To the Members
Your Directors hereby present the Thirty-sixth Annual Report on the business andoperations of the Company along with the audited financial statements for the financialyear ended March 31 2022.
1. Financial Highlights
The financial performance of the Company for the year ended March 31 2022 issummarized below:
| || || |
(Rs. In Crores)
|Particulars || |
Standalone Year Ended
Consolidated Year Ended
| ||March 31 2022 ||March 31 2021 ||March 31 2022 ||March 31 2021 |
|Total Income ||3907.42 ||2043.59 ||4044.41 ||2063.71 |
|Profit before Financial Costs Depreciation Foreign exchange fluctuation Exceptional items and Tax (EBIDTA) ||308.69 ||113.30 ||310.26 ||113.93 |
|Finance Costs ||61.88 ||65.92 ||61.89 ||65.93 |
|Profit before Depreciation Foreign exchange fluctuation Exceptional items and Tax (EBDTA) ||246.81 ||47.38 ||248.37 ||48.00 |
|Depreciation ||31.07 ||33.78 ||31.26 ||33.78 |
|Foreign exchange fluctuation Gain ||(2.37) ||(0.76) ||(2.33) ||(0.80) |
|Profit before Exceptional Items and Tax ||218.11 ||14.36 ||219.44 ||15.02 |
|Exceptional Items ||- ||11.63 ||- ||11.63 |
|Profit before Tax ||218.11 ||2.73 ||219.44 ||3.39 |
|Tax Charge/ (Credit) ||(50.08) ||(110.05) ||(49.62) ||(109.99) |
|Profit after Tax from continuing operations ||268.19 ||112.78 ||269.06 ||113.38 |
|Other comprehensive expense ||(2.10) ||(2.14) ||(2.10) ||(2.14) |
|Total comprehensive income after tax ||266.09 ||110.64 ||266.96 ||111.24 |
|Profit/ (Loss) brought forward from the previous year ||(454.12) ||(564.76) ||(453.96) ||(565.20) |
|Profits/(Loss) available for Appropriation ||(188.03) ||(454.12) ||(187.00) ||(453.96) |
|Surplus/(Deficit) carried to Balance Sheet ||(188.03) ||(454.12) ||(187.00) ||(453.96) |
2. Operational results and the state of the Company's affairs
On a Standalone basis during the financial year 2021-22 your Company has achievedrevenue from operations of Rs.3901.13 Crores as against Rs.2022.79 Crores in thefinancial year 2020-21 i.e. an improvement of 92.86%. The Net Profit for the financialyear 2021-22 is Rs.268.19 Crores as against Rs.112.78 Crores in the financial year2020-21.
Your Company has achieved significant improvement in EBIDTA to Rs.308.69 Crores in thefinancial year 2021-22 as against Rs.113.30 Crores in the previous year. Your Company'sProfit before Tax for the financial year 2021-22 is Rs.218.11 Crores as against a Profitbefore Tax of Rs.2.73 Crores in the financial year 2020-21.
On a consolidated basis during the financial year 2021-22 your Company achievedrevenue from operations of Rs.4038.08 Crores and Profit before Tax of Rs.219.44 Crores asagainst revenue from operations of Rs.2042.89 Crores and Profit before Tax of Rs.3.39Crores in the previous year. The Net Profit for the financial year 2021-22 is Rs.269.06Crores as against Rs.113.38 Crores in the financial year 2020-21.
On a consolidated basis our earnings per share stood at Rs.10.30 and book value pershare at Rs.22.99 as on March 31 2022.
Your Company focused on widening its product basket by adding full dull and BDDFilament products expanding market reach cost optimization and elevating people'spotential to create a more robust business model.
Your directors did not recommend any dividend for the year under review in view of thefuture growth plans of the Company.
4. Dividend Distribution Policy
On May 5 2021 the Securities and Exchange Board of India ("SEBI") notifiedSEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations2021. Vide this notification SEBI amended Regulation 43A of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 thereby requiring top one thousand listedCompanies (based on the market capitalization of every financial year) to formulatedividend distribution policy which shall be disclosed on the website of the listed entityand a web-link needs to be provided in their Annual Reports.
