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Director's Report
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Indo Rama Synthetics (India) LtdIndustry : Textiles - Manmade
BSE Code:500207
ISIN Demat:INE156A01020
Book Value(Rs):17.84
NSE Symbol:INDORAMA
Div & Yield %:0
Market Cap (Rs Cr.):314.64
P/E(TTM):0
EPS(TTM):0
Face Value(Rs):10
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The Members,

The Board of Directors is pleased to present the Company's 33rd Annual Report along with the Audited Financial Statements of your Company for the financial year ended 31st March 2019.

1. Financial Highlights

The financial performance of the Company for the year ended 31st March 2019 is summarized below:

(? In Crore)

Year Ended
Particulars 31 March 2019 31 March 2018
Total Income 1699.37 2317.44
Profit before Financial Costs, Depreciation, Foreign exchange fluctuation, Exceptional items and Tax (EBIDTA) (88.58) 60.22
Finance Costs 131.32 94.37
Profit/(loss) before Depreciation, Foreign exchange fluctuation, Exceptional items and Tax (EBDTA) (219.90) (34.15)
Depreciation 83.04 83.20
Profit before Foreign exchange fluctuation, Exceptional items and Tax (EBTA) (302.94) (117.35)
Foreign exchange fluctuation (3.53) (0.15)
Profit / (Loss) before Exceptional items and Tax (306.47) (117.50)
Exceptional Items:
- Others (115.19) (7.36)
Profit / (Loss) before Tax (421.66) (124.86)
Tax (Credit) / Charge (150.60) (42.17)
Profit / (Loss) after Tax from continuing operations (271.06) (82.69)
Other comprehensive income/(expense) (net of tax) 0.73 0.67
Total comprehensive income / (expense) after tax (270.33) (82.02)
Profit brought forward from previous year 23.13 105.15
Profits/(Loss) available for Appropriation (247.20) 23.13
Surplus/(Deficit) carried to Balance Sheet (247.20) 23.13

2. Operational and Financial Review

During the financial year 2018-19, we achieved revenue from operations of ? 1,694.56 Crore (? 2,313.70 Crore in 2017-18), mainly due to lower production caused by working capital paucity. Our net loss for the year was of ? 270.33 Crore against loss of ? 82.02 Crore in the financial year 2017-18. Our earnings per share stood at ? (17.01) and book value per share at ? 13.54 as on 31st March, 2019.

During the year, the Company continued to focus on cost reduction, efficiency improvement in operations and enhancement of people potential.

In order to address the working capital paucity, non-convertible debentures to the extent of ? 199.99 Crore and equity to the extent of ? 29.93 Crore was raised from Edelweiss group. However, operations were further hit due to uneven fluctuation in crude prices. Subsequently ? 61.92 Crore were raised by issue of 1,72,00,000 number of shares to retail investor on private placement basis in February 2019 and ? 298.80 Crore were raised in April 2019 by issue of 8,30,00,000 number of shares to Indorama Netherland B.V (INBV), a wholly owned subsidiary of Indorama Ventures Public Company Limited (IVL) of Thailand both @ ? 36 per share on private placement basis. Consequent to issue of shares to INBV, the management control of the Company vests with IVL.

The Company has started to ramp up the production and marketing initiatives to turn around the operations.

The demand for man-made fibers is showing signs of improvement and we are hopeful that the demand for polyester will see revival. Polyester demand will be driven by its growing relevance in daily life across home textiles, apparel, automotive, furnishing fabrics, technical textile and non-woven segments.

Moving ahead, with rising demand in the domestic and international markets and operational synergies from IVL, we are hopeful that we will be able to enhance our production capacity utilization with restoring customer base as well as penetrating new markets.

3. Dividend and Reserves

In view of loss suffered by the Company, your Directors regret their inability to recommend dividend for the year under review. No amount is being transferred to the General Reserves. ? 10 Crore has been transfered from General Reserves to Debenture Redemption Reserves.

