ICSA (India) Ltd Directors Report.

Dear Members

Your Directors have pleasure in presenting the 23rd Annual Report of the Company together with the audited accounts for the year ended March 31, 2017

Financial Results

DESCRIPTION 2016-17 2015-16
1 Revenue (net of duties & taxes) 286.85 485.47
2 Profit/(Loss) before depreciation & amortization, finance cost and exceptional items 187.74 (373.34)
3 Finance Cost 12.52 27.13
4 Depreciation & Amortization 1051.43 1086.81
5 Exceptional items
- Bad debts written off - 593.31
6 Profit/(loss) before tax (2-3-4-5) (876.21) (2080.39)
7 Provision for tax - -
8 Profit/(loss) after tax (6-7) (876.21) (2080.39)

OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE

Your Company has recorded a consolidated income (as per Indian GAAP) of Rs.286.85 Lakhs for the Financial Year under review and incurred a loss of Rs.876. 21 Lakhs.

DIVIDEND

Due to losses, no dividend has been recommended by directors for the financial year 2016-17.

SHARE CAPITAL

The Paid up Equity Share Capital as on 31st March, 2017 was Rs.9.62 crores. During the year under review, the Company has not issued any shares either with differential voting rights or to its employee neither stock options nor sweats equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

DIRECTORS

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

CHANGES IN CAPITAL STRUCTURE

There is no change in the capital structure of the company during the accounting period.

HUMAN RESOURCES

‘Human Resources are recognized as a key pillar of

any successful organization and so is for ICSA (INDIA) LIMITED. The company puts constant efforts in recruiting and training the employees and ensures to bring out the best of them. The company adopts a HR policy and ensures that all the employees are aware of personnel policies. The needs of the employees are addressed with high importance and efforts are made to provide a highly challenging and healthy environment. Besides all these, the company places high emphasis on professional etiquette required of every employee.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

ICSA (INDIA) LIMITED has an adequate system of internal control to ensure that the resources of the Company are used efficiently and effectively, all assets are safeguarded and protected against loss from unauthorized use or disposition and the transactions are authorized, recorded and reported correctly, financial and other data are reliable for preparing financial information and other data and for maintaining accountability of assets. The internal control is supplemented by extensive programmer of internal audits, review by management, documented policies, guidelines and procedures.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

RELATED PARTY TRANSACTIONS:

The company has not entered any related party transactions referred to in Section 188(1) of the Companies Act, 2013.

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134 (3) (p), 149(8) and Schedule IV of the Companies Act, 2013, annual Performance Evaluation of the Directors as well as of the Audit Committee, Nomination and Remuneration has been carried out. The Performance Evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

The Company has adopted the Nomination and Remuneration Policy for the Directors, Key Managerial

Personnel and other employees, pursuant to the provisions of the Act and Clause 49 of the Listing Agreement. The Nomination and Remuneration Committee has considered the following factors while formulating the Policy: (i) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; (ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (iii) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company. Details of the Remuneration Policy are given in the Corporate Governance Report.

BOARD AND COMMITTEE MEETINGS

A calendar of Board and Committee Meetings to be held during the year was circulated in advance to the Directors. Four Board Meetings were convened and held during the year.

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and the SEBI (LODR) Regulation, 2015.

SUBSIDIARY

The Company has no Subsidiaries.

FIXED DEPOSITS

Your Company has not accepted any deposits falling within the meaning of Sec.76 of the Companies Act, 2013 any other provision read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

INSURANCE

The Companys properties and assets are adequately insured, wherever required.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge and ability confirm as under: a) In the preparation of the annual accounts, for the year ended 31st March 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures; 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 that period; 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 annual accounts have been prepared on a going concern basis; e) The Company had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively: and f) The have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s C.V. Reddy K & Associates, Practicing Company Secretaries, to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as ‘Annexure I.

The Secretarial Audit Report for the financial year ended 31st March, 2017 does contain any qualification which needs to be rectified.

STATUTORY AUDITORS

M/s. P Murali & Co., Chartered Accountants, Hyderabad appointed as Statutory Auditors of the Company at the ensuing annual general meeting.

It is proposed to appoint M/s. P Murali & Co., Chartered Accountants, (Firm Reg no: 007257S) Hyderabad, in the ensuing Annual General Meeting as Statutory Auditors of the Company for one term of five consecutive years i.e. from F.Y. 2017-18 to F.Y. 2021-22 subject to ratification of such appointment every year by the members at every Annual General Meeting. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder.

The Statutory Auditors Report by M/s. Rambabu & Co.,, Chartered Accountants does not contain any reservation, qualification or adverse remark.

RESPONSE TO AUDITORS OBSERVATIONS AND EMPHASIS OF MATTERS

With reference to the observations made by the Statutory Auditors in the Audit Report, the management response there to as follows:-i) Attention is invited to Note No.7 to Notes on Financial statements regarding non-provision of interest on working capital loans for an amount of Rs. 15,392.37 lacs. (Cumulative upto 31-03-2017 amounting to Rs.48,996.20 lacs.) The loss of the company is understated to an extent of Rs.15,392.37 lacs for the year and cumulative loss upto 31-03-2017 to the extent of Rs.48,996.20 lacs and liability of the company is understated to that extent.

Management Response:

The Company has been declared sick u/s. 3(1)(o) of SICA as per the order pronounced by the Honble BIFR on 12.02.2014. Later banks have issued SARFAESI Act 2002 against which Honble BIFR has stayed the actions of banks.