The Board of Directors of your Company (the "Board") being one of the topone thousand listed companies as per the criteria mentioned above has approved andadopted the Dividend Distribution Policy at its meeting held on May 19 2021. The DividendDistribution Policy of the Company is available on the Company's websitehttp://www.indoramaindia.com/pdf/ Policy-on-Dividend-Distribution.pdf.
5. Transfer to Reserve
No amount is proposed to be transferred to Reserves
6. Change in the Nature of Business
There was no change in the nature of the business of the Company during the year.
7. Future Growth Plans of the Company
The Board has considered and approved an expansion plan of Rs.600 Crores in the Companyand its Wholly Owned Subsidiary(s) ("WOS") towards the addition of balancingequipment for value addition and diversifying into 700 TPD PET Resin manufacturingfacility at its Butibori Plant.
Capital expenditure of PET Resin business is being envisaged in Indorama Yarns PrivateLimited WOS of the Company.
To have operational efficiency and better controls 39 (Initially envisaged 50) DTYMachines are being envisaged towards balancing equipment for value additi'on in a new"WOS" Indorama Ventures Yarns Private Limited incorporated on July 5 2021.
The commercial production for the growth projects is likely to be started in a phasedmanner up to the fourth quarter of the financial year 2022-23.
8. Share Capital
Your Company's Paid-up Equity Share Capital as on March 31 2022 stood at Rs.261.11Crores. During the year under review the Company has neither issued shares withdifferential voting rights nor granted stock options or sweat equity. As on March 312022 none of the Directors of the Company holds shares except Mr. Om Prakash Lohia andMr. Vishal Lohia.
9. Compliance with minimum public shareholding requirements set out in the SecuritiesContracts (Regulation) Rules 1957 ("SCRR") SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI LODR Regulations"/ "SEBIListing Regulations") and SEBI (Substantial Acquisition of Shares and Takeovers)Regulations 2011 ("SAST Regulations")
Pursuant to the completi'on of preferenti'al issuance and acquisition of sharestendered by the Company in the open offer on May 31 2019 the aggregate promotershareholding increased to 81.72% from 74.94%. Consequently public shareholding in theCompany dropped from 25.06% (Prior to the open offer) to 18.28% (post open offer). YourCompany complied with the MPS requirement on February 15 2021 as mandated underRegulation 38 of the SEBI LODR Regulations.
The National Stock Exchange of India Limited vide its letters dated December 7 2020March 24 2021 and July 5 2021 and BSE Limited vide its emails dated December 7 2020March 24 2021 and July 5 2021 have levied monetary fines on the Company amounting toRs.985300/- (Indian Rupees Nine Lakhs Eighty-Five Thousand Three Hundred only) eachaggregati'ng Rs.1970600/- (Indian Rupees Nineteen Lakhs Seventy Thousand Six Hundredonly) for non-compliance with Regulation 38 of SEBI LODR Regulations. Your Company haspaid the monetary fines towards the same during the financial year 2021-22. Now thematter stands closed.
10. 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 Reporting Committee.
The details of the Committees along with their composition number of meeti'ngs andattendance at the meeti'ngs are provided in the Corporate Governance Report.
11. Meeting of the Board of Directors
During the financial year 2021-22 your Company convened and held four (4) BoardMeeti'ngs. The details of the Board Meeting with regard to the dates and attendance ofeach of the Directors thereat have been provided in the Corporate Governance Report. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013 and SEBI Listing Regulations.
12. Directors and Key Managerial Personnel
During the year under review Dr. Arvind Pandalai (DIN: 00352809) resigned on August30 2021 from the Board of Directorship after completing his second term. The Boardplaces on records its appreciation towards his invaluable contribution during his tenureas Non-Executive Independent Director of the Company.