4. Change in the Nature of Business

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

5. Key Developments

Investment in the equity of the Company by IVL through its subsidiary INBV in April 2019 with management control vesting with them, is a key event and is expected to result in strengthening of the Company's financial position substantially in times to come.

6. Committees of the Board

The Board of Directors has the following Committees:

(a) Audit Committee;

(b) Nomination and Remuneration Committee;

(c) Stakeholders Relationship Committee;

(d) Banking and Finance Committee;

(e) Share Allotment and Transfer Committee;

(f) Corporate Social Responsibility Committee;

(g) Risk Management Committee; and

(h) Open Offer Review 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.

7. Number of Meetings of the Board

During the financial year 2018-19, your Company has convened and held Seven (7) Board Meetings. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

8. Directors' Identification Number (DIN)

The following are the Directors Identification Number (DIN) of your Directors:

Name DIN
Mr. Om Prakash Lohia 00206807
Mr. Vishal Lohia 00206458
Mr. Ashok Kumar Ladha 00089360
Dr. Arvind Pandalai 00352809
Mr. Suman Jyoti Khaitan 00023370
Mrs. Ranjana Agarwal 03340032
*Mr. M. N. Sudhindra Rao 01820347
*Mr. Udey Paul Singh Gill 00004340

* Appointed with effect from 3rd April 2019

9. 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 appointed as Independent Directors at the 28th Annual General Meeting of the Company held on 1st August 2014, Mrs. Ranjana Agarwal was appointed as Woman Independent Director at the 29th Annual General Meeting of the Company held on 30th July 2015 and Dr. Arvind Pandalai was appointed as Independent Director at the 30th Annual General Meeting of the Company held on 30th September 2016. They have submitted a declaration that each of them meets the criteria of Independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Directors during the financial year 2018-19. The Appointment and Tenure of the Independent Directors, including code for Independent Directors are available on the website of the Company, www.indoramaindia.com.

As recommended by the Nomination and Remuneration Committee, Audit Committee and approved by the Board of Directors at their meetings held on 15th May 2019, Mr. Ashok Kumar Ladha and Mr. Suman Jyoti Khaitan has been re-appointed as Independent Directors 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 up to the conclusion of the 38th Annual General Meeting of the Company in the calendar year 2024, subject to the requisite approvals.

Mr. M. N. Sudhindra Rao has been appointed as Additional Director with effect from 3rd April 2019 and Executive Director and Chief Executive Officer with effect from 8th April 2019, subject to the requisite approvals.

Mr. Udey Paul Singh Gill has been appointed as Additional Director with effect from 3rd April 2019, subject to the requisite approvals.

Mr. Vishal Lohia, Whole-time Director of the Company, retires by rotation at the ensuing 33rd Annual General Meeting and being eligible, offers himself for re-appointment.

During the year, Mr. Rajendra Kumar Gupta, appointed as Chief Financial Officer of the Company and Mr. Gupta, resigned from the post of CFO with effect from 17th October 2018 and Mr. Susheel Kumar Mehrotra has been appointed as Chief Financial Officer of the Company with effect from 17th October 2018. Further, Mr. Umesh Kumar Agrawal has been appointed as Chief Commercial and Financial Officer of the Company, with effect from 16th April 2019.

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. Jayantk Sood.

The details of proposal for appointment/re-appointment of Director is mentioned in the Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 of the Notice of the ensuing 33rd Annual General Meeting of the Company scheduled to be held on Friday, 26th July 2019.

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.

10. Policy on Directors' Appointment and Remuneration

The Board has, on the recommendation of the Nomination and Remuneration Committee, laid down a Nomination and Remuneration Policy for selection and appointment of the Directors, Key Managerial Personnel and their remuneration. The Committee comprises of four members, viz; Mr. Ashok Kumar Ladha as Chairman, Mr. Suman Jyoti Khaitan, Dr. Arvind Pandalai and Mrs. Ranjana Agarwal as Members. The Committee reviews and recommend to the Board for remuneration of the Directors and Key Managerial Personnel. The details of terms of reference of Nomination and Remuneration Committee, number and dates of meetings held, attendance of the directors and remunerations paid to them and the brief outline of the Remuneration Policy of the Company are given separately in the attached Corporate Governance Report.

