CORPORATE GOVERNANCE REPORT
Corporate Governance Code
The Directors present the Company's report on Corporate Governance as on 31st March, 2015 as required under Clause 49 of the Listing Agreement.
The Company believes in good corporate governance and has taken efforts to implement the same wherever possible in the present circumstances.
2. Board of Directors:
The Board comprised of six Directors, of which one is executive and five non-executives.
The non-executive Directors are eminent personalities with experience in Banking, Management and Finance etc. The Board oversees as to how the management serves and protects the long-term interest of all the stakeholders.
The Board of Directors at their meeting held on 19th May, 2015 appointed Mrs. Vimal Chandrashekhar Kamath (DIN 07182821) as Director under Section 149(1) of the Companies Act, 2013 and Clause 49(II)(A)(1) of the Listing Agreement.
3. Audit Committee:
The Audit Committee comprised of the following members of the Board:
Sri Bharath K. Nayak, Chairman Sri K. M. Udupa, Member Sri Airody Giridhar Pai, Member Sri U. Harish P. Shenoy, Member
The role and terms of reference of Audit Committee cover the areas mentioned under Clause 49 of the Listing Agreement and Section 179 of the Companies Act, 2013, besides other terms referred to by the Board of Directors from time to time. During the year, the Committee met on 30th May, 2014, 13th August, 2014, 14th November, 2014 and 11th February, 2015. Mr. Bharath K. Nayak, Director is the Compliance Officer.
Attendance of the Directors at the Audit Committee Meeting:
4. Nomination and Remuneration Committee:
This Committee will attend to the function relating to review of remuneration policy, changes to be effected in the policy from time to time and other aspects of remuneration to the Directors and Key Managerial Personnel from time to time.
Sri T. Mohandas Pai is the only whole-time Director of the Company and he does not draw any remuneration.
Details of remuneration for the year ended 31st March, 2015:
i) Whole-time Director: Nil
ii) Non-Executive Directors & Independent Directors: NonExecutive Directors and Independent Directors were paid remuneration by way of sitting fees for attending Board Meetings.
iii) Key Managerial Personnel: Details of remuneration paid Chief Financial Officer of the Company has been furnished in the Annexure I. Form MGT-9 which forms part of the Boards' Report.
5. Stakeholders Relationship Committee:
The Committee approves transfer, transmission, issue of duplicate Debenture Certificates and Sub-ordinated Debts, review and redress shareholders grievances/complaints on matters relating to transfer of shares, debentures, subordinated debts, non-receipt of Balance Sheet, non-receipt of Dividend warrants, etc. The Committee met 4 times during the year under report.
The Composition of Shareholders'/Investors Grievance Committee and attendance of the members in the meeting is given below:
6. Disclosures :
National Stock Exchange suspended trading in equity shares of the company w.e.f. 27th June, 2002 for non-submission of the Board Meeting notices for the quarters ended 30th September, 2000, 31st December, 2000 and 31st March, 2001 and non-submission of Limited Review Report for the half-year ended 31 st December, 2000. The lapse was due to restructuring the operation of the Company during the relevant period, due to which the exact impact of the reorganization could not be crystallized as on the reporting date. we had however, requested National Stock Exchange to condone the lapses and revoke the suspension which is still pending.
None of the transactions with the directors or their relatives, management personnel and / or subsidiaries conflicts with the interest of the Company. Attention of the members is drawn to the disclosure of transaction with related parties set out in Notes to Financial Statements forming part of the Annual Report.
All related party transactions are entered into, on arms length basis and are only intended to further the interests of the Company.
8. Means of Communication:
a) Quarterly/Half yearly Financial Results of the Company are forwarded to National Stock Exchange and are made available on the Company's website and also published in News Papers in terms of Clause 41 of the Listing Agreement. b) Company has not made any presentations to any Institutional Investors / Analyst during the year.
Management Discussion and Analysis Report: Review of Operations:
The present activity of the company is restricted to recovery of overdues of Hire Purchase Installments/Lease Installments, Loans and other dues and repayment of balance of Public Liabilities as per the Scheme of Arrangement sanctioned by the Hon'ble High Court of Karnataka.
