INDO RAMA SYNTHETICS

500207
End-of-day quote. End-of-day quote  - 04/19
36.75INR -4.92%

Indo Rama Synthetics India : 34th AGM Notice and Annual Report 2019-20 31-July-2020

08/01/2020 | 02:01am

Annual Report

Synthetics (India) Limited

2019-20

Standing strong through challenges

84-187

Financial Statements

Standalone Accounts

84

Consolidated Accounts

138

Online Report www.indoramaindia.com

In this Annual Report, we have disclosed forward-looking information to enable investors to comprehend our prospects and take investment decisions. This Report and other statements-written and oral-that we periodically make contain forward- looking statements that set out anticipated results based on the Management's plans and assumptions. We have tried wherever possible to identify such statements by using words such as 'anticipate', 'estimate', 'expects', 'projects', 'intends', 'plans', 'believes', and words of similar substance in connection with any discussion of future performance.

We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in our assumptions. The achievements of results are subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should bear this in mind. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

Corporate Information

Board of Directors

Om Prakash Lohia

Chairman and Managing Director

Vishal Lohia

Whole-time Director

M. N. Sudhindra Rao

Executive Director

Udeypaul Singh Gill

Non-executiveNon-Independent Director

Dr Arvind Pandalai

Non-executive Independent Director

Suman Jyoti Khaitan

Non-executive Independent Director

Ranjana Agarwal

Non-executive Independent Director

Ashok Kumar Ladha

Non-executive Independent Director

(upto November 25, 2019)

Dhanendra Kumar

Non-executive Independent Director

(w.e.f. February 14, 2020)

Corporate Executives

M. N. Sudhindra Rao

Chief Executive Officer

Umesh Kumar Agrawal

Chief Commercial and Financial Officer

Susheel Kumar Mehrotra

Chief Financial Officer

Pawan Kumar Thakur

Company Secretary

Auditors

Walker Chandiok & Co LLP

Bankers

Standard Chartered Bank

The Hongkong and Shanghai Banking Corporation Ltd.

Australia and New Zealand

Banking Group Limited

Sumitomo Mitsui Banking Corporation

IKB Deutsche Industriebank AG

Our Identity

Incorporated in 1986, we, at Indo Rama Synthetics (India) Ltd., have emerged as one of the largest dedicated polyester manufacturers in India. With nearly three decades of market presence, we are one of the country's most cost-efficient polyester producers. Our investments in innovation and capacity expansion allow us to integrate value for our large customer base.

We have an integrated production facility in Butibori, near Nagpur, Maharashtra. We believe polyester will be the 'fibre of future', which encouraged us to foray into this business with confidence. Our well-defined quality and process management systems have enabled us to enjoy global presence.

Our Mission

To be the preferred polyester business partner by focusing on customer delight and innovation to attain sustainable growth

Relevant Facts

30+

45

Years of robust industry expertise

Countries across five continents

and experience

mark our presence

610,050 TPA

Cumulative production capacity at our Butibori plant

1,400+

Members in Team Indo Rama

2 Indo Rama Synthetics (India) Limited

Standing strong through challenges

OUR OFFERINGS

  • Polyester Staple Fibre (PSF) 2,63,550 TPA
  • Polyester Filament Yarn (PFY) 2,59,000 TPA
  • Draw Texturised Yarn (DTY) 1,38,946 TPA
  • Polyester Chips 87,500 TPA
  • Power 71.08 MW

WIDE-RANGING PRODUCT APPLICATIONS

  • Apparel & Sportswear
  • Home Furnishing & Textiles
  • Hygiene & Non-woven
  • Automotive

OUR TECHNOLOGY

ALLIANCES

Our global technology partners enable us to consistently improve our capacities and make the most of emerging opportunities. These partners include:

  • Chemtex Intl. Inc., USA
  • Oerlikon Barmag, Germany
  • Zimmer AG, Germany
  • Autefa, Germany
  • LTG Ameliorair, France
  • Bertrams, Switzerland
  • LVD, Belgium
  • Wartsila Diesel, Finland
  • Foxboro Invensys, Singapore
  • Teijin Seiki, Japan
  • Toyobo, Japan

Overview Corporate

Reports Statutory

Statements Financial

OUR KEY RAW

MATERIALS

The primary raw materials needed for polyester production are Purified Terephthalic Acid (PTA) and Mono Ethylene Glycol (MEG). Both PTA and MEG are petrochemical derivatives, making the industry sensitive to crude oil prices

OUR ACCREDITATIONS

Our commitment to quality, occupational safety, health and environment management has helped us achieve major certifications like:

  • ISO-9001:2008for Quality Management System (QMS) for ensuring stringent quality protocol
  • ISO-14001:2004Certification for globally benchmarked Environment Management System (EMS)
  • OEKO Tex Certification for meeting Human and Ecological requirements
  • REACH - Substance of Very High Concern (SVHC) for human health and environment safety
  • ISO 45001:2018 for occupational health and safety

Our Awards and Accolades

Conferred the Energy Conservation Award in the petrochemical sector by the Maharashtra State Energy Development Agency (MEDA) for FY 2015-16

Received the Highest Exporter and Highest Importer award in Central India from M/s Container Corporation of India Ltd.

Annual Report 2019-20

3

Chairman and

Managing

Director's Message

Dear Stakeholders,

'Atmanirbhar Bharat' is much more than a clarion call to ensure the success of 'Make in India'. It stands as a pledge by Indians to support the Government of India's goal of crafting a US$5-trillion economy by 2025.

I am glad that we are a cog in the wheel of this nation-building journey that will bring prosperity across the country. Among the fastest growing economies of the world, India-the youngest nation, demographically, is on the verge of becoming an economic powerhouse with a commanding presence.

An impaired global economy

FY 2019-20 carried forward the challenges to economic growth observed during the latter part of FY 2018-19. During the year under review, several factors like the US-China trade tiff, a no-deal Brexit on the cards and others gave rise to protectionist policies among major economies. This eroded investor confidence, concurrently impacting international trade.

Towards the middle of the financial year, green shoots of recovery were observed. This was primarily due to focused monetary policies from central banks of major economies and improved investor sentiments due to progress made in the US-China trade talks and Brexit deal.

However, global economic activity was brought to a standstill by the COVID-19 pandemic transcending borders. To contain the spread of this deadly virus, most nations, including India promptly declared a lockdown, halting all non-essential economic activities.

According to the International Monetary Fund's (IMF's) April 2020 predictions, the global economy is to contract by 3% and is likely to experience its worst recession since the Great Depression of 1930s as a result of COVID-induced lockdowns. Nevertheless, the IMF also forecasts a 'V' shaped recovery for the world economy during FY 2020-21 with a 5.8% growth rate, in a baseline scenario where the pandemic recedes in the second half of 2020.

Atmanirbhar Bharat: The cornerstone of a five-trillion-dollar economy

India responded to the threat of the pandemic with pre-emptive, proactive and graded initiatives, prioritising the lives of its citizens. The Government of India undertook a

slew of measures to limit the economic fallout of the nation-wide lockdown. This includes a ` 1.7 trillion relief package, equivalent to 1% of the country's GDP, especially directed towards citizens suffering due to loss of livelihoods.

As a result, the IMF expects India to record a growth of 1.9% during FY 2019-20 and 7.4% in the next financial year with the baseline scenario in place.

The government has also announced a special package worth ` 20 trillion, which is 10% of India's GDP to remain on course towards its ambitious target of crafting a US$5-trillion economy by 2025.

India remains an attractive investment and manufacturing destination for investors from across the world on the back of its young demography, rapidly urbanising population, robust consumption demand and a development- focused government.

Despite this factor, FY 2019-20 began on a muted tone for India. This was primarily due to weak rural income, decline in domestic demand and liquidity crunch in the capital markets. Moreover, subdued global exports led to a decrease in capacity utilisation and clogged fresh investments.

The Government of India stepped in with agility to offset these market conditions and infuse positivity in the economy. It reduced corporate tax rates, offered credit guarantee for Non-Banking Financial Institution (NBFCs) and facilitated the Reserve Bank of India's (RBI) interest rate cut to inject significant liquidity into the economy.

4 Indo Rama Synthetics (India) Limited

Standing strong through challenges

India's focused approach to bolster growth and strong fundamentals has led international investors and businesses to view India as a viable option for relocating their manufacturing base from China and other neighbouring countries. With the government's focus on developing India as the investment and manufacturing destination for the world, the 'Make in India' programme is slated to receive a significant boost and propel India to become atmanirbhar

- self-reliant.

A shift in the business paradigm

The Government of India has undertaken several measures to bolster India's textile industry. A major step in this regard was the abolition of anti-dumping duty on Purified Terephthalic Acid (PTA), a critical input for the manufacture of textile fibres and yarns. At Indo Rama, we welcome this decision as PTA is one of our key raw materials.

Additionally, the government aims to grow the country's technical textile industry to US$ 27.72 billion by FY 2020-21 and therefore has undertaken various steps, including:

  • Assigned 207 Harmonised System Nomenclature (HSN) for the industry
  • Allocated US$ 100.15 million for the Amended Technology Upgradation Fund Scheme (ATUFS)

ATUFS is a credit-linked capital investment subsidy and will facilitate investment in the textile industry and indirectly promote finance in textile machinery manufacturing.

The government is also looking to bridge the skill gap in the industry and has approved a new skill development Scheme for Capacity Building in the Textile Sector (SCBTS)-with an outlay of US$ 202.9 million from FY 2017-18 to FY 2019-20.

Driving with determination

During the year, Company registered revenues from its operations worth ` 2,122 crore as against ` 1,695 crore previous year, registering a growth of more than 25% with positive EBIDATA of ` 0.7 crore as against EBIDTA loss of

  • 88.6 crore in the previous year.

We are working on enhanced capacity utilisation with better quality product and a satisfied customer base to make the operations profitable. With technical, financial and operational support from Indorama Ventures Public Limited Company (IVL), a co-promoter and a leader in man-made fibre segment, the Company is targeting to achieve capacity utilisation of more than 60% during FY 2020-21, with various cost-efficiency initiatives as compared to 42% in FY 2019-20.

At Indo Rama, the safety of our people is an absolute priority; and we proved it again during the COVID-19 crisis. During the national lockdown announced by the Government of India, we closed our operations and resumed on

June 9, 2020 in a phased manner, adhering to all government guidelines for social distancing, hand hygiene and people safety and health. We have conducted regular awareness

programme for our frontline employees, contract employees and family members of employees residing in colonies.

We formulated SOP for any outsider entering the factory premises and displayed boards of Dos and Don'ts at various locations at the plant premise.

Value creation for all

We offer our people a conducive and meritocratic work culture that helps sharpen their skills. Transparency and knowledge sharing among our people promotes collaboration and camaraderie in the Indo Rama team.

As a responsible corporate citizen, we engage in community development activities and support education for 1,200 students in Ira International School. In addition, we enable skill training, collaborating with ITI Nagpur and ITI Butibori. We also organise free health check-up and eye camps in and around our plant and help local authorities in driving pulse polio immunisation programmes.

We are cognisant of the impact our operations have on the environment. Hence, we adopt several measures for ecological balance in and around production facilities. We have a captive power plant (CPP), complete with coal-based thermal power of 40 MW capacity and 31.08 MW FO-based DG capacity. It is sufficient to meet our power requirement, still we opted to avail power from state grid from 11th June 2020. This will help in reducing carbon emission and will also help our operations due to reduced cost of power in view of state government subsidies.

Our unwavering focus on effective energy utilisation helps to continuously pursue improvements in energy performance and efficiency.

We also focus on water conservation with a focused approach towards reduce, reuse, recycle, recover and rethink alternate solutions. As a result, we have successfully decreased our specific water consumption in the

last few years.

Going forward

Market opportunities beckon us to pursue growth. We are geared up with a customer-focused and value-driven approach to enhance our product quality, people engagement and safety measures as we give back to the society.

On behalf of the Board and our Indo Rama team, I thank everyone of you for your continued trust and support. We are confident of turning the tide of our business soon with your constant encouragement.

Regards

Om Prakash Lohia

Chairman and Managing Director

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

5

Indo Rama Synthetics (India) Limited

CIN: L17124MH1986PLC166615

Regd. Office: A-31, MIDC Industrial Area, Butibori, Nagpur-441122, Maharashtra,

Tel. No.:+91-7104-663000-01 Fax No.: +91-7104-663200

E-Mail:investor-relations@indorama-ind.com Website: www.indoramaindia.com

Notice

NOTICE is hereby given that the 34th Annual General Meeting of the Members of Indo Rama Synthetics (India) Limited will be held on Wednesday, 26th Day of August 2020, at 11:30 AM, through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following business. The venue of the meeting shall be deemed to be the Registered Office of the Company situated at A-31, MIDC Industrial Area, Butibori, Nagpur-441122, Maharashtra, India.

ORDINARY BUSINESS

1. To receive, consider and adopt:

  1. the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2020 together with the Directors' Reports and the Auditors thereon; and
  2. the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2020 together with the Report of Auditors thereon.

2. To appoint a Director in place of Mr. Udeypaul Singh Gill (DIN 00004340), Non-Executive Non- Independent Director, who retires by rotation, and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

3. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the rules made thereunder read with Schedule IV to the Act, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), as amended, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) or any other applicable laws, rules and regulations as may be applicable from time to time and pursuant to the recommendations of Nomination & Remuneration Committee of the Board and that of the Board of Directors, the consent of the Members of the Company be and are hereby accorded for the re-appointment of Mrs. Ranjana Agarwal (DIN03340032), who was appointed as a Non -Executive Independent Director of the Company for a term of 5 (five) years commencing from 18th May 2015 till 17th May,

2020,in terms of section 149 of the Companies Act, 2013, who is eligible for re-appointment and has submitted a declaration that she meets the criteria for independence as provided under the Act, and Listing Regulations be and is hereby re-appointed as a Non-Executive Independent Director of the Company for a second term of five consecutive years commencing from 18th May, 2020 up to 17th May, 2025, and whose office shall not liable to retires by rotation;

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, Board of Directors (including any Committee thereof) and/or Company Secretary of the Company be and are hereby severally authorised to file the necessary documents /form(s) returns, with the Registrar of Companies and to do all such acts, deeds, matters and things as may be deemed necessary, desirable, proper or expedient for the purpose of giving effect to this resolution and for matters connected therewith or incidental thereto."

4. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT in accordance with the provisions of sections 149, 150,152 and 161 and other applicable provisions, if any of the Companies Act, 2013 ('the Act') and the rules made there under read with schedule IV of the Act, and Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 ("Listing Regulations") (including any statutory amendment(s) modification(s) or re-enactment thereof for the time being in force), Articles of Association

of the Company, approvals and recommendations of the Nomination and remuneration Committee and that of the Board, Mr. Dhanendra Kumar, (DIN 05019411), who was appointed as an Additional Director in the category of Non-Executive Independent Director of the Company with effect from February 14, 2020, pursuant to section 161 of the Act, and who has submitted a declaration that he meets the criteria of independence as provided under the Act, and the Listing Regulations and who holds office up to the date of this Annual General Meeting be and is hereby appointed as a Non- Executive Independent Director of the Company to hold office for a term up to 5 (Five) consecutive years with effect from February 14, 2020 up to 13 February, 2025;

6 Indo Rama Synthetics (India) Limited

Standing strong through challenges

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, Board of Directors (including any Committee thereof) and/or Company Secretary of the Company be and are hereby severally authorised to file the necessary documents /form(s), returns, with the Registrar of Companies and to do all such acts, deeds, matters and things as may be deemed necessary, desirable, proper or expedient for the purpose of giving effect to this resolution and for matters connected therewith or incidental thereto."

  1. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
    "RESOLVED THAT pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 (effective from 1st April, 2019 vide SEBI (LODR) (Amendments) Regulation, 2018 and other applicable provisions, if any, of the Companies Act, 2013 including any amendment (s), statutory modification(s) or re-enactment thereof, for the time being in force and recommendation and/or approval of the Nomination and Remuneration Committee and Board of Directors of the Company, approval of the Members of the Company be and is hereby accorded for continuation of holding office of Non-Executive Independent Director of the Company by Mr. Dhanendra Kumar (DIN 05019411), after his attaining the age of 75 (Seventy Five) years on 5th June, 2021 for the remaining period of his tenure as a Non-Executive Independent Director of the Company up to 13th February 2025;
    RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of Directors (including Committee thereof) and/or Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds and matters and things and give such directions as it may in its absolute directions deem necessary, proper or desirables and to settle any questions, difficulty, or doubts that may arise in this regards and also to delegate to the extent permitted by law, all or any of the powers herein conferred to any committee of Directors or any director(s) or any other key Managerial Personnel or any other officer (s) of the Company."
  2. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

Registered Office:

A-31, MIDC Industrial Area

Butibori, Nagpur - 441122, Maharashtra

CIN: L17124MH1986PLC166615

E-mail:investor-relations@indorama-ind.com

Website: www.indoramaindia.com

Tel.: 07104-663000 / 01

Fax: 07104-663200

Place: Gurugram

Date: 24 June 2020

"RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications of re-enactments thereof, for the time being in force) and the Companies (Audit and Auditors) Rules, 2014, including any amendment(s), statutory modification

  1. or re-enactment (s) thereof, the Remuneration of INR.1,80,000/- (Rupees One Lakh Eighty Thousand only) (apart from reimbursement out of pocket expenses and applicable taxes) payable to Mr. R. Krishnan, Cost Accountants (Membership No. 7799), appointed by the Board of Directors in their Meeting held on 24th June 2020, as Cost Auditors of the Company, to conduct the audit of cost records of the Company for the financial year ending 31st March, 2021, be and is hereby approved and ratified;

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, Board of Directors (including any Committee thereof) and/or Company Secretary of the Company be and are hereby severally authorised to do all acts, deeds, matters, things and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

7. To consider and if thought fit, to pass with or without modifications, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to provisions of Section 14 and other applicable provisions of the Companies Act, 2013, (including any, statutory modification(s) or re-enactment thereof, for the time being in force) and rules framed there under, consent of the Members be and are hereby accorded to adopt the restated Articles of Association of the Company."

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, Board of Directors (including any Committee thereof) and/or Company Secretary of the Company be and are hereby severally authorised to sign, execute, file any document in relation to the alteration of Articles of Association of the Company for and on behalf of the Company and is further authorised to sign all forms, applications, documents, undertakings, affidavits and papers that may be required in connection with the alteration of the Articles of Association of the Company and make appropriate filings with the Registrar of Companies in that regard."

By order of the Board of Directors

Indo Rama Synthetics (India) Limited

Pawan Kumar Thakur

Company Secretary

(FCS No. 6474)

Annual Report 2019-20

7

Overview Corporate

Reports Statutory

Statements Financial

Notes:

1. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs ("MCA") has vide its circular dated May 5, 2020 read with circulars dated April 8,

2020 and April 13, 2020 ("Collectively referred to as MCA Circular ") along with Circular number SEBI/HO/CFD/ CMD1/CIR/P/2020/79 issued by the Securities and Exchange Board of India (SEBI) dated May 12, 2020 permitting the holding of the Annual General Meeting ("AGM") through VC/ OAVM without the physical presence of Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ("Act") SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 ("SEBI Listing Regulation") and MCA Circular the AGM of the Company is being held through VC/OVAM. Hence, Member can attend and participate in the AGM through VC/OAVM only. The detailed procedure for participating in the Meeting through VC/OAVM is given herein below.

  1. The Company has appointed National Securities Depositories Limited (NSDL) to provide VC/OAVM facility for the AGM and the attendant enablers for conducting of the AGM.
  2. Members can attend the Meeting using the remote e-Voting login credentials provided to them to connect to Video conference.
  3. Pursuant to provisions of the Companies Act, 2013, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since the AGM is being held pursuant to the MCA Circulars through VC /OVAM, Physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and attendance slip are not annexed to this Notice.
  4. In case of joint holders attending the AGM through video conferencing only such joint holder who is higher in the order of name will be entitled to do the e-voting.
  5. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
  1. The recorded transcript of the forthcoming AGM scheduled to be held on August 26, 2020, shall also be made available on the website of the Company, www.indoramaindia.com, in the Investor Relations Section, as soon as possible after the Meeting is over.
  2. The attendance of the Members (member logins) attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under section 103 of the Act.
  3. The Register of Members and the Share Transfer books of the Company shall remain closed from Thursday, 20th August 2020 to Wednesday, 26th August 2020 (both days inclusive) for annual closing.
  4. An Explanatory Statement under Section 102 of the Companies Act, 2013, which sets out details relating to Special Business at this meeting, is annexed hereto.

11. As per Regulation 40 of SEBI Listing Regulations, as amended, Securities of listed companies can be transferred only in dematerialised form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities.

  1. In View of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialised form. Members can contract the Company or Company's Registrar and Transfer Agent, MCS Share Transfer Agent Limited for assistance in this regard.
  2. To support the green initiative; Members who have not yet registered their email address are requested to register the same with their DPs in case the shares are held by them in electronic form and with the MCS Share Transfer Agent Limited in case shares are held by them in physical form.
  3. Members are requested to intimate changes if any, pertaining to their names, postal address, email address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, nominations, Power of Attorney, bank details, bank account number, MICR Code, IFSC Code, to their DP in case shares are held by them in electronic form to MCS share Transfer Agent Limited, in case shares are held by them in physical Form.
  4. As per provisions of section 72 of the Act, the facility for making nomination is available for the Members, in respect of shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. Members are requested to submit the said details to their DP in case shares are held by them in electronic form and to MCS

8 Indo Rama Synthetics (India) Limited

Standing strong through challenges

Share Transfer Agent Limited in case shares are held in physical form.

  1. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or MCS Share Transfer Agent Limited, the details of such folio together with the share certificates for consolidating their holding in one folio. A consolidated share certificate will be issued to such members after making requisite changes.
  2. Members who wish to obtain any information on the Company or view the Accounts or the year ended 31st March, 2020 may visit the Company's website, www.indoramaindia.com or send their queries at least 10 days before the Annual General Meeting, to the Company Secretary at the Corporate Office at 20th Floor, DLF Square, DLF Phase-II,NH-8,Gurugram-122002, Haryana.
  3. Pursuant to Section 124 of the Act and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules, 2016") dividends for the financial year ended 31st March, 2013 and thereafter, which remain unpaid or unclaimed for a period of 7 years from the respective dates of transfer to the unpaid dividend account of the Company are due for transfer to the Investor Education & Protection Fund ("IEPF") on the dates given in the table below:

Financial Year

Date of Declaration of

Due date for transfer

Dividend

to IEPF

2012-13

4th July 2013

3rd August 2020

2013-14

1st August 2014

31st August 2021

2014-15

30th July 2015

29th August 2022

2015-16

30th September 2016

29th October 2023

The Company has been sending reminders to those members having unpaid/unclaimed dividends before transfer of such dividend(s) to IEPF. Details of the unpaid/unclaimed dividend(s) are also uploaded as per the requirements, on the Company's website www.indoramaindia.com. Members who have so far not encashed the Dividend for the above years are advised to submit their claim to the Company's RTA at their Registered Address given below, immediately quoting their folio number/ DP ID & Client ID.

MCS Share Transfer Agent Limited

F-65, First Floor

Okhla Industrial Area, Phase-1

New Delhi-110 020, India

Tel. No.:+91-11-41406149-52

Fax No.:+91-11-4170 9881

E-mail: helpdeskdelhi@mcsregistrars.com

The MCA had notified the IEPF Rules, 2016 effective from 7th September, 2016. Further, the MCA had notified

the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017 on 28th February, 2017 (''IEPF Rules, 2017'').

The Rules, contain provisions for transfer of all those shares in respect of which dividend has not been encashed or claimed by shareholders for seven consecutive years or more in the account of the IEPF Authority.

In terms of the said Rules, the Company has already transferred to the IEPF Authority those shares in respect of which dividend has not been encashed or claimed by shareholders for seven consecutive years or more in Financial Year 2019-20.

Accordingly, the Company would be transferring every year to the IEPF Authority those shares in respect of which dividend has not been encashed or claimed by shareholders for seven consecutive years. Members who have so far not encashed the Dividend for seven consecutive years are advised to submit their claim to the Company's RTA at the aforesaid address immediately quoting their folio number/ DP ID & Client ID, to avoid of transfer of their shares to IEPF Authority.

  1. Non-residentIndian shareholders are requested to inform about the following immediately to the Company or its RTA or the concerned Depository Participant, as the case may be:
    1. change in the residential status on return to India for permanent settlement.
    2. particulars of the NRE account with a Bank in India, if not furnished earlier
  2. In compliance with aforesaid MCA circulars and SEBI Circular dated May 12, 2020, Notice of AGM along with Annual Report 2019-20 is being sent only through electronic mode to those members whose email address are registered with the Company /Depositories.

Members may note that the Notice and Annual Report 2019-20 will also be available on the Company's website www.indoramaindia.com, website of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively and on the website of NSDL https://www.evoting.nsdl.com.

21. Procedure for obtaining the Annual Report, AGM notice and e-voting instructions by the shareholders whose email addresses are not registered with the depositories or with Registrar & Transfer Agent on physical folios.

On account of threat posed by COVID-19 and in terms of the above mentioned MCA Circulars and SEBI Circular, the Company has sent the Annual Report,

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

9

Notice of AGM and e-Voting instructions only in electronic form to the registered email addresses of the shareholders. Therefore, those shareholders who have not yet registered their email address are requested to get their email addresses registered by following the procedure given below:

  1. Those shareholders who have registered/not registered their e-mail address or registered an incorrect email address and mobile numbers including address and bank details may please contact and validate/update their details with the Depository Participant in case of shares held in electronic form and with M/s MCS Share Transfer Agent Limited, Registrar & Transfer Agent of the Company ("RTA") in case the shares are held in physical form.
  2. Shareholders who have not registered their e-mail address or registered an incorrect email address and in consequence the Annual Report, Notice of AGM and e-voting notice could not be serviced, may also temporarily get their email address and mobile number provided with the Company's RTA, by sending a request at email id: admin@mcsregistrars.com/ bonds@mcsregistrars.com. Shareholders are requested to follow the process as guided to capture the email address and mobile number for sending the soft copy of the notice and e-voting instructions along with the User ID and Password. In case of any query, please refer to the FAQs for Shareholders and e-voting user manual for Shareholders available at the download section of https://www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in.

22. Instructions for the Members for attending the AGM through Video Conference:

  1. Members will be provided with a facility to attend the AGM through video conferencing platform provided by NSDL. Members may access the same at www.evoting.nsdl.com under "shareholders/ members" login by using the remote e-Voting credentials. The link for AGM will be available in shareholder/members login where the EVENT and the name of the Company can be selected. Please note that the Members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice. Further, Shareholders can also use the OTP based login for logging into the e-voting system of NSDL.
    1. Members are encouraged to join the Meeting through Laptops with Google Chrome for better experience.
    2. Further, Members will be required to allow camera, if any, and hence use Internet with a good speed to avoid any disturbance during the Meeting.
    3. Please note that participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuations in their respective network. It is therefore recommended to use stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
    4. Due to limitations of transmission and coordination during the Q&A session, the Company may dispense with the speaker registration during the AGM.
  1. Members holding shares in the electronic form are requested to intimate all changes with respect to their bank details, mandate, etc., to their respective Depository Participants (DPs). These changes will be automatically reflected in Company's records, which will help the Company to provide efficient and better service to the members.
  2. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their Demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participants and holdings should be verified.
  3. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their Demat Accounts. Members holding shares in physical form can submit their PAN details to the Company.
  4. Members who have not registered their e-mail addresses so far are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc., from the Company electronically.
  5. Members may also note that the Notice of the 34th Annual General Meeting and the Annual Report for the financial year 2019-20 will also be available on the Company's website, www.indoramaindia.com, for their download. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, by post free of cost. For any communication, the members

10 Indo Rama Synthetics (India) Limited

Standing strong through challenges

may also send requests to the Company's Investor email Id: investor-relations@indorama-ind.com.

  1. The facility for voting through electronic voting system shall also be made available at the Meeting and Members attending the Meeting who have not already cast their vote by Remote e-Voting shall be able to exercise their right at the meeting.
  2. Brief resume of Directors proposed to be appointed /re-appointed, nature of their expertise in the functional areas, name of companies in which they hold directorship and Membership/ Chairman of Board Committees

and shareholdings is annexed hereto and form part of the Notice.

  1. The voting rights of the Members shall be in proportion to their shares in the paid up equity share capital of the Company as on the cut-off date.
  2. Any person, who acquires shares of the Company and become Member of the Company after sending of the Notice and holding shares as of the cut off date, may obtain the login ID and password by sending a request at evoting@nsdl.co.in. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing user ID and password for casting the vote.
  3. Procedure to raise questions/seek clarifications with respect to Annual Report:
    1. As the AGM is being conducted through VC/OAVM, Members are encouraged to express their views/ send their queries in advance mentioning their name, DP Id and Client Id/Folio No., e-mail Id, Mobile number at investor-relations@indorama-ind.com to enable smooth conduct of proceedings at the AGM. Questions/Queries received by the Company on or before Thursday, 20th August, 2020 on the afore mentioned e-mail Id shall only be considered and responded to during the AGM.
    1. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP Id and Client Id/Folio No., PAN, mobile number at investor-relations@indorama-ind.com on or before Thursday, 20th August, 2020. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. Speakers are requested to submit their questions at the time of registration, to enable the Company to respond appropriately.

III) The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, to ensure the smooth conduct of the AGM.

33. The instructions for shareholders voting electronically are as under:

In compliance with provisions of Section 108 of the Act, read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide its Members, the facility to exercise their right to vote on resolutions proposed to be considered at the 34th AGM by electronic means and the business may be transacted through remote e-Voting Services. The facility of casting the votes by the Members using an electronic voting system will also be provided at the AGM by NSDL.

Members who have voted through remote e-Voting will be eligible to attend the AGM but will not be eligible to vote thereat.

  1. The remote e-voting period commences on Sunday, 23rd August, 2020 at 9:00 AM and ends on Tuesday, 25th August, 2020 at 5:00 PM. During this period, the Members of the Company, holding shares either in physical form or in dematerialised form, as on the cut-off date of Wednesday, 19th August, 2020, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Those Members, who will be present at the AGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-voting, shall be eligible to vote through e-voting system during the AGM.
  1. Once the vote on a resolution is cast by the Member,

such Member will not be allowed to change it subsequently.