The Company does not pay any remuneration to the Non-Executive/Independent Directors of the Company other than sitting fee for attending the meetings of the Board and Committees of the Board. The Executive Director(s) do not take any sitting fee for attending such meetings. The Remuneration to the Executive Directors including Chairman and Managing Director and Whole-time Director is governed by the recommendation of Nomination and Remuneration Committee, Resolutions passed by Board of Directors and shareholders of the Company at the General Meetings and such other approvals pursuant to the provisions of the Companies Act, 2013. The Company has displayed the Nomination and Remuneration Policy on its website, www.indoramaindia.com.

11. Declaration by Independent Directors

Necessary declarations have been obtained from all the Independent Directors, meeting the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

12. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations, 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.

13. 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 28th March 2019. 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

• 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.

14. Familiarization program for independent directors

The familiarization 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.

15. Secretarial Standards

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

16. Directors' Responsibility Statement

Your Directors state that:

(a) in the preparation of Annual Accounts, for the year ended 31st March, 2019, the applicable Accounting Standards read with requirements set out under Schedule-III to the Act have been followed and there are no material departures from the same;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as on 31st March, 2019 and the Profit and Loss of the Company for that year;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems 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 financial year 2018-19.

17. Particulars of Employees and Related Disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report, which forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in the Annual Report, which forms part of this Report.

In terms of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

18. Policy on Prevention of Sexual Harassment

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".

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.

19. Audit Committee

The Audit Committee of the Board of Directors of the Company consisting of five members, Mr. Ashok Kumar Ladha as Chairman and Mr. Vishal Lohia, Mr. Suman Jyoti Khaitan, Dr. Arvind Pandalai and Mrs. Ranjana Agarwal as Members. The Company Secretary is the Secretary of the Committee. The Managing Director, Chief Financial Officer, Plant Head and Auditors are permanent invitees to the Committee Meetings. 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.

20. Vigil Mechanism / Whistle Blower

Your Company has a Vigil Mechanism/Whistle Blower Policy, pursuant to the provisions of the Companies Act, 2013, for the Directors and Employees to report their genuine concerns or grievances. The Chairman of the Audit Committee, Mr. Ashok Kumar Ladha, will oversee the Vigil Mechanism and to ensure that adequate safeguards are provided to persons against victimization and protected disclosures can also be reported orally by leaving voice mail on toll free number, i.e., 18001035679. The details of the Vigil Mechanism Policy is explained in the Corporate Governance Report and also posted on the website of the Company, www.indoramaindia.com.

21. Increase in the Authorised Share Capital of the Company

During the year, your Company has increased the Authorised Share Capital from existing ? 235,10,00,000/- (Rupees Two Hundred Thirty Five Crore and Ten Lakh only) divided into 23,51,00,000 (Twenty Three Crore Fifty One Lakh) equity share of ? 10/- (Rupees Ten only) each to ? 275,00,00,000/- (Rupees Two Hundred Seventy Five Crore only) divided into 27,50,00,000 (Twenty Seven Crore Fifty Lakh) equity shares of ? 10/- (Rupees Ten only) each by creation of additional 3,99,00,000 (Three Crore Ninety Nine Lakh) equity shares of ? 10/- each ranking pari-passu in all respect with the existing equity shares of the Company.

22. Allotment of Non-Convertible Debentures (NCDs)

During the year, your Company has allotted 19,999 Secured Rated Redeemable Non-Convertible Debentures (NCDs) of the face value ? 1,00,000/- (Rupees One Lakh only) each, at par aggregating to ? 199.99 Crore, under F Group-DEBT Instruments (ISIN-INE156A07027), to various allottees.

