Intl. Conveyors Director Discussions


Your Directors are pleased to present the Annual Report on the business and operations of your Company for the Financial Year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS

(Rs in Lacs)

Particulars 31.03.2023 31.03.2022
Revenue from operations 20,835.58 20,507.74
Other Income 1,367.88 1,299.25
Total 22,203.46 21,806.99
Profit/ (Loss) before Exceptional Items and Taxation 3,748.37 2,599.09
Exceptional items- Income / (Loss) - -
Profit/ (Loss) before Taxation 3,748.37 2,599.09
Provision for Taxation 813.12 1,038.61
Net Profit/(Loss) 2,935.25 1,560.48
Other Comprehensive Income/ (Loss) (net of tax) (204.91) 4,818.68
Total Comprehensive Income 2,730.34 6,379.16

2. REVIEW OF PERFORMANCE

During the Financial Year ended March 31, 2023, your Company has achieved a turnover of 20,835.58 lacs as compared to 20,507.74 lacs recorded during the previous Financial Year ended March 31, 2022 registering a growth of 1.60%. Your Companys profit before taxation for Financial Year 2022-23 is 3,748.37 Lacs against 2,599.09 Lacs in the previous Financial Year. The profit before taxation for the Financial Year ended March 31, 2023 reflects a growth of 44.22% over the corresponding profit for the Financial Year ended March 31, 2022.

3. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

A report on Companys affairs and future outlook is given as Management Discussion and Analysis Report which forms part of this Annual Report.

4. SEGMENT WISE AND PRODUCT WISE PERFORMANCE

The segment wise and product wise performance of your Company is given in the Management Discussion and Analysis Report which forms part of this Annual Report.

5. DIVIDEND

The Board at its Meeting held on May 30, 2023 has recommended a dividend of 1.10 (110%) per equity share of 1 each fully paid up, for the financial year ended March 31, 2023. The total payout of aforesaid dividend would be approximately 697.17 Lacs. (Previous year 675 Lacs).

Pursuant to the Finance Act, 2020 read with the Income-tax Act, 1961, the dividend paid or distributed by a company shall be taxable in the hands of the shareholders w.e.f. April 1, 2020. Accordingly, in compliance with the said provisions, your Company shall make the payment of dividend after necessary deduction of tax at source at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof.

6. PUBLIC DEPOSIT

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year ended March 31, 2023.

7. TRANSFER TO RESERVES

Your Company has transferred 5,00,00,000/- (Rupees Five Crores) to General Reserve during the Financial Year ended March 31, 2023.

8. CHANGES IN SHARE CAPITAL

The Authorised Share Capital of your Company stood at 1,000 Lacs consisting of 9,80,00,000 equity shares of 1 each and 20,000 preference shares of 100 each as on March 31, 2023. The paid-up Equity Share Capital of your Company stood at 647.08 Lacs as on March 31, 2023 divided into 6,47,08,0 0 0 equity shares of 1 each. Paid up Equity Share Capital has been reduced by 27.92* Lacs due to extinguishment of 27,92,0 0 0 equity shares bought back during the F.Y. 2022-23.

*A total of 16,07,000 equity shares of 1 each were extinguished upto 31.03.2023 and balance 11,85,000 equity shares of 1 each were extinguished on 10.04.2023. Hence, total paid up equity share capital has been reduced by 27,92,000 Equity Shares of 1 each i.e. by 27.92 Lacs.

After closure of Financial Year 2022-23, additional 13,29,000 equity shares were extinguished on 11.05.2023. Hence, as on the date of this Report, total paid up equity share capital stood at 633.79 Lacs divided into 6,33,79,000 Equity Shares of 1 each.

There was no further issue of Share Capital such as public issue, right issue, bonus issue or preferential issue during the year. Your Company has granted 23,14,967 stock options pursuant to "ICL Employee Stock option Plan 2020" in the Financial Year 2020-21 out of which 4,85,284 and 11,59,683 stock options were surrendered by the employees during the Financial Year 2021- 22 and 2022-23 respectively.

