CORPORATE INFORMATION
Board of Directors
Corporate Management Team
Sri N Srinivasan
Chairman & Director
(upto 30.03.2015)
Sri K Suresh
President & CEO
Sri N R Krishnan
Chairman
(w.e.f. 29.05.2015)
Sri G Radhakrishnan
Vice President - Operations
Branches :
Refer Page No. 87
Sri K P Premnath
Vice President - FFMC & Coro.Travels
Auditors
M/s. S.Viswanathan
Chartered Accountants,
Chennai.
Smt Rupa Gurunath
(w.e.f. 11.02.2015)
Sri V Manickam
(w.e.f. 11.02.2015)
Mrs. E Jayashree
Company Secretary
Registered Office &
Corporate Office :
Dhun Building
827, Anna Salai
Chennai 600 002.
Internal Auditors
M/s. Gopalaiyer and Subramanian
Chartered Accountants,
Chennai.
Sri V M Mohan
(w.e.f. 11.02.2015)
Sri N Srinivasan (F & R)
(upto 01.10.2014)
Bankers
Axis Bank Limited
Punjab National Bank
HDFC Bank Limited
ICICI Bank Limited
Indian Bank
IndusInd Bank Limited
Sri T S Raghupathy
(upto 30.03.2015)
Registrars &
Transfer Agent
Cameo Corporate Services Ltd
Subramanian Building, 5th Floor
1, Club House Road
Chennai - 600 002.
1
Registered & Corporate Office: Dhun Building, 827, Anna Salai, Chennai 600 002.
CIN : L65191TN1985PLC012362
E-mail ID : secr@iccaps.com Website: www.iccaps.com
Tel: 044-28572600 Fax: 044-28414583
NOTICE TO MEMBERS
NOTICE is hereby given that the Twentyninth Annual General Meeting of the Members of India Cements Capital
Limited will be held at 3.00 P.M on Wednesday, the 23rd September, 2015 at Sathguru Gnanananda Hall (Narada
Gana Sabha) (Mini Hall), No. 314, T.T.K. Road, Alwarpet, Chennai 600018 to transact the following business:
ORDINARY BUSINESS:
1.
To consider and if thought fit, to pass with or without modification, the following resolution as an ORDINARY
RESOLUTION:
„RESOLVED THAT the audited Balance Sheet as at 31st March, 2015, Statement of Profit and Loss, Cash
Flow Statement together with related notes for the year ended 31st March, 2015, Consolidated audited
Balance Sheet as at 31st March, 2015, Statement of Profit and Loss, Cash Flow Statement together with
related notes for the year ended 31st March 2015, the AuditorÊs Report thereon and the DirectorsÊ Report
be and are hereby considered and adopted.‰
2.
To consider and if thought fit, to pass with or without modification, the following resolution as an ORDINARY
RESOLUTION:
„RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of
the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or
re-enactment thereof for the time being in force) the appointment of M/s.S.Viswanathan (Registration
No.004770S), Chartered Accountants, Chennai, to hold Office from the conclusion of this Annual General
Meeting until the conclusion of the Thirtieth Annual General Meeting of the Company be and is hereby
ratified on remuneration of ` 75000/- (Rupees Seventy Five Thousand only), exclusive of service tax and
all travelling and out of pocket expenses incurred in connection with the audit.‰
SPECIAL BUSINESS:
3.
To appoint Mr.V.M.Mohan as a Director of the Company and for that purpose to consider and if deemed
fit, to pass the following Ordinary Resolution of which notice has been received from a Member of the
Company as required under Section 160 of the Companies Act, 2013:
„RESOLVED THAT Mr.V.M.Mohan (DIN: 00921760) be and is hereby appointed as a Director of the
Company subject to retirement by rotation.‰
4.
To consider and if thought fit, to pass with or without modification, the following resolution as an ORDINARY
RESOLUTION:
2
„RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and
other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including
any statutory modification(s) or re-enactments thereof for the time being in force) and Clause 49 of the
Listing Agreement, Mr. V. Manickam (DIN:00179715), a non-executive Director of the Company, appointed
as casual vacancy director caused due to resignation of Mr.N.Srinivasan (F&R) and in respect of whom
the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a
Member proposing his candidature for the office of Director of the Company and who has submitted a
declaration that he meets the criteria of independence as provided in Section 149(6) of the Companies
Act, 2013 and who is eligible for appointment as an Independent Director, be and is hereby appointed
as an Independent Director of the Company to hold office for a period from 23rd September, 2015 to
25th September, 2019 and that he shall not be liable to retire by rotation.‰
NOTES:
1.
Explanatory Statement is annexed to the Notice of the Twentyninth Annual General Meeting of the
Company as required by Section 102 of the Companies Act, 2013 in respect of Items No. 2 to 4 of the
Notice.
2.
Details pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges in respect of Directors
seeking appointment / reappointment at the Annual General Meeting are annexed hereto for Items
No. 3 and 4 of the Notice.
3.
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A
PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A
MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding fifty (50)
and holding in the aggregate not more than ten percent of the total share capital of the Company carrying
voting rights. However, a member holding more than 10%, of the total share capital of the Company
carrying voting rights may appoint a single person as Proxy and such person shall not act as Proxy for
any other person or member.
The Proxy Form, duly completed and signed, should be deposited at the Registered Office of the Company
not later than 48 hours before the commencement of the meeting. Members / Proxies should bring the
attendance slip, duly filled in and singed to attend the meeting.
4.
In case of joint holders attending the Annual General Meeting, only such joint holder who is higher in the
order of names will be entitled to vote.
Corporate Members intending to send their authorised representatives to attend the meeting are requested
to send to the Company a certified copy of the Board Resolution authorising their representative to attend
and vote on their behalf at the meeting.
5.
The Register of Members and Share Transfer books of the Company will remain closed from 16th
September, 2015 to 23rd September, 2015 [both days inclusive].
6.
Pursuant to the provisions of Section 124 of the Companies Act, 2013 (corresponding Section 205A of the
Companies Act, 1956), the amount of dividend/deposits/interest on deposits which remains unclaimed for
a period of seven years from the date of declaration/due, would be transferred to „Investor Education and
Protection Fund‰.
3
7.
CompanyÊs shares are being dematerialised at the option of the Members. Members may approach the
CompanyÊs Registrar & Transfer Agent [RTA], in this regard, at the following address :
CAMEO CORPORATE SERVICES LIMITED
V Floor, „Subramanian Building‰, No.1, Club House Road,
Chennai 600 002.
Phone : 044 28460390 (5 Lines), Fax : 044 - 28460129
E-Mail : investor@cameoindia.com
Contact Person : Ms. K.Sreepriya
Designation : Head - Registry
8.
Members holding shares in physical form alone are requested to intimate the change in their address, if
any, immediately to the Company at its Registered Office or to the Registrar & Transfer Agent [RTA] at
their address given above, quoting their folio number. Members holding shares in electronic form may
please notify the change of address, if any, to their Depository Participants [DP] only. The Company or the
RTA will not act on any request from such shareholders.
9.
Under the provisions of Section 72 of the Companies Act, 2013, shareholder(s) is/are entitled to nominate
in the prescribed manner, a person to whom his/her/their shares in the Company, shall vest after his/
her/their lifetime. Members who are holding shares in physical form and are interested in availing this
nomination facility are requested to write to the Company/RTA.
10. Members are requested to note that in case of transfers, deletion of name of deceased shareholder,
transmission and transposition of names in respect of shares held in physical form, submission of photocopy
of PAN Card of the transferee(s), surviving holder(s), legal heir(s) and joint holder(s) respectively, along
with necessary documents at the time of lodgement of request for transfer/ transmission/transposition, is
mandatory.
11. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account
Number (PAN) by every participant in securities market. Members holding shares in electronic form are,
therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining
their demat accounts. Members holding shares in physical form can submit their PAN details to the
Company or the RTA.
12. In accordance with the provisions of Section 101 of the Companies Act, 2013 read with Rule 18 of the
Companies (Management and Administration) Rules, 2014, this Notice and the Annual Report of the
Company for the financial year 2014-2015 are being sent by e-mail to those Members who have registered
their e-mail address with the Company (in respect of shares held in physical form) or with their DP (in
respect of shares held in electronic form) and made available to the Company by the Depositories.
Shareholders are requested to note that the said documents would also be available on the CompanyÊs
website www.iccaps.com from where it can be downloaded. In case any Shareholder desires to receive
the above document(s) in physical form, such Shareholder is required to send an e-mail to secr@iccaps.
com quoting DP Id and Client Id Number in case the share(s) are held in electronic form and Folio Number
in case the share(s) are held in physical form.
Members, who have not registered their e-mail addresses are requested to register their e-mail addresses
with (i) the Depository Participant(s) if the shares are held in electronic form and (ii) with the Company /
Registrar & Share Transfer Agent of the Company if the shares are held in physical form.
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13. Voting through electronic means:
In compliance with the provisions of Clause 35B of the Listing Agreement, Section 108 of the Companies
Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is
pleased to provide the members facility to exercise their right to vote at the 29th Annual General Meeting
(AGM) by electronic means and the business may be transacted through e-Voting Services provided by
Central Depository Services (India) Limited (CDSL). The members may cast their votes using electronic
voting system from a place other than the venue of the meeting (Âremote e-votingÊ). The facility for voting
through Ballot paper shall be made available at the AGM and members attending the AGM who have not
cast their vote by remote e-voting will be able to vote at the AGM.
I.
The instructions for e-voting are as under:
(i) The remote e-voting period commences on 20th September, 2015, (9:00 A.M) and ends on 22nd
September, 2015, (5:00 P.M). During this period, shareholdersÊ of the Company, holding shares either in
physical form or in dematerialized form, as on the cut-off date (record date) i.e. 16th September, 2015, may
cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.
(ii)
Shareholders who have already voted prior to the meeting date would not be entitled to vote at the
meeting date.
(iii) Log on to the e-voting website www.evotingindia.com.
(iv) Click on „Shareholders‰ tab.
(v)
Enter your User ID (For CDSL: 16 digits beneficiary ID, For NSDL: 8 Character DP ID followed by
8 Digits Client ID, Members holding shares in Physical Form should enter Folio Number registered
with the Company.
(vi) Enter the Image Verification as displayed and Click on Login.
(vii) If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on
an earlier voting of any company, then your existing password is to be used.
(viii) If you are a first time user follow the steps given below:
For Members holding shares both in Demat and Physical Form
PAN*
Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
DOB #
Enter the Date of Birth as recorded in your demat account or in the company
records for the said demat account or folio in dd/mm/yyyy format.
Dividend Bank Enter the Dividend Bank Details as recorded in your demat account or in the
Details #
company records for the said demat account or folio.
* Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two
letters of their name and the 8 digits of the sequence number (Sequence number has been provided as Serial number in
the address label and / or in the e-mail sent to Members) in the PAN field. In case the sequence number is less than 8 digits
enter the applicable number of 0Ês before the number after the first two characters of the name in CAPITAL letters. Eg. If
your name is Deepak Raj with sequence number 1 then enter DE00000001 in the PAN field.
# Please enter any one of the details in order to login. Incase both the details are not recorded with the depository and
company please enter the Member id / folio number in the Dividend Bank details field.
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(ix) After entering these details appropriately, click on „SUBMIT‰ tab.
(x)
Members holding shares in physical form will reach directly the Company selection screen. However,
Members holding shares in demat form will now reach ÂPassword CreationÊ menu wherein they are
required to mandatorily enter their login password in the new password field. Kindly note that this
password is to be also used by the demat holders for voting for resolutions of any other company on
which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is
strongly recommended not to share your password with any other person and take utmost care to
keep your password confidential.
(xi) For Members holding shares in physical form, the details can be used only for e-voting on the
resolutions contained in this Notice.
(xii) Click on the EVSN for India Cements Capital Limited.
(xiii) On the voting page, you will see Resolution Description and against the same the option „YES/NO‰
for voting. Select the option YES or NO as desired. The option YES implies that you assent to the
Resolution and option NO implies that you dissent to the Resolution.
(xiv) Click on the „Resolutions File Link‰ if you wish to view the entire Resolutions.
(xv) After selecting the resolution you have decided to vote on, click on „SUBMIT‰. A confirmation box
will be displayed. If you wish to confirm your vote, click on „OK‰, else to change your vote, click on
„CANCEL‰ and accordingly modify your vote.
(xvi) Once you „CONFIRM‰ your vote on the resolution, you will not be allowed to modify your vote.
(xvii) You can also take out print of the voting done by you by clicking on „Click here to print‰ option on the
Voting page.
(xviii) If a Demat account holder has forgotten the login password then Enter the User ID and image
verification Code and click on Forgot Password & enter the details as prompted by the system.
(xix) Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and custodian are required to
log on to https://www.evotingindia.com and register themselves as Corporates. A scanned copy
of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.
evoting@cdslindia.com. After receiving the login details a Compliance User should be created using
the admin login and password. The Compliance User would be able to link the account(s) for which
they wish to vote on. The list of accounts linked in the login should be mailed to helpdesk.evoting@
cdslindia.com and on approval of the accounts they would be able to cast their vote. A scanned
copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the
Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the
same.
(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked
Questions („FAQs‰) and e-voting manual available at www.evotingindia.com under help section or
write an email to helpdesk.evoting@cdslindia.com.
6
II
Members holding shares as on the cut-off date i.e. 16th September, 2015, will be entitled to vote either
through remote e-voting or through Ballot paper at the AGM venue.
III.
The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital
of the Company as on the cut-off date i.e. 16th September, 2015.
IV.
Shri G.Porselvam, practicing Company Secretary has been appointed as the Scrutinizer to scrutinize the
remote e-voting and physical voting at AGM in a fair and transparent manner.
V.
The Scrutinizer shall after the conclusion of voting at the general meeting, first count the votes cast at
the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two
witnesses not in employment of the company and make not later than three days of conclusion of the
AGM, a consolidated scrutinizerÊs Report of the total vote cast in favour or against, if any, to the Chairman
or a person authorized by him in writing who shall countersign the same.
VI. The Results shall be declared by the Chairman or the person authorized by him in writing and the
resolutions will be deemed to be passed on the date of AGM of the Company subject to the receipt of
requisite number of votes in favour of the resolution. The Results declared along with the ScrutinizerÊs
Report shall be placed on the CompanyÊs website www.iccaps.com and on the website of CDSL and
communicated to the Stock Exchanges.
14. Members are requested to bring the annual report with them to the Annual General Meeting.
By Order of the Board
For India Cements Capital Limited
Place : Chennai
Date : 12th August, 2015
E Jayashree
Company Secretary
7
PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT WITH THE STOCK EXCHANGES,
FOLLOWING INFORMATION ARE FURNISHED ABOUT THE DIRECTORS PROPOSED TO BE APPOINTED
/ REAPPOINTED, VIDE ITEMS NO. 3 AND 4 OF THE NOTICE DATED 12TH AUGUST, 2015.
1.
Name of the Director
Mr.V.M.Mohan
Date of Birth
19/05/1956
Date of appointment on the Board as Director
11/02/2015
Date of last reappointment as Director
N.A
Expertise in specific functional areas
Accounts
Qualification
B.Com., ACA., ACMA., ACS.
Number of Equity Shares held in the Company by
the Director or for other persons on a beneficial
basis
100
List of outside Directorships held in public
companies
Coromandel eServices Limited
Coromandel Infotech India Limited
Coromandel Travels Limited
Jhunjhunu Cement Limited
Trinetra Cement Limited
Chairman / Member of the Committees of Board of Audit Committee Member
Directors of the Company
Stakeholders Relationship Committee Member
Chairman / Member of the Committees of Board
of Directors of other Companies in which he is a
Director
Nil
Relationship with other Directors
Nil
8
2.
Name of the Director
Mr. V. Manickam
Date of Birth
01/04/1952
Date of appointment on the Board as Director
11/02/2015
Date of last reappointment as Director
N.A
Expertise in specific functional areas
Investment
Qualification
B.Sc, ACA
Number of Equity Shares held in the Company by
the Director or for other persons on a beneficial
basis
Nil
List of outside Directorships held in public
companies
Coromandel Infotech India Limited
EID Parry (India) Limited
ICL Financial Service Limited
The India Cements Limited
Trinetra Cement Limited
Trishul Concrete Product Limited
Chairman / Member of the Committees of Board of Audit Committee - Member
Directors of the Company
Chairman / Member of the Committees of Board
of Directors of other Companies in which he is a
Director
EID Parry (India) Limited
Relationship with other Directors
Nil
9
Audit Committee Member
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ANNEXED
TO THE NOTICE OF THE TWENTYNINTH ANNUAL GENERAL MEETING OF THE COMPANY IN RESPECT
OF ITEMS NO. 2 to 4 OF THE NOTICE DATED 12TH AUGUST, 2015.
Item No. 2
In terms of provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors)
Rules, 2014, the Members of the Company at the Annual General Meeting (AGM) held on 26th September
2014 appointed M/s.S.Viswanathan (Registration No.004770S) Chartered Accountants, Chennai, as Statutory
Auditors of the Company for a period of 3 years to hold office from the conclusion of the Twentyeighth Annual
General Meeting until the conclusion of the Thirtyfirst Annual General Meeting to be held in the year 2017
subject to ratification of such appointment at every AGM at a remuneration of ` 75000/- for the year 2014-15
exclusive of service tax and all travelling and out of pocket expenses incurred in connection with the audit.
The Board of Directors at its meeting held on 29.05.2015, based on the recommendation of the Audit Committee
and subject to the approval of the shareholders, approved the appointment and payment of remuneration of
` 75000/- (Rupees Seventy Five Thousand only) to the statutory auditors for the year 2015-16, besides service
tax and reimbursement of all travelling and out of pocket expenses.
The Company has obtained a written consent and certificate from the Auditor confirming that the appointment
if made shall be in accordance with the conditions and criteria laid down under the Companies Act, 2013.
The Board recommends the resolution as set out in item No. 2 of the Notice for approval of the members.
Interest of Directors and Key Managerial Personnel:
None of the Directors or key managerial personnel of the Company or their relatives is directly or indirectly
concerned or interested, financially or otherwise, in this resolution.
Item No. 3
Mr.V.M.Mohan (DIN: 00921760) was co-opted as an additional director on the CompanyÊs Board with effect from
11.02.2015. Under the provisions of Article 25 of the Articles of Association of the Company read with Section
161 of the Companies Act, 2013, Mr. V.M. Mohan will hold office upto the date of 29th Annual General Meeting.
Notice in writing under Section 160 of the Companies Act, 2013 has been received along with necessary
deposit from a member signifying his intention to propose the appointment of Mr.V.M.Mohan as a Director of
the Company at the 29th Annual General Meeting. The Board recommends the Ordinary Resolution as set out
in Item No.3 of the accompanying Notice for approval of the Members.
