To
The Members,
Your Directors hereby present the Thirty-seventh Annual Report on the
business and operations of the Company along with the audited financial statements for the
year ended March 31, 2023.
1. Financial Highlights
The financial performance of the Company for the year ended March 31,
2023, is summarised below:
|
Standalone |
Consolidated |
Particulars |
Year Ended March 31, 2023 |
March 31, 2022 |
Year Ended March 31, 2023 |
March 31, 2022 |
Total Income |
3,930.79 |
3,907.42 |
4,109.33 |
4,044.41 |
Profit before Financial Costs, Depreciation, Foreign exchange
fluctuation, Exceptional items, and Tax (EBIDTA) |
73.00 |
308.69 |
69.93 |
310.26 |
Finance Costs |
58.71 |
61.88 |
59.58 |
61.89 |
Profit before Depreciation, Foreign exchange fluctuation, |
14.29 |
246.81 |
10.35 |
248.37 |
Exceptional items, and Tax (EBDTA) |
|
|
|
|
Depreciation |
31.11 |
31.07 |
31.34 |
31.26 |
Foreign exchange fluctuation loss/(gain) |
2.45 |
(2.37) |
3.73 |
(2.33) |
Profit before Exceptional Items and Tax |
(19.27) |
218.11 |
(24.72) |
219.44 |
Exceptional Items |
- |
- |
- |
- |
Profit before Tax |
(19.27) |
218.11 |
(24.72) |
219.44 |
Tax Credit |
- |
(50.08) |
(0.16) |
(49.62) |
Profit after Tax from continuing operations |
(19.27) |
268.19 |
(24.56) |
269.06 |
Other comprehensive expense |
(2.99) |
(2.10) |
(2.99) |
(2.10) |
Total comprehensive income after tax |
(22.26) |
266.09 |
(27.55) |
266.96 |
Profit/ (Loss) brought forward from the previous year |
(188.03) |
(454.12) |
(187.00) |
(453.96) |
Profits/(Loss) available for Appropriation |
(210.29) |
(188.03) |
(214.55) |
(187.00) |
Surplus/(Deficit) carried to Balance Sheet |
(210.29) |
(188.03) |
(214.55) |
(187.00) |
2. Operational results and the state of the Company's
affairs
On a Standalone basis, during the financial year 2022-23, your
Company has achieved revenue from operations of 3,906.37 Crores as
against 3,901.13 Crores in the financial year 2021-22, i.e., an improvement of 0.13%. The
Net Loss for the financial year 2022-23 is 19.27 Crores as against Net Profit of 268.19
Crores in the financial year 2021-22. Your Company has achieved EBIDTA of 73.00 Crores in
the financial year 2022-23 as against 308.69 Crores in the previous year, majority
impacted by sluggish market conditions and geopolitical adversities. Your Company's
Loss before Tax for the financial year 2022-23 is 19.27 Crores as against a Profit before
Tax of 218.11 Crores in the financial year 2021-22.
On a consolidated basis, during the financial year 2022-23, your
Company achieved revenue from operations of 4,084.91 Crores and Loss before Tax of 24.72
Crores as against revenue from operations of 4,038.08 Crores and Profit before Tax of
219.44 Crores in the previous year. The Net Loss for the financial year 2022-23 is 24.56
Crores as against Net Profit of 269.06 Crores in the financial year 2021-22.
Your Company continued to focus on widening its product basket by
strengthening its full dull Filament Product to expand market reach, cost optimisation,
and elevating people's potential to create a more robust business model. Your Company
successfully restarted its Continuous Process
Line 1 after debottlenecking to a capacity of 300 TPD after a duration
of almost seven years and commenced production of Low IV Polyester Chips, with effect from
February 10, 2023.
3. Dividend
Due to ongoing growth projects under implementation and profit for the
year is negative, your directors did not recommend any dividend for the year under review.
4. Dividend Distribution Policy
This Policy had been adopted in terms of Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI
Listing Regulations"). The Policy, inter-alia, lays down various
parameters relating to declaration/recommendation of dividend. There has been no change in
the Policy, during the financial year 2022-23.
The Dividend Distribution Policy is available on the website of the
Company at http://www.indoramaindia.com/pdf/Policy-on-Dividend-Distribution.pdf.
5. Transfer to Reserve
There is no amount proposed to be transferred to reserves.
