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Indo Rama Synthetics (India) Ltd.

BSE: 500207 Sector: Industrials
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OPEN 34.50
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VOLUME 33749
52-Week high 42.60
52-Week low 26.20
Mkt Cap.(Rs cr) 531
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Indo Rama Synthetics (India) Ltd. (INDORAMA) - Director Report

Company director report

Dear Members

On behalf of the Board of Directors of your Company we share with you the 30th AnnualReport along with the Audited Financial Statements ofyour Company for the year ended 31stMarch 2016. The consolidated performance of the Company and its subsidiaries has beenreferred to wherever required.

1. FinancialHighlights

The financial performance ofthe Companyfortheyear ended 31st March 2016 is summarizedbelow:

(Rs. In Crores)

Standalone Consolidated*
Particulars Year ended Year ended
31st March 2016 31st March 20161
Net Sales Operating and Other Income 2566.53 2771.19 2566.54 2771.13
Profit before Other Income Financial Costs Depreciation Exceptional items andTax(0perational EBIDTA) 93.41 122.44 93.23 122.37
Other Income 30.88 9.81 30.88 9.67
Profit before Financial Cost Depreciation Exceptional itemsand Tax (EBIDTA) 124.29 132.25 124.11 132.04
Finance Costs 51.66 43.38 51.66 43.38
Profit before Depreciation Exceptional items and Tax (EBDTA) 72.63 88.87 72.45 88.66
Depreciation 77.76 117.16 77.80 117.16
Profit/(Loss) before Exceptional items and Tax (5.13) (28.29) (5.35) (28.50)
Exceptional Items:
- Foreign exchangefluctuations Income/ (expenses) (23.62) 15.02 (23.62) 15.02
- Loss on account of write down on inventories (26.68) (20.75) (26.68) (20.75)
- Others (4.23) - (4.23) -
Profit/(Loss) beforeTax (59.66) (34.02) (59.88) (34.23)
Tax (Credit) / Charge (115.66) (12.49) (115.66) (12.49)
Profit/ (Loss) afterTax 56.00 (21.53) 55.78 (21.74)
Profit brought forward from previous year 142.45 182.25 136.92 175.88
Profits available forAppropriation 198.45 160.72 193.06 155.19
Proposed Dividend on EquityShares 15.18 15.18 15.18 15.18
CorporateTaxon Proposed Dividend 3.09 3.09 3.09 3.09
Transfer to General Reserve - - - -
Surplus carried to BalanceSheet 180.18 142.45 174.79 136.92
Total Appropriation 18.27 18.27 18.27 18.27

* Includes continuing operations.

2. Operational and Financial Review

On standalone basis during the financial year 2015-16 we achieved ' 2464.75 croreturnover (' 2708.90 crore in 2014-15) on account of focused marketing efforts and betteroutreach to customers nationally and internationally. Our net profit for the year was of '56.00 crore against net loss of ' 21.53 crore in the financial year 2014-15. Our earningsper share stood at ' 3.69 and book value per share at ' 38.97 as on 31st March 2016.

On consolidated basis during the financial year 2015-16 we achieved ' 2464.75 croreturnover (' 2708.90 crore in 2014-15) on account of focused marketing efforts and betteroutreach to customers nationally and internationally. Our net profit for the year was of '55.78 crore against net loss of ' 21.74 crore in the financial year 2014-15. Our earningsper share stood at ' 3.67 and book value per share at ' 38.61 as on 31st March 2016.

Your Company focused on widening product basket expanding market reach costoptimisation growing portfolio of specialty products and elevating people potential. As aresult your Company has creating a more robust business model.

The demand for man-made fibres is showing signs of improvement and we are hopeful thatthe demand for polyester will see revival. Polyester demand will be driven by its growingrelevance in daily life across home textiles apparel automotive furnishing fabricstechnical textile and non-woven segments.

Moving ahead with rising demand in the domestic and international markets we arehopeful that we will be able to enhance our production capacity and grow business volumesand value-added products.

3. Dividend and Reserves

Your Directors are pleased to recommend a dividend of Rs. 1 (i.e. 10%) per equityshare (Last year ' 1 per equity share) of the face value of ' 10/- each for the year ended31st March 2016 aggregating to ' 18.27 Crore (including Dividend Distribution Tax) andis as per the financial needs of the business. The dividend payout is subject to approvalof the shareholders at the ensuing 30th Annual General Meeting.