Interest of Directors and Key Managerial Personnel:
Mr.V.M.Mohan is interested in the resolution as it concerns his appointment. No other Director or Key
Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise,
in the resolution.
10
Item No. 4
Mr.V.Manickam (DIN:00179715) was appointed as an Independent Director on the Board of Directors of the
Company on 11.02.2015 in the place of Mr.N.Srinivasan who resigned as Independent Director of the Company
w.e.f. 1.10.2014.
Mr.V.Manickam is eligible and had offered himself for appointment as a an Independent Director in terms of
Section 149(4) of the Companies Act, 2013 (the Act) and has given a declaration to the Board that he meets
the criteria of independence as provided under section 149(6) of the Act.
In terms of Section 149 and other applicable provisions, if any, of the Act, Mr.V.Manickam being eligible and
offering himself for appointment, is proposed to be appointed as an Independent Director to hold office for a
period from 23rd September, 2015 to 25th September, 2019.
The Nomination and Remuneration Committee has recommended the appointment of Mr.V.Manickam as an
Independent Director for the aforesaid term and the Board has approved the same. Notice in writing under
Section 160 of the Act, has been received along with necessary deposit from a member signifying his intention
to propose the appointment of Mr.V.Manickam as an Independent Director of the Company.
In the opinion of the Board, Mr.V.Manickam fulfills all the conditions specified in the Act and the Rules
made thereunder and he is independent of the Management. The Board considers that the appointment of
Mr.V.Manickam as an Independent Director for the aforesaid term would be in the best interest of the Company.
Hence, the Board recommends the Ordinary Resolution set out at Item No.4 of this Notice dated 12th August,
2015 for the approval of the Members.
Mr. V.Manickam does not hold any shares in the Company.
A copy of the draft letter for appointment of Mr.V.Manickam as an Independent Director setting out the terms
and conditions would be available for inspection at the Registered Office of the Company during normal
business hours on any working day prior to the date of the meeting and will also be available for inspection at
the meeting.
Interest of Directors and Key Managerial Personnel:
Mr.V.Manickam is interested in the resolution as it concerns his appointment. No other Director or key
Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise,
in the resolution.
By Order of the Board
For India Cements Capital Limited
E Jayashree
Company Secretary
Place : Chennai
Date : 12th August, 2015
11
DIRECTORSÊ REPORT
Your Directors present the 29th Annual Report together with audited accounts for the year ended 31st March
2015. The summarised financial results of the company are furnished below:
Amount
(` In Lakhs)
2015
2014
38247.12
42308.70
412.43
422.17
Profit before depreciation and tax
59.77
42.83
Less: Depreciation
22.26
14.56
Profit before Tax
37.51
28.27
Less : Taxation for the year/previous years
11.59
4.60
Net Profit for the year
25.92
23.67
Gross Turnover
Gross Income
DIVIDEND
In view of the accumulated losses of earlier years, the Directors are unable to recommend any dividend for the
year ended 31st March, 2015.
REVIEW OF PERFORMANCE
Fund based Activity
ForÊXchange
The turnover and operating income for the year ended are ` 38247 lakhs and ` 412 lakhs as against ` 42309
lakhs and ` 402 lakhs respectively during the previous year. This Division operates from 17 centers. The reason
for reduction in volume and also in income is on account of lesser turnover in bulk segment because of lack of
currency demand in the market.
Fee based Activities
Besides main business of foreign exchange, your company is engaged in a small way in various fee based
activities like travels, forex advisory, etc. These fee based activities are volume based business and showed a
mixed results during the year.
Coromandel Travels
The gross billing and income earned for the year ended 31st March, 2015 are ` 29 lakhs and ` 1.71 lakhs as
against ` 67 lakhs and ` 1.91 lakhs respectively during the previous year. This Division is presently operating
at only one center and doing only cash sales. The reduction in volume and income is due to fall in number of
travels.
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Forex Advisory Services
Midas Forex
Midas Forex, the forex advisory division of the Company has earned a gross income of ` 10.48 lakhs during
the year ended as against ` 10.45 lakhs of the previous year.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is annexed
to this report.
DIRECTORSÊ RESPONSIBILITY STATEMENT
Based on the reviews of internal financial control systems & process and compliance of regulations by Internal
Auditors, Statutory Auditors, Secretarial auditors and inspection by Reserve Bank of India and approval of the
Audit committee, Your Directors state that :
1. in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting
standards have been followed along with proper explanation relating to material departures;
2.
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, 2015 and of the profit of the Company for that year;
3.
proper and sufficient 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.
the annual accounts for the year ended 31st March, 2015 have been prepared on a going concern basis;
5.
internal financial controls to be followed by the Company have been laid down and that such internal
financial controls are adequate and were operating effectively;
6.
proper systems to ensure compliance with the provisions of all applicable laws have been devised and
that such systems were adequate and operating effectively.
SUBSIDIARIES
POLICY ON DETERMINATION OF MATERIAL SUBSIDIARIES
India Cements Capital Limited has, as on date, one subsidiary viz. India Cements Investment Services Limited
and its step down subsidiary ICIS Commodities Limited.
India Cements Investment Services Limited
The turnover and income for the year ended 31st March, 2015 are ` 165150 lakhs and ` 162.36 lakhs as
against ` 159642 lakhs and ` 134.65 lakhs respectively for the previous year. The turnover comprises ` 83450
lakhs of Cash Segment during the year as against ` 67115 lakhs of previous year, ` 79417 lakhs of Future
& Option Segment during the year as against ` 76766 lakhs of previous year and ` 2284 lakhs of Currency
Future Segment during the year as against ` 15761 lakhs of the previous year. The increase in volume and
income are on account of positive sentiment prevailed during the year.
During the year under review, this subsidiary was operating with 5 branches and 12 business associates.
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ICIS Commodities Limited
ICIS Commodities Limited, the step down subsidiary of India Cements Investment Services Limited undertake
the activity of commodities broking.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements, drawn up in accordance with the applicable Accounting Standards,
form part of the Annual Report in accordance with the provisions of Section 129(3) of the Companies Act,
2013. In accordance with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing
the salient features of the financial statements of Subsidiaries for the financial year ended 31st March, 2015 in
Form AOC-1 is attached to the Annual Report.
The Subsidiary and its step down subsidiary are managed by respective Board of Directors and their accounts
are audited by their respective Statutory Auditors. The consolidated accounts should therefore be read in
conjunction with the respective financial notes and Directors Report and Auditors Report thereon.
The audited accounts in respect of the subsidiary Companies are being placed on the website of the Company
and the Company shall provide a copy of audited financial statements in respect of the Subsidiaries to any
Shareholder, who asks for it. The documents referred to in Section 136(1) of the Companies Act, 2013 are
available for inspection by any Member of the Company at the Registered Office of the Company. The Company
shall furnish a copy of annual accounts of subsidiaries to any member on demand.
DIRECTORS
Under Section 149(6) of the Companies Act, 2013, Mr.N.R.Krishnan and Mr.N.Srinivasan (F&R), were appointed
as Independent Directors of the Company to hold office for a term of five consecutive years with effect from 26th
September, 2014 to 25th September, 2019. Mr.N.Srinivasan (F&R) has resigned as Director of the Company
with effect from 01.10.2014. Mr.V.Manickam was appointed as an independent Director of the Company in
the Place of Mr.N.Srinivasan (F & R) with effect from 11.02.2015. The Board expresses its appreciation of the
valuable contribution made by Mr.N.Srinivasan (F&R) during his tenure as Director.
Ms.Rupa Gurunath was appointed by the Board as additional Director with effect from 11.02.2015. Under
article No. 25 of the Article Association of the Company she will hold office upto the date of the ensuing Annual
General Meeting of the Company.
Mr. V.M.Mohan was appointed by the Board as additional Director with effect from 11.02.2015. Under article
No. 25 of the Articles of Association of the Company he will hold office upto the date of the ensuing Annual
General Meeting and the resolution for his election as director of the Company is included in the Notice dated
12.08.2015 convening the 29th Annual General Meeting of the Company.
Mr.N.Srinivasan and Mr.T.S.Raghupathy, resigned as Directors with effect from 30th March 2015. The Board
expresses its appreciation of the valuable contribution made by Mr.N.Srinivasan and Mr.T.S.Raghupathy during
their tenure as Directors.
Brief particulars of Directors eligible for appointment / re-appointment in terms of Clause 49 of Listing Agreement
are annexed to the Notice convening the 29th Annual General Meeting. No director is related to each other. The
details of shares held by non-executive directors are given in Corporate Governance Report.
Pursuant to Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014, it is reported that, other than the above,
there have been no changes in the Directors or Key Managerial Personnel during the year.
14
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel of the Company are Mr.K.Suresh (Chief Executive Officer and Chief Financial
Officer) and Ms. E.Jayashree Company Secretary.
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 Company has started sponsoring independent directors for training programmes
in a phased manner. The details of familiarisation programme for independent directors are available on the
CompanyÊs website www.iccaps.com.
ANNUAL EVALUATION
Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and Clause 49 of the Listing
Agreement, 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 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.
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 Audit Committee has 3 members out of which two are Independent Director. The details of composition of
the Audit Committee is 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
Pursuant to the provisions of section 139 of the Companies Act, 2013 and Companies (Audit & Auditors)
Rules, 2014, M/s. S.Viswanathan, Chartered Accountants, Chennai were appointed the Statutory Auditors
of the Company from the conclusion of 28th Annual General Meeting held on 26th September 2014 until
the conclusion of the 31st Annual General Meeting to be held in the year 2017, subject to ratification of their
appointment at every Annual General Meeting.
The Company has obtained a written consent from the above Auditor for their appointment as Auditors of the
Company along with a Certificate confirming that the appointment, if made, shall be in accordance with the
conditions as prescribed and in conformity with the criteria prescribed under section 141(3) of the Companies
Act, 2013.
15
A resolution for ratification of the appointment of M/s. S.Viswanathan, Chartered Accountants as statutory
auditors of the Company by the Members, is included in the agenda of forthcoming Annual General Meeting.
Internal Auditors
Messrs. Gopalaiyer & Subramanian, Chennai have been appointed as Internal Auditors for the year 2015-16.
Secretarial Auditor
Pursuant to Section 204 of the Companies Act, 2013, Mr.G.Porselvam, Company Secretary in Practice, has
been appointed as Secretarial Auditor of the Company for the year 2015-16.
The Secretarial Audit Report in Form MR-3 given by Mr.G.Porselvam, Company Secretary in Practice for
the Financial Year 2014-15, as prescribed under Section 204(1) of the Companies Act, 2013 is attached as
Annexure 1.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance
along with AuditorsÊ Certificate 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 also forms part of the Annual Report.
PUBLIC DEPOSITS
Pursuant to your company is a Non-Deposit taking NBFC, no deposits have been accepted during the year.
There are no outstanding deposits at the end of the year.
MATERIAL CHANGES AND COMMITMENTS SINCE 31ST MARCH, 2015
There are no material changes and commitments affecting the financial position of the Company which have
occurred between the end of the financial year of the Company to which the financial Statements relate and the
date of the report other than those disclosed in the financial statements.
RISK MANAGEMENT POLICY
The Management has established a Risk Management Policy which facilitates the management to overview
and mitigate material business risk in all functions of the Company. Risks and its effectiveness are internally
reviewed and reported regularly to the Board.
The Board is satisfied that there are adequate systems and procedures in place to identify, assess, monitor and
manage them. The Audit Committee also reviews reports by management team and suggests suitable action.
Risk mitigation policy is approved by the Board.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has defined standard operating procedures covering all functional areas like Money Changing
and Forex Advisory services etc. The Company has engaged the services of Chartered Accountant firm for
carrying out internal audit. The internal auditors have been given the specific responsibility to verify and report
on compliance of standard operating procedures. The auditors have reported that there are adequate financial
controls in place and are being followed by the Company to operate effectively.
16
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 2014-2015,
no significant and material Orders were passed by the Regulators or Courts or Tribunals impacting the going
concern status and companyÊs 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
As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, an extract of Annual Return in MGT-9 is attached as
Annexure - 3 which forms part of this BoardÊs Report.
REMUNERATION
Employee Remuneration
No employee received the remuneration in excess of the limits prescribed under Section 197 of the Companies
Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
DirectorsÊ Remuneration
As prescribed under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment
and Remuneration of Management Personnel) Rules, 2014, the details are given in Annexure 4.
POLICY ON DEALING WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were on an armÊs length basis
and were in the ordinary course of business. There are no materially significant related party transactions
made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the Company at large. All Related Party Transactions
are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit
Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature.
The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving
details of all related party transactions is placed before the Audit Committee and the Board of Directors for their
approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded
on the CompanyÊs website. None of the Directors has any pecuniary relationships or transactions vis-à-vis the
Company.
TRANSACTIONS WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties in Form AOC-2 as required under Section 134(3)
(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 is attached as part of this report vide
Annexure - 5 as also required under the Non-Banking Financial Companies Corporate Governance (Reserve
Bank) Directions, 2015,
17
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013.
The particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013 are
given in Annexure - 6.
VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and Clause 49(II) (F) of the Listing
Agreement, the Company has established a vigil mechanism for directors and employees to report genuine
concerns. The mechanism provides for adequate safeguards against victimisation of persons who use such
mechanism and make provision for direct access to the chairman of the Audit Committee in appropriate or
exceptional cases.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 read with applicable Rules are not applicable to the Company.
ACKNOWLEDGEMENT
Your Directors thank the CompanyÊs Bankers and The India Cements Limited, for their continued support. The
Directors also thank the customers for their continued association. They are also thankful to the shareholders
for their understanding.
Your Directors appreciates the good work done by the employees of the Company.
For and on behalf of the Board
Place : Chennai.
Date : 29th May, 2015.
N.R. KRISHNAN
Chairman
18
MANAGEMENT DISCUSSION AND ANALYSIS
OPERATING AND FINANCIAL PERFORMANCE
This has been covered in detail in the DirectorsÊ Report.
FEE BASED ACTIVITIES
The various fee-based activities of the company have shown marginal improvements.
ForÊXchange: This division which is a full fledged money changer is at present operating at 17 locations and
has established itself as one of the leading money changers in the South. In addition to buying and selling of
all major currencies and Travellers Cheques, the Division also stocks Amex Travellers Cheques and Citibank
World Money Cards and Axis Bank Travel Currency Prepaid Cards besides being sub-agents for Western
Union Money Transfer.
FUND BASED ACTIVITIES
Coromandel Travels : This Division is operating from one IATA approved branch at Chennai. This division
handles ticketing for domestic and international travel.
Midas Forex, the forex advisory division of the Company provides high technical value information for hedging
the exposures for Export and Import. Various periodical reports with expert comments on the currency
movements are also being provided by this division.
SUBSIDIARY COMPANIES
India Cements Investment Services Limited and ICIS Commodities Limited The performance of the subsidiary
companies are covered in the DirectorsÊ Report.
RISKS AND CONCERNS
The operations of your company are exposed to following risks and concerns viz.,fluctuation in forex rates in
the case of FFMC and bottoming out of commission percentages in the case of travels.
The fluctuations in forex rates are being hedged for timely covers based on appropriate professional advice
including risk management process.
INTERNAL CONTROL SYSTEM
The internal audit of the Company is being carried out by an independent firm of Chartered Accountants which
reviews the operations on an ongoing basis and recommends appropriate improvements apart from ensuring
adherence in company policies as well as regulatory compliance. The audit committee periodically reviews the
audit findings.
HUMAN RESOURCE
The company has put in place a scientific performance evaluation system coupled with a performance-based
remuneration and rewards system. Various training programs for upgrading the skills of the employees at
different levels are conducted.
19
Annexure - 1
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31/03/2015
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31/03/2015
To,
The Members,
INDIA CEMENTS CAPITAL LIMITED
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence
to good corporate practices by M/s. INDIA CEMENTS CAPITAL LIMITED [CIN: L65191TN1985PLC012362]
(hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable
basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of M/s. INDIA CEMENTS CAPITAL LIMITED books, papers, minute books, forms and
returns filed and other records maintained by the company and also the information provided by the Company,
its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in
my opinion, the company has, during the audit period covering the financial year ended on 31/03/2015 complied
with the statutory provisions listed hereunder and also that the Company has proper Board-processes and
compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by
M/s. INDIA CEMENTS CAPITAL LIMITED for the financial year ended on 31/03/2015 according to the provisions of:
(i)
The Companies Act, 2013 (the Act) and the Rules made thereunder;
(ii)
The Securities Contracts (Regulation) Act, 1956 (ÂSCRAÊ) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Non banking financial companies RULES
(v)
RBI Rules, Notifications, Circulars regulating the working of NBFCs
(vi) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent
applicable to Authorized Dealer Category II License holder as an Authorized Money Changer [issued by
Reserve Bank of India]. In exercise of the powers conferred on the Reserve Bank of India by Section 45IA
of the RBI Act, 1934, RBI has granted Certificate of Registration to carry on the business of non-banking
financial institution without accepting public deposits subject to the conditions given on the reverse.
(vii) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India
Act, 1992 (ÂSEBI ActÊ):-
20
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
(c)
The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009;The Securities and Exchange Board of India (Employee Stock Option Scheme
and Employee Stock Purchase Scheme) Guidelines, 1999; The Securities and Exchange Board of
India (Issue and Listing of Debt Securities) Regulations, 2008;
(d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client;
(viii) As informed to me the following other Laws specifically applicable to the Company are as under
1.
The EmployeesÊ Provident Funds and Miscellaneous Provisions Act, 1952
2.
EmployeesÊ State Insurance Act, 1948
3.
Equal Remuneration Act, 1976
4.
Shop & Establishment Act
5.
The Minimum Wages Act, 1948.
6.
Maternity benefit Act, 1961.
7.
Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve
Bank) Regulations, 2007.
I have also examined compliance with the applicable clauses of the following:
(i)
Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii)
The Listing Agreements entered into by the Company with Bombay Stock Exchange Limited.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. mentioned above.
In respect of other laws specifically applicable to the company, I have relied on information / records produced
by the company during the course of my Audit and the reporting is limited to that extent.
I further report that the Board of Directors of the Company is duly constituted with proper balance of Independent
Directors and with One Women Director on the Board. The changes in the composition of the Board of Directors
that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda
were sent in advance and a system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting membersÊ views are captured and recorded as part of
the minutes.
21
I further report that there are adequate systems and processes in the company commensurate with the size
and operations of the company to monitor and ensure compliance with applicable Laws, Rules, Regulations
and Guidelines.
I further report that during the audit period there were no instances of:
(i)
Public/ Right/ preferential issue of shares/debentures/ sweat equity.
(ii)
Redemption / buy back of securities.
(iii) Major decisions taken by the members in pursuance to Section 180 of the Companies Act, 2013.