  1. A person who is not a Member as on cut-off date should treat this Notice for information purpose only.

IV. A person, whose name is recorded in the register of Members or in the register of beneficial owners maintained by the depositories as on the cut-off date, viz., Wednesday, 19th August, 2020 only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through electronic voting system.

  1. CS Jaya Yadav (ACS 24582, CP 12070), Practicing Company Secretaries, and falling him, failing her Mr. Himanshu Gupta, Advocate (Enrolment No. D/3139/2014.), has been appointed as the

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

11

Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast during the AGM, thereafter unblock the votes cast through remote e-voting and make, not later than 48 hours of conclusion of the AGM, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.

The Results declared along with the report of the Scrutinizer will be placed on the website of the Company, www.indoramaindia.com and on the website of NSDL, i.e., www.evoting.nsdl.com immediately after the declaration of result by the

  1. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.
    Alternatively, if you are registered for NSDL e-services, i.e., IDEAS, you can log-in at https://eservices.nsdl.com with your existing IDEAS login. Once you log-in to NSDL e-services after using your log-in credentials, click on e-voting and you can proceed to Step 2, i.e., cast your vote electronically.

IV) Your User ID details are given below:

Manner of holding

Your User ID is:

shares, i.e., Demat (NSDL

or CDSL) or Physical

Chairman or Managing Director or any one Director of the Company. The results shall also be immediately forwarded to BSE Limited and National Stock Exchange of India Limited, where the equity shares of the Company are listed.

VI. Subject to receipt of requisite number of votes, the

  1. For Members who hold shares in demat account with NSDL..

8 Character DP ID followed by

8 Digit Client ID

For example if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300***12******.

Resolutions shall be deemed to have been passed on the date of the AGM, i.e., 26th August, 2020.

VII. How to vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Log-in to NSDL e-Voting system at

https://www.evoting.nsdl.com/

Step 2 : Cast your vote electronically on NSDL e-Voting systems.

Details on Step 1 is mentioned below:

How to Log-in to NSDL e-voting website?

  1. Visit the e-voting website of NSDL. Open web browser by typing the following URL: www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
  1. Once the home page of e-voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.

b) For Members who

16 Digit Beneficiary ID

hold shares in demat

For example if your Beneficiary

account with CDSL.

ID is 12************** then your

user ID is 12**************

c) For Members holding

EVEN Number followed by

shares in Physical Form.

Folio Number registered

with the Company

For example if folio number is

001*** and EVEN is 101456

then user ID is 101456001***

  1. Your password details are given below:
  1. If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
  2. If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
  3. How to retrieve your 'initial password'?
  1. If your email ID is registered in your demat account or with the Company, your 'initial password' is communicated to you on your email ID. Trace the

12 Indo Rama Synthetics (India) Limited

Standing strong through challenges

email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the

.pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.

  1. If your email ID is not registered, please follow the Process as given in Notice for those shareholders whose email IDs are not registered.

VI) If you are unable to retrieve or have not received the 'initial password' or you have forgotten your password:

  1. Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
  2. Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
  3. If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.
  4. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

VII)

After entering your password, tick on Agree to "Terms

and Conditions" by selecting on the check box.

VIII)

Now, you will have to click on "Login" button.

IX)

After you click on the "Login" button, Home page of

e-Voting will open.

Details on Step 2 is given below:

How to cast your vote electronically on NSDL e-voting system?

  1. After successful login at Step 1, you will be able to see the Home page of e-voting. Click on "e-voting". Then, click on "Active Voting Cycles".
  1. After clicking on "Active Voting Cycles", you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
  1. Select "EVEN" of "Indo Rama Synthetics (India) Limited."

IV) Now you are ready for e-voting as the Voting page opens.

  1. Cast your vote by selecting appropriate options, i.e., "Assent" or "Dissent", verify/ modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.

VI)

Upon confirmation, the message "Vote cast

successfully" will be displayed.

VII)

You can also take the printout of the votes cast

by you by clicking on the "print" option on the

confirmation page.

VIII)

Once you confirm your vote on the resolution, you

will not be allowed to modify your vote.

  1. The instructions for Members for e-voting at the AGM:
    1. The procedure for e-Voting at the AGM is same as the instructions mentioned above for remote e-voting.
    1. As mentioned herein above, only those Shareholders, who will be present at the AGM through VC/ OAVM facility and who have not cast their vote by remote voting prior to the AGM and are otherwise not barred from doing so, shall be eligible to vote through e-voting system at the AGM.
    1. Shareholders who have voted through remote e-voting will be eligible to attend the AGM and their presence shall be counted for the purpose of quorum, however such Shareholders shall not be entitled to cast their vote again at the AGM.
  2. General Guidelines for shareholders
  1. Institutional Shareholders (i.e., other than individuals /HUF, NRI etc.;) are required to send a scanned copy (PD/JPG Format) of the relevant Board Resolution / Authority Letter etc with attested specimen signature of the duly authorised signatory(ies) who are authorised to vote, to the Scrutinizer by e-mail to jayayadav@whitespan.in with a copy marked to e-voting@nsdl.co.in.
  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

13

    1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and e-voting user manual for shareholders available at the download section of www. Evoting.nsdl.com or call on toll free No. 1800-222-990 or send a request at evoting@nsdl.co.in,
  1. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, will be available electronically for inspection by the members during the AGM. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM, i.e., 26th August 2020. Members seeking to inspect such documents can send an email to investor-relations@indorama-ind.com.
  2. Since the AGM will be held through VC/OAVM, the Route Map is not annexed in this Notice.

ANNEXURE TO NOTICE

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013: ITEM NO. 3

Members of the Company at the 29th Annual General Meeting held on 30th July, 2015 approved the appointment of Mrs. Ranjana Agarwal (DIN 03340032) as a Non-Executive Independent Director of the Company for a period of 5 (five) years from 18th May, 2015 to 17th May, 2020., As per the provisions of section 149 of the Companies Act, 2013., an Independent Director shall hold office for a term up to five consecutive years on the Board of a Company and shall be eligible for the re-appointment for another term of up to five years on passing of Special Resolution by the Shareholders.

The Company has received a declaration from Mrs. Ranjana Agarwal that she is not disqualified from being re-appointed as an Independent Director in terms of section 164 of the Companies Act, 2013, submitted declaration that she meets with the criteria of independence as prescribed under section 149 (6) of the Companies Act, 2013 and Regulation 16

  1. (b) of SEBI Listing Regulations and her consent to continue as an Independent Director, Mrs. Agarwal is independent of the management.

The Resolution seek the approval of the Members for the re-appointment of Mrs. Ranjana Agarwal as an Independent Director of the Company for another term of 5 (five) consecutive years commencing from 18th May, 2020 to 17th May, 2025 in term of section 149 and other applicable provisions of the Act, and rules made there under. She is not liable to retire by rotation. In the opinion of the Board, Mrs. Ranjana Agarwal fulfills the conditions for her

re-appointment as an Independent Director as specified in the Act, and the SEBI Listing Regulations and is independent of the Management. Based on the recommendation of the Nomination & Remuneration Committee and keeping in view the expertise of Mrs. Ranjana Agarwal, the Board of Directors vide Circular Resolution No.1 of 2020 dated 17th May, 2020 approved the re-appointment of Mrs. Ranjana Agarwal as mentioned in the Resolution.

Brief resume of Mrs. Ranjana Agarwal, nature of her expertise in functional areas and names of companies in which she holds Directorships and Memberships/Chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in Annexure I of the Notice.

Mrs. Agarwal is not debarred from holding the office of Director pursuant to any SEBI order or any such statutory authority.

Mrs. Agarwal is Non-Executive Independent Director and does not hold by herself or for any other person on a beneficial basis, any shares in the Company.

Copy of the appointment letter of Mrs. Ranjana Agarwal as an Independent Director setting out the terms and conditions is an available for inspection by members through electronic mode, basis the request being sent on investor-relations@indorama-ind.com .

The Board considers that her continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mrs. Agarwal as an Independent Director of the Company.

Except Mrs. Agarwal, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item No. 3.

The Board of Directors recommends the Special Resolution set out at Item No. 3 of the Notice for approval by the Members.

Item No. 4

Pursuant to section 161 of the Companies Act, 2013 and the Articles of Association of the Company, the Board of Directors of the Company on the recommendation of the Nomination and Remuneration Committee appointed Mr. Dhanendra Kumar, (DIN 05019411) as an Additional Director in the Category of Non-Executive Independent Director of the Company with effect from 14th February, 2020.

In terms of provisions of 161 of the Companies Act, 2013 Mr. Dhanendra Kumar, (DIN 05019411) would hold office up to the date of this Annual General Meeting. On the recommendation of the Nomination & Remuneration Committee, Board at its meeting held on February 14,

14 Indo Rama Synthetics (India) Limited

Standing strong through challenges

2020, recommended to the Members of the Company, the appointment of Mr. Dhanendra Kumar, (DIN 05019411) as Non-Executive Independent Director for a term of 5 (five) consecutive years from 14th February, 2020 to 13 February, 2025 under Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Dhanendra Kumar has given his consent to act as a Director and declaration that he is not disqualified from being appointed as Director in terms of section 164 of the Companies Act, 2013.

The Company has also received declaration from Mr. Dhanendra Kumar that he meets the criteria of independence as provided under Section 149 (6) of the Act, and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, on the basis of above declaration, the Board is of the opinion that Mr. Dhanendra Kumar fulfill the conditions specified in the said Act, and SEBI Regulations and also possesses appropriate balance of skill, experience and knowledge so as to enable the Board to discharge its functions and duties effectively and both are independent of the Management.

Brief resume of Mr. Dhanendra Kumar, nature of his expertise in functional areas and names of companies in which he holds Directorships and Memberships /Chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in Annexure I of the Notice.

Mr. Dhanendra Kumar is not debarred from holding the office of Director pursuant to any SEBI order or any such statutory authority.

Mr. Dhanendra Kumar is Non-Executive Independent Director and does not hold by himself or for any other person on a beneficial basis, any shares in the Company.

Copy of the appointment letter of Mr. Dhanendra Kumar as Independent Director setting out the terms and conditions is an available for inspection by members through electronic mode, basis the request being sent on investor-relations@indorama-ind.com.

Except Mr. Dhanendra Kumar, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in this Resolution. This Explanatory Statement may also be regarded as a disclosure under Listing Regulations with the Stock Exchanges.

The Board of Directors recommends Ordinary Resolution as set out in item No. 4 of the Notice for approval by the Members.

Item No. 05

The Members of the Company are informed that SEBI has come out with a notification on 9th May, 2018 amending the existing Listing Regulations by issuing the SEBI (Listing Obligations Disclosure Requirements) (Amendment) Regulations 2018. The Regulation is effective from 1st April, 2019 unless any other specific date is provided for a specific Regulation. Regulation 17 is one of the provisions in which the amendment have been made by insertion of new sub- regulation (1A) thereunder and same is applicable with effect from 1st April, 2019. In term of said sub-regulation, a person shall not be eligible to get appointment as a Non-Executive Director or in case of existing Non-Executive Director shall not be eligible to continue such directorship, if he/she has attained the age of 75 (Seventy Five) years unless the approval of the shareholders of the Company is obtained by way of Special Resolution. The said Regulation is reproduced for ready reference of the Members.

"(1A) No listed entity shall appoint a person or continue the directorship of any person as a Non-Executive Director, who has attained the age of 75 (Seventy Five) years unless a Special Resolution is passed to that effect, in which case explanatory statement annexed to the Notice for such motion shall indicate the justification for appointing such a person."

Considering the implication of such amendment, the same shall result in the immediate vacation of such director as the restriction is not imposed only on the appointment but also on the continuation of the existing director. In view of the above, Company is required to take the approval from the shareholders by way of Special Resolution beforehand so that the existing Non- Executive Director who is about to attain the age of 75 (Seventy Five) can continue as a Non- Executive Independent Director.

As per section 177 (4) (iv) of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations read with part C of schedule II thereof, the Nomination and Remuneration Committee and of the Board have accorded its consent to the continuation of Mr. Dhanendra Kumar as a Non-Executive Independent Director of the Company at its meeting held on 24th June, 2020 on attaining his age of Seventy Five (75) years on 5th June, 2021.

The Members are further apprised that Mr. Dhanendra Kumar (DIN: 05019411) was appointed as Non-Executive Independent Director of the Company with effect from 14th February, 2020 for a period of 5 (five) years from the said date till 13th February, 2025, subject to approval of the shareholders at the ensuing Annual General Meeting.

The statement may also be regarded as a disclosure under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

15

Mr. Dhanendra Kumar is not debarred or disqualified from continuing to act as a director of Company by SEBI, MCA or any other statutory authority.

Keeping in view that the aforesaid director possesses requisite qualifications, the members are requested to approve continuation of his appointment as Non-Executive Independent Director on attaining his age of 75 (Seventy Five) years on 5th June, 2021 for his existing term of appointment.

Except Mr. Dhanendra Kumar, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in this Resolution.

The Board of Directors recommends Special Resolution as set out in item No. 5 of the Notice for approval by the Members.

Item No. 6

The Board of Directors of the Company, on the recommendation of the Audit Committee, approved the re-appointment and remuneration of Mr. R. Krishnan, Cost Accountants, (Membership No. 7799) as Cost Auditors of the Company for the financial year ending 31st March 2021, in accordance with the applicable provisions of the Companies Act, 2013 and Rules framed thereunder and the requisite resolution for ratification of remuneration of Cost Auditors by the members has been set out in the notice of 34th Annual General Meeting of your Company.

In accordance with the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is required to be ratified by the Members of the Company. The Board of Directors of the Company on the recommendation of the Audit Committee has approved the appointment and remuneration of Mr. R. Krishnan, Cost Accountants, (Membership No. 7799), to conduct the audit of the cost records of the Company for the financial year 2020-21 at a remuneration of `1,80,000/- (Rupees One Lakh Eighty Thousand only. as audit fee plus applicable taxes plus out of pocket expenses

Accordingly, consent of the Members is sought for passing an Ordinary Resolution as set out at Item No.6 of the Notice,

Registered Office:

A-31, MIDC Industrial Area

Butibori, Nagpur - 441122, Maharashtra

CIN: L17124MH1986PLC166615

E-mail:investor-relations@indorama-ind.com

Website: www.indoramaindia.com

Tel.: 07104-663000 / 01

Fax: 07104-663200

Place: Gurugram

Date: 24 June 2020

16 Indo Rama Synthetics (India) Limited

to ratify the remuneration payable to the Cost Auditors for the financial year ending 31st March 2021.

None of the Directors and Key Managerial Personnel or their relative are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 6 of the Notice.

The Board of Directors recommends the Ordinary Resolution set out at Item No. 6 of the Notice for approval by the Members.

ITEM NO. 7

In view of the Investment Agreement dated 21st January, 2019 executed by and among the Indorama Netherlands B.V. ('INBV'), Mr. O.P. Lohia, Mr. Vishal Lohia, Mrs. Urmila Lohia, Indorama Ventures Public Company Limited ('IVL') and Indo Rama Synthetics (India) Limited and pursuant to the provision of section 14 of the Companies Act, 2013 and other applicable provisions, if any (including any statutory modification (s) or re-enactment thereof for the time being in force) and rules framed there under, the Company is required to adopt the new set of Articles of Association of the Company, incorporating therein to incorporate the provisions of said Investment Agreement and schedule to the Investment Agreement ("Restated Articles of Association").

The Board of Directors at its meeting held on June, 24th, 2020 has approved alteration of the Articles of Association ('AOA') of the Company and the Board now seek Members' approval for the same.

The draft Articles of Association of the Company will be open for inspection through electronic mode, basis the request sent by the member to investor-relations@indorama-ind.com. The draft Articles of Association will also available for inspection at the AGM.

None of the Directors and Key Managerial Personnel or their relative are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 7 of the Notice.

The Board of Directors recommends the Special Resolution set out at Item No. 7 of the Notice for approval by the Members.

By order of the Board of Directors

Indo Rama Synthetics (India) Limited

Pawan Kumar Thakur

Company Secretary

(FCS No. 6474)

Standing strong through challenges

ANNEXURE I TO THE NOTICE

Details of Directors seeking appointment/re-appointment at the 34th Annual General Meeting:

In pursuance of Regulation 26(4) and Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 and Secretarial Standard on General Meeting (SS-2).

1. Mr. Udeypaul Singh Gill (DIN: 00004340)

Name of Director

Mr. Udeypaul Singh Gill

Father's Name

Shri Mahender Singh Gill

Age and date of birth

67, 16th October 1953

Date of first Appointment

3rd April 2019

Brief Profile

Mr. Gill possesses rich experience in the field of Fibers, Polyester and

Yarns Business.

Qualification

MBA (Market Management)

and holds International Trade Degree, from University of California, Davis.

Directorship/Chairman/CEO held in

1.

Indorama Ventures PCL;

other Companies

2.

Sinterama S.p.A.;

3.

Wellman Neufchateau Recyclage S.A;

4.

Avgol Industries 1953 Ltd.;

5.

Performance Fibers Operations México;

6.

Performance Fibers Services, S. de R.L;

7.

Glanzstoff Industries A.G.;

8.

Performance Fibers (Kaiping) No.3;

9.

Performance Fibers (Kaiping) Company;

10.

Performance Fibers (Kaiping) No.2;

11.

Performance Fibers (Hong Kong) Limited;

12.

PHP Fibers GmbH;

13.

PHP Fibers Inc;

14.

Indorama Germany GMBH (Former name is Trevira Holdings GmbH);

15.

Indorama Polyester Industries PCL;

16.

PT. Indorama Polychem Indonesia;

17.

PT. Indorama Ventures Indonesia;

18.

PT. Indorama Polyester Industries;

19.

KP Equity Partners Inc; and

20.

Wellman International Limited.

Chairman/Member of the Committee of the Board

Nomination and Remuneration Committee-Member

of Directors of the Company

Stakeholders Relationship Committee-Member

Banking and Finance Committee-Member

Share Allotment and Transfer Committee-Member

Corporate Social Responsibility Committee-Member

Risk Management Committee-Member

Chairman/Member of the Committee of the

Nil

Board of Directors of other Company in which

he is Director

No of Equity Shares held in the Company

Nil

No of Board Meeting attended during the

3

financial year 2019-20

Relationship of the Director, Manager and other

None

KMP of the Company

2. Independent Director - Mrs. Ranjana Agarwal (DIN: 03340032)

Name of Director

Mrs. Ranjana Agarwal

Father's Name

Late Shri Om Prakash Vaish

Age and date of birth

64, 25th November 1956

Date of first Appointment

18th May 2015

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

17

Brief Profile

Mrs. Agarwal is the Founder and Managing partner of Vaish & Associates,

Chartered Accountants.

She has been in practice for more than 35 years. Her boutique firm specialises in

audit, taxation and related services including valuations and due diligence. She was

also partner in Deloitte Haskins & Sells up to 2000.

She was the President of FICCI Ladies Organisation in 2010-11 and heads the India

chapter of Women Corporate Directors, USA.

She did her graduation in Economic Honours from Lady Shri Ram College and CA

training from Price Waterhouse Coopers.

Mrs. Agarwal is life trustee in her own family welfare trusts working in the field of

health, education and welfare of handicapped persons

Qualification

Graduation in Economic Honours and CA

Directorship held in other Companies

1.

KDDL Limited;

2.

ICRA Limited;

3.

ICRA Analytics Limited;

4.

URGO Capital Limited;

5. RBL Bank Limited; and

6. Joyville Shapoorji Housing Pvt. Limited.

Chairman/Member of the Committee of the Board

Audit Committee-Member

of Directors of the Company

Nomination and Remuneration Committee-Member

Corporate Social Responsibility Committee-Member

Chairman/Member of the Committee of the

KDDL Limited:

Board of Directors of other Company in which

Audit Committee-Member

she is Director

Nomination and Remuneration Committee-Member

Corporate Social Responsibility Committee-Member

ICRA Limited:

Audit Committee-Chairperson

Corporate Responsibility Committee-Chairperson

Nomination and Remuneration Committee-Member

Buy Back Committee-Member

Risk Management Committee-Member

Stakeholders Relationship Committee-Member

Investment and Real Estate Committee-Chairperson

ICRA Analytics Limited:

Corporate Social Responsibility Committee-Chairperson

URGO Capital Limited:

Nomination and Remuneration Committee-Chairperson

Audit Committee-Member

Corporate Social Responsibility Committee-Member

Risk Management Committee-Member

Assets Liability Committee-Member

RBL Bank Limited:

Audit Committee-Member

Board Investment and Credit Committee-Member

Corporate Social Responsibility Committee-Member

Joyville Shapoorji Housing Pvt. Limited:

Audit Committee-Member

No of Equity Shares held in the Company

Nil

No of Board Meeting attended during the

4

Financial year 2019-20

Relationship of the Director Manager and other

None

KMP of the Company

18 Indo Rama Synthetics (India) Limited

Standing strong through challenges

3. Independent Director - Mr. Dhanendra Kumar (DIN: 05019411)

Name of Director

Father's Name

Age and date of birth

Date of first Appointment

Brief Profile

Qualification

Directorship held in other Companies

Chairman/Member of the Committee of the Board of Directors of the Company

Chairman/Member of the Committee of the Board of Directors of other Company in which he is director

No of Equity Shares held in the Company

No of Board Meeting attended during the financial year 2019-20

Relationship of the Director Manager and other KMP of the Company

Mr. Dhanendra Kumar

Shri Amar Nath Singhal

74, 6th June 1946

14th February 2020

Mr. Dhanendra Kumar is the first Chairperson of Competition Commission of India (February, 2009 - June, 2011) and was responsible for initiating right from inception the enforcement of Competition Law and roll out of M&A Regulations, putting in place the systems and procedures, recruitment of professionals, capacity building and bilateral agreements with other jurisdictions. Over the years, CCI has come to be globally respected as a mature market regulator

Post June 2011, he chaired the Government's Committee for framing the National Competition Policy and formulating needed amendments in the Act. He also separately chaired the Committee for Reforms in Housing and Real Estate Sector.

Earlier, he was India's Executive Director at the World Bank/IFC at Washington DC (2005-09). He also represented besides India, Sri Lanka, Bangladesh and Bhutan. While on the World Bank Board, he was on several sub-committees of the Board.

He is the Founder Chairman of Competition Advisory Services (India) LLP, a niche consultancy and advisory service in Competition Law (www.compad.in) and Investment related matters (set up in 2011).

He is also currently associated with Indian Institute of Corporate Affairs (Ministry of Corporate Affairs) as a Distinguished Fellow, and was earlier a member of Union Minister's Committee on E-Commerce, and later the Competition Law Review Committee

Master of Science (MSC, Physics) with a major in Electronics and is a veteran IAS Officer

  1. Jay Bharat Maruti Limited; and
  2. Ginni International Limited.

Stakeholders Relationship Committee-Chairman

Audit Committee-Member

Nomination and Remuneration Committee-Member

Share Allotment and Transfer Committee-Member

Jay Bharat Maruti Limited:

Nomination and Remuneration Committee-Chairman

Stakeholders Relationship Committee-Member

Corporate Social Responsibility Committee-Member

Nil

1

None

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

19

Directors' Report

To the Members,

Your Directors hereby presents their 34th Annual Report on the business and operations of the Company along with the audited financial statements for the year ended March 31, 2020.

1. Financial Highlights

The financial performance of the Company for the year ended 31st March, 2020 is summarised below:

(` In Crores)

Standalone

Consolidated

Particulars

Year Ended

Year Ended*

31 March 2020

31 March 2019

31 March 2020

Total Income

Profit before Financial Costs, Depreciation, Foreign exchange fluctuation,

Exceptional items and Tax (EBIDTA) Finance Costs

Profit/(loss) before Depreciation, Foreign exchange fluctuation, Exceptional items

and Tax (EBIDTA) Depreciation

Foreign exchange fluctuation Loss / (Gain).

Profit / (Loss) before Exceptional items and Tax

Exceptional Items

Profit / (Loss) before Tax

Tax Charge /(Credit)

Profit / (Loss) after Tax from continuing operations

Other comprehensive income/(expense) (net of tax)

Total comprehensive income / (expense) after tax

Profit / (Loss) brought forward from previous year

Profits / (Loss) available for Appropriation

Surplus/(Deficit) carried to Balance Sheet

2,127.94

1,699.37

2,127.95

0.66

(88.58)

0.22

92.31

131.32

92.31

(91.65)

(219.90)

(92.09)

86.00

83.04

86.00

2.35

3.53

2.35

(180.00)

(306.47)

(180.44)

115.19

(180.00)

(421.66)

(180.44)

136.10

(150.60)

136.10

(316.10)

(271.06)

(316.54)

(1.46)

0.73

(1.46)

(317.56)

(270.33)

(318.00)

(247.20)

23.13

(247.20)

(564.76)

(247.20)

(565.20)

(564.76)

(247.20)

(565.20)

* Wholly Owned Subsidiary was incorporated on 16th August, 2019.

2. Operational results and the state of Company's affairs

On standalone basis, during the year 2019-20, we achieved revenue from operations of `2,122.05 Crores as against `1,694.56 Crores in 2018-19 due to focused marketing efforts and better outreach to customers nationally and internationally. The Company could achieve positive EBIDTA of `0.66 Crores as against EBIDTA loss of `88.58 Crores previous year. Our Loss before Tax for the year is `180.00 Crores as against `421.66 Crores in 2018-19.

The Company has reassessed the carrying value of deferred taxes and made appropriate adjustment by `136.10 Crores in the carrying value of deferred tax assets based on prudence. The management is confident about the achievement of its long-term business plan and

availability of sufficient future taxable profits against which deferred tax is fully recoverable.

On consolidated basis, during the year 2019-20, we achieved revenue from operations of `2,122.05 Crores. Our net loss for the year is of `318.00 Crores. There is no comparable consolidated figures for the year 2018-19, since Wholly Owned Subsidiary, Indorama Yarns Private Limited, was incorporated on 16th August, 2019.

3. Dividend

In view of loss suffered by the Company, your Directors do not recommend any dividend for the year under review.

4. Transfer to Reserve

No amount is proposed to be transferred to Reserves.

20 Indo Rama Synthetics (India) Limited

Standing strong through challenges

5. Change in the Nature of Business

There was no change in the nature of the business of the Company, during the year.

6. Share Capital

During the year under review, the authorised share capital of the Company is `275,00,00,000/- (Indian Rupees Two Hundred Seventy Five Crore only) divided into 27,50,00,000 (Twenty Seven Crore Fifty Lakhs) Equity Shares of `10/- each and Issued Subscribed and Paid-up Share Capital has been increased to `261,11,31,510/- (Indian Rupees Two Hundred Sixty One Crore Eleven Lakhs Thirty One Thousand Five Hundred Ten only) divided into 26,11,13,151 (Twenty Six Crore Eleven Lakhs Thirteen Thousand One Hundred Fifty One) Equity Shares of `10/- each from `178,11,31,510/- (Indian Rupees One Hundred Seventy Eight Crore Eleven Lakhs Thirty one Thousand Five Hundred Ten only) divided into 17,81,13,151 (Seventeen Crore Eighty One Lakhs Thirteen Thousand One Hundred Fifty One) Equity Shares of `10/- each.

7. Preferential Issue of Shares and Open Offer

During the year under review, pursuant to the Investment Agreement the Company has allotted 8,30,00,000 (Eight Crore Thirty Lakhs) Equity Shares of face value of `10/- (Indian Rupees Ten only) each, at a price of `36/- (Indian Rupees Thirty Six only) aggregating amount to `298,80,00,000/- (Indian Rupees Two Hundred Ninety Eight Crore and Eighty Lakhs only) to Indorama Netherlands B.V.,(Acquirer) on 3rd April 2019 representing 31.79% of the Emerging Share Capital.

The Acquirer has made mandatory Open Offer in accordance with the Regulation 3 (1) and 4 of SAST Regulations as a result of the direct acquisition of Equity Shares of the Company by way of a preferential issue.

Your Company made post offer public announcement dated 6th June, 2019 informing post open offer increase in the shareholding of the Acquirer to 38.56% from 31.79% on preferential issue basis.

8. Compliance with minimum public shareholding requirements set out in the Securities Contracts (Regulation) Rules, 1957 ("SCRR"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations") and SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SAST Regulations")

On 31st May 2019, with the completion of the preferential issuance and acquisition of shares tendered in the Open Offer, the aggregate promoter shareholding in the Company increased from 74.94% (prior to the Open Offer) to 81.72% (post the Open Offer). Consequentially, the public shareholding in the Company dropped from 25.06% (prior to the Open Offer) to 18.28% (post the Open Offer).

In light of the above regulations, the public shareholding of the Company on dropping to 18.28% (i.e., below 25%) on account of acquisition of equity shares in the Open Offer, required to be increased to a minimum of 25% by 31st May, 2020 (i.e. within 1 year from the date of acquisition of equity shared under the open offer).

The

Company

plans

to

comply

with

SCRR,

as

per

SEBI

Circular

no.

CFD/CMD/CIR/P/2017/115 dated 10th October 2017 read with Circular No. SEBI/HO/CFD/CMD1/CIR/P/ 2020/81 dated 14th May 2020.

9. Pre-mature Delisting of privately placed Debt Securities

During the year under review, the Company has delisted its 19,999 Secured Rated Redeemable Non-Convertible Debentures (NCDs), from BSE Limited, on 19th September, 2019 by prepaying NCDs amount in view of its high cost.

10. Redemption of 20 Crore Unsecured 12% Optionally Convertible Debentures (OCD's)

The Company had allotted 20 (Twenty) unsecured 12% Optionally Convertible Debentures (OCDs) to one of the Promoter of the Company (preferential basis) on 24th January 2018, bearing face value of `1,00,00,000/- each at par, the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. The Company had redeemed fully OCDs on 24th July, 2019, as per the terms of the issuance.

