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International Constructions Ltd

BSE Code : 535096 | NSE Symbol : SUBCAPCITY | ISIN:INE845C01016| SECTOR : Construction |

NSE BSE
 
SMC up arrow

23.15

0.40 (1.76%) Volume 280564

30-Nov-2021 EOD

Prev. Close

22.75

Open Price

22.75

Bid Price (QTY)

0.00(0)

Offer Price (QTY)

0.00(0)

 

Today’s High/Low 23.15 - 22.75

52 wk High/Low 26.35 - 14.70

Key Stats

MARKET CAP (RS CR) 8.4
P/E 5.58
BOOK VALUE (RS) 33.1881543
DIV (%) 0
MARKET LOT 0
EPS (TTM) 4.15
PRICE/BOOK 0.697538036937474
DIV YIELD.(%) 0
FACE VALUE (RS) 10
DELIVERABLES (%) 100
4

News & Announcements

15-Nov-2021

International Constructions Ltd - International Constructions Limited - Financial Results Updates

14-Nov-2021

International Constructions reports consolidated net loss of Rs 0.49 crore in the September 2021 quarter

12-Nov-2021

International Constructions Ltd - International Constructions Limited - Outcome of Board Meeting

14-Oct-2021

International Constructions Ltd - International Constructions Limited - Other General Purpose

13-Sep-2021

International Constructions schedules AGM

02-Feb-2021

International Constructions to table results

12-Feb-2020

International Constructions to conduct board meeting

01-Aug-2019

International Constructions AGM scheduled

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

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Share Holding

Category No. of shares Percentage
Total Foreign 0 0.00
Total Institutions 0 0.00
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 436072 12.00
Total Promoters 2725470 75.00
Total Public & others 472418 13.00
Total 3633960 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About International Constructions Ltd

International Constructions Limited was incorporated in August 01, 1983. The company is involved into the business of job work contracts and investments in securities. During the year 2013, ADD Technologies (India) Limited (Formerly known as SPML Technologies Limited) continues to be the subsidiary of the Company. During the year 2016-17, the company has given a loan of Rs 7.42 crores. In FY 2017-18, the company made investments in securities worth Rs 16.25 crores. During the year 2017-18, the company has given a loan of Rs 4.84 crores. In FY 2017-18, the company made investments in securities worth Rs 16.86 crores. During the year 2018-19, the company has given a loan of Rs 4.36 crores. During FY 2018-19, the company has given a guarantee of Rs 10 crores in favor of Bankers on behalf of its subsidiary, ADD Technologies (India) Limited. In FY 2018-19, the company made investments in securities worth Rs 18.92 crores.

International Constructions Ltd Chairman Speech

International Constructions Ltd Company History

International Constructions Limited was incorporated in August 01, 1983. The company is involved into the business of job work contracts and investments in securities. During the year 2013, ADD Technologies (India) Limited (Formerly known as SPML Technologies Limited) continues to be the subsidiary of the Company. During the year 2016-17, the company has given a loan of Rs 7.42 crores. In FY 2017-18, the company made investments in securities worth Rs 16.25 crores. During the year 2017-18, the company has given a loan of Rs 4.84 crores. In FY 2017-18, the company made investments in securities worth Rs 16.86 crores. During the year 2018-19, the company has given a loan of Rs 4.36 crores. During FY 2018-19, the company has given a guarantee of Rs 10 crores in favor of Bankers on behalf of its subsidiary, ADD Technologies (India) Limited. In FY 2018-19, the company made investments in securities worth Rs 18.92 crores.

International Constructions Ltd Directors Reports

To

The Members

Your Directors have pleasure in presenting their Thirty Seventh Annual Report and Audited statement of accounts of the Company for the year ended 31st March 2020.