(iv) Merger/ amalgamation/ reconstruction, etc.
(v)
Foreign technical collaborations.
Place : Chennai
Date : 29/05/2015
Name : G.Porselvam
C P No : 3187
22
Annexure - 2
REPORT ON CORPORATE GOVERNANCE
(As required under Clause 49 of the Listing Agreement with the Stock Exchanges)
A.
MANDATORY REQUIREMENTS
1.
COMPANYÊS PHILOSOPHY ON CORPORATE GOVERNANCE:
2.
The CompanyÊs focus on Corporate Governance is to attain highest level of transparency and
accountability.
The Company sincerely believes that all its operations should serve towards its main object of
attaining optimum level of financial stability thereby enhancing the shareholdersÊ value, over a
sustained period of time.
BOARD OF DIRECTORS
a)
Composition and Category of Directors :
The Board consisting of four Non-Executive Directors, functions as a full Board and through
Committees. The Board of Directors and its Committees meet at regular intervals. Policy formulation,
setting up of goals and evaluation of performance and control functions vest with the Board, while
the Committees oversee operational issues.
The Board has the following Committees :
1 Audit Committee.
3 Stakeholders Relationship Committee.
5 Committee of Independent Directors
2 Share Transfer Committee.
4 Nomination and Remuneration Committee.
All the Directors on the Board other than Independent Directors are liable to retire by rotation.
The Composition of the Board and Committees are in compliance with Clause 49 of the Listing
Agreement. All the Independent Directors qualify the conditions for being independent directors
as prescribed under Companies Act, 2013 and Clause 49 of the Listing Agreement. No Director is
related to any other Director.
The Board has framed Code for Independent Directors as required under the Companies Act,
2013 at their meeting held on 7th August 2014. The Company has familiarisation programme for
Independent Directors with regard to roles, rights, responsibilities in the company, nature of industry
in which the Company operates, the business models of the company etc.
23
b)
The relevant details relating to Board of Directors are given below :
Name of the Director
Position
Category
Directorship /Membership
in other Companies as on
31.03.2015
Committees**
Board*
Chairmanship
Membership
Mr.N.R.KRISHNAN
CHAIRMAN
Independent
Non-Executive
7
2
2
MS.RUPA GURUNATH #
DIRECTOR
Promoter
Non-Executive
8
NIL
1
MR.V.M.MOHAN #
DIRECTOR
Promoter
Non-Executive
5
NIL
NIL
MR.V.MANICKAM #
DIRECTOR
6
NIL
1
Independent
Non-Executive
DIRECTOR
Promoter
Non-Executive
NA
NA
NA
Mr.T.S.RAGHUPATHY $
DIRECTOR
Promoter
Non-Executive
NA
NA
NA
Mr.N.SRINIVASAN [F&R] $$
DIRECTOR
Independent
Non-Executive
NA
NA
NA
Mr.N.SRINIVASAN
$
* Excludes Private Limited Companies and Alternate Directorship.
** Only Audit Committee and Stakeholders Relationship Committee are considered for the purpose.
#
Appointed as Director of the Board with effect from 11.02.2015
$
Resigned as Director of the Board with effect from 30.03.2015.
$$
Resigned as Director of the Board with effect from 01.10.2014.
c)
Board Meetings:
During the financial year 2014-2015, four Board Meetings were held on 26th May 2014, 7th August
2014, 12th November 2014 and 11th February 2015. The details of attendance of Directors in Board
Meetings and last Annual General Meeting are as follows:
No. of Board Meetings
Attended
Attendance at Last Annual
General Meeting
Mr. N.SRINIVASAN
4
Yes
Mr. N.SRINIVASAN [F&R]
2
Yes
Mr. T.S.RAGHUPATHY
4
Yes
Mr N.R.KRISHNAN
4
Yes
Name of the Director
24
3.
AUDIT COMMITTEE:
a)
Composition and Meetings :
Four Audit Committee Meetings were held during the financial year on 26th May 2014, 7th August
2014, 12th November 2014 and 11th February 2015. The composition of the Audit Committee and
the number of meetings attended during the financial year 2014 2015 are given below:
Name of the Audit
Committee Member
Position
No. of Meetings Attended
Mr. N.R.KRISHNAN
CHAIRMAN
4
Mr. N.SRINIVASAN
MEMBER
4
Mr. T.S.RAGHUPATHY
MEMBER
4
Mr. N.SRINIVASAN (F&R) *
MEMBER
2
*ceased to be a member w.e.f. 01.10.2014 consequent to his resignation.
The Company Secretary is also Secretary to the Audit Committee.
b)
4.
The terms of Reference of Audit Committee:
The role and terms of reference of the Audit Committee cover the areas mentioned under Clause 49
of the Listing Agreement and Section 177 of the Companies Act, 2013, besides other terms as may
be referred to by the Board of Directors from time to time.
NOMINATION AND REMUNERATION COMMITTEE:
Pursuant to Section 178 of the Companies Act, 2013 and clause 49 of the Listing Agreement the existing
Remuneration Committee was reconstituted as Nomination and Remuneration Committee on 26.05.2014.
The chairman of the Nomination and Remuneration Committee is an Independent Director.
The role of Nomination and Remuneration Committee is to identify persons who are qualified to become
directors and who may be appointed in senior management in accordance with the criteria laid down and
recommend to the Board their appointment and removal and shall evaluate the performance of every
director. It shall formulate the criteria for determining qualifications, positive attributes and independence
of a director and recommend to the Board a policy relating to the remuneration for the directors, key
managerial personnel and other employees. It shall also carry out such other functions as may be required
under the Companies Act, 2013 and Clause 49 of the Listing Agreement.
a)
Composition & Meetings :
Three Nomination and Remuneration Committee Meetings were held during the financial year on
7th August 2014, 12th November 2014 and 11th February 2015. The composition of the Nomination
and Remuneration Committee and the number of meetings attended during the financial year 20142015 are given below:
25
Sl.No. Name of the Member
Position
No. of Meetings Attended
1
Mr. N.R.KRISHNAN
CHAIRMAN
3
2
Mr. N. SRINIVASAN
MEMBER
3
3
Mr. N. SRINIVASAN (F&R) *
MEMBER
1
*ceased to be a member w.e.f 01.10.2014 consequent to his resignation.
b)
Remuneration to Directors :
Sitting fees paid to non-executive Directors and equity shares held by them as on 31st March 2015
are as follows :
Sitting Fees paid `
No. of Equity Shares
Mr. N.SRINIVASAN
16000
21750
Mr. N.SRINIVASAN [F&R]
8000
Mr. T.S.RAGHUPATHY
16000
400
Mr. N.R.KRISHNAN
16000
Ms. RUPA GURUNATH *
Mr. V.M.MOHAN *
100
Mr. V.MANICKAM *
Name of the Director
*Appointed w.e.f 11.02.2015
There are no stock options available/issued to any Director of the Company.
There has been no pecuniary relationship or transactions between the Company and Non-Executive
Directors during the year 2014-2015.
There are no convertible instruments issued to any of the Non-Executive Directors of the Company
during the year 2014-2015.
Sitting fees for attending Board/Committee Meetings is paid to non-executive Directors. No
remuneration other than sitting fees is paid to Non-Executive Directors.
5.
Independent directors:
During the financial year 2014 15, Independent directors met once on 06.03.2015, inter alia, to:
a.
Appraise the performance of Non Independent Directors and the Board as a whole;
b.
Appraise the performance of the chairman of the company taking into account the views of the non
executive directors; and
c.
Assess the quality, quantity content and timelines of flow of information between the management of the
Company and the Board that is necessary for the Board to effectively and reasonably perform their duties.
26
The composition of Committee of Independent Directors and number of meeting attended during the
financial year 2014 2015 are given below:
Sl.No. Name of the Member
6
1
Mr. N.R.KRISHNAN
2
Mr. V.MANICKAM
Position
No. of Meetings Attended
CHAIRMAN
1
MEMBER
1
SHARE TRANSFER COMMITTEE:
a)
Composition and Meetings:
All shares received for physical transfers and transmissions were registered in favour of transferees/
claimants and certificates despatched within reasonable time from the date of receipt, provided the
documents received were in order.
During the year 2014-2015, 1200 Equity Shares were transferred and Transmissions involving
3700 shares were effected in physical mode in favour of transferees/claimants and relative share
certificates were despatched within reasonable time from the date of receipt.
During the financial year 2014-2015, the Committee met 9 times on 04.04.2014, 09.05.2014,
05.06.2014, 15.07.2014, 26.09.2014, 12.11.2014, 26.12.2014, 11.02.2015 and 13.03.2015. The
composition and attendance at the meeting are given below :
Name of the Member
Position
No. of Meetings Attended
CHAIRMAN
9
Mr.N.SRINIVASAN (F&R)
MEMBER
5
Ms.RUPA GURUNATH
MEMBER
2
Mr.V.M.MOHAN
MEMBER
2
Mr.N.SRINIVASAN
b)
STAKEHOLDERS RELATIONSHIP COMMITTEE:
Pursuant to Section 178 of the Companies Act, 2013 the ShareholdersÊ / InvestorsÊ Grievance
Committee was reconstituted as Stakeholders Relationship Committee on 26.05.2014 to resolve
the grievances of security holders of the company.
During the financial year 2014-2015, the Stakeholders Relationship Committee met on 7th August,
2014 to review the InvestorsÊ grievances. The composition and attendance at the Committee meeting
is given below:
Name of the Member
Position
No. of Meetings Attended
Mr.N.SRINIVASAN
CHAIRMAN
1
Mr.N.R.KRISHNAN
MEMBER
1
Mr. T.S.RAGHUPATHY **
MEMBER
1
** Appointed as Member with effect from 26.05.2014
27
During the year 2014-2015, no investor complaints were received from shareholders. There was no
outstanding complaint either at the beginning or at the end of the financial year 2014-2015.
Smt. E. Jayashree, Company Secretary is the Compliance Officer.
6
ANNUAL GENERAL MEETINGS :
a) Location, time, date and venue of the last three Annual General Meetings [AGMs] are furnished
below :
b)
7
Year
Type
Location
Date
Time
Special
Resolutions
passed in the
AGM by the
Shareholders
2012
AGM
Sathguru Gnanananda Hall of
Narada Gana Sabha,
314, T.T.K.Road, Alwarpet,
Chennai 600 018.
13/08/2012
3.00 P.M.
No
2013
AGM
Sathguru Gnanananda Hall of
Narada Gana Sabha,
314, T.T.K.Road, Alwarpet,
Chennai 600 018.
14/08/2013
3.00 P.M.
No
2014
AGM
Sathguru Gnanananda Hall of
Narada Gana Sabha,
314, T.T.K.Road, Alwarpet,
Chennai 600 018.
26/09/2014
2.00 P.M.
Yes
Postal Ballot :
No item of business relating to matters specified under Clause 49 of the Listing Agreement with
the Stock Exchanges and/or the provisions contained in Section 110 of the Companies Act, 2013,
requiring voting by postal ballot is included in the Notice convening the 29th Annual General Meeting
of the Company.
DISCLOSURES :
a)
There are no significant related party transactions during the year of material nature with the
CompanyÊs Promoters, Directors or the Management or their Subsidiaries or relatives etc., which
may have potential conflict with the interest of the Company at large. Related party transactions are
disclosed in Notes to the Annual Accounts forming part of this annual report.
In accordance with Clause 49(VIII) (A) (2) of the Listing Agreement, the Company has formulated a
Policy on Related Party TransactionsÊ and the same is available on the website of the Company.
b)
As per Clause 49(IX) of the Listing Agreement, Mr.K.Suresh, President of the Company, designated
as Chief Executive officer (CEO) and also heading the finance function and discharging that function
28
in his capacity as „Chief Financial Officer‰ (CFO), has certified to the Board on his review of Financial
Statements and Cash Flow Statements for the year ended 31st March 2015 in the form prescribed
by Clause 49 of the Listing Agreement which is annexed.
c)
There are no instances of non-compliance by the Company on any matters related to the capital markets,
nor have any penalties/strictures been imposed on the Company by the Stock Exchanges or SEBI or any
other statutory authority on any matter relating to capital markets during the last three years.
d)
The Company in compliance with Section 177(9) of the Companies Act, 2013 read with Rules
framed thereunder and revised clause 49(II) (F) of the Listing Agreement, has established a vigil
mechanism for directors and employees to report genuine concerns. The mechanism provides for
adequate safeguards against victimisation of persons who use such mechanism and make provision
for direct access to the chairman of the Audit Committee in appropriate or exceptional cases.
e)
The Company has complied with all Mandatory requirements of the Clause 49 of the listing agreement.
Details of information on re-appointment of directors:
A brief resume, nature of expertise in specific functional areas, number of equity shares held in the
Company by the Director or for other person on a beneficial basis, names of companies in which
the person already holds directorship, membership of committees of the Board and relationship with
other directors, forms part of the Notice convening the 29th Annual General Meeting.
f)
ICCL Code of Conduct for prevention of Insider Trading :
The Company has adopted and implemented an ICCL Code of Conduct for Prevention of Insider
Trading based on SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended. The code
prohibits purchase/sale of securities of the Company by ÂinsiderÊ including Directors, Designated
employees etc., while in possession of unpublished price sensitive information.
g)
ICCL Code of Conduct for Directors and Senior Management :
The Company has framed and implemented ICCL Code of Conduct for its Directors and Senior
Management. The code of conduct has also been posted on the CompanyÊs website „www.iccaps.
com‰. Affirmation on compliance of Code of Conduct for the financial year 2014-2015 has been
received from all the Directors and Senior Management personnel of the Company. The Company
has also framed and implemented ICCL Code of Conduct for its Independent Directors.
h)
Transfer to Investor Education and Protection Fund:
The company has transferred a sum of ` 0.03 Lakh during the financial year to Investor Education
and Protection Fund established by the Central Government. The said amount represents interest
on fixed deposits which remained unclaimed with the Company for a period of 7 years from their
respective due dates of payment.
i)
Unclaimed Shares :
The Company does not have any share(s) remaining unclaimed, issued pursuant to public/ other issues.
j)
Subsidiary Company :
In accordance with Clause 49V(D) of the Listing Agreement the Company has formulated a policy for
determining Âmaterial subsidiary and the same is available on the companyÊs website. The Company
has a Âmaterial non-listed Indian Subsidiary as defined in Clause 49(v) of the Listing Agreement.
29
8
MEANS OF COMMUNICATION :
a)
The quarterly results are published in the proforma prescribed by the Stock Exchanges, in one of the
English and regional language newspapers. As the Company publishes the audited annual results
within the stipulated period of sixty days from the close of the financial year as required by the Listing
Agreement with Stock Exchanges, the unaudited results for the last quarter of the financial year are
not published.
b)
The annual financial results of the Company are also communicated in the prescribed pro-forma to
Stock Exchanges and also published in the newspapers.
c)
The financial results are displayed on the CompanyÊs web site www.iccaps.com
GENERAL INFORMATION FOR SHAREHOLDERS :
i
29th Annual General Meeting:
- Date and Time
:
23rd September 2015 at 3.00 P.M.
- Venue
:
Sathguru Gnanananda Hall, Narada Gana
Sabha, No.314, T.T.K.Road, Alwarpet,
Chennai 600 018.
-Results for the quarter ending June 30, 2015.
:
14th August, 2015.
-Results for the quarter ending September 30, 2015.
:
14th November, 2015
-Results for the quarter ending December 31, 2015
:
14th February, 2016
-Results for quarter ending March 31, 2016 (audited)
:
30th May, 2016
iii.
Book Closure Date
:
16.09.2015 to 23.09.2015 (both days
inclusive).
iv.
Dividend Payment Date
:
Not Applicable
v.
Listing on Stock Exchanges :
ii.
Financial Calendar (tentative):
a
vi.
The CompanyÊs Equity Shares are listed on the following Stock Exchanges:
i)
BSE Limited,1st Floor, New Trading Ring, Rotunda Building, Phiroze Jeejeebhoy Towers, Dalal
Street, Fort, Mumbai 400 001.[Scrip Code = 511355 Scrip ID : INDCEMCAP].
ii)
Ahmedabad Stock Exchange Limited - Kamadhenu Complex, Ist Floor, Opp.Sahajanand
College, Panjarapole, Ahmedabad 380 015. [Scrip Code = 05120 Code : INDIACEMEN].
b
CompanyÊs equity shares are traded in T Group in BSE Limited.
c
The Company has paid the Listing Fee for the year 2015-2016 to BSE Limited where the CompanyÊs
shares are listed.
Demat ISIN Number in NSDL & CDSL
:
INE429D01017
30
vii. Market Price Data :
There was no trading of equity shares at Ahmedabad Stock Exchange Limited, Ahmedabad. However, a
few shares were traded in BSE Limited, Mumbai.
viii. Registrar and Transfer Agent [RTA]:
The Company has engaged the services of Cameo Corporate Services Limited (Cameo), Chennai, a
SEBI registered Registrar, as its Registrar and Transfer Agent [RTA] for both physical and electronic
segment and can be contacted by the investors/shareholders/depository participants at the following
address :
CAMEO CORPORATE SERVICES LIMITED
V Floor, „Subramanian Building‰,
No.1, Club House Road
Chennai 600 002
Phone
: 044 28460390 (5 lines)
Fax
: 044 28460129
E-Mail
: investor@cameoindia.com
Contact Person : Ms. K.Sreepriya
Designation
: Head Registry
ix.
Share Transfer and Dematerialisation of shares:
Shares lodged in physical form with the Company/RTA are processed and returned, duly transferred,
within reasonable time from the date of receipt, if the documents submitted are in order. In case of
shares in electronic form, the transfers are processed by NSDL/CDSL through the respective Depository
Participants.
x.
a)
Distribution of Shareholding as on 31st March 2015 :
No. of Shares
held
Upto 500
No. of
shareholders
% of
shareholders
No. of shares
held
11131
92.22
1736920
% of
Shareholding
8.00
501 to 1000
436
3.61
354422
1.63
1001 to 2000
204
1.69
310394
1.44
2001 to 3000
72
0.59
180555
0.83
3001 to 4000
25
0.21
91551
0.42
4001 to 5000
25
0.21
119147
0.55
5001 to 10000
49
0.41
351371
1.62
128
1.06
18561840
85.51
12070
100.00
21706200
100.00
10001 and above
TOTAL
31
b.