6. Change in the Nature of Business
Your directors are pleased to inform that with effect from
February 10, 2023, Commercial Production for Low IV
Polyester Chips, has started. Since then, the Company is in regular
production of the same.
Apart from the above, all other business operations of the Company
remained the same.
7. Future Growth Plans of the Company
Expansion Plan of the Company to the tune of 600 Crores as approved by
the Board last year is about to be completed by September 2023. Bottle Grade Pet Resin
manufacturing in its Wholly Owned Subsidiary (WOS), Indorama Yarns Private Limited, will
start its commercial production in the latter half of May 2023 and addition of balancing
equipment's for value addition, i.e., DTY in its WOS, Indorama Ventures Yarns Private
Limited, will start its commercial production in phases and likely to be completed by
September 2023. With completion of debottlenecking activities in phases by September 2023,
the installed production capacity of the Plant will improve to
7.00 Lakh tons from existing 6.10 Lakh tons.
8. Changes in Share Capital
During the year under review, there was no change in the paid-up share
capital of the Company. As on March 31, 2023, none of the Directors of the Company holds
shares, except Mr. Om Prakash Lohia and Mr. Vishal Lohia.
9. Committees of the Board
The Board has the following Committees: i) Audit Committee; ii)
Nomination and Remuneration Committee; iii) Stakeholders Relationship Committee; iv) Risk
Management Committee; v) Corporate Social Responsibility Committee; vi) Share Allotment
and Transfer Committee; vii) Banking and Finance Committee; and viii) Business
Responsibility and Sustainability 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.
10. Meeting of the Board of Directors
During the financial year 2022-23, your Company convened and held 5
(five) Board Meetings. The details of the Board
Meeting with regard to the 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 prescribed under the Companies Act,
2013 and SEBI Listing Regulations.
11. Directors and Key Managerial Personnel
Your Board of Directors comprises of mix of Executive and Non-Executive
Directors with rich experience and expertise across a range of fields such as corporate
finance, strategic management, accounts, legal, marketing, brand building, social
initiative, general management and strategy. Except, Chairman and Managing Director and
Independent Directors, all other Directors are liable to retire by rotation as per the
provisions of the Companies Act, 2013.
In accordance with the Companies Act, 2013 and Articles of Association
of the Company, Mr. Dilip Kumar Agarwal,
(DIN 03487162), the Non-Executive Non-Independent
Director of the Company, is retiring by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re-appointment. Further, the Board
of Directors in their meeting held on May
16, 2023, based on the recommendation of Nomination and
Remuneration Committee of the Company, subject to the approval of the
shareholders, re-appointed the following:
(a) Mr. Om Prakash Lohia, (DIN 00206807), as Chairman and
Managing Director of the Company, for a further period of three years,
with effect from December 26, 2023 to December 25, 2026.
(b) Mr. Hemant Balkrishna Bal, (DIN 08818797), as Whole-time Director
and designated him as KMP of the Company, with effect from October 30, 2023 to March 31,
2025.
Details of the Directors proposed to be re-appointed at the ensuing
Annual General Meeting, as required by Regulation 36(3) of the SEBI Listing Regulations
and
SS-2 (Secretarial Standards on General Meetings) are provided at the
end of the Notice convening the 37th
Annual General Meeting.
Resolutions seeking shareholders' approval for their
re-appointment along with other required details forms an integral part of the Notice. The
Board recommends their re-appointment.
Pursuant to the provisions of Section 203 of the
Companies Act, 2013, the Key Managerial Personnel of the Company
("KMP") as on March 31, 2023, are, Mr. Hemant Balkrishna Bal, Mr. M. N.
Sudhindra Rao, Mr. Umesh Kumar Agrawal, and Mr. Pawan Kumar Thakur.
During the year, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fee to attend
the meetings of the Board and its Committees.
There was no change in the composition of the Board of Directors and
Key Managerial Personnel during the year under review.
12. Declaration by Independent Director of the Company
For the financial year 2022-23, 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 SEBI Listing Regulations and affirmed compliance with Code of Ethics and
Business Principles as required under Regulation 26(3) of SEBI Listing Regulations, as
amended.
The Independent Directors of the Company have registered themselves
with the Indian Institute of Corporate Affairs, Manesar ("IICA") as required
under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014. The
Independent Directors of the Company have served for more than three
years on board of listed entities and hence shall not be required to pass the online
proficiency self-assessment test as per the proviso to Rule 6(4) of Companies (Appointment
and Qualification of Directors) Rules, 2014.