1. FINANCIAL SUMMARY /HIGHLIGHTS, OPERATIONS, STATE OF COMPANY'S

AFFAIRS

FINANCIAL SUMMARY/HIGHLIGHTS

(Rs. In ‘000')

Particulars For the year ended 31.03.2020 For the year ended 31.03.2019
Gross Revenue 12,234.80 17,652.81
Expenditure 19,927.62 16,812.59
Profit Before Tax (7,692.82) 840.22
Less: Tax Expense (3,083.48 ) 79.84
Profit /(Loss)After Tax (4,609.34) 760.38
Other Comprehensive Income (16,255.43) (44,115.82)
Total Comprehensive Income (20,864.78) (43,355.44)

OPERATIONS, STATE OF COMPANY'S AFFAIRS

During the year under review, Company suffered a loss of Rs. 2.09 Cr. as above due to fair value measurement of all the investments of the Company as required by law and also with the fact that the revenue of the Company reduced to Rs. 1.22 Cr. for the year against Rs. 1.77 Cr. in the previous year. However the Management is very positive and looking forward for better performance in future.

• After all submissions and follow ups with National Stock Exchange (NSE), the suspension of trading of shares of the company on NSE was revoked by NSE vide its order no. NSE/CML/58258 dated 6.7.2018 and the shares of the company are being trading since then.

• After the above the company approached SEBI for revoking its earlier orders passed against the company, promoters and directors of the Company for the non-compliance of Minimum Public Shareholding (MPS) and got its Order No. WTM/GM.CFD/7/2019-20 dated 24.5.19.

• Company have been issued an adjudication order No. Order/MC/VS/2019-20/6229 dated 24.12.2019 by the Adjudicating officer of SEBI against Show Cause Notice

dated September 19, 2019 under Rule 4(1) of the Securities contracts (Regulation) (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating officer) Rules, 2005 in the matter of Compliance for Minimum Public Shareholding not in time.

• After submitting all the required documents for the revocation on suspension of trading of shares of the company on Calcutta Stock Exchange (CSE), the suspension has been revoked and Shares of the Company admitted for dealing w.e.f 23.07.2019 vide CSE Ref. No. CSE/LD/14749/2019 dated 22.07.2019.

• Subsequent to the revocation of suspension of dealing as above, Company has applied for the Voluntary Delisting of Shares of the Company from CSE and got delisted its Shares from The Calcutta Stock Exchange Ltd. (CSE) w.e.f. 16th September, 2019 vide CSE Ref. No. CSE/LD/14807/2019 dated 13.09.2019. The equity shares of the Company shall continue to be listed on the National Stock Exchange Limited (NSE).

Having started the trading of shares of the Company on NSE, the Company is hopeful to expand its present activities and to explore diversification possibilities by generating more funds for the said purposes and to look for good prospects for the Company from the ensuing year.

IMPACT OF THE COVID-19 PANDEMIC ON THE BUSINESS

The Company's operations at its registered office were closed from March 24, 2020 due to the lockdown which impacted its operations during April and May' 2020. The Company continued to incur all fixed costs and other expenses. Operations commenced in a phased manner from May 11, 2020 with a small portion of the workforce, adhering to the safety norms prescribed by Government of India.

However, the Company will keep monitoring the future impact of COVID-19 pandemic on its operations, profitability, liquidity position & demand for its services etc. and its management are confident to manage the crisis and optimistic that the business situation is expected to evolve over a period of time.

SHARE CAPITAL

During the year under review, there was no change in the Authorised, issued, subscribed and Paid-up capital of the Company.

The present Authorised Capital of the Company is Rs. 10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore) Equity Shares.

The paid-up Equity Share Capital of the Company as on March 31, 2020 stands at Rs. 3,63,39,600/- (Three Crores Sixty Three Lakh Thirty Nine Thousand Six Hundred only) divided into 36,33,960 (Thirty Six Lakh Thirty Three Thousand Nine Hundred and Sixty) equity shares of Rs. 10/- each.

During the year under review, the Company has not issued shares, debentures, bonds convertible securities or non-convertible securities, shares with differential voting rights nor has granted any stock options or sweat equity or warrants, also not made any Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.

2. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for investments in Subsidiaries & Associates, your Directors provide the Audited consolidated financial statements for the financial year ended 31st March, 2020 forming part of the Annual Report and Accounts.