9. BUYBACK OF EQUITY SHARES

The Board of Directors at its Meeting held on September 09, 2022 approved the Buyback of equity shares from its shareholders/ beneficial owners (other than those who are promoters, members of the promoter group or persons in control), from the open market through stock exchange mechanism for an aggregate amount not exceeding 2,970 lacs (Maximum Buyback Size) which represented 14.03% and 14.95% of the aggregate of the total paid-up capital and free reserves of your Company based on the latest audited financial statements of your Company as at March 31, 2022 on a standalone and consolidated basis, respectively. The maximum Buybacck Size does not include transaction cost, namely applicable taxes such as Buyback Tax, Securities Transaction Tax, Goods and Service Tax, Stamp Duty, filing fees, advisors fee, brokerage, public announcement expenses and other incidental and related expenses ("Transaction Costs"). The Buyback process commenced on November 03, 2022 and closed on May 03, 2023.

Your Company has bought back 41,21,000 equity shares pursuant to the buyback offer by utilizing a sum of 2,311.85 lacs which represents 77.84% of the Maximum Buyback Size. The transaction cost incurred by your Company in the Buyback process was 533.36 lacs. Your Company has completed the process of extinguishment of the entire 41,21,000 Equity Shares bought back under the Buyback Process.

10. EMPLOYEES STOCK OPTION PLAN

With a view to motivate the key work force, seeking their contribution to the corporate growth, to create an employee ownership culture, to attract new talents and to retain them for ensuring sustained growth, your Company has instituted "ICL Employee Stock Option Plan 2020" with the approval of shareholders of the Company. The Nomination & Remuneration Committee monitors your Companys ESOP scheme.

During the Financial Year 2020-21 the Nomination & Remuneration Committee has given its approval for grant of 23,14,967 options at their meeting held on December 24, 2020 out of which 4,85,284 and 11,59,683 stock options were surrendered by the employees during the Financial Year 2021-22 and 2022-23 respectively. A detailed report with respect to options exercised, lapsed, exercise price, vesting period, etc under "ICL Employee Stock Option Plan 2020" is disclosed on the website at https:// www.iclbelting.com/investors/ under "General Reports" section.

11. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013; the Annual Return of your Company is available at your Companys website at https://www.iclbelting.com/investors/ under "Shareholders Information" section.

12. SUBSIDIARY COMPANIES

During the year under review, no Company became or ceased to be a subsidiary, joint venture or associate of your Company. As on the date of this report, your Company has 3 (Three) wholly owned subsidiaries and 1 (One) step-down subsidiary, the names of which are mentioned herein below:

1. International Belting Limited

2. Conveyor Holdings Pte. Ltd.

3. International Conveyors America Ltd.

4. International Conveyors Australia Pty Ltd. (Subsidiary of Conveyor Holdings Pte. Ltd.)

The Annual Reports of these subsidiaries will be made available for inspection by any member of the Company at the Corporate Office of your Company at 10 Middleton Row, Kolkata-700071, West Bengal between 11:00 A.M. to 1:00 P.M. on any working day upto the date of ensuing AGM and the Annual Reports of aforesaid subsidiaries for the Financial Year ended March 31, 2023, shall be provided to any member of your Company upon receipt of written request. Members may also send an advance request at the email id investors@iclbelting.com. The Annual Report along with Audited Financial Statements of each of the subsidiaries of your Company are also available on the website of your Company at www.iclbelting.com under "Annual Reports" section.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 (as amended), a statement containing the salient features of Financial Statements of the aforesaid Subsidiaries (including highlights of their performance and contributions to the overall performance of your Company) has been provided in Form AOC-1 which forms part of this Annual Report.

The Audit Committee reviews the consolidated financial statements of your Company and the investments made by it in unlisted subsidiary companies. Details regarding material subsidiary is given in the Corporate Governance Report which forms part of this Annual Report. Your Company has a policy in place for determining material subsidiaries which is disclosed on its website at the following link:

https://www.iclbelting.com/investors/aserver.php?file=4.%20Policy%20for%20detemining%20Material%20Subsidiary.pdf

13. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements (CFS) of your Company duly audited by the Statutory Auditors M/s. G. P. Agrawal & Co., Chartered Accountants for the Financial Year ended March 31, 2023, prepared in compliance with the provisions of Indian Accounting Standards (Ind AS) issued by the Institute of Chartered Accountants of India (ICAI) and notified by the Ministry of Corporate Affairs (MCA), Government of India forms part of this Annual Report.