The appointment and tenure of the Independent Directors, including the
code for Independent Directors are available on the Company's website,
http://www.indoramaindia.com/pdf/ policies/Code-for-Independent-Directors-REVISED.pdf.
13. Nomination and Remuneration Policy
On the recommendation of the Nomination and Remuneration Committee, the
Board has adopted a Policy for the selection and appointment of Directors, Senior
Management Personnel, and remuneration including criteria for determining qualifications,
positive attributes, Independence of Directors, and other matters pursuant to Section
178(3) of the Companies Act, 2013.
The Policy is available on the Company's website, https://www.
indoramaindia.com/pdf/Nomination-Remuneration-Policy.pdf.
14. Board Evaluation
Your Company has devised a formal process for annual evaluation of the
performance of the Board, its committees, and Individual Directors ("Performance
Evaluation") which include criteria for performance evaluation of Non-Executive
Directors and Executive Directors as laid down by the Nomination and Remuneration
Committee and the Board. It covers the areas relevant to the functioning of Independent
Directors or other directors, members of the Board, or its committees. The Independent
Directors carried out annual performance evaluation of the Chairman and Managing Director
and Whole-time Directors. The Board carried out an annual performance evaluation of its
own performance. The performance of each Committee was evaluated by the Board, based on
the report on evaluation received from respective Committees. A Consolidated Report was
shared with the Chairman of the Board for his review and giving feedback to each Director.
15. Separate Meeting of Independent Directors
In terms of the requirements under Schedule IV of the
Companies Act, 2013 and Regulation 25(3) of SEBI Listing
Regulations, a separate meeting of the Independent Directors was held
on February 10, 2023. The Independent Directors at the meeting, inter-alia, reviewed the
following:
Performance of Non-Independent Directors and the Board as a
whole;
Performance of the Chairperson of the Company, taking into
account the views of Whole-time Director/Executive Directors and Non-Executive Directors;
and
Assessed the quality, quantity, and timeliness of the flow of
information between the Company management and the Board that is necessary for the Board
to effectively and reasonably perform its duties.
16. Familiarisation Program for Independent Directors
The details of the familiarisation programme undertaken during the year
have been provided in the Corporate Governance Report along with a weblink thereof.
17. 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.
18. Directors' Responsibility Statement
As required under Section 134(5) of the Companies Act, 2013, your
Directors state: (i) that in the preparation of the Annual Accounts for the year ended
March 31, 2023, the applicable accounting standards have been followed and there are no
material departures; (ii) 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 the year and of the loss of
the Company for that period; (iii) 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;
(iv) that the Annual Accounts for the year ended March 31,
2023, have been prepared on a going concern basis.
(v) that the internal financial controls laid down by the Board and
being followed by the Company are adequate and were operating effectively.
(vi) 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 are adequate and effective
during the financial year 2022-23.
19. 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 and forms an integral part of this Report.
20. Related Party Transactions
Your Company has adopted a Related Party Transactions Policy. The Audit
Committee reviews this Policy from time to time and also reviews and approves all related
party transactions, to ensure that the same are in line with the provisions of applicable
law and the Related Party Transactions Policy. The
Policy was amended by the Board of Directors on February 10,
2022, to incorporate the new requirements introduced under the SEBI
Listing Regulations.
The Audit Committee approves related party transactions and wherever it
is not possible to estimate the value, approves limit for the financial year, based on
best estimates. All related party transactions entered into during the year were in the
ordinary course of the business and on an arm's length basis. All Related Party
Transactions are placed before the Audit Committee for approval. The particulars of
material-related party transactions, if any, are 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 and forms an integral part of this Report.
There are no materially significant related party transactions made by
the Company which may have potential conflict with the interest of the Company during the
year of your Company. Further, suitable disclosures as required under the Accounting
Standards have been made to the notes of the Financial Statements.
The Board has approved the Policy on Materiality of Related Party
Transactions, which has been uploaded on the Company's website,
https://www.indoramaindia.com/pdf/policies/Policy-on-Materiality-of-Related-Party-Transaction.pdf.
21. Particulars of Employees and Related Disclosures
The 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 are annexed and forms
an integral part of this Report.