In terms of Regulation 57(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, your Company has made partial redemption of principle amount of ? 137 Crore to the holders of NCDs. Accordingly, the Face Value of NCDs stands reduced to ? 31,496.57 per debenture in place of ? 1,00,000/- per debenture, with effect from 3rd May 2019.

23. Allotment of 90,90,909 equity shares by way of Preferential Issue on Private placement basis to the Non-Promoter Group

During the year, your Company has allotted 90,90,909 equity shares of ? 10/- each by way of Preferential Issue on private placement basis and the said equity shares were listed on the Stock Exchanges on which the existing equity shares of the Company are listed and said equity shares shall rank pari-passu with the existing equity shares of the Company in all respect, as per the details given below:

24. Allotment of 10,02,00,000 equity shares by way of Preferential Issue on Private placement basis to the Promoter Group and Non-Promoter Group

During the year, your Company has allotted 1,72,00,000 equity shares in the name of Siam Stock Holdings Limited on 22nd February 2019 at a price of ? 10/- each and at a premium of ? 26/- each by way of Preferential Issue on private placement basis and the said shares were listed on the Stock Exchanges on which the existing equity shares of the Company are listed and said equity shares shall rank pari-passu with the existing equity shares of the Company in all respect.

The Company has further allotted 8,30,00,000 equity shares in the name of Indorama Netherlands B.V., a wholly owned Subsidiary of Indorama Ventures Public Limited Company (IVL) on 3rd April 2019 at a price of ? 10/- each and at a premium of ? 26/- each by way of Preferential Issue on private placement basis and the said shares are under process for listing on the Stock Exchanges on which the existing equity shares of the Company are listed and said equity shares shall rank pari-passu with the existing equity shares of the Company in all respect.

25. Credit Rating

In view of financial stress on account of working capital, during the year, the Company, could not honour some of its financial commitments. Therefore, the credit rating ascribed by CARE Rating Limited, continued to be CARE D (Single D). Post infusion of fresh equity in later part of the year and consequent regularization of all over dues with lenders followed by ramping up of operations the Company is in process of getting revised credit rating.

26. Subsidiary, Joint Venture and Associate Company

The Company has no any Subsidiary, Joint Venture or Associate Companies within the meaning of Section 2(6) of the Companies Act, 2013.

27. Related Party Transactions

Your Company has formulated a policy on related party transactions which is also available on Company's website, www.indoramaindia.com. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. The omnibus approval is required to be obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm's length basis. All related party transactions entered during the financial year were in ordinary course of the business and on arm's length basis.

Sl. No. Name of the Allottees Price of Equity Shares Date of Allotment No. of Equity Shares allotted
01 EC Special Situations Fund ? 33.98 04-Aug-18 31,81,818
02 Edelweiss India Special Situations Fund-II ? 33.98 04-Aug-18 43,09,091
03 EISAF II Onshore Fund ? 27.97 03-Oct-18 16,00,000
Total 90,90,909

The details of contracts/arrangement with the related parties are appearing under Note No. 39 in the Financial Statements and form part of this Board's Report. The particulars of contracts or arrangements with related parties prepared under Section 188(1) of Companies Act, 2013 read with Rule 8 (2) of Companies (Accounts) Rule, 2014 is annexed with this Report in Form AOC-2, as Annexure - 1.

All the Related Party Transactions were placed before the Audit Committee and Board of Directors for approvals.

28. Statutory Auditors

Pursuant to the Section 139 of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the provisions of the Companies Act, 2013. In lines with the requirements of the Companies Act, 2013, M/s Walker Chandiok & Co LLP (FRN 00/076N/N 500013) was appointed 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, till 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.

During the year, the Statutory Auditors have confirmed that they satisfy the independent criteria required under the Companies Act, 2013, Code of ethics issued by the Institute of Chartered Accountants of India.