14. LISTING WITH STOCK EXCHANGES

During the year under review, The Calcutta Stock Exchange Limited has given its approval for voluntary delisting of equity shares of your Company w.e.f. April 19, 2022. Your Company is listed with The Bombay Stock Exchange Limited and The National Stock

Exchange of India Limited at the end of the Financial Year 2022-23. There are no arrears in payment of listing fees and the stipulated listing fee for Financial Year 2023-24 has been paid.

15. BOARD OF DIRECTORS, BOARD MEETINGS AND KEY MANAGERIAL PERSONNEL Composition

Your Companys Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the Articles of Associations of your Company. Your Board has been constituted with requisite diversity, wisdom, expertise and experience commensurate to the scale of operations of your Company. Details of Board composition have been provided in the Corporate Governance Report which forms part of this Annual Report.

Board Meetings

The Board met (5) five times during the Financial Year 2022-23 i.e. on May 27, 2022; August 11, 2022; September 09, 2022; November 14, 2022 and February 13, 2023. Details of Board Meetings held during the Financial Year 2022-23 have been provided in the Corporate Governance Report which forms part of this Annual Report.

Key Managerial Personnel

Shri Rajendra Kumar Dabriwala (DIN-00086658), Managing Director, Shri Ashok Kumar Gulgulia, Chief Financial Officer and Ms. Dipti Sharma, Company Secretary & Compliance Officer are the Key Managerial Personnel (KMP) of your Company in terms of Section 2(51) and Section 203 of the Companies Act, 2013 as on March 31, 2023.

Director seeking appointment/re-appointment

In terms of the Articles of Association of your Company read with Section 152 of the Companies Act, 2013, Shri Surbhit Dabriwala (DIN-0 0 0 8 3 077) retires by rotation and being eligible, offers himself for re-appointment, is proposed to be re-appointed as Director of your Company at the ensuing Annual General Meeting.

Changes in Board Composition

During the year under review, designation of Shri Prasad Sudhakar Deshpande (DIN-09470516) and Ms. Jayanthi Talluri (DIN- 09272993) was changed from Additional (Executive) Director to Executive Director and Additional (Non-Executive Independent) Director to Non-Executive Independent Director respectively w.e.f. April 14, 2022 through Postal Ballot.

Shri M. P. Jhunjhunwala (DIN-00567070) has resigned from the office of Independent Director w.e.f. 27.05.2022.

Declaration given by Independent Directors

Your Company has received declarations from the Independent Directors confirming that each of them meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) and 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there is no change in the status of their independence and have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

All the Independent Directors have registered their names with the data bank maintained by the Indian Institute of Corporate Affairs as required under the provisions of Section 150 of the Companies Act, 2013 read with Rule 6(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 as well as the Rules made thereunder and are Independent to the management.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the performance of directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committees.

Committees of the Board

Pursuant to various requirements under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirement)

Regulations, 2015, the Board of Directors has constituted Committees such as:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

Details of all the Committees along with their charters and composition and meetings held during the Financial Year 2022-23 are given in the Corporate Governance Report which forms part of this Annual Report.

The Board had constituted a Committee, namely, Buyback Committee to assist the Board in implementing the share buyback scheme in the best interest of your Company. Details regarding the composition of Buyback Committee and meetings held during the Financial Year 2022-23 is given in the Corporate Governance Report which forms part of this Annual Report.

Other information

Other details pertaining to the Directors, their appointment / cessation during the year under review and their remuneration are given in the Corporate Governance Report which forms part of this Annual Report.

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) 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 as at March 31, 2023 and of the Profit of the Company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts of the Company on a going concern basis.

v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial control is adequate and operating effectively.

vi) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

In adherence to section 178(1) of the Companies Act, 2013, the Board of Directors of your Company regularly review the policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3), based on the recommendations of the Nomination and Remuneration Committee.