As recommended by the Nomination and Remuneration Committee and approved by the Boardvide Circular Resolution No. 03 dated November 25 2021 Mr. Dharmpal Agarwal (DIN:00084105) has been appointed as Non-Executive Independent Director under Section 149(10)of the Companies Act 2013 and SEBI Listing Regulations to hold office for 5 (five)consecutive years effective from November 25 2021 till November 24 2026. Theshareholders of your Company approved his appointment by passing Special Resolutionthrough Postal Ballot via remote e-voting on March 26 2022.
On the recommendation of the Nomination and Remuneration Committee the Board approvedthe re-appointment of Mr. Vishal Lohia as Whole-ti'me Director of the Company for anotherterm of 3 (Three) years w.e.f. April 1 2022 ti'll March 31 2025 in its meeting held onFebruary 10 2021. The shareholders of your Company approved his re-appointment by passingSpecial Resoluti'on through Postal Ballot remote e-voting on March 26 2022.
In accordance with the Companies Act 2013 and Arti'cles of Association of the CompanyMr. Hemant Balkrishna Bal (DIN: 08818797) the Whole-time Director of the Company isretiring by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. A resolution seeking shareholders' approval for hisre-appointment along with other required details forms part of the Noti'ce. The Boardrecommends his re-appointment.
Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the Company ("KMP") as on March 31 2022 are Mr.Hemant Balkrishna Bal Mr. M. N. Sudhindra Rao Mr. Umesh Kumar Agrawal and Mr. PawanKumar Thakur.
During the year the Non-Executive Directors of the Company had no pecuniaryrelati'onship or transacti'ons with the Company other than sitting fee to attend themeeti'ngs of the Board and its Committees.
13. Declaration by Independent Director of the Company
For the financial year 2021-22 all the Independent Directors of the Company have giventheir declaration to the Company that they meet the criteria of independence as laid downunder Section 149(7) read with Section 149(6) of the Companies Act 2013 and Regulation 16of SEBI LODR Regulations and affi'rmed compliance with Code of Ethics and BusinessPrinciples as required under Regulation 26(3) of SEBI LODR Regulations as amended.
The appointment and tenure of the Independent Directors including the code forIndependent Directors are available on the Company's websitehttp://www.indoramaindia.com/ pdf/policies/Code-for-Independent-Directors-REVISED.pdf.
14. Nomination and Remuneration Policy
On the recommendation of the Nomination and Remuneration Committee the Board hasadopted a policy for the selection and appointment of Directors senior managementpersonnel and remuneration including criteria for determining qualifications positiveattributes Independence of Directors and other matters pursuant to Section 178(3) of theCompanies Act 2013. The said policy is posted on the Company's websitehttps://www.indoramaindia.com/pdf/policies/Nominati'on- Remuneration-Policy-REVISED.pdf.
15. Board Evaluation
Your Company has devised a formal process for annual evaluation of the performance ofthe Board its committees and Individual Directors ("Performance Evaluati'on")which include criteria for performance evaluation of Non-Executive Directors andExecuti've Directors as laid down by the Nomination and Remuneration Committee and theBoard. It covers the areas relevant to the functioning of Independent Directors or otherdirectors members of the Board or its committees. The Independent Directors carried outannual performance evaluati'on of the Chairman and Managing Director and Whole-timeDirectors. 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 onevaluation received from respective Committees. A Consolidated Report was shared with theChairman of the Board for his review and giving feedback to each Director.
16. Separate Meeting of Independent Directors
In terms of the requirements under Schedule IV of the Companies Act 2013 andRegulation 25(3) of SEBI Listi'ng Regulations a separate meeting of the IndependentDirectors was held on February 10 2022. The Independent Directors at the meetinginter-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 ofWhole-time Director/ Executive Directors and Non-Executive Directors; and
Assessed the quality quantity and timeliness of the flow of informationbetween the Company management and the Board that is necessary for the Board toeffectively and reasonably perform its duties.
18. Familiarisation program for Independent Directors
The details of the familiarizati'on programme undertaken during the year have beenprovided in the Corporate Governance Report along with a weblink thereof.