Pattern of Equity Shareholding as on 31st March, 2015 :
Category
code
Category of Shareholder
(I)
(II)
(A)
Number of
Shareholders
Total number
of shares
Number of
shares held in
dematerialised
form
(III)
(IV)
(V)
Total shareholding as a
percentage of total number
of shares
As a
As a
percentage percentage of
of(A+B)1
(A+B+C)
(VI)
(VII)
Shares Pledged or otherwise
encumbered
Number of
shares
As a
percentage
(VIII)
(IX)= (VIII)/
(IV)*100
Shareholding of Promoter and Promoter
Group2
1
Indian
(a) Individuals/ Hindu Undivided Family
0
0
0
0
0
0
(b) Central Government/ State Government(s)
0
0
0
0
0
0
0
0
(c) Bodies Corporate
5
16236840
16236840
74.8028
74.8028
0
0
(d) Financial Institutions/ Banks
0
0
0
0
0
0
0
(e-i) DIRECTORS & RELATIVES
1
21750
21750
0.1002
0.1002
0
0
(e-ii)
0
0
0
0
0
0
0
6
16258590
16258590
74.9030
74.9030
0
0
a Individuals (Non-Residents Individuals/
Foreign Individuals)
0
0
0
0
0
0
0
b Bodies Corporate
0
0
0
0
0
0
0
c Institutions
0
0
0
0
0
0
0
d Qualified Foreign Investor
0
0
0
0
0
0
0
e Any Others(Specify)
0
0
0
0
0
0
0
Sub Total(A)(2)
0
0
0
0
0
0
0
Total Shareholding of Promoter and
Promoter Group (A)= (A)(1)+(A)(2)
6
16258590
16258590
74.9030
74.9030
0
0
(a) Mutual Funds/ UTI
1
600
0
0.0028
0.0028
NA
NA
(b) Financial Institutions / Banks
0
0
0
0
0
NA
NA
(c) Central Government/ State Government(s)
0
0
0
0
0
NA
NA
(d) Venture Capital Funds
0
0
0
0
0
NA
NA
(e) Insurance Companies
0
0
0
0
0
NA
NA
(e) Any Others(Specify)
Sub Total(A)(1)
2
(B)
Foreign
Public shareholding
1
Institutions
(f) Foreign Institutional Investors
0
0
0
0
0
NA
NA
(g) Foreign Venture Capital Investors
0
0
0
0
0
NA
NA
(h) Qualified Foreign Investor
0
0
0
0
0
NA
NA
( i ) Any Other (specify)
0
0
0
0
0
NA
NA
1
600
0
0.0028
0.0028
NA
NA
Sub-Total (B)(1)
32
Category
code
Category of Shareholder
(I)
(II)
B2
Number of
Shareholders
Total number
of shares
Number of
shares held in
dematerialised
form
(III)
(IV)
(V)
Total shareholding as a
percentage of total number
of shares
As a
As a
percentage percentage of
of(A+B)1
(A+B+C)
(VI)
(VII)
Shares Pledged or otherwise
encumbered
Number of
shares
As a
percentage
(VIII)
(IX)= (VIII)/
(IV)*100
Non-institutions
(a) Bodies Corporate
79
157050
87750
0.7235
0.7235
NA
NA
I i. Individual shareholders holding nominal
share capital up to ` 1 lakh
11762
3030957
1385629
13.9636
13.9636
NA
NA
II ii. Individual shareholders holding nominal
share capital in excess of ` 1 lakh.
117
2203756
2203756
10.1526
10.1526
NA
NA
0
0
0
0
0
NA
NA
0
0
0
0
0
NA
NA
(b) Individuals
(c) Qualified Foreign Investor
(d) Any Other (specify)
(d-i) CLEARING MEMBERS
(d-ii) DIRECTORS & RELATIVES
4
500
0
0.0023
0.0023
NA
NA
(d-iii) NON-RESIDENT INDIANS
15
8329
8329
0.0383
0.0383
NA
NA
(d-iv) HINDU UNDIVIDED FAMILIES
(B)
(C)
86
46418
46418
0.2138
0.2138
NA
NA
Sub-Total (B)(2)
12063
5447010
3731882
25.0942
25.0942
NA
NA
Total Public Shareholding
(B)= (B)(1)+(B)(2)
12064
5447610
3731882
25.0970
25.0970
NA
NA
TOTAL (A)+(B)
12070
21706200
19990472
100
100
1 Promoter and Promoter Group
0
0
0
NA
NA
NA
NA
2 Public
0
0
0
NA
NA
NA
NA
0
NA
NA
100
100
NA
NA
Shares held by Custodians and against
which Depository Receipts have been
issued
Sub-Total (C )
GRAND TOTAL (A)+(B)+(C)
0
0
0
12070
21706200
19990472
33
xi.
Dematerialisation of Equity Shares :
As on 31st March, 2015, 92.06% of equity shares have been dematerialised.
During the year, 26 demat requests involving 5775 shares of NSDL and 9 demat requests for 1870 shares
of CDSL have been processed and dematerialised. 6 remat requests involving 208 shares of NSDL have
been processed and rematerialised.
xii
Outstanding GDRs/ADRs/Warrants or any other convertible Debenture, Conversion date and likely
impact on equity shares as on 31st March, 2015:
N.A
xiii. Address for Correspondence:
Registered Office :
Dhun Building, 827, Anna Salai, Chennai 600 002.
Email Id
secr@iccaps.com
website
www.iccaps.com
Corporate Identity Number (CIN)
L65191TN1985PLC012362
Investor complaints under Clause 47(f)
of the Listing Agreement
Contact person
Smt. E.Jayashree
Company Secretary
Email Id
secr@iccaps.com
34
CEO AND CFO CERTIFICATION
To:
The Board of Directors
India Cements Capital Limited
In compliance with Clause 41(9) of the Listing Agreement with the Stock Exchanges, I hereby certify that:
(a) I have reviewed financial statements and the cash flow statements for the year ended 31st March 2015 and
that to the best of my knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
(ii) these statements together present a true and fair view of the CompanyÊs affairs and are in compliance
with existing accounting standards, applicable laws and regulations; and
(b) there are, to the best of my knowledge and belief, no transactions entered into by the Company during the
year 2014-2015, which are fraudulent, illegal or violative of the CompanyÊs code of conduct.
(c ) I accept responsibility for establishing and maintaining internal controls for financial reporting and that I
have evaluated the effectiveness of the internal control systems of the Company pertaining to financial
reporting and I have disclosed to the auditors and the Audit Committee, deficiencies in the design or
operation of such internal controls, if any, of which I am aware and the steps I have taken or propose to
take to rectify theses deficiencies.
(d) I have indicated to the auditors and the Audit Committee that there are:
(i) No significant changes in the internal control over financial reporting during the year;
(ii) No significant changes in accounting policies during the year; and
(iii) No instances of significant fraud where the involvement of management or an employee having a
significant role in the CompanyÊs internal control system have been observed.
Place : Chennai
Date : 29th May, 2015.
K SURESH
PRESIDENT & CEO
35
AUDITORSÊ CERTIFICATE ON CORPORATE GOVERNANCE
The Members of
India Cements Capital Limited
We have examined the compliance of conditions of Corporate Governance by India Cements Capital Limited
[the Company] for the year ended 31st March 2015, as stipulated in Clause 49 of the Listing Agreements
entered into with the Stock Exchanges.
The Compliance of conditions of Corporate Governance is the responsibility of the management. Our
examinations was limited to procedures and implementation thereof, adopted by the Company for ensuring
compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on
the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that
the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned
Listing Agreement.
We state that no investor grievance is pending for a period exceeding one month against the Company, as per
records maintained by the shareholdersÊ/InvestorsÊ Grievance Committee.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the
efficiency or effectiveness with which the management has conducted the affairs of the Company.
For M/s.S. VISWANATHAN
Chartered Accountants
Regn. No. 004770S
Place : Chennai
Date : 29th May, 2015
CHELLA K SRINIVASAN
Partner
Membership No. 023305
CODE OF CONDUCT DECLARATION UNDER CLAUSE 49(II)(E)(2)
This is to certify that :
1. In pursuance of the provisions of Clause 49(II)(E)(2) of the Listing Agreement with Stock Exchanges, a
Code of Conduct for the Board Members and the Senior Management Personnel of the Company has been
approved by the Board in its meeting held on 28th November, 2005.
2. The said Code of Conduct has been uploaded on the website of the Company and has also been circulated
to the Board Members and the Senior Management Personnel of the Company.
3. All Board members and Senior Management Personnel have affirmed Compliance with the said Code of
Conduct, for the period ended 31st March, 2015.
For India Cements Capital Limited
Place : Chennai
Date : 29th May, 2015
K. SURESH
PRESIDENT
36
Annexure - 3
Form No. MGT-9
Extract of Annual Return
As on the Financial year ended on 31st March, 2015.
(Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1)
of the Companies (Management and Administration) Rules, 2014)
I.
Registration and other details :
CIN
L65191TN1985PLC012362
Registration Date
8th November, 1985
Name of the Company
India Cements Capital Limited
Category/Sub-Category of the Company
Company Limited By Shares-Indian-Non Government
Company.
Address of the Registered Office and
contact details
„Dhun Building‰, 827, Anna Salai,
Chennai 600002.
Email: secr@iccaps.com,
website: www.iccaps.com
Phone : 044- 28572600/Fax:28414583
Whether Listed Company
Yes
Name, Address and contact details of
Registrar and Transfer Agent, if any
Cameo Corporate Services Limited
V Floor, "Subramanian Building",
No.1, Club House Road
Chennai 600 002
Phone : 044 28460390 (5 lines)
Fax : 044 28460129
E-Mail : investor@cameoindia.com
Contact Person : Ms. K.Sreepriya
Designation : Head Registry
37
II.
Principal Business Activities of the Company :
The Company is primarily engaged in Buying and Selling of Foreign Currencies as Full Fledged Money
Changer holding License under Authorised Dealer Category-II issued by the Reserve Bank of India [RBI].
III.
IV.
i)
Particulars of Holding, Subsidiary and Associate Companies Sl.No.
Name of the Company
Address of the
Company
CIN
Holding /Subsidiary
/Associate
Company
% of shares
held
Applicable
Section
under
1
India Cements Investment
Services Limited
Dhun Building,
827, Anna Salai,
Chennai-600002.
U65993TN1994PLC028605
Subsidiary
100%
2(87)
2
ICIS Commodities Ltd
Dhun Building,
827, Anna Salai,
Chennai-600002.
U74992TN2007PLC062192
Subsidiary
100%
2(87)
3
Unique Receivable
Management Private Ltd
Dhun Building,
827, Anna Salai,
Chennai-600002.
U67200TN2002PTC048428
Associate
100%
2(6)
SHARE HOLDING PATTERN (Equity Share Capital Break-up as percentage of Total Equity) :
Category-wise share holding :
No.of shares held at the beginning of the year
Category of shareholders
Demat
Physical
No.of shares held at the end of the year
% of total
shares
Total
Demat
Physical
% change
during the
year
% of total
shares
Total
A. Promoters
(1) Indian
a) Individual/HUF
-
-
-
-
-
-
-
-
-
b) Central Govt.
-
-
-
-
-
-
-
-
-
c) State Govt (s)
-
-
-
-
-
-
-
-
-
d) Bodies Corp.
16236840
-
16236840
74.80
16236840
-
16236840
74.80
-
-
-
-
-
-
-
-
-
-
e) Banks/FI
f) Any Other
Directors & Relatives
21750
-
21750
0.10
21750
-
21750
0.10
-
16258590
-
16258590
74.90
16258590
-
16258590
74.90
-
a) NRIs-Individuals
-
-
-
-
-
-
-
-
-
b)Other - Individual
-
-
-
-
-
-
-
-
-
c) Bodies Corp.
-
-
-
-
-
-
-
-
-
d) Banks/FI
-
-
-
-
-
-
-
-
-
e) Any other
-
-
-
-
-
-
-
-
-
Sub-Total (A) (2)
-
-
-
-
-
-
-
-
-
16258590
-
16258590
74.90
16258590
-
16258590
74.90
-
Sub-Total (A) (1)
(2) Foreign
Total shareholding of Promoter
(A)=(A)(1)+A(2)
38
No.of shares held at the beginning of the year
Category of shareholders
Demat
Physical
No.of shares held at the end of the year
% of total
shares
Total
Demat
Physical
% change
during the
year
% of total
shares
Total
B. Public Shareholding
1. Institutions
a) Mutual Funds
-
600
600
-
-
600
600
-
-
b) Banks/FI
-
-
-
-
-
-
-
-
-
c) Central Govt
-
-
-
-
-
-
-
-
-
d) State Govt(s)
-
-
-
-
-
-
-
-
-
e) Venture Capital Funds
-
-
-
-
-
-
-
-
-
f) Insurance Companies
-
-
-
-
-
-
-
-
-
g)FIIs
-
-
-
-
-
-
-
-
-
h)Foreign Venture Capital Funds
-
-
-
-
-
-
-
-
-
Others - Specify
-
-
-
-
-
-
-
-
-
Sub Total B(1)
-
600
600
-
-
600
600
-
-
45906
69300
115206
0.53
87750
69300
157050
0.72
+ 0.19
-
-
-
-
-
-
-
-
-
i. Individual shareholders holding
nominal share capital upto `1 lakh.
1257349
1652765
2910114
13.41
1385629
1645328
3030957
13.96
+ 0.55
ii.Individual shareholders holding
nominal share capital in excess
of `1 lakh
2357089
-
2357089
10.86
2203756
-
2203756
10.15
- 0.71
2. Non-Institutions
a) Bodies Corporate
i. Indian
ii. Overseas
b) Individuals
c) Others -Specify
Clearing Members
-
-
-
-
-
-
-
-
-
Directors & Relatives
-
500
500
-
-
500
500
-
-
Non-Resident Indians
4129
-
4129
0.02
8329
-
8329
0.04
+ 0.02
59972
-
59972
0.28
46418
-
46418
0.21
- 0.07
Sub Total (B) (2)
3724445
1722565
5447010
25.09
3731882
1715128
5447010
25.09
-
Total Public Shareholding
B=B(1)+B(2)
3724445
1723165
5447610
25.10
3731882
1715728
5447610
25.10
-
-
-
-
-
-
-
-
-
-
HUF
C. Shares held by Custodians for
ADRs & GDRs
Grand Total (A+B+C)
19983035
1723165
21706200
100
39
19990472
1715728
21706200
100
-
(ii) Shareholding of Promoters :
Sl.
No.
ShareholdersÊ Name
Shareholding at the beginning of the year
No.of Shares
% of total
shares of the
Company
Shareholding at the end of the year
% of pledged/
encumbered
to total shares
No.of shares
% of change
in share
% of pledged/
encumbered holding during
the year
to total shares
% of total
shares of the
Company
1
ICL Securities Limited
5200000
23.96
-
5200000
23.96
-
-
2
ICL Financial Services
Limited
5200000
23.96
-
5200000
23.96
-
-
3
Trishul Investments Private
Limited
4631830
21.34
-
4631830
21.34
-
-
4
Sowdambika Finance and
Investments Private Limited
602505
2.77
-
602505
2.77
-
-
5
Sivasunder Finance and
Investments Private Limited
602505
2.77
-
602505
2.77
-
-
6
Mr. N.Srinivasan
TOTAL
21750
0.10
-
21750
0.10
-
-
16258590
74.90
-
16258590
74.90
-
-
(iii) Change in PromotersÊ Shareholding (Please specify, if there is no change)
Sl.
No.
Shareholding at the beginning of the year and end of the year
1.
Cumulative shareholding during the year
No. of shares
% of total shares of the Company
No. of shares
% of total shares of the Company
16258590
74.90
16258590
74.90
There is no change in PromotersÊ shareholding during the financial year 2014-2015.
(iv) Shareholding Pattern of top ten shareholders (other than Directors, Promoters and Holders of
GDRs and ADRs) :
Sl.
No.
1
Shareholding at
the beginning of
the year
Name of the holder
SUBHASHCHANDRA B PAL
At the Beginning of the year
No.of
shares
% of total
shares
of the
Company
61034
0.28
At the end of the year
2
BAPU N V
At the Beginning of the year
0.16
PL SUBRAMANIAN
At the Beginning of the year
4
ANIL PULIYELIL KURIAN
At the Beginning of the year
31610
0.15
30490
0.14
At the end of the year
At the end of the year
40
Increase/
decrease in
shareholding
Reason
No.of
shares
% of total
shares
of the
Company
19.09.2014
1100
Transfer
62134
0.29
30.09.2014
1000
Transfer
63134
0.29
03.10.2014
500
Transfer
63634
0.29
17.10.2014
1000
Transfer
64634
0.30
64634
0.30
35350
0.16
31.03.2015
35350
At the end of the year
3
Date
Cumulative
shareholding during
the year
35350
0.16
31610
0.15
31360
0.14
30490
0.14
30490
0.14
Sl.
No.
5
Shareholding at
the beginning of
the year
Name of the holder
BALAKRISHNAN G
At the Beginning of the year
No.of
shares
% of total
shares
of the
Company
30490
0.14
Date
Increase/
decrease in
shareholding
Cumulative
shareholding during
the year
Reason
At the end of the year
6
KRISHNASWAMY T S
At the Beginning of the year
30490
0.14
At the end of the year
7
LALATENDU MISHRA
At the Beginning of the year
30490
0.14
At the end of the year
8
ANGEL FINCAP PRIVATE
LIMITED
At the Beginning of the year
0
0
At the end of the year
9
NAJMA LAWRANCE
At the Beginning of the year
0
0
At the end of the year
10
VIJAYABEN B PARIKH
At the Beginning of the year
01.04.2014
Transfer
At the end of the year
0.11
30490
0.14
30490
0.14
30490
0.14
30490
0.14
30490
0.14
30490
0.14
0
0
38898
0.18
38898
11.07.2014
-2594
Transfer
36304
0.17
08.08.2014
-210
Transfer
36094
0.17
31.03.2015
36094
0.17
01.04.2014
0
0.00
06.06.2014
5300
Transfer
5300
0.02
13.06.2014
9033
Transfer
14333
0.07
21.11.2014
7766
Transfer
22099
0.10
28.11.2014
9495
Transfer
31594
0.15
02.01.2015
10901
Transfer
42495
0.20
42495
0.20
19.12.2014
10444
Transfer
34404
0.16
20.02.2014
1500
Transfer
35904
0.17
27.02.2014
951
Transfer
31.03.2014
41
% of total
shares
of the
Company
20.06.2014
31.03.2015
23960
No.of
shares
36855
0.17
36855
0.17
(v) Shareholding of Directors and Key Managerial Personnel :
Sl.
No.