The dividend will be paid to the members whose names appear in the Register of Membersas on 23rd September 2016 and in respect of shares held in dematerialised form it will bepaid to members whose names are furnished by National Securities Depository Limited andCentral Depository Services (India) Limited as beneficial owners as on that date.

During theyearunderreview noamountfrom Profit was transferred to General Reserve.

4. Change in the Nature of Business

There was no change in the nature of the business of the Company and its subsidiariesduring the year.

5. Material Changes and Commitments

There have not been any material changes and commitments affecting the financialposition of the Company between the end of the financial year as on 31st March 2016 andthe date of this report i. e. 31st August 2016.

6. Committees of the Board

The Board ofDirectors has thefollowing Committees:

i) Audit Committee;

ii) Nomination and Remuneration Committee;

iii) Stakeholders Relationship Committee;

iv) Bankingand Finance Committee;

v) Allotment and Share Transfer Committee;

vi) Corporate Social Responsibility Committee; and

vii) RiskManagementCommittee.

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

7. Numberof Meetings ofthe Board

Your Company during the financial year 2015-16 has convened and held four (4) BoardMeetings. The details of which are given in the Corporate Governance Report. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013.

8. Directors and Key Managerial Personnel

Pursuant to the provisions of Section 149 of the Companies Act 2013 Mr. Ashok KumarLadha Mr. Suman Jyoti Khaitan Dr. Arvind Pandalai* were appointed as IndependentDirectors at the 28th Annual General Meeting ofthe Company held on 1st August 2014 and Ms.Ranjana Agarwal was appointed as Woman Independent Director at the 29th Annual GeneralMeeting ofthe Company held on 30th July 2015. They have submitted a declaration that eachof them meets the criteria of Independence as provided in Section 149(6) of the Act andthere has been no change in the circumstances which may affect their status as independentDirectors during the financial year 2015-16. The Appointment and Tenure of the IndependentDirectors including code for Independent Directorsare available on the website of theCompany

Mr. Anant Kishore was appointed as Whole-time Director and CEO of the Company from 8thAugust 2013 to 7th August 2016 for a period of three years and he has completed histenure as Director on the Board ofthe Company on 7th August 2016. Henceforth we willcontinue to act as CEO ofthe Company.

Mr. Mohan Lai Lohia Director of the Company retire by rotation at the ensuing 30thAnnual General Meeting and being eligible offers himself for re-appointment.

The details of proposal forappointment/re-appointment of Director is mentioned in theExplanatory Statement pursuant to Section 102 ofthe Companies Act 2013 ofthe Notice oftheensuing 30th Annual General Meeting of the Company scheduled to be held on 30th September2016.

During the year the Non-Executive Directors ofthe Company had no pecuniaryrelationship or transactions with the Company other than sitting fee for the purpose ofattending the meetings of the Board and Committees atthe Board.

Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the Company are Mr. SanjeevAggarwal President & CFO Mr.Anant Kishore CEO and Mr. Jayantk Sood Head-Corporate and Company Secretary. There hasbeen no change in the Key Managerial Personnel during the financial year 2015-16.

9. Policy on Directors’Appointmentand Remuneration

The Board has on the recommendation of the Nomination and Remuneration Committee laiddown a Nomination and Remuneration Policy for selection and appointment of the DirectorsKey Managerial Personnel and their remuneration. The Committee comprises of three Membersviz; Mr. Ashok Kumar Ladha as Chairman Mr. Suman Jyoti Khaitan Dr. Arvind Pandalai* asMembers. The Committee reviews and recommend to the Board for remuneration ofthe Directorsand Key Managerial Personnel. The details ofterms ofreference ofNomination andRemuneration Committee number and dates of meetings held attendance of the directors andremunerations paid to them and the brief outline of the Remuneration Policy of the Companyare given separately in the attached Corporate Governance Report.