As on the date of this Directors Report the Nomination and Remuneration Committee consists of 3 (three) Members i.e.

A. Shri J. S. Vanzara, Chairman

B. Shri Sunit Mehra, Member

C. Shri Udit Sethia, Member

18. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Your Company has in place, an adequate system of internal financial control commensurate with its size, scale and nature of operations ensuring orderly and efficient conduct of its business, including adherence to your Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and preparation

of financial records in a timely and reliable manner. These systems are designed keeping in view the nature of activities carried out at each location and various business operations.

Your Companys Internal Auditors carries out Internal Audit at all manufacturing locations and offices and the Internal Audit Report is periodically reviewed by the Audit Committee. The Audit Committee reviews the comprehensiveness and effectiveness of the report and provides valuable suggestions and keeps the Board of Directors informed about its major observations from time to time. The Internal Auditors are permanent invitee to the Audit Committee Meetings.

19. RISK MANAGEMENT

Your Company believes that risk resilience is key to achieving higher growth. To this effect, there is a robust process in place to identify key risks across your Company and prioritise relevant action plans to mitigate these risks. Risk Management framework is reviewed periodically which includes discussing the management submissions on risks, prioritising key risks and approving action plans to mitigate such risks.

The objective of risk management is to have a dynamic and an optimum balance between risk and return and ensure regulatory compliance and conformity with the Board approved policies, it starts with the identification and evaluation process which is followed by optimal use of resources to monitor and minimize the risks. Your Company has in place a Risk Management Policy which is reviewed by the Audit Committee and approved by the Board of Directors of your Company.

20. STATUTORY AUDITORS

In terms of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended), M/s. G. P. Agrawal & Co., Chartered Accountants (Firm Registration No. 302082E), was appointed as Statutory Auditors of your Company, to hold office for a consecutive period of 5 (five) years from the conclusion of the 49th Annual General Meeting held in the year 2022 until the conclusion of the 54th Annual General Meeting of your Company to be held in the year 2027.

M/s. G. P. Agrawal & Co., have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI as required under the provisions of Regulation 33 of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The reports given by the Statutory Auditors on the Standalone and Consolidated Financial Statements of your Company for the Financial Year ended March 31, 2023, forms part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Reports. The Statutory Auditors of your Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

21. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on February 13, 2023 has appointed M/s Rajesh Kumar Shaw & Co., Company Secretaries, 7/1A, Grant Lane, 2nd Floor, Shyam Chamber, Room No 01, Kolkata-700012, West Bengal, as the Secretarial Auditors of your Company to conduct the Secretarial Audit of your Company for the Financial Year ended March 31, 2023 and to submit Secretarial Audit Report thereon.

The Secretarial Audit Report as received from M/s. Rajesh Kumar Shaw & Co., Company Secretaries, in Form MR-3 is annexed with this Boards Report and marked as Annexure-I and does not contain any qualification, reservation, adverse remark or disclaimer.

Further, pursuant to Securities and Exchange Board of India circular no CIR/CFD/CMD1/27/2019 dated 8th February, 2019, M/s. Rajesh Kumar Shaw & Co., Company Secretaries, 7/1A, Grant Lane, 2nd Floor, Shyam Chamber, Room No 01, Kolkata-700012, West Bengal, has issued Annual Secretarial Compliance Report to your Company, with respect to compliance of all applicable regulations, circulars and guidelines issued by Securities and Exchange Board of India. The said report has been duly submitted to the Bombay Stock Exchange Limited and The National Stock Exchange of India Limited.

22. NON APPLICABILITY OF MAINTENANCE OF COST RECORDS

Maintenance of cost records under section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 is not applicable to your Company as your Companys export revenue exceeds 75% of its total revenue for the Financial Year ended March 31, 2023.

23. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors have reported to the audit committee, under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against your Company by its officers or employees, the details of which need to be mentioned in the Boards Report.

24. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has duly complied with applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

25. CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements laid down in SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. In compliance with Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with Schedule V thereto, the Corporate Governance Report of your Company for the Financial Year ended March 31, 2023 along with a Certificate from the Statutory Auditors of your Company confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The details of Credit Rating are given in the said report.