1
Shareholding at the
beginning of the year
Name of the holder
(Director / KMP )
N.Srinivasan ***
At the Beginning of the year
No.of
shares
% of total
shares of the
Company
21750
0.10
At the end of the year
2
N.Srinivasan (F&R) *
At the Beginning of the year
N R Krishnan
4
T.S.Raghupathy ***
At the Beginning of the year
100
0.00
Nil
0
400
0.00
Rupa Gurunath **
At the Beginning of the year
V Manickam **
At the Beginning of the year
Nil
0
V M Mohan **
At the Beginning of the year
8
K Suresh, CEO
At the Beginning of the year
Nil
0
100
0.00
16710
0.08
At the end of the year
E.Jayashree, Company At the Beginning of the year
Secretary
At the end of the year
01.04.2014
01.04.2014
01.04.2014
100
0.00
% of total
shares of the
Company
21750
0.10
21750
0.10
100
0.00
0.00
-
Nil
0.00
Nil
0.00
-
400
0.00
400
0.00
Nil
0
Nil
0
Nil
0
-
31.03.2015
At the end of the year
9
01.04.2014
No.of
shares
100
31.03.2015
At the end of the year
7
-
31.03.2015
At the end of the year
6
-
31.03.2015
At the end of the year
5
Reason
31.03.2015
At the end of the year
At the Beginning of the year
01.04.2015
Increase/
decrease in
shareholding
31.03.2015
At the end of the year
3
Date
Cumulative
shareholding during
the year
Nil
0
100
0.00
31.03.2015
100
0.00
01.04.2014
16710
0.08
31.03.2015
16710
0.08
01.04.2014
100
0.00
31.03.2015
100
0.00
01.04.2014
-
* Resigned w.e.f. 01.10.2014, ** Appointed as Director w.e.f. 11.02.2015 and *** Resigned as Director w.e.f. 30.03.2015.
V.
INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured Loans
excluding deposits
Unsecured Loans
(` In lakhs)
Deposits
Total indebtedness
Indebtedness at the beginning of the financial year
(i) Principal Amount
-
-
-
-
(ii) Interest due but not paid
-
-
-
-
(iii) Interest accrued but not due
-
-
-
-
Total (i+ii+iii )
Change in Indebtedness during the financial year
Addition
-
-
-
-
Reduction
-
-
-
-
Net Change
-
-
-
Indebtedness at the end of the financial year
-
-
-
(i) Principal Amount
-
-
-
-
(ii) Interest due but not paid
-
-
-
-
(iii) Interest accrued but not due
-
-
-
-
Total (i+ii+iii )
-
-
-
-
42
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A.
Remuneration to Managing Director, whole-time Directors and/or Managers
Sl.No. Particulars of Remuneration
1
(` in Lakhs)
Name of MD / Whole-time Director / Manager
Total Amount
Gross Salary
-
-
-
-
-
a)
Salary as per provision contained in Section 17(1) of
the Income Tax Act, 1961
-
-
-
-
-
b)
Value of perquisites u/s 17(2) Income Tax 1961
-
-
-
-
-
c)
Profits in lieu of Salary under Section 17(3) Income
Tax Act, 1961
-
-
-
-
-
2
Stock Option
-
-
-
-
-
3
Sweat Equity
-
-
-
-
-
4
Commission
- as % of profit
-
-
-
-
-
- Others, specify
-
-
-
-
-
Others, Please specify
-
-
-
-
-
5
B.
TOTAL (A)
-
-
-
-
-
Ceiling as per the Act
-
-
-
-
-
Remuneration to other Directors
(` in Lakhs)
Name of Directors
Sl.No.
1.
Particulars of Remuneration
T.S.
Raghupathy *
N.R.
Krishnan #
Rupa
Gurunath #
V.M.Mohan #
V.Manickam #
-
0.08
-
0.16
-
-
-
Total
Amount
Independent Directors
* Fee for attending Board/Committee
Meetings
2.
N.Srinivasan *
N.Srinivasan
(F&R)**
0.24
* Commission
-
-
-
-
-
-
-
-
* Others please specify
-
-
-
-
-
-
-
-
(Total (1)
-
0.08
-
0.16
-
-
-
0.24
0.16
-
0.16
-
-
-
-
0.32
Other Non-Executive Directors
* Fee for attending Board/Committee
Meetings
* Commission
-
-
-
-
-
-
-
-
* Others please specify
-
-
-
-
-
-
-
-
Total (2)
0.16
-
0.16
-
-
-
-
-
Total B = 1+ 2
0.16
0.08
0.16
0.16
-
-
-
0.56
Total Managerial Remuneration
Over all ceiling as per the Act
*resigned as director w.e.f 30.03.2015, ** resigned as director w.e.f 01.10.2014, # appointed as director w.e.f 11.02.2015.
C.
Remuneration to Key Managerial Personnel other than MD/Manager/WTD
No remuneration is paid to any of the Directors of the Company. Only sitting fees are paid for attending
the meetings. No remuneration is paid to Key Managerial Personnel by the Company.
VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES
There were no penalties/punishments/compounding of offences against the Company, Directors and
other Officers in Default during the year ended 31st March, 2015
43
Annexure - 4
Disclosure pursuant to Section 197 of the Companies Act, 2013 Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
(i) & (ii) The ratio of the remuneration of each director
to the median and mean remuneration
of the employees of the company for the
financial year and the percentage increase
in remuneration of each director, Chief
Financial Officer, Chief Executive Officer,
Company Secretary or Manager, if any, in
the financial year:
No remuneration other than sitting fees paid to
Directors.
iii) The percentage increase in the median
remuneration of employees in the financial year
10.97%
iv) The number of permanent employees on the rolls
of Company
98 Nos.
v) The explanation on the relationship between
average increase in remuneration and company
performance.
Average increase in salary of employees other than
managerial personnel is 10.97%.
vi) Comparison of the remuneration of the Key
Managerial Personnel against the performance
of the Company.
No remuneration is paid to Key Managerial Personnel
and hence not applicable.
vii) Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the
current financial year and previous financial year and percentage increase over decrease in the market
quotations of the shares of the company in comparison to the rate at which the company came out with
the last public offer in case of listed companies and in case of unlisted companies, the variations in the net
worth of the company as at the close of the current financial year and previous financial year :
31.03.2015
31.03.2014
% of increase
or (decrease)
21706200
21706200
Nil
Market Share Price at the end of the year (`) (BSE)
3.95
4.02
-1.77
Market capitalisation (` In Crores)
8.57
8.73
(1.83%)
Price earning ratio
32.92
36.55
-11.03
2680.24
2662.19
+0.67
Particulars
Number of shares at the end of the year
Net Worth (` In lakhs)
44
viii) Average percentile increase already made
in the salaries of employees other than the
managerial personnel in the last financial year
and its comparison with the percentile increase
in the managerial remuneration and justification
thereof and point out if there are any exceptional
circumstances for increase in the managerial
remuneration.
10.97%
ix) Comparison of the each remuneration of the Key
Managerial Personnel against the performance
of the company.
No remuneration is paid to Key Managerial Personnel
and hence not applicable.
x) The key parameters for any variable component
of remuneration availed by the directors.
No remuneration other than sitting fee is paid to
Directors.
xi) The ratio of the remuneration of the highest paid
director to that of the employees who are not
directors but receive remuneration in excess of
the highest paid director during the year; and
Nil
xii) Affirmation that the remuneration is as per the
remuneration policy of the company.
YES
45
Annexure - 5
Form No. AOC-2
(Pursuant to Clause (h) of sub-section (3) of Section 134 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the Company with related
parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms
length transactions under third proviso thereto.
1
Details of contracts or arrangements or transactions not at armÊs length basis
(a) Name(s) of the related party and nature of
relationship.
(b) Nature of contracts/arrangements /transactions.
(c) Duration of the contracts /arrangements/transactions.
(d) Salient terms of the contracts or arrangements or
transactions including the value, if any.
(e) Justification for entering into such contracts or
arrangements or transactions.
(f)
All transactions entered into by the
Company during the year with related
parties were on an armÊs length basis
Date(s) of approval by the Board.
(g) Amount paid as advances, if any.
(h) Date on which the special resolution was passed in
general meeting as required under first proviso to
Section 188.
2
Details of material contracts or arrangement or transactions at armÊs length basis.
(a) Name(s) of the related party and nature of relationship.
(b) Nature of contracts/arrangements /transactions.
(c) Duration of contracts/arrangements /transactions.
(d) Salient terms of the contracts or arrangements or
transactions including the value, if any.
The Transactions entered into by the
Company during the year with related
parties on an armÊs length basis were
not material in nature.
(e) Date(s) of approval by the Board, if any
(f)
Amount paid as advances, if any
For and on behalf of the Board
Place : Chennai
Date : 29.05.2015
N.R.KRISHNAN
Chairman
46
47
1
Sl.No
Nature of
relationship
Unique Receivable Management Associate
Private Limited
Name of the Body corporate
Repayment of
Bank loans
Purpose
of loan/
acquisition/
guarantee/
security
9%
Rate of
Interest
3949.80
Amount of
loan/security/
guarantee
(` in lakhs)
12.74%
% to Free
Reserves
Repayment of
Bank loans
Purpose
for which
the loan/
guarantee
utilised by the
receipient
DETAILS OF LOANS, INVESTMENT AND GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013 FOR THE FINANCIAL YEAR
2014-2015.
Annexure - 6
INDEPENDENT AUDITORSÊ REPORT
TO THE MEMBERS OF INDIA CEMENTS CAPITAL LIMITED
Report on the Financial Statements
We have audited the accompanying financial statements of India Cements Capital Limited (Âthe companyÊ),
which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and the Cash Flow
Statement for the year then ended, and a summary of significant accounting policies and other explanatory
information.
ManagementÊs Responsibility for the Financial Statements.
The CompanyÊs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies
Act, 2013 („the Act‰) with respect to the preparation and presentation of these financial statements that
give a true and fair view of the financial position, financial performance and cash flows of the Company in
accordance with the accounting principles generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This
responsibility also includes 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 frauds and other
irregularities; selection and application of appropriate accounting policies; making judgements and estimates
that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error.
AuditorsÊ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. While conducting
the audit, we have taken into account, the provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the provisions of the Act and the Rules
made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10) of the
Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditorÊs judgment, including the assessment of
the risks of material misstatement of the financial statements, whether due to fraud or error. In making those
risk assessments, the auditor considers internal financial control relevant to the CompanyÊs preparation of the
financial statements that give a true and fair view in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an
adequate internal financial controls system over financial reporting and operating effectiveness of such control.
An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the CompanyÊs Directors, as well as evaluating the overall presentation
of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion on the financial statements.
48
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the financial
statements give the information required by the Act in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India:
a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015.
b) in the case of Statement of Profit and Loss, of the PROFIT for the year ended on that date; and
c) in the case of Cash Flow Statement, of the cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (AuditorÊs Report) Order, 2015 (Âthe OrderÊ) issued by the Central Government
of India in terms of sub-section (11) section 143 of the Companies Act, 2013, we give in the Annexure a
statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by section 143(3) of the Companies Act, 2013, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposes of our audit;
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books;
c) The Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this
Report are in agreement with the books of account;
d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply
with the Accounting Standards specified under the Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014;
e) On the basis of written representations received from the directors as on March 31, 2015, and taken on
record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being
appointed as a director in terms of sub-section (2) of Section 164 of the Companies Act, 2013.
For M/s. S. VISWANATHAN
Chartered Accountants
Regn.No.004770S
New No.17, Bishop Wallers Avenue (West)
C.I.T. Colony, Mylapore, Chennai - 600 004.
CHELLA K SRINIVASAN
Partner
Membership No. 023305
Date: 29th May, 2015
49
ANNEXURE TO THE INDEPENDENT AUDITORSÊ REPORT
The Annexure referred to in our Independent AuditorsÊ Report to the members of the Company on the
financial statements for the year ended 31st March 2015, we report that:
(i)
(a) The Company has maintained proper records showing full particulars including quantitative details
and situation of its fixed assets.
(b) The Company has a regular program of physical verification of its fixed assets by which fixed assets are
verified in a phased manner at reasonable intervals by the management. According to the information
and explanations given to us, no material discrepancies where observed by the management on such
verification. In our opinion, this periodicity of physical verification is reasonable having regard to the
size of the Company and the nature of its assets.
(ii)
The Company is a service company. Thus, paragraph 3(ii) of the Order is not applicable.
(iii) According to the information and explanations given to us and on the basis of our examination of the
books of account, the Company has granted loans unsecured to a body corporate covered in the register
maintained under section 189 of the Companies Act, 2013.
(a) In the case of the loans granted to the body corporate listed in the register maintained under section
189 of the Act. The terms of arrangements do not stipulate any payment of interest and the loans are
repayable on demand and hence there is no repayment schedule. Accordingly, paragraph 3(iii)(a) of
the Order is not applicable to the Company in respect of repayment of the principal amount.
(b) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the
body corporate listed in the register maintained under Section 189 of the Act.
(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal
control system, commensurate with the size of the Company and the nature of its business with regard to
purchase of fixed assets and the sale of services. The activities of the Company do not involve purchase
of inventory and the sale of goods. We have not observed any major weakness in the internal control
system during the course of the audit.
(v)
The Company has not accepted any deposits from the public.
(vi) The Central Government has not prescribed maintenance of cost records under Section 148 (1) of the
Companies Act, 2013 for any of the services rendered by the Company.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of
the records of the Company, amount deducted or accrued in the books of account in respect of
undisputed statutory dues including Provident Fund, Income-Tax, Sales Tax, duty of customs, Wealth
Tax, Service Tax, Value Added Tax, Cess and other material statutory dues have been regularly
deposited during the year by the Company with the appropriate authorities. As explained to us,
the Company did not have any dues on account of EmployeesÊ State Insurance and duty of excise.
According to the information and explanations given to us, no undisputed amounts payable in respect
of Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Value Added Tax, Cess and other
material statutory dues were in arrears as at 31st March, 2015 for a period of more than six months
from the date they became payable.
50
(b) According to the information and explanations given to us, there are no material dues of Income
Tax, Sales Tax, Wealth Tax, Service Tax, Value Added Tax, duty of customs and cess which have not
been deposited with the appropriate authorities on account of any dispute. However, according to
information and explanations given to us, the following dues of Income Tax and Service Tax have not
been deposited by the Company on account of disputes:
Name of
Statute
Nature of the
dues
Forum where disputes
are pending
Period to
which the
amount relates
Amount
` in lakhs
Finance Act,
1994
Service Tax
Commissioner of Customs,
Excise and Service Tax,
Appellate Tribunal, Chennai
2003-2004 to
2007-2008
3.47
Income Tax
Act,1961
Income Tax
Commissioner of Income Tax
(Appeals)
AY 2004-2005
23.94
(c) Since, there is no amount required to be transferred to investor education and protection fund, this
sub clause is not applicable.
(viii) The accumulated losses at the end of the financial year are not more than fifty percent of the net worth.
The Company has not incurred cash losses in the financial year and also in the immediately preceding
financial year.
(ix) The Company did not have any outstanding dues to Financial Institutions, Banks or Debenture Holders
during the year.
(x)
According to the information and explanations given to us the Company has not given any guarantee for
loans taken by others from banks or financial institutions, therefore this clause is not applicable.
(xi) The Company did not have any term loans outstanding during the year.
(xii) According to the information and explanations given to us, no material fraud on or by the Company has
been noticed or reported during the course of our audit.
For M/s. S. VISWANATHAN
Chartered Accountants
Regn.No.004770S
New No.17, Bishop Wallers Avenue (West)
C.I.T. Colony, Mylapore, Chennai - 600 004.
CHELLA K SRINIVASAN
Partner
Membership No. 023305
Date: 29th May, 2015
51
BALANCE SHEET AS AT 31st MARCH 2015
Note As at 31st March 2015
I
(` in Â000)
As at 31st March 2014
EQUITY AND LIABILITIES
(1) ShareholdersÊ funds
(a) Share Capital
(b) Reserves and surplus
1
2
21,70,62
5,09,62
26,80,24
21,70,62
4,91,57
26,62,19
(2) Non-Current Liabilities
(a) Long-term borrowings
3
39,48,83
39,48,83
38,19,52
38,19,52
(3) Current Liabilities
4
5,51,80
TOTAL
II ASSETS
(1) Non-Current Assets
(a) Fixed assets
(i) Tangible assets
(b) Non-current investments
(c) Deffered Tax Assets
(d) Long-term loans and advances
7
52,81
5,36,73
4,49
53,12,42
(2) Current Assets
(a) Trade receivables
(b) Cash and Cash equivalents
(c) Short-term loans and advances
(d) Other current assets
8
9
10
11
3,20,79
6,86,98
6,75
2,59,90
5
6
TOTAL
4,30,23
5,51,80
4,30,23
71,80,87
69,11,94
59,06,45
76,86
5,36,73
0
51,44,21
57,57,80
12,74,42
2,90,67
5,64,30
9,55
2,89,62
11,54,14
71,80,87
69,11,94
Significant Accounting Policies and Notes form part of this Balance Sheet
As per our report of even date annexed
for M/s S.VISWANATHAN
Chartered Accountants
Regn. No. 004770S
K SURESH
President
CHELLA K. SRINIVASAN
Partner
Membership No. 023305
Chennai
29th May, 2015.
N R KRISHNAN
Chairman
V M MOHAN
Director
E JAYASHREE
Company Secretary
52
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2015
Note
For the year ended
31st March 2015
(` in Â000)
For the year ended
31st March 2014
INCOME
Revenue from Operations
12
4,04,11
4,17,45
Other Income
13
8,32
4,72
4,12,43
4,22,17
Total Revenue
EXPENDITURE
Employee benefit expenses
14
2,09,99
2,07,77
Finance costs
15
2,08
10,13
Depreciation
5
22,26
14,56
Other Expenses
16
1,40,59
1,61,44
3,74,92
3,93,90
37,51
28,27
Current Tax
11,59
6,38
Prior years
0
(1,78)
11,59
4,60
25,92
23,67
0.12
0.11
Total Expenses
Profit before Tax
Tax expense :
Profit for the year
Basic & Diluted Earning Per Share (Face Value `10/-)
Significant Accounting Policies and
Notes form part of this Statement of Profit & Loss
As per our report of even date annexed
for M/s S.VISWANATHAN
Chartered Accountants
Regn. No. 004770S
K SURESH
President
CHELLA K. SRINIVASAN
Partner
Membership No. 023305
Chennai
29th May, 2015.