The Company does not pay any remuneration to the Non- Executive/lndependent Directorsof the Company other than sitting fee for attending the meetings ofthe Board andCommittees ofthe Board. The Executive Director(s) do not take any sitting fee forattending such meetings. The Remuneration to the Executive Directors including Chairman& Managing Director and Wholetime Director is governed by the recommendation ofNomination and Remuneration Committee Resolutions passed by the Board of Directors andshareholders of the Company at the General Meetings and such other approvals pursuant tothe provisions ofthe Companies Act 2013. The Company has displayed the Nomination andRemuneration Policy on its website

10. Directors’ Identification Number (DIN)

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

Name DIN Name DIN
Mr. Mohan Lai Lohia 00918397 Dr.Arvind Pandalai* 00352809
Mr. Om Prakash Lohia 00206807 Mr. Suman Jyoti Khaitan 00023370
Mr.Vishal Lohia 00206458 Mr. Anant Kishore 05262142
Mr. Ashok Kumar Ladha 00089360 Ms. Ranjana Agarwal 03340032

11. Directors’ Responsibility Statement

Pursuant to the Section 134 (3) (c) read with Section 134(5) of the Companies Act2013 to the best of your Director's knowledge and ability and confirm that:

(a) in the preparation of Annual Accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year as on 31st March2016 and the Profit and Loss of the Company for that year;

(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 andthat such internal financial controls are adequate and were operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequateand operating effectively.

Based on the framework of Internal Financial Controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory andSecretarial Auditors and external consultants including audit of Internal FinancialControls over financial reporting by the Statutory Auditors and the reviews performed bythe Management and the relevant Board Committees including the Audit Committee the Boardis of the opinion that the Company's Internal Financial Controls were adequateandeffective during the financial year2015-16.

12. Declaration by Independent Directors

Declaration given by Independent Directors meeting the criteria of independence asprovided in sub-section (6) of Section 149 of the Companies Act 2013 is received andtaken on record.

13. Board Annual Evaluation

Pursuant to the provisions of the Companies Act 2013 and the corporate governancerequirements as prescribed by Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") theBoard is required to carry out annual evaluation of its own performance and that of itscommittees and individual Directors. The Nomination and Remuneration Committee ofthe Boardis also required to carry out evaluation of every Director’s performance.Accordingly your Company has carried out the performance evaluation during the year underreview.

For annual performance evaluation of the Board as a whole it's Committee(s) andindividual Directors including the Chairman of the Board the Company has formulated aquestionnaire to assist in evaluation of the performance. The tool takes the form of aseries of assertions/questions which should be awarded a rating on a scale of 1 to 3 byall individual Directors. Every Director has to fill the questionnaire related to theperformance ofthe Board its Committees and individual Directors except himself.

On the basis of the response to the questionnaire a matrix reflecting the ratings wasformulated and placed before the Board forannual evaluation bythe Board ofitsownperformanceandthat of its Committees and Individual Directors. The Board was satisfied ofthe evaluation results.

14. Separate Meeting of Independent Directors

In terms of the requirements under Schedule IV of the Companies Act 2013 andRegulation 25 (3) of the Listing Regulations a separate meeting of the IndependentDirectors was held on 21st November 2015. The Independent Directors at the meetinginter-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 ofExecutive Directors and Non-Executive Directors; and

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

15. Familiarizationprogramforindependentdirectors

The familiarization programmes to Independent Directors with the Company their rolesrights responsibilities in the Company nature of the industry in which the Companyoperates business mode of the Company and related matters are put up on the website ofthe Company

16. ParticularsofEmployees

Your Company considers people as its biggest assets and believing in people's at theheart of its human resource strategy. The Statement of Disclosure of remuneration paid tothe Directors and Senior Management including Key Managerial Personnel is as per theNomination and Remuneration Policy adopted by the Company pursuant to Section 134(3) (e)read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

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 astatement showing the names and other particulars of the employees drawing remunerationset out in the said rules are provided in the Annual Report and disclosures pertaining toremuneration and other details as required under Section 197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are provided in the Annual Report of the Key Managerial Personnel and other Employees forthe year ended 31st March 2016 areannexed to this report.

17. Policy on Prevention ofSexual Harassment

The Company has a Policy on "Prevention ofSexual Harassment of Women atWorkplace" and matters connected therewith or incidental thereto covering all theaspects as contain under "The Sexual Harassment ofWomen at Workplace (PreventionProhibition and Redressal) Act 2013"

The Policy of the "Prevention of Sexual Harassment of Women at Workplace" ofthe Company is available on the website of the Company

18. AuditCommittee

The Audit Committee of the Board of Directors of the Company consisting of fourmembers Mr. Ashok Kumar Ladha as Chairman and Mr. Vishal Lohia Mr. Suman Jyoti Khaitanand Dr. Arvind Pandalai* as Members. The Company Secretary is the Secretary of theCommittee. The Managing Director Chief Financial Officer and Auditors are permanentinvitees to the committee meetings. The details of terms of reference of Audit Committeenumber and dates of meetings held attendance of the directors and remunerations paid tothem are given separately in the attached Corporate Governance Report. During the yearthere were no instances where the board had not accepted the recommendations of the AuditCommittee.