11. Committees of the Board

The Board of Directors has the following Committees:

  1. Audit Committee;
  2. Nomination and Remuneration Committee;
  3. Stakeholders Relationship Committee;
  4. Share Allotment and Transfer Committee;
  5. Corporate Social Responsibility Committee;
  6. Risk Management Committee;
  7. Banking and Finance Committee; and
  8. Business Responsibility Reporting Committee.

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

12. Meeting of the Board of Directors

During the year 2019-20, your Company had convened and held (5) five Board Meetings. The Details of the Board Meeting with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report. The intervening gap between the meetings was within the period

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

21

prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

13. Directors and Key Managerial Personnel

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Mr. Ashok Kumar Ladha and Mr. Suman Jyoti Khaitan were re-appointed as Non-Executive Independent Directors, for further five consecutive years, with effect from 15th May 2019 for a second term.

On the recommendation of the Nomination and remuneration Committee, the Board has appointed Mr. Dhanendra Kumar as an Additional Non-executive Independent Director of the Company with effect from 14th February 2020, who hold office up to the date of ensuing Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 ("Act") and is eligible for appointment.

In line with the provisions of Sections 149, 160 and other applicable provisions of the Companies Act, 2013 read with applicable rules made thereunder and Listing Regulations, Mr. Dhanendra Kumar, has been appointed as Non-executive Independent Director of the Company, with effect from 14th February 2020.

As recommended by the Nomination and Remuneration Committee and approved by the Board of Directors vide Circular Resolution No. 1 which was approved by the Board on 17th May, 2020. Mrs. Ranjana Agarwal (DIN: 03340032) has been re-appointed as Non-Executive Independent Director under Section 149(10) of the Companies Act, 2013 and Listing Regulations to hold office for further 5 (five) consecutive years for a second term with effect from 18th May, 2020 till 17th May, 2025 subject to the approval of the shareholders at the ensuing Annual General Meeting

Mr. Udeypaul Singh Gill, (DIN 00004340), was appointed as an Additional Director of the Company with effect from 3rd April 2019 and he was regularised as Director at the 33rd Annual general Meeting of the Company held on 26th July, 2019.

In accordance with the Companies Act, 2013 and Articles of Association of the Company, Mr. Udeypaul Singh Gill (DIN: 00004340), Non-executiveNon-Independent Director of the Company, will retire by rotation at the ensuing Annual General meeting and being eligible, offers himself for re-appointment.

The Board of Directors of the Company at its meeting held on February 14, 2019 re-appointed Mr. Vishal Lohia (DIN 00206458) as Whole-time Director of the Company for a further period of 3 (three) years with effect from 1st April 2019 to 31st March 2022, subject to approval of the shareholders of the Company. The shareholders

of the Company have approved his re-appointment as the Annual General Meeting of the Company held on 26th July, 2019.

Mr. M. N Sudhindra Rao, (DIN 01820347), was appointed as an Additional Director with effect from 3rd April 2019. Mr. Rao was also appointed as the Executive Director and Chief Executive Officer/Key Managerial Personnel of the Company, for a period of 3 (three) years, with effect from 8th April 2019 to 7th April 2022, subject to approval of the shareholders. The shareholders of the Company at the Annual general Meeting held on 26th July, 2019, approved his appointment.

Mr. Umesh Kumar Agrawal was appointed as Chief Commercial and Chief Financial Officer with effect from 16th April, 2019.

During the year, Mr. Jayant K Sood resigned from the post of CHRO and Company Secretary and Mr. Pawan Kumar Thakur has been appointed as Company Secretary and Compliance Officer of the Company, both, with effect from 6th August 2019.

Mr. Ashok Kumar Ladha resigned on 25th November 2019 from the Board of Directorship due to personal reason and the Board places on records its appreciation towards his invaluable contribution and guidance made by Mr. Ladha during his tenure as Independent Director of the Company.

The SEBI has come out with notifications on 9th May, 2018, amending the existing listing Regulations by issuing the SEBI (Listing Obligations Disclosure Requirements) (Amendment) Regulations 2018. The Regulation is effective from 1st April, 2019 unless any other specific date is provided for a specific Regulation, Regulation 17 is one of the provisions in which the amendments have been made by insertion of new sub- regulation (1A) thereunder and same is applicable with effect from 1st April, 2019. In term of said sub-regulation, a person shall not be eligible to get appointment as a Non-Executive Director or in case of existing Non-Executive Director shall be eligible to continue such directorship, if he/she has attained the age of 75 (seventy five) years unless the approval of the shareholders of the Company is obtained by Special Resolution.

Considering the implication of such amendment, the same shall result in the immediate vacation of such director as the restriction is not imposed only on the appointment but also on the continuation of the existing director. In view of the above, Company is required to take the approval from the shareholders by way of Special Resolution beforehand so that the existing Non-executive Director, who is about to attain / has already attained the age of 75 (seventy five) can continue as a Non- Executive Independent Director.

22 Indo Rama Synthetics (India) Limited

Standing strong through challenges

Mr. Dhanendra Kumar (DIN: 05019411) was appointed as Non-Executive Independent Director of the Company with effect from 14th February 2020 for a period of 5 (five) years from the said date till 13th February 2025, subject to approval of the shareholders at the ensuing Annual General Meeting.

Mr. Dhanendra Kumar (DIN: 05019411) will attain the age of 75 (seventy five) years on 5th June, 2021.

Keeping in view that the aforesaid director possesses requisite qualifications, carry rich and varied experience and also considering his independence, it is desirables to continue to avail his services as Non-executive Directors of the Company, accordingly board recommends continuation of his appointment as Non-Executive Independent Director on attaining his age of 75 (seventy five) years on 5th June, 2021 for his existing term of appointment.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company (KMP) are, Mr. M. N. Sudhindra Rao, Mr. Umesh Kumar Agrawal, Mr. Susheel Kumar Mehrotra and Mr. Pawan Kumar Thakur.

Necessary Resolutions for the appointment/ re-appointment of the aforesaid Directors have been included in the notice convening the ensuing AGM and requisite details have been provided in the explanatory statement of the Notice. The Board recommends their appointment/re-appointment.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fee for the purpose of attending the meetings of the Board and committees of the Board.

14. Declaration by Independent Director of the Company

For the Year 2019-20, all the Independent Directors of the Company have given their declaration to the Company that they meet the criteria of independence as laid down under Section 149(7) read with Section 149(6) of the Companies Act, 2013 and Regulation 16 of the Listing Regulations and affirmed compliance with Code of Ethics and Business Principles as required under Regulation 26(3) of SEBI (LODR) Regulations, 2015 (as amended).

The Appointment and Tenure of the Independent Directors, including code for Independent Directors are available on the website of the Company, www.indoramaindia.com.

15. Nomination & Remuneration Policy

The Board of Directors of the Company has adopted on recommendation of the Nomination and Remuneration

Committee, a policy for selection and appointment of Directors,, senior management and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided in section 178 (3) of the Companies Act, 2013. The said policy has been posted on the website of the Company, www.indoramaindia.com.

16. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI Regulation 17 of Listing Regulations, 2015 the Board has carried out the annual evaluation of its own performance and of the Directors individually, as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration and other Committees. At the meeting of the Board, all the relevant factors that are material for evaluation the performance of individual Directors, the Board and its various Committees, were discussed in detail and structured questionnaire each, for evaluation of the Board, its various Committee and individual Directors, was prepared and recommended to the Board by the Nomination and Remuneration Committee, for doing the required evaluation, after taking into consideration the input received from the Directors, covering various aspect of the Board's functioning, such as adequacy of the composition of the Board and its Committee, execution and performance of specific duties, obligations and governance, etc.

A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board, who was evaluated on the parameters such as level of engagement and contribution, Independence of judgement, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and Non-Independent Directors were also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

17. Separate Meeting of Independent Directors

In terms of the requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the Listing Regulations, a separate meeting of the Independent Directors was held on 16th March 2020. The Independent Directors at the meeting, inter-alia, reviewed the following:-

  • Performance of Non-Independent Directors and Board as a whole;
  • Performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

23

  • Assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

18. Familiarisation program for Independent Directors

The familiarisation programmes to Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company, www.indoramaindia.com.

19. Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2 relating to Meeting of the Board of Directors and General Meeting, respectively, have been duly followed by the Company.

20. Directors' Responsibility Statement

As required under Section 134(5) of the Companies Act, 2013, your Directors state:

  1. that in the preparation of the Annual Accounts for the year ended 31st March, 2020, the applicable accounting standards had been followed and there are no material departures;
  2. that the accounting policies selected and applied are consistent and the judgments and estimates made 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 year and of the Loss of the Company for that period;
  3. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
  4. that the Annual Accounts for the year ended 31st March, 2020 have been prepared on a going concern basis.
  5. that the internal financial controls laid down by the Board and being followed by the Company are adequate and were operating effectively.
  6. that the proper systems, devised by Directors to ensure compliance with the provisions of all applicable laws, were adequate and operating effectively.

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the

Company, work performed by the Internal, Statutory and Secretarial Auditors and external consultants, including audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's Internal Financial Controls were adequate and effective during the year 2019-20.

21. Particulars 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 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed with this Report. However, as per the provision of section 136 of the Act, the Annual Report is being sent to the Members and other entitled thereto, excluding the information on employees' remuneration particulars as required under Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules 2014, shareholders interested in obtaining this information may access the same from the Company website. In accordance with section 136 of the Companies Act, 2013, this exhibit is available for inspection by shareholders through electronic mode.

Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

22. Business Responsibility Report

In compliance with the Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Business Responsibility Report, detailing various initiative taken by the Company on Environmental, social, and governance fronts is forming part of this report. The Board of Director has adopted Business Responsibility Policy. The said policy has been disclosed on the Company's website at www.indoramaindia.com/ irsl/pdf/Business-Responsibility- Policy.pdf.

23. Information under the Sexual Harassment of women at workplace (Prevention,

Prohibition and Redressal) Act, 2013

The Company has constituted an Internal Complaints Committee under section 4 of the Sexual Harassment of women at workplace (Prevention, prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee.

The Company has a Policy on "Prevention of Sexual Harassment of Women at Workplace" and matters connected therewith or incidental thereto covering all the aspects as contain under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013".

24 Indo Rama Synthetics (India) Limited

Standing strong through challenges

The Policy of the "Prevention of Sexual Harassment of Women at Workplace" of the Company is available on the website of the Company, www.indoramaindia.com.

24. Audit Committee

The Audit Committee of the Board of Directors of the Company consists of Dr. Arvind Pandalai as Chairman and Mr. Vishal Lohia, Mr. M. N. Sudhindra Rao, Mr. Suman Jyoti Khaitan, Mrs. Ranjana Agarwal, Dr. Dhanendra Kumar as its other Members. The Company Secretary is the Secretary of the Committee. The details of terms of reference of Audit Committee, number and dates of meetings held, attendance of the Directors and remunerations paid to them are given separately in the attached Corporate Governance Report. During the year, there were no instances where the Board had not accepted the recommendations of the Audit Committee.

25. Vigil Mechanism / Whistle Blower

The Company has adopted a Whistle Blower policy as per the requirement of Companies Act, 2013 and List Regulations and has established the necessary vigil mechanism for Directors and Employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company Code of conduct. The said policy has been disclosed on the Company's website www.indoramaindia.com.

26. Credit Rating

During the year, India Rating & Research (IND-RA) has assigned your company, a Long-Term Issuer Rating "IND BBB-". The outlook is stable. The instrument wise rating action are as under:

Instrument

Size of Issue

Rating/Outlook

Rating Action

Type

(` in Crores)

Long-term

`500

IND BBB-/Stable

Assigned

loan

Working

`900

IND BBB-/stable/

Assigned

Capital Limits

IND A3

27. Subsidiary

Presently, your Company has one Wholly Owned Subsidiary, viz.; Indorama Yarns Private Limited, which was incorporated on 16th August 2019.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the Financial Statements of the Company's Subsidiary, Joint Venture and Associate Company (in Form AOC-1) is annexed to this Report.

28. Consolidated Financial Statements

For the period under review, the Company has consolidated the financial Statements of its wholly owned subsidiary namely Indorama Yarns Private Limited.

In accordance with third proviso of section 136 (1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and consolidated financial statements has been placed on the website of the Company www.indoramaindia.com . Further as per fourth proviso of the said section, audited annual accounts of the subsidiary company has also been placed on the website of the Company, www.indoramaindia.com Shareholders interested in obtaining a copy of the annual audited accounts of the subsidiary Company may write to the Company Secretary at the Company registered office. A statement containing the salient features of subsidiary in AOC-1 is annexed to this Report.

29. Related Party Transactions

There are no material significant related party transactions made by the Company which may have potential conflict with the interest of the Company. Related party transactions that were entered into during the year under review were on the arm's length basis and were in ordinary course of business. The Particulars of material related party transactions, if any, is provided in Form AOC-2 as required under section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed with this Report.

Further, suitable disclosures as required under the Accounting Standards has been made to the notes of the Financial Statements.

The Board has approved a policy of the related party transaction, which has been uploaded on the website of the Company, www.indoramaindia.com.

30. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the Company at its 32 Annual General Meeting appointed, M/s Walker Chandiok & Co LLP (FRN 00/076N/N 500013) as Statutory Auditors of the Company, to hold office for five consecutive years from the conclusion of the 32nd Annual General Meeting of the Company held on 28th July 2018, until the conclusion of 37th Annual General Meeting of the Company to be held in the year 2023. The requirement for the annual rectification of Auditors appointed at the AGM has been omitted pursuant to the Companies (Amendment) Act, 2017, notified on 7th May 2018.

The observations of the Auditors explained wherever necessary in the appropriate Notes on Accounts. The Auditors Report does not contain any qualification, reservation or adverse remarks.

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

25

31. Cost Auditors

In compliance with the provisions of the Companies Act, 2013 and relevant rules the Company has been maintain cost Records.

In conformity with the Directives of the Central Government, the Company has appointed R. Krishnan, Cost Accountants, (Membership No.7799) as Cost Auditor under section 148 of the Companies Act, 2013 for audit of Cost Record of the Company to carry out the audit of cost records maintained by the Company for the year 2019-20.

The Company has received consent from R. Krishnan, Cost Accountants, for re-appointment as Cost Auditors for the year 2020-21, in accordance with the applicable provisions of the Companies Act, 2013 and Rules framed thereunder. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee and the requisite resolution for ratification of remuneration of Cost Auditors by the members has been set out in the notice of 34th Annual General Meeting of your Company.

32. Internal Auditor

The Company has appointed M/s S S Kothari Mehta

& Company as Internal Auditor under Section 138 of the Companies Act, 2013 and Rules made thereunder. The scope, functioning, periodicity and methodology for conducting internal audit were approved by the Board of Directors and reviewed by the Audit Committee from time to time.

33. Secretarial Auditor

Pursuant to provision of section 204 of the Act, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board of Directors had appointed Mr. Sanjay Grover, Partner, M/s Sanjay Grover and Associates, Company Secretaries, (Firm Registration No. P2001DE052900), as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for the year 2019-20 and due to his sudden demise, casual vacancy created.

Subsequently, Mr. Pradeep Kathuria, Proprietor, M/s P. Kathuria & Associates, Company Secretaries, (Membership No. 4655), has been appointed as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for the Year 2019-20, to fill-up the casual vacancy.

The Secretarial Audit report of Mr. Pradeep Kathuria, Proprietor, M/s P. Kathuria & Associates, Company Secretaries, in Form MR-3, for the year ended 31st March, 2020 is annexed to this Directors' Report.

34. Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2019-20 for all applicable compliances as per SEBI Regulations and Circulars/guidelines issued thereunder.

The Annual Secretarial Compliance Report has been submitted to Stock Exchange within the sixty days of the end of financial year.

35. Response to Secretarial Auditor observations

Your Director wishes to inform you that the observations made by the secretarial Auditor are self-explanatory, need no further clarification except the following:

  1. It has been observed by the Secretarial Auditor that Some of the e-forms have been filed beyond the due date with MCA with the payment of additional fees.
    In response to same, Directors would like to submit that all efforts are taken to file the forms within the stipulated dates. However, sometimes some delay occurs due to various technical reasons, like non-functioning of MCA portal, etc. beyond the control of the Company. However, all such forms have been submitted by paying requisite additional fee and no form is pending for filing as on date
  2. It has been observed by the Secretarial Auditor that Company has not completely complied this regulation for the quarter April, 2019 to June, 2019, trading restriction period started by the Company from 30.07.2019 instead it should be started from 01.07.2019 till 48 hours after the declaration of the financial results.
    In response to same, Directors would like to submit that Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 vide its amendment in Schedule B to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 suggested trading restriction period for the listed entities which can be made applicable from the end of every quarter till 48 hours after the declaration of financial results. The said amendment became effective from April 1, 2019 and hence any compliance in this regard was deemed to be applicable for the quarter ending falling on or after April 1, 2019 only. Further, the trading window closure period was suggestive in nature and was not made mandatory as the Companies were free to fix its trading restriction period according to their Insider Trading Code. However, with subsequent

26 Indo Rama Synthetics (India) Limited

Standing strong through challenges

amendment vide Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2019 effective from July 25, 2019, the provisions were subsequently amended, and the trading restriction period were made mandatory. In light of the above, there is no violation of any of the provisions of the Insider Trading Regulations as reported,

  1. It has been observed by the Secretarial Auditor that as the date publication of the financial results for the quarter ended 31.03.2019 on 16.05.2019 but the disclosures of the related party transactions on a consolidated basis for the half year started from 01.10.2018 to 31.03.2019 sent to the stock exchange on 13.08.2019 instead it should be submitted on or before 15.06.2019 (i.e. within 30 days from the date of publication of financial results).
    In response to same Directors would like to submit that your company made disclosure to Stock Exchange on 13th June, 2020 but due to some technical reason it was not being reflected at BSE and NSE Portal and the same was again submitted by the Company on 13th August, 2019. Director state that there is no non-compliance/delay on the part of the Company in this regard.
  2. It has been observed by the Secretarial Auditor that Company has dispatched the notice of Annual General Meeting to the shareholders on 1st July 2019 as mentioned in the newspaper advertisement in respect of the Notice of General Meeting but Annual Report submitted to the stock exchange on 4th July 2019 instead it should be submitted on or before 1st July 2019.
    In response to same Directors would like to submit that as per the requirement Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company needs to submit Annual Report to Stock Exchanges simultaneously with dispatch of Annual report to shareholders. The Company submitted its Annual Report on Stock Exchange well within the time, in view of AGM held on 26th July, 2019. Director state that there is no non-compliance/delay on the part of the Company in this regard

36. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information required pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to

conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed to this Report.

37. Public Deposits

During the year 2019-20, the Company did not invite or accept any deposit from the Public.

38. Significant and Material Orders passed by the Regulators/courts/Tribunal impacting the going concern status and the Company's

operation in future

As such there is no significant and material orders passed by regulators/ courts or tribunals impacting the going concern status and Company's operations in future.

39. Application for Condonation of Delay with Central Government

The Company had filed an application for Condonation of Delay with the Central Government with regard non filling of MGT-14 within stipulated period for the appointment of Mr. Rajendra Kumar Gupta as Chief Financial Officer of the Company for the period from 28th May 2018 to 17th October 2018. The Central Government (Regional Director) has approved the Form CG 1 for Condonation of Delay on 20.03.2020 vide SRN R21669395.

40. Internal Control Systems and their Adequacy

As per the provision of section 134 (5) (e) of the Companies Act, 2013, Company has in place Internal Control System designed to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. Self-certification exercise is also conducted by which senior management certifies effectiveness of the internal control system of the Company. Internal Audit has been conducted throughout the organisation by qualified outside Internal Auditor. The findings of the Internal Audit Report are reviewed by the Management and by the Audit Committee of the Board and proper follow-up actions are ensured wherever required. The Statutory Auditors have evaluated the internal financial controls framework of the Company and have reported that the same are adequate and commensurate with the size of the Company and nature of its business.

41. Particulars of Loans, Guarantee or Investments

There are no Loans, Guarantees and Investments made by the Company during the year 2019-20.

42. Insurance

All the properties including buildings, plant and machinery and stocks have been adequately insured.

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

27

43. Particulars of Loans/Advances/Investments as required under Schedule V of the Listing

Regulations.

The details of the related party disclosures with respect to loans/advance/investment at the year end maximum outstanding amount thereof during the year as required under part A of Schedule V of the Listing Regulations have been provided in the Notes to the Financial Statements of the Company. Further, there was no transaction with the person/entity belonging to the Promoter and Promoter Group, which holds 10% or more shareholding in the Company as per Para 2A of the aforesaid schedule.

44. Risk Management Policy

The Board of Directors has constituted Risk Management Committee to identify elements of risk in different areas of operations and develop policy for actions associated to mitigate the risks. It regularly analyses and takes corrective actions for managing/mitigating the same. Your Company's Risk Management framework ensures compliance with the provisions of the Listing Regulations.

Your Company has institutionalised the process for identifying, minimising and mitigating risks which is periodically reviewed. Some of the risks identified and acted upon by your Company are Securing critical resources; ensuring sustainable plant operations; ensuring cost competitiveness including logistics; completion of CAPEX; maintaining and enhancing customer service standards and resolving environmental and safety related issues.

45. Corporate Social Responsibility (CSR) Committee

Your Company aims to remain essential to the society with its social responsibility, strongly connected with the principle of sustainability, an organisation based not only on financial factors, but also on social and environmental consequences.

As required under Section 135 of the Companies Act, 2013, the CSR Committee comprises of Mr. Om Prakash Lohia as the Chairman, Mr. Vishal Lohia, Mr. M. N. Sudhindra Rao, Mr. Udeypaul Singh Gill, Dr. Arvind Pandalai and Mrs. Ranjana Agarwal as Members. The CSR Committee of the Company has laid down the policy to meet the Corporate Social Responsibility. The CSR Policy includes any activity that may be prescribed as CSR activity as per the Rules of the Companies Act, 2013.

The CSR Committee met once during the year to review the Corporate Social Responsibility Policy and due to the average net profit for the last three years being negative, your Company did not allocated / is not required to spend any amount on the CSR activities during the year under review.

The detailed CSR policy of the Company is also available on the website of the Company, www.indoramaindia.com.

46. Listing

The shares of your Company are listed at BSE Limited and National Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the year 2020-21 have been paid.

47. Corporate Governance

Corporate Governance Report along with Practicing Company Secretary Certificate complying with the conditions of Corporate Governance as stipulated in Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 has been annexed as a part of this Annual Report.

48. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations with the Stock Exchanges, is presented in a separate chapter forming part of this Annual Report.

49. Transfer of Unclaimed Dividend/Equity Shares to Investor Education and Protection

Fund (IEPF) Authority

Pursuant to the provisions of Section 125 of the Companies Act, 2013, relevant amounts, which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund (IEPF) Authority.

Pursuant to the provisions of Investor Education and Protection Fund, the Company has uploaded the details of unpaid and unclaimed dividend amounts lying with the Company as on 26th July 2019 (date of last Annual General Meeting) on the website of the Company, www.indoramaindia.com and also on the Ministry of Corporate Affairs' website, www.mca.gov.in.

Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the Company has transferred 28,162 (Twenty Eight Thousand One Hundred Sixty Two) equity shares of `10/- each of the Company held by various Investors, physical as well as dematerialised form, whose dividend amount is unclaimed/unpaid for seven years to Suspense Account of the Investor Education and Protection Fund (IEPF) Authority, during the year 2019-20 and the details thereof uploaded on the website of the Company, www.indoramaindia.com.

50. Industrial Relations / Human Resources

Your Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under

28 Indo Rama Synthetics (India) Limited

Standing strong through challenges

report. Your Company firmly believes that a dedicated workforce constitutes the primary source of sustainable competitive advantage. Accordingly, human resource development continues to receive focused attention. Your Directors wish to place on record their appreciation for the dedicated and commendable services rendered by the staff and workforce of your Company.

51. Extract of Annual Return

As required under section 92(3) of the Companies Act, 2013, the details forming part of the extract of the Annual Return in Form MGT-9 is annexed to this report.

52. Material Changes and Commitments

No material changes and commitment affecting the financial position of the Company have occurred after the end of the year 31st March, 2020 and till the date of this report.

53. Fraud Reporting

There was no fraud reported by the Auditors of the Company under sub-section 12 of Section 143 of the Companies Act, 2013, to the Audit Committee or Board of Directors during the year under review.

54. Disclosures with respect to Demat Suspense Account/Unclaimed Suspend Account

The relevant details in this regards have been provided in the Corporate Governance Report annexed to this Report.

55. CEO and CFO certification.

Pursuant to the Listing Regulations, Executive Director & CEO and CFO Certification is attached with Annual

Place: New Delhi

Date: 24th June 2020

Report. Executive Director & CEO and CFO also provide quarterly certification on financial results, while placing the financial results before the Board in terms of the Listing Regulations.

56. Code of Conduct for the Directors and Senior Management Personnel

The Code of Conduct for the Directors and Senior Management Personnel is posted on the website of the Company. The Chairman and Managing Director of the Company has given a declaration that all the Directors and Senior Management Personnel concerned, affirmed compliance with the Code of Conduct with reference to year ended 31st March, 2020 and a declaration is attached with the Annual Report.

57. Nodal Officer

During the year under review, Mr. Pawan Kumar Thakur, Company Secretary has been appointed as Nodal Officer of the Company under the provisions of IEPF and details of Nodal Officer are available on the website of the Company, www.indoramaindia.com.

58. Acknowledgements

Your Directors would like to express their appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board of Directors of

Indo Rama Synthetics (India) Limited

Om Prakash Lohia

Chairman & Managing Director (DIN 00206807)

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

29

ANNEXURES TO DIRECTORS' REPORT

Particulars required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors' Report for the financial year ended 31st March, 2020.

A. Conservation of Energy:

Energy Saving measures taken and proposals under implementation.

S.

Steps taken

Impact (Annualised Savings)

No.

(a)

Electricity

In Lacs (KWh)

(i)

VFD installation in Dow Circulation Pump, Hot Condensate transfer pump and Air handling unit.

3.68

(ii)

Installation of detuned reactor for power factor improvement

54.75

(iii)

Optimisation of quench temperature

16

(b)

Steam

(in KT)

(iv)

Optimise Spinning Quench temperatures to save energy

30

FORM - A

Form for disclosure of particulars with respect to Conservation of Energy.

PARTICULARS

Current Year

Previous Year

31 March 2020

31 March 2019

  1. POWER & FUEL CONSUMPTION
    1. ELECTRICAL
  1. Purchases from MSEDCL & Other

Units (kwh in '000)

68,691

9,811

Total Amount (` in '000)

290,613

49,248

Rate / kwh (in `)

4.23

5.02

  1. Generation for own consumption
    (Net of power sale including auxiliary consumption)
    1. Through DG (FO Based)

Units (kwh in '000)

5,336

522

Units / Ltr of FO

3.90

3.90

Cost / Unit (`/Unit)

7.89

8.28

  1. Through STG (Coal based)

Units (kwh in '000)

209,803

172,206

Units / kg of Coal

1.05

1.01

Cost / Unit (`/Unit)

4.01

3.09

3)

COAL

Quantity in MT

327,445

268,118

Total Cost (` in '000)

1,378,667

892,503

Average Rate (` / MT)

4,210

3,329

3)

FURNACE OIL

Quantity (KL)

1,819

424

Total Cost (` in '000)

56,050

13,704

Average Rate (` / Lt)

30.81

32.32

(B) CONSUMPTION PER UNIT OF PRODUCTION

Production of Polymer products (Fresh) - MT*

362,214

218,345

Electricity / Kg (in kwh)

0.78

0.84

*includes POY consumed for captive use 105,857 MT (PY 56,016 MT)

30 Indo Rama Synthetics (India) Limited

Standing strong through challenges

B. Technology Absorption:

  1. Implementation of Advanced Quality Control facilities;
    • Latest generation Gas Chromatography
    • HTHP Dyeing machine
    • Hand held Spin Finish measurement at line.
  2. PTA Blend recipe optimisation.
  3. Modification of polymer pump control logic

Form for disclosure of particulars with respect to technology absorption (Form-B).

Research & Development

  1. Specific Areas in which R & D carried out by the Company:
    (Product Development & Process Improvement Areas)
    1. PSF machine modification at draw bath, crimper and quench.
    2. Modification at draw line to ensure no metal contamination.
    3. Development of differential products.
    4. Installation of automation for stable polymerisation process.
  2. Benefit derived as a result of above Product development and process improvement::
    Enhanced product portfolio to cater new applications.
  3. Import Substitution:
    Development of indigenous vendors to substitute import of :
    1. Equipment and Assemblies :
      • Spares for Draw Line - Thermosetting Unit, godet roll, intermediate shaft, brake liner.
      • Spares for Spin finish Bracket, Winder
        Touch Rolls, Automation, Quench Chamber -Accenture.
      • Classifier special imported vibrating motor.
      • PGP Power flex 730 Inverter cooling fans.
    2. Services:
      • Repair of DRR gear box, Agitator gear box, Stag controller with latest technology PLC & HMI
  4. Future Plan of Action (2020-2021):

Technology Upgradation:

  1. PSF, Draw Line - Dryer Heating Coil.
  2. Inverters & Rectifier for draw-lines and other applications to be upgraded.
  3. Servers and PLC, Drives, Encoders, etc. of POY automation to be upgraded.
  4. DCS to be replaced/ upgraded.

Reliability :

  1. Installation of additional Capacitor banks and SVG at 33KV & 6.6 KV bus for unity power factor due to KVAH billing.

Place: New Delhi

Date: 24.06.2020

  1. Installation of 220 KV 70/85 MVA Trafo parallel to existing 50 MVA Trafo for redundancy and reliability in power infrastructure.

Retrofitting :

  1. Procurement of New technology attachment to produce specialty products.

5. Expenditure on Research & Development:

-

Capital (` in '000)

-

Nil

-

Recurring

-

Nil

-

Total

-

Nil

-

Total R & D expenditure as % of Turnover

-

Nil

  1. Technology Absorption, Adoption and Innovation: Company:
    1. Modification of TA Spray System for reduced spin finish consumption.
    2. Modification of invertor control system of critical pumps.
    3. Developed advanced EMS.
  2. Benefits derived as a result of above efforts:
    1. Specialty products development.
    2. Improved reliability of the process.
    3. Optimised manufacturing cost and improved product quality.
    4. Improved human and asset safety.