N R KRISHNAN
Chairman
V M MOHAN
Director
E JAYASHREE
Company Secretary
53
CASH FLOW STATEMENT
For the year ended
31st March 2015
(` in Lakhs)
For the year ended
31st March 2014
37.51
28.27
Adjustment for Non Cash / Other Activity Items:
Add:
Interest & Finance Charges
Depreciation
Loss on Sale of Asset
Less:
Interest & Dividend Income
2.08
22.26
(0.12)
10.13
14.56
1.43
(8.32)
(4.73)
Operating Profit before Working Capital Changes
53.41
49.66
A CASH FLOW FROM OPERATING ACTIVITIES
Net Profit / ( Loss ) for the year before Tax
Adjustments for Working Capital Changes:
(Increase) / Decrease in Current Assets:
a) Long-Term Loans and Advances
b) Trade Receivables
c) Short-Term Loans and Advances
d) Other Current Assets
(168.21)
(30.12)
2.81
19.52
Increase / (Decrease) in Current Liabilities:
a) Long-Term Borrowings
b) Other Current Liabilities
129.31
121.57
(176.00)
(18.67)
(40.71)
(1.91)
(10.82)
(72.11)
250.88
(1.93)
(34.89)
(36.82)
Cash Generated From Operations
Income Tax Paid
128.29
(5.88)
(59.27)
(11.14)
NET CASH FLOW FROM OPERATING ACTIVITIES
122.41
(70.41)
54
For the year ended
31st March 2015
B CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets
Sale of Fixed Assets
Dividend & Interest Received
NET CASH FLOW FROM INVESTING ACTIVITIES
(6.65)
0.68
8.32
(` in Lakhs)
For the year ended
31st March 2014
(3.65)
0.28
4.73
2.35
C CASH FLOW FROM FINANCING ACTIVITIES
Interest & Finance Charges
(2.08)
NET CASH FLOW FROM FINANCING ACTIVITIES
A+B+C Net Increase / (Decrease) in Cash and
Cash Equivalents
1.36
(10.13)
(2.08)
(10.13)
122.68
(79.18)
Cash and cash equivalents at the beginning of the year
564.30
643.48
Cash and cash equivalents at the close of the year
686.98
564.30
Net Increase / (Decrease) in Cash and Cash
Equivalents
122.68
As per our report of even date annexed
for M/s S.VISWANATHAN
Chartered Accountants
Regn. No. 004770S
K SURESH
President
CHELLA K. SRINIVASAN
Partner
Membership No. 023305
Chennai
29th May, 2015.
(79.18)
N R KRISHNAN
Chairman
V M MOHAN
Director
E JAYASHREE
Company Secretary
55
I.
SIGNIFICANT ACCOUNTING POLICIES
A. The Company complies with the directions of the Reserve Bank of India for Non deposit taking NonBanking Financial Companies and the applicable Accounting Standards.
B. Income from Hire Purchase is accounted on accrual and due basis, as per the Hire Purchase
Agreements under Internal Rate of Return Method.
C. In accordance with Accounting Standard on Income Recognition (AS-9), Additional Finance Charges
and Compensation Charges for delayed repayment of Lease, Hire Purchase and Loan installments and
income from forex advisory are accounted as and when received as they are contingent on realisation.
D. Depreciation
Depreciation of Fixed Assets is charged over the useful life of the fixed assets on a straight-line basis
at the rates and in the manner prescribed in Schedule II of the Companies Act 2013. In respect of
assets which have no remaining useful life, the carrying cost less residual value as on 31st March 14
has been absorbed against retained earnings.
E. Valuation of Fixed Assets
Fixed Assets are disclosed at historical cost, less accumulated depreciation.
F.
Retirement Benefits
a) Defined contribution plans
The Company makes Provident Fund and Superannuation Fund contributions to defined
contribution retirement benefit plans for qualifying employee. Under the schemes, the Company
is required to contribute a specified percentage of the payroll costs to fund the benefits. The
Provident Fund scheme additionally requires the Company to guarantee payment of interest at
rates notified by the Central Government from time to time, for which shortfall has been provided
for as at the Balance Sheet date.
b) Defined benefit plans
The Company makes annual contributions to the EmployeesÊ Group Gratuity-cum-Life Assurance
Scheme of the Life Insurance Corporation of India, a funded defined benefit plan for qualifying
employee. The scheme provides for lump sum payment to vested employees at retirement, death
while in employment or on termination of employment.
Leave encashment is recognised as short term employee benefits and is expected to be utilised
within twelve months after the end of the year and is recognised as liability and provided for.
G. Investments
Long term investments in subsidiaries are strategic investments and are recorded at Cost and
temporary diminution, if any, in the market value of investments is therefore not considered.
H. Deferred Taxation
Deferred Tax assets and liabilities are recognised for the future tax consequences of timing differences
between carrying value of the asset and liabilities and their respective tax bases using enacted
or substantially enacted tax rates. Deferred Tax Assets, subject to consideration of prudence are
recognised and carried forward only to the extent they can be realised.
56
II.
Notes on Accounts:
A. The Company is Non Banking & non deposit taking company and currently operates on Fee based
activities.
B. The Financial statements have been drawn on in accordance with Schedule III of Companies Act
2013 (as amended) and figures of the previous year have been regrouped/reclassified to conform to
those of the Current Year.
C. The Company recognised ` 7.76 lakhs (Previous Year ` 8.38 lakhs) for provident fund contributions
and `. 4.06 lakhs (Previous Year ` 4.04 lakhs) for superannuation contributions in the statement of
profit and loss.
D. The Company has a Deferred Tax Asset of `. 79.28 lakhs, as at 31st March, 2015 (Previous Year
` 72.37 lakhs). In view of uncertainty, this amount has not been reconginsed in the accounts of the
year.
E. The company does not owe any amount to Small Scale Industries.
F.
On the basis of information available with the company there are no dues to Micro, Small and Medium
Enterprises as on 31st March 2015.
G. Unhedged Foreign Currency/Card/TC exposure as on 31-03-2015 is ` 115.89 lakhs (Previous Year
` 5.97 lakhs).
H. Other Expenses include :
2014-2015
`
10000
42500
Tax Audit
Certification Fees
I.
2013-2014
`
10000
42500
Contingent Liabilities:
a) The Income Tax demand of ` 25.79 cr. relating to the Financial Year 2005-06, raised in December
2011 has been nullified by the Commissioner of Income Tax (Appeals) in his order dated
25/05/2012, however the Department has gone on appeal before the ITAT. The disputed income
tax demand of ` 24 lakhs for relating to the accounting year 2003-04 is under appeal before CIT
(Appeals).
b) The disputed Service Tax Demand from the years 2003-04 to 2007-08, of ` 3.47 lakhs, are under
appeals before Commissioner of Customs, Excise and Service Tax, Appellate Tribunal, Chennai.
III. Segment Report
The Company is operating in one business segment of fee based activities.
IV. Key Management Personnel
Mr. K. Suresh President & CEO (without remuneration).
Mrs. E. Jayashree Company Secretary (without remuneration).
57
V.
Details of Related Party Disclosures
A. Names of the related parties and the nature of the relationship
i)
Subsidiary Companies:
India Cements Investment Services Limited
ICIS Commodities Limited
ii) Associate Companies:
The India Cements Limited
Coromandel Sugars Limited
ICL Securities Limited
ICL Financial Services Limited
Trishul Investments Pvt Limited
Coromandel Infotech India Limited
Coromandel Travels Limited
Unique Receivable Management Pvt Ltd
iii) Associate Firm:
Swastik Forex
B. Transactions with Subsidiaries and Associate Companies:
i) Subsidiary Companies
Sharing of Expenses
ii) Associate Companies
Rendering of Services
Loan
Sharing of Expenses / Funded
iii) Associate Firm
Sharing of Expenses
C. Balance of the Subsidiaries and Associate Companies:
i) Subsidiary Companies
India Cements Investment Services Ltd
ii) Associate Companies
The India Cements Limited
Coromandel Sugars Limited
ICL Securities Limited
ICL Financial Services Limited
Unique Receivable Management Pvt Ltd
iii) Associate Firm
Swastik Forex
58
31/03/2015
(13,47,612)
(in `)
31/03/2014
(30,89,523)
1,10,17,469
(1,29,30,829)
1,73,21,066
1,39,26,677
1,92,686
34,40,088
(2,98,754)
(1,85,669)
31/03/2015
(1,80,45,171)
31/03/2014
(1,66,97,559)
(18,31,78,219)
(6,94,05,000)
(7,11,50,000)
(7,11,50,000)
47,78,76,512
(16,70,29,397)
(7,26,22,993)
(7,11,50,000)
(7,11,50,000)
46,05,55,446
(10,10,410)
(7,11,656)
VI. Earnings Per Share
31st Mar 2015
31st Mar 2014
25.92
2,17,06,200
0.12
23.67
2,17,06,200
0.11
(i) Profit as per statement of Profit and Loss available for
Equity Shareholders (` in lakhs)
(ii) Number of Equity Shares for Earnings Per Share Computation
Basic & Diluted Earnings Per Share (`)
VII. Employee Benefits
Gratuity :
The employees are eligible for Gratuity benefits as per the Payment of Gratuity Act, 1972. The Gratuity
Scheme is governed by a Trust created for this purpose by the Company. The amount of Contribution to be
made is arrived at based on an Actuarial valuation done at the Balance Sheet date, as given below and is
accounted accordingly.
Opening Balance as per actuarial valuation
Add: Interest income during the year
Less : Settlements during the year
Sub total
Add : Provision created during the year
Closing Balance as per actuarial valuation
Assumptions:
Discount rate
Salary escalation rate
Average age
Average accrued service
As per our report of even date annexed
for M/s S.VISWANATHAN
Chartered Accountants
Regn. No. 004770S
K SURESH
President
CHELLA K. SRINIVASAN
Partner
Membership No. 023305
Chennai
29th May, 2015.
2014-15
` Lakhs
34.02
3.06
0.00
37.08
0.00
37.08
2013-14
` Lakhs
31.78
2.68
2.04
32.42
1.60
34.02
8.00% p.a.
6.00% p.a.
39.22 years
9.55 years
8.00%p.a.
7.00%p.a.
37.34 years
8.09 years
N R KRISHNAN
Chairman
V M MOHAN
Director
E JAYASHREE
Company Secretary
59
NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015
As at 31st March, 2015
(` in Â000)
No. of Par value Amount
Shares per share
As at 31st March, 2014
(` in Â000)
No. of Par value
Amount
Shares per share
1 Share Capital
(a) Authorised Share Capital :
(i) Equity Shares
(ii) Preference Shares
28000000
1400000
10 28,00,00 28000000
100 14,00,00
10 28,00,00
1400000
100 14,00,00
29400000
42,00,00 29400000
42,00,00
21708100
10 21,70,81 21708100
10 21,70,81
21708100
21,70,81 21708100
21,70,81
21706200
10 21,70,62 21706200
10 21,70,62
21706200
21,70,62 21706200
21,70,62
(b) Shares Issued :
Equity
(c) Shares Subscribed and Fully paid :
Equity
As at
31st March 2015
No. of Percentage
shares
As at
31st March 2014
No. of Percentage
shares
(d) Shareholder holding more than 5% shares
and their numbers
Equity :
1) ICL SECURITIES LIMITED
5200000
23.96%
5200000
23.96%
2) ICL FINANCIAL SERVICES LIMITED
5200000
23.96%
5200000
23.96%
3) TRISHUL INVESTMENTS PRIVATE LIMITED
4631830
21.34%
4631830
21.34%
There has been no change in the paid up Equity Capital during the year.
Each equity shareholder is entitled to one vote at the meetings and dividend when declared. The rights
of the shareholder is governed by the Articles of Association of the Company and the Companies
Act, 2013.
60
2 Reserves and Surplus
Securities Premium Reserve (Share Premium)
Statutory Reserve
Add: Transfer from Statement of Profit and Loss
Surplus in Statement of Profit & Loss
Opening Balance
Add : Profit for the year
As at 31st March 2015
(` in Â000)
As at 31st March 2014
9,05,17
9,05,17
3,73,49
5,18
Less : Transfer to Statutory Reserve
Less : Depreciation Charged to Retained Earning
Net Total
3 Long-Term Borrowings (unsecured)
Associates
4 Other Current Liabilities
Trade payables
Other Liabilities
61
3,78,67
3,68,76
4,73
3,73,49
(7,87,09)
25,92
(8,06,03)
23,67
(7,61,17)
5,18
7,87 (7,74,22)
(7,82,36)
4,73
0 (7,87,09)
5,09,62
4,91,57
39,48,83
38,19,52
39,48,83
38,19,52
2,57,30
2,94,50
1,33,18
2,97,05
5,51,80
4,30,23
62
5,00,23
4,99,35
Grand Total
Previous Year
24,87
2,55,92
Furniture &
Fittings
Vehicles
1,38,39
81,05
As at
31.03.2014
Office Equipments
Plant & Machinery
Tangible Assets
Particulars
5 Fixed Assets
3,65
6,65
0
4,69
1,96
0
Addition
2,77
3,11
1,36
1,75
0
0
Deduction
COST
5,00,23
5,03,77
23,51
2,58,86
1,40,35
81,05
As at
31.03.2015
4,09,87
4,23,37
20,90
1,83,46
1,37,96
81,05
As at
31.03.2014
14,56
22,26
4,28
11,94
6,04
0
For the
year
0
7,87
(7,28)
27,01
(11,86)
0
Charged
to retained
earinings
1,06
2,54
1,05
1,49
0
0
Deduction
DEPRECIATION
4,23,37
4,50,96
16,85
2,20,92
1,32,14
81,05
As at
31.03.2015
76,86
52,81
6,66
37,94
8,21
0
89,48
76,86
3,97
72,46
43
0
NET
NET
BLOCK
BLOCK
As at
As at
31.03.2015 31.03.2014
(` in Â000)
As at
31st March 2015
(` in Â000)
As at
31st March 2014
1,05
1,17
1,05
1,17
2,22
2,22
5,09,51
5,09,51
25,00
25,00
5,34,51
5,34,51
5,36,73
5,36,73
2,22
9,03
2,22
6,69
53,12,42
0
51,39,21
5,00
53,12,42
51,44,21
48,92
2,71,87
48,50
2,42,17
3,20,79
2,90,67
3,71,38
1,03,96
2,11,64
6,86,98
3,56,82
42,29
1,65,19
5,64,30
6 Non-current Investments
Quoted
a) 3000 Equity Shares of State Bank of India
b) 1440 Equity shares of IDBI
Unquoted
a) Equity Shares in Subsidiaries
4915100 Equity Shares of `10/- each of India Cements
Investment Services Limited
b) Equity Shares - Others
Coromandal Travels Pvt Ltd-250000 shares of `10/- each
Total
Quoted Investments
Cost
Market Value
7 Long-Term Loans and Advances
(Unsecured and considered good)
Associates
Others
8 Trade Receivables
(Unsecured and Considered good)
Over six months
Less than six months
9 Cash and Cash Equivalents
Balance with Banks :
Current Account
Deposit Account
Cash on Hand (including Foreign Currencies)
63
As at
31st March 2015
(` in Â000)
As at
31st March 2014
6,75
6,75
9,55
9,55
1,06,83
1,55
12,74
1,38,78
1,17,03
2,26
26,89
1,43,44
2,59,90
2,89,62
For the year ended
31st March 2015
( ` in Â000)
For the year ended
31st March 2014
3,82,47,12
3,79,39,46
4,23,08,70
4,19,80,65
3,07,66
96,45
4,04,11
3,28,05
89,40
4,17,45
8,12
20
8,32
4,48
24
4,72
1,73,34
1,73,98
11,32
25,33
2,09,99
13,09
20,70
2,07,77
10 Short-Term Loans and Advances
(Unsecured and Considered good)
Other Advances
11 Other Current Assets
Advance Tax including Tax Deducted at Source (net of provisions)
Prepaid Expenses
Interest Accrued but not due on deposits
Deposits
12 Gross Revenue from Operations
Less: Direct Cost
Operating Income
Other Operating Income
13 Other Income
Interest income
Dividend
14 Employees Benefit Expenses
Salaries Wages and Bonus
Contribution to Employees Provident Fund, Family Pension
Fund, ESI, Gratuity Fund & Superannuation Fund
Workmen & Staff Welfare
64
15 Finance costs
Interest others
16 Other Expenses
Advertisement
Audit Fees
Other Certification Fees
Directors Sitting Fees
Internal Audit Fees
Bank Charges
Electricity Charges
Insurance
Postage & Courier
Printing & Stationery
Professional & Legal Charges
Rates & Taxes
Rent
Service Charges
Subscription & Membership
Telephone & Telex
Travelling & Conveyance
Repairs & Maintenance
Vehicle Maintenance
Bad debts written off
Other expenses
65
For the year ended
31st March 2015
( ` in Â000)
For the year ended
31st March 2014
2,08
10,13
2,08
10,13
1,70
75
43
56
50
6,16
6,45
3,70
1,57
4,03
1,96
33
24,54
1,62
3,62
15,21
29,04
15,51
4,26
5,61
13,04
1,33
75
43
64
50
7,51
9,06
3,71
1,67
4,87
1,21
49
31,85
1,92
3,13
15,23
29,70
13,34
3,15
16,15
14,80
1,40,59
1,61,44
SCHEDULE TO THE BALANCE SHEET OF INDIA CEMENTS CAPITAL LTD
1
2
(as required in terms of paragraph 9BB of Non Banking Financial Companies Prudential Norms
(Reserve Bank ) Directions 1998).
(` in Lakhs)
Particulars
Amount
Amount
Outstanding
Overdue
Liabilities Side :
Loans and advances availed by the NBFCs inclusive of interest
accrued thereon but not Paid:
(a) Debentures : Secured
: Unsecured
(other than falling within the meaning of public deposits *)
(b) Deferred Credits
(c) Term Loans
(d) Inter Corporate loans and borrowing
(e) Commercial Paper
(f) Public Deposits*
0.00
0.00
(g) Other Loans (Bank Borrowings, Bills Rediscounted)
(MATURED
UNCLAIMED
* Please see note 1 below
DEPOSITS)
Break up of (1)(f) above ( outstanding public deposits inclusive of
interest accrued thereon but not paid):
(a) In the form of Unsecured debentures
(b) In the form of partly secured debentures i.e. debentures
where there is a shortfall in the value of security
(c) Other public deposits
0.00
* Please see Note 1 below
(MATURED
UNCLAIMED
DEPOSITS)
Assets Side:
3
4
Break-up of Loans and Advances including bills receivables
[other than those included in (4) below]:
(a) Secured
(b) Unsecured
Break up of Leased Assets and stock on hire and
hypothecation loans counting towards EL/ HP activities
(1) Lease assets including lease rentals under sundry debtors :
(a) Financial lease
(b) Operating lease
(2) Stock on Hire including Hire charges under sundry debtors :
(a) Assets on Hire
(b) Repossessed Assets
* Nett of Provisions
66
0.00
1105.70
Particulars
Amount
Outstanding
(` in Lakhs)
Amount
Overdue
(3) Hypothecation loans counting towards EL/ HP activities
(a) Loans where assets have been repossessed
(b) Loans other than (a) above
5
Break up of Investments :
Current Investments :
1. Quoted :
(i) Shares : (a) Equity
(b) Preference
(ii) Debentures and Bonds
(iii) Units of mutual funds
(iv) Government Securities
(v) Others ( Please Specify)
2.