Other disclosures required to be made under the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Companies Act, 2013 and the Rules made thereunder, have been included in the Corporate Governance Report and / or the Financial Statements for the Financial Year ended March 31, 2023 to avoid repetition in this Boards Report.

26. MATERIAL LITIGATIONS /ORDERS

During the year under review, there were no material orders passed by the Regulators / Courts and no litigation was outstanding as on March 31, 2023, which would impact the going concern status and future operations of your Company. The details of litigation on tax matters are disclosed in the Auditors Report and Financial Statements which forms part of this Annual Report. During the year under review, no Corporate Insolvency Resolution application was made or proceeding was initiated, by / against your Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended). Further, no application/ proceeding by / against your Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended) is pending as on March 31, 2023.

27. LOANS, GUARANTEES AND INVESTMENTS

In terms of Section 186 of the Companies Act, 2013 and Rules framed thereunder, details of the Loans given and Investments made by your Company have been disclosed in the notes to the Financial Statements for the Financial Year ended March 31, 2023, which forms part of this Annual Report. Your Company has not given any guarantee or provided any security during the year under review.

28. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given hereunder:

Sl. No Name Designation Remuneration paid in the F.Y. 2022-23 Remuneration paid in the F.Y. 2021-22 % increase in remuneration from previous Financial Year Ratio of remuneration to Median remuneration of employee
1 Shri Rajendra Kumar Dabriwala Managing Director 3,13,23,077 2,79,98,077 11.88 79.22:1
2 Shri Prasad Sudhakar Deshpande Executive Director 65,06,120 12,09,628* (5.69) 16.45:1
3 Shri Ashok Kumar Gulgulia Chief Financial Officer 21,83,900 22,37,570 (2.40) 5.52:1
4 Ms. Dipti Sharma Company Secretary & Compliance Officer 5,38,200 3,67,872 46.30 1.36:1

*Shri P. S. Deshpande was appointed as an Additional (Executive) Director w.e.f. 27.01.2022, hence salary mentioned above is for the period 27.01.2022 to 31.03.2022.

Percentage increase in remuneration of each Managing Director, Chief Financial Officer (CFO), Company Secretary & Compliance Officer in the Financial Year 2022-23:

Shri Rajendra Kumar Dabriwala (Managing Director) : 11.88%
Shri Prasad Sudhakar Deshpande (Executive Director) : -5.69%
Shri Ashok Kumar Gulgulia (Chief Financial Officer) : -2.40%
Ms. Dipti Sharma (Company Secretary & Compliance Officer) : 46.30%

Percentage increase in median remunerations of employees in the financial year 2022-23 = 11.34%

The number of permanent/total employees on the roll of your Company as on March 31, 2023 = 95

Explanation of the relationship between average increase in remuneration & Company performance:

The average increase in remuneration is as per the policy of retention of talent.

Key parameters for any variable remuneration of directors:

Except Shri Rajendra Kumar Dabriwala, Managing Director and Shri Prasad Sudhakar Deshpande, Executive Director, no Directors have been paid any remuneration as your Company has paid them only sitting fees for attending the Board and Committee Meetings.

Affirmation that remuneration is as per the remuneration policy of your Company:

Your Company affirms that remuneration is as per the remuneration policy of your Company.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Companies Act, 2013, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary at investors@iclbelting.com.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year ended March 31, 2023, all transactions with the Related Parties as defined under the Companies Act, 2013 read with Rules framed thereunder, were in the ordinary course of business and at arms length basis. All Related Party Transactions entered into by your Company had prior approval of the Audit Committee, the Board of Directors and the shareholders of the Company, as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee and the Board have also reviewed the Related Party Transactions on a quarterly basis.

Since all Related Party Transactions entered into by your Company were in the ordinary course of business and also on an arms length basis, therefore, details required to be provided in the prescribed Form AOC - 2 are not applicable to your Company. Necessary disclosures required under the Ind AS 24 have been made in Note No. 38(9) of the Notes to the Standalone Financial Statements for the Financial Year ended March 31, 2023.