Particulars of the employee as required under Section 197(12) of the
Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial
Personnel) Rules, 2014, as amended, forms an integral part of this
Report. However, in pursuance of Section 136(1) of the Companies Act, 2013, this report is
being sent to the shareholders of the Company excluding the said remuneration.
A statement showing the names and other particulars of the employees
drawing remuneration over the limits set out in the said Rules forms an integral part of
this Report. The said information is available for inspection at the registered office of
the Company during working hours up to the date of the Annual General Meeting. Any member
interested in obtaining such information may write to the Company Secretary and the same
will be furnished on request.
22. Corporate Social Responsibility (CSR) Committee
Your Company aims to remain committed to society through 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 Directors, viz; Mr. Om Prakash
Lohia (DIN 00206807) as the Chairman, Mr. Vishal Lohia (DIN 00206458),
Mr. Hemant Balkrishna Bal (DIN 08818797), Mr. Dilip Kumar Agarwal (DIN 03487162), and Mrs.
Ranjana Agarwal (DIN 03340032) 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.
At Indo Rama Synthetics (India) Limited (IRSL), we belief that we have
a responsibility to bring enduring positive value to communities we work with. In line
with vision, IRSL now focusses on key flagship CSR Program, i.e., promoting education
around areas of operations and presence. The CSR Committee met three times during the year
to review the Corporate Social Responsibility Policy and other matters related to CSR
activities. Further, a detailed report as required is annexed and forms an integral part
of this Report. The detailed CSR Policy of the Company is also available on the
Company's website, https://www.indoramaindia.com/pdf/Revised-IRSL_CSR-Policy.pdf.
23. Business Responsibility and Sustainability Report
In compliance with Regulation 34 of the SEBI Listing Regulations, the
Business Responsibility and Sustainability Report, detailing various initiatives taken by
the Company on Environmental, Social, and Governance fronts is annexed and forms an
integral part of this Report. The Board has adopted Business Responsibility and
Sustainability Reporting Policy. The said policy has been disclosed on the Company's
website, https://www.indoramaindia.com/pdf/ BRSR-Policy.pdf.
24. Information under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
Your Company firmly believes in providing a safe, supportive and
friendly workplace environment - a workplace where our values come to life through the
supporting behaviors. Positive workplace environment and a great employee experience are
integral part of our culture. Your Company believes in providing and ensuring a workplace
free from discrimination and harassment based on gender. Your Company educates its
employees as to what may constitute sexual harassment and in the event of any occurrence
of an incident constituting sexual harassment. Your Company has created the framework for
individuals to seek recourse and redressal to instances of sexual harassment.
Your 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. Your 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 contained under "The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013". The said
Policy of the Company is available on the Company's website,
https://www.indoramaindia.com/pdf/POSH-IRSL.pdf.
25. Audit Committee
The Audit Committee of the Board consists of Mr. Dhanendra
Kumar (DIN 05019411) as Chairman, Mr. Vishal Lohia (DIN 00206458), Mr.
Hemant Balkrishna Bal (DIN 08818797), Mr. Suman Jyoti Khaitan (DIN 00023370), Mrs. Ranjana
Agarwal (DIN 03340032), and Mr. Dharmpal Agarwal (DIN 00084105) as its other Members. The
Company Secretary is the Secretary of the Committee. The details of terms of reference of
the Audit Committee, number and dates of meetings held in 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.
26. Vigil Mechanism / Whistle Blower Policy
In compliance with the provisions of Section 177(9) of the Companies
Act, 2013 and SEBI Listing Regulations, the
Company has framed a Whistle Blower Policy/Vigil Mechanism for
Directors, Employees, and Stakeholders for reporting genuine concerns about any instance
of any irregularity, unethical practice and/or misconduct. Besides, as per the requirement
of Clause 6 of Regulation 9A of SEBI (Prohibition of
Insider Trading) Regulations, as amended by SEBI (Prohibition of
Insider Trading) (Amendment) Regulations, 2018, the
Company ensures to make employees aware of such Whistle Blower Policy
to report instances of leak of unpublished price sensitive information. The Vigil
Mechanism provides adequate safeguards against victimisation of Directors or Employees or
any other person who avails of the mechanism and also provides direct access to the
Chairperson of the Audit Committee. The details of the Vigil Mechanism/ Whistle Blower
Policy are also posted on the Company's website, http://www.indoramaindia.
com/pdf/policies/Whistle-Blower-Policy-REVISED.pdf.