3. DIVIDEND / CARRY FORWARD TO RESERVES:

Your Directors do not recommend any dividend for the year as the Company reported loss for the year under review. Current year loss is added to the ‘retained earnings' and shown under the heading ‘Other Equity'.

4. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

PARTICULARS OF ENERGY CONSERVATION

i The steps taken or impact on conservation of energy; Energy conservation dictates how efficiently a company can conduct its operations. Considering the nature of the business of the Company, there are no particulars to be disclosed relating to the Conservation of Energy as required u/s 134(3)(m) of the Companies Act 2013 read with relevant Rule 8(3) of the Companies (Accounts) Rules, 2014, during the year under review
ii The steps taken by the company for utilizing alternate sources of energy; Considering the nature of the business of the Company, no step is required to be taken by the Company for utilizing alternate sources of energy.
iii The capital investment on energy conservation equipment's; During year under review, the Company had not made any investment on the energy conservation equipment's as the same were not warranted.

5. PARTICULARS OF TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT

i. The efforts made towards technology absorption;- Nil

ii. The benefits derived like product improvement, cost reduction, product - Nil development or import substitution;- Nil

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

(a) the details of technology imported NIL
(b) the year of import; NIL
(c) whether the technology been fully absorbed NIL
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof NIL

6. PARTICULARS OF FOREIGN EXCHANGE EARNINGS & OUTGO

Foreign Exchange Earnings- Nil Foreign Exchange Outgo - Nil

7. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors hereunder state that for the year under review;

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and loss of the company for that period;

(c) the directors had 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 directors had prepared the annual accounts on a going concern basis;

(e) 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.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company except with the fact that the COVID-19 pandemic outbreak has affected almost

every country throughout the world, including India, which led to nationwide lockdown from March 24, 2020.

The Company's registered office remained closed during the lockdown and partially re-opened w.e.f. May 11, 2020, which impacted its operations during April and June' 2020.

The situation remains fluid as the duration and scope of COVID-19 continues to evolve. The Company continued to incur all fixed costs and other expenses.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY U/s 186 DURING THE YEAR UNDER REVIEW:

The details of Loans / Guarantee given and investment as on 31.03.2020 are as follows:

Loans given by the Company: Rs. 0.96 Crores /-

Guarantee given by the Company: Rs. 10.00 Crores in favour of Bankers on behalf of ADD Technologies (India) Limited

Investments made by the Company: Rs. 16.87 Crores/-

The details of the investments are given under Schedule 4 of Notes to Financial Statements in for the year ended 31/03/2020.

10. PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN 188(1) IN FORM AOC 2 OF COMPANIES (ACCOUNTS) RULES, 2014:

There are no Contracts/Arrangements with related parties referred to in Section 188(1) of Companies Act, 2013 and hence furnishing details in form AOC II does not arise.

11. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS U/s. 149(6) OF COMPANIES ACT, 2013:

The Company has received declarations from the Independent Directors namely Mr. Amitava Basu, and Mr. Rajesh Kandoi of the company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS U/s 178(3)

The Policy on Directors' appointment & remuneration including of KMP and other employees and the criteria for determining qualification, positive attributes, and independence of a

Director formulated by the Nomination and Remuneration Committee pursuant to Sec 178 (3) of the Companies Act, 2013 is annexed to this Board Report. (Annexure-1)

13. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has adequate Risk Management Policy during the year under review.

14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility (CSR) initiatives as the provisions for the said CSR are not applicable to it for the year under review.

15. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the company during the financial year ended March 31, 2020.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 (6) of the Companies Act 2013 & the Rules framed thereunder and the applicable provisions of the Articles of Association of the Company, Mrs. Priti Devi Sethi (DIN: 00635846), Director of the Company retires by rotation at the forthcoming AGM and, being eligible, offers herself for re-appointment

Re-appointment of Mr. Amitava Basu (03335477) as an Independent Director, not liable to retire by rotation, (whose tenure will end in ensuing AGM) for a second term pursuant to applicable provisions of the Act read with the Rules issued thereunder and Listing Regulations. The appointment was based on outcome of performance evaluation exercise, experience and contributions made by Mr. Amitava Basu in his previous tenure.