29. Cost Auditors

Pursuant to section 148 of the Companies (Cost Records and Audits) Rules, 2014, as amended, your Company is required to maintain cost records and get the same audited in respect of its Polyester Operations every year until further notice and as per on the recommendation of the Audit Committee, the Board of Directors appointed R. Krishnan, Cost Accountants, (Membership No.7799), to carry out the audit of cost records maintained by the Company for the financial year 2018-19.

The Company has received consent from R. Krishnan, Cost Accountants, for re-appointment as Cost Auditors for the financial year 2019-20 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 33rd Annual General Meeting of your Company.

30. Secretarial Auditor

The Board has appointed M/s Sanjay Grover and Associates, Company Secretaries, (Firm Registration Number P2001DE052900), to conduct the Secretarial Audit for the financial year 2019-20.

The Secretarial Audit report, for the financial year ended 31st March 2019 is annexed herewith and marked as Annexure - 2 to this Board's Report.

The Secretarial Auditors of the Company have given a qualified report for the financial year 2018-19. The Management's Reply to the observations is submitted as under:

Auditor's Comment Management's Reply
Investor complaints status for Debt Securities for the quarter ended 30th September, 2018 was filed with Stock Exchanges on 24th October, 2018 which was required to be given within twenty one days from the end of each quarter as required under Regulation 13(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There is a delay for three days due to oversight.
One Chief Financial Officer was appointed w.e.f. 28th May, 2018, in the Board Meeting held on 28th May, 2018, however, Form MGT- 14 has not filed for the same as required under Section 179(3)(k) of the Companies Act, 2013 r/w Rule 8 of Companies (Board meeting and its powers) Rules, 2014. The Company will take suitable action, in this regard.
The Company has not filed Form IEPF-6 for the amounts due to be transferred to the Investor Education and Protection Fund during the financial year 2018-19 which was required to be filed pursuant to rule 8 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2015. The Company will take suitable action, in this regard.

31. 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 are set out in the Annexure - 3 forming part of this Board's Report.

32. Public Deposits

During the Financial Year 2018-19, the Company has not accepted and deposit from the public and as such, there are no outstanding deposits in term of the Companies (Acceptance of Deposits) Rules, 2014.

33. Significant and Material Orders passed by the Regulators

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

34. Internal Control Systems and their Adequacy

The 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 organization by qualified outside Internal Auditors. 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.

35. Particulars of Loans, Guarantees or Investments

There is no Loans, Guarantees and Investments made by the Company during the financial year 2018-19.

36. 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 institutionalized the process for identifying, minimizing 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.

37. 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 organization 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 and Dr. Arvind Pandalai, 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 financial years being negative, your Company 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.

38. 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 financial year 2019-20 have been paid.

39. Corporate Governance

Your Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India. Your Company has also implemented several best corporate governance practices. The Report on Corporate Governance as stipulated under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms integral part of this Annual Report.

The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Regulation is attached to the Report on Corporate Governance.

40. 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.

41. 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 28th July 2018 (date of last Annual General Meeting) on the Company's website, 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 2,45,907 (Two Lakh Forty Five Thousand Nine Hundred and Seven) Equity Shares of ? 10/- each of the Company held by various Investors, physical as well as dematerialized form, whose dividend amount is unclaimed/unpaid for seven years to Suspense Account of the Investor Education and Protection Fund (IEPF) Authority during the FY 2018-19 and the details uploaded on the Company's website, www.indoramaindia.com

42. Industrial Relations / Human Resources

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

43. Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed as Annexure - 4 to this report.