Upon resignation of Dr. Arvind Pandalai the Audit Committee reconstituted on 18th May2016 consisting Mr. Ashok Kumar Ladha as Chairman and Mr. Vishal Lohia Mr. Suman JyotiKhaitan and Ms. Ranjana Aggarwal as Members.

19. VigilMechanism/WhistleBlower

Your Company has a Vigil Mechanism/Whistle Blower Policy pursuant to the provisions ofthe Companies Act 2013 for the Directors and Employees to report their genuine concernsor grievances. The Chairman of the Audit Committee Mr. Ashok Kumar Ladha will overseethe Vigil Mechanism and to ensure that adequate safeguards are provided to persons againstvictimization and protected disclosures can also be reported orally by leaving voice mailon toll free number i.e. 18001035679. The details of the Vigil Mechanism Policy isexplained in the Corporate Governance Report and also posted on the website of theCompany www.

20. CreditRating

The Company'sfinancial discipline and prudence is reflected in the strong creditratings ascribed by CARE Ratings CARE BBB- (Triple B Minus).

21. SubsidiaryCompanies

The Company has one Subsidiary and three step-down subsidiaries as on 31st March 2016.There are no Associate Companies or Joint Venture companies within the meaning of Section2(6) of the Companies Act 2013. There has been no material change in the nature of thebusiness of the subsidiaries.

Out of three step-down subsidiaries one step-down subsidiary Company has beendisposed-off to the Tata Power Renewable Energy Limited on 19th May 2016.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 the statementcontaining salient features of the financial statements of the Company's subsidiaries inForm AOC-1 is attached to the financial statement ofthe Company.

Further pursuant to the provisions of Section 136 ofthe Companies Act 2013 thefinancial statement of the Company consolidated financial statement along with relevantdocuments and separate audited accounts in respect of subsidiaries are available on thewebsite of the Company.

22. Extract ofAnnual Return

The details forming part ofthe extract ofthe Annual Return in Form MGT-9 is annexed as Annexure- 1 to this report.

23. StatutoryAuditors

M/s B S R and Associates Chartered Accountants (ICAI Firm Registration No. 128901W)were appointed as StatutoryAuditors of the Company at the 28th Annual General Meetingofthe Company held on 1st August 2014 who shall hold office till the conclusion of 31stAnnual General Meeting ofthe Company in accordance with the provisions ofthe CompaniesAct 2013. However this appointment was subject to ratification bythe members ateveryAnnual General Meeting held after appointment during their tenure of office. TheAuditors have confirmed their eligibility and qualification under Section 141 of CompaniesAct 2013 and therefore their ratification for appointment as Statutory Auditors for theyear 2016-17 is being sought from the Members of the Company at the 30th Annual GeneralMeeting. As regards the comments in the Auditors' Report the relevant notes in theAccounts are self-explanatory and may be treated as information/explanation submitted bythe Board as contemplated under provisions of the Companies Act 2013.

With regard to the observations made by the Auditors' in paragraph 4 of the Standaloneand Consolidated Independent Auditors' Report we would like to inform that:

The Company is of the view on the basis of legal advice that the amounts recognized arefully recoverable.

24. CostAuditors

Your Company pursuant to a directive of the Central Government is required to conductcost audit records in respect of its Polyester Operations every year until further noticeand as per Section 148 of the Companies Act 2013 read with Companies (Cost Records andAudits) Rules 2014 as amended and on the recommendation of the Audit Committee the BoardofDirectorswere appointed M/s Balaji & Associates Cost Accountants (FirmRegistration No.000112) to carry out the cost audit records maintained by the Company forthe financial year2015-16.

The Company has received consent from M/s Balaji & Associates Cost Accountantsfor re-appointment as Cost Auditors for the financial year 2016-17 in accordance with theapplicable provisions of the Companies Act 2013 and Rules framed thereunder. Theremuneration of Cost Auditors has been approved by the Board of Directors on therecommendation oftheAudit Committee and the requisite resolution for ratification ofremuneration of Cost Auditors by the members has been set out in the notice of 30th AnnualGeneral MeetingofyourCompany.

