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Indo Rama Synthetics (India) Ltd.

BSE: 500207 Sector: Industrials
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Mkt Cap.(Rs cr) 488
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OPEN 33.00
CLOSE 32.85
52-Week high 57.50
52-Week low 26.20
Mkt Cap.(Rs cr) 488
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 31st AnnualReport along with the Audited Financial Statements of your Company for the year ended 31stMarch 2017. The consolidated performance of the Company and its subsidiaries has beenreferred to wherever required.

1. Financial Highlights

The financial performance of the Company for the year ended 31st March 2017 issummarised below:

(Rs. In Crores)

Standalone Consolidated*
Particulars Year ended Year ended
31st March 2017 31st March 2016 31st March 2017 31st March 2016
Total Income 2729.57 2791.15 2733.35 2791.15
Profit before Financial Costs Depreciation Foreign exchange fluctuation Exceptional items and Tax (EBIDTA) 23.76 89.94 27.54 89.94
Finance Costs 91.08 53.68 91.08 53.68
Profit/(loss) before Depreciation Foreign exchange fluctuation Exceptional items and Tax (EBDTA) (67.32) 36.26 (63.54) 36.26
Depreciation 79.48 77.74 79.48 77.74
Profit before Foreign exchange fluctuation Exceptional items and Tax (EBTA) (146.80) (41.48) (143.02) (41.48)
Foreign exchange fluctuation 13.52 (23.62) 13.52 (23.62)
Profit / (Loss) before Exceptional items and Tax (133.28) (65.10) (129.50) (65.10)
Exceptional Items:
- Loss on account of write down on inventories - (26.68) - (26.68)
- Others (4.73) (4.23) (4.73) (4.23)
Profit / (Loss) before Tax (138.01) (96.01) (134.23) (96.01)
Tax (Credit) / Charge (53.98) (131.65) (53.98) (131.65)
Profit / (Loss) after Tax from continuing operations (84.03) 35.64 (80.25) 35.64
Other comprehensive income/(expense) (net of tax) (0.20) 1.39 (0.20) 1.39
Total comprehensive income / (expense) after tax (84.23) 37.03 (80.45) 37.03
Profit brought forward from previous year 207.65 188.89 205.05 184.35
Profits available for Appropriation 123.42 225.92 123.42 223.32
Appropriations :
Dividend paid on Equity Shares pertaining to previous years 15.18 15.18 15.18 15.18
Tax on Dividend 3.09 3.09 3.09 3.09
Transfer to General Reserve - - - -
Surplus carried to Balance Sheet 105.15 207.65 105.15 205.05
Total Appropriation - 18.27 - 18.27

* Includes continuing operations.

2. Operational and Financial Review

On standalone basis during the financial year 2016-17 we achieved revenue fromoperations of Rs. 2701.05 crore (Rs. 2785.60 crore in 2015-16) on account offocused marketing efforts and better outreach to customers nationally and internationally.Our net loss for the year was of Rs. 84.23 crore against profit of Rs. 37.03 crore in thefinancial year 2015-16. Our earnings per share stood at Rs. (5.55) and book value pershare at Rs. 33.05 as on 31st March 2017.

On consolidated basis during the financial year 2016-17 we achieved revenue fromoperation of Rs. 2701.05 crore Rs.(2785.60 crore in 2015-16) on account offocused marketing efforts and better outreach to customers nationally and internationally.Our net loss for the year was of Rs. 80.45 crore against profit of Rs. 37.03 crore in thefinancial year 2015-16 from continuing operations. Our earnings per share from continuingoperations stood at Rs. (5.30) and book value per share at Rs. 33.05 as on 31st March2017.

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 fibers 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

In view of loss suffered by the Company your Directors regret tor their inability torecommend dividend for the year under review. No amount being transferred to the GeneralReserves.

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 2017 andthe date of this report i. e. 18th May 2017.

6. Committees of the Board

The Board of Directors has the following Committees:

i) Audit Committee;

ii) Nomination and Remuneration Committee;

iii) Stakeholders Relationship Committee;

iv) Banking and Finance Committee;

v) Allotment and Share Transfer Committee;

vi) Corporate Social Responsibility Committee; and

vii) Risk Management Committee.

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

7. Number of Meetings of the Board

Your Company during the financial year 2016-17 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' Identification Number (DIN)

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

Name DIN Name DIN
Mr. Mohan Lal 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

9. 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 of the Company held on 1st August 2014 andMs. Ranjana Agarwal was appointed as Woman Independent Director at the 29th Annual GeneralMeeting of the 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 2016-17. The Appointment and Tenure of the IndependentDirectors including code for Independent Directors are available on the website of theCompany www.