44. 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
Place: Gurugram Chairman & Managing Director
Date: 15th May 2019 (DIN 00206807)

   

   
Adani Ports & Special Economic Zone Ltd     331.80   Up   5.15 (1.58%)   Asian Paints Ltd     1,643.60   Up   24.15 (1.49%)   Axis Bank Ltd     390.95   Up   3.95 (1.02%)   Bajaj Auto Ltd     2,600.00   Up   19.45 (0.75%)   Bajaj Finance Ltd     1,947.70   Up   11.25 (0.58%)   Bajaj Finserv Ltd     4,285.95   Up   27.90 (0.66%)   Bharat Petroleum Corporation Ltd     326.45   Down   -3.00 (-0.91%)   Bharti Airtel Ltd     562.75   Down   -0.35 (-0.06%)   Bharti Infratel Ltd     223.85   Up   7.15 (3.30%)   Britannia Industries Ltd     3,323.25   Up   102.95 (3.20%)   Cipla Ltd     628.35   Down   -4.70 (-0.74%)   Coal India Ltd     133.90   Up   3.10 (2.37%)   Dr Reddys Laboratories Ltd     3,887.75   Up   4.75 (0.12%)   Eicher Motors Ltd     16,236.50   Up   1,269.55 (8.48%)   GAIL (India) Ltd     89.10   Up   0.50 (0.56%)   Grasim Industries Ltd     576.50   Up   9.85 (1.74%)   HCL Technologies Ltd     542.65   Up   11.70 (2.20%)   HDFC Bank Ltd     945.25   Up   41.60 (4.60%)   Hero Honda Motors Ltd     2,298.10   Up   122.45 (5.63%)   Hindalco Industries Ltd     138.40   Up   5.10 (3.83%)   Hindustan Unilever Ltd     2,009.95   Up   11.85 (0.59%)   Housing Development Finance Corporation Ltd     1,623.70   Up   53.30 (3.39%)   ICICI Bank Ltd     326.85   Up   8.00 (2.51%)   Indian Oil Corporation Ltd     77.70   Up   0.15 (0.19%)   IndusInd Bank Ltd     386.85   Up   17.90 (4.85%)   Infosys Technologies Ltd     707.40   Up   1.95 (0.28%)   ITC Ltd     190.65   Down   -1.50 (-0.78%)   JSW Steel Ltd     184.15   Down   -0.65 (-0.35%)   Kotak Mahindra Bank Ltd     1,229.45   Up   11.90 (0.98%)   Larsen & Toubro Ltd     905.50   Up   54.65 (6.42%)   Mahindra & Mahindra Ltd     440.40   Up   7.90 (1.83%)   Maruti Suzuki India Ltd     5,468.35   Up   223.95 (4.27%)   Nestle India Ltd     16,989.15   Up   272.65 (1.63%)   NIFTY (S&P CNX)     9,490.10   Up   175.15 (1.88%)   NTPC Ltd     95.70   Up   1.00 (1.06%)   Oil & Natural Gas Corpn Ltd     78.85   Up   0.90 (1.15%)   Power Grid Corporation of India Ltd     157.25   Up   0.10 (0.06%)   Reliance Industries Ltd     1,472.25   Up   26.70 (1.85%)   Shree Cement Ltd     20,808.90   Up   331.35 (1.62%)   State Bank of India     158.20   Down   -0.40 (-0.25%)   Sun Pharmaceuticals Industries Ltd     459.10   Up   8.20 (1.82%)   Tata Consultancy Services Ltd     2,004.30   Down   -1.00 (-0.05%)   Tata Motors Ltd     87.00   Up   2.45 (2.90%)   Tata Steel Ltd     295.50   Up   7.55 (2.62%)   Tech Mahindra Ltd     529.70   Up   5.95 (1.14%)   Titan Company Ltd     899.45   Up   13.60 (1.54%)   UltraTech Cement Ltd     3,809.20   Up   81.80 (2.19%)   UPL Ltd     391.10   Up   3.30 (0.85%)   Vedanta Ltd     89.95   Up   2.05 (2.33%)   Wipro Ltd     199.35   Down   -1.90 (-0.94%)   Zee Entertainment Enterprises Ltd     180.70   Up   16.25 (9.88%)      NSE Data  -  www.nseindia.com (5 minutes delayed) syndicated by www.cmots.com

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