18. Secretarial Standards
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meeting of the Board of Directors and General Meeting respectively have been dulyfollowed by the Company.
19. 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 2022the applicable accounting standards have been followed and there are no materialdepartures;
(ii) that the accounti'ng policies selected and applied are consistent and thejudgments and estimates made 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 year and of the profit of theCompany for that period;
(iii) that proper and sufficient care has been taken for the maintenance of adequateaccounti'ng records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(iv) that the Annual Accounts for the year ended March 31 2022 have been prepared ona going concern basis.
(v) that the internal financial controls laid down by the Board and being followed bythe Company are adequate and were operating effectively.
(vi) that the proper systems devised by Directors to ensure compliance with theprovisions of all applicable laws 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 andSecretarial Auditors and external consultants including audit of Internal FinancialControls over financial reporti'ng 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 are adequate andeffective during the financial year 2021-22.
20. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
The information required pursuant to Section 134(3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 relati'ng to conservati'on ofenergy technology absorption foreign exchange earnings and outgo is annexed and forms apart of this Report.
21. Related Party Transactions
There were no materially significant related party transactions made by the Companywhich may have potential conflict with the interest of the Company. Related partytransactions that were entered into during the year under review were on an arm's lengthbasis and were in the ordinary course of business. The particulars of material-relatedparty 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 2014is annexed and forms a part of this Report.
All Related Party Transacti'ons are placed before the Audit Committee for approval.
Shareholders of your Company approved through postal ballot remote e-voti'ng on March26 2022 material related party transacti'on which is more than 10% of the auditedannual consolidated turnover of the Company basis previous financial year 2020-21entered into with Indorama Petrochem Limited Thailand for purchase of PurifiedTerephthalic Acid (PTA) not exceeding Rs.500 Crores for the financial year 2021-22.
Further suitable disclosures as required under the Accounti'ng Standards have beenmade to the notes of the Financial Statements.
The Board has approved a policy of the Related Party Transacti'ons which has beenuploaded on the Company's website http://www.indoramaindia.com/pdf/policies/Policy-on-Materiality-of-Related-Party-Transaction-REVISED.pdf.
22. Particulars of Employees and Related Disclosures
Disclosures pertaining to remunerati'on and other details as required under Secti'on197(12) of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment andRemunerati'on of Managerial Personnel) Rules 2014 are annexed and form a part of thisReport.
Particulars of the employee as required under Section 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended forms part of this Report. However inpursuance of Secti'on 136(1) of the Companies Act 2013 this report is being sent to theshareholders of the Company excluding the said remuneration.
A statement showing the names and other particulars of the employees drawingremuneration over the limits set out in the said Rules forms part of this Report. The saidinformation is available for inspecti'on at the registered office of the Company duringworking hours up to the date of the Annual General Meeting. Any member interested inobtaining such informati'on may write to the Company Secretary and the same will befurnished on request.
23. Corporate Social Responsibility (CSR) Committee
Your Company aims to remain committed to society through its social responsibilitystrongly connected with the principle of sustainability an organization 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 comprisesDirectors namely Mr. Om Prakash Lohia as the Chairman Mr. Vishal Lohia Mr. HemantBalkrishna Bal Mr. Dilip Kumar Agarwal and Mrs. Ranjana Agarwal as Members. The CSRCommittee of the Company has laid down the policy to meet the Corporate SocialResponsibility. The CSR Policy includes any activity that may be prescribed as CSRactivity as per the Rules of the Companies Act 2013.
The CSR Committee met twice during the year to review the Corporate SocialResponsibility Policy and due to the average net profit for the last three years beingnegative your Company did not allocate/ is not required to spend any amount on the CSRactivities during the year under review.
The detailed CSR policy of the Company is also available on the Company's websitehttps://www.indoramaindia.com/ pdf/policies/CSR-Policy-REVISED.pdf
24. Business Responsibility Report
In compliance with Regulation 34 of SEBI LODR Regulations the Business ResponsibilityReport detailing various initiatives taken by the Company on Environmental Social andGovernance fronts is annexed and forms a part of this Report.
