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ICDS Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 50.09 Cr. P/BV 1.96 Book Value (Rs.) 19.59
52 Week High/Low (Rs.) 63/17 FV/ML 10/1 P/E(X) 131.68
Bookclosure 27/09/2023 EPS (Rs.) 0.29 Div Yield (%) 0.00
Year End :2014-03 
Dear Members,

The Directors present their 43rd ANNUAL REPORT and Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS                                      (Rs. in '000s)
                                              31-March      31-March
                                                  2014          2013

Income from Operations                         5,20,59       3,16,27

Other Income                                   1,02,08       2,27,33

Write back of provisions                         74,67         32,15

Total Income                                   6,97,34       5,75,75

Less: Operating Expenses                       4,36,38       3,12,04

                                               2,60,96       2,63,71

Less: Interest                                   49,76         48,14
Profit/(Loss) before

Depreciation                                   2,11,20       2,15,57

Less: Depreciation                                6,21          7,05
Profit/(Loss) after

Depreciation before Tax                        2,04,99       2,08,52
Less: Provision for Income

Tax/(write back)                                  4,70     (1,26,00)

Profit/(Loss) after Tax                         2,00,29       3,34,52

Add : (Loss) brought forward                 (9,67,23)    (13,01,75)

(Loss) carried forward                       (7,66,94)     (9,67,23)

REVIEW OF OPERATIONS

During the year under review the Company has earned income of Rs.6.97 Crores (Rs.5.76 Crores in the corresponding period of the previous year) from recovery of overdues from HP/Lease/Bills Discounting/Loan Parties, Commission from insurance related activities, service charges earned from telephone bill recovery services, dividend and interest. The operating expense incurred during the reporting period was Rs.4.36 Crores as against Rs.3.12 Crores in the previous year. The accumulated losses which was at Rs.9.67 Crores as on 31st March, 2013 has been reduced to Rs.7.67 Crores on 31st March, 2014.

The net worth of the Company as on 31st March, 2014 went up to Rs.7.13 Crores (Rs.4.93 Crores in the corresponding period of previous year).

DIVIDEND

Since the Company has carried forward losses in the current year, the Directors express their inability to declare Dividend.

SCHEME OF ARRANGEMENT

The details of unclaimed public liabilities with the Company as per the Scheme of Arrangement sanctioned by the Hon'ble High Court of Karnataka have been covered in the Corporate Governance Report. However, the total liability unpaid as on 31st March, 2014 was Rs.2.90 Crores which does not include cheques issued to the investors but not presented amounting Rs.2.98 Crores.

FUTURE BUSINESS PLANS

As reported in the earlier years, the company stopped NBFC business as per the undertaking given to H'ble High Court of Karnataka while considering the company's application for scheme of arrangement. Since then company was focusing its activities on recovery of overdues. Since the company's net owned funds has become positive and meets the minimum required NOF stipulated for Non-Banking Finance Business, it is proposed to apply to Reserve Bank of India for registering the company as a Non-Deposit taking NBFC for pursuing business of Hire Purchase/Lease Finance or Investment Banking.

FEE BASED ACTIVITIES

In order to generate some income to partly meet the establishment expenses, your Company is engaged as Corporate Agent for Life and General Insurance Companies, and also acting as address verifcation agents for Fullerton India Credit Company Limited and TATA Teleservices Limited at Coimbatore. Besides, your company has taken up distributorship of MTS mobile phones and accessories of Sistema Shyam Teleservices Ltd., at Coimbatore and Salem areas in Tamil Nadu. The company is also focusing on collecting overdues from HP/Lease/ Loans/Bills discounted parties.

SUBSIDIARY COMPANIES

As required under Section 129(3) of the Companies Act, 2013, the Audited Statement of Accounts along with reports of the Board of Directors and Auditors of your Company's subsidiaries, namely, Manipal Hotels Ltd., and Manipal Properties Ltd., are annexed.

DIRECTORS

Mr. H. N. S. Rao retires by rotation in the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

Provisions of Section 149(10) of the Companies Act, 2013 which was notifed effective from 1st April, 2014 required that the Independent Directors of the Company shall hold office for a period of 5 years and shall not be liable to retire by rotation. In compliance with the new Companies Act, 2013, your directors propose to appoint Shri Bharath K. Nayak, K. M. Udupa, A. Giridhar Pai and U. Harish P. Shenoy as Independent Directors of the Company, not liable to retire by rotation and to hold the office for 5 (five) consecutive years for a term upto the conclusion of the 48th Annual General Meeting of the Company in the calendar year 2019. Their consents for the purpose have been obtained by the company.

The Background of the Directors proposed for appointment is furnished under the Notes Forming Part of the Notice convening the 43rd Annual General Meeting.

COMMITTEES OF DIRECTORS

Pursuant to provision of Section 177(3) of the Companies Act, 2013, the Audit Committee of the Board of Directors has been reconstituted with terms of reference pursuant to various provisions of the Companies Act, 2013 and the amended listing agreement with the Stock Exchanges.

Pursuant to provision of Section 178(5) of the said Act, the Shareholders Grievances Committee of the Board of Directors, has been reconstituted and named as "Stakeholders Relationship Committee" with terms of reference pursuant to various provisions of the Companies Act, 2013.

Corporate Social Responsibility Committee pursuant to provision of Section 135(1) of the Companies Act, 2013 and Nomination and Remuneration Committee pursuant to provision of Section 177(3) of the said Act have not been formed for the time being. Since a) the company still carrying over the losses and b) none of the Directors are drawing any remuneration other than sitting fees to the Non-Executive Directors for attending the Board Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors' confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure;

ii) appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the Profit of the company for the year ended as on that date;

iii) proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Company's Act and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis. The ability of the Company to continue as a going concern depends upon the timely recovery from debtors and future business plan. Management of the Company is hopeful of recovery of dues from debtors and the measures taken by the Company will result in controlling the operating defcits.

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956: NIL.

Particulars regarding conservation of energy and technology absorption: NIL.

Foreign exchange earnings and outgo: NIL.

AUDITORS

M/s Chaturvedi & Shah, Chartered Accountants, Mumbai, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Corporate Governance Report and Auditor's Certifcate regarding Compliance of conditions of Governance are made part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Clause 32 of the Listing Agreement, Audited Consolidated Financial Statements of subsidiary companies form part of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the services and co-operation extended by our Bankers, Investors and Members of Staff of the Company, during the year under report. Your Directors also wish to thank the shareholders for their support.

                        For and on behalf of the Board of Directors

                                                   Sd/- 
Place : Manipal                             (T. Mohandas Pai) 
Date : 30-05-2014                   Chairman & Whole-time Director


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