DIRECTOR REPORT 1.Your Directors have pleasure in presenting their Director Report together with the Audited Accounts of the Company for the Year ended March 31, 2015. 2. Operational Review/Review Of Business Operations/The state of company affairs Your Company has performed modestly in the past year despite challenging economic conditions. Nevertheless, your Directors are optimistic about the future and expect the business to perform well for the forthcoming year. Your Directors are relentlessly striving for the betterment of the business. 3. Dividend: Your Directors have not recommended any dividend on equity shares for the year under review. 4. Reserves The Company has not created any specific reserve for the year under review. 5. Change in the nature of business, if any. The company has not change its nature of business for the year under review. 6. Material changes and commitments, if any, 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 report. Management does not perceive any material changes occurred subsequent to the close of the financial year as on 31st March, 2015 7. Share Capital: The company has issued equity shares for Rs. 3,00,00,000 during the year.. The paid up equity capital as at March 31, 2015 was Rs 3, 24, 90,000 (Rupees Three Crores twenty four Lakhs ninety thousand only). During the year under review the Company has not issued any shares of following classes given below. A) Issue of equity shares with differential rights B) Issue of sweat equity shares C) Issue of employee stock options D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees 8. Finance: Cash and cash equivalents as at March 31, 2015 was Rs. 742,976.75 The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring. 9. Fixed Deposits: Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. 10. Particulars of Loans, guarantee or investments: The company has not given any loan, guarantee or made any investments exceeding the limit prescribed under section 186 of the companies act, 2013. 11. Internal control systems and their adequacy The internal control systems in your Company are commensurate with the size and nature of its operations. It is designed to ensure that all the assets are safeguarded and protected against loss from unauthorized use or disposition and that all the transactions are authorised, recorded and reported correctly. It is further supplemented by extensive audits conducted by the auditors and review by management 12. Internal Auditor's Report The company has appointed in-house employee as an internal auditor for conducting the internal audit of the Company for the financial year 2014-2015. The internal auditor has submitted its report to board of director. The Internal Audit Department monitors and evaluates and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strength the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. 13. Corporate Social Responsibility The Company is not coming under the criteria as mentioned in Section 135 of the Companies Act, 2013 which specifies the requirement of forming the Corporate Social Responsibility Committee. 15. Industrial Relations: During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. 16. Human Resources Your Company treats its "human resources" as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. 17. Directors: Changes in Directors and Key Managerial Personnel for the period under review: Gautam Budhraja (DIN 00528723) was appointed on 2nd May, 1990 as a Director of the Company. He was resigned from the Board on 15th May, 2014 due to personal commitment. Narottam Budhraja (DIN 00528761) was appointed on 30th May, 1986 as a Director of the Company. He was resigned from the Board on 15th May, 2014 due to personal commitment. Shakuntala Budhraja (DIN 00528680) was appointed on 11th June, 2015 as a Director of the Company. She was resigned from the Board on 15th May, 2014 due to personal commitment. Purshottam Budhraja (DIN 00528782) was appointed on 30th May, 1986 as a Director of the Company. He was resigned from the Board on 15th May, 2014 due to personal commitment. Anjali Kharwad (DIN 05102340) was appointed on 1st December, 2013 as a nonexecutive Director of the Company. She was resigned from the Board on 1st November, 2014 due to personal commitment. Satish Rajbhar (DIN 06798717) was appointed on 12th May, 2014 as a non-executive Independent Director of the Company.. Bhupendra Thakur (DIN: 05294017) appointed on 1st November, 2014 as an executive additional Director of the Company. Rajni Shah (DIN 07008158) was appointed on 7th November, 2014 as a non-executive Independent Director of the Company. 18. Declaration by an Independent Director(s) and re- appointment, if any All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement. 19. Formal Annual Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 20. Number of meetings of the Board of Directors There has been eighteen meeting of Board of Directors in the Financial Year 2014-2015 as under. The dates of the Board meeting are: 12/05/2014, 15/05/2014, 20/05/2014, 26/05/2014, 27/05/2014, 25/07/2014, 10/08/2014, 29/08/2014, 02/09/2014, 05/09/2014, 11/09/2014, 30/09/2015, 01/11/2014, 07/11/2014, 13/11/2014, 20/01/2015, 21/02/2015 and 02/03/2015. 21. Remuneration Policy A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company's policy on Directors' appointment and remuneration by the Nomination and Remuneration Committee and approved by the Board of Directors at its meeting held on 7th November 2014. The Remuneration Policy is stated in the Corporate Governance Report. 22. Managerial Remuneration: The below requirement of Section 197 of Companies Act, 2013 and (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 2015 IS NOT APPLICABLE TO OUR COMPANY and hence, we have not given the disclosure of this section. A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 C) Any director who is in receipt of any commission from the company and who is a Managing Director or Whole-time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board's Report. 23. Director's Responsibility Statement: In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review. iii) 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. iv) The directors have prepared the annual accounts on a going concern basis. v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. 24. Related Party Policy: A Related Party Policy has been devised by the Board of Directors at its meeting held on 7th November, 2014 for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at the Company's official website at the www.iclf.com. The Audit Committee reviews all related party transactions quarterly. 25. Particulars of contracts or arrangements with related parties: All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Further, the particulars of every contract or 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 arm's length transactions under third proviso thereto shall be disclosed in Form No. AOC-2. THE SAID CLAUSE IS NOT APPLICABLE 26. Details of Subsidiary/Joint Ventures/Associate Companies The Company does not have any subsidiary/Joint venture/Associate Company. 27. Vigil Mechanism/Whistle Blower Mechanism The Company has a Whistle Blower Policy in place for vigil mechanism. The said policy has been amended keeping in view of the amendments in the Companies Act, 2013 and Clause 49 of the Listing Agreement. The said policy may be referred to, at the Company's official website at the www.iclf.com. 28. Auditor's Report/ Secretarial Audit Report: The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. 29. Statutory Auditors M/s. TDK & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re- appointed. 30. Secretarial Auditor: Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Secretarial Auditor to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure A" 31. Extract Of 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 as a part of this Annual Report as Annexure B . 32. Business Risk Management/ Risk Management Policy Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. At present the company has not identified any element of risk which may threaten the existence of the company. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report. 34. Significant And Material Orders Passed By The Regulators Or Courts There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations. 35. Corporate Governance Certificate The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report. 36. Corporate Governance And Management Discussion & Analysis Reports The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. 37. Obligation Of Company Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013 In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment. 38. Listing With Stock Exchanges: The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to CSE where the Company's Shares are listed. The Shares of the company is also listed on Delhi Stock Exchange ltd (derecognized) by SEBI vide its order dated 19th November, 2014 39. Statutory Disclosures As per Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company. 40. Transfer of Amounts to Investor Education and Protection Fund Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). 41. Acknowledgements: Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance. For and on behalf of the Board of Directors Bhupendra Thakur Director DIN: 05294017 Ravi Kharwad Chairman & Director DIN: 02079606 Mumbai 29th May, 2015 |