The Board has adopted Business Responsibility Policy. The said policy has beendisclosed on the Company's website http:// www.indoramaindia.com/pdf/BR-Policy.pdf.
25. Information under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
Your Company has constituted an Internal Complaints Committee under Secti'on 4 of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. During the year no complaint was filed before the said Committee.
Your Company has a Policy on "Prevention of Sexual Harassment of Women atWorkplace" and matters connected therewith or incidental thereto covering all theaspects as contained under "The Sexual Harassment of Women at Workplace (Preventi'onProhibiti'on and Redressal) Act 2013". The Policy on the "Prevention of SexualHarassment of Women at Workplace" of the Company is available on the Company'swebsite http://www.indoramaindia.com/pdf/ policies/POSH-IRSL-REVISED.pdf.
26. Audit Committee
The Audit Committee of the Board consists of Mr. Dhanendra Kumar as Chairman Mr.Vishal Lohia Mr. Hemant Balkrishna Bal Mr. Suman Jyoti' Khaitan Mrs. Ranjana Agarwaland Mr. Dharmpal Agarwal as its other Members. The Company Secretary is the Secretary ofthe Committee. The details of terms of reference of the Audit Committee number and datesof meeti'ngs held attendance of the Directors and remunerati'ons paid to them are givenseparately in the attached Corporate Governance Report.
During the year there were no instances where the Board had not accepted therecommendations of the Audit Committee.
27. Vigil Mechanism / Whistle Blower Policy
In compliance with the provisions of Secti'on 177(9) of the Companies Act 2013 andSEBI Listi'ng Regulations the Company has framed a Whistle Blower Policy/ Vigil Mechanismfor Directors Employees and Stakeholders for reporti'ng genuine concerns about anyinstance of any irregularity unethical practice and/or misconduct. Besides as per therequirement of Clause 6 of Regulation 9A of SEBI (Prohibition of Insider Trading)Regulations as amended by SEBI (Prohibition of Insider Trading) (Amendment) Regulations2018 the Company ensures to make employees aware of such Whistle Blower Policy to reportinstances of leak of unpublished price sensitive information. The Vigil Mechanism providesfor adequate safeguards against victi'mizati'on of Directors or Employees or any otherperson who avail of the mechanism and also provides direct access to the Chairperson ofthe Audit Committee. The details of the Vigil Mechanism/ Whistle Blower Policy are alsoposted on the Company's website http://www.indoramaindia.com/pdf/policies/Whistle-Blower-Policy-REVISED.pdf.
28. Credit Rating
During the year India Rati'ngs and Research (Ind-Ra) has upgraded the Long-Term IssuerRating of Indo Rama Syntheti'cs (India) Limited to "INDA-". The outlook isStable. The Instrument wise rating action is as follows:
|Instrument Type ||Amount (Billion) ||Rati'ng/outlook ||Rati'ng acti'on |
|Term Loans ||Rs.2.94 (Reduced from ^4.46) ||IND A-/Stable ||Upgraded |
|Working Capital Facilities ||Rs.11.05 (Increased from ^9) ||IND A-/Stable/ IND A2+ ||Upgraded |
29. Subsidiary Companies
Presently your Company has two WOS viz. Indorama Yarns Private Limited incorporatedon August 16 2019 and Indorama Ventures Yarns Private Limited incorporated on July 52021. The Board has approved the formati'on of a new WOS Indorama Ventures Yarns PrivateLimited for the expansion plan of the Company by adding DTY Machines towards balancingequipment for value addition.
There are no Associate Companies or Joint Venture Companies within the meaning ofSection 2(6) of the Companies Act 2013.
Pursuant to provisions of Secti'on 129(3) of the Companies Act 2013 read with Rule 5of the Companies (Accounts) Rules 2014 a statement containing salient features of theFinancial Statements of the Company's Subsidiary in Form AOC-1 is attached to theFinancial Statements of the Company.