C. Foreign Exchange Earnings and Outgo of the Company:

Earnings in Foreign Currency (accrual basis)

(` In Crores)

Particulars

2019-20

2018-19

F.O.B. value of exports

501.71

255.95

Others

0.38

-

Total

502.09

255.95

CIF value of imports

(` In Crores)

Particulars

2019-20

2018-19

Raw materials

434.51

25.19

Stores and spares

6.54

3.41

Capital goods

0.80

0.02

Total

441.85

28.62

Expenditure in Foreign Currency (accrual basis)

(` In Crores)

Particulars

2019-20

2018-19

Travelling

0.57

0.56

Commission

2.56

1.05

Others

0.51

1.56

Total

3.64

3.17

For and on behalf of the Board of Directors of

Indo Rama Synthetics (India) Limited

Om Prakash Lohia

Chairman & Managing Director (DIN 00206807)

Annual Report 2019-20

31

Overview Corporate

Reports Statutory

Statements Financial

FORM NO. AOC - 2

(Pursuant to Clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/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.

Details of contracts or arrangements or transactions not at arm's length basis:

Sl.

Name(s) of the

Nature of

Duration of

Salient terms of

Justification

Date(s) of

Amount paid as

Date on which the

No.

related party

contracts/

contracts/

the contracts/

for entering

approval by the

advances, if any

special resolution

and nature of

arrangements/

arrangements/

arrangements/

into contracts/

Board

was passed in

relationship

transactions

transactions

transactions

arrangements/

general meeting

including the

transactions

(u/s 188)

value, if any

Not Applicable

Details of material contracts or arrangement or transactions at arm's length basis:

(` In Crores)

Sl.

Name(s) of the Related Party and nature

Nature of Contracts/

Duration of

Main terms of

Date(s) of

Amount

No.

of Relationship

Arrangements/

the Contracts/

the Contracts/

approval by the

paid as

Transactions

Arrangements/

Arrangements/

Board, if any

advances,

Transactions

Transactions including

if any

the value, if any

1

Indorama Petrochem Limited, Relative

Buying PTA

General

5.75

06-Aug-19

-

2

TPT Petrochemicals Public

Buying PTA

General

6.04

06-Aug-19

-

Co Ltd., Relative

Sub-Total (A)

11.79

3

PT Indorama Polychem

Buying Poy

General

0.10

05-Nov-19

Indonesia, Relative

Sub-Total (B)

0.10

4

Indorama Industries Limited, Relative

Buying of Spandex

General

3.75

06-Aug-19

-

5

Indorama Industries Limited, Relative

Buying of Spandex

General

3.51

05-Nov-19

-

6

Indorama Industries Limited, Relative

Buying of Spandex

General

1.67

14-Feb-20

-

7

Indorama Industries Limited, Relative

Buying of Spandex

General

2.91

24-Jun-20

-

Sub-Total (C)

11.84

8

Starpet USA, Relative

Buying Spares

General

0.59

Sub-Total (D)

0.59

9

Indorama Industries Limited, Relative

Sale of PSF

General

5.62

06-Aug-19

10 Indorama Industries Limited, Relative

Sale of PSF

General

2.83

05-Nov-19

11 Indorama Industries Limited, Relative

Sale of PSF

General

2.51

14-Feb-20

12 Indorama Industries Limited, Relative

Sale of PSF

General

1.57

24-Jun-20

Sub-Total (E)

12.53

13 Indorama Polyester Industries Public

Advance PSF

General

21.41

05-Nov-19

Co. Ltd., Relative

Sub-Total (F)

21.41

14 Indorama Polyester Industries Public

Advance

General

35.38

14-Feb-20

Co. Ltd., Relative

PSF & DTY

Sub-Total (G)

35.38

Grand Total (A+B+C+D+E+F+G)

93.64

For and on behalf of the Board of Directors of

Indo Rama Synthetics (India) Limited

Om Prakash Lohia

Place: New Delhi

Chairman & Managing Director

Date :24th June, 2020

(DIN 00206807)

32 Indo Rama Synthetics (India) Limited

Standing strong through challenges

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on the Financial Year ended 31st March, 2020

Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management & Administration) Rules, 2014

Overview Corporate

  1. REGISTRATION & OTHER DETAILS
    1. CIN
    2. Registration Date
    3. Name of the Company
    4. Category / Sub-category of the Company
    5. Address of the Registered Office and contact details
    6. Whether Listed Company
    7. Name, Address and contact details of the Registrar and Transfer Agent, if any
  1. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be stated

  1. PARTICULARS OF HOLDING, SUBSIDIARY INCLUDING SUBSIDIARIES OF SUBSIDIARIES AND ASSOCIATE COMPANIES

IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)

  1. Category-wiseShareholding
  2. Shareholding of Promoters
  3. Change in Promoters' Shareholding
  4. Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)
  5. Shareholding of Directors and Key Managerial Personnel
  1. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

  1. Remuneration to Managing Director, Whole-time Directors and/ or Manager
  2. Remuneration to other Directors
  3. Remuneration to Key Managerial Personnel other than MD/Manager/WTD
    VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES

L17124MH1986PLC166615 28th April, 1986

Indo Rama Synthetics (India) Limited Public Company / Limited by shares A-31, MIDC Industrial Area, Butibori, Nagpur - 441122, Maharashtra, India.

Tel.: 07104-663000/01 Fax: 07104-663200 Yes

MCS Share Transfer Agent Limited

F-65, First Floor, Okhla Industrial Area,

Phase-1, New Delhi-110 020, India

Tel.: 011-41406149-52

Fax No.: 011-4170 9881

As per Attachment - A

As per Attachment - B

As per Attachment - C

As per Attachment - D

As per Attachment - E

As per Attachment - F

As per Attachment - G

As per Attachment - H

As per Attachment - I

As per Attachment - J

As per Attachment - K

As per Attachment - L

Reports Statutory

Statements Financial

Annual Report 2019-20

33

Attachment - A

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company are given below:

Sl.

Name and Description of main products / services

NIC Code of the

% to total turnover

No.

product / service

of the Company #

1

Polyester Staple Fibre

55032000

42.63%

2

Polyester Filament Yarn

54024200

10.20%

3

Draw Texturised Yarn

54023300

45.75%

# Products contributing 10% or more of Gross Turnover.

Attachment - B

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl.

Name and Address of the Company

CIN / GIN

Holding / Subsidiary /

% of Share held

Applicable Section

No.

Associate

1

Indorama Yarns Private Limited

U17299MH2019PTC329375

Subsidiary

100

2(87)(ii)

A-31, MIDC Industrial Area, Butibori,

Nagpur - 441122, Maharashtra, India.

Tel.: 07104-663000/01

Attachment - C

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Shareholding

Category of

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change

Shareholders

(As on 1st April, 2019)

(As on 31st March, 2020)

during the

Demat

Physical

Total

% of Total

Demat

Physical

Total

% of Total

year

Shares

Shares

A. Promoter

(1) Indian

a) Individual/ HUF

59013663

59013663

33.13%

59013663

59013663

22.60%

-10.53%

b) Central Govt.

-

-

-

-

-

-

-

-

c) State Govt(s)

-

-

-

-

-

-

-

d) Bodies Corp.

-

-

-

-

-

-

-

-

-

e) Banks / FI

-

-

-

-

-

-

-

f) Any other

-

-

-

-

-

-

-

Sub Total A(1)

59013663

-

59013663

33.13%

59013663

-

59013663

22.60%

-10.53%

(2) Foreign

a) NRIs - Individuals

99200

-

99200

0.06%

99200

-

99200

0.04%

-0.02%

b) Other - Individuals

-

-

-

-

-

-

c) Bodies Corp.

53564057

-

53564057

30.07%

154260645

-

154260645

59.08%

29.01%

d) Banks/FI

-

-

-

-

-

-

e) Any Other

-

-

-

-

-

-

Sub-Total A(2)

53663257

-

53663257

30.13%

154359845

-

154359845

59.12%

28.99%

Total Shareholding of

112676920

-

112676920

63.26%

213373508

-

213373508

81.72%

18.46%

Promoter A=A(1)+A(2)

B. Public Shareholding

1. Institutions

a) Mutual Funds

10043507

3100

10046607

b) Banks / FI

17070

144

17214

c) Central Govt.

245907

-

245907

d) State Govt(s)

-

-

-

e) Venture Capital Funds

-

-

-

f) Insurance Companies

4006850

-

4006850

5.64%

9096945

3100

9100045

3.49%

-2.16%

0.01%

6762

144

6906

0.00%

-0.01%

0.14%

270659

-

270659

0.10%

-0.03%

-

-

-

-

-

-

-

-

-

-

-

-

2.25%

4006850

-

4006850

1.53%

(0.72%)

34 Indo Rama Synthetics (India) Limited

Standing strong through challenges

Category of

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change

Shareholders

(As on 1st April, 2019)

(As on 31st March, 2020)

during the

year

Demat

Physical

Total

% of Total

Demat

Physical

Total

% of Total

Shares

Shares

g) FIIs

14035074

4300

14039374

7.88%

1038

4300

5338

0.00%

(7.88%)

h) Foreign

-

-

-

-

-

-

-

-

-

Venture Capital Funds

i) Others (Specify)

-

-

-

-

-

-

-

-

-

Sub-total (B) (1)

28348408

7544

28355952

15.92%

13382254

7544

13389798

5.13%

(10.79%)

Overview Corporate

2. Non-Institutions

a) Bodies Corp.

i) Indian

3954999

17206971

21161970

ii) Overseas

-

-

-

b) Individuals

i) Individuals shareholders

7923891

546645

8470536

holding nominal share

capital upto `2 Lakh

ii) Individual shareholders

6374303

-

6374303

holding nominal share

capital in excess of `2 Lakh

11.88%

19965637

4

19970084

7.65%

(4.23%)

-

-

-

-

-

-

4.76%

7142629

506752

7649381

2.93%

(1.83%)

3.58%

5612873

-

5612873

2.15%

(1.43%)

Reports Statutory

c) Others (specify) NBFC

25000

0

25000

0.01%

10404

0

10404

0.00%

(0.01%)

Non Resident Indians

1048470

0

1048470

0.59%

1107103

0

1107103

0.42%

(0.16%)

Overseas Corporate Bodies

-

-

-

-

-

-

-

-

-

Foreign Nationals

-

-

-

-

-

-

-

-

-

Clearing Members

-

-

-

-

-

-

-

-

-

Trusts

-

-

-

-

-

-

-

-

-

Foreign Bodies-D R

-

-

-

-

-

-

-

-

-

Sub-total (B) (2)

19326663

17753616

37080279

20.82%

33838646

511199

34349845

13.16%

(7.66%)

Total Public Shareholding

47675071

17761160

65436231

36.74%

47220900

518743

47739643

18.28%

(18.46%)

(B)=(B) (1) + (B) (2)

C. Shares held

0

0

0

0.00%

0

0

0

0.00%

0.00%

by Custodian

for GDRs & ADRs

Grand Total (A+B+C)

160351991

17761160

178113151

100.00%

260594408

518743

261113151

100.00%

0.00%

Attachment - D

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

ii) Shareholding of Promoters

S.

Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No.

(As on 1st April, 2019)

(As on 31st March, 2020)

% change in

No. of Shares

% of total

% of Shares

No. of Shares

% of total

% of shares

shareholding

Shares of the

Pledged /

Shares of the

Pledged /

during the

Company

encumbered to

Company

encumbered to

year

total shares

total shares

1

Brookgrange

5,35,64,057

30.07

0.00

5,35,64,057

20.51

0.00

-9.56

Investments Ltd.

2

Indorama

-

-

-

10,06,96,588

38.56

0.00

38.56

Netherlands B.V.

3

Mr. Om Prakash Lohia

3,84,73,369

21.60

98.73

3,84,73,369

14.73

0.00

(6.87)

4

Mrs. Urmila Lohia

1,81,84,518

10.21

68.07

1,81,84,518

6.96

0.00

(3.25)

6

Mr. Aloke Lohia

99,200

0.06

0.00

99,200

0.04

0.00

(0.02)

7

Mr. Devang Kumar

4,14,100%

0.23

0.00

4,14,100%

0.16

0.00

(0.07)

8

Mr. Vishal Lohia

11,37,896

0.64

0.00

11,37,896

0.44

0.00

(0.20)

9

Ms. Aradhna Lohia

3,13,256

0.18

0.00

3,13,256

0.12

0.00

(0.06)

10

Mrs. Rimple Lohia

2,39,940

0.13

0.00

2,39,940

0.09

0.00

(0.04)

11

Mr. Yashovardhan Lohia

2,49,888

0.14

0.00

2,49,888

0.10

0.00

(0.04)

Total

11,26,76,920

63.26

44.70

21,33,73,508

81.72

0.00

18.46

Statements Financial

Annual Report 2019-20

35

Attachment - E

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

iii) Change in Promoters' Shareholding

Sl.

Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No.

(As on 1st April, 2019)

(1st April, 2019 to 31st March, 2020)

No. of shares

% of total shares of

No. of shares

% of total shares of

the Company

the Company

1

At the beginning of the year

11,26,76,920

63.26

2 Date wise Increase/Decrease in Promoters

#

Shareholding during the year specifying the reasons

for increase/decrease

(e.g. allotment/transfer/bonus/sweat equity, etc.): #

3

At the end of the year

21,33,73,508

81.72 *

  • Increase in the percentage of total equity shares of the Promoters from 63.26% to 81.72%, due to increase in Paid-up Share Capital from 17,81,13,151 Equity Shares to 26,11,13,151 Equity Shares upon allotment of 8,30,00,000 Equity Shares on preferential basis to Indorama Netherlands B.V. on 3rd April, 2019 and its

acquisition of 1,76,96,588 Equity shares through Open Offer on 31st May, 2019

# The details of equity shares allotted/acquired through Open Offer, during the year under review.

Sl.

Name

Shareholding

Date

Increase/

Reason

Cumulative Shareholding

No.

Decrease in

during the year (01-04-19

shareholding

to 31-03-20)

No. of shares at the

% of the total

No. of Shares

% of total

beginning (01-04-

shares of the

shares of the

19) / end of the year

Company

Company

(31-03-20)

1

Indorama

-

-

1-Apr-19

Netherlands

3-Apr-19

83000000

Allotment

8,30,00,000

31.79

B.V.

30-May-19

17696588

Open Offer

10,06,96,588

38.56

10,06,96,588

38.56

31-Mar-20

Attachment - F

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)

Sl.

Name

Shareholding

Date

Increase/

Reason

Cumulative Shareholding

No.

Decrease in

during the year (01-04-19

shareholding

to 31-03-20)

No. of shares at the

% of the total

No. of Shares

% of total

beginning (01-04-

shares of the

shares of the

19) / end of the year

Company

Company

(31-03-20)

1

Siam Stock

1,72,00,000

9.65

1st April,

NIL movement

Holdings Limited

2019

during the

1,72,00,000

6.59

31-Mar-20

year

1,72,00,000

6.59

2

Edelweiss India

43,09,091

2.42

1-Apr-19

Special Situations

13-Dec-19

79,486

Market

43,88,577

1.68

Fund-II

20-Dec-19

4,74,150

Purchase

48,62,727

1.86

31-Mar-20

48,62,727

1.86

3

EC Special

31,81,818

1.77

1-Apr-19

Nil movement

Situations Fund

31,81,818

1.22

31-Mar-20

during the

31,81,818

1.22

year

4

Life Insurance

30,05,152

1.67

1st April,

Nil movement

Corporation of India

2019

during the

30,05,152

1.55

31-Mar-20

year

30,05,152

1.55

5

Edelweiss India

16,00,000

0.90

1-Apr-19

Special Situations

20-Dec-19

-4,74,150

Market

11,25,850

Fund - EISAF II

31-Dec-19

-79,486

Sale

Onshore Fund

10,46,364

0.40

31-Mar-20

10,46,364

0.40

6

Monica Burman

10,00,000

0.56

1-Apr-19

Nil movement

10,00,000

0.38

31-Mar-20

during the

10,00,000

0.38

year

36

Indo Rama Synthetics (India) Limited

Standing strong through challenges

Sl.

Name

Shareholding

Date

Increase/

Reason

Cumulative Shareholding

No.

Decrease in

during the year (01-04-19

shareholding

to 31-03-20)

No. of shares at the

% of the total

No. of Shares

% of total

beginning (01-04-

shares of the

shares of the

19) / end of the year

Company

Company

(31-03-20)

7

Chowdry

0

0

1-Apr-19

Associates

21-Jun-19

47286

47,286

0.02

12-Jul-19

15251

62,537

0.02

2-Aug-19

43089

1,05,626

0.04

30-Aug-19

94559

2,00,185

0.08

13-Sep-19

236764

4,36,949

0.17

27-Sep-19

22195

4,59,144

0.18

4-Oct-19

10000

4,69,144

0.18

11-Oct-19

5000

4,74,144

0.18

18-Oct-19

32199

Market

5,06,343

0.19

1-Nov-19

2000

Purchase

5,08,343

0.19

17-Jan-20

25000

5,33,343

0.20

24-Jan-20

27500

5,60,843

0.21

31-Jan-20

16972

5,77,815

0.22

21-Feb-20

4500

5,82,315

0.22

28-Feb-20

5000

5,87,315

0.22

6-Mar-20

18373

6,05,688

0.23

13-Mar-20

10004

6,15,692

0.24

27-Mar-20

20000

6,35,692

0.24

6,35,692

0.24

31-Mar-20

8

United India

6,13,536

0.34

1-Apr-19

Nil movement

Insurance Company

6,13,536

0.23

31-Mar-20

during the

6,13,536

0.23

Ltd.

year

9

Pacific

5,59,923

0.31

1-Apr-19

Nil movement

Management Pvt.

5,59,923

0.21

31-Mar-20

during the

5,59,923

0.21

Ltd.

year

10

Lal Tolani

4,83,118

0.27

1-Apr-19

Nil movement

4,83,118

0.19

31-Mar-20

during the

4,83,118

0.19

year

Attachment - G

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

v) Shareholding of Directors and Key Managerial Personnel

Sl.

Name

Shareholding

Date

Increase/

Reason

Cumulative Shareholding

No.

Decrease in

during the year (01-04-19

shareholding

to 31-03-20)

No. of shares at the

% of the total

No. of Shares

% of total

beginning (01-04-

shares of the

shares

19) / end of the year

Company

of the

(31-03-20)

Company

A

DIRECTORS:

3,84,73,369

21.60

1-Apr-19

Nil movement

1 Mr. Om Prakash Lohia

Chairman &

3,84,73,369

14.73

31-Mar-20

during the

3,84,73,369

14.73

Managing Director

year

2

Mr. Vishal Lohia

11,37,896

0.64

1-Apr-19

Nil movement

Whole-time Director

11,37,896

0.44

31-Mar-20

during the

11,37,896

0.44

year

3 Mr. M. N. Sudhindra Rao

0

0

1-Apr-19

Nil Holding

Executive Director & CEO

0

0

31-Mar-20

during the

0

0

year

4 Mr. Udeypaul Singh Gill

0

0

1-Apr-19

Nil Holding

Non-Executive

0

0

31-Mar-20

0

0

during the

Non-Independent

year

Director

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

37

Sl.

Name

Shareholding

Date

Increase/

Reason

Cumulative Shareholding

No.

Decrease in

during the year (01-04-19

shareholding

to 31-03-20)

No. of shares at the

% of the total

No. of Shares

% of total

beginning (01-04-

shares of the

shares

19) / end of the year

Company

of the

(31-03-20)

Company

5

Dr. Arvind Pandalai

0

0

1-Apr-19

Nil Holding

Independent Director

0

0

31-Mar-20

during the

year

6

Mr. Suman Jyoti Khaitan

0

0

1-Apr-19

Nil Holding

Independent Director

0

0

31-Mar-20

during the

0

0

year

7

Mrs. Ranjana Agarwal

0

0

1-Apr-19

Nil Holding

Independent Director

0

0

31-Mar-20

during the

0

0

year

8

Mr. Dhanendra Kumar

0

0

1-Apr-19

Nil Holding

Independent Director

0

0

31-Mar-20

0

0

during the

(Appointed on 14-Feb-20 as

year

Additional Director)

B

Key Managerial Personnel

1

Mr. M. N. Sudhindra Rao

0

0

1-Apr-19

Nil Holding

Chief Executive Officer

0

0

31-Mar-20

during the

0

0

year

2

Mr. Umesh Kumar Agrawal

0

0

1-Apr-19

Nil Holding

Chief Commercial and

0

0

31-Mar-20

during the

0

0

Financial Officer

year

3

Mr. Susheel Kumar

0

0

1-Apr-19

Nil Holding

Mehrotra

0

0

31-Mar-20

during the

Chief Financial Officer

year

4

Mr. Jayant k Sood

0

0

1-Apr-19

Nil Holding

Company Secretary

0

0

31-Mar-20

during the

0

0

(upto 31/08/2019)

year

5

Mr. Pawan Kumar Thakur

0

0

1-Apr-19

Nil Holding

Company Secretary

0

0

31-Mar-20

during the

(from 01-08-

year

2019 to 31-03-2020)

Attachment - H

V. INDEBTEDNESS

v) Indebtedness of the Company including interest outstanding/accrued but not due for payment

(` in Crores)

Secured Loans

Unsecured Loans

Deposits

Total

excluding Deposits

Indebtedness

Indebtedness at the beginning of the financial

year (01/04/19)

i)

Principal Amount

379.04

195.00

574.04

ii)

Interest due but not paid

1.08

1.08

iii) Interest accrued but not due

20.90

20.90

TOTAL (i+ii+iii)

399.94

196.08

-

596.02

Change in Indebtedness during the financial year

Addition

.41

-

.41

Reduction

368.61

196.08

564.69

Exchange Difference loss

3.00

-

3.00

Net Change

81.80

(196.08)

(114.28)

Indebtedness at the end of the financial year (31/03/20)

i)

Principal Amount

471.37

471.37

ii) Interest due but not paid

0.10

0.10

iii) Interest accrued but not due

10.27

10.27

TOTAL (i+ii+iii)

481.74

-

481.74

38 Indo Rama Synthetics (India) Limited

Standing strong through challenges

Attachment - I

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/ or Manager

(` In Crores)

Sr.

Particulars of Remuneration

Name of MD / WTD / Manager

No.

Total Amount

Om Prakash Lohia

Vishal Lohia

M.N. Sudhindra

Rao

CMD

WTD

ED & CEO

1

Gross Salary

(a)

Salary as per provisions contained in Section 17 (1) of

2.03

1.22

1.90

5.15

the Income-tax Act, 1961

(b)

Value of perquisites u/s 17 (2) Income-tax Act, 1961

0.45

0.69

0.00

1.14

(c)

Profits in lieu of salary under Section 17 (3)

-

-

-

-

Income-tax Act, 1961

2

Stock Option

-

-

-

-

3

Sweat Equity

-

-

-

-

4

Commission

-

-

-

-

-

as % of profit

-

-

-

-

-

others, specify

-

-

-

-

5

Others, please specify

-

-

-

-

Total (A)

2.48

1.91

1.91

6.30

Ceiling as per the Act

*As per the Provisions of the Companies Act, 2013

Note : Above payments includes perquisite value as defined under Income Tax Act 1961 for various payment made during the period.

Attachment - J

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

B. Remuneration to other Directors

(` In Crores)

Non-

executive

Non-

Non-executive Independent Directors

Sl.

Particulars of Remuneration

Independent

No.

Director

Udeypaul

Ashok

Arvind

Suman

Ranjana

Dhanendra

Total

Singh Gill

Kumar

Pandalai

Jyoti

Agarwal

Kumar

Amount

Ladha

Khaitan

1

Independent Directors

- Fee for attending Board /

-

0.04

0.05

0.04

0.03

0.01

0.17

Committee meetings

-

Commission

-

-

-

-

-

-

-

-

Others, please specify

-

-

-

-

-

-

-

Total (1)

-

0.04

0.05

0.04

0.03

0.01

0.17

2 Other Non-Executive Directors

- Fee for attending Board /

-

-

-

-

-

-

-

Committee meetings

-

Commission

-

-

-

-

-

-

-

-

Others, please specify

-

-

-

-

-

-

-

Total (2)

-

-

-

-

-

-

-

Total (B) = (1+2)

-

0.04

0.05

0.04

0.03

0.01

0.17

Total Managerial Remuneration (A) +

6.47

(B)

Overall Ceiling as per the Act

No Remuneration, only Sitting Fee

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

39

Attachment - K

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

(` In Crores)

Sr.

Particulars of Remuneration

CCFO

CFO

Company Secretary

No.

Umesh Kumar

Susheel Kumar

Jayant k

Pawan Kumar

Total Amount

Agrawal

Mehrotra

Sood (Upto

Thakur

31/08/2019)

(01/08/2019 to

31/03/2020)

1

Gross Salary

(a) Salary as per provisions contained in section 17 (1) of

0.87

0.75

0.49

0.14

2.25

the Income-tax Act, 1961

(b) Value of perquisites u/s 17 (2) Income-tax Act, 1961

0.01

0.00

0.00

-

0.01

  1. Profits in lieu of salary under section 17 (3) Income-tax Act, 1961
  1. Stock Option
  2. Sweat Equity
  3. Commission
    • as % of profit
    • others, specify
  4. Others, please specify

Total

0.88

0.75

0.49

0.14

2.26

Note: Above payments includes perquisite value as defined under Income Tax Act 1961 for various payment made and retiral benefits given during the period.

Attachment - L

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES

Type

Section of the

Brief Description Details of Penalty

Authority (RD /

Appeal made, if

Companies Act

/ Punishment /

NCLT / COURT)

any (give details)

Compounding fees

imposed

A. COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

N I L

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

For and on behalf of the Board of Directors of

Indo Rama Synthetics (India) Limited

Om Prakash Lohia

Place: New Delhi

Chairman & Managing Director

Date:

24th June 2020

(DIN 00206807)

40 Indo Rama Synthetics (India) Limited

Standing strong through challenges

DISCLOSURE IN THE DIRECTORS' REPORTS' UNDER RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required under section 197 of the Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given below:

  1. The Ratio of remuneration of each Director to the median Remuneration of the employees of the Company for the financial year 2019-20 and percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the Financial Year 2019-20.

Remuneration of

Ratio of remuneration

% increase in

Sr.

Name of Director/KMP and Designation

Director /KMP for

of each director to

remuneration in

No

Financial Year 2019-20

median remuneration

the Financial year

(`in Crores)

of employees

2019-20

1

Mr. Om Prakash Lohia Chairman and Managing Director

2.48

64.11

Nil

2

Mr. Vishal Lohia (Whole-time Director)

1.91

49.34

Nil

3

Mr. M. N. Sudhindra Rao* (ED & CEO)

1.91

49.25

1.13

4

Mr. Udeypaul Singh Gill* Non-executiveNon-Independent Director

-

-

-

5

Mr. Umesh Kumar Agrawal ** Chief Commercial and Financial Officer

0.87

22.52

NA

6

Mr. Susheel Kumar Mehrotra Chief Financial Officer

0.76

19.51

Nil

7

Mr. Jayant K Sood, CHRO & CS ***

0.49

12.58

Nil

8

Mr. Pawan Kumar Thakur **** Company Secretary

0.14

3.68

NA

Note: Non-executive Independent Directors are only receiving fees for attending the meetings.

  • Appointed with effect from 03. 04.2019
  • Appointed with effect from 16.04.2019
  • Ceased to be in employment with effect from 06.08.2019
  • Appointed with effect from 06.08.2019
  1. The ratio of the remuneration of each director to the median remuneration of the Company for the Financial Year: The median remuneration of employees of the Company during the financial year was 0.0387 Crore and ratio of remuneration of each Director to the median remuneration of the employees of the Company for the financial year is provided in the above tables.
  1. Percentage increase in the median remuneration of employees in the financial year 2019-20:In the Financial Year 2019-20,there was 13.17% increase in the median remuneration of employees.
  2. The number of permanent employees on the rolls of the Company:
    There were 1,457 permanent employees on the rolls of the Company as on 31st March, 2020.
  3. average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
    During the year average percentage increase in the salary of employees of the Company other than the managerial personnel in the Financial year 2019-20 was 6.65%, whereas percentage increase in the managerial remuneration in the Financial year 2019-20 was insignificant.
    The Board of Directors of the Company affirms that the remuneration is as per the Remuneration Policy of the Company.

For and on behalf of the Board of Directors of

Indo Rama Synthetics (India) Limited

Mr. Om Prakash Lohia

Place: New Delhi

Chairman and Managing Director

Date: : 24th June, 2020

(DIN 00206807)

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

41

Management Discussion and Analysis

Global economy

The global economy faced several challenges during the year 2019. Trade tensions between various nations, impending Brexit deal, risks of global recession, volatility in the crude oil market and various other geopolitical risks have negatively impacted world trade.

The rise in uncertainty because of these events has affected demand and therefore business sentiments. Investor confidence has fallen to a great extent, thereby shrinking investments in various sectors.

The struggling global economy was further worsened by the COVID-19 pandemic breakout and the economic shut down in advanced economies and other parts of the world have disrupted billions of lives and are jeopardising decades of development progress.

The baseline forecast by World Bank envisions a 5.2% contraction in global GDP in 2020 - the deepest in eight decades. The global recession would be deeper, if bringing the pandemic under control took longer than expected, or if financial stress triggered cascading defaults. Adding fuel to the fire, an unprecedented collapse in oil demand, surge in oil inventories and steepest one month decline in oil prices have further escalated the economic distress. The fall in oil prices to some extent might help mitigate the misery of the emerging market and developing economies in their recovery path.

India's growth pattern (%)

2017

2018

2019E

2020F

2021F

World

3.3

3.0

2.4

-5.2

4.2

EMDE

4.5

4.3

3.5

-2.5

4.6

India

7.0

6.1

4.2

-3.2

2.8

Indian economy

The Indian economy continued its growth trajectory by achieving 4.2% in 2019 though lower than estimated. A country-wide lock down was enforced by the government in late March 2020 due to the COVID-19 pandemic. The economic impact of this has been so devastating that manufacturing and services activity came to a grinding halt, resulting in demand falling to unprecedented lows that fed into PMI indices going into a free fall. The country is now faced with enormous job losses, migration of labour, increased expenses in medical and health infrastructure, lower tax collections and high fiscal deficit.