25. InternalAuditor

The Board had appointed M/s S S Kothari Mehta & Co. Chartered Accountants (FirmRegistration No. 000756N) as Internal Auditor of your Company on the recommendation ofthe Audit Committee for the financial year2016-17.

26. SecretarialAuditor

Ms. Rachna Aggarwal Practicing Company Secretaries (CP No.4819and MembershipNo.15959) was appointed as Secretarial Auditor to conduct Secretarial Audit for thefinancial year 2015-16 as required under Section 204 of the Companies Act 2013 and Rulesthereunder. The Secretarial Audit report for the financial year 2015-16 is annexedherewith marked as Annexure - 2 to this Board's Report.

The Secretarial Audit Report does not contain any qualification reservation or adverseremarks.

The Board has appointed M/s Dhananjay Shukla & Associates Practicing CompanySecretaries (CP No. 8271) as Secretarial Auditor ofthe Company for the financial year2016-17.

27. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The information required pursuant to Section 134 (3) (m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 relating to conservation ofenergy technology absorption foreign exchange earnings and outgo are set out in the Annexure- 3 forming part ofthis Board's Report.

28. PublicDeposits

Your Company has not invited/accepted any deposits during the year ended on 31st March2016 within the meaning of Section 73 of the Companies Act 2013 and the Rules madethereunder.

29. Significant and Material Orders passed by the Regulators

There were nosignificantand material orders passed by regulators/ courts or tribunalsimpacting the going concern status and Company's operations in future.

30. Internal Control Systems and theirAdequacy

The Company has in place an established internal control system designed to ensureproper recording of financial and operational information and compliance of variousinternal controls and other regulatory and statutory compliances. Self-certificationexercise is also conducted by which senior management certifies effectiveness of theinternal control system of the Company. Internal Audit has been conducted throughout theorganization by qualified outside Internal Auditors. The findings ofthe internal AuditReport are reviewed by the top Management and by the Audit Committee ofthe Board andproper follow-up action are ensured wherever required. The Statutory Auditors haveevaluated the internal financial controls framework of the Company and have reported thatthe same are adequate and commensurate with the size of the Company and nature of itsbusiness.

31. Particulars of Loans Guarantee or Investments

The Particulars of Loans Guarantees and Investments have been disclosed under Note No.37 in the Standalone Financial Statement for the financial year2015-16.

32. Risk Management Policy

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

Your Company has institutionalized the process for identifying minimizing andmitigating risks which is periodically reviewed. Some of the risks identified and beenacted upon by your Company are: Securing critical resources; ensuring sustainable plantoperations; ensuring cost competitiveness including logistics; completion of CAPEX;maintaining and enhancing customer service standards and resolving environmental andsafety related issues.

33. Corporate Social Responsibility (CSR) Committee

Your Company aims to remain essential to the society with its social responsibilitystrongly connected with the principle of sustainability an organization based not only onfinancial factors but also on social and environmental consequences.

As per Schedule VII of the Companies Act 2013 the Company has undertaken variousactivities under CSR compliance and during the year under report the Company has spent asum of ' 0.12 crore towards CSR activities in line with the compliance with Section 135 ofthe Companies Act 2013.

As required under Section 135 of the Companies Act 2013 the CSR Committee comprisingof Mr. Om Prakash Lohia as the Chairman and Mr. Vishal Lohia and Dr. Arvind Pandalai* asits Members. The CSR Committee of the Company has laid down the policy to meet theCorporate Social Responsibility. The CSR Policy includes any activity that may beprescribed as CSR activity as per the Rules of the Companies Act 2013. The main focusareas taken in the policy are Education Health care and family welfare. EnvironmentalSafety contribution to any relief fund setup by the Government of India and any StateGovernment.

The details of amount spent on CSR activities and projects undertaken during the yearare given in the Annexure - 4 to the Board's Report.

Upon resignation of Dr. Arvind Pandalai the CSR Committee reconstituted on 18th May2016 consisting Mr. Om Prakash Lohia as the chairman and Mr. Vishal Lohia and Ms. RanjanaAggarwal as Members.