27. Credit Rating
During the year, India Rating and Research (IND-RA) has assigned your
Company, a Long-Term Issuer Rating "IND A-". The outlook is stable. The
instrument wise rating action are as under:
Instrument Type |
Amount (Billion) |
Rating/outlook |
Rating action |
Term Loans |
2.23 (Reduced from 4.46) |
"IND A-"/ Stable |
Assigned |
Working Capital Facilities |
11.06 (Increased from 9) |
IND A-/Stable/ IND A2+ |
Assigned |
28. Subsidiaries /Joint Ventures/Associates Companies
During the year under review, two new WOS were incorporated, i.e.,
(i) Indorama Sustainable Polyester Yarns Private Limited, to carry out
business to manufacture Partially Oriented Yarns from Flakes Chips and also to explore
manufacturing operation relating to Partially Oriented Yarns and Fully Drawn Yarn through
its Polymerisation line; and
(ii) Indorama Sustainable Polymers (India) Private Limited, to carry
out business to explore business operation of converting flakes into chips.
Presently, your Company has four (4) WOS, viz.;
(i) Indorama Yarns Private Limited, incorporated on August 16, 2019;
(ii) Indorama Ventures Yarns Private Limited, incorporated on July 5,
2021;
(iii) Indorama Sustainable Polyester Yarns Private Limited,
incorporated on December 17, 2022; and
(iv) Indorama Sustainable Polymers (India) Private Limited,
incorporated on December 17, 2022.
There are no Associate Companies or Joint Venture Companies within the
meaning of Section 2(6) of the Companies Act, 2013. As of March 31, 2023, the
Company did not have any material subsidiary.
Pursuant to provisions of Section 129(3) of the Companies Act, 2013
read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient
features of the Financial Statements of the Company's Subsidiary, in
Form AOC-1 is attached to the Financial Statements of the Company.
29. Consolidated Financial Statements
Your Company has prepared a Consolidated Financial Statement of the
Company and its Subsidiaries, viz; Indorama Yarns Private Limited and Indorama Ventures
Yarns Private Limited, duly audited by M/s Walker Chandiok & Co LLP, Chartered
Accountants, (Firm Registration No. 001076N/ N500013), the Statutory Auditors and Indorama
Sustainable
Polyester Yarns Private Limited and Indorama Sustainable
Polymers (India) Private Limited, duly audited by M/s PGSJ & Co.,
Chartered Accountants, (Firm Registration No. 032387N), the Statutory Auditors, in the
form and manner as that of its own, in compliance with applicable Accounting Standards and
the SEBI Listing Regulations, as amended. The Consolidated Financial Statements for the
year ended March 31, 2023, forms an integral part of this Report and Financial Statements.
The same shall be laid before the Members of the Company at the ensuing Annual General
Meeting while laying its Financial Statements under subsection (2) of the said section.
Further, pursuant to provisions of Section 136 of the Companies Act,
2013, the Financial Statements of the Company, Consolidated Financial Statements along
with the relevant documents and separate Audited Accounts in respect of Subsidiary are
available on the Company's website, https://www.indoramaindia.com/subsidiary.php.
Shareholders desirous of obtaining the Financial Statements of the Company's
Subsidiary may obtain the same upon request by email to the Company, i.e.,
corp@indorama-ind.com.
Your Company does not have any material subsidiary in the immediately
preceding accounting year. However, as per
Regulation 16 of the SEBI Listing Regulations, the Company has adopted
the Policy for determining a "material subsidiary", which states that a material
subsidiary means a subsidiary, whose income or net worth exceeds 10% of the consolidated
income or net worth, respectively, of the Company and its subsidiaries in the immediately
preceding accounting year.
A policy on "material subsidiaries" was formulated by the
Audit Committee of the Board and the same is also posted on the Company's website,
http://www.indoramaindia.com/pdf/
policies/Policy-for-Determining-Material-Subsidiary-REVISED. pdf.
30. Statutory Auditor and Auditors' Report
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the Rules made thereunder, your Company at its 32nd Annual General Meeting appointed,
M/s Walker Chandiok & Co LLP, Chartered Accountants, (FRN 001076N/N500013), as
Statutory Auditors of the Company for an initial term of five consecutive years, i.e.,
from the conclusion of the 32nd
Annual General Meeting of the Company held on July 28, 2018, until the
conclusion of 37th Annual General Meeting of the
Company to be held in the year 2023.