30. POLICY ON RELATED PARTY TRANSACTIONS

Policy on dealing with Related Party Transactions is available on your Companys website at - https://www.iclbelting.com/investors/aserver.php?file=1.%20Amended%20Related%20Party%20Policy.pdf

31. INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, in compliance with Sections 124 and 125 of the Companies Act, 2013 read with Investor Education & Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules) as amended from time to time, a sum of 57,420/- (Rupees Fifty Seven Thousand Four Hundred and Twenty only) has been deposited into the specified bank account of the IEPF, Government of India, towards unclaimed / unpaid dividend amount for the Financial Year 2014-15.

As per the IEPF Rules, the corresponding equity shares in respect of which Dividend remains unclaimed / unpaid for seven consecutive years or more, are required to be transferred to the Demat Account of the IEPF Authority. During the year under review, your Company has transferred 3,595 underlying Equity Shares to the Demat Account of the IEPF Authority, in compliance with the aforesaid rules.

32. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

It is the responsibility of the Directors/ Senior Managerial Personnel of your Company to intimate to the Independent Directors about the Companys strategy, operations, product and service offerings, markets, finance, quality etc. to make Independent Director familiarize with the strategy, operations and functions of your Company.

The details of familiarization programme have been posted in the website of your Company under the link -

http://www.iclbelting.com/resources/reports/gnrl/Familarisation%20Programme%20for%20Independent%20Director.pdf .

33. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information relating to energy conservation, technology absorption, foreign exchange earnings and outgo, required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are with this Boards Report and marked as Annexure-II.

34. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company operates on the belief that an organization should exist to serve a social purpose and enhance the lives of people connected through its business. Your Company has a CSR Policy in place which aims to ensure that your Company continues to operate its business in an economically, socially and environmentally sustainable manner, while recognizing the interests of all its stakeholders. Details of composition of CSR Committee and other relevant details have been provided in the Corporate Governance Report.

A sum of 35.51 lacs was spent on various CSR activities (covered hereinafter this report) for the Financial Year ended on March 31, 2023. The Annual Report on CSR activities, in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, containing details of CSR expenditure, details of excess amount paid etc. is appended as Annexure-III to this report.

The complete policy has been uploaded on the website of your Company at https://www.iclbelting.com/investors/ under "CSR" section. There has been no change in the CSR Policy during the year under review.

35. VIGIL MECHANISM/ WHISTLE BLOWER

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, your Company has a Whistle Blower Policy/Vigil Mechanism in place in compliance with the provisions of Section 177 of the Companies Act, 2013 read with regulation 22 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 for the Directors and employees of your Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organisation can be raised. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. The Whistle Blower Policy of your Company is placed on the website of your Company at: http://www.iclbelting.com/resources/ reports/gnrl/Vigil%20Mechanism.pdf.

36. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITON & REDRESSAL) ACT, 2013

Your Company has zero tolerance for sexual harassment at workplace. In terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended) and Rules framed thereunder, your Company has duly adopted a Policy and has also complied with the provisions relating to the constitution of Internal Complaints Committee (ICC).

Your Company has not received any complaint on sexual harassment during the financial year 2022-23.

37. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

Except those disclosed in this Annual Report, there are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year to which these Financial Statements relate i.e. March 31, 2023 and the date of this Report.

38. ACKNOWLEDGEMENTS

Your Board appreciates the support of our partners, suppliers, associates and dealers as well as the regulatory authorities of the Central and State Governments in India throughout our journey. Your Board looks forward to their continued assistance and co-operation in the coming years. Your Board is deeply grateful to its investors and shareholders for the unwavering confidence and faith in us.

Your Board also acknowledges and appreciates the Independent Directors and the Non-Executive Directors of your Company for their contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which help your Company to take the appropriate decisions in achieving its business goals. Your Board places on record its deep appreciation to the employees, workmen and staff including the Management headed by the Executive Directors for their hard work, dedication and commitment.

For and on behalf of the Board of Directors
Udit Sethia R. K. Dabriwala
Director Managing Director
DIN : 08722143 DIN :00086658
Date : August 14, 2023 (Mumbai) (Kolkata)