Unquoted :
(i) Shares : (a) Equity
(b) Preference
(ii) Debentures and Bonds
(iii) Units of mutual funds
(iv) Government Securities
(v) Others ( Please Specify)
Long Term Investments :
3. Quoted :
(i) Shares : (a) Equity
(b) Preference
(ii) Debentures and Bonds
(iii) Units of mutual funds
(iv) Government Securities
(v) Others ( Please Specify)
4.
2.22
Unquoted :
(i) Shares : (a) Equity
(b) Preference
(ii) Debentures and Bonds
(iii) Units of mutual funds
(iv) Government Securities
(v) Others ( Please Specify)
534.51
67
6
Borrower group wise classification of all leased assets, stock on hire and loans and advances:
Please see Note 2 below
Category
Amount Net of Provisions
Secured
Unsecured
Total
1. Related Parties**
(a) Subsidiaries
(180.45)
(180.45)
(b) Companies in the same group
829.93
829.93
(c) Other related parties
(10.10)
(10.10)
2. Other than related parties
466.32
466.32
Total
1105.70
1105.70
7
Investor group-wise classification of all investments (current and
long term) in shares and securities (both quoted and unquoted ) :
Please see note 3 below
Category
Market Value /
Break up or
fair value or NAV
1. Related Parties **
(a) Subsidiaries (India Cements Investment Services Ltd).
489.78
(b) Companies in the same group
(c) Other related parties-Coromandal Travels Pvt. Ltd.
2. Other than related parties
9.03
Total
498.81
** As per Accounting Standard Of ICAI ( Please see Note 3)
8
Other Information
Particulars
i
Gross Non Performing Assets
(a) Related Parties
(b) Other than related Parties
ii Net Non Performing Assets
(a) Related Parties
(b) Other than related parties
iii Assets acquired in satisfaction of debt
Book Value
(Net of
Provisions)
509.51
25.00
2.22
536.73
Amount
0.00
0.00
0.00
0.00
Notes :
1. As defined in paragraph 2(1) (xii) of the Non-Banking Financial Companies Acceptance of Public Deposits
(Reserve Bank) Directions, 1998.
2. Provisioning norms shall be applicable as prescribed in the Non Banking Financial Companies Prudential
Norms (Reserve Bank) Directions, 1998.
3. All Accounting standards and Guidance Notes issued by ICAI are applicable including for valuation of
investments and other assets as also assets acquired in satisfaction of debt. However, market value in
respect of quoted investments and break up / fair value / NAV in respect of unquoted investments should
be disclosed irrespective of whether they are classified as long term or current in column (5) above.
68
FORM AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5
of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of
subsidiaries/associate companies/joint ventures
Part „A‰: Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in `)
Sl.
No.
Particulars
NAME
NAME
India Cements
Investment Services
Ltd
ICIS Commodities
Ltd
1.
Name of the subsidiary
2.
Reporting period for the subsidiary concerned,
if different from the holding companyÊs reporting
period
01/04/2014 to
31/03/2015
01/04/2014 to
31/03/2015
3.
Reporting currency and Exchange rate as on the
last date of the relevant Financial year in the case
of foreign subsidiaries
Indian National
Rupee
Indian National
Rupee
4.
Share capital
5.
Reserves & surplus
6.
4,91,51,000/-
5,00,000/-
(172709.00)
Nil
Total assets
69687503
1357814
7.
Total Liabilities
69687503
1357814
8.
Investments
499300
Nil
9.
Turnover
16257276
Nil
10.
Profit before taxation
2832174
Nil
11.
Provision for taxation
539671
Nil
12.
Profit after taxation
2292503
Nil
13.
Proposed Dividend
Nil
Nil
14.
% of shareholding
100%
100%
69
Part -B: Associates and Joint Ventures
Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and
Joint Ventures
No Joint Venture Company.
Name of Associates/Joint Venture
Unique Receivable
Management Pvt Ltd
Swastik Forex
(Associate Firm)
31/3/2015
31/3/2015
1. Latest Audited Balance Sheet date
2. Shares of Associates/Joint Ventures held
by the Company on the year end
5,00,000
N.A.
50000
N.A.
_
_
Number
Amount of investment in Associates/Joint
Ventures
Extend of holding %
3. Description of how there is significant
influence.
100%
Bodies Corporate holders
of holding Co. holds
shares.
4. Reason why the associate/joint venture is
not considered.
Holding Company's senior
executives are partner in
the firm.
_
_
5. Networth attributable to sharehodling as
per latest audited Balance Sheet
6. Profit/Loss for the year
i.
considered in consolidation
ii. Not considered in consolidation
1. Names of associates or joint ventures which are yet to commence operations
2. Name of associates or joint ventures which have been liquidated or sold during the year.
As per our report of even date annexed
for M/s S.VISWANATHAN
Chartered Accountants
Regn. No. 004770S
K SURESH
President
CHELLA K. SRINIVASAN
Partner
Membership No. 023305
Chennai
29th May, 2015.
N R KRISHNAN
Chairman
V M MOHAN
Director
E JAYASHREE
Company Secretary
70
INDEPENDENT AUDITORSÊ REPORT
TO THE MEMBERS OF INDIA CEMENTS CAPITAL LIMITED
Report on the Consolidated Financial Statements
We have audited the accompanying consolidated financial statements of INDIA CEMENTS CAPITAL LTD („the
Holding Company‰) and its subsidiary (the Holding Company and its subsidiary together referred to as „the
Group‰), comprising of the Consolidated Balance Sheet as at March 31, 2015, the Consolidated Statement
of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory information (herein after referred to as „the consolidated
financial statements‰)
ManagementÊs Responsibility for the Consolidated Financial Statements
The Holding CompanyÊs Board of Directors is responsible for the preparation of these Consolidated Financial
Statements, in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as „the Act‰)
that give a true and fair view of the consolidated financial position, consolidated financial performance and
consolidated cash flows of the Group, in accordance with accounting principles generally accepted in India,
including the Accounting Standards, specified under Section133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group is responsible
for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and the design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statements that give a true and fair view and are free from material
misstatements, whether due to fraud or error which have been used for the purpose of preparation of the
consolidated financial statements by the Directors of the Holding Company, as aforesaid.
AuditorsÊ Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing
standards and matters which are required to be included in the audit report under the provisions of the Act and
the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of
the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in
the consolidated financial statements. The procedures selected depend on the auditorÊs judgment, including
the assessment of the risks of material misstatement of the consolidated financial statements, whether due to
fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the
Holding CompanyÊs preparation of the consolidated financial statements that give a true and fair view in order
to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Holding Company has an adequate internal financial controls system over financial
reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by
the Holding CompanyÊs Board of Directors, as well as evaluating the overall presentation of the consolidated
financial statements.
71
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit
opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
consolidated financial statements give the information required by the Act in the manner so required and give
a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated
state of affairs of the Group as at March 31, 2015 and the consolidated profit and its consolidated cash flows
for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1) As required by the Companies (AuditorÊs Report) Order, 2015 („the Order‰) issued by the Central
Government of India in terms of sub-section (11) of Section 143 of the Act, based on the comments
in the AuditorsÊ Reports of the Holding Company, subsidiary company, incorporated in India, we give
in the annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent
applicable.
2)
As required by Section 143(3) of the Act, we report, to the extent applicable, that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposes of our audit of the aforesaid consolidated financial
statements.
(b) In our opinion proper books of account as required by law relating to preparation of the aforesaid
consolidated financial statements have been kept so far as it appears from our examination of those
books and the reports.
(c)
The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss and the Consolidated
Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account
maintained for the purpose of preparation of the consolidated financial statements.
(d) In our opinion the aforesaid consolidated financial statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,
2014.
(e) On the basis of the written representations received from the directors of the Holding Company
and its subsidiary company as on March 31st, 2015 taken on record by the Board of Directors,
incorporated in India, none of the directors of the GroupÊs companies, incorporated in India is
disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164(2) of
the Act.
For M/s. S. VISWANATHAN
Chartered Accountants
Regn.No.004770S
New No.17, Bishop Wallers Avenue (West)
C.I.T. Colony, Mylapore, Chennai - 600 004.
CHELLA K SRINIVASAN
Partner
Membership No. 023305
Date: 29th May, 2015
72
ANNEXURE TO THE INDEPENDENT AUDITORSÊ REPORT
As stated in Para 1 of „Report on Other Legal and Regulatory Requirements‰ in our AuditorsÊ Report of
even date, the following statement is based on the comments on the standalone financial statements
of the Holding Company, subsidiary company incorporated in India.
(i)
(a) The Holding Company, and its subsidiary company incorporated in India have maintained proper
records showing full particulars including quantitative details and situation of fixed assets.
(b) The Company has a regular program of physical verification of its fixed assets by which fixed assets are
verified in a phased manner at reasonable intervals by the management. According to the information
and explanations given to us, no material discrepancies where observed by the management on such
verification. In our opinion, this periodicity of physical verification is reasonable having regard to the
size of the Company and the nature of its assets.
(ii)
The Company is a service company. Thus, paragraph 3(ii) of the Order is not applicable.
(iii) According to the information and explanations given to us and on the basis of our examination of the
books of account, the Holding Company has granted loans unsecured to a body corporate covered in the
register maintained under Section 189 of the Companies Act, 2013.
(a) In the case of the loans granted to the body corporate listed in the register maintained under section
189 of the Act. The terms of arrangements do not stipulate any payment of interest, and the loans are
repayable on demand and hence there is no repayment schedule. Accordingly, paragraph 3(iii)(a) and
clause 3(iii) (b) of the Order is not applicable to the Company in respect of repayment of the principal
amount.
(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal
control system commensurate with the size of the Holding Company and the subsidiary company, the
nature of its business with regard to purchase of fixed assets and sale of services. The activities of the
Holding Company and its subsidiary company do not involve purchase of inventory and the sale of goods.
We have not observed any major weakness in the internal control system during the course of the audit.
(v)
The Holding Company and its subsidiary company has not accepted any deposits from the public and
hence this clause is not applicable to the company.
(vi) The Central Government has not prescribed maintenance of cost records under Section 148 (1) of
the Companies Act, 2013 for any of the services rendered by the Holding Company and its subsidiary
company.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of
the records of the Holding Company and its subsidiary company, amounts deducted/ accrued in the
books of account in respect of undisputed statutory dues including Provident Fund, Income Tax, Sales
Tax, Service Tax, duty of customs, Value Added Tax, Cess and other material statutory dues have
been regularly deposited during the year by the holding Company and its subsidiary company with
the appropriate authorities. As explained to us, the Holding and its subsidiary Company does not have
dues on account of EmployeesÊ State Insurance, Provident Fund, Income Tax, Sales Tax, Service Tax,
Value Added Tax, Cess and other material dues were in arrears as at 31st March, 2015 for a period
of more than six months from the date they became payable.
73
(b) According to the information and explanations given to us, there are no material dues of Income
Tax, Sales Tax, Wealth Tax, Service Tax, Value Added Tax, duty of customs and cess which have not
been deposited with the appropriate authorities on account of any dispute. However, according to
information and explanations given to us, the following dues of Income Tax and Service Tax have not
been deposited by the Holding Company on account of disputes:
Name of
Statute
Nature of the
dues
Forum where disputes
are pending
Period to
which the
amount relates
Amount
` in lakhs
Finance Act,
1994
Service Tax
Commissioner of Customs,
Excise and Service Tax,
Appellate Tribunal, Chennai
2003-2004 to
2007-2008
3.47
Income Tax
Act,1961
Income Tax
Commissioner of Income Tax
(Appeals)
AY 2004-2005
23.94
(c) Since, there is no amount required to be transferred to investor education and protection fund, this
sub clause is not applicable.
(viii) The accumulated losses at the end of the financial year are not more than fifty percent of the net worth.
The Holding and its subsidiary company has not incurred cash losses in the financial year. However the
subsidiary company has incurred cash loss in the immediately preceding financial year.
(ix) The Holding and its subsidiary Company did not have any outstanding dues to financial institutions, banks
or debenture holders during the year.
(x)
According to the information and explanations given to us the Holding and its subsidiary company has not
given any guarantee for loans taken by others from banks or financial institutions, therefore this clause is
not applicable.
(xi) The Holding and its subsidiary Company did not have any term loans outstanding during the year.
(xii) According to the information and explanations given to us, no material fraud on or by the Company has
been noticed or reported during the course of our audit.
For M/s.S. VISWANATHAN
Chartered Accountants
Regn.No.004770S
New No.17, Bishop Wallers Avenue (West)
C.I.T. Colony, Mylapore, Chennai - 600 004.
CHELLA K SRINIVASAN
Partner
Membership No. 023305
Date: 29th May, 2015
74
CONSOLIDATED BALANCE SHEET AS AT 31st MARCH, 2015
Note As at 31st March 2015
I
EQUITY AND LIABILITIES
(1) ShareholdersÊ funds
(a) Share Capital
(b) Reserves and surplus
(2) Non-Current Liabilities
(a) Long-term borrowings
(b) Deferred Tax liabilities (Net)
1
2
21,70,62
5,03,26
3
39,48,83
3,81
4
5,74,67
26,73,88
(` in Â000)
As at 31st March 2014
21,70,62
4,66,06
38,19,52
3,81
39,52,64
(3) Current Liabilities
TOTAL
II ASSETS
(1) Non-Current Assets
(a) Fixed assets
(i) Tangible assets
(ii) Intangible assets
(b) Non-current investments
(c) Deffered Tax Assets
(d) Long-term loans and advances
5
5
6
7
38,23,33
5,22,67
5,74,67
5,22,67
72,01,19
69,82,68
67,11
18,03
27,22
4,49
53,25,76
1,00,18
18,03
27,22
0
51,57,55
54,42,61
(2) Current Assets
(a) Trade receivables
(b) Cash and Cash equivalents
(c) Short-term loans and advances
(d) Other current assets
8
9
10
11
3,53,33
9,07,72
8,82
4,88,71
53,02,98
3,14,64
8,71,85
11,44
4,81,77
17,58,58
72,01,19
TOTAL
26,36,68
16,79,70
69,82,68
Significant Accounting Policies and Notes form part of this Balance Sheet
As per our report of even date annexed
for M/s S.VISWANATHAN
Chartered Accountants
Regn. No. 004770S
K SURESH
President
CHELLA K. SRINIVASAN
Partner
Membership No. 023305
Chennai
29th May, 2015.
N R KRISHNAN
Chairman
V M MOHAN
Director
E JAYASHREE
Company Secretary
75
CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2015
Note
For the year ended
31st March 2015
(` in Â000)
For the year ended
31st March 2014
INCOME
Revenue from Operations
12
5,53,78
5,39,78
Other Income
13
21,23
17,04
5,75,01
5,56,82
Total Revenue
EXPENDITURE
Employee benefit expenses
14
2,71,60
2,73,79
Finance costs
15
3,06
11,06
Depreciation
5
30,63
19,55
Other Expenses
16
2,03,89
2,29,78
5,09,18
5,34,18
65,83
22,64
Current Tax
16,98
6,38
Prior Years
0
(1,78)
16,98
4,60
48,85
18,04
0.22
0.08
Total Expenses
Profit before Tax
Tax expenses :
Profit for the year
Basic & Diluted Earning Per Share (Face Value ` 10/-)
Significant Accounting Policies and Notes form part of this Statement of Profit & Loss
As per our report of even date annexed
for M/s S.VISWANATHAN
Chartered Accountants
Regn. No. 004770S
K SURESH
President
CHELLA K. SRINIVASAN
Partner
Membership No. 023305
Chennai
29th May, 2015.
N R KRISHNAN
Chairman
V M MOHAN
Director
E JAYASHREE
Company Secretary
76
CONSOLIDATED CASHFLOW STATEMENT
A CASH FLOW FROM OPERATING ACTIVITIES
Net Profit / ( Loss ) for the year before Tax
Adjustment for Non Cash / Other Activity Items:
Add:
Interest & Finance Charges
Depreciation
Loss on Sale of Asset
Less:
Interest & Dividend Income
Operating Profit before Working Capital Changes
Adjustments for Working Capital Changes:
(Increase) / Decrease in Current Assets:
a) Long-Term Loans and Advances
b) Trade Receivables
c) Short-Term Loans and Advances
d) Other Current Assets
Increase / (Decrease) in Current Liabilities:
a) Long-Term Borrowings
b) Other Current Liabilities
Cash Generated From Operations
Income Tax Paid
NET CASH FLOW FROM OPERATING ACTIVITIES
For the year ended
31st March 2015
For the year ended
31st March 2014
65.83
22.64
3.06
30.62
(0.27)
11.06
19.55
0.59
(20.47)
78.77
(15.89)
37.95
(168.21)
(38.69)
2.54
(22.12)
129.31
52.01
B CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets
Sale of Fixed Assets
Dividend & Interest Received
NET CASH FLOW FROM INVESTING ACTIVITIES
(` in Lakhs)
(226.48)
181.32
33.61
(6.29)
27.32
(9.69)
0.83
20.47
(18.66)
(35.84)
(1.03)
6.45
(1.93)
16.52
As per our report of even date annexed
for M/s S.VISWANATHAN
Chartered Accountants
Regn. No. 004770S
CHELLA K. SRINIVASAN
Partner
Membership No. 023305
Chennai
29th May, 2015.
K SURESH
President
14.59
3.46
(12.39)
(8.93)
(3.80)
2.26
15.89
11.61
C CASH FLOW FROM FINANCING ACTIVITIES
Interest & Finance Charges
(3.06)
NET CASH FLOW FROM FINANCING ACTIVITIES
A+B+C Net Increase / (Decrease) in Cash and Cash Equivalents
Cash and cash equivalents at the beginning of the year
871.85
Cash and cash equivalents at the close of the year
907.72
Net Increase / (Decrease) in Cash and Cash Equivalents
(49.08)
14.35
(11.06)
(3.06)
35.87
(11.06)
(5.64)
877.49
871.85
35.87
(5.64)
N R KRISHNAN
Chairman
V M MOHAN
Director
E JAYASHREE
Company Secretary
77
I.
SIGNIFICANT ACCOUNTING POLICIES ON CONSOLIDATED ACCOUNTS
A. The holding company follows the directions prescribed by the Reserve Bank of India for Non deposit
taking Non-Banking Financial Companies. The applicable Accounting Standards have been followed
by the holding company and its subsidiary.
B. Income from Hire Purchase is accounted on accrual and due basis, as per the Hire Purchase
Agreements under Internal Rate of Return Method.
C. Depreciation
Depreciation of Fixed Assets is charged over the useful life of the fixed assets on a straight-line basis
at the rates and in the manner prescribed in Schedule II of the Companies Act 2013. In respect of
assets which have no remaining useful life, the carrying cost less residual value as on 31st March 14
has been absorbed against retained earnings.