The Company also has given DRS proposal to the banks on 25.3.2014 & to Honble BIFR on 26.3.2014 and presently the same is pending with National Company Law Tribunal (NCLT). Hence interest is not provided. ii) Attention is invited to Note No.9 to Notes on Financial statements regarding non-provision of interest on Term Loans from banks for an amount of Rs.13,190.18 lacs. (Cumulative upto 31-03-2017 amounting to Rs.39,148.17lacs) The loss of the company is understated to an extent of Rs. 13,190.18 lacs for the year and cumulative loss upto 31-03-2017 to the extent of Rs. 39,148.17 lacs and liability of the company is understated to that extent.

Management Response:

The Company has been declared sick u/s.3(1)(o) of SICA as per the order pronounced by the Honble BIFR on 12.02.2014. Later banks have issued SARFAESI Act 2002 against which Honble BIFR has stayed the actions of banks.

The Company also has given DRS proposal to the banks on 25.3.2014 & to Honble BIFR on 26.3.2014 and presently the same is pending with National Company Law Tribunal (NCLT). Hence interest is not provided. iii) Attention is invited to Note No.9 to Notes on Financial statements regarding non-provision of interest on corporate dividend tax for an amount of Rs.12.85 lacs for the year (Cumulative interest upto 31-03-2017 amounting to Rs.89.94 lacs. The loss of the company is understated to an extent of Rs.12.85 lacs for the year and cumulative loss upto 31-03-2017 to the extent of Rs. 89.94 lacs and liability of the company is understated to that extent.

Management Response:

The Company has been declared sick u/s. 3(1)(o) of SICA as per the order pronounced by the Honble BIFR on 12.02.2014.Later banks have issued SARFAESI Act 2002 against which Honble BIFR has stayed the actions of banks.

The Company also has given DRS proposal to the banks on 25.3.2014 & to honble BIFR on 26.3.2014 and presently the same is pending with National Company Law Tribunal (NCLT). Hence interest is not provided..

iv) Attention is invited to Note No.24 (a)(iii) to Notes on Financial statements regarding non-provision of Rs. 6,427.58 lacs, towards differential interest for non acceptance of CDR package by banks. The loss of the company is understated to an extent of Rs. 6,427.58 lacs and the liability of the company is understated to that extent.

Management Response:

The Company has been declared sick u/s.3(1)(o) of SICA as per the order pronounced by the Honble BIFR on 12.02.2014. Later banks have issued SARFAESI Act 2002 against which Honble BIFR has stayed the actions of banks.

The Company also has given DRS proposal to the banks on 25.3.2014 & to Honble BIFR on 26.3.2014 and presently the same is pending with National Company Law Tribunal (NCLT). Hence interest is not provided.

v) The Company is not carrying on any activities, In view of the above, we are of the opinion that the company is not able to continue as a going concern.

Management Response:

Company is carrying out rectification to the projects completed in earlier years and discussing with the state electricity board for releae of payments. Since the rectification in full not completed, billing not done to customers to claim the payments.

Hence, the management of the Company is treating the Company as going concern.

EMPLOYEES

During the year under review, none of the employees were in receipt of remuneration in excess of the limits prescribed under the Section 197 (12) of the Companies Act, 2013 and any other applicable provisions of the ACT read with rule 5(1) the Companies (Appointment and Remuneration of Managerial personal) Rules, 2013 as amended.

LISTING OF SECURITIES

The Companys equity shares are listed with the Bombay Stock Exchange Ltd. and the National Stock Exchange. The annual listing fee for the years 2017-18 have been paid to these exchanges.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and on-going process. A detailed Report on Corporate Governance is given as Annexure A to this Report. Certificate from Practicing Company Secretary confirming the compliance with conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is attached to this report.

MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to the provisions of Clause 49 of the Listing Agreement with the stock exchange, a report on Management Discussion & Analysis is attached to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN-EXCHANGE EARNINGS AND OUTGO

Information as required to be furnished under the provisions of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are as hereunder:

CONSERVATION OF ENERGY

Energy conservation measures taken up:

ICSA (INDIA) LIMITED uses electrical energy for its equipment such as air-conditioners, computer terminals, lighting and utilities at work places. As an on-going process, we continue to undertake the following measures to conserve energy:-

- Incorporating new technologies in the air-conditioning system of the upcoming facilities to optimize power consumption

- Identifying and replacing low-efficient machinery (AC) in a phased manner

- Identifying and replacing outdated and low-efficient UPS systems in a phased manner The Company also has in place the internal control procedures by which the cost of the electricity will be identified with the project and thereby, there will be an incentive for the concerned department to consume optimum power.

Additional investment and proposals for reduction of consumption of energy: Nil.

Total energy consumption requirement: Not applicable, as the Company is not engaged in any of the specified industries specified in Schedule 1 to the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988.

RESEARCH AND DEVELOPMENT

The Company is committed to continue its efforts in Research and Development. Our Research and Development activities will help us gear up for future opportunities. We invest and encourage continuous innovation.

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

Efforts made in technology absorption : Enclosed - Form ‘B

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure - II".

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The company has received declaration from Mr. Sarveswar Reddy Mandra and Mr. Telukutla. Srinivasa Rao, Independent Director of the Company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act 2013, and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Annexure-III

SEXUAL HARASSMENT

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 and the Rules there under.

ACKNOWLEDGEMENTS

Your Directors are thankful to all investors, customers, vendors, banks and service providers as well as regulatory and government authorities and other business constituents for their assistance, co-operation, understanding, support and encouragement. Your Directors also sincerely appreciate the high degree of professionalism, commitment and dedication displayed by the employees at all level in the initiatives of the Company.

By the order of the Board of Directors for ICSA (INDIA) LIMITED

Sd/-

G. BALA REDDY

Chairman-cum-Managing Director

Place: Hyderabad Date: 11.08.2017