Mr. Rajesh Kandoi (07434686) appointed as an Independent Director of the Company, as recommended by Nomination and Remuneration Committee and Board of Directors, at their meeting held on 25.7.19 to hold office for a period of five years w.e.f. 11.09.2019, who shall not be liable to retire by rotation in accordance with the provisions of the Companies Act, 2013.

Pursuant to provisions of Section 196, 197 and 198 read with Schedule V and other applicable provisions of the Companies Act, 2013 the Shareholders of the Company at their ExtraOrdinary General Meeting held on November 15, 2017 appointed Mr. Anil Kumar Sethi (DIN: 00035800) as the Managing Director of the Company for a term of 3 consecutive years with effect from 15st November, 2017, not liable to retire by rotation, which term is expiring on 14th November, 2020. Therefore, the Board of Directors, based on the recommendation of the Nomination & Remuneration Committee, re-appointed Mr. Anil Kumar Sethi (00035800) as Managing Director of the Company not liable to retire by rotation for another term of 3 years with effect from 15th November, 2020, subject to the approval of Shareholders in the ensuing Annual General Meeting.

Mr. S. Nakkiran has resigned from the post of AGM & Company Secretary of the Company w.e.f. 31st March, 2020 and Mr. Nitesh Kumar Jain (ACS - 54402), an Associate Member of Institute of Company Secretaries of India appointed as Company Secretary and Compliance officer of The Company w.e.f. 3rd April, 2020.

Mr. Om Prakash Sharma is Chief Financial Officer in the Company after his redesignation from Chief Executive Officer on 05.04.2019.

17. BOARD EVALUATION

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

18. DEPOSITS:

The Company has not accepted any deposits during the year under review within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

19. INTERNAL FINANCIAL CONTROL

Our Company has laid down internal financial controls and that such internal financial controls were adequate and was operating effectively during the year under review.

20. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR UNDER REVIEW:

There were Eleven (11) Board meetings held during the year under review as below:

Sr. No Date of Board Meeting
1. 05.04.2019
2. 29.05.2019
3. 06.07.2019
4. 25.07.2019
5. 12.08.2019
6. 13.08.2019
7. 13.09.2019
8. 13.11.2019
9. 11.02.2020
10. 05.03.2020
11. 31.03.2020

• INDEPENDENT DIRECTORS MEETINGS:

Pursuant to the requirements of Schedule IV of the Companies Act, 2013 and as in terms of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate meeting of independent directors of the Company has been convened on 11th February, 2020 during the financial year 2019-20 to review the matters as laid down in the aforesaid Schedule and Regulations.

• BOARD COMMITTEES:

i. AUDIT COMMITTEE

As required under Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and disclosure Requirements) regulations, 2015, your Company has a competent Audit Committee consisting of majority of Independent Directors as its members. The members of Audit Committee are:-

Sl.No Name of the Director Designation Independent /Non- Independent No of meetings attended
1 Mr. Raj esh Kandoi Chairman Independent 4
2 Mr. Anil Kumar Sethi Managing Director Non Independent 4
3 Mr. Amitava Basu Member Independent 4

ii. NOMINATION AND REMUNERATION COMMITTEE

As required under Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligation and disclosure Requirements) regulations, 2015, your Company has a competent Nomination and Remuneration Committee consisting of 50% of Independent Directors as its members. The members of Nomination and Remuneration Committee are:

Sl. No Name of the Director Designation Independent /Non- Independent

No of meetings attended

1 Mr. Raj esh Kandoi Chairman Independent 1
2 Mr. Anil Kumar Sethi Managing Director Non Independent 1
3 Mr. Amitava Basu Member Independent 1

21. SHAREHOLDERS MEETINGS:

There was only one (1) annual general meeting of shareholders was held on 11th September, 2019.