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 of the Company on 7th August 2016. Henceforth he willcontinue to act as CEO of the Company.

Mr. Vishal Lohia Whole Time-Director of the Company Retire by Rotation at the ensuing31st Annual General Meeting and being eligible offers himself for re-appointment.

The details of proposal for appointment/re-appointment of Director is mentioned in theExplanatory Statement pursuant to Section 102 of the Companies Act 2013 of the Notice ofthe ensuing 31st Annual General Meeting of the Company scheduled to be held on Tuesday19th September 2017.

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

Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the Company are Mr. Sanjeev Aggarwal President & CFO Mr.Anant Kishore CEO Mr. Jayantk Sood CHRO & Company Secretary. There has been nochange in the Key Managerial Personnel during the financial year 2016-17.

Mr. Anant Kishore Chief Executive Officer (CEO) of the Company retired from the postof CEO/KMP of the Company with effect from 7th April 2017.

10. Policy on Directors' Appointment and 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 Four Membersviz; Mr. Ashok Kumar Ladha as Chairman Mr. Suman Jyoti Khaitan Dr. Arvind Pandalai andMs. Ranjana Agarwal as Members. The Committee reviews and recommend to the Board forremuneration of the Directors and Key Managerial Personnel. The details of terms ofreference of Nomination and Remuneration Committee number and dates of meetings heldattendance of the directors and remunerations paid to them and the brief outline of theRemuneration Policy of the Company are given separately in the attached CorporateGovernance Report.

The Company does not pay any remuneration to the Non-Executive/Independent Directors ofthe Company other than sitting fee for attending the meetings of the Board and Committeesof the Board. The Executive Director(s) do not take any sitting fee for attending suchmeetings. The Remuneration to the Executive Directors including Chairman & ManagingDirector and Whole-time Director is governed by the recommendation of Nomination andRemuneration Committee Resolutions passed by Board of Directors and shareholders of theCompany at the General Meetings and such other approvals pursuant to the provisions of theCompanies Act 2013. The Company has displayed the Nomination and Remuneration Policy onits website

11. Declaration by Independent Directors

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

12. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI Regulations the Boardhas carried out the annual performance evaluation of its own performance of the Directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and other Committees of the Board. At the meeting of the Board all therelevant factors that are material for evaluation the performance of individual Directorsthe Board and its various Committees were discussed in detail and structuredquestionnaire each for evaluation of the Board its various Committee and individualDirectors was prepared and recommended to the Board by the Nomination & RemunerationCommittee for doing the required evaluation after taking into consideration the inputreceived from the Directors covering various aspect of the Board's functioning such asadequacy of the composition of the Board and its Committee execution and performance ofspecific duties obligations and governance etc.

A separate exercise was carried out to evaluate the performance of individualDirectors including the Chairman of the Board who was evaluated on the parameters suchas level of engagement and contribution Independence of judgement safeguarding theinterest of the Company and its minority shareholders etc. The performance evaluation ofthe Independent Directors was carried out by the entire Board. The performance evaluationof the chairman and non-Independent Directors were also carried out by the IndependentDirectors at their separate meeting. The Directors expressed their satisfaction with theevaluation process.

13. 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 14th November 2016 and 8th February 2017. The Independent Directorsat the meeting inter-alia reviewed the following:- Performance of Non-IndependentDirectors 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.

14. Familiarisation program for Independent Directors

The familiarisation 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

15. 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 confirms 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 March2017 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 adequate and operating effectively.

Based on the framework of Internal Financial Controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory and

Secretarial 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 adequate andeffective during the financial year 2016-17.

16. Particulars of Employees and Related Disclosures

The information required pursuant to Section 197(12) read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisReport.

In terms of Section 136(1) of the Act the Annual Report excluding the aforesaidinformation is being sent to the members of the Company. The said information is availablefor inspection at the registered Office of the Company during working hours and any memberinterested in obtaining such information may write to the Company Secretary and the samewill be furnished on request.

17. Policy on Prevention of Sexual Harassment

The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace andmatters connected therewith or incidental thereto covering all the aspects as containunder 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 Companyis available on the website of the Company

18. Audit Committee

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 KhaitanDr. Arvind Pandalai and Ms. Ranjana Agarwal as Members. The Company Secretary is theSecretary of the Committee. The Managing Director Chief Financial Officer and Auditorsare permanent invitees to the Committee Meetings. The details of terms of reference ofAudit Committee number and dates of meetings held attendance of the Directors andremunerations paid to them are given separately in the attached Corporate GovernanceReport. During the Financial Year there were no instances where the Board had not acceptedthe recommendations of the Audit Committee.