In order to generate some income to partly meet the establishment expenses, the Company has been engaged as Corporate Agent for Life and General Insurance Companies. The Company has also taken up distributorship of Sistema Shyam Teleservices Ltd. for their MTS mobile phones, dealership of Videocon & Intex brand handsets etc. and accessories at Coimbatore and Salem areas in the State of Tamilnadu.
During the year under review, the Company recovered/ realised an amount of Rs.256.48 Lakhs from various sources such as Recovery of Bad and Doubtful Debts, Demerger Receivables from Manipal Properties Ltd. The figure also include fee based income earned from other activities like service charges under Insurance Agency and Telecom Franchise, Dividend Income and rental income.
Payment of Public Liabilities:
The Final installment payable under the Scheme of Arrangement was on 30th June, 2010. Inspite of sending letters, reminders to various investors, 10,515 investors have not surrendered the original certificates of investments to take back their investment and interest. Further some of the investors have not either presented the cheque issued in their favour in settlement of their dues or the instruments were lost in transit. The aggregate amount of investments still lying with the Company is Rs.294 Lakhs. In addition, interest payable to the investors as per the Scheme of Arrangement upto 15th July, 2002 amounting to Rs.285 Lakhs has not yet been claimed by the investors as they are required to claim by producing original investment certificates. Arrangements are in place to pay the claims received from investors as and when the original investment certificates lodged by such investors.
Transfer of Unclaimed Public Liabilities to Investors Education & Protection Fund (IEPF) formed by the Govt. of India, u/s 205 (C) of the Companies Act, 1956.
The public liabilities which were not claimed by the investors as on 31st March, 2015 pertaining to Installment of category I of the Scheme, i.e. Face value of investment of less than Rs.10,000 was Rs.Nil. However unclaimed/unencashed cheques amounting to Rs.1,58,395/- remaining unpaid has been remitted to IEPF. The Company has sent individual letters to all the investors to claim their investment/interest by tendering the original certificates failing which the company will be compelled to remit the same to IEPF by 31st July, 2015.
Discussion on Financial Performance:
The discussion on financial performance and future business plan of the Company is covered in the Director's Report.
Human Resource Development:
There has been no material development on the Human Resources front. The number of people employed as on 31st March, 2015 was 41 as against the previous year's figure of 55.
a) Annual General Meeting : 44th Annual General Meeting
Day & Date : Monday, 28th day of September, 2015
Time : 4.00 p.m.
Venue : Rotary Hall, Ananth Nagar Manipal – 576 104, Udupi District
b) Financial Calendar : 1st April to 31st March
c) Date of Book Closure : 25-09-2015 to 28-09-2015 (both days inclusive)
d) Dividend : No Dividend has been recommended by the Board of Directors for the year ended 31st March, 2015.
e) Registered Office : Syndicate House, Manipal – 576 104.
f) Listing on Stock Exchanges : The equity shares are listed on National Stock Exchange of India Ltd.
Note: Annual Listing Fee has been paid upto date.
g) a) Stock Code : ICDS LTD. EQ. (NSE)
b) Dematerialization of Shares : ISIN No. INE 613B01010
c) Email : firstname.lastname@example.org
d) Website : www.nseindia.com
As on 31st March, 2015, 84,70,373 No. Equity Shares forming 65.02% of the share capital of the Company stands dematerialized (Previous Year: 84,30,581 No. equity shares forming 64.72%).
i) Registrar and Share Transfer Agent for Physical and Demat Shares:
Cameo Corporate Services Ltd. Subramanian Building No.1, Club House Road Chennai - 600 002 Phone : (044-28460390) Email : email@example.com
j) Share Transfer System:
As directed by SEBI, Company has appointed Cameo Corporate Services Ltd., V Floor, Subramanian Building, No.1 Club House Road, Chennai - 600 002, as Registrar and Share Transfer Agent under demat and physical form effective March, 2003. Till this date Share Transfers etc., were done in-house once in two weeks. The shareholders/investor's Grievance Committee approves all share transfer and transmission upon its receipt from the Registrars
Plant Locations: NIL
m) Company's Website : www.icdslimited.com
n) Address for Investor's Correspondence:
Regd. Office: Syndicate House, MANIPAL - 576 104 Phone: (0820) 2701500 Email: firstname.lastname@example.org