D. In accordance with Accounting Standard on Income Recognition (AS-9), Additional Finance Charges
and Compensation Charges for delayed repayment of lease, hire purchase and loan installments and
income from forex advisory are accounted as and when received as they are contingent on realisation.
E. Valuation of Fixed Assets
Fixed Assets are disclosed at historical cost, less accumulated depreciation.
F.
Retirement Benefits
a) Defined contribution plans
The Company makes Provident Fund and Superannuation Fund contributions to defined contribution
retirement benefit plans for qualifying employee. Under the schemes, the Company is required to
contribute a specified percentage of the payroll costs to fund the benefits. The Provident Fund scheme
additionally requires the Company to guarantee payment of interest at rates notified by the Central
Government from time to time, for which shortfall has been provided for as at the Balance Sheet date.
b) Defined benefit plans
The Company makes annual contributions to the EmployeesÊ Group Gratuity-cum-Life Assurance
Scheme of the Life Insurance Corporation of India, a funded defined benefit plan for qualifying
employee. The scheme provides for lump sum payment to vested employees at retirement, death
while in employment or on termination of employment.
Leave encashment is recognised as short term employee benefits and is expected to be utilised
with in twelve months after the end of the year and is recognised as liability and provided for.
G. Investments
Long term strategic investments are recorded at Cost. Temporary diminution, in the market value of
investments is therefore not considered.
H. Deferred Taxation
In accordance with the Accounting Standard on Accounting of taxes on Income (AS 22), Deferred Tax
assets and liabilities are recognised for the future tax consequences of timing differences between
carrying value of the asset and liabilities and their respective tax bases using enacted or substantially
enacted tax rates. Deferred Tax Assets, subject to consideration of prudence are recognised and
carried forward only to the extent they can be realised.
78
II.
NOTES ON ACCOUNTS
A. The accounts of the following subsidiaries are consolidated.
S.No
NAME OF THE SUBSIDIARY
1
2
PERCENTAGE OF HOLDING BY
HOLDING COMPANY
INDIA CEMENTS INVESTMENT SERVICES LIMITED
100
ICIS COMMODITIES LIMITED
100
B. The Financial statements have been drawn on in accordance with Schedule III of Companies Act
2013 and figures of the previous year have been regrouped/reclassified to conform to those of the
Current Year.
C. Basis of Consolidation :
The Financials are consolidated on a line to line basis under the pooling of interest method as per the
Accounting Standard No 21.
D. The Company recognised `. 10.28 lakhs (Previous Year `.11.08 lakhs) for provident fund contributions
and ` 5.72 lakhs (Previous Year ` 5.70 lakhs) for superannuation contributions in the profit and loss
account.
E. Goodwill represents the excess of carrying cost of investment in the subsidiary over its face value
arising from consolidation procedure.
F.
Contingent Liabilities:
a) The Company has issued guarantee ` 85.00 lakhs (Previous Year ` 85.00 lakhs).
b) The Income Tax demand of ` 25.79 cr. relating to the Financial Year 2005-06, raised in December
2011 has been nullified by the Commissioner of Income Tax (Appeals) in his order dated 25/05/2012,
however the Department has gone on appeal before the ITAT. The disputed income tax demand of `
24 lakhs for relating to the accounting year 2003-04 is under appeal before CIT (Appeals).
c) The disputed Service Tax Demand from the years 2003-04 to 2007-08, of ` 3.47 lakhs, are under
appeals before Commissioner of Customs, Excise and Service Tax, Appellate Tribunal, Chennai.
G. Unhedged Foreign Currency /Card/ TC exposure as on 31-03-2015 is `.115.89 lakhs (Previous Year
` 5.97 lakhs).
III. Segment Report
The Company is operating in one business segment of fee based activities.
IV. Key Management Personnel
Mr. K Suresh President & CEO (without remuneration).
Mrs. E. Jayashree Company Secretary (without remuneration).
V.
Details of Related Party Disclosures
A. Names of the related parties and the nature of the relationship:
i) Associate Companies
The India Cements Limited
Coromandel Sugars Limited
79
ICL Securities Limited
ICL Financial Services Limited
Trishul Investments Pvt Limited
Coromandel Infotech India Limited
Coromandel Travels Limited
Unique Receivable Management Pvt Ltd
ii) Associate Firm
Swastik Forex
B. Transactions with Associate Companies:
i) Associate Companies
Rendering of Services
Loan
Sharing of Expenses / Funded
ii) Associate Firm
Sharing of Expenses
C. Balance of the Associate Companies:
i) Associate Companies
The India Cements Limited
Coromandel Sugars Limited
ICL Securities Limited
ICL Financial Services Limited
Unique Receivable Management Pvt Ltd
31/03/2015
1,10,17,469
(1,29,30,829)
1,73,21,066
(in `)
31/03/2014
1,39,26,677
1,92,686
34,40,088
(2,98,754)
(1,85,669)
31/03/2015
(18,31,78,219)
(6,94,05,000)
(7,11,50,000)
(7,11,50,000)
47,78,76,512
(in `)
31/03/2014
(16,70,29,397)
(7,26,22,993)
(7,11,50,000)
(7,11,50,000)
46,05,55,446
(10,10,410)
(7,11,656)
31st Mar 2015
31st Mar 2014
48.85
2,17,06,200
0.22
18.04
2,17,06,200
0.08
ii) Associate Firm
Swastik Forex
VI. Earnings Per Share
(i) Profit as per Statement of Profit and Loss available for
Equity Shareholders (` in lakhs)
(ii) Number of Equity Shares for Earnings Per Share Computation
Basic & Diluted Earnings Per Share (`)
As per our report of even date annexed
for M/s S.VISWANATHAN
Chartered Accountants
Regn. No. 004770S
K SURESH
President
CHELLA K. SRINIVASAN
Partner
Membership No. 023305
Chennai
29th May, 2015.
N R KRISHNAN
Chairman
V M MOHAN
Director
E JAYASHREE
Company Secretary
80
NOTES ON CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015
As at 31st March, 2015
(` in Â000)
No. of Par value Amount
Shares per share
As at 31st March, 2014
(` in Â000)
No. of Par value
Amount
Shares
per share
1 Share Capital
(a) Authorised Share Capital :
(i) Equity Shares
(ii) Preference Shares
28000000
1400000
10 28,00,00 28000000
100 14,00,00
10 28,00,00
1400000
100 14,00,00
29400000
42,00,00 29400000
42,00,00
21708100
10 21,70,81 21708100
10 21,70,81
21708100
21,70,81 21708100
21,70,81
21706200
10 21,70,62 21706200
10 21,70,62
21706200
21,70,62 21706200
21,70,62
(b) Shares Issued :
Equity
(c) Shares Subscribed and Fully paid :
Equity
As at
31st March 2015
No. of Percentage
shares
As at
31st March 2014
No. of Percentage
shares
(d) Shareholder holding more than 5% shares
and their numbers
Equity :
1) ICL SECURITIES LIMITED
5200000
23.96%
5200000
23.96%
2) ICL FINANCIAL SERVICES LIMITED
5200000
23.96%
5200000
23.96%
3) TRISHUL INVESTMENTS PRIVATE LIMITED
4631830
21.34%
4631830
21.34%
There has been no change in the paid up Equity Capital during the year.
Each equity shareholder is entitled to one vote at the meetings and dividend when declared. The rights of the
shareholder is governed by the Articles of Association of the Company and the Companies Act, 2013.
81
2 Reserves and Surplus
Securities Premium Reserve (Share Premium)
General Reserve
Statutory Reserve
Add: Transfer from Statement of Profit and Loss
Surplus in Statement of Profit & Loss
Opening Balance
Add : Profit for the year
As at 31st March 2015
(` in Â000)
As at 31st March 2014
9,05,17
10,70
9,05,17
10,70
3,73,49
5,18
3,78,67
(8,18,75)
48,85
(7,69,90)
Less : Transfer to Statutory Reserve
5,18
Less : Depreciation Charged to Retained Earning
11,56 (7,86,64)
Miscellaneous Expenditure (to the extent not written off)
(4,64)
Net Total
3 Long-Term Borrowings (unsecured)
Associates
4 Other Current Liabilities
Other payable :
Trade payables
Other Liabilities
82
3,68,76
4,73
3,73,49
(8,32,06)
18,04
(8,14,02)
4,73
0 (8,18,75)
(4,55)
5,03,26
4,66,06
39,48,83
38,19,52
39,48,83
38,19,52
4,35,95
1,38,72
3,79,51
1,43,16
5,74,67
5,22,67
83
2,80,18
Furniture & Fittings
7,51,83
Previous Year
49,96
Total
7,50,82
31,93
Computer software
Grand Total
18,03
7,00,86
Goodwill
Intangible Assets
Total
24,87
3,14,76
Office Equipments
Vehicles
81,05
As at
31.03.2014
Plant & Machinery
Tangible Assets
Particulars
5 Fixed Assets
3,80
9,69
0
0
0
9,69
0
4,69
5,00
0
Addition
4,81
3,11
0
0
0
3,11
1,36
1,75
0
0
Deduction
COST
7,50,82
7,57,40
49,96
31,93
18,03
7,07,44
23,51
2,83,12
3,19,76
81,05
As at
31.03.2015
6,15,04
6,32,61
31,93
31,93
0
6,00,68
20,91
1,92,78
3,05,94
81,05
As at
31.03.2014
19,55
30,63
0
0
0
30,63
4,28
17,09
9,26
0
For the
year
0
11,56
0
0
0
11,56
(7,28)
27,08
(8,24)
0
Charged
to retained
earinings
1,98
2,54
0
0
0
2,54
1,05
1,49
0
0
Deduction
DEPRECIATION
6,32,61
6,72,26
31,93
31,93
0
6,40,33
16,86
2,35,46
3,06,96
81,05
As at
31.03.2015
1,18,21
85,14
18,03
0
18,03
67,11
6,65
47,66
12,80
0
1,36,79
1,18,21
18,03
0
18,03
1,00,18
3,96
87,40
8,82
0
NET
NET
BLOCK
BLOCK
As at
As at
31.03.2015 31.03.2014
(` in Â000)
As at
31st March 2015
(` in Â000)
As at
31st March 2014
1,05
1,17
1,05
1,17
2,22
2,22
25,00
25,00
25,00
27,22
25,00
27,22
2,22
9,03
2,22
6,69
13,34
53,12,42
0
13,34
51,39,21
5,00
53,25,76
51,57,55
48,92
3,04,41
48,51
2,66,13
3,53,33
3,14,64
4,53,09
2,42,71
5,46,33
1,60,29
2,11,92
1,65,23
9,07,72
8,71,85
6 Non-current Investments
Quoted
a) 3000 Equity Shares of State Bank of India
b) 1440 Equity shares of IDBI
Unquoted
a) Equity Shares - Others
Coromandal Travels Pvt Ltd-250000 shares of ` 10/-each
Total
Quoted Investments
Cost
Market Value
7 Long-term loans and advances
(Unsecured and Considered good)
Subsidiary
Associates
Others
8 Trade Receivables
(Unsecured and Considered good)
Over six months
Less than six months
9 Cash and Cash Equivalents
Balance with Banks :
Current Account
Deposit Account
(Fixed Deposit Receipt lodged with Bank as margin for
Bank Guarantee by them)
Cash on Hand (including Foreign Currencies)
84
As at
31st March 2015
(` in Â000)
As at
31st March 2014
8,82
11,44
8,82
11,44
1,07,75
9,92
12,74
3,58,30
1,22,94
6,80
26,89
3,25,14
4,88,71
4,81,77
For the year ended
31st March 2015
For the year ended
31st March 2014
3,83,80,20
3,79,39,46
4,24,31,03
4,19,80,65
4,40,74
1,13,04
4,50,38
89,40
5,53,78
5,39,78
20,27
20
76
15,65
24
1,15
21,23
17,04
2,23,60
2,27,71
15,95
32,05
18,07
28,01
2,71,60
2,73,79
10 Short-Term Loans and Advances
(Unsecured and Considered good)
Other Advances
11 Other Current Assets
Advance Tax including Tax Deducted at Source (net of provisions)
Prepaid Expenses
Int Accrued but not due on deposits
Deposits
12 Gross Revenue from Operations
Less: Direct Cost
Operating Income
Other Operating Income
13 Other Income
Interest
Dividend
Others
14 Employees Benefit Expenses
Salaries Wages and Bonus
Contribution to Employees Provident Fund, Family Pension
Fund, ESI, Gratuity Fund & Superannuation Fund
Workmen & Staff Welfare
85
(` in Â000)
15 Finance costs
Interest on Over Draft
Interest others
16 Other Expenses
Advertisement
Audit Fees
Other Certification Fees
Directors Sitting Fees
Internal Audit Fees
Bank Charges
Electricity Charges
Insurance
Postage & Courier
Printing & Stationery
Professional & Legal Charges
Rates & Taxes
Rent
Other Maintenance
Computer Maintenance
Vehicle Maintenance
Service Charges
Subscription & Membership
Telephone & Telex
Travelling & Conveyance
Consultancy Charges
Bad debts written off
Other expenses
86
For the year ended
31st March 2015
For the year ended
31st March 2014
98
2,08
93
10,13
3,06
11,06
1,70
85
47
56
50
9,53
8,46
4,08
2,82
5,63
3,10
1,84
28,28
20,16
2,07
4,44
1,62
7,14
17,86
30,11
29,04
5,78
17,85
1,33
85
45
64
50
10,12
11,12
4,11
2,57
6,50
2,80
1,25
35,29
18,12
2,73
3,49
1,92
8,11
17,97
30,74
33,12
17,24
18,81
2,03,89
2,29,78
BRANCH ADDRESS
1.
Chennai
i. Dhun Building, No.827, Anna Salai, Chennai 600002.
ii. AA149, Alsa Promonade,3rd Avenue, Anna Nagar, Chennai 600040.
iii. Ist Floor, Pioneer Sudharshan Plaza, Door No.9/9, Kumaramangalam Road,
Off Nungambakkam High Road, Chennai 600034.
iv. No 77 First Floor, Velachery Main Road, Rajakilpakkam.
v. 93, „Coromandel Towers‰, Santhome High Road, Ground Floor, Karpagam Avenue,
R A Puram, Chennai 600028.
2.
Mumbai
i. No.8, 2nd Floor, Kamanwala Chambers, Opp:Bombay Stores, Sir P M Road, Fort,
Mumbai 400001.
ii. G/2, Ground Floor, Saubhagya Chs Ltd, Jeevan Vikas Kendra Marg, Koldangari,
Off Sahar Road, Andheri (East) Mumbai 400069.
3.
Pune
No.1&2, Third Floor, House No: 321/A/3, Vardhaman, 7,Loves Chowk, Above Chougule
Motors, Mahatma Phule Path Pune.
4.
New Delhi
No.209 A second Floor Pal Mohan Plaza, No.11/56 Desh Bandhu Gupta Road, Karol
Bagh, New Delhi 110005.
5.
Hyderabad
White House, House No: 6-3-1192/1/1, 3rd floor , 3rd block, Kundan bagh, Begumpet,
Hyderabad 500016.
6.
Trivandrum
Future Plaza, Ground Floor, Tc 25/2618(2) Near Dhanya-Remya Theatre Road,
Trivandrum 695001.
7.
Bangalore
No.G4&5, Midford House, No1., Midford Gardens, M G Road, Bangalore 560001.
8.
Coimbatore
No.135, First Floor, D B Road, R S Puram, Coimbatore 641002.
9.
Madurai
No.57 West Masi Street, Madurai 625001.
10. Salem
No.4/39a, 1st Floor, Bharathiyar Street, Swarnapuri, Salem 636004.
11. Pondicherry
147, Ground Floor, Opp Wonder Gift Shop, Mission Street, Pondicherry 605001.
12. Trichy
„City Towers‰ 2nd Floor, No.1 Royal Road, Contonment, Trichy 620001.
87
Registered Office : „Dhun Building‰, 827, Anna Salai, Chennai 600 002.
CIN: L65191TN1985PLC012362
E-mail : secr@iccaps.com Website: www.iccaps.com
Tel: 044 28572600 Fax: 044 28414583
ATTENDANCE SLIP
NAME & ADDRESS OF THE MEMBER
29th ANNUAL GENERAL MEETING
DATE &
TIME
Wednesday,
23rd September 2015 at 3.00 P.M.
VENUE
Narada Gana Sabha,
No.314, T.T.K Road, Alwarpet,
Chennai 600 018
Folio Number / DP ID / Client ID :
Name of Proxy (if applicable)
:
I hereby record my presence at the 29th Annual General Meeting of the Company
Note:
1. This slip may please be handed over at the entrance of the Meeting Hall.
2. Only Members or their proxies are entitled to be present at the meeting.
Signature of Member(s) / Proxy
Registered Office : „Dhun Building‰, 827, Anna Salai, Chennai 600 002.
CIN: L65191TN1985PLC012362
E-mail : secr@iccaps.com Website: www.iccaps.com Tel: 044 28572600 Fax: 044 28414583
PROXY FORM
Name of the Member(s)
:
Registered address
:
E-mail ID
:
Folio No./DP ID & Client ID :
I/We, being the Member(s) of ⁄⁄.................⁄ shares of the above named company, hereby appoint
1. Name
: .................................................... Address : ...............................................................................
E-mail Id : .................................................... Signature : .......................................................... or failing him
2. Name
: .................................................... Address : ...............................................................................
E-mail Id : .................................................... Signature : .......................................................... or failing him
3. Name
: .................................................... Address : ...............................................................................
E-mail Id : .................................................... Signature : ...............................................................................
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at Twentyninth Annual
General Meeting of the Company to be held on Wednesday, the 23rd September, 2015 at 3.00 P.M. at
Sathguru Gnanananda Hall, (Narada Gana Sabha), No.314, T.T.K Road, Alwarpet, Chennai 600 018 and at
any adjournment thereof in respect of such resolutions as are indicated below:
Resolution No.
Resolutions
Ordinary Business
1
Adoption of the audited accounts for the year ended 31.03.2015.
2
Appointment of M/s.S.Viswanathan, Chartered Accountants, Chennai as Auditors of the
Company.
Special Business
3
Appointment of Sri.V.M.Mohan as a Director of the Company, liable to retire by rotation.
4
Appointment of Sri.V.Manickam as an Independent Director.
Signed: ...................................... day of .................................... 2015.
Signature of Shareholder
.............................................................
Affix
`1/Revenue
Stamp
Signature of Proxyholder(s) .............................................................
Note: Any member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself/
herself and the proxy need not be a member. This form of proxy in order to be effective should be duly completed and
deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting i.e.
before 3.00 P.M. on 21st September, 2015.
Route map to AGM venue
Narada Gana Sabha
AGM Venue: Narada Gana Sabha (Mini Hall), No. 314, T.T.K. Road, Alwarpet, Chennai 600 018