19. Vigil Mechanism / Whistle Blower

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 againstvictimisation 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

20. Share Capital pursuant to the Scheme of Amalgamation

During the financial year under review one wholly owned and two step-down subsidiaryCompanies i.e. Indo Rama Renewables Limited Indo Rama Renewables Ramgarh Limited andIndo Rama Renewables Porbandar Limited amalgamated with the Company pursuant to the Orderpassed by the National Company Law Tribunal Mumbai Bench Mumbai dated 29th March 2017.The Company had filed the said Order with the Ministry of Corporate Affairs on 3rd May2017. Upon filling of the said Order the Scheme of Amalgamation has become effective from1st April 2016 (appointed date of amalgamation).

Consequent upon the Scheme of Amalgamation the Authorised Share Capital of yourCompany has increased from Rs. 1850000000 to Rs. 2351000000 divided into235100000 Equity Shares of Rs. 10/- each.

Accordingly the Clause V of the Memorandum of Association of your Company has amendedas follows:

"V. The Authorised Share Capital of the Company is Rs. 2351000000/- (RupeesTwo Hundred Thirty Five Crores and Ten Lakhs only) divided into 235100000/- (TwentyThree Crores Fifty One Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each."

21. Conversion of Global Depository Receipts (GDRs)

901000 Global Depository Receipts (GDRs) were converted into 7208000 Equity Sharesof Rs. 10/- each on 7th February 2017 and 383500 GDRs were also converted into 3068000Equity Shares of Rs. 10/- each of the Company on 15th April 2017 in the name ofBrookgrange Investments Limited a Promoter Group Company.

The above converted Equity Shares were also listed at BSE Limited and National StockExchange of India Limited Mumbai.

Upon conversion/cancellation of the aforesaid GDRs into Equity Shares the remaining1820 GRDs are outstanding for conversion/cancellation into 14560 underlying EquityShares as on the date of this report.

22. Credit Rating

The Company's financial discipline and prudence is reflected in the credit ratingsascribed by CARE Ratings CARE BB (Double BB).

23. Subsidiary Companies

The Company had one Subsidiary and three step-down subsidiaries during the financialyear 2016-17.

During the financial year one Subsidiary Indo Rama Renewables Limited and twostep-down subsidiaries Indo Rama Renewables Ramgarh Limited and Indo Rama RenewablesPorbandar Limited have amalgamated with the Company.

Out of three step-down subsidiaries one step-down subsidiary Company Indo RamaRenewables Jath Limited had been disposed-off to the Tata Power Renewable Energy Limitedon 19th May 2016.

There are no Associate Companies or Joint Venture Companies within the meaning ofSection 2(6) of the Companies Act 2013. There has been no material change in the natureof the business of the subsidiaries.

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 of the Company.

Pursuant to the provisions of Section 136 of the Companies Act 2013 the financialstatements of the Company consolidated financial statements along with relevant documentsand separate audited accounts in respect of subsidiaries are available on the website ofthe Company.

24. Related Party Transactions

Your Company has formulated a policy on related party transactions which is alsoavailable on Company's website This policy deals with the reviewand approval of related party transactions. The Board of Directors of the Company hasapproved the criteria for making the omnibus approval by the Audit Committee within theoverall framework of the policy on related party transactions. The omnibus approval isrequired to be obtained for related party transactions which are of repetitive nature andentered in the ordinary course of business and at arm's length basis. All related partytransactions are placed before the Audit Committee for review and approvals. All relatedparty transactions entered during the financial year were in ordinary course of thebusiness and on arm's length basis.

The details of contracts/arrangement with the related parties are appearing under NoteNo.34 in the Standalone and Consolidated Financial Statements and forms part of thisBoard's Report. The particulars of contracts or arrangements with related parties preparedunder 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 ofDirectors for approvals.

25. Statutory Auditors

M/s B S R and Associates Chartered Accountants (ICAI Firm Registration No. 128901W)were appointed as Statutory Auditors of the Company at the 28th Annual General Meeting ofthe Company held on 1st August 2014 who shall hold Office till the conclusion of 31stAnnual General Meeting of the Company in accordance with the provisions of the CompaniesAct 2013. However this appointment was subject to Ratification by the members at everyAnnual General Meeting held after appointment during their tenure of Office. The Auditorshave confirmed their eligibility and qualification under Section 141 of the Companies Act2013 and therefore their Ratification for appointment as Statutory Auditors for the year2017-18 is being sought from the Members of the Company at the 31st 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(i) and 4(ii) ofthe Standalone and 5(i) and 5(ii) of Consolidated financial statements we would like toinform that:

i) the Company is of the view on paragraph 4(i) of Standalone and 5(i) of Consolidatedfinancial statements that it has taken several initiatives to improve its operationalperformance in terms of specialty products higher capacity utilisation cost controlinitiatives improved liquidity plans and addition of new customers. Based on the abovethe Company believes that the profitability will improve over the next few years. TheCompany is confident that the deferred tax assets carried at the end of the period isfully recoverable; and

ii) in respect of paragraph 4(ii) of Standalone and 5(ii) of Consolidated financialstatements on the basis of legal advice the amounts recognised are fully recoverable.