The detailed CSR policy of the Company is also available on the website of the

34. RelatedPartyTransactions

Your Company has formulated a policy on related party transactions which is alsoavailable on Company's website This policy deals with the review and approval of related party transactions. TheBoard of Directors of the Company has approved the criteria for making the omnibusapproval by the Audit Committee within the overall framework of the policy on relatedparty transactions. The omnibus approval is required to be obtained for related partytransactions which are of repetitive nature and entered in the ordinary course of businessand at arm's length basis. All related party transactions are placed before the AuditCommittee for review and approvals. All related party transactions entered during thefinancial year were in ordinary course of the business and on arm's length basis.

The details of contracts/arrangement with the related parties are appearing under NoteNo. 34 in the Standalone and Note No. 35 in the Consolidated Financial Statements and formpart of this Board's Report. The particulars of contracts or arrangements with relatedparties prepared under Section 188(1) of Companies Act 2013 read with Rule 8 (2) ofCompanies (Accounts) Rule 2014 is annexed with this Report in Form AOC-2 as Annexure- 5.

All the Related Party Transactions were placed before the Audit Committeeand BoardofDirectorsforapprovals.

35. Code of Conduct for Prevention of Insider Trading

In compliance with the SEBI Regulations on prevention of insider trading the Companyhas formulated a comprehensive Code of Conduct for Prevention of Insider Trading in thesecurities of the Company. This Code of Conduct is applicable to Promoters DirectorsChiefs Group Heads Heads and such other employees of the Company and others who areexpected to have access to unpublished price sensitive information.

The Board has approved the revised Code of Conduct for Prevention of Insider Tradingin terms with the SEBI (Prohibition of Insider Trading) Regulations 2015 effective from15th May 2015.

The Code of Conduct lays down guidelines advising them on procedures to be followed anddisclosures to be made while dealing with the shares of the Company and cautioning themof consequences of violations. The Company Secretary of the Company is the complianceofficer. The Code of Conduct for Prevention of Insider Trading is available on the websiteof the Company

36. Code of Practices and Procedures for Fair Disclosure

The Board has approved the Code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information in terms with the SEBI (Prohibition of InsiderTrading) Regulations 2015 effective from 15th May 2015.

The Code lays down broad standards of compliance and ethics as required by SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and other applicableSEBI regulations. The Code is required to be complied in respect of all corporatedisclosures in respect of the Company and/or its subsidiary companies. The CompanySecretary ofthe Company is the compliance officer.

The code of practices and procedures for fair disclosure of unpublished price sensitiveinformation is available on the website of the Company

37. Listing

The Securities and Exchange Board of India (SEBI) on 2nd September 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said regulations were effective1st December 2015. Accordingly all listed entities were required to enter into uniformListing Agreement within six months from the effective date. Subsequently your Companyentered into Uniform Listing Agreement with BSE Limited and the National Stock Exchange ofIndia Limited Mumbai during February 2016. The listing fees to the Stock Exchangesforthe financial year 2016-17 have been paid.

38. Corporate Governance

Your Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. Your Company has alsoimplemented several best corporate governance practices. The Report on CorporateGovernance as stipulated under Regulation 34 of the Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 forms integral part ofthis Annual Report.

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

39. Management Discussion and Analysis Report

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

40. Transfer of unclaimed dividend to Investor Education and Protection Fund (IEPF)

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

Pursuant to the provisions of Investor Education and Protection Fund the Company hasuploaded the details of unpaid and unclaimed dividend amounts lying with the Company as on30th July 2015 (date of last Annual General Meeting) on the Company's website and also on the Ministryof Corporate Affairs' website.

41. Industrial Relations/Human Resources

Your Company maintained healthy cordial and harmonious industrial relations at alllevels during the year under report. Your Companyfirmly believes that a dedicatedworkforce constitute the primary source of sustainable competitive advantage. Accordinglyhuman resource development continues to receive focused attention. Your Directors wish toplace on record their appreciation for the dedicated and commendable services rendered bythe staff and workforce of your Company. There are 816 numbers of employees oftheCompanyas on 31st March 2016.

42. Acknowledgements

Your Directors would like to express their appreciation for the assistanceandco-operation received from the Financial Institutions Banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staffand workers.

* Dr. Arvind Pandalai (DIN 00352809) Independent Director has resigned from thedirectorship ofthe Companywith effect from 20th February 2016.

Forand on behalf of the Board ofDirectors of

Indo Rama Synthetics (India) Limited

Om Prakash Lohia

Chairman and Managing Director

(DIN: 00206807)

Place: Gurgaon

Date: 31st August 2016