30. Consolidated Financial Statements
Your Company has prepared a Consolidated Financial Statement of the Company and itsSubsidiary namely Indorama Yarns Private Limited and Indorama Ventures Yarns PrivateLimited in the form and manner as that of its own duly audited by M/s Walker Chandiok& Co LLP (FRN 00/076N/N 500013) the Statutory Auditors in compliance with applicableaccounting standards and the SEBI LODR Regulations as amended.
The Consolidated Financial Statements for the year ended March 31 2022 form part ofthis Report and Financial Statements. The same shall be laid before the Members of theCompany at the AGM while laying its Financial Statements under sub-Section (2) of theSection 136 of the Companies Act 2013.
Further pursuant to provisions of Section 136 of the Companies Act 2013 theFinancial Statements of the Company Consolidated Financial Statements along with therelevant documents and separate Audited Accounts in respect of Subsidiary are available onthe Company's website https://www.indoramaindia.com/subsidiary.php. Shareholders desirousof obtaining the Financial Statements of the Company's Subsidiary may obtain the same uponrequest by email to the Company i.e. corp@indorama-ind. com.
Your Company does not have any material subsidiary in the immediately precedingaccounti'ng year. However as per Regulation 16 of the SEBI Listing Regulations theCompany has adopted the policy for determining a 'material subsidiary' which states thata material subsidiary means a subsidiary whose income or net worth exceeds 10% of theconsolidated income or net worth respectively of the Company and its subsidiaries in theimmediately preceding accounting year.
A policy on "material subsidiaries" was formulated by the Audit Committee ofthe Board and the same is also posted on the Company's websitehttp://www.indoramaindia.com/pdf/policies/Policy-for-Determining-Material-Subsidiary-REViSED.pdf.
31. Statutory Auditor and Auditors' Report
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Rules madethereunder your Company at its Thirty-two Annual General Meeti'ng appointed M/s WalkerChandiok & Co LLP (FRN 00/076N/N 500013) as Statutory Auditors of the Company for aninitial term of five consecutive years i.e. from the conclusion of the 32nd AnnualGeneral Meeti'ng of the Company held on July 28 2018 until the conclusion of 37th AnnualGeneral Meeting of the Company to be held in the year 2023. The Statutory Auditors haveconfirmed 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 ofthe Company for the financial year 2021-22 forms part of the Annual Report. The notes onfinancial statements referred to in the Auditors Report are self-explanatory and do notcall for further comments. The observations of the Auditors are explained wherevernecessary in the appropriate Notes on Accounts. The Auditors' Report does not contain anyqualifications reservations or adverse remarks. During the year under review theAuditors had not reported any matter under Section 143(12) of the Companies Act 2013therefore no details are required to be disclosed under Section134(3)(ca) of the CompaniesAct 2013.
32. Cost Auditor
In compliance with the provisions of the Companies Act 2013 and relevant rules yourCompany has been maintaining Cost Records.
In conformity with the directives of the Central Government the Company has appointedMr. R. Krishnan Cost Accountant (Membership No.7799) as Cost Auditor under Section 148 ofthe Companies Act 2013 for audit of the Cost Record of the Company to carry out the auditof cost records maintained by the Company for the financial year 2021-22.
Your Company has received consent from Mr. R. Krishnan Cost Accountant forre-appointment as Cost Auditor for the financial year 2022-23 in accordance with theapplicable provisions of the Companies Act 2013 and Rules framed thereunder. Theremuneration of Cost Auditor has been approved by the Board on the recommendation of theAudit Committee and the requisite resoluti'on for rati'ficati'on of remuneration of CostAuditor by the members has been set out in the notice of the Thirty-sixth Annual GeneralMeeting of your Company.
33. Internal Auditor
Your Company has appointed M/s S. S. Kothari Mehta & Company as Internal Auditorsunder Section 138 of the Companies Act 2013 and Rules made thereunder. The scopefunctioning periodicity and methodology for conducting internal audit were approved bythe Board and reviewed by the Audit Committee from time to time.
34. Secretarial Auditor
Pursuant to the provision of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardhas 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 forconducting the Secretarial Audit for the financial year 2021-22.
