Dear Members
Your Directors have pleasure in presenting the 23rd Annual Report of the Company
together with the audited accounts for the year ended March 31, 2017
Financial Results
| DESCRIPTION |
2016-17 |
2015-16 |
| 1 Revenue (net of duties & taxes) |
286.85 |
485.47 |
| 2 Profit/(Loss) before depreciation & amortization, finance cost and exceptional
items |
187.74 |
(373.34) |
| 3 Finance Cost |
12.52 |
27.13 |
| 4 Depreciation & Amortization |
1051.43 |
1086.81 |
| 5 Exceptional items |
|
|
| - Bad debts written off |
- |
593.31 |
| 6 Profit/(loss) before tax (2-3-4-5) |
(876.21) |
(2080.39) |
| 7 Provision for tax |
- |
- |
| 8 Profit/(loss) after tax (6-7) |
(876.21) |
(2080.39) |
OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE
Your Company has recorded a consolidated income (as per Indian GAAP) of Rs.286.85 Lakhs
for the Financial Year under review and incurred a loss of Rs.876. 21 Lakhs.
DIVIDEND
Due to losses, no dividend has been recommended by directors for the financial year
2016-17.
SHARE CAPITAL
The Paid up Equity Share Capital as on 31st March, 2017 was Rs.9.62 crores. During the
year under review, the Company has not issued any shares either with differential voting
rights or to its employee neither stock options nor sweats equity shares and does not have
any scheme to fund its employees to purchase the shares of the Company.
DIRECTORS
All the Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149 (6) of the Act. In the opinion of the Board,
they fulfill the conditions of independence as specified in the Act and the Rules made
there under and are independent of the management.
CHANGES IN CAPITAL STRUCTURE
There is no change in the capital structure of the company during the accounting
period.
HUMAN RESOURCES
‘Human Resources' are recognized as a key pillar of
any successful organization and so is for ICSA (INDIA) LIMITED. The company puts
constant efforts in recruiting and training the employees and ensures to bring out the
best of them. The company adopts a HR policy and ensures that all the employees are aware
of personnel policies. The needs of the employees are addressed with high importance and
efforts are made to provide a highly challenging and healthy environment. Besides all
these, the company places high emphasis on professional etiquette required of every
employee.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
ICSA (INDIA) LIMITED has an adequate system of internal control to ensure that the
resources of the Company are used efficiently and effectively, all assets are safeguarded
and protected against loss from unauthorized use or disposition and the transactions are
authorized, recorded and reported correctly, financial and other data are reliable for
preparing financial information and other data and for maintaining accountability of
assets. The internal control is supplemented by extensive programmer of internal audits,
review by management, documented policies, guidelines and procedures.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the
Directors and employees to report their concerns about unethical behavior, actual or
suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy
provides for adequate safeguards against victimization of employees who avail of the
mechanism and also provides for direct access to the Chairman of the Audit Committee. It
is affirmed that no personnel of the Company has been denied access to the Audit
Committee.
RELATED PARTY TRANSACTIONS:
The company has not entered any related party transactions referred to in Section
188(1) of the Companies Act, 2013.
PERFORMANCE EVALUATION
Pursuant to the provisions of Section 134 (3) (p), 149(8) and Schedule IV of the
Companies Act, 2013, annual Performance Evaluation of the Directors as well as of the
Audit Committee, Nomination and Remuneration has been carried out. The Performance
Evaluation of the Independent Directors was carried out by the entire Board and the
Performance Evaluation of the Chairman and Non-Independent Directors was carried out by
the Independent Directors. The manner in which the evaluation has been carried out has
been explained in Corporate Governance Report.
NOMINATION AND REMUNERATION POLICY
The Company has adopted the Nomination and Remuneration Policy for the Directors, Key
Managerial
Personnel and other employees, pursuant to the provisions of the Act and Clause 49 of
the Listing Agreement. The Nomination and Remuneration Committee has considered the
following factors while formulating the Policy: (i) The level and composition of
remuneration is reasonable and sufficient to attract, retain and motivate Directors of the
quality required to run the Company successfully; (ii) Relationship of remuneration to
performance is clear and meets appropriate performance benchmarks; and (iii) Remuneration
to Directors, Key Managerial Personnel and Senior Management involves a balance between
fixed and incentive pay reflecting short and long-term performance objectives appropriate
to the working of the Company and its goals.
It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and
all other employees is as per the Remuneration Policy of the Company. Details of the
Remuneration Policy are given in the Corporate Governance Report.
BOARD AND COMMITTEE MEETINGS
A calendar of Board and Committee Meetings to be held during the year was circulated in
advance to the Directors. Four Board Meetings were convened and held during the year.