22. DETAILS ABOUT THE HOLDING / SUBSIDIARY / ASSOCIATE COMPANY:

Company does not have any Holding Company. Details of Subsidiary and Associate Companies are given as below:

Sl. No Name of the company CIN/GLN Holding/ Subsidiary / Associate
1 ADD REALTY LIMITED U70101KA2007PLC042211 SUBSIDIARY COMPANY
2 ADD INDUSTRIAL PARK (TAMIL NADU) LIMITED U45209KA2007PLC133412 SUBSIDIARY COMPANY
3 ADD ELCINA ELECTRONICS PVT LTD U31401KA2015PTC080857 SUBSIDIARY COMPANY
4 RATNATRAY MEGA FOOD PARK PRIVATE LIMITED U74990WB2014PTC199885 SUBSIDIARY COMPANY
5 SPM ENGINEERS LIMITED L29120WB1984PLC066611 ASSOCIATE COMPANY
6 DELHI WASTE MANAGEMENT LIMITED U74999KA2005PLC130126 ASSOCIATE COMPANY

The details for the Subsidiary and Associate Companies in Form AOC-I is forming part of the financial statement as Annexure-2.

23. AUDITORS AND AUDITORS' REPORT

> STATUTORY AUDITORS AND AUDITOR'S REPORT:

The General Body, with due recommendation of the Audit Committee and Board of Directors, pursuant to Section 139 & 142 of the Companies Act, 2013, appointed on 27.09.2018 M/s G L Kothari & Co, Chartered Accountants Bangalore (Firm Registration No. 001445S) as statutory auditors of the Company for a period of 5 years from the close of 35th Annual General Meeting (AGM) till the conclusion of the 40th Annual General Meeting (AGM) subject to ratification by members every year. As per The Companies (Amendment) Act, 2017 dated 03.01.2017 no such annual ratification is required w.e.f 07.05.2018.

Members may take note of the above.

The notes on accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

? STATUTORY AUDITORS QUALIFICATION/REMARKS IN AUDITORS REPORTS (IF ANY):

There are no qualification/adverse remarks given by the auditors in their report given for the year ended 31/03/2020 relating to both standalone and consolidated Balance Sheets.

> SECRETARIAL AUDITORS AND AUDITOR'S REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. NAVNEET JHUNJHUNWALA & ASSOCIATES, Practicing Company Secretaries, Kolkata, having Certificate of Practice No 5184 and Membership No. FCS 6397 of ICSI as Secretarial Auditor of the Company to conducts the Secretarial Audit for the Financial Year 2019-20.

The Secretarial Audit Report as received from M/s. Navneet Jhunjhunwala & Associates is appended to this Report as Annexure 3

? QUALIFICATION/ADVERSE REMARK BY THE COMPANY SECRETARY IN PRACTICE IN HIS SECRETARIAL AUDIT REPORT (IF ANY):

The Secretarial Audit Report is self-explanatory. The Secretarial Auditor's Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

> INTERNAL AUDITOR AND THEIR REPORT:

Pursuant to the provision of Section 138 of the Companies Act, 2013 has mandated the appointment of Internal Auditor in the Company. Accordingly, the Board has appointed M/s. KSMJ & Associates, Chartered Accountant, as Internal Auditors to conduct Internal Audit for the financial year 2019-20. During the year under review, M/s. KSMJ & Associates, Internal Auditor's had submitted their Report for the financial year 2019-20 for various quarters/period to the Audit Committee for its review and necessary action.

? Internal Auditors Observations

Internal Audit Report was self-explanatory and need no comments.

> COST AUDITOR:

The Provision relating to maintaining of Coat record and conducting of cost audit are not applicable to the company. Under section 148 (1) of the companies act, 2013.

24. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there are no unpaid/unclaimed Dividends declared and paid yester years, the provisions of Section 125 of the Companies Act, 2013 does not apply for the Company during the year under review.

25. DETAILS IN RESPECT OF FRAUD REPORTED BY THE AUDITOR U/s 143(12) OF COMPANIES ACT, 2013:

There are no frauds reported by the Auditor U/s. 143(12) of Companies Act, 2013 during the year under review.

26. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return made upto 31/03/2020 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure 6 which is attached to this Boards' Report. The said details, pursuant to section 134 (3) (a), are also available on the website of the company www.inltd.co.in.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Disclosure under the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 does not arise as the Company has no woman employees except one woman Director.