The Secretarial Audit Report of CS Jaya Jadav Practi'cing Company Secretary in FormMR-3 for the year ended March 31 2022 is annexed and forms a part of this Report. TheSecretarial Audit Report is self-explanatory and does not call for any further comments.The Secretarial Audit Report does not contain any qualification reservation adverseremarks or disclaimer. During the year under review the Secretarial Auditor had notreported any matter under Section 143(12) of the Companies Act 2013 therefore no detailsare required to be disclosed under Section134(3)(ca) of the Companies Act 2013.
35. Qualification Reservation or Adverse Remark in the Audit Reports
There is no qualification reservation or adverse remark made by the Statutory andSecretarial Auditors in their Audit Reports issued by them.
36. Public Deposits
During the financial year 2021-22 your Company did not invite or accept any depositfrom the public.
37. Internal Control Systems and its Adequacy
As per the provision of Section 134(5)(e) of the Companies Act 2013 the Company hasin place an Internal Control System designed to ensure proper recording of financial andoperational information and compliance with various internal controls and other regulatoryand statutory compliances. A Self-certification exercise is also conducted by which seniormanagement certifies the effectiveness of the internal control system of the Company. Theinternal audit has been conducted by a qualified external Internal Auditors. The findingsin the Internal Audit Report are reviewed by the Management and by the Audit Committee ofthe Board and proper follow-up actions are ensured wherever required. The StatutoryAuditors have evaluated the internal financial controls framework of the Company and havereported that the same are adequate and commensurate with the size of the Company and thenature of its business.
38. Particulars of Loans Guarantee or Investments
There are no Loans Guarantees made by your Company during the financial year 2021-22however the Company has additionally acquired 2000000 (Twenty Lakhs) Equity Shares @Rs.10/- each aggregating to Rs.20000000/- (Indian Rupees Two Crores only) of IndoramaVentures Yarns Private Limited its Wholly Owned Subsidiary on March 30 2022. Details aregiven in the notes to the Financial Statements.
All the properties including buildings plants and machinery and stocks haveadequately been insured.
40. Particulars of Loans/ Advances/ Investments as required under Schedule V of SEBIListing 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 asrequired under Part A of Schedule V of SEBI Listing Regulations have been provided in theNotes to the Financial Statements of the Company. Further there was no transaction withthe person/ enti'ty belonging to the Promoter and Promoter Group which holds 10% or moreshareholding in the Company as per Para 2A of the aforesaid schedule.
41. Risk Management
On May 5 2021 SEBI noti'fied SEBI (Listing Obligations and Disclosure Requirements)(Second Amendment) Regulations 2021 effective from May 6 2021 and amended Regulation21 of SEBI Listing Regulations thereby requiring the top one thousand listed Companies(based on market capitalization at the end of the immediate previous financial year) tomandatorily formulate Risk Management Committee
Based on the above noti'ficati'on the formati'on of the Risk Management Committee ismandatory for the Company w.e.f. May 6 2021. Your Company has its Risk ManagementCommittee duly formulated by the Board. However the role and responsibilities of theRisk Management Committee have been reviewed and approved by the Board at its meeti'ngheld on May 19 2021. The same is provided in the Corporate Governance Report.
The Board has constituted Risk Management Committee to identify elements of risk indifferent areas of operations and to develop a policy for actions associated to mitigatethe risks. It regularly analyses and takes corrective actions for managing/ miti'gati'ngthe same. Your Company's Risk Management framework ensures compliance with the provisionsof SEBI Listing Regulations.
The shares of your Company are listed at both BSE Limited and National Stock Exchangeof India Limited Mumbai. The listing fees to the Stock Exchanges for the financial year202223 have been paid.
43. Significant and material orders passed by the Regulators Courts or Tribunal
No significant and material orders passed by the Regulators Courts or Tribunal impactthe going concern status and the Company's operations in the future.