Details of the composition of the Board and its Committees and of the Meetings held and
attendance of the Directors at such Meetings, are provided in the Corporate Governance
Report. The intervening gap between the Meetings was within the period prescribed under
the Act and the SEBI (LODR) Regulation, 2015.
SUBSIDIARY
The Company has no Subsidiaries.
FIXED DEPOSITS
Your Company has not accepted any deposits falling within the meaning of Sec.76 of the
Companies Act, 2013 any other provision read with the Companies (Acceptance of Deposits)
Rules, during the financial year under review.
INSURANCE
The Company's properties and assets are adequately insured, wherever required.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors
to the best of their knowledge and ability confirm as under: a) In the preparation of the
annual accounts, for the year ended 31st March 2017, the applicable accounting standards
had been followed along with proper explanation relating to material departures; b) The
Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit
of the Company for that period; c) The Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; d) The annual accounts have been prepared on a going concern basis;
e) The Company had laid down Internal Financial Controls to be followed by the Company and
that such Internal Financial Controls are adequate and were operating effectively: and f)
The have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s C.V. Reddy K & Associates, Practicing Company Secretaries, to undertake
the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as
‘Annexure I'.
The Secretarial Audit Report for the financial year ended 31st March, 2017 does contain
any qualification which needs to be rectified.
STATUTORY AUDITORS
M/s. P Murali & Co., Chartered Accountants, Hyderabad appointed as Statutory
Auditors of the Company at the ensuing annual general meeting.
It is proposed to appoint M/s. P Murali & Co., Chartered Accountants, (Firm Reg no:
007257S) Hyderabad, in the ensuing Annual General Meeting as Statutory Auditors of the
Company for one term of five consecutive years i.e. from F.Y. 2017-18 to F.Y. 2021-22
subject to ratification of such appointment every year by the members at every Annual
General Meeting. They have confirmed their eligibility under Section 141 of the Companies
Act, 2013 and the Rules framed thereunder.
The Statutory Auditors' Report by M/s. Rambabu & Co.,, Chartered Accountants does
not contain any reservation, qualification or adverse remark.
RESPONSE TO AUDITORS OBSERVATIONS AND EMPHASIS OF MATTERS
With reference to the observations made by the Statutory Auditors in the Audit Report,
the management response there to as follows:-i) Attention is invited to Note No.7 to Notes
on Financial statements regarding non-provision of interest on working capital loans for
an amount of Rs. 15,392.37 lacs. (Cumulative upto 31-03-2017 amounting to Rs.48,996.20
lacs.) The loss of the company is understated to an extent of Rs.15,392.37 lacs for the
year and cumulative loss upto 31-03-2017 to the extent of Rs.48,996.20 lacs and liability
of the company is understated to that extent.
Management Response:
The Company has been declared sick u/s. 3(1)(o) of SICA as per the order pronounced by
the Hon'ble BIFR on 12.02.2014. Later banks have issued SARFAESI Act 2002 against which
Hon'ble BIFR has stayed the actions of banks.
The Company also has given DRS proposal to the banks on 25.3.2014 & to Hon'ble BIFR
on 26.3.2014 and presently the same is pending with National Company Law Tribunal (NCLT).
Hence interest is not provided. ii) Attention is invited to Note No.9 to Notes on
Financial statements regarding non-provision of interest on Term Loans from banks for an
amount of Rs.13,190.18 lacs. (Cumulative upto 31-03-2017 amounting to Rs.39,148.17lacs)
The loss of the company is understated to an extent of Rs. 13,190.18 lacs for the year and
cumulative loss upto 31-03-2017 to the extent of Rs. 39,148.17 lacs and liability of the
company is understated to that extent.
Management Response:
The Company has been declared sick u/s.3(1)(o) of SICA as per the order pronounced by
the Hon'ble BIFR on 12.02.2014. Later banks have issued SARFAESI Act 2002 against which
Hon'ble BIFR has stayed the actions of banks.
The Company also has given DRS proposal to the banks on 25.3.2014 & to Hon'ble BIFR
on 26.3.2014 and presently the same is pending with National Company Law Tribunal (NCLT).
Hence interest is not provided. iii) Attention is invited to Note No.9 to Notes on
Financial statements regarding non-provision of interest on corporate dividend tax for an
amount of Rs.12.85 lacs for the year (Cumulative interest upto 31-03-2017 amounting to
Rs.89.94 lacs. The loss of the company is understated to an extent of Rs.12.85 lacs for
the year and cumulative loss upto 31-03-2017 to the extent of Rs. 89.94 lacs and liability
of the company is understated to that extent.
Management Response:
The Company has been declared sick u/s. 3(1)(o) of SICA as per the order pronounced by
the Hon'ble BIFR on 12.02.2014.Later banks have issued SARFAESI Act 2002 against which
Hon'ble BIFR has stayed the actions of banks.