28. STATEMENT INDICATING THE MANNER TN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF THE PERFORMANCE OF THE COMPANYAND THAT OF ITS COMMITTEES AND THE DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees.

29. CORPORATE GOVERNANCE:

Since, the paid- up capital of the Company is less than 10 Crores and Net worth is less than 25 Crores, the provisions of the Corporate Governance as stipulated under Regulation 15 (2) of SEBI (Listing and Obligations and Disclosures Requirements) Regulations, 2015, are not applicable to the Company. Therefore, the Company is not required to comply with requirement of reporting on the Corporate Governance. However, Company emphasizes on the broad principles of Corporate Governance. Company's pursuit towards achieving good governance is an ongoing process.

30. PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in "Annexure - 4" of this Report.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING GOING CONCERNSTATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by regulators or courts or tribunals impacting going concern status and company's operations in future.

32. COMPLIANCE:

The Company has complied and continues to comply with all the applicable regulations, circulars and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securities and Exchange Board of India (SEBI) etc.

The Company has complied with all applicable provisions of Companies Act, 2013, Listing Agreement executed with the Stock Exchanges, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable rules/regulations/guidelines issued from time to time.

33. COMPLIANCE WITH SECRETARIAL STANDARD OF ICSI

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

34. EMPLOYEES RELATIONS

| During the year under review the relations with the employees has been cordial. Your directors place on record their sincere appreciation for services rendered by the employees of the Company.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report has been appended separately, are forming part of this of this Report.

36. VIGIL MECHANISM:

As per the Regulation 15 of SEBI (Listing and Obligations and Disclosures Requirements) Regulations, 2015, the provision of Regulation 22 relating to Vigil Mechanism is not applicable to our Company with effect from 1st December 2015. However in line with the requirement u/s 177(9) & (10) of Companies Act 2013 read with the Companies (Meeting of the Board and its powers) Rules 2014, your company has adopted a Whistle Blower polices establishing vigil mechanism to provide a formal mechanism to Directors and employees to report genuine concerns. The policy provides for adequate safe guards against victimisation of persons who use such mechanism and also provide for direct access to the chairman of the Audit Committee in appropriate or exceptional cases. The functioning of the Vigil Mechanism is reviewed by the Audit Committee. It is hereby affirmed that no personnel of the company has been denied access to the Audit Committee. The Whistle Blower policy is available at Company's website at www.intltd.co.in.

APPRECIATION & ACKNOWLEDGEMENT:

The Board of Directors would like to express their sincere thanks to the Shareholders & Investors of the Company for the trust reposed on us over the past several years. Your Directors are highly grateful for all the guidance, support, assistance and co-operation received from the Banks, Departments of Central Government & State Governments, other Government Departments, Members, Esteemed Customers and Suppliers during the year under review. Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

By Order of the Board
For International Constructions Limited
sd/-xxx
Anil Kumar Sethi
Place: Bangalore Chairman & Managing Director
Date: 24.07.2019 (DIN NO: 00035800)

   

International Constructions Ltd Company Background

Amitava BasuANIL KUMAR SETHI
Incorporation Year1988
Registered OfficeGolden Enclave Corporate Block,Tower B1 5 Th Floor Old Airpor
Bangalore,Karnataka-560017
Telephone91-80-49411700,Managing Director
Fax
Company SecretaryNitesh Jain
AuditorG L Kothari & Co
Face Value10
Market Lot0
ListingKolkata,NSE,
RegistrarNiche Technologies Pvt Ltd
D-511 Bagree Market,5th Floor,71 B R B Basu Road,Kolkata - 700001

International Constructions Ltd Company Management

Director NameDirector DesignationYear
ANIL KUMAR SETHIManaging Director2019
Priti Devi SethiDirector2019
Amitava BasuChairman & Independent Directo2019
Rajesh KandoiAddtnl Non-Executive Director2019

International Constructions Ltd Listing Information

International Constructions Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Sales NA 0001.4473
Dividend Rs.0000
Interest Rs.0000

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