Accordingly, the existing Statutory Auditors are due for retirement at
the ensuing 37th Annual General Meeting.
Subject to the approval of the members of the Company, the Audit
Committee and the Board of Directors during their respective meetings held on May 16,
2023, have considered and recommended the re-appointment of M/s Walker
Chandiok & Co LLP, Chartered Accountants, (FRN 001076N/ N500013) as
the Statutory Auditors of the Company, for the second term, to hold office from the
conclusion of the 37th Annual General Meeting until the conclusion of the 42nd Annual
General Meeting of the Company, to be held in year 2028. M/s Walker Chandiok & Co LLP
have given their consent for the proposed re-appointment as Statutory Auditors of the
Company, from the conclusion of the ensuing 37th Annual General Meeting of the members of
the Company.
The Statutory Auditors have confirmed they are not disqualified from
continuing as Auditors of the Company. The report given by M/s Walker Chandiok & Co
LLP, on the financial statements of the Company, for the financial year 2022-23, forms an
integral part of the Annual Report. The notes on financial statements referred to in the
Auditors Report are self-explanatory and do not call for further comments. The
observations of the Auditors are explained wherever necessary in the appropriate Notes on
Accounts. The Auditors' Report does not contain any qualifications, reservations, or
adverse remarks. During the year under review, the Auditors had not reported any matter
under Section 143(12) of the Companies Act, 2013, therefore no details are required to be
disclosed under Section134(3)(ca) of the Companies Act, 2013.
31. Cost Auditor
In compliance with the provisions of the Companies Act, 2013 and
relevant rules, your Company has been maintaining
Cost Records.
In conformity with the directives of the Central Government, the
Company has appointed Mr. R. Krishnan, Cost Accountant (Membership No.7799) as Cost
Auditor under Section 148 of the Companies Act, 2013, for audit of the Cost Record of the
Company, to carry out the audit of cost records maintained by the Company, for the
financial year 2022-23.
Your Company has received consent from Mr. R. Krishnan, Cost
Accountant, for re-appointment as Cost Auditor, for the financial year 2023-24, in
accordance with the applicable provisions of the Companies Act, 2013 and Rules framed
thereunder. The remuneration of Cost Auditor has been approved by the Board on the
recommendation of the Audit Committee and the requisite resolution for ratification of
remuneration of Cost Auditor by the members has been set out in the notice of the ensuing
37th Annual General Meeting of your Company.
32. Internal Auditor
Your Company has appointed M/s S S Kothari Mehta & Company,
Chartered Accountants, as Internal Auditors 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 and reviewed by the Audit Committee from time to
time.
33. Secretarial Auditor
Pursuant to the provision of Section 204 of the Companies Act, 2013,
read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Board has appointed CS Jaya Jadav, Practicing Company Secretary, C/o Jaya Yadav &
Associates (Membership No. F10822 and COP No. 12070) as the Secretarial Auditor of the
Company, for conducting the Secretarial Audit for the financial year 2022-23.
The Secretarial Audit Report of CS Jaya Jadav, Practicing
Company Secretary, in Form MR-3, for the year ended
March 31, 2023, is annexed, and forms an integral part of this Report.
The Secretarial Audit Report is self-explanatory and does not call for any further
comments. The Secretarial Audit Report does not contain any qualification, reservation,
adverse remarks, or disclaimer. During the year under review, the Secretarial Auditor had
not reported any matter under
Section 143(12) of the Companies Act, 2013, therefore no details are
required to be disclosed under Section134(3)(ca) of the Companies Act, 2013.
34. Qualification, Reservation, or Adverse Remark in the Audit Reports
There is no qualification, reservation, or adverse remark made by the
Statutory and Secretarial Auditors in their Audit Reports issued by them.
35. Public Deposits
During the financial year 2022-23, your Company did not invite or
accept any deposit from the public.
36. Internal Control Systems and its Adequacy
As per the provisions of Section 134(5)(e) of the Companies Act, 2013,
the Company has in place an Internal Control
System designed to ensure proper recording of financial and operational
information and compliance with various internal controls and other regulatory and
statutory compliances. A self-certification exercise is also conducted by which senior
management certifies the effectiveness of the internal control system of the Company. The
internal audit has been conducted by a qualified external 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 the
nature of its business.
