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આઈસીએસએ ઇંડિયા ડિરેક્ટર્સ રિપોર્ટ, આઈસીએસએ ઇંડિયા ડિરેક્ટર્સ દ્વારા રિપોર્ટ

આઈસીએસએ ઇંડિયા

બીએસઈ: 531524  |  ઍનઍસઈ : ICSA  |  ISIN: INE306B01029  |  Computers - Software

શોધો આઈસીએસએ ઇંડિયા કનેક્શન � Jun 14
ડિરેક્ટર્સ રિપોર્ટ વર્ષાન્ત : Mar '15
Dear Members
 
 The Directors have pleasure in presenting the 21st Annual Report of the
 Company together with the audited accounts for the 9th month accounting
 period ended 31st, March, 2015
 
 Financial Results                                           (Rs. Lakhs)
 
 Sl.                                              2014-15      2013-14
       Description 
 No.                                             (9 months)   (12 months)
 
 1     Revenue (Net of duties & Taxes)            2365.13     574 8.06
 
 2     Profit/(Loss) before depreciation        (11162.74)    (9421.32)
       & amortization, finance cost and
       exceptional items
 
 3     Finance Cost                                 15.09       249.32
 
 4     Depreciation & Amortization                1163.41      1258.64
 
 5     Exceptional items
 
       - Bad debts written off                   19391.54     35147.08
 
       - Deposits written off                      538.42            -
 
       - Provision for doubtful advances          2037.16     15963.04
 
 6     Profit/(loss) before tax (2-3-4-5)       (34308.36)   (62039.40)
 
 7     Provision for tax                                -            -
 
 8     Profit/(loss) after tax (6-7)            (34308.36)   (62039.40)
 
 Review of operations
 
 Performance during the 9 month accounting period ended 31.03.2015
 
 Your company has made a Revenue of Rs.2365.13 Lakhs during the 9 months
 accounting period ended 31st March, 2015, as compared to the turnover
 of Rs.5748.06 Lakhs during the 12 month period ended on 30th June 2014
 and incurred a net loss of Rs. 34308.36 Lakhs during the 9 months
 accounting period as against the net loss of Rs. 62039.40 Lakhs
 previous 12 months accounting period ended 30.06.2014. The revenue
 collections from the State Electricity Boards has continued to be
 decreased drastically on account of non-availability of timely funds
 for the completion of the projects., due to bad collections from the
 State Electricity Boards and on account of not providing funds by the
 banks. Also the decline in the performance is on account of slowdown of
 the economy with respect to the Infrastructure Sector. The detailed
 analysis of the performance, given at the management''s discussion and
 analysis section of the Annual Report.
 
 Changes in capital structure
 
 There is no change in the capital structure of the company during the
 accounting period.
 
 FCCBs
 
 Out of USD 46 million FCCBs issued by the Company, USD 25 million FCCBs
 were converted into equity upon exercise of conversion rights by bond
 holders in the earlier years and an amount of USD 21 million FCCBs were
 outstanding and due for redemption as at the previous accounting year.
 The trustee for FCCB holders has filed suit u/s.433 & u/s.434 of the
 Companies Act, 1956 for winding up of the company, which has been
 disposed off in Company favour.
 
 Subsidiary
 
 The Company has floated a new India based subsidiary during the year
 2011-12, named ICSA Infra Limited. Since it is into inception stage,
 there was no transaction in the company during the accounting period.
 
 Dividend
 
 In view of the losses, your Directors decided not to recommend any
 dividend for the financial year under review.
 
 Fixed deposits
 
 Your Company has not accepted any deposits falling within the meaning
 of Sec. 76 of the Companies Act, 2013 and any other applicable
 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
 
 As required under Section 134(5) of the Companies Act, 2013 and any
 other applicable provisons of the act Directors of your company hereby
 state and confirm:
 
 1.  That in the preparation of the annual accounts for the 9 months
 accounting period ended March 31, 2015, the applicable accounting
 standards have been followed along with proper explanation relating to
 material departures
 
 2.  That We 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 9 months accounting period ended March 31, 2015 and
 of the Loss of the Company for the year under review
 
 3.  That We have taken proper and sufficient care for maintain of
 adequate accounting records in accordance with provisions of the
 Companies Act, 1956, for safeguarding the Company''s assets and for
 preventing and detecting fraud and other irregularities
 
 4.  That We have prepared the accounts for the 9 months accounting
 period ended March 31, 2015 on a going concern basis
 
 Directors
 
 In accordance with the provisions of Section 160 of the Companies Act,
 2013, Mrs. G. Lalitha (DIN 02198243) was appointed as Additional
 Director (Woman Director) wef 19th March, 2015 in a duly constituted
 Board Meeting.  A request has been received by one of the members of
 the Company to appoint retires by rotation and being eligible, has
 offered himself for reappointment.
 