The Company also has given DRS proposal to the banks on 25.3.2014 & to hon'ble BIFR
on 26.3.2014 and presently the same is pending with National Company Law Tribunal (NCLT).
Hence interest is not provided..
iv) Attention is invited to Note No.24 (a)(iii) to Notes on Financial statements
regarding non-provision of Rs. 6,427.58 lacs, towards differential interest for non
acceptance of CDR package by banks. The loss of the company is understated to an extent of
Rs. 6,427.58 lacs and the liability of the company is understated to that extent.
Management Response:
The Company has been declared sick u/s.3(1)(o) of SICA as per the order pronounced by
the Hon'ble BIFR on 12.02.2014. Later banks have issued SARFAESI Act 2002 against which
Hon'ble BIFR has stayed the actions of banks.
The Company also has given DRS proposal to the banks on 25.3.2014 & to Hon'ble BIFR
on 26.3.2014 and presently the same is pending with National Company Law Tribunal (NCLT).
Hence interest is not provided.
v) The Company is not carrying on any activities, In view of the above, we are of the
opinion that the company is not able to continue as a going concern.
Management Response:
Company is carrying out rectification to the projects completed in earlier years and
discussing with the state electricity board for releae of payments. Since the
rectification in full not completed, billing not done to customers to claim the payments.
Hence, the management of the Company is treating the Company as going concern.
EMPLOYEES
During the year under review, none of the employees were in receipt of remuneration in
excess of the limits prescribed under the Section 197 (12) of the Companies Act, 2013 and
any other applicable provisions of the ACT read with rule 5(1) the Companies (Appointment
and Remuneration of Managerial personal) Rules, 2013 as amended.
LISTING OF SECURITIES
The Company's equity shares are listed with the Bombay Stock Exchange Ltd. and the
National Stock Exchange. The annual listing fee for the years 2017-18 have been paid to
these exchanges.
CORPORATE GOVERNANCE AND SHAREHOLDERS' INFORMATION
Your Company has been practicing the principles of good Corporate Governance over the
years and it is a continuous and on-going process. A detailed Report on Corporate
Governance is given as Annexure 'A' to this Report. Certificate from Practicing Company
Secretary confirming the compliance with conditions of Corporate Governance as stipulated
under clause 49 of the Listing Agreement is attached to this report.
MANAGEMENT DISCUSSION & ANALYSIS:
Pursuant to the provisions of Clause 49 of the Listing Agreement with the stock
exchange, a report on Management Discussion & Analysis is attached to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN-EXCHANGE EARNINGS AND OUTGO
Information as required to be furnished under the provisions of the Companies
(Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are as
hereunder:
CONSERVATION OF ENERGY
Energy conservation measures taken up:
ICSA (INDIA) LIMITED uses electrical energy for its equipment such as air-conditioners,
computer terminals, lighting and utilities at work places. As an on-going process, we
continue to undertake the following measures to conserve energy:-
- Incorporating new technologies in the air-conditioning system of the upcoming
facilities to optimize power consumption
- Identifying and replacing low-efficient machinery (AC) in a phased manner
- Identifying and replacing outdated and low-efficient UPS systems in a phased manner
The Company also has in place the internal control procedures by which the cost of the
electricity will be identified with the project and thereby, there will be an incentive
for the concerned department to consume optimum power.
Additional investment and proposals for reduction of consumption of energy: Nil.
Total energy consumption requirement: Not applicable, as the Company is not engaged in
any of the specified industries specified in Schedule 1 to the Companies (Disclosures of
Particulars in the Report of the Board of Directors) Rules, 1988.
RESEARCH AND DEVELOPMENT
The Company is committed to continue its efforts in Research and Development. Our
Research and Development activities will help us gear up for future opportunities. We
invest and encourage continuous innovation.
TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION
Efforts made in technology absorption : Enclosed - Form ‘B'
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexed
herewith as "Annexure - II".
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The company has received declaration from Mr. Sarveswar Reddy Mandra and Mr. Telukutla.
Srinivasa Rao, Independent Director of the Company to the effect that they are meeting the
criteria of independence as provided in Sub-section (6) of Section 149 of the Companies
Act 2013, and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Annexure-III
SEXUAL HARASSMENT
During the year under review, there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 and the
Rules there under.
ACKNOWLEDGEMENTS
Your Directors are thankful to all investors, customers, vendors, banks and service
providers as well as regulatory and government authorities and other business constituents
for their assistance, co-operation, understanding, support and encouragement. Your
Directors also sincerely appreciate the high degree of professionalism, commitment and
dedication displayed by the employees at all level in the initiatives of the Company.
By the order of the Board of Directors for ICSA (INDIA) LIMITED
Sd/-
G. BALA REDDY
Chairman-cum-Managing Director
Place: Hyderabad Date: 11.08.2017
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