The Government of India has responded to this economic fallout by announcing two stimulus packages and liquidity easing measures to fuel the economic activity. The lockdown is being removed in a phased manner and efforts are being made to revive the manufacturing, services and other productive activities. However, with the resurgence of COVID-19 in China, New Zealand and the United States, with no cure or vaccine being found as yet, we are looking at uncertain and challenging times ahead.

Indian textile industry

India's textile industry is one of the largest and most important sectors of the country's economy in terms of output, exports/foreign exchange earnings and employment (~45 million people, second highest after agriculture). The textile sector has a 2% share in the GDP and 12.5 % share in the Indian manufacturing GDP.

With the ensuing lockdowns worldwide and in India, the impact has increased manifold. Even before COVID-19, India's textile exports and companies were grappling with muted growth; with the lockdowns, the situation has worsened.

The economy as a whole and the textile industry in particular are staring at lower domestic and international demand due to anticipation of recession and job losses, falling exports, shortage of workmen due to migration and impact on margins.

In all this gloom, we also see a silver lining for the Indian textile industry.

  1. Post the pandemic, many countries and companies are likely to expand their supply nations rather than relying on a few countries. India can gain out of this if it manages to stay competitive.
  2. The man-made fibre and cotton fibre ratio globally is 70:30 whereas in India it 30:70. A focus on man-made fibre will increase consumption and also gain market share.
  3. The Government of India in the Union Budget announced in February 2020 gave a fillip to this by meeting a long-standing demand of the industry by removing anti-dumping duty on PTA, a basic raw material required for the manufacture of man-made fibre. The textile industry is also suffering from inverted duty structure of Goods and Service Tax (GST), which the government is actively considering neutralising. The government is also

42 Indo Rama Synthetics (India) Limited

Standing strong through challenges

formulating a new textile policy which is expected to help the textile Industry grow at double digit rates.

5. India is the largest producer of cotton in the world and also there is abundance of other raw materials required. The country has manufacturing and production capabilities across the entire value chain, competitive manufacturing costs, availability of skilled manpower, large and growing domestic market, rising per capita income, and a growing middle-class urban population creating demand for the apparel market.

Indo Rama Synthetics (India) Limited

Indo Rama Synthetics Ltd. is India's largest dedicated polyester manufacturer, incorporated in 1986. It has an integrated production facility in Butibori, near Nagpur, Maharashtra. Our large product gamut comprises Polyester Stable Fibre (PSF), Polyester Filament Yarn (PFY), Draw Texturised Yarn (DTY), Fully Drawn Yarn and Textile Grade Chips.

We have an annual production capacity of supreme quality products at 610,050 tonnes. Our presence is prominent and growing across major global geographies like the US, France, Germany, Turkey, Russia and Japan, among others.

Our core strengths

  • Over three decades of rich industry experience
  • Centrally located plant in India to cater demand throughout India.
  • One of India's most cost-efficient polyester manufacturers
  • Well-definedquality and process management system
  • Technological excellence
  • Global presence
  • Enduring and stable relationship with clients
  • Strong technical, financial and operational support with management control by Indorama Ventures Public Company Limited (IVL), a world leader in fibre segment.

Production and sales performance

Particulars

FY 2019-20

FY 2018-19

Financial performance

(` in Crores)

Particulars

FY 2019-20

FY 2018-19

Total income

2,127.94

1,699.37

EBIDTA

0.66

(88.58)

PBT

(180.00)

(421.66)

PAT

(317.56)

(270.33)

Book value per share (`)

8.52

13.54

Earnings per share (`)

(12.13)

(17.01)

Raw material dynamics

For the Polyester industry, the main raw materials are Purified Terephthalic Acid (PTA) and Mono Ethylene Glycol (MEG). These are derivatives of petrochemical industry. Any change in crude oil price affects the prices of feedstocks PTA and MEG.

Oil prices have been very volatile during the last financial year varying between US$33 and US$ per 77 per barrel. The COVID-19 pandemic added further to the volatility in March 2020, with oil prices crashing to historic lows due to negligible demand as a result of the lockdowns imposed globally.

Purified Terephthalic Acid (PTA)

There are only three suppliers of PTA in the country and the demand supply balance is matched with around 10% of imports. Prices are based on import parity and it varied between US$488 to US$846 PMT due to the volatility of oil prices indicated above.

There are also three suppliers of MEG in the country and the demand supply balance is matched with around 30% of imports. The MEG price varied between US$455 PMT to US$598 PMT. The MEG - Ethylene Delta varied between US$20 PMT to US$162 PMT, with an average of US$89 PMT as against the average of US$165 PMT in the previous year. Significant decrease in price of MEG as well as MEG - Ethylene Delta took place due to over supply in MEG market caused by commissioning of new MEG capacity in various parts of the world, which resulted in fierce competition.

Power generation

Indo Rama's Captive Power Plant (CPP), complete with coal-based thermal power of 40 MW capacity and 31.08 MW FO-based DG capacity, is sufficient to meet the Company's demand. The coal-based thermal power source enables an

Overview Corporate

Reports Statutory

Statements Financial

Total revenue from operations (` in Crores)

Total exports (` in Crores)

Electrical power (MWPH) Polyester Staple Fibre (TPA) Polyester Filament Yarn (TPA) Draw Texturised Yarn (TPA) Polyester Chips (TPA)

2,122 1,695

564328

24.49 19.72

117,255 83,285

134,187 77,263

107,868 56,810

2,904987

uninterrupted power supply for processes and production. The DG-based power sets are used sparingly to meet contingencies and emergencies.

The Thermal Power Plant (TPP) also caters to the demand of processed DM water and steam, through extraction from turbines in production facilities. Power by open access on available opportunities during ASD of power boilers and TG sets as well as in off-peak hours.

The Company continues to monitor its power use, internally and externally, to find out avenues for reducing cost of power in polyester production, thereby contributing to core business profitability.

Annual Report 2019-20

43

During FY 2019-20, the Company had to mainly source coal from spot auction of WCL as LOI for the linkage coal is still awaited, Hence, during the year coal cost was higher as compared to last year.

The Company is availing power from the state grid from 11th June 2020. This will help in reducing carbon emission and also reduce the cost of power to the Company due to the state government subsidies in power to encourage textile industry.

People at Indo Rama

Our people are the heart of our business and a critical lever for our growth. We implement a systematic performance management strategy, while investing heavily in human resource initiatives to attract and retain the best talent. In order to maximise employee satisfaction, we provide comprehensive learning opportunities and good long-term

Risks

Mitigation measures

prospects. We ensure free flow of knowledge across all tiers of the management in an endeavour to maintain transparency and a collaborative spirit. Total number of employees, including contract labour are 3,111 as on 31st March, 2020.

Risk management

A comprehensive risk management process is indispensable for survival in today's capricious business world. With rising globalisation, we continuously evolve our risk management system. It is enabling our business to achieve its strategic objectives; and deliver sustainable, long-term growth and a commitment to responsible business practices. Our risk management system is prudently decentralised to facilitate risk mitigation at transaction levels.

We have classified various risks and their mitigation process:

Cost Risk

Cost of raw materials fluctuate as polyester making raw materials are crude oil price sensitive

  • The Company procures its major raw material, PTA mainly locally with minimum effect of price fluctuations due to crude sensitivity in view of lesser transit time
  • Renegotiating with vendors and alternative sourcing of raw materials has helped the Company to optimise cost of raw materials
  • Prices are linked with published price Index of various raw materials

Quality Risk

A drop in quality of products may impair the Company's image

Employee Risk

Inability to attract and retain skilled workforce can have a negative impact on our growth

  • The Company has stout quality measures in place
  • Our strong technology backup helps in maintaining the quality
  • The Company enjoys quality certification - ISO-9001:2008
  • Our fully equipped quality-control laboratory with contemporary equipment and software ensures continuous supply of high-standard products
  • Indo Rama follows a uniform and merit-based recruitment process. It is sustained by a structured and precise selection procedure to avoid discrimination
  • Impartial assessment process and unbiased performance appraisal help retain skilled workforce
  • The Company encourages people with rewards and recognitions
  • Arranging employee engagement activities to strengthen relationships and develop a pleasant work environment

Technological Risk Technological obsolescence may hurt our operational performance

  • We have several technical collaborations with technology leaders in Japan, Germany and the US
  • Re-engineeringand improvisation help the organisation in optimisation
  • Continuous investment in technology up-gradations has enabled us to stay at the cutting-edge
  • A strong team monitors the entire process to ensure stability

Customer Risk

• We maintain a strong sales and marketing team to increase market penetration

Inability to reach demand

• Indo Rama takes various measures to increase customer satisfaction

pockets and not catering to

The marketing department tries to maintain long-term relations with customers to ensure repeat business

evolving needs may have a

Market trends are analysed to derive demand trends for customers

detrimental effect

Competition Risk Competition from other players might affect business

  • We are widening customer base and catering to specific needs to gain customer trust
  • With an expanded value-added product portfolio, we now can address a broader client base

Forex Risk

Volatility in global currencies can impact profit margins

  • Maintaining an equilibrium between exports receipts and import payments create a natural hedge against currency fluctuations effect
  • To safeguard against currency volatility, forward contracts are taken on need- and assessment-based approach

44 Indo Rama Synthetics (India) Limited

Standing strong through challenges

Safety, Health and Environment

At Indo Rama, we believe that organisations' sustainability is directly proportional to the safety, health and environment management. We endeavour to demonstrate environmental and social responsibility at every step.

We are devoted to benefit communities - workforce, public and environment. Our safety, health and environment objectives include complying with all applicable laws relevant to the industry. The Management believes in sharing responsibility throughout the hierarchy in conforming to the existing laws.

During FY 2019-20, the Company got the ISO: 45001:2018 certification to further strengthen the Management's commitment to occupational health and safety.

Fire & Safety

  • We abide by all statutory compliance as per Factories Act 1948, Maharashtra Factories Rules 1963 and Maharashtra Fire Prevention and Life Safety Measures Rules
  • ISO: 45001:2018 certificate received from M/s Societe Generale de Surveillance in the month of December 2019
  • There is a continuous effort from the Management for creating awareness on fire and safety among employees, including their family members and contractor workers
  • No major fire incidents took place in 2019-20
  • No fatality took place in 2019-20
  • Occupational Health and Safety Audit as per IS: 14489 was conducted during the month of July, 2019 as per statutory requirement of Maharashtra Factory Rule, 1963
  • Fire Audits (form B) were conducted during the month of January and July 2019 as per statutory requirement of Maharashtra Fire Protection and Life Safety Measures Act
  • Well-definedand updated on-site Emergency Management Plan to tackle any major emergency inside and outside plant premises
  • Conducted mock drills on various emergency scenarios to ensure emergency preparedness
  • Conducted awareness programmes for family members of Company employees on LPG Safety, Home Safety, Road Safety and other relevant topics
  • Celebrated safety month (4 February to 4 March-2020) to create safety awareness among employees, including their family members and contractor workers. Around 600 participants participated in various 14 competitions directly
  • Help extended to nearby industries in coordination with government organisation during fire emergencies in

their plant by providing fire tender to extinguish the fire during FY 2019-20

  • Fire hydrant system was kept in working condition round the clock to cater to fire emergency

Health

  • Diagnostic and treatment camp conducted by Seven Star Hospital, Nagpur. ECG, blood sugar and physician check-up done. Total 95 persons took the advantage of this camp
  • Blood donation camp conducted by Jeevan Jyoti Blood Bank, Nagpur. Total 93 persons donated blood voluntarily
  • Ira International School yearly Medical Examination done
    - VI to X Standard total 375 students covered.
  • Lecture on Adolescence given to VII-VIII Standard students of Ira International School
  • Awareness lecture on Hypertension and Dengue conducted for colony residents
  • Awareness lecture on diet conducted for employees by a Dietician Doctor from Nagpur
  • Awareness lecture on Cancer and its prevention conducted on the occasion of 'World No Tobacco Day' by expert doctor from Nagpur
  • Total nine lectures taken on First Aid and CPR and more than 175 persons educated
  • World Aids Day celebrated and organised four camps on HIV/AIDS for voluntary testing (270 tests done) under ELM project throughout the year with help of Sahyadri Foundation, Nagpur
  • Awareness lecture programmes on Tobacco - 27 programmes conducted, more than 600 employees and contract labours educated
  • More than 25 awareness workshops on COVID-19 conducted covering 700 employees and we are continuing these workshops on a regular basis
  • Dos and Don'ts of COVID-19 prevention pamphlets; 5,000 distributed to all employees, contract labourers and to nearby residents through PHC Takalghat
  • Corona Pocket Booklet of Indo Rama; 5,000 distributed in a similar way
  • Board announced preventive measures for COVID-19 displayed in both residential colonies and plant premises
  • Sanitsation done in colonies and plant premises and is repeated at regular intervals
  • Thermal screening of all colony residents done twice in April and May
  • Thermal screening and sanitisation are being done at each entrance gate on regular basis

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

45

Environment

At Indo Rama, we adopt several measures to maintain ecological balance in and around our production facilities - particularly with regard to solid hazardous waste management. Polymer and fibre wastes are sold to authorised parties for reuse and we ensure that hazardous wastes reach the registered recyclers. We sustained our various efforts to protect the environment.

Information technology (IT)

Due to obsolescence in technology of IBM server which was hosting ERP SAP, a new server from IBM P8-S824 was purchased by IRSL, and installed in the Data Center

  • Butibori. All historical data of SAP was also migrated to these IBM servers.

Internal controls and their adequacy

Indo Rama has a robust internal control system in place, designed to achieve efficacy of systems, processes and controls. Internal audit is carried out by an independent agency and internal enterprise risk management team. All the major areas and processes are covered in the review plan, drawn in consultation with the Management. Standard operating procedure compliance and Management-approved policies are reviewed and areas of improvement, if any, are identified. Internal audit process verifies whether all systems and processes are commensurate with the business size and structure. Adequate internal control systems safeguard the assets of the Company with timely identification and intervention to assuage risks. The internal audit report is discussed with the Management and members of the Audit Committee to keep a check on the existing systems and take corrective action to further enhance the control measures.

Statutory compliance

Mr. Pawan Kumar Thakur, Company Secretary and Compliance Officer makes a declaration at each Board Meeting regarding the compliance with the provisions of various statutes, after obtaining confirmation from all the units of the Company. He also ensures compliance accordance to SEBI regulations

and Companies Act, 2013 and rules thereof and all other applicable statutes.

The Company has identified the following ratios as key financial ratios:

Sr.

Particulars

FY 2019-20

FY 2018-19

No.

1

Debtors Turnover Ratio (times)

22 .40

26.74

2

Inventory

17 .08

19 .29

Turnover Ratio (times)

3

Interest Coverage Ratio (times)

(1.23)

-2.74

4

Current Ratio (times)

0.75

0.53

5

Debt Equity Ratio (times)

1.70

1.17

6

Operating Profit Margin (%)

0.0003%

(12.82%)

7

Net Profit Margin (%)

(15.43%)

(17.05%)

8

Return on Net Worth (%)

(156%)

(123%)

Cautionary statement

The Management of Indo Rama has prepared and is responsible for the financial statements that appear in this report. These are in conformity with accounting principles generally accepted in India. Statements in this Management Discussion and Analysis describing the Company's objectives, projections, estimates and expectations may be 'forward looking statements' within the meaning of applicable laws and regulations. The Management has made these statements based on its current expectations and projections about future events. Wherever possible, it has tried to identify such statements by using words such as 'anticipate', 'estimate', 'expect', 'project', 'intend', 'plan', 'believe' and words of similar substance. Such statements, however, involve known and unknown risks, significant changes in the political and economic environment in India or key markets abroad, tax laws, litigation, labour relations, exchange rate fluctuations, interest and other costs which may cause actual results to differ materially. The Management cannot guarantee that these forward-looking statements will be realised, although it believes that it has been prudent in making these assumptions. The Management undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

46 Indo Rama Synthetics (India) Limited

Standing strong through challenges

Report on Corporate Governance

Overview Corporate

The Directors present the Company's Report on Corporate Governance for the financial year ended 31st March, 2020, in terms of Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations").

1. COMPANY PHILOSOPHY ON THE CODE OF CORPORATE GOVERNANCE

Indo Rama Synthetics (India) Limited (the "Company") has complied with the principles and practices of good Corporate Governance. The Company's philosophy is to attain transparency and accountability in its relationship with employees, shareholders, creditors, consumers, dealers and lenders, ensuring a high degree of regulatory compliance. Your Company firmly believes that a good governance process represents the foundation of corporate excellence. Our business fosters a culture of ethical behaviour and disclosures aimed at building trust of our stakeholders. We have adopted various codes and policies to carry out our duties and responsibilities in ethical and transparent manner.

2. BOARD OF DIRECTORS

  1. Composition:
    The Board of the Company is comprised of Executive and Non- Executive Directors including Independent Directors. As on 31st March, 2020, the composition of

the Board is as under which is headed by Chairman & Managing Director.

Sl.

Category

No. of

% of total no.

No.

Directors

of Directors

Executive Director-Promoter

2

25.00

Executive Director & CEO

1

12.50

Non- Executive Non-

1

12.50

Independent Director

Non- Executive

4

50.00

Independent Directors

(Including one women Director)

Total

8

100.00

None of the Directors on the Board holds directorship in more than ten public companies. None of the Independent Director serves as an Independent Director of more than seven listed entities. Necessary disclosures regarding committee positions in other public companies as on March 31, 2020 have been made by the Directors. None of the Director is related to each other except Mr. Om Prakash Lohia and Mr. Vishal Lohia

  1. Chart matrix setting out the skills/expertise/ competence of the Board of Directors:
    The Board has identified the following core skills, expertise, competencies as required in the context of business of the Company and the sector in which Company is operating.

Reports Statutory

Statements Financial

Sl.

Skills / Expertise / Competence

Mr. Om

Mr. Vishal

Mr. M N

Mr.

Dr. Arvind

Mr. Suman

Mrs.

Mr.

Prakash

Sudhindra

Udeypaul

Jyoti

Ranjana

Dhanendra

No

identified by the Board

Lohia

Pandalai

Lohia

Rao

Singh Gill

Khaitan

Agarwal

Kumar

1

Knowledge/Understanding of

the Business of the Company,

the industry/ sector to which it

relates with respect to relevant,

rules, regulations and status

of compliances thereof, best

corporate governance practice,

business ethics, and structures

to manage risk and crisis

2

Strategic expertise,

strategic planning and

implementation with clear

vision and incorporation of

necessary changes required

due to existence of dynamic

global environment.

3

Behavioral competencies/

personal attributes displaying

  1. Integrity and ethical standard
  2. Mentoring ability

Annual Report 2019-20

47

Sl.

Skills / Expertise / Competence

Mr. Om

Mr. Vishal

Mr. M N

Mr.

Dr. Arvind

Mr. Suman

Mrs.

Mr.

Prakash

Sudhindra

Udeypaul

Jyoti

Ranjana

Dhanendra

No

identified by the Board

Lohia

Pandalai

Lohia

Rao

Singh Gill

Khaitan

Agarwal

Kumar

4

Mind- set or Attitude:

i)

Possession of

ethical mindset;

ii)

Carrying of

professional attitude;

iii)

Performance oriented

5 Finance and technical skill:

  1. Ability to interpret financial statements and accounts and to assess the financial viability of the projects
  2. Gauging potential business opportunities
  3. Assessing importance of information technology of the Company or other specific skills

6 Risk oversight / management

  1. Ability to identify key risks
  2. Possession of Risk Management skill
  1. Board Meeting & Attendance:

During 2019-20, 5 (five) Board Meetings were held, i.e., 15th May, 2019, 20th July, 2019, 6th August, 2019, 5th November, 2019 and 14th February, 2020. The necessary quorum was present in all the meetings.

The attendance of Directors at the Board Meetings during 2019-20 and the last Annual General Meeting held on 26th July, 2019, is as under:

Name of Directors and

Date of

Date of

No of Board

No of Board

Attendance at the

Directors Identification

appointment in

Category of Directorship

meeting

Appoint-ment

Meeting attended

last AGM

Number

the Current term

held

Mr. Om Prakash Lohia

28.04.1986

26.12.2017

Executive Director -

5

3

No

(DIN:00206807)

Promoter

Mr. Vishal Lohia

16.04.2002

01.04.2019

Executive Director -

5

5

Yes

(DIN: 00206458)

Promoter

Mr. M.N. Sudhindra Rao

03.04.2019

NA

Executive Director

5

5

Yes

(DIN: 01820347)

& CEO

Mr. Udeypaul Singh Gill

03.04.2019

NA

Non-executive -

5

3

No

(DIN: 00004340)

Non Independent Director

Mr. Suman Jyoti Khaitan

30.01.2013

15.05.2019

Non- Executive

5

4

No

(DIN: 00023370)

Independent Director

Mrs. Ranjana Agarwal

18.05.2015

18.05.2020

Non- Executive

5

4

No

(DIN: 03340032)

Independent Director

Dr. Arvind Pandalai

31.08.2016

NA

Non- Executive

5

5

Yes

(DIN: 00352809

Independent Director

Mr. Ashok Kumar Ladha*

14.06.1995

15.05.2019

Non- Executive

4

3

No

(DIN : 00089360)

Independent Director

Dhanendra Kumar**

14.02.2020

NA

Non- Executive

1

1

NA

(DIN: 05019411)

Independent Director

  • Ceased to be Director, with effect from 25th November, 2019.
  • Appointed as Non- Executive Independent Director, with effect from 14th February, 2020.

48 Indo Rama Synthetics (India) Limited

Standing strong through challenges

  1. Outside Directorships, Committee Membership(s)/Chairmanship(s):
    The number of other Board and Board Committee in which the Directors of the Company are holding the position of Member/Chairperson, as on 31st March, 2020.

No of Outside Directorship held

No of Outside

Committees

Name of other Listed Company and

Name of the Director and

Public Co./

Private Co.

Other Co.

Member*

Chairman#

Director Identification No.

Listed /

Category of Directorship

Unlisted

Mr. Om Prakash Lohia

2

2

1

Nil

Nil

GFL Limited -

(DIN: 00206807

Non- Executive Independent Director

Gujarat Fluorochemicals Limited - Non-

Executive Independent Director

Mr. Vishal Lohia

Nil

1

Nil

Nil

Nil

None

(DIN: 00206458)

Mr. M.N. Sudhindra Rao

1

3

NIL

1

NIl

Everest Kanto Cylinder Limited- Non-

(DIN: 01820347)

Executive Independent Director

Mr. Udeypaul Singh Gill

Nil

Nil

10 ##

Nil

Nil

None

(DIN: 00004340)

Mr. Suman Jyoti Khaitan

2

1

1

2

2

Oriental Carbon Chemical Limited- Non-

(DIN: 00023370)

Executive Independent Director

Jindal Stainless Limited-

Non- Executive Independent Director

Mrs. Ranjana Agarwal

5

1

1

5

1

KDDL Limited-

(DIN: 03340032)

Non- Executive Independent Director

ICRA Limited-

Non- Executive Independent Director

UGRO Capital Limited-

Non- Executive Independent Director

ICRA Analytics Limited

Non- Executive Independent Director

RBL Bank Limited-

Non- Executive Independent Director

Dr. Arvind Pandalai

Nil

Nil

Nil

Nil

Nil

None

(DIN: 00352809)

Mr. Dhanendra Kumar

2

Nil

1

1

Nil

Jay Bharat Maruti Limited-

(DIN: 05019411)

Non- Executive Independent Director

  • All committee including Chairmanship and Membership of Audit Committee and the Stakeholders Relationship Committee have been considered.
    # Including Chairmanship.
    ## Foreign Companies Directorships

The number of Directorships, Committee Memberships Chairmanships of all Directors is within respective Limits prescribed under the Companies Act, 2013 ("Act") and Listing Regulations.

Overview Corporate

Reports Statutory

Statements Financial

  1. The Board periodically reviews, the Compliance Report of all laws applicable to the Company.
  2. Independent Director confirmations by the Board:
    Independent Directors are Non- Executive Director as defined under Regulation 16 (1) (b) of the SEBI Listing Regulations read with section 149 (6) of the Companies Act, 2013 along with rules framed there under. In terms of Regulation 25 (8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exits or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declaration received from Independent Directors, the Board of Directors have confirmed that they met the criteria of Independence as mentioned under

Regulation 16(1)(b) of the List Regulations and that they are independent of the Management.

  1. Detailed reason for the Resignation of Independent Director:
    Mr. Ashok Kumar Ladha, Non- Executive Independent Director, resigned from the Directorship of the Company with effect from 25th November 2019, due to personal reason and he confirmed that there is no other material reason other than those provided in the resignation letter.
  2. Information supplied to the Board of Directors:
    During 2019-20, all necessary information as required under the applicable provisions of the Companies Act, 2013, Listing Regulations and other applicable laws and rules were placed and discussed at the Board Meeting.

Annual Report 2019-20

49

  1. During the year following resolutions were passed by the circulation:

Sl.

Agenda

Date of Resolution passed by

No

the Board / Committee

i)

To approve Cost Auditors Report

25th September, 2019

for the financial year 2018-19.

ii)

Acceptance of Resignation of

25th November, 2019

Mr. Ashok Kumar Ladha (DIN:

00089360) from Directorship (Non-

Executive Independent Director)

of the Company.

  1. To consider and give No Objection 2nd January, 2020 Certificate for using the premises
    situated at the Metropolitan, 6th floor, C-26/27, Bandra Kurla Complex, Bandra East, Mumbai-400051, Maharashtra, by Indorama Ventures Global Shared Services Pvt. Ltd., as its Registered Office.
  1. Disclosure of relationship between Director, inter-se:

Name of the Director

Category of

Relationship

Directorship

between Directors

Mr. Om Prakash Lohia

Executive Director -

Mr. Vishal

(DIN: 00206807)

Promoter

Lohia (Son)

Mr. Vishal Lohia

Executive Director -

Mr. Om Prakash

(DIN: 00206458)

Promoter

Lohia (Father)

Mr. M.N. Sudhindra Rao

Executive Director

None

(DIN: 01820347)

Mr. Udeypaul Singh Gill

Non- Executive Non-

None

(DIN: 00004340)

Independent Director

Mr. Suman Jyoti Khaitan

Non- Executive

None

(DIN: 00023370)

Independent Director

Mrs. Ranjana Agarwal

Non- Executive

None

(DIN: 03340032

Independent Director

Dr. Arvind Pandalai

Non- Executive

None

(DIN: 00352809)

Independent Director

Mr. Dhanendra Kumar

Non- Executive

None

(DIN: 05019411)

Independent Director

  1. Separate Meeting of Independent Directors:
    During the year under review, a separate meeting of the Independent Directors of the Company was convened on 16th March, 2020, inter- alia, to perform the following:
    • Review the performance of Non-Independent Directors and the Board as a whole;
    • Review the performance of the Chairperson of the Company, taking into account the views of the Executive Directors and Non- Executive Directors; and
    • Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The following Independent Directors were present at the Meeting:

    1. Mr. Suman Jyoti Khaitan;
    2. Mrs. Ranjana Agarwal;
    3. Mr. Dhanendra Kumar; and
    4. Dr. Arvind Pandalai.
  1. Familiarisation programme for Independent Directors:
    Pursuant to regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company should familiarise the Independent Directors through various programs about the Company.
    At the time of appointing an Independent Director, a formal letter of appointment is given to him, which inter-alia explain the role, function, duties and responsibilities expected from him as an Independent Director of the Company. The Independent Director is also explained in details the compliance required from him under Companies Act, 2013, Listing Regulations and other various other statutes and an affirmation is required.
    Periodic presentations are made at the Board and Board Committee Meetings, on the business and performance updates of the Company. The details of the familiarisation programme have been disclosed on the website of the Company at the following web-link, https://www.indoramaindia.com/pdf/policies /Familiarisation- Programme-IDs-REVISED.pdf.
  2. Evaluation of the Board's Performance:
    As per the applicable provisions of the Companies Act, 2013 and Listing Regulations, the Board has to carry out evaluation of its performance, Committees of the Board and individual Directors of the Company based on the criteria laid down by the Nomination and Remuneration Committee. Feedback was sought by way of structured questionnaires covering various aspects of the Board's functioning/ effectiveness, such as Board Structure, Business Excellence, Managing Stakeholders, Business Performance Evaluation, Compliance, Internal Control, Audit Function, Risk Management and the evaluation was carried out based on responses received from the Directors.
  3. Code of Conduct:
    The Code of Conduct for Board Members and Senior Management of the Company is available on the Company's website, http://www.indoramaindia.com. Annual declaration by the Chairman and Managing Director of the Company pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, regarding compliance with the code by all the Directors and Senior Management is attached with the Annual Report.

50 Indo Rama Synthetics (India) Limited

Standing strong through challenges

  1. Terms and conditions of appointment of Independent Directors:
    The terms and conditions of appointment of Independent Directors have been placed on the website of the Company. The same is available on the Company's website, https://www.indoramaindia.com /pdf/policies/Terms-and-Conditions-of-Indepentdent-Directors.pdf.

3. COMMITTEES OF THE BOARD

There are eight Committees of the Board, viz; the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Share Allotment and Transfer Committee, Corporate Social Responsibility Committee, Risk Management Committee, Business Responsibility Reporting Committee and Banking and Finance Committee.

  1. Audit Committee
  1. Composition:
    As on 31st March, 2020, the Company's Audit Committee comprises of four Non- Executive Independent Directors, one Executive-Promoter Director and one Executive Director.

The Company Secretary acts as the Secretary to the Audit Committee. The composition is as under:

  1. Dr. Arvind Pandalai (DIN: 00352809), Non- Executive Independent Director, Chairman;
  2. Mr. Suman Jyoti Khaitan (DIN: 0023370), Non- Executive Independent Director, Member;
  3. Mrs. Ranjana Agarwal (DIN: 03340032), Non- Executive Independent Director Member;
  4. Mr. Dhanendra Kumar (DIN: 05019411), Non- Executive Independent Director, Member
  5. Mr. Vishal Lohia (DIN: 00206458), Executive Director, Promoter, Member; and
  6. Mr. M.N. Sudhindra Rao (DIN: 01820347), Executive Director, Member.