 Appointment of Secretarial Auditor
 
 Dr. Mohan S Rao, Practising Company Secretary is appointed as a
 Secretarial Auditor for the conduct of the Secretarial Audit for the
 financial year 2014-15.
 
 Auditors
 
 The appointment of M/s. Rambabu & Co, Chartered Accountants, Hyderabad,
 Independent Auditors of the Company retiring at the forthcoming Annual
 General Meeting and are being ratified as they were appointed for a
 period of five years in the 20th AGM held on 22 Dec 2014. In accordance
 with the Companies Act 2013, it is proposed to appoint them for a
 period of three consecutive years of the first term of five consecutive
 years, subject to the ratification of shareholders at every Annual
 General Meeting and M/s. Rambabu & Co, Chartered Accountants,
 Hyderabad, have confirmed that the appointment, if made, would be
 within the prescribed limits under Section 141 of the Companies Act,
 2013.
 
 Response to Auditors Observations
 
 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. 8729.68 lacs. The loss of the company is understated to
 an extent of Rs.8729.68 lacs and the liability of the company is
 understated to that extent.
 
 Management Response:
 
 The company has been declared sick u/s.3(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 revised DRS proposal to the banks which is
 pending. 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.7,471.83 lacs. The loss of the company is understated to
 an extent of Rs.7,471.83 lacs and the liability of the company is
 understated to that extent.
 
 Management Response:
 
 The company has been declared sick u/s.3(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 revised DRS proposal to the banks which is
 pending. 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.64.24 lacs which was provided for the financial year
 2010-11. The loss of the company is understated to an extent of
 Rs.64.24 lacs and the liability of the company is understated to that
 extent.
 
 Management Response:
 
 The company has been declared sick u/s.3(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 revised DRS proposal to the banks which is
 pending. Hence interest is not provided.
 
 iv) Attention is invited to Note No.25 (a) (iii) to Notes on Financial
 statements regarding non-provision of Rs. 6427.58 lacs, towards
 differential interest for non acceptance of CDR package by banks. The
 loss of the company is understated to an extent of Rs. 6427.58 lacs and
 the liability of the company is understated to that extent.
 
 Management Response:
 
 The company has been declared sick u/s.3(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 revised DRS proposal to the banks which is
 pending. Hence interest is not provided.
 
 Reference to Board for Industrial and Financial Reconstruction (BIFR)
 
 The Board of Directors at their meeting held on 29th August 2013
 approved to make a reference to the Hon''ble Board for Industrial and
 Financial Construction (BIFR) u/s.15 Sick Industrial Companies (Special
 Provisions) Act, 1985. The information was already placed in the 20th
 Annual General Meeting held on 22nd December, 2014. Company has made a
 reference to the Hon''ble BIFR on 10th September 2013 and reference has
 been registered on 15th October 2013 as case no.70/2013. The company
 was declared sick u/s.3(o) of SICA as per the order pronounced by the
 Hon''ble BIFR on 12.02.2014.
 
 As per the directions of the Hon''ble BIFR, the company has submitted
 the Draft Rehabilitation Package (DRS) to the State Bank of India, the
 Operating Agency (OA) and other banks on 25.03.2014.
 
 The OA has appointed the consultant for the study of the TEV, who will
 submit the report, after getting the report; the Bankers will have a
 joint Lenders Meeting and will forward their recommendations to the
 Hon''ble BIFR.
 
 Meanwhile the Banks have issued SARFAESI notice on 16.10.2014; the
 Hon''ble BIFR has given stay against the SARFAESI on 27.11.2014.
 
 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 provisons
 of the act read with rule 5(1) of Companies (Appointment and
 remuneration of managerial personal) Rules 2014 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 2014-15 and 2015-16 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.
 
 Employee stock options
 
 The time period for schemes of employee stock options has expired and
 no shares have been allotted to the employees during the year. As the
 time period has expired the Deferred Employee Compensation no longer
 required and the same has been reversed to the Reserves.
 
 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 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
 
 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/-
 
 Place: Hyderabad                                           G. Bala Reddy 
 
 Date: 26th August 2015                    Chairman-cum-Managing Director
સ્તોત્ર: રેલીગેર ટેકનોવા


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