37. Particulars of Loans, Guarantee or Investments and Securities
Provided
There are no Guarantees provided by your Company during the financial
year 2022-23, however, the Company has acquired the following Equity Shares of its Wholly
Owned Subsidiaries:
(i) Acquired 20,00,000 (Twenty Lakhs) Equity Shares @ 10/- each
aggregating to 2,00,00,000/- (Indian Rupees Two Crores only) and 40,00,000 (Forty Lakhs)
Equity Shares @ 10/- each aggregating to 4,00,00,000/- (Indian Rupees Four Crores only) of
Indorama Yarns Private Limited on
August 30, 2022, and December 19, 2022, respectively; (ii) Acquired
20,00,000 (Twenty Lakhs) Equity Shares @ 10/- each aggregating to 2,00,00,000/- (Indian
Rupees Two Crores only) and again acquired 20,00,000 (Twenty Lakhs)
Equity Shares @ 10/- each aggregating to 2,00,00,000/-
(Indian Rupees Two Crores only) of Indorama Ventures Yarns Private
Limited, on August 30, 2022, and December 23, 2022, respectively;
(iii) Acquired 10,000 Equity shares @ 10/- each aggregating to 1,00,000
(Indian Rupees One Lakh only) of Indorama
Sustainable Polyester Yarns Private Limited on February
14, 2023; and
(iv) Acquired 10,000 Equity shares @ 10/- each aggregating to 1,00,000
(Indian Rupees One Lakh only) of Indorama Sustainable Polymers (India) Private Limited on
February 14, 2023.
Further, your Company has provided following unsecured loan to its
Wholly Owned Subsidiaries:
(i) Unsecured Loan of 5 Crores (Indian Rupees Five
Crores only) to Indorama Yarns Private Limited for ongoing Bottle Grade
Pet Resin, capex execution support.
(ii) Unsecured Loan of 5 Crores (Indian Rupees
Five Crores only) to Indorama Ventures Yarns Private Limited, for its
ongoing DTY growth capex execution support.
The details are given in the notes under the Financial Statements.
38. Insurance
All the properties including buildings, plants and machinery, and
stocks have adequately been insured.
39. Particulars of Loans/ Advances/ Investments as required under
Schedule V of SEBI Listing Regulations.
The details of the related party disclosures with respect to
loans/advances/ investments at the year-end, and the maximum outstanding amount thereof
during the year as required under Part A of Schedule V of SEBI 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.
40. Risk Management
Your Company has its Risk Management Committee, duly formulated by the
Board on the recommendation of the Audit Committee. The same is provided in the Corporate
Governance Report annexed and forms an integral part of this Report. The Board has
constituted a Risk Management Committee to identify elements of risk in different areas of
operations and to develop a policy for actions associated with 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 SEBI
Listing Regulations.
41. Listing
The shares of your Company are listed at both BSE Limited and National
Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the
financial year 2023-24 have been paid.
42. Significant and material orders passed by the Regulators, Courts or
Tribunal
No significant material orders passed by the Regulators, Courts or
Tribunal impact the going concern status and the Company's operations in the future.
43. Management Discussion and Analysis
In compliance with Regulation 34 of the SEBI Listing
Regulations, a separate Section on the Management Discussion and
Analysis, as approved by the Board, which includes details on the state of affairs of the
Company is annexed and forms an integral part of this Report.
44. Corporate Governance
The Corporate Governance Report along with Practicing Company Secretary
Certificate complying with the conditions of Corporate Governance as stipulated in
Regulation 27 of SEBI
Listing Regulations has been annexed and forms an integral part of this
Report.
45. Transfer of Unclaimed Dividend/Equity Shares to Investor Education
and Protection Fund (IEPF) Authority
The Company had sent individual notices and also advertised in the
newspapers seeking action from the Members who have not claimed their dividends for seven
consecutive years or more. Thereafter, the Company has transferred such unpaid or
unclaimed dividends and corresponding shares to IEPF, up to the financial year ended March
31, 2015.