All Members of the Committee are financially literate and most of them have accounting and/or related financial management expertise.

  1. Terms of Reference:
    Powers and Role of the Audit Committee:
    1. Powers:

The powers of Audit Committee include the following:

  1. To investigate any activity within its terms of reference;
  1. To seek information required from any employee;
  2. To obtain outside legal or other professional advice; and
  3. To secure attendance of outsiders with relevant expertise, if it considers necessary.
  1. Role:

The role of the Audit Committee includes the following:

  1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
  2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company
  3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors except those which are specifically prohibited;
  4. Reviewing, with the management, and examination of the financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
    1. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
    2. Changes, if any, in accounting policies and practices and reasons for the same;
    3. Major accounting entries involving estimates based on the exercise of judgment by management;
    4. Significant adjustments made in the financial statements arising out of audit findings;
    5. Compliance with listing and other legal requirements relating to financial statements;
    6. Disclosure of any Related Party Transactions;
    7. Modified opinion(s) in the draft audit report.
  5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

51

  1. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for the purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
  2. Review and monitor the auditor's independence and performance, and effectiveness of audit process;
  3. Approval or any subsequent modification of transactions of the company with related parties and scrutiny of the method used to determine the arm's length price of any transaction;
  4. Scrutiny of inter-corporate loans and investments;
  5. Valuation of undertakings or assets of the company, wherever it is necessary;
  6. Evaluation of internal financial controls and risk management systems;
  7. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
  8. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
  9. Discussion with internal auditors of any significant findings and follow up there on;
  10. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
  11. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
  12. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
    1. To review the functioning of the Whistle Blower mechanism;
    2. Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate;
    3. Reviewing the utilisation of loans and/or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/advances/investments existing as on the date of coming into force of this provision;
    4. Reviewing the compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 at least once in a financial year and shall verify that the systems for internal control are adequate and are operating effectively; and
    5. Carrying out any other function as may be delegated by the Board of Directors from time to time or as may be required by applicable law or as is mentioned in the terms of reference of the audit committee.
  1. Review of information by the Audit Committee: The Audit Committee mandatorily review the following information:
  1. Management discussion and analysis of financial condition and results of operations;
  2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
  3. Management letters / letters of internal control weaknesses issued by the statutory auditors;
  4. Internal audit reports relating to internal control weaknesses;
  5. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee; and
  6. Statement of deviations:
    1. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulations 32(1); and
    2. annual statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 31(1).

52 Indo Rama Synthetics (India) Limited

Standing strong through challenges

  1. Meeting & Attendance:
    During 2019-20, 4 (four) Meetings of the Audit Committee were held, i.e., 15th May, 2019, 6th August, 2019, 5th November, 2019 and 14th February, 2020 and attendance of Members Directors, are as follows:

No. of Meetings

Name of Members

Category

Held

under

Attended

tenure

Dr. Arvind Pandalai

Non- Executive

4

4

(DIN: 00352809)

Independent Director

Mr. Suman Jyoti

Non- Executive

4

4

Khaitan

Independent Director

(DIN: 0023370)

Mrs. Ranjana Agarwal

Non- Executive

4

3

DIN: 03340032

Independent Director

Mr. Dhanendra Kumar **

Non- Executive

1

1

(DIN: 05019411)

Independent Director

Mr. Ashok Kumar Ladha* Non- Executive

3

3

(DIN: 00089360)

Independent Director

Mr. Vishal Lohia

Executive

4

4

(DIN: 00206458)

Director- Promoter

Mr. M N Sudhindra Rao

Executive Director

2

2

(DIN: 01820347)

  • Ceased to be Director with effect from 25th November 2019.
  • Appointed as Non- Executive Independent Director with effect from 14th February 2020.
  1. Nomination and Remuneration Committee
  1. Composition:
    As on 31st March, 2020, Company's Nomination and Remuneration Committee comprises (4) four Non- Executive Independent Directors and one Non- Executive Non-independent Director.

The

Company

Secretary acts as

Secretary to

the

Nomination

and Remuneration

Committee.

The Composition is as under:

  1. Mr. Suman Jyoti Khaitan (DIN: 0023370), Non- Executive Independent Director, Chairman;
  2. Dr. Arvind Pandalai (DIN: 00352809), Non- Executive Independent Director, Member;
  3. Mr. Udeypaul Singh Gill (DIN: 00004340), Non- Executive Non Independent Director, Member;
  4. Mrs. Ranjana Agarwal (DIN: 03340032), Non- Executive Independent Director, Member; and
  5. Mr. Dhanendra Kumar (DIN: 05019411), Non- Executive Independent Director, Member.
  1. Term of reference:
    The Nomination and Remuneration Committee is responsible for, among other things, as may be required by the Company from time to time, the following:
  1. To formulate criteria for:
    1. determining qualifications, positive attributes and independence of a director; and
    2. evaluation of performance of independent directors and the Board of Directors.
  2. To devise the following policies on:
    1. remuneration including any compensation related payments of the directors, key managerial personnel and other employees and recommend the same to the Board of the Company; and
    2. Board diversity laying out an optimum mix of executive, independent and non- independent directors keeping in mind the needs of the Company.
  3. To identify persons who are qualified to:
    1. become directors in accordance with the criteria laid down, and recommend to the Board the appointment and removal of directors; and
    2. be appointed in senior management in accordance with the policies of the Company and recommend their appointment or removal to the HR Department and to the Board.
    1. To specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance;
    2. To carry out evaluation of the performance of every director of the Company;
    3. To express opinion to the Board that a director possesses the requisite qualification(s) for the practice of the profession in case the services to be rendered by a director are of professional nature.
  1. Meeting & Attendance:
    During the financial year 2019-20, the Nomination and RemunerationCommitteeoftheCompanymet(4)fourtimes on 15th May 2019; 6th August 2019; 5th November 2019; and 14th February 2020. The attendance of the Member Director, is as follows:

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

53

No. of Meetings

Name of Members

Category

Held

under

Attended

tenure

Dr. Arvind Pandalai

Non- Executive

4

4

(DIN: 00352809)

Independent Director

Mr. Suman Jyoti

Non- Executive

4

4

Khaitan

Independent Director

(DIN: 0023370)

Mrs. Ranjana Agarwal

Non- Executive

4

3

(DIN: 03340032)

Independent Director

Mr. Ashok Kumar Ladha* Non- Executive

3

3

(DIN: 00089360)

Independent Director

Mr. Dhanendra Kumar **

Non- Executive

NA

NA

(DIN: 05019411)

Independent Director

Mr. Udeypaul Singh Gill

Non- Executive Non-

2

1

(DIN: 00004340)

Independent Director

  • Ceased to be Director with effect from 25th November 2019.
  • Appointed as Non- Executive Independent Director with effect from 14th February 2020.
  1. Remuneration policy, details of remuneration and other terms of appointment of Directors:
    In terms of Section 178 of the Companies Act, 2013 and Regulation 19 of Listing Regulations, as amended from time to time, this policy on nomination and remuneration of the Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company has been formulated by the Nomination and Remuneration Committee of the Company and approved by the Board of Directors. The Nomination and Remuneration Policy

Name of the Director

Relationship with other

Salary

Directors

is available on the website of the Company. The web link is, https://www.indoramaindia.com/pdf/policies/ Nomination-Remuneration-Policy-REVISED.pdf.

  1. Remuneration to Directors:
    Subject to the approval of the Board of Directors and subsequent approval by the Shareholders at the ensuing General Meeting and such other authorities as the case may be the remuneration of the Managing Director, Whole-time Director and ED & CEO of the Company is fixed by the Nomination and Remuneration Committee. The remuneration is determined considering various factors such as qualification, experience, expertise, prevailing remuneration in the competitive industries, financial position of the Company, etc. The remuneration structure comprises basic salary, commission linked to profits, wherever applicable, perquisites and allowances, contribution to provident fund and other funds in accordance with various related provisions of the Companies Act, 2013.
    The Non- Executive Directors have not drawn any remuneration from the Company except sitting fee for meetings of the Board and Committees attended by them. The Company does not have a stock option scheme for its Directors.

The

remuneration

paid or payable to the

Directors

of the Company, during the year ended 31st March,

2020, is as under:

(` in Crores)

Deferred

Sitting Fees for

Benefits

Board and

Perquisites

(PF and

Commission

Total

Committee

Gratuity)

Meetings

Mr. Om Prakash Lohia

Father of

1.74

0.45

0.29

-

-

2.48

(DIN: 00206807)

Mr. Vishal Lohia

Executive Director- Promoter

Mr. Vishal Lohia

Son of

1.08

0.69

0.14

-

-

1.91

(DIN: 00206458)

Mr. Om Prakash Lohia

Executive Director- Promoter

Mr. M.N Sudhindra Rao

None

1.81

0.01

0.09

-

-

1.91

(DIN: 01820347

Executive Director & CEO

None

-

-

-

-

-

Mr. Udeypaul Singh Gill

-

(DIN: 00004340)

Non- Executive Non-

Independent Director

Mr. Ashok Kumar Ladha *

None

-

-

-

-

0.04

0.04

(DIN: 00089360)

Non- Executive

Independent Director

Dr. Arvind Pandalai

None

-

-

-

-

0.05

0.05

(DIN: 00352809)

Non- Executive

Independent Director

54 Indo Rama Synthetics (India) Limited

Standing strong through challenges

(` in Crores)

Deferred

Sitting Fees for

Benefits

Relationship with other

Board and

Name of the Director

Salary

Perquisites

(PF and

Commission

Total

Directors

Committee

Gratuity)

Meetings

Mr. Suman Jyoti Khaitan

None

-

-

-

-

0.04

0.04

(DIN: 00023370)

Non- Executive

Independent Director

Mrs. Ranjana Agarwal

None

-

-

-

-

0.03

0.03

(DIN: 03340032)

Non- Executive

Independent Director

Dhanendra Kumar **

None

-

-

-

-

0.01

0.01

(DIN: 05019411)

Non- Executive

Independent Director

Total

4.63

1.15

0.52

-

0.17

6.47

  • Ceased to be Director with effect from 25th November 2019.
  • Appointed as Non- Executive Independent Director with effect from 14th February 2020.

Overview Corporate

Reports Statutory

Further, there is no notice period and severance fee for Non- Executive Directors. The provisions of the Companies Act, 2013 and appointment letter issued with respect to appointment of Executive Director(s) govern their service contracts and other terms and conditions (including notice period and severance fee) of appointment.

There are no pecuniary relationships or transactions between the Non- Executive Directors (including independent directors) and the Company, except for sitting fees drawn by them for attending the meeting of the Board and Committee(s) thereof.

All the Non- Executive Directors shall give notice of their resignation/ termination to the Company as per the applicable provisions of the Companies Act, 2013 and they will not be entitled to any severance pay from the Company.

The Company has not granted any stock option to its Directors.

The details of shares/convertible instruments held by the Executive and Non- Executive Directors of the Company as on 31st March, 2020, are as follows:

Statements Financial

Name of Director

Category

No of Equity

No of Convertible

Shares

instruments

Mr. Om Prakash Lohia

Executive Director-Promoter

38,473,369

Nil

(DIN: 00206807)

Mr. Vishal Lohia

Executive Director-Promoter

11,37,896

Nil

(DIN: 00206458)

Mr. M N Sudhindra Rao

Executive Director & CEO

Nil

Nil

(DIN: 01820347)

Mr. Udeypaul Singh Gill

Non- Executive Non-Independent Director

Nil

Nil

(DIN: 00004340)

Mr. Suman Jyoti Khaitan

Non- Executive Independent Director

Nil

Nil

(DIN: 00023370)

Mrs. Ranjana Agarwal

Non- Executive Independent Director

Nil

Nil

(DIN: 03340032)

Dr. Arvind Pandalai

Non- Executive Independent Director

Nil

Nil

(DIN: 00352809)

Mr. Ashok Kumar Ladha*

Non- Executive Independent Director

Nil

Nil

(DIN: 00089360)

Dhanendra Kumar**

Non- Executive Independent Director

Nil

Nil

(DIN: 05019411)

  • Ceased to be Director with effect from 25th November 2019.
  • Appointed as Non- Executive Independent Director with effect from 14th February 2020

Annual Report 2019-20

55

  1. Criteria for making payment to Non- Executive Directors:
    The Company has formulated criteria for making payment to Non- Executive Directors, which has been uploaded on the Company's website, https://www.indoramaindia.com.
  2. Criteria for Performance Evaluation of all the Directors (including Independent Directors):
    The Nomination and Remuneration Committee has duly formulated the performance evaluation criteria for all the directors (including Independent Directors) of the Company. The said criteria is disclosed in the Directors' Report forming part of the Annual report of the Company.

III. Stakeholders Relationship Committee

A. Composition:

As on 31st March, 2020, the Company's Stakeholders

Relationship Committee comprises (1) one Non- Executive Independent Director, one Non- Executive Non-Independent Director, two Executive Director-Promoter and one Executive Director, as under:

  1. Mr. Dhanendra Kumar (DIN: 05019411), Non- Executive Independent Director, Chairman, w.e.f 14th February, 2020;
  2. Mr. Ashok Kumar Ladha (DIN: 00089360), Non- Executive Independent Director, Chairman, up to 25th November, 2019;
  3. Mr. Udeypaul Singh Gill (DIN: 00004340), Non- Executive Non-Independent Director, Member;
  4. Mr. Om Prakash Lohia (DIN: 00206807), Executive Director-Promoter, Member;
  5. Mr. Vishal Lohia (DIN: 00206458), Executive Director-Promoter, Member; and
  6. Mr. M.N Sudhindra Rao (DIN: 01820347), Executive Director & CEO, Member.

Mr. Pawan Kumar Thakur, Company Secretary, acts as the Secretary to the Committee and Compliance Officer of the Company.

  1. Terms of Reference for the Committee:
    The Stakeholders Relationship Committee is responsible for, among other things, as may be required by the Company from time to time, the following:
    1. To ensure proper and timely attendance and redressal of grievances of security holders of the Company in relation to:
  1. Transfer/transmission of Shares;
  2. Non-receiptof annual reports; and
  3. Non-receiptof declared dividends.
  1. All such complaints directly concerning the shareholders of the Company;
  2. Any such matters that may be considered necessary in relation to shareholders of the Company;
  3. Reviewing the measures taken for effective exercise of voting rights by shareholders;
  4. Reviewing the adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent;
  5. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;
  6. Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from the shareholders from time to time;
  7. To review and / or approve applications for transfer, transmission, transposition and mutilation of share certificates including issue of duplicate certificates and new certificates on split/sub-division/ consolidation / renewal and to deal with all related matters as may be permissible under applicable law;
  8. To review and/or approve requests of dematerialisation and rematerialisation of securities of the Company and such other related matters;
  9. Appointment and fixing of remuneration of RTA and overseeing their performance;
  10. Review the status of the litigation(s) filed by/ against the security holders of the Company;
  11. Review the status of claims received for unclaimed shares;
  12. Recommending measures for overall improvement in the quality of investor services;
  13. Review the impact of enactments/ amendments issued by the MCA/ SEBI and other regulatory authorities on matters concerning the investors in general;

56 Indo Rama Synthetics (India) Limited

Standing strong through challenges

  1. Such other matters as per the directions of the Board of Directors of the Company and/ or as required under Regulation 20 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, from time to time; and
  2. To carry out such other business as may be required by applicable law or delegated by the Board of Directors of the Company or considered appropriate in view of its terms of reference

The table gives the number of complaints received, resolved and pending during the year 2019-20:

Unresolved at

Received

Resolved

Not solved to the

Pending at

the beginning

during the

during the

satisfaction of the

the end of

of the year

year

year

shareholders

the year

Nil

4

4

Nil

Nil

Meeting and attendance:

During the financial year 2019-20, the Stakeholders Relationship Committee of the Company met two times on 29th June, 2019 and 30th September, 2019. The attendance of the Member Director is as follows:

No. of Meetings

Name of Members

Category

Held

under

Attended

tenure

Mr. Om Prakash Lohia

Executive

2

2

(DIN: 00206807)

Director-Promoter

Mr. Vishal Lohia

Executive

2

1

(DIN: 00206458)

Director-Promoter

Mr. Udeypaul Singh Gill

Non- Executive

NIL

NIL

(DIN: 00004340)

Non-Independent

Director

Mr. M.N Sudhindra Rao

Executive Director

NIL

NIL

(DIN: 01820347)

Mr. Ashok Kumar Ladha* Non- Executive

2

2

(DIN: 00089360)

Independent Director

Mr. Dhanendra Kumar**

Non- Executive

NIL

NIL

(DIN: 05019411)

Independent Director

  • Ceased to be Director with effect from 25th November 2019.
  • Appointed as Non- Executive Independent Director with effect from 14th February 2020.

IV. Corporate Social Responsibility Committee

  1. Composition:
    As on 31st March, 2020, the Company's Corporate Social Responsibility Committee comprises two

Non- Executive Independent Directors, one Non- Executive Non-Independent Director, two Executive Directors-Promoter and one Executive Director. The Composition is as under:

    1. Mr. Om Prakash Lohia (DIN: 00206807), Executive Director-Promoter, Chairman;
    2. Mr. Vishal Lohia (DIN: 00206458), Executive Director-Promoter, Member;
    3. Mr. M.N Sudhindra Rao ((DIN: 01820347), Executive Director & CEO, Member;
    4. Mr. Udeypaul Singh Gill (DIN: 00004340), Non- Executive Non-Independent Director, Member;
    5. Mrs. Ranjana Agarwal (DIN: 03340032), Non- Executive Independent Director, Member; and
    6. Dr. Arvind Pandalai (DIN: 00352809), Non- Executive Independent Director, Member.
  1. Terms of Reference
    Terms of reference of CSR Committee is as follows:
    1. Formulate and recommend to the Board, a Corporate Social Responsibility Policy, which shall indicate the activities to be undertaken by the company as specified in Schedule VII of the Companies Act, 2013;
    2. To review the existing CSR Policy and to make it more comprehensive so as to indicate the activities to be undertaken by the Company as specified in schedule VII of the Companies Act, 2013;
    3. Recommend the amount of expenditure to be incurred on the CSR activities;
    4. Prepare a transparent monitoring mechanism
      for ensuring implementation of the project/programmes/activities proposed to be undertaken by the Company;
    5. To review the Company's disclosure of CSR matters;
    6. To submit a report on CSR matters to the Board at such intervals and in such format as may be prescribed;
    7. To consider other functions, as defined by the Board or as may be stipulated under any law, rule or regulation, Corporate Social Responsibility Voluntary Guidelines 2009 and the Companies Act, 2013.

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

57

The Company formulated CSR Policy, which is available on the website of the Company, i.e., https://www.indoramaindia.com /pdf/policies/CSR- Policy-REVISED.pdf.

During the financial year 2019-20, the Corporate Social Committee of the Company met (1) one time on 15th May,

2019. The attendance of the Member Director is as follows:

No. of Meetings

Name of Members

Category

Held

under

Attended

tenure

Mr. Om Prakash Lohia

Executive

1

1

(DIN: 00206807)

Director-Promoter

Mr. Vishal Lohia

Executive

1

1

(DIN: 00206458)

Director-Promoter

Mr. Udeypaul Singh Gill

Non- Executive

NIL

NIL

(DIN: 00004340)

Non-Independent

Director

Mr. M.N Sudhindra Rao

Executive Director

NIL

NIL

(DIN: 01820347)

Mrs. Ranjana Agarwal

Non- Executive

1

1

(DIN:03340032)

Independent Director

Dr. Arvind Pandalai

Non- Executive

1

1

(DIN:00352809)

Independent Director

  1. Share Allotment and Transfer Committee
    As on 31st March, 2020, the Company's Share Allotment and Transfer Committee comprises two Non- Executive Independent Director, one Non-

Executive Non-Independent Director, two Executive Directors-Promoter and one Executive Director. The Composition is as under:

  1. Mr. Om Prakash Lohia (DIN: 00206807), Executive Director-Promoter, Chairman;
  2. Mr. Vishal Lohia (DIN: 00206458), Executive Director-Promoter, Member;
  3. Mr M.N Sudhindra Rao (DIN: 01820347), Executive Director, Member;
  4. Mr. Udeypaul Singh Gill (DIN: 00004340), Non- Executive Non-Independent Director, Member;
  5. Mr. Dhanendra Kumar (DIN: 05019411), Non- Executive Independent Director, Member; and
  6. Dr. Arvind Pandalai (DIN: 00352809), Non- Executive Independent Director, Member.

During 2019-20, the Share Allotment and Transfer Committee met 7 (seven) times on 3rd April 2019; 16th April 2019; 13th June 2019; 19th July 2019; 7th October 2019; 5th November 2019; and 7th February 2020.

Terms of Reference

Terms of reference of Share Allotment and Transfer Committee is as follows:

  • To approve transfer of shares and issue of duplicate/split/consolidation/sub-division/ allotment of share certificates;
  • To note Dematerialisation/Rematerialisation of shares;
  • To fix record date/closure of Share Transfer books of the Company from time to time; and
  • To appoint representatives to attend the General Meeting of other Companies in which the Company is holding shares.

VI. Risk Management Committee

As on 31st March, 2020, the Company's Risk Management Committee comprises, one Non- Executive Independent Director, one Non- Executive Non-Independent Director, Two Executive Director-Promoter and One Executive Director. The Composition is as under:

  1. Mr. Om Prakash Lohia (DIN: 00206807), Executive Director-Promoter, Chairman;
  2. Mr. Vishal Lohia (DIN 00206458), Executive Director-Promoter, Member;
  3. Mr M.N Sudhindra Rao (DIN: 01820347), Executive Director, Member;
  4. Mr. Udeypaul Singh Gill (DIN 00004340), Non- Executive Non-Independent Director, Member; and
  5. Dr. Arvind Pandalai (DIN 00352809), Non- Executive Independent Director, Member.

VII. Banking & Finance Committee

As on 31st March, 2020, the Company's Banking & Finance Committee comprises one Non- Executive Independent Director, one Non- Executive Non-Independent Director, two Executive Director-Promoter and one Executive Director. The Composition is as under:

  1. Mr. Om Prakash Lohia (DIN: 00206807), Executive Director-Promoter, Chairman;
  2. Mr. Vishal Lohia (DIN: 00206458), Executive Director-Promoter, Member;
  3. Mr M.N Sudhindra Rao (DIN: 01820347), Executive Director, Member;

58 Indo Rama Synthetics (India) Limited

Standing strong through challenges

  1. Mr. Udeypaul Singh Gill (DIN: 00004340), Non- Executive Non-Independent Director, Member; and
  2. Dr. Arvind Pandalai (DIN: 00352809), Non- Executive Independent Director, Member.

During

the

financial

year

2019-20,

the

Banking

&

Finance Committee

met

11

(eleven)

times

on

19th

April

2019;

2nd

May

2019;

21st May 2019; 13th June 2019; 29th June 2019; 5th July 2019; 27th August 2019; 17th October 2019; 19th November 2019; 16th December 2019; and 20th February 2020.

Terms of Reference

Terms of reference of Banking & Finance Committee is as follows:

  • The Committee is authorised to decide and oversee matters relating to banking operations and to decide the investment strategy with regard to the available short term surplus funds with the Company as well as the borrowings from banks and financial institutions;
  • The Committee enjoys the delegation of the Board in matters relating to the borrowings/ placement of funds in normal and routine course of business and to change the signatories for availment of various facility from Banks/Financial Institutions, opening/modification of operation and closing of Bank accounts, grant of special/general Power of Attorney in favour of Employees of the Company from time to time in connection with the conduct of the business of the Company particularly with State/ Central Government and Quasi-Government, Bank/ financial Institutions, etc., and to grant authority to execute and sign foreign exchange contract and derivative transactions and to carry out any other duties that may be delegated to the Committee by the Board of Directors from time to time; and
  • The other terms of reference, inter-alia, include review of capital structure, financial policies, treasury and foreign exchange risk management.

VIII. BUSINESS RESPONSIBILITY REPORTING COMMITTEE

The Board of Directors at its meeting held on 24th June, 2020 constituted the Business Responsibility Reporting Committee. The Composition is as under:

  1. Mr. Om Prakash Lohia, Chairman and Managing Director;
  2. Mr. Vishal Lohia, Whole-time Director; and

(iii) Mr. M. N. Sudhindra Rao, Executive Director and CEO.

Mr. Om Prakash Lohia is Chairman of the said Committee. He has also been designated as the Business Responsibility Head.

Mr. M. N. Sudhindra Rao, Executive Director and CEO is responsible for implementation of BR Policy as directed by the Business Responsibility Reporting Committee (BRRC).

The Company Secretary would act as Secretary of the Committee.

4. GENERAL BODY MEETINGS:

  1. The details of last three Annual General Meetings of the Shareholders are as follows:

Financial

No of

Special

year

Date of AGM

Venue

Time

Resolution(s)

ended

passed

31st

Friday,

A-31, MIDC,

1:30 PM Nil

March,

26th July,

Industrial Area,

2019

2019

Nagpur-441122,

Maharashtra

31st

Friday,

A-31, MIDC,

1:30 PM

March,

28th July,

Industrial Area,

2018

2018

Nagpur-441122,

Maharashtra

31st

Friday,

A-31, MIDC,

1:30 PM

March,

19th September,

Industrial Area,

2017

2017

Nagpur-441122,

Maharashtra

II) Special Resolutions passed at the last three Annual General Meetings, are as follows:

  1. At the 33rd Annual General Meeting held on Friday, 26th July, 2019:
    • Appointment of Mr. M.N Sudhindra Rao (DIN: 01820347) as an Executive Director and Chief Executive Officer of the Company, for a period of 3 (three) years, commencing from 8th April 2019 up to 7th April 2022;
    • Re-appointmentof Mr. Vishal Lohia (DIN: 00206458) as Whole-time Director of the Company, for a further period of 3 (three) years commencing from 1st April 2019 to 31st March 2022;
    • Re-appointmentof Mr. Ashok Kumar Ladha as an Independent Director of the Company, for a second term;
    • Re-appointmentof Mr. Suman Jyoti Khaitan as an Independent Director of the Company, for a second term;

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

59

    • To increase Borrowing Limits of the Company under section 180(1)(c) of the Companies Act, 2013, so that the monies already borrowed by the Company, apart from temporary loans obtained from the Company's Bankers in the ordinary course of business, and outstanding at any point of time shall not exceed `3,000 Crores (Indian Rupees Three Thousand Crores only);
    • Creation of Charge / Mortgage on the Assets of the Company; and
    • To enter into Related Party Transactions for for an aggregating maximum amount not exceeding during the financial year by `1,500 Crores (Indian Rupees One Thousand Five Hundred Crore only) with related parties as mentioned therein.
  1. At the 32nd Annual General Meeting held on Saturday, 28th July, 2018:
    • Issuance of 90,90,909 Equity Shares on preferential basis on Private Placement basis;

S.

Name of the Proposed Allottees

No. of Equity Shares allotted

No.

1

EC Special Situations Fund

31,81,818

2

Edelweiss India Special

43,09,091

Situations Fund-II

3

Edelweiss India Special

16,00,000

Situations Fund-

EISAF-II Onshore Fund

  • To enter into Related Party Transactions for an aggregating maximum amount not exceeding during the financial year by `1,000 Crore (Rupees One Thousand Crore only) with related parties as mentioned therein;
  1. At the 31st Annual General Meeting held on, Tuesday, 19th September, 2017:
    • To enter into Related Party Transactions for an aggregating maximum amount not exceeding during the financial year by `1,000 Crore (Rupees One Thousand Crore only) with related parties as mentioned therein;
  1. Resolutions passed by way of Postal Ballot:
    Resolutions passed during the financial year 2019-20: Pursuant to Section 110 of the Companies Act, 2013, read with the Rule 22 of the Companies (Management and Administration) Rules, 2014, the Company had conducted the following by way of through Postal Ballot (including Remote e-Voting) and sent the postal ballot

form to the shareholders. The resolutions passed through postal ballot and voting pattern are as under:

  1. Details of resolutions passed by way of Postal Ballot for the financial year 2019-20:

Last Date of

Ordinary

Dispatch of

Item approved by

Date of passing of

/ Special

Postal Ballot

the Shareholders

Resolution

Resolution

Forms

Leasing Out DTY

28-Sep-2019

Nil

29-Aug-2019 Machines to Wholly

Owned Subsidiary

of the Company,

Indorama Yarns

Private Limited.

  1. Details of Voting Pattern of the Special Resolution passed by way of Postal Ballot on 28th September 2019:

Particulars

No. of PBF/

No. of Shares

E-voting

Voted

Postal Ballot Form (PBF) received

2

429

e-Voting confirmations

63

11,98,74,085

Total

65

11,98,74,514

Less: Invalid Postal Ballot Form

-

-

/e-Voting Confirmations

Net valid Postal Ballot Forms /

65

11,98,74,514

e-Voting for the Resolutions

Postal Ballot Forms / e-Voting cast

61

11,98,73,884

in favour of the Resolutions

Postal Ballot Forms / e-Voting cast

4

630

against the Resolutions

Mr. Sanjay Grover, Managing Partner, M/s Sanjay Grover

  1. & Associates, Company Secretaries, (Membership No. FCS 4223 and CP No. 3850), New Delhi, was appointed as the Scrutinizer to conduct the postal ballot exercise in a fair and transparent manner.

  2. Procedure for Postal Ballot:
    Where a Company is required or decides to pass any resolution by way of postal ballot, it shall send a notice to all the shareholders, along with a draft resolution explaining the reasons thereof and requesting them to send their assent or dissent in writing on a postal ballot because postal ballot means voting by post or through electronic means within a period of thirty days from the date of dispatch of the notice. Your Company has followed the aforesaid procedure stipulated in the Companies Act, 2013 and Listing Regulations and has carried out Postal Ballot for the item(s) mentioned above.
  3. e-Voting:
    To widen the participation of shareholders in the Company decisions pursuant to provisions of Section 108 of Companies Act, 2013 read with Rule 20 of the

60 Indo Rama Synthetics (India) Limited

Standing strong through challenges

Companies (Management and Administration) Rules, 2014 as amended, the Company has provided e-Voting facility to its shareholders, in respect of all shareholders resolutions to be passed at general meeting.

