International Constructions Ltd Management Discussions.

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

a) Industry structure and developments.

b) Opportunities and Treats.

c) Segment wise performance

d) Outlook

e) Risk and concerns

f) Internal Control Systems and their adequacy - Company has aligned its current systems of internal financial control with the requirement of Companies Act 2013. The companys 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 Companys 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.

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

3. Corporate Governance Report - Pursuant to Regulation 15 (2) of SEBI LODR Regulations 2015, Company has been exempted from providing disclosures under regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C , D and E of Schedule V this Clause as paid up equity share capital not exceeding Rs. Ten Crores and net worth not exceeding Rs. Twenty Five Crores as on the last day of the previous financial year.

4. 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.

5. Compliance Certificate either from the Auditors or Practicing Company Secretaries regarding compliances of conditions of Corporate Governance shall be annexed with the Directors Board: Pursuant to Regulation 15 of SEBI LODR Regulations 2015, Company has been exempted from providing disclosures under this Clause.

6. 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

7. General Shareholder Information:

a) Corporate Identification Number (CIN) : L45309KA1983PLC038816
b) Registered office of the Company Golden Enclave, Corporate Block, Tower B1, 5th Floor, HAL Old Airport Road, Bengaluru - 560 017.
c) 37th Annual General Meeting
Date : 30th September, 2020
Time : at 3:00 P.M. (IST)
Venue : The Company is conducting meeting through Video Conference / Other Audio Visual Means pursuant to the MCA Circular dated May 05, 2020 and as such there is no requirement to have a venue for the AGM) details please refer to the Notice of this AGM.
d) Financial Calendar
Financial Year : April 01, 2020 to March 31, 2021
Annual General Meeting : On or before September 30, 2021
First quarter results (Unaudited) : On or before August 14, 2020*
Second quarter results (Unaudited) : On or before November 14, 2020
Third quarter results (Unaudited) : On or before February 14, 2021
Results for the Financial Year (Audited) : On or before May 30, 2021

* Pursuant to SEBI circular SEBI/HO/CFD/CMD1/CIR/P/2020/140 dated July 29, 2020, the time for submission of financial results for the quarter ended June 30, 2020 has been extended till September 15, 2020.

e) Book Closure Date : 24/09/2020 to 30/09/2020 (both days inclusive)
f) Listing on Stock Exchanges : National Stock Exchange of India Limited (NSE)
Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai 400051
e) Stock Code (Symbol) : NSE - SUBCAPCITY
The Company has paid listing fees to NSE for the financial year ended March 31, 2020.
f) Registrar & Transfer Agents : 3A, Auckland Place, Room No. 7A & 7B, 7th Floor, Kolkata- 700017.
Phone: 033 - 2280-6616/6617/6618; Fax: 033 - 2215 6823
E-mail : nichetechpl@nichetechpl.com
g) Share Transfer System : The share transfers are being affected physically by the Companys share transfer agents, M/s Niche Technologies Pvt. Limited, Kolkata.
h) Dematerialisation of Shares : The shareholders of the company are free to dematerialize their shares and keep them in Dematerialized form with depository participant. 98.83% of the Companys Paid- up Share Capital is in dematerialized form and balance 1.17% is in physical form as on 31st March, 2020.
Companys ISIN No is ‘INE845C01016.
i) Liquidity of Shares : Shares of the Company are being trading freely on the above said Stock Exchanges.

j) Shareholding Pattern as on 31st March 2020 :

CATEGORY No. of Shares held % age of shareholding
A PROMOTERS 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. FIIs 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

k) Distribution of Shareholding:

Distribution of shareholding of shares of the Company as on March 31, 2020 is as follows:

No of Equity Shares

Shareholders

Shareholding

Number % of total Number % of total
1 500 105 65.22 17,847 0.50
501 1,000 17 10.56 13,513 0.37
1,001 5,000 21 13.04 47,217 1.30
5,001 10,000 5 3.11 34,954 0.96
10,001 50,000 4 2.48 84,330 2.32
50,001 10,000 3 1.86 2,12,880 5.86
1,00,001 And Above 6 3.73 32,23,219 88.70
Total 161 100.00 36,33,960 100.00

l) 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 B1, 5th Floor,

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

9. 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/-xxx
Anil Kumar Sethi
Place: Bangalore Chairman & Managing Director
Date: 24.07.2019 (DIN NO: 00035800)