Pursuant to the provisions of Section 125 of the Companies Act, 2013,
relevant amounts, which remained unpaid or unclaimed for a period of seven consecutive
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 the
Investor Education and Protection Fund, your Company has uploaded the details of unpaid
and unclaimed dividend amounts lying with the
Company as on March 31, 2022, 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), your Company has transferred 265 (Two Hundred
Sixty-five) 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
consecutive years to Suspense Account of the Investor Education and Protection Fund (IEPF)
Authority, during the financial year 2022-23 and the details thereof uploaded on the
Company's website, https://www.indoramaindia.com/pdf/
Form-IEPF-4-(2014-15).pdf.
Members/claimants whose shares or unclaimed dividend, have been
transferred to the IEPF Authority, as the case may be, may claim the shares or apply for a
refund by approaching the Company for issuance of Entitlement Letter along with all the
required documents before making an application to the IEPF
Authority in Form IEPF-5 (available on http://www.iepf.gov.in) along
with requisite fee as decided by the IEPF Authority from time to time. The
Members/claimants can file only one consolidated claim in a financial year as per the IEPF
Rules.
The Company will be transferring the dividend and corresponding shares
for the financial year ended March 31, 2016, within statutory timelines. Members are
requested to ensure that they claim the dividends and shares referred to above, before
these are transferred to the said Fund. The due date for transfer of unclaimed dividend to
IEPF Authority is provided in the report on Corporate Governance.
46. Industrial Relations/ Human Resources
Your Company maintained healthy, cordial, and harmonious industrial
relations at all levels during the year under review. 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.
47. Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013, the Annual Return as on March 31, 2023, is available on the Company's
website, http://www.indoramaindia.com/annual-return.php.
48. Material Changes and Commitments, if any, affecting the financial
position of the Company
There are no material changes and commitments, affecting the financial
position of your Company that has occurred between the year ended March 31, 2023, and the
date of this
Board's Report.
49. Disclosures with respect to Demat Suspense Account/ Unclaimed
Suspense Account
The relevant details in this regard have been provided in the Corporate
Governance Report annexed and forms an integral part of this Report.
50. Code of Conduct for the Directors and Senior Management Personnel
The Code of Conduct for the Directors and Senior Management Personnel
has been posted on the Company's website, https://
www.indoramaindia.com/pdf/policies/Code-of-Conduct-for-Directors-n-Sr-Management-REVISED.pdf.
The Chief Executive Officer 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 the year ended March 31, 2023, and a
declaration is attached with the Annual Report.
51. CEO and CFO Certification.
Pursuant to SEBI Listing Regulations, CEO and CFO Certification is
attached with the Annual Report. The CEO and CFO also provide quarterly certification on
financial results, while placing the financial results before the Board in terms of SEBI
Listing Regulations.
52. Nodal Officer
Mr. Pawan Kumar Thakur, Company Secretary, is the Nodal Officer of the
Company under the provisions of IEPF. The details of the Nodal Officer are available on
the Company's website, www.indoramaindia.com.
53. General Disclosures
Your directors state that no disclosure or reporting is required in
respect of the following matters as there were no such transactions during the year under
review:
1) Issue of Equity Shares with differential rights as to dividend,
voting or otherwise;
2) Issue of Equity Shares (including Sweat Equity Shares) to employees
of your Company, under any scheme;
3) Your Company has not resorted to any buy back of its Equity Shares
during the year under review;
4) Neither the Chairman and Managing Director nor the
Whole time Directors of your Company received any remuneration or
commission during the year, from any of its subsidiaries;
5) No fraud has been reported by auditors under subsection (12) of
Section 143;
6) The details of difference between amount of the valuation done at
the time of one-time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof -Not Applicable; and
7) The details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status
as at the end of the financial year- Not Applicable.
54. Acknowledgement
Your Company has been able to operate responsibly and efficiently
because of the culture of professionalism, creativity, integrity, ethics, good governance,
and continuous improvement in all functions and areas as well as the efficient utilisation
of the Company's resources for sustainable and profitable growth.
Your directors hereby wish to place on record their appreciation of the
efficient and loyal services rendered by every employee, more particularly during this
challenging time, without whose whole-hearted efforts, the overall satisfactory
performance would not have been possible. Your directors also record their grateful
appreciation for the encouragement, assistance, and cooperation received from members,
government authorities, banks, customers, and all other stakeholders. Your directors look
forward to the long-term future with confidence.
|
For and on behalf of the Board |
|
Om Prakash Lohia |
Place: New Delhi |
Chairman and Managing Director |
Date: May 16, 2023 |
(DIN: 00206807) |
|