5. SUBSIDIARY:

Details of the Subsidiary of the Company and its business activities are provided in the Directors Report forming part of the Annual Report of the Company. The Company has formulated a policy for determining "material" subsidiaries pursuant to the provisions of the Listing Regulations as amended from time to time. The Policy was revised in line with the amendments made to the Listing Regulations and the same is displayed on the website of the Company. The web link is https://www.indoramaindia.com/pdf/policies /Policy-for-Determining-Material-Subsidiary-REVISED.pdf.

6. OTHER DISCLOSURES:

  1. Related Party Transaction
    The Company has not entered into any materially significant transactions with related parties during the financial year, which may have potential conflict with the interest of the Company at large. Suitable disclosure as required by the Ind AS 24 has been made in the notes to the Financial Statements. The details of the transactions with related parties are placed before the Audit Committee from time to time. The Board of Directors has formulated a policy on related party transaction and also on dealing with related party transactions pursuant to provisions of the Companies Act, 2013 and listing Regulations, which has been uploaded on the Company's website. The web-linkas required under listing Regulation is as under https://www.indoramaindia.com /pdf/policies-/Policy-on-Materiality-of-Related-Party-Transaction-REVISED.pdf.
  2. Compliance
    There has been no non-compliance, penalties or strictures imposed on the Company by Stock Exchanges and/or SEBI and/or any other Statutory Authorities, on any matter related to capital markets during the last three years.
  3. Vigil mechanism
    As per the requirement of the Companies Act, 2013 and Listing Regulations, the Company has framed and implemented 'Whistle Blower Policy' to establish vigil mechanism for directors and employees to report genuine concerns. This policy provides a process to disclose information confidentially and without fear of victimisation, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company or violation of the Company's Code of Conduct or ethical policy. The whistle

blowers may also lodge their complaints/concern with the Chairman of the Audit Committee, whose contact details are provided in the Whistle Blower Policy of the Company. The policy offers appropriate protection to the whistle blowers from victimisation, harassment or disciplinary proceedings. The Whistle Blower Policy is available on the website of the Company and the web link of the same is as under https://www.indoramaindia.com /pdf/policies /Whistle-Blower-Policy-REVISED.pdf.

The Company has provided opportunities to encourage employees to become whistle blowers. It has also ensured a mechanism within the same framework to protect them from any kind of harm and unfair treatment. It is hereby affirmed that no personnel has been denied access to the Audit Committee.

  1. Details of Compliance with Mandatory requirements and adoption of Non-mandatory requirements:
  1. Mandatory requirements:
    Your Company has adhered to all the mandatory requirements of Corporate Governance norms as prescribed under the Listing Regulations to the extent applicable to the Company. The Company also complied with the notified secretarial standards on the Board and General Meetings as issued by the Institute of Company Secretaries of India. The Certificate regarding Compliance of the conditions of Corporate Governance received from Pramod Kothari & Co, Practicing company secretary is annexed to this Report.
  2. Discretionary or Non-mandatory requirements as specified in Part E of Schedule II of SEBI Listing Regulations:
    1. Office for Non- Executive Chairman at Company's expense: Not applicable to the Company since the Chairman of the Company is executive Director
    2. Half-yearlydeclaration of financial performance

including summary of the significant events in last six-months to each household of shareholders: Not adopted

  1. Modified opinion(s) in audit report: The Auditors of the Company have issued an unmodified report on financial statements for FY 2019-20;
  2. Separate posts of Chairman and Chief Executive Officer: Not applicable
  3. Reporting of Internal Auditors directly to the Audit Committee: Complied

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

61

  1. Policy for determining "material" Subsidiaries:

The Company has framed

the

policy

for

determining

'material'

subsidiaries

and

the

same has

been placed

on the

website of

the

Company and web-link to the same is as under: Https://www.indoramaindia.com/pdf/policies/Policy-for-Determining-Material-Subsidiary-REVISED.pdf.

  1. Accounting Treatment:
    In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.
  2. Details of utilisation of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32(7A):
    During the year 2019-20, Company has raised 8,30,00,000 Equity Shares of the Company to the promoter group on preferential basis. The object of the preferential issue was to finance growth and long term working capital finance of the Company and to meet the funding requirements of the Company as well as expansion of business activities.
    Further, The Company has not raised any funds through qualified institutions placement.
  3. The Certificate from a Company Secretary in Practice that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as director of the Company by SEBI/ Ministry of Corporate Affairs or any such statutory authority is annexed to this report.
  4. During the financial year 2019-20, there was no recommendation of any committee of the Board of Company which is mandatorily required and is not accepted by the Board of the Company.
  5. During the financial year 2019-20, total fees for all services paid by the Company and its subsidiary, on a consolidated basis, to the Statutory Auditor of the Company and all entities in the network firm/parties below:

Particulars

Amount in (Crores)

Statutory Audit Fee

0.47

Other Services

0.01

Out of pocket expenses

0.06

  1. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
    The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of

the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Details of complaints received and redressed during the financial year 2019-20, as under:

  1. Number of complaints filed during the

financial year : Nil

  1. number of complaints disposed of during the

financial year : Nil

  1. number of complaints pending as on end of the

financial year : Nil

  1. Code of Conduct for Prevention of Insider Trading:
    The Company has adopted a Code of Conduct to regulate monitor and report trading by designated person code of practices and procedures for fair disclosures of unpublished price sensitive information (Code) in terms of SEBI (Prohibition of Insider Trading) Regulations, 2015 and any statutory amendment(s)/ Modification(s) thereof.

In Compliance with SEBI (Prohibition of Insider Trading (Amendment) Regulations, 2018 Company has amended the Code. The Code is applicable to Directors, employees, designated persons, and other connected persons of the Company.

  1. in addition to Directors Report, a Management Discussion and Analysis Report forms part of the Annual Report to the shareholders.
  2. All members of the Board, Key Managerial Personnel and senior Management has confirmed that they do not have material, financial and commercial in any transaction with the Company that may have potential conflict with the interest of the Company at Large.
  3. All details relating to financial or commercial transaction where directors may have a pecuniary detail provided to the Board and the interested Directors neither participate in the discussion nor vote on such matters.
  4. Shareholding of Non- Executive Director: None of the Non- Executive Director hold any shares in the Company.
  5. Unclaimed Dividend:
    Pursuant to the provisions of the Companies Act, 2013, dividends that are unpaid/ unclaimed for a period of seven years are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) administered by the Central Government. Given below are the dates of declaration of dividend and corresponding dates when unpaid/unclaimed dividends are due for transfer to IEPF:

62 Indo Rama Synthetics (India) Limited

Standing strong through challenges

Financial Year

Date of Declaration of

Due date of transfer to

ended

Dividend

IEPF

2012-13

4th July, 2013

3rd August, 2020

2013-14

1st August, 2014

31st August, 2021

2014-15

30th July, 2015

29th August, 2022

2015-16

30th September, 2016

29th October, 2023

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 26th July 2019 (date of previous Annual General Meeting) on the Company's website, https://www.indoramaindia.com/dividend_amount.php and on the website of the Ministry of Corporate Affairs.

Members who have not encashed their dividend warrants for the above financial years may approach to the Company at 20th Floor, DLF Square, DLF Phase-II,NH-8,Gurugram-122002, Haryana.

  1. Demat Suspense Account/Unclaimed Suspense Account:
    The disclosure as required to be given under Regulation 34(3) read with Clause F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is as follows:

Sl.

Particulars

No. of

Outstanding

No.

Shareholders

shares

1

Aggregate number of

2,144

2,45,907

shareholders and the outstanding

shares in the Suspense Account

lying at the beginning of the year;

2

Number of shareholders who

01

192

approached listed entity for

transfer of shares from Suspense

Account during the year;

3

Number of shareholders to

01

192

whom shares were transferred

from Suspense Account

during the year;

4

Aggregate number of

181

28,162

shareholders and the outstanding

shares transferred to Suspense

Account during the year;

5

Aggregate number of

2,324

2,73,877

shareholders and the outstanding

shares in the Suspense Account

lying at the end of the year;

6

That the voting Rights on these

2,324

2,73,877

shares shall remain frozen till the

rightful owners of such shares claim the shares.

  1. Transfer of equity shares corresponding to the dividend, which has remained unclaimed for consecutive seven years and transfer to IEPF:

During the year under review, the Company has transferred 28,162 (Twenty Eight Thousand One Hundred Sixty Two) equity shares of `10/- each of the Company held by various investors, physical as well dematerialised form, whose dividend amount is unclaimed/unpaid for seven years to suspense account of the Investor Education and Protection Fund (IEPF) Authority, during the financial year 2019-20 and the details thereof uploaded on the Company's website, www.indoramaindia.com, under the provisions of Section 124(6) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") as amended.

The Company will publish appropriate notice in newspaper, as and when required to those shareholders, whose shares are eligible to be transferred to IEPF.

  1. The Financial Statements have been made in accordance with Accounting Standard so as to represent a true and fair view of the state of the affairs of the Company.
  2. The Company has complied with all the mandatory requirements as prescribed in the SEBI Listing Regulations and the Companies Act, 2013.
  3. Executive Director & CEO and CFO Certifications:
    Executive Director & CEO and the CFO have issued certificate pursuant to the provisions of Regulation 17(8) of the Listing Regulations certifying, inter-alia, that the financial statements do not contain any materially untrue statement and these statements represent a true and fair view of the Company's affairs. The said certificate is annexed and forms part of this Annual Report.

7. DETAILS ABOUT MEANS OF COMMUNICATIONS:

Recommendations

Compliance

Quarterly/Annual Results

Published in leading Newspapers

Newspapers wherein results

Loksatta (Marathi) - Daily (Nagpur)

are normally published

The Indian Express - English Daily

Any website, where displayed

www.indoramaindia.com

Whether it also displays

Yes

official news releases and

presentation made to

institutional investors or

to the analysts

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

63

8. GENERAL SHAREHOLDER INFORMATION:

Sl.

Particulars

No. of Shareholders

No.

  1. Date, time and venue of the Annual General Meeting

Wednesday, 26th August, 2020, at 11:30 AM

Venue: through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM")

(b)

Financial Year

Financial year of the Company is from April 01 to March 31.

Publication of results for the financial year 2020-21 (tentative and subject to change)

First quarter Results: On or before August 14, 2020

Second quarter and half year Results: On or before November 14, 2020

Third quarter results: On or before February 14, 2021

Fourth quarter results and results for the year ending 31st March, 2020:

On or before May 30, 2021

(c) Dates of book closure

From Thursday, 20th August 2020

to Wednesday, 26th August, 2020 (both days inclusive)

(d)

Dividend payment date

No dividend has been recommended for the Financial Year 2019-20, by the Board

of Directors of the Company.

(e) Listing of Equity Shares at Stock Exchanges

(i) BSE Limited (BSE)

and payment of Annual Listing fees:

P. J. Towers, 1st Floor

Dalal Street, Mumbai-400 001

Tel.: +91 22 22721233-34

Fax: +91 22 22721919

Email: corp.relations@bseindia.com

ii) National Stock Exchange of India Ltd. (NSE)

Exchange Plaza, Bandra Kurla Complex

Bandra (E), Mumbai-400 051

Tel.: +91 22 26598100-14

Fax: +91 22 26598120

Email: cmlist@nse.co.in

The Company has paid Annual Listing fees to both the Stock Exchanges.

(f) Stock Code / Symbol

BSE Limited : 500207

National Stock Exchange of India Limited : INDORAMA

  1. The ISIN number for Equity Shares of the Company on both the NSDL and CDSL is INE 156A 01020.
  2. Market Price Data for the Financial Year 2019-20:

Monthly high and low quotations of shared traded at the BSE & NSE

Month

BSE Limited (BSE)

National Stock Exchange of India Ltd. (NSE)

High (`)

Low (`)

High (`)

Low (`)

April 2019

37.00

34.65

37.00

34.75

May 2019

35.85

30.50

35.95

30.45

June 2019

31.90

24.75

31.10

24.50

July 2019

34.50

24.75

35.00

24.80

August 2019

33.00

25.15

33.65

25.10

September 2019

35.00

25.25

35.00

25.55

October 2019

34.00

25.60

32.80

25.15

November 2019

34.00

24.50

33.20

24.25

December 2019

33.70

25.50

30.45

25.55

January 2020

26.70

22.95

27.40

23.50

February 2020

26.80

19.00

25.90

19.45

March 2020

21.00

8.35

21.85

8.25

64 Indo Rama Synthetics (India) Limited

Standing strong through challenges

  1. Email ID for the Investor: investor-relations@indorama-ind.com
  2. Performance in comparison to broad based indices such as BSE Sensex, CRISIL Index among others Indo Rama shares performance:

Indo Rama (`)

IRSL

Sensex

Sensex

40

43000

35

40000

30

37000

25

34000

20

31000

15

28000

10

25000

Apr-19

May-19Jun-19

Jul-19

Aug-19Sep-19

Oct-19

Nov-19Dec-19

Jan-20

Feb-20

Mar-20

Note: Based on Monthly closing share price on BSE (April, 2019 to March, 2020)

Overview Corporate

Reports Statutory

Statements Financial

k) Registrar and Share Transfer Agent:

MCS Share Transfer Agent Limited

F-65, First Floor, Okhla Industrial Area, Phase-1 New Delhi - 110 020.

Tel. No.: +91-11-41406149-52 | Fax No.: +91-11-4170 9881

E-mail : helpdeskdelhi@mcsregistrars.com / admin@mcsregistrars.com

l) Share Transfer System:

The transfer of shares in physical form is processed and completed by Registrar and Share Transfer Agent within a period of 15 (fifteen) days from the date of receipt thereof provided all the documents are in order. In case of shares in electronic form, the transfers are processed by National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) through respective Depository Participants.

  1. Table below gives the position of shares held in electronic form as on 31st March,

2020:

The shares of the Company are in compulsory dematerialised segment and are available for trading system of both NSDL and CDSL. The details of the number of shares held in Dematerialised form as on 31st March, 2020 are as follows:

No. of Shares

26,05,94,408

99.80% of

Dematerialised

total share capital

No. of shareholders in

13,593

81.09% of the total no.

Demat Form

of shareholders

n) Reconciliation of Share Capital Audit:

As stipulated by SEBI, a qualified Company Secretary in practice conducts the Reconciliation of Share Capital Audit of the Company for the purpose of reconciliation of total admitted capital with the depositories, i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), and the total issued and listed capital of the Company.

The Company Secretary in practice conducts such audit in every quarter and issues a Reconciliation of Share Capital Audit Certificate to this effect to the Company. A copy of such audit report is submitted to the stock exchanges, where the Company's shares are listed and is also placed before the Board.

o) Electronic Clearing Service (ECS) Mandate:

All the shareholders are requested to update their bank account details with their respective depositories urgently. This would facilitate transfer of dividend directly to the bank account of the shareholders.

Annual Report 2019-20

65

p) Shareholding Pattern and Distribution of Shareholding as on 31st March, 2020:

Below Tables give the pattern of shareholding by ownership and share class respectively:

(i) Pattern of Shareholding by ownership as on 31st March, 2020

Particulars

No. of Equity

Shareholding (%)

Shares

A. PROMOTERS' HOLDING

21,33,73,508

81.72

B. NON-PROMOTERS' HOLDING

Banks, Financial Institutions, Insurance Companies, Central / State Govt. Institutions, Non-

40,13,492

1.54

government Institutions

Foreign Institutional Investors (FIIs)

5,338

0.00

Foreign Direct Investment (FDI)

-

-

Mutual Funds (including UTI)

91,00,045

3.49

NBFC

10,404

0.00

Bodies Corporate

27,70,084

1.06

NRIs / OBCs

1,89,19,393

7.25

Central Government/State Government

2,73,877

0.10

Indian Public

1,26,47,010

4.84

Grand Total

26,11,13,151

100.00

(q) Pattern of shareholding by share class as on 31st March, 2020:

Shareholding class

Number of

Number of

Shareholding %

shareholders

shares held

Up to 500

13,465

21,34,995

0.82

501 to 1,000

1,602

13,04,358

0.50

1,001 to 5,000

1,285

29,92,946

1.15

5,001 to 10,000

188

14,45,233

0.55

10,001 to 50,000

163

35,19,078

1.35

50,001 to 100,000

24

16,97,105

0.65

100,001 and above

35

24,80,19,436

94.98

Total

16,762

26,11,13,151

100.00

r) Web link for various documents/policies:

The Company's website contains a separate dedicated section "Investor Relations", where shareholders' information is available and the following documents/information are linked with the website of the Company, i.e., www.indoramaindia.com..

Particulars

Web link

Code of Practices and Procedures and Code of Conduct to

https://www.indoramaindia.com/pdf/policies/Code-of-Conduct-for-Prevention-

Regulate, Monitor and Report Trading by Insiders and Fair

of-Insider-Trading-REVISED.pdf

Disclosure of Unpublished Price Sensitive Information

Policy on Preservation of Documents

https://www.indoramaindia.com/pdf/policies/Policy-on-Preservation-of-

Documents-REVISED.pdf

Policy for determining "material' Subsidiaries

https://www.indoramaindia.com/pdf/policies/Policy-for-Determining-Material-

Subsidiary-REVISED.pdf

Code of Conduct for Directors and Senior Management

https://www.indoramaindia.com/pdf/policies/Code-of-Conduct-for-Directors-n-

Sr-Management-REVISED.pdf

Code for Independent Directors

https://www.indoramaindia.com/pdf/policies/Code-for-Independent-Directors-

REVISED.pdf

Nomination and Remuneration Policy

https://www.indoramaindia.com/pdf/policies/Nomination-Remuneration-Policy-

REVISED.pdf

Policy on Diversity of Board of Directors

https://www.indoramaindia.com/pdf/policies/Policy-on-Diversity-of-Board-

REVISED.pdf

Whistle Blower / Vigil Mechanism Policy

https://www.indoramaindia.com/pdf/policies/Whistle-Blower-Policy-REVISED.pdf

Policy on Materiality of Related Party Transactions

https://www.indoramaindia.com/pdf/policies/Policy-on-Materiality-of-Related-

Party-Transaction-REVISED.pdf

Familiarisation Programmes for Independent Directors

https://www.indoramaindia.com/pdf/policies/Familiarisation-Programme-IDs-

REVISED.pdf

Business Responsibility Policy

https://www.indoramaindia.com/pdf/policies/Business Responsibility Policy.pdf

66 Indo Rama Synthetics (India) Limited

Not Applicable.

Standing strong through challenges

Particulars

Web link

Policy on determination of Materiality of Events or Information

Policy on Archival of Documents

CSR Policy

Performance Evaluation Policy

Policy on Preservation on Sexual Harassment

Risk Management Policy

Contact details of Key Managerial Personnel

Unpaid and Unclaimed Dividend Amount

Notices/Intimations to Stock Exchanges

Quarterly/Annual Financial Results

Annual Report

https://www.indoramaindia.com/pdf/policies/Policy-for-Determination-of-Materiality-REVISED.pdfhttps://www.indoramaindia.com/pdf/policies/Policy-on-Archival-REVISED.pdfhttps://www.indoramaindia.com/pdf/policies/CSR-Policy-REVISED.pdf

https://www.indoramaindia.com/pdf/policies/Performance-Evaluation-Policy- REVISED.pdf https://www.indoramaindia.com/pdf/policies/POSH-IRSL-REVISED.pdfhttps://www.indoramaindia.com/pdf/policies/Risk-Management-Policy.pdfhttps://www.indoramaindia.com/pdf/Contact-Details-of-KMP-Revised.pdf https://www.indoramaindia.com/dividend_amount.php

https://www.indoramaindia.com/notices.php https://www.indoramaindia.com/financial_results.php https://www.indoramaindia.com/annual_reports.php

Overview Corporate

Statutory

s) Outstanding ADRs/GDRs/Warrants or any other convertible instruments, conversion date and likely impact on equity:

t) Corporate Identification Number (CIN) :

L17124MH1986PLC166615

u) Commodity price risks and Commodity hedging activities:

The Company is exposed to the risk of price fluctuation of raw materials as well as finished goods. The Company proactively manages these risks through forward booking Inventory management and proactive vendor development practices. The Company's reputation for quality, products differentiation and service, coupled with existence of powerful brand image with robust marketing network mitigates the impact of price risk on finished goods.

v) Plant Location:

The Company has its manufacturing and operating complex at:

A-31, MIDC Industrial Area, Butibori,

Nagpur-441 122

Maharashtra, India

Tel. : +91-7104-663000-01

Fax. : +91-7104-663200

w) Compliance Officer for Investor Redressal/ Address for Correspondence:

Mr. Pawan Kumar Thakur

Company Secretary and Compliance Officer Indo Rama Synthetics (India) Limited

20th Floor, DLF Square, DLF Phase-II,NH-8,Gurugram-122002, Haryana, India.

Tel No. +91-124-4997000; Fax: +91-124-4997070

E-mail ID: investor-relations@indorama-ind.com

x) Address for Correspondence:

Registered Office

Corporate Office

Registrar &Share Transfer Agent

Indo Rama Synthetics (India) Limited

Indo Rama Synthetics (India) Limited

MCS Share Transfer Agent Limited

A-31, MIDC, Industrial Area

20th Floor, DLF Square

F-65, First Floor

Butibori, Nagpur-441122

DLF Phase - II, NH-8

Okhla Industrial Area, Phase-1

Maharashtra, India

Gurugram-122 002, Haryana, India.

New Delhi-110 020, India

Tel. No.:+91-7104-663000-01

Tel. No.:+91-124-4997000

Tel. No.:+91-11-41406149-52

Fax No.: +91-7104-663200

Fax No.: +91-124-4997070

Fax No.:+91-11-4170 9881

Website: www.indoramaindia.com

E-Mail:investor-relations@indorama-ind.com

E-mail: helpdeskdelhi@mcsregistrars.com

Reports

Statements Financial

Annual Report 2019-20

67

y) Nodal Officer (IEPF):

Mr. Pawan Kumar Thakur

Company Secretary & Compliance Officer

20th Floor, DLF Square, DLF Phase-II,NH-8

Gurugram-122 020, Haryana

Tel. No.: +91-124-4997000,

Fax No.: +91-124-4997070

z) Deputy Nodal Officer (IEPF):

Mr. B. S. Rana

Assistant General Manager

20th Floor, DLF Square, DLF Phase-II,NH-8

Gurugram-122 020, Haryana

Tel. No.: +91-124-4997000,

Fax No.: +91-124-4997070

z)(a) List of all credit ratings obtained by the Company along with any revisions thereto, for all debt instruments of the Company or any fixed deposit programme or any scheme or proposal of the Company involving mobilisation of funds, whether in India or abroad:

India Rating and Research (Ind-Ra) has assigned Indo Rama Synthetics (India) Limited a long term issuer rating of "IND BBB- ". The Outlook is stable. The Instrument wise rating action is as follows:

Instrument Type

Size of issue (Billion)

Rating/outlook

Rating action

Long term Loan

`5

IND BBB-/Stable

Assigned

Working Capital Limit

`9

IND BBB-/Stable/IND A3

Assigned

z)(b) Green Initiative:

By Virtue of Ministry of Corporate Affairs (MCA) circular No. 17/2011 and 18/2011 dated 21st April, 2011 and 29th April, 2011 respectively read with Rule 11 of the Companies (Accounts) Rules, 2014, service of documents may be made to shareholders by electronic mode.

We therefore appeal to members to be part of said "Green initiatives" and request the members to register their name in getting the said documents in electronic mode by sending an email by giving their registered folio no and/or DP ID/Client ID at admin@mcsregistrars.com.

The Members, who want the above documents in physical form, Send a email at the email ID: admin@mcsregistrars.com by giving their registered folio No. and/or DPID/ Client ID.

For and on behalf of the Board of Directors of

Indo Rama Synthetics (India) Limited

Om Prakash Lohia

Place: New Delhi

Chairman & Managing Director

Date: 24th June 2020

(DIN 00206807)

68 Indo Rama Synthetics (India) Limited

Standing strong through challenges

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation of 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015

To,

The Members

Indo Rama Synthetics (India) Limited

31-A, MIDC Industrial Area

Butibori, Maharashtra-441122

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Indo Rama Synthetics (India) Limited having CIN L17124MH1986PLC166615 and having registered office at 31-A, MIDC Industrial Area, Butibori, Maharashtra-441122 (hereinafter referred to as the 'Company'), produced before us by the Company for the purpose of issuing this certificate, in accordance with Regulations 34(3) read with Schedule V Para - C Sub clause 10 (i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information according to the verification (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March, 2020 have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority:

S.

Name of Director

DIN

Date of Appointment in

No.

Company

1

Mr. Om Prakash Lohia, Chairman & Managing Director

00206807

28.04.1986

2

Mr. Vishal Lohia, Executive Director

00206458

16.04.2002

3

Mr. M. N. Sudhindra Rao, Executive Director & CEO

01820347

03.04.2019

4

Mr. Udeypaul Singh Gill, Non-Executive Non -Independent Director

00004340

03.04.2019

5

Mr. Suman Jyoti Khaitan, Non-Executive Independent Director

00023370

30.01.2013

6

Dr. Arvind Pandalai, Non-Executive Independent Director

00352809

31.08.2016

7

Mrs. Ranjana Agarwal, Non-Executive Independent Director

03340032

18.05.2015

8

Mr. Dhanendra Kumar, Non-Executive Independent Director

05019411

14.02.2020

Please note that ensuring the eligibility of/for the appointment/continuity of every Director of the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Thanking You,

For, PRAKASH CHANDER & ASSOCIATES

Company Secretary

(PRAKASH CHANDER)

M. No.: F8990

Place: Delhi

C.P. No. 18534

Date: June 2, 2020

UDIN: F008990B000309202

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

69

DECLARATION BY CHAIRMAN AND MANAGING DIRECTOR PURSUANT TO SCHEDULE V (PART D) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)

REGULATIONS 2015 REGARDING COMPLIANCE WITH CODE OF CONDUCT

To

The Board of Directors

Indo Rama Synthetics (India) Limited

I, Om Prakash Lohia, (DIN 00206807), Chairman and Managing Director of Indo Rama Synthetics (India) Limited, hereby declare that all the members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct as applicable to them, for the year ended 31st March, 2020.

For and on behalf of the Board of Directors of

Indo Rama Synthetics (India) Limited

Om Prakash Lohia

Place : New Delhi

Chairman & Managing Director

Date : 24th June 2020

(DIN: 00206807)

70 Indo Rama Synthetics (India) Limited

Standing strong through challenges

Certificate by Executive Director & CEO and Chief Financial Officer pursuant to sub- regulation 8 of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To

The Board of Directors

Indo Rama Synthetics (India) Limited

We, M. N. Sudhindra Rao (DIN 01820347), Executive Director & CEO and Susheel Kumar Mehrotra (ICAI M. No. 085483), Chief Financial Officer of Indo Rama Synthetics (India) Limited, hereby certify that:

  1. We have reviewed the Financial Statements and the Cash Flow Statement for the financial year ended 31st March,
    2020 and that to the best of our knowledge and belief:
    1. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
    2. these statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.
  2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company's Code of Conduct;
  3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies;
  4. We have indicated, wherever applicable, to the Auditors and the Audit Committee:
    1. significant changes in internal control over financial reporting during the year;
    2. significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and
    3. instances of significant fraud of which we have become aware and the involvement therein of the management or an employee having a significant role in the Company's internal control system over financial reporting.

M. N. Sudhindra Rao

Susheel Kumar Mehrotra

Executive Director & CEO

Chief Financial Officer

(DIN: 01820347)

(ICAI M. No.: 085483)

Place : Mumbai

Place : Gurugram

Date : 24 June 2020

Date : 24 June 2020

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

71

Practising Company Secretary Certificate on Corporate Governance Report

To

The Members of

Indo Rama Synthetics (India) Limited,

We have examined the compliance of the conditions of Corporate Governance by Indo Rama Synthetics (India) Limited ('The Company') for the year ended on March 31, 2020, as stipulated under Regulations 17 to 27, clauses (b) to (i) of sub- regulation (2) of Regulation 46 and para C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The compliance of the conditions of Corporate Governance is the responsibility of the management of the Company. Our examination was limited to the review of procedures and implementation thereof, as adopted by the Company for ensuring compliance with conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the Directors and the Management and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India warranted due to the spread of the COVID-19 pandemic, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations for the year ended on March 31, 2020.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

.

For, For Pramod Kothari & Co.

Company Secretary

(Pramod Kothari)

Proprietor

Place: Noida

C.P. No. 11532

Date: 01.06.2020

UDIN No. F007091B000306654

72 Indo Rama Synthetics (India) Limited

Standing strong through challenges

Business Responsibility Report

[Regulation 34 (2) (f)]

Pursuant to Regulation 32(2)(f) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Directors present the Business Responsibility Report of the Company, for the financial year 2019-20.

The reporting frame work is based on the National Voluntary Guidelines (NVGs) on Social Environment and Economic Responsibility, released by Ministry of Corporate Affairs, Government of India, in July 2011, which contains 9 (nine) Principal and Core Elements of each of 9 (nine) Principal.

SECTION - A: GENERAL INFORMATION ABOUT THE COMPANY

Sl.

Particulars

Details

No.

1

Corporate Identity Number (CIN) of the Company

L17124MH1986PLC166615

2

Name of the Company

Indo Rama Synthetics (India) Limited

3

Registered Address

A-31, MIDC Industrial Area, Butibori-441122, Nagpur, Maharashtra, India

4

Website

www.indoramaindia.com

5

Email ID

pawank.thakur@indorama-ind.com

6

Financial Year reported

1st April, 2019 to 31st March, 2020

7

Sector(s) that the Company is engaged in

Manufacturer of Polyester Staple Fibre,

(industrial activity code-wise)

Polyester Filament Yarn,

Draw Texturised Yarn and Polyester Chips

8

List three key products/services that the Company Product

NIC Code

manufactures/provides (as in Balance Sheet)

Polyester Staple Fibre

55032000

Polyester Filament Yarn

54024200

Draw Texturised Yarn

54023300

9

Total number of locations, where business activity

The Company has one manufacturing unit situated at Butibori, Nagpur,

is undertaken by the Company

Maharashtra., India.