26. Cost Auditors

Your Company pursuant to a directive of the Central Government is required to conduct(Cost Records and Audits) in respect of its Polyester Operations every year until furthernotice and as per Section 148 of the Companies Act 2013 read with Companies (CostRecords and Audits) Rules 2014 as amended and on the recommendation of the AuditCommittee the Board of Directors were appointed M/s Balaji & Associates CostAccountants (Firm Registration No.000112) to carry out the audit of cost recordsmaintained by the Company for the financial year 2016-17.

The Company has received consent from M/s Balaji & Associates Cost Accountantsfor re-appointment as Cost Auditors for the financial year 2017-18 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 of the Audit Committee and the requisite resolution for Ratification ofremuneration of Cost Auditors by the members has been set out in the notice of 31st AnnualGeneral Meeting of your Company.

27. Internal Auditor

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 years 2017-18 and 2018-19.

28. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasAppointed M/s Sanjay Grover & Associates Company Secretaries (Membership No. FCS4223 and CP No. 3850) to undertake the Secretarial Audit of the Company for the financialyear 2017-18.

The Secretarial Audit report for the financial year 2016-17 is annexed herewith markedas Annexure - 2 to this Board's Report. The Secretarial Audit Report does notcontain any adverse qualification reservation or remark.

29. 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 of this Board's Report.

30. Public Deposits

During the Financial Year 2016-17 the Company has not accepted and deposit from thepublic and as such there are no outstanding deposits in term of the Companies (Acceptanceof Deposits) Rules 2014.

31. Significant and Material Orders passed by the Regulators

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

32. Internal Control Systems and their Adequacy

The Company has in place Internal Control System designed to ensure proper recording offinancial and operational information and compliance of various internal controls andother regulatory and statutory compliances. Self-certification exercise is also conductedby which senior management Certifies effectiveness of the internal control system of theCompany. Internal Audit has been conducted throughout the organisation by qualifiedoutside Internal Auditors. The findings of the internal Audit Report are reviewed by thetop Management and by the Audit Committee of the Board and proper follow-up action areensured wherever required. The Statutory Auditors have evaluated the internal financialcontrols framework of the Company and have reported that the same are adequate andcommensurate with the size of the Company and nature of its business.

33. Particulars of Loans Guarantee or Investments

The Particulars of Loans Guarantees and Investments have been disclosed under Note No.38 in the Standalone Financial Statements for the financial year 2016-17.

34. Risk Management Policy

The Board of Directors has constituted Risk Management Committee to identify elementsof risk 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 institutionalised the process for identifying minimising 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.

35. 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 organisation based not only onfinancial factors but also on social and environmental consequences.

As required under Section 135 of the Companies Act 2013 the CSR Committee comprisingof Mr. Om Prakash Lohia as the Chairman Mr. Vishal Lohia Dr. Arvind Pandalai and Ms.Ranjana Agarwal are Members. The CSR Committee of the Company has laid down the policy tomeet the Corporate 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.

Due to the average net profit for the last three financial years are being negativeyour Company not allocated/required to spend any amount on the CSR activities during theyear under review.

However your Company contributed amounting to Rs. 1985268/- (Rupees Nineteen LakhsEighty Five Thousand Two Hundred Sixty Eight only) for various CSR activities under takenby the Company during the financial year 2016-17.

The CSR Committee met once during the year to review the Corporate SocialResponsibility Policy. The details of amount spent on CSR activities and projectsundertaken during the year are given in the Annexure - 4 to the Board's Report.

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

36. Listing

The listing fees to the Stock Exchanges for the financial year 2017-18 have been paid.

37. 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 Regulationsis attached to the Report on Corporate Governance.

38. 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.

39. 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 September 2016 (date of last Annual General Meeting) on the Company's and also on the Ministry of Corporate Affairs' website viz;

40. Industrial Relations / Human Resources

Your Company maintained healthy cordial and harmonious industrial relations at alllevels during the year under report. Your Company firmly 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 751 numbers of employees of the Companyas on 31st March 2017.

41. Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedas Annexure - 5 to this report.

42. Acknowledgements

Your Directors would like to express their appreciation for the assistance andco-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 staff and workers.

For and on behalf of the Board of Directors of
Indo Rama Synthetics (India) Limited
Om Prakash Lohia
Place: Gurgaon Chairman and Managing Director
Date: 18 May 2017 (DIN: 00206807)