44. Management Discussion and Analysis
In compliance with Regulation 34 of the SEBI Listing Regulations a separate Section onthe Management Discussion and Analysis as approved by the Board which includes detailson the state of affairs of the Company is annexed and forms a part of this Report.
45. Corporate Governance
Corporate Governance Report along with Practicing Company Secretary Certi'ficatecomplying with the conditi'ons of Corporate Governance as stipulated in Regulation 27 ofSEBI LODR Regulations has been annexed and forms a part of this Report.
46. Transfer of Unclaimed Dividend/ Equity Shares to Investor Education and ProtectionFund (lEPF) Authority
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) Authority.
Pursuant to the provisions of the Investor Education and Protection Fund your Companyhas uploaded the details of unpaid and unclaimed dividend amounts lying with the Companyas on March 31 2021 on the Company's website www.indoramaindia.com and also on theMinistry 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 hastransferred 40729 (Forty Thousand Seven Hundred Twenty Nine) equity shares of Rs.10/-each of the Company held by various Investors physical as well as dematerialized formwhose dividend amount is unclaimed/ unpaid for seven years to Suspense Account of theInvestor Education and Protection Fund (IEPF) Authority during the financial year 2021-22and the details thereof uploaded on the Company's websitehttps://www.indoramaindia.com/pdf/ Form-IEPF-4_2013-14.pdf.
47. Industrial Relations/ Human Resources
Your Company maintained healthy cordial and harmonious industrial relations at alllevels during the year under review. Your Company firmly believes that a dedicatedworkforce consti'tutes the primary source of sustainable competi'ti've advantage.Accordingly human resource development continues to receive focused attention. Yourdirectors wish to place on record their appreciation for the dedicated and commendableservices rendered by the staff and workforce of your Company.
48. Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 theAnnual Return as on March 31 2022 is available on the Company's website http://www.indoramaindia.com/annual-return.php.
49. Material Changes and Commitments if any affecting the financial position of theCompany
There are no material changes and commitments affecting the financial positi'on ofyour Company that has occurred between the year ended March 31 2022 and the date of thisDirectors' Report.
50. Disclosures with respect to Demat Suspense Account/ Unclaimed Suspend Account
The relevant details in this regard have been provided in the Corporate GovernanceReport annexed and form a part of this Report.
51. Code of Conduct for the Directors and Senior Management Personnel
The Code of Conduct for the Directors and Senior Management Personnel has been postedon the Company's website https:// www.indoramaindia.com/pdf/policies/Code-of-Conduct-for-Directors-n-Sr-Management-REVISED.pdf.
The Chief Executi've Officer of the Company has given a declarati'on that all theDirectors and Senior Management Personnel concerned affirmed compliance with the Code ofConduct with reference to the year ended March 31 2022 and a declaration is attachedwith the Annual Report.
52. CEO and CFO Certification
Pursuant to SEBI Listing Regulations CEO and CFO Certification is attached with theAnnual Report. CEO and CFO also provide quarterly certi'ficati'on on financial resultswhile placing the financial results before the Board in terms of SEBI Listing Regulations.
53. Nodal Officer
Mr. Pawan Kumar Thakur Company Secretary is the Nodal Officer of the Company under theprovisions of IEPF. The details of the Nodal Officer are available on the Company'swebsite www.indoramaindia.com.
Your Company has been able to operate responsibly and efficiently because of theculture of professionalism creativity integrity ethics good governance and continuousimprovement in all functions and areas as well as the efficient uti'lizati'on of theCompany's resources for sustainable and profitable growth.
Your directors hereby wish to place on record their appreciation of the efficient andloyal services rendered by every employee more parti'cularly during this challengingti'me without whose whole-hearted efforts the overall sati'sfactory performance wouldnot have been possible. Your directors also record their grateful appreciation for theencouragement assistance and cooperation received from members government authoritiesbanks customers and all other stakeholders. Your directors look forward to the longtermfuture with confidence.
| ||For and on behalf of the Board |
| ||Om Prakash Lohia |
|Place: Gurugram ||Chairman and Managing Director |
|Date: April 28 2022 ||(DIN 00206807) |