Number of International Locations (Provide

None

details of major 5)

Number of National Locations:

The Company has its Corporate Office at Gurugram and 6 (six) Marketing Offices,

situated across India

10

Markets served by the Company - Local/ State /

National as well as International

National / International

SECTION - B: FINANCIAL DETAILS OF THE COMPANY

Sl.

Particulars

Details

No.

1

Paid-up Capital (Amount in ` Crores)

261.11

2

Total Turnover (Amount in ` Crores)

2048.93

3

Total Profit after Taxes (Amount in ` Crores)

(316.10)

4

Total spending on Corporate Social Responsibility

The average Net Profit of last three years is negative, thus the Company is not

(CSR) as percentage of Profit after Tax (%)

required to spend any amount on CSR.

5

List of activities in which expenditure in (4) above

Not Applicable

has been incurred

SECTION - C: OTHER DETAILS

Sl.

Particulars

Details

No.

1

Does the Company have any Subsidiary

Yes, the Company has one Wholly Owned Subsidiary (WOS), Indorama Yarns

Company/Companies?

Private Limited.

2

Do the Subsidiary Company/ Companies

WOS was incorporated on 16th day of August, 2019 and is managed by its

participate in the BR Initiatives of the parent

own Board of Directors. WOS does not participate in the BR initiatives of the

Company? If yes, then indicate the number of

Parent Company.

such Subsidiary Company(s).

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

73

Sl.

Particulars

Details

No.

3

Do any other entity/entities (e.g. suppliers,

No

distributors, etc.) that the Company does

business with, participate in the BR initiatives of

the Company? If yes, then indicate the percentage

of such entity/entities? [Less than 30%, 30-60%,

More than 60%].

SECTION - D: BR INFORMATION

Sl.

Particulars

Details

No.

1. Details of Director/Directors responsible for BR

(a)

Details of the Director/ Director responsible for

1. DIN

:

01820347

implementation of the BR Policy/ Policies:

2. Name

:

Mr. M. N. Sudhindra Rao

3.

Designation

:

ED & CEO

(b)

Details of the BR Head:

1. DIN

:

00206807

2.

Name

: Mr. Om Prakash Lohia

3.

Designation

: Chairman and Managing Director

4.

Telephone No. :

91-124-4997000

5.

E-Mail ID

: omprakash.lohia@indorama-ind.com

Principle-wise (as per NVGs) BR Policy / Policies

2. (a)

Details of Compliance (Reply in Y/N):

No.

Questions

P1

P2

P3

P4

P5

P6

P7

P8

P9

1

Do you have a Policy/ Policies for.

Y

Y

Y

Y

Y

Y

Y

Y

Y

Various Principles

2 Has the policy being formulated in consultation with the relevant stakeholders

All the policies have been formulated or modified in consultation with the Management of the Company and is approved by the Board. The policies have been framed or modified considering the best interest of the stakeholders.

  1. Does the policy conform to any
    national / international standards? If yes, specify?
  2. Has the policy being approved by the Board? Is yes, has it been signed by MD/ owner/ by CEO/ appropriate Board Director?
  3. Does the company have a specified committee of the Board/ Director/ Official to oversee the implementation of the policy?
  4. Indicate the link for the policy to be viewed online?

Yes, the policies are based on "National Voluntary Guidelines on Social, Environmental and Economic Responsibility of Business".

Yes, Policies mandated under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 are approved by the Board and signed by the Company Secretary on behalf of the Board of Directors of the Company.

The Company has, Audit Committee, Stakeholders Relationship Committee, CSR Committee, Risk Management Committee and also has adequate internal control system to oversee the implementation of policies.

The links to view the public policies online are given herein below*.

7

Has the policy been formally communicated to

all relevant internal and external stakeholders?

  1. Does the company have in-house structure to implement the policy/policies.
  2. Does the Company have a grievance redressal mechanism related to the policy/ policies to address stakeholders' grievances related to the policy/ policies?
  3. Has the company carried out
    independent audit/ evaluation of the working of this policy by an internal or external agency?

Yes, the policies have been posted in the Company's website and communicated to all internal stakeholders, wherever applicable.

Y Y Y Y Y Y Y Y Y

Y Y Y Y Y Y Y Y Y

No

(b) If answer to the question at serial number 1

Not applicable

against any principle, is 'No', please explain why:

(Tick up to 2 options)

Links to Company's Policies:

  • Code of Conduct for Employees : https://www.indoramaindia.com/pdf/policies/Code-of-Conduct-for-Directors-n-Sr-Management-REVISED.pdf
  • CSR Policy : - https://www.indoramaindia.com/pdf/policies/CSR-Policy-REVISED.pdf
  • Whistle Blower Policy : https://www.indoramaindia.com/pdf/policies/Whistle-Blower-Policy-REVISED.pdf
  • Policy for Prevention of Sexual Harassment : https://www.indoramaindia.com/pdf/policies/POSH-IRSL-REVISED.pdf
  • Business Responsibility Policy : https://www.indoramaindia.com/pdf/policies/Businessresponsibility policy.pdf

74 Indo Rama Synthetics (India) Limited

Standing strong through challenges

3 Governance related to BR

  1. Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year.
  2. Does the Company publish a BR or Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published?

Annually

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Fifth Amendment Regulations,) 2019 substituted Regulation 34 (2)(f) for its applicability for top 1000 listed entities in place of top 500 listed entities based on market capitalisation, with effect from December 26, 2019 and accordingly to include in Business Responsibility Report in the Annual Report., It is applicable first time for the Company and will be published annually and can be accessed at https:// www.indoramaindia.com/ annual_reports.php.

Overview Corporate

Statutory

SECTION - E: PRINCIPLE-WISE PERFORMANCE

Sl.

Particulars

Details

No.

Principle 1:

Reports

1 Does the Policy relating to ethics, bribery and corruption cover only the Company? Yes/ No. Does it extend to the Group/Joint Ventures/ Suppliers/ Contractors/NGOs /Others?

2 How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so.

The Company has a Policy on the Code of Business Conduct/Ethics, which applies to all directors, officers and employees of the Company. This Code is intended to (a) focus on areas of ethical risk; (b) set forth basic standards of ethical and legal behavior; (c) to provide guidance to directors to help them recognise and deal with ethical issues; (d) provide reporting mechanisms for known or suspected unethical conduct and/or legal violations; (e) help foster a culture of honesty and accountability. The Company has its Vigil Mechanism Policy which provides mechanism for employees and Directors of the Company to approach the Chairman of the Audit Committee or Managing Director of the Company for reporting genuine concerns. The executive directors and employees of the Company strictly adheres to the provisions of the Code with regard to their association with any professional, trade, legislative, political or public body.

The Company has also in place Anti-Sexual Harassment Policy to maintain a work environment free from any form of conduct which can be considered as harassing, coercive or disruptive.

During 2019-20, no complaint was received from the shareholder.

Statements Financial

Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle.

The Company is in the Business of manufacture of Polyester Staple Fibre, Polyester Filament Yarn, Draw Texturised Yarn and Polyester Chips. Our robust commitment to ensure compliance with relevant standards of health and safety commences at the design stage, wherein appropriate health and safety elements across manufacturing/construction activities, delivery and consumption are identified and evaluated. Environment, health and safety continue to be key focus areas and the Company strives to reduce its environmental impact through various initiatives in the field of Energy Efficiency and Conservation.

1. Are there any products or services of the Company whose design has incorporated social or environmental concerns, risks and/or opportunities?

  1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities.

As an environmental conscious Company, the Company continues to innovate and use efficient technologies to bring down strain on ecology for all of its products namely Polyester Staple Fibre, Polyester Filament Yarn, Draw Texturised Yarn and Polyester Chips.

Company has incorporated following initiatives:

  1. Installed RO Plant to enable recycling of 35% of total effluent;
  2. Added effluent storage capacity of 7500 M³ to meet any exigency;
  3. Installed water sprinklers around coal handling plant to suppress the coal dust;
  4. Installed online effluent quality monitoring device with connectivity to CPCB & MPCB;

Annual Report 2019-20

75

  1. Installed online Ambient Air Quality Monitoring System (AAQMS) with online connectivity with statuary authorities;
  2. Installed air curtains in Coal fired Boiler to reduce air pollution; and
  3. Phasing out diesel operated forklifts & replacing them with battery operated forklifts.
  4. For each such product, provide the following details in respect of resource use (energy, water, raw material, etc.) per unit of product (optional).

Details of conservation of energy are given in Annexure to the Directors' Report.

2. Does the company have procedures in place for sustainable sourcing (including transportation)?

  1. If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so.

The Company strives to integrate social, ethical and environmental factors across the entire supply chain.

3. Has the company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work?

  1. If yes, what steps have been taken to improve their capacity and capability of local and small vendors?

Yes. Significant part of the spares & consumables are procured from local /indigenous suppliers. The Company also extensively works with local suppliers to develop vendors' capabilities for import substitutions on ongoing basis.

4. Does the company have a mechanism to recycle products and waste? If yes what is the percentage of cycling of products and waste (separately as <5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or so.

Company recycles packaging materials, -paper tubes, and wooden pallets. Packaging materials are also collected from customers for recycling/ reuse.

Principle 3: Businesses should promote the wellbeing of all employees.

Indo Rama, as a Company ensures its development and growth by investing in the satisfaction and well-being of its employees. The Company takes seriously its responsibility to provide a safe working environment and recognise that employees are more productive when they are healthy, feel

good & work safely. Wellness programs of Company raise awareness of health issues by encouraging its employees to adopt a healthy lifestyle. The Company also tailors its safety programs to minimise hazards at workplace.

  1. Please indicate the total number of employees -1457
  2. Please indicate the total number of employees hired on temporary/contractual/casual basis - Daily Deployment -1854
  3. Please indicate the Number of permanent women employees - 13
  4. Please indicate the Number of permanent employees with disabilities - 02
  5. Do you have an employee association that is recognised by management - No
  6. What percentage of your permanent employees is members of this recognised employee association? NA
  7. Please indicate the number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year.

Sr.

No of complaints

No of complaints

Category

filed during the

pending as on

No.

end of the

financial year

financial year

1

Child labour/forced

Nil

Nil

labour/involuntary labour

2

Sexual harassment

Nil

Nil

3

Discriminatory employment

Nil

Nil

8. What percentage of your under mentioned employees were given safety & skill up- gradation training in the last year?

Sr.

No of complaints

Category

filed during the

No.

financial year

1

Permanent Employees

76%

2

Permanent Women Employees

100%

3

Casual/Temporary/Contractual Employees

100%

4

Employees with Disabilities

NA

Principle 4: Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalised.

The Company aims to meet the expectations of its stakeholders that include shareholders, consumers, employees, suppliers and various service providers. The Company understands the needs of its stakeholders and develops action plans to fulfill them while achieving its business goals.

76 Indo Rama Synthetics (India) Limited

Standing strong through challenges

The Company also has in place investor grievance redressal system, consumer complaint redressal system and various other committees to protect the interest of all the stakeholders. It discloses all the relevant information about its products, business, financial performance and other statutory information on the website of the Company to ensure effective stakeholders engagement.

  1. Has the company mapped its internal and external stakeholders? Yes/No
    Yes.
  2. Out of the above, has the company identified the disadvantaged, vulnerable & marginalised stakeholders.
    As per our understanding and knowledge, there are no disadvantaged, vulnerable and marginalised stakeholders)
  3. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable and marginalised stakeholders. If so, provide details thereof, in about 50 words or so.

Not Applicable.

Principle 5: Businesses should respect and promote human rights.

The Company firmly believes in upholding and promoting human rights. Human Rights are protected under Code of Business Conduct, Whistle Blower Policy, Anti - Sexual Harassment Policy

  1. Does the policy of the Company on human rights cover only the Company or extend to the Group/ Joint Ventures/ Suppliers/ Contractors/ NGOs/ Others?
    The policy stated in our code and policies which include respect of human rights and dignity of all stakeholders, extend to group, suppliers and all those who works with us.
  2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management?
    The Company has not received any complaints from any stakeholders.

Principle 6: Business should respect, protect and make efforts to restore the environment.

The Company understands its responsibility towards environment and has taken various initiatives to reduce its environmental impact. Energy conservation and use of clean fuels continue to be a priority area of the Company. A focused energy program has been established with a view to carry out specific initiatives in the field of Energy Efficiency and Conservation.

The Company has internal guidelines for environment, which is followed strictly.

During FY 2019-20, the Company has taken various initiatives for conservation of energy and reducing its environmental impact as given in Annexure to the Directors' Report.

1. Does the policy related to Principle 6 cover only the company or extends to the Group/Joint Ventures/Suppliers/Contractors/NGOs/others.

The policy applicable to Company only.

  1. Does the company have strategies/ initiatives to address global environmental issues such as climate change, global warming, etc? Y/N. If yes, please give hyperlink for webpage etc.
    The Company is continuously implementing process improvements to reduce emissions and wastes.
  2. Does the Company identify and assess potential environmental risks? Y/N
    Sustainable development is at the core of the Company's operations which is also outlined in the Environment, Health and Safety Practices. The Company follows sound environmental management practices at its manufacturing unit.
  3. Does the company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if Yes, whether any environmental compliance report is filed?
    The Company has not identified any project related to Clean Development Mechanism.
  4. Has the company undertaken any other initiatives on clean technology, energy efficiency, renewable energy, etc., Y/N. If yes, please give hyperlink for web page. etc.
  5. The Company has already availed power supply from the grid as major initiatives on clean technology and energy efficiency as against power generation using coal based power plant captively. It will reduce carbon emission substantially and foster clean energy.
  6. Are the Emissions/Waste generated by the company within the permissible limits given by CPCB/SPCB for the financial year being reported?
    Yes, all applicable statutory requirements with respect to emissions/ waste are complied with and emission / waste generated by the company are within the permissible limit given by SPCB.

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

77

8. Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year.

As on 31 March, 2020, there is no pending show cause or legal notice received from CPCB or SPCB.

Principle 7: Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner.

  1. Is your company a member of any trade and chamber or association? If Yes, Name only those major ones that your business deals with:
    Name of Various Associations of which Company is member:
    1. BUTIBORI MANUFACTURERS' ASSOCIATION;
    2. CONFEDRATION OF INDIAN INDUSTRY
    3. CONFEDERATION OF INDIAN TEXTILE INDUSTRY;
    4. FICCI;
    5. FEDERATION OF INDIAN EXPORT ORGANISATION;
    6. NORTHERN INDIA TEXTILE MILLS ASSOCIATION;
    7. THE SYNTHETICS & RAYON TEXTILES EXPORT PROMOTION COUNCIL; and
    8. VIDARBHA INDUSTRIES ASSOCIATION
  2. Have you advocated/lobbied through above associations for the advancement or improvement of public good? Yes/No; if yes specify the broad areas (drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy security, Water, Food Security, Sustainable Business Principles, Others)
    No.

Principle 8: Businesses should support inclusive growth and equitable development.

The Company supports the principle of inclusive growth and equitable development through its core business.

  1. Does the Company have specified programmes /initiatives/projects in pursuit of the policy related to Principle 8? If yes, details thereof.
    The Company is providing initiative for local employment as well as local vendors to the extent possible.
  2. Are the programmes/projects undertaken through in-house team/own foundation/external NGO/government structures/any other organisation?

Programmes are being undertaken through in-house team.

  1. Have you done any impact assessment of your initiative? No.
    What is your Company's direct contribution to community development projects- Amount in INR and the details of the projects undertaken.
    The company is a loss making for the past many years and hence no community development projects have been taken up.
  2. Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50 words, or so.
    Not Applicable.

Principle 9: Businesses should engage with and provide value to their customers and consumers in a responsible manner.

The Company has established itself as a high quality product suppliers to its customers both nationally and internationally.

1. What percentage of customer complaints/consumer cases are pending as on the end of financial year.

NIL

  1. Does the company display product information on the product label, over and above what is mandated as per local laws? Yes/No/N.A. /Remarks(additional information)
    Company's products being industrial products do not require any mandated display of product information. Nevertheless, all basic product information is displayed on the product packaging. Product quality certificate containing all necessary specifications are provided to customers.
  2. Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising and/or anti-competitive behaviour during the last five years and pending as on end of financial year. If so, provide details thereof, in about 50 words or so.
    No.
  3. Did your Company carry out any consumer survey/ consumer satisfaction trends?
    No.

For and on behalf of the Board of Directors of

Indo Rama Synthetics (India) Limited

Om Prakash Lohia

Place: New Delhi

Chairman & Managing Director

Date: 24th June, 2020

(DIN 00206807)

78 Indo Rama Synthetics (India) Limited

Standing strong through challenges

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

For the financial year ended 31st March, 2020

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014]

Overview Corporate

To

The Members,

Indo Rama Synthetics (India) Limited

(CIN: L17124MH1986PLC166615)

Regd. Office.: 31-A, MIDC Industrial Area, Butibori, MH - 441122

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Indo Rama Synthetics (India) Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2020 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the company for the financial year ended on March 31, 2020 according to the provisions of:

  1. The Companies Act, 2013 (the Act) and the rules made thereunder;
  2. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;
  3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
  4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings, wherever applicable
  5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,
    1992 ('SEBI Act'):
  1. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
  2. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
  3. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
  4. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999-Not
    Applicable as the Company has not granted any Options to its employees during the financial year under review.
  5. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008
  6. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client.
  7. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009- Not
    Applicable as the Company has not get delisted its equity shares from the stock exchange during the financial year under review.
  8. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998-Not
    Applicable as the Company has not bought back any of its securities during the financial year under review.
  1. The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018

(vi) Other law applicable specifically to the Company, as identified and on the basis of representation given by the management:

Reports Statutory

Statements Financial

Annual Report 2019-20

79

  • The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal Act, 2013).
  • The Indian Electricity Act, 2003 and Rules/ Regulations made thereunder; and
  • Indian Boilers Act, 1923 and Rules/ Regulations made thereunder, and
  • Indian Explosive Act, 1884 and Rules/ Regulations made thereunder;

I have also examined compliance with the applicable clauses of the following:

  1. Secretarial Standards issued by The Institute of Company Secretaries of India. (Notified and effective from 1stJuly, 2015 and the revised version effective from October 1st, 2017).
  2. The SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above except the following observations:

  1. Some of the e-forms have been filed beyond the due date with MCA with the payment of additional fees.
  2. As per SEBI (Prohibition of Insider Trading) Regulations, 2015, Trading Restriction period starts from the end of every quarter till 48 hours after the declaration of financial results.
    The Company has not completely complied this regulation for the quarter April, 2019 to June, 2019, trading restriction period started by the Company from 30.07.2019 instead it should be started from 01.07.2019 till 48 hours after the declaration of the financial results.
  3. As per Regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the listed entity shall submit within 30 days from the date of publication of its financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards for annual results to the stock exchanges and publish the same on the website.
    As the date of the publication of the financial results for the quarter ended 31.03.2019 on 16.05.2019 but the disclosures of the related party transactions on a consolidated basis for the half year started

from 01.10.2018 to 31.03.2019 sent to the stock exchange on 13.08.2019 instead it should be submitted on or before 15.06.2019 (i.e. within 30 days from the date of publication of financial results).

4. As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the listed entity shall submit to the stock exchange and publish on its website a copy of the Annual Report sent to the shareholders along with the notice of Annual General Meeting not later than the day of commencement of dispatch to its shareholders.

Company has dispatched the notice of Annual General Meeting to the shareholders on 01.07.2019 as mentioned in the newspaper advertisement in respect of the Notice of General Meeting but Annual Report submitted to the stock exchange on 04.07.2019 instead it should be submitted on or before 01.07.2019.

I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors during the period under review were carried out in compliance with the provisions of this Act.

Normally adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings were carried out with majority as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be. There was no dissenting vote for any matter.

I further report that I have relied on the representation made by the Company and its officers for system and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company. Therefore, I am of the opinion that the management has adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that the following material events occurred during the audit period:

1. The Company has made the partially redemption of the face value of Secured Rated Redeemable Non-Convertible Debentures (NCDs) on 07.05.2019

80 Indo Rama Synthetics (India) Limited

Standing strong through challenges

of an amount of `137 Crores to the holders of NCDs and accordingly face value has been reduced to `31,496.57 per debenture in place of `1,00,000/- per NCD which has been issued during the Financial year 2018-2019 on private placement basis aggregating to `199.99 Crores (19999 Secured Rated Redeemable Non-Convertible Debentures of `1,00,000 each).

Further, on 03.07.2019 the Company has fully redeemed the principal amount of NCDs i.e. an aggregate amount of `62.99 Crores. Hence, the 19999 Secured Rated Redeemable Non-Convertible Debentures (NCDs) are no longer tradable.

  1. Pursuant to the provisions of Section 42, 62(1)(c) of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, on 03.04.2019 the Board has given their consent for the allotment of 8,30,00,000 Equity Shares of `10/- each at a premium of `26/- aggregating to `298,80,00,000/- to the Promoters Group i.e. Indorama Netherlands B.V. by way of preferential issue on private placement basis.
  2. The Company had refunded on 23.07.2019 the full consideration of 20 Unsecured Optionally Convertible Debentures (OCDs) issued earlier on preferential basis to Promoter of the Company, Mr. Om Prakash Lohia bearing face value of `1,00,00,000 per OCD for an aggregating amount upto `20,00,00,000 along with interest thereon.

Place: New Delhi

Date: 24th June, 2020

  1. The Company has incorporated on 16.08.2019 its Wholly Owned Subsidiary i.e. Indorama Yarns Private Limited having CIN U17299MH2019PTC329375.
  2. Pursuant to the provisions of Section 180(1)(a) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the members has given their consent by passing of Special Resolution by way of postal ballot dated 28.09.2019 for leasing out DTY Machines of the Company along with the land appurtenant to the shed in which such machineries are installed at A-31, MIDC Industrial Area, Butibori, Nagpur-441122, Maharashtra, India, with all the supporting accessories and facilities required to Wholly Owned Subsidiary of the Company, Indorama Yarns Private Limited together with the use of all the licenses, permits, consent and approvals by entering into the Lease Agreement.
  3. The Company has filed an application for Condonation of Delay with the Central Government with regard to the appointment of Mr. Rajendra Kumar Gupta as Chief Financial Officer of the Company for the financial year 2018-2019. The Central Government (Regional Director) has approved the Form CG 1 for Condonation of Delay on 20.03.2020 vide SRN R21669395.

This report is to be read with my letter of even date which is annexed as 'Annexure A' and forms an integral part of this report.

For, P. KATHURIA & ASSOCIATES.

Company Secretaries

(PRADEEP KATHURIA)

FCS 4655

CP 3086

UDIN: F004655B000374101

Overview Corporate

Reports Statutory

Statements Financial

Annual Report 2019-20

81

'Annexure A'

To

The Members,

Indo Rama Synthetics (India) Limited (CIN: L17124MH1986PLC166615)

Regd. Office: 31-A, MIDC Industrial Area, Butibori, MH - 441122

My report of even date is to be read along with this letter.

  1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on my audit.
  2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. I believe that the processes and practices I followed provide a reasonable basis for my opinion.
  3. I have not verified the correctness and appropriateness of financial record and Books of Accounts of the company since the same have been subject to review by Statutory Auditor.
  4. Where ever required, I have obtained the Management Representation Letter about the compliance of laws, rules and regulations and happening of events etc.
  5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.
  6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company.

For, P. KATHURIA & ASSOCIATES.

Company Secretaries

(PRADEEP KATHURIA)

FCS 4655

Place: New Delhi

CP 3086

Date: 24th June, 2020

UDIN: F004655B000374101

82 Indo Rama Synthetics (India) Limited

Standing strong through challenges

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company has already constituted a Corporate Social Responsibility ("CSR") Committee, and has aligned its CSR Policy in accordance with the Companies Act, 2013 ('the Act') read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 to make it compliant with the provisions of the Act and the Rules made thereunder and to undertake the admissible CSR activities notified by the Ministry of Corporate Affairs in Schedule VII to the Act.

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILTY ACTIVITES

As prescribed under Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.

  1. A brief outline of the Company's CSR Policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes:
    The CSR Policy of the Company has been formulated and adopted in terms of Section 135 of the Companies Act, 2013 and the Rules made thereunder.
  2. The Composition of the CSR Committee: Mr. Om Prakash Lohia (Chairman)
    Mr. Mr. Vishal Lohia -Member
    Mr. M. N. Sudhindra Rao-Member Mr. Udeypaul Singh Gill- Member Mrs. Ranjana Agarwal -Member Dr. Arvind Pandalai- Member
  3. Average Net Profit of the Company for last three financial years (2016-17,2017-18 & 2018-19):The average profit for the last three financial years is negative.
  4. Prescribed CSR expenditure (two percent of the Amount as in item 3 above) (2019-20):Not required
  5. Details of CSR spend during the financial Year 2019-20:
    As the average profit for the last three financial years was negative so there was no spending on CSR. 
  1. Manner in which the Amount spent during the financial year is detailed below:

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

Sr. No.

CSR Project

Sector in which

Projects or

Amount outlay

Amount spent on the projects or

Cumulative

Amount

or Activity

the project is

programmes

(Budget) projects

programmes

expenditure up

spent: directly

identified

covered

(1) Local area

or programmes

to the reporting

or through

or other (2)

wise (`)

period (`)

implementing

Direct expenditure Over-heads (`)

Specify projects

agency (`)

on programme or

or programmes

projects (`)

were undertaken

Not Applicable

  1. In case the Company has failed to spend two per cent of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Directors' report: Not Applicable

7) The CSR Committee of the Company hereby confirms that the implementation

and monitoring of CSR Policy, is

in compliance with CSR objectives and policy of the Company

Not Applicable

For and on behalf of the Board of Directors of

Indo Rama Synthetics (India) Limited

Om Prakash Lohia

Place: New Delhi

Chairman and Managing Director

Date: 24.06.2020

(DIN 00206807)

Annual Report 2019-20

83

Overview Corporate

Reports Statutory

Statements Financial

Independent Auditor's Report

To the Members of Indo Rama Synthetics (India) Limited Report on the Audit of the Standalone Financial Statements

Opinion

  1. We have audited the accompanying standalone financial statements of Indo Rama Synthetics (India) Limited ('the Company'), which comprise the Balance Sheet as at 31 March 2020, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
  2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ('Act') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards ('Ind AS') specified under section 133 of the Act, of the state of affairs (financial position) of the Company as at 31 March 2020, and its loss (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are

independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ('ICAI') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter - Uncertainties related to Covid-19

4. We draw attention to Note 44 to the accompanying standalone financial statements, which describes management's assessment of uncertainties relating to the effects of the COVID-19 pandemic on the Company's

operations. Our opinion is not modified in respect of this matter.

Key Audit Matter

  1. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
  2. We have determined the matters described below to be the key audit matters to be communicated in our report

Key audit matter

How the matter was addressed in the audit

Recognition of deferred tax assets (Refer note 8(b) to the

Our audit procedures in relation to the recognition of deferred tax

accompanying standalone financial statements)

assets included, but were not limited to, the following:

As detailed in note 8(b) to the accompanying standalone financial

• Evaluated the design and tested the operating effectiveness of

statements, the Company has deferred tax assets (net) aggregating to

key controls implemented by the Company over recognition of

`110.01 crores as at 31 March 2020.

deferred tax assets based on the assessment of Company's

ability to generate sufficient taxable profits in foreseeable future

During the current year, the Company has recognised deferred tax

allowing the use of deferred tax assets within the time prescribed

assets amounting to `15.90 crores and has reversed `152.00 crores

by income tax laws.

based on taxable profit as per revised projections.

• Reconciled the future taxable profit projections to future business

The Company's ability to recover the deferred tax assets is assessed

plans of the Company as approved by the Board of Directors.

by the management at the close of each financial year which depends

• Tested the assumptions used in the aforesaid future projections

on the forecasts of the future results and taxable profits that Company

expects to earn within the period by which such brought forward

such as growth rates, expected saving, increased utilization of

losses can be adjusted against the taxable profits as governed by the

plants, etc. considering our understanding of the business, actual

Income-tax Act, 1961.

historical results, other relevant existing conditions, external

data and market conditions, including the impact of COVD-19

pandemic on such assumptions.

84 Indo Rama Synthetics (India) Limited

Standing strong through challenges

Key audit matter

How the matter was addressed in the audit

The projected cash flows involve key assumptions such as future

• Tested the arithmetical accuracy of the calculations including those

growth rate and market conditions including considering impact of

related to sensitivity analysis performed by the management.

COVID-19 pandemic. Any change in these assumptions could have

a material impact on the carrying value of deferred tax assets. These

• Performed independent sensitivity analysis to test the impact of

assumptions and estimates are judgmental, subjective and depend on

possible variations in key assumptions.

the future market and economic conditions, including industry focused

trade policies, materialization of the Company's expansion plans.

• Reviewed the historical accuracy of the cash flow projections

We have identified the recoverability of deferred tax assets recognised

prepared by the management in prior periods.

on carried forward tax losses and unabsorbed depreciation as a key

• Evaluated management's assessment of time period available

audit matter for the current year audit considering the materiality of

for adjustment of such deferred tax assets as per provisions of

the amounts, complexities and significant judgments involved, as

the Income-tax Act, 1961 and appropriateness of the accounting

described above.

treatment with respect to the recognition of deferred tax assets

We also consider the uncertainty relating to availability of sufficient

as per requirements of Ind AS 12, Income Taxes.

future taxable profits estimated by the management as a matter

• Evaluated the derecognition of deferred tax assets in absence of

fundamental to the understanding of the users of the accompanying

expected sufficient future taxable profits.

financial statements.

• Evaluated the appropriateness and adequacy of the disclosures

made in the financial statements in respect of deferred tax assets

in accordance with applicable accounting standards.

Going concern basis of accounting (Refer Note 44 to the

Our audit procedures included, but were not limited to, the following

accompanying standalone financial statements)

in relation to assessment of appropriateness of going concern

basis of accounting:

During the year ended 31 March 2020, the Company has incurred

• Obtained an

understanding

of the management's process

losses before tax of `180.00 crores for the year ended 31 March 2020

for identifying

all events

or

conditions