Company has been exempted from providing disclosures under this Clause.

4. Compliance Certificate either from the Auditors or Practicing Company Secretaries regarding compliances of conditions of Corporate Governance shall be annexed with the Director?s Board:

Pursuant to the provisions of Regulation 15 (2) (a) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements)Regulations,2015,compliancewiththeprovisionsofRegulationl7, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) were not applicable on the company during the financial year 2021-22. Consequently, the Auditors Certificate on Corporate Governance as stipulated under Schedule V of the Listing Regulations do not form part of this Annual Report for the Financial Year 2021-22.

5. Disclosures with respect to Demat Suspense Account/ Unclaimed Suspense Account:

a) Aggregate Number of Shareholders and the outstanding Shares in the Suspense account lying at the beginning of the year - Nil

b) Number of Shareholders who approached listed entity for transfer of Shares from Suspense Account during the year - Nil

c) Number of Shareholders to whom shares were transferred from Suspense Account during the year - Nil

d) Aggregate number of shareholders and their outstanding shares in the Suspense Account lying at the end of the year - Nil

e) That the voting rights on these shares shall remain frozen till the rightful owner of such Share claims the Shares- NA

6. Detail of fees paid to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part and certificate from a company secretary in practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies.

Above requirements are covered under Clause C [Corporate Governance Report] of Schedule V of LODR which is exempted for our Company under regulation 15 (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as paid up equity share capital is not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.

7. General Shareholder Information:

a)	Corporate Identification Number (CIN)	L45309KA1983PLC038816
b)	Registered office of the Company	Golden Enclave, Corporate Block, Tower Bl, 5th Floor, HAL Old Airport Road, Bengaluru - 560 017.
c)	39th Annual General Meeting
	Date	30th September 2022
	Time	at 3:00 P.M. (1ST)
	Venue	Registered Office: Golden Enclave, Corporate Block, Tower Bl, 5th Floor, HAL Old Airport Road, Bengaluru - 560 017
d)	Financial Calendar
	Financial Year	April 01, 2022, to March 31, 2023
	Annual General Meeting	On or before September 30, 2023
	First quarter results (Unaudited)	On or before August 14, 2022
	Second quarter results (Unaudited)	On or before November 14, 2022
	Third quarter results (Unaudited)	On or before February 14, 2023
	Results for the Financial Year (Audited)	On or before May 30, 2023
e)	Book Closure Date	24/09/2022 to 30/09/2022 (Both days inclusive)
f)	Listing on Stock Exchanges	National Stock Exchange of India Limited (NSE)
		Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai 400051
g)	Stock Code (Symbol)	NSE - SUBCAPCITY
		The Company has paid listing fees to NSE for the financial year ended March 31, 2022.
h)	Registrar & Transfer Agents	3 A, Auckland Place, Room No. 7A & 7B, 7th Floor, Kolkata-700017. Phone: 033 - 2280-6616/6617/6618; Fax: 033 - 2215 6823 E-mail: 11ichctcchDlA11ichctcchDl.com Website: httos ://www.nichetechr>l. com
i)	Share Transfer System	The share transfers are being affected by die Company?s share transfer agents, M/s Niche Technologies Pvt. Ltd., Kolkata.
j)	Dematerialisation of Shares	The shareholders of the company are free to dematerialize their shares and keep them in Dematerialized form with depository participant. 98.85% of the Company?s Paid-up Share Capital is in dematerialized form and balance 1.15% is in physical form as on 31st March, 2022.
		Company?s ISIN No is ‘INE845C01016?.
k)	Liquidity of Shares	Shares of die Company are being trading freely on the above said Stock Exchanges.

1) Shareholding Pattern as on 31^st March 2022:

	CATEGORY	No. of Shares held	% age of shareholding
A	PROMOTER?S HOLDING:
1.	Promoters
	- Indian Promoters	27,25,470	75.00*
	- Foreign Promoters	Nil	Nil
2.	Persons acting in Concert	Nil	Nil
B.	NON-PROMOTERS HOLDING
3.	Institutional Investors	Nil	Nil
a.	Mutual Funds	Nil	Nil
b.	Banks, Financial Institutions, Insurance Companies (Central/ State Govt. Institutions / Non-government Institutions)	Nil	Nil
c.	Fils	Nil	Nil
4.	OTHERS	Nil	Nil
a.	Private Corporate Bodies	Nil	Nil
b.	Indian Public	9,08,490	25.00*
c.	NRIs / OCBs	Nil	Nil
d.	Employees	Nil	Nil
d.	Clearing Members	Nil	Nil
	TOTAL	36,33,960	100.00

*After achieving Minimum Public Shareholding on 25.1.2019 m) Distribution of Shareholding:

Distribution of shareholding of shares of the Company as on March 31, 2022 is as follows:

No of Equity Shares	Shareholders	Shareholding
	Number	% of total	Number	% of total
1- 500	413	88.06	29,317	0.81
501- 1,000	17	3.62	14,069	0.39
1,001- 5,000	26	5.54	57,112	1.57
5,001- 10,000	3	0.64	18,878	0.52
10,001- 50,000	2	0.43	41,156	1.13
50,001- 1,00,000	2	0.43	1,22,000	3.36
1,00,001- And Above	6	1.28	33,51,428	92.22
Total	469	100.00	36,33,960	100.00

n) Address For Correspondence

The Shareholders may address their communication / suggestion / grievances / other queries to:

Mr. Nitesh Kumar Jain,

CS & Compliance Officer

International Constructions Limited

Golden Enclave, Corporate Block, Tower Bl, 5^th Floor,

HAL Old Airport Road, Bengaluru - 560 017 Phone: 080-49411700; Fax: 080-49411701

8. CODE OF CONDUCT The Code of Business Conduct and Ethics, as adopted by the Board of Directors is a comprehensive code applicable to all Directors, Executive as well as non-executive and also members of Senior Management.

	By Order of the Board
	For International Constructions Limited
	Sd/-xx
	Anil Kumar Sethi
Place: Bangalore	Chairman & Managing Director
Date: 30.05.2022	(DIN: 00035800)