Indo Rama Synthetics (India) Ltd.
|BSE: 500207||Sector: Industrials|
|NSE: INDORAMA||ISIN Code: INE156A01020|
|BSE 00:00 | 18 Oct||25.85||
|NSE 00:00 | 18 Oct||25.80||
|Mkt Cap.(Rs cr)||675|
|Mkt Cap.(Rs cr)||674.97|
Indo Rama Synthetics (India) Ltd. (INDORAMA) - Director Report
Company director report
The Board of Directors is pleased to present the Company's 32nd Annual Report alongwith the Audited Financial Statements of your Company for the financial year ended 31stMarch 2018.
1. Financial Highlights
The financial performance of the Company for the year ended 31st March 2018 issummarized below:
(Rs. In Crores)
2. Operational and Financial Review
During the financial year 2017-18 we achieved revenue from operations of ' 2313.70crore (' 2701.05 crore in 2016-17) on account of focused marketing efforts and betteroutreach to customers nationally and internationally. Our net loss for the year was of '82.02 crore against loss of ' 84.23 crore in the financial year 2016-17. Our earnings pershare stood at ' (5.45) and book value per share at ' 27.64 as on 31st March 2018.
Your Company focused on widening product basket expanding market reach costoptimization 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 volumes and value-added products.
3. Dividend and Reserves
I n 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 during the financialyear.
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 2018 andthe date of this report i. e. 28th May 2018.
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) Share Allotment and 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
During the financial year 2017-18 you Company has convened and held six (6) 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:
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 2017-18.The Appointment and Tenure of the IndependentDirectors including code for Independent Directors are available on the website of theCompany www.indoramaindia.com .
Mr. Vishal Lohia Whole Time-Director of the Company Retire by Rotation at the ensuing32nd Annual General Meeting and being eligible offers himself for reappointment.
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 32nd Annual General Meeting of the Company scheduled to be held on Saturday28th July 2018.
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.
During the year Mr. Anant Kishore Chief Executive Officer (CEO) of the Companyretired from the post of CEO/KMP of the Company with effect from 7th April 2017 and Mr.Sanjeev Aggarwal Chief Financial Officer of the Company resigned from the post of CFO/KMPof the Company with effect from 30th November 2017.
Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the Company is Mr. Jayantk Sood CHRO & Company Secretary.
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 Directorsof the Company other than sitting fee for attending the meetings of the Board andCommittees of the 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 Whole-time Director is governed by the recommendation ofNomination and Remuneration Committee Resolutions passed by Board of Directors andshareholders of the Company at the General Meetings and such other approvals pursuant tothe provisions of the Companies Act 2013. The Company has displayed the Nomination andRemuneration Policy on its website www.indoramaindia.com .
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 the 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 and 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 7th February 2018. The Independent Directors at the meetinginter-alia reviewed the following:-
a Performance of Non-Independent Directors and Board as a whole;
A Performance of the Chairperson of the Company taking into account the views ofExecutive Directors and Non-Executive Directors; and
A 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. Familiarization program for independent directors
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 www. indoramaindia.com.
15. Secretarial Standards
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2relating to Meetings of the Board of Directors and General Meetings respectively havebeen duly followed by the Company.
16. Directors' Responsibility Statement
Your Directors state that:
(a) in the preparation of Annual Accounts for the year ended 31stMarch2018 theapplicable Accounting Standards read with requirements set out under Schedule- III to theAct have been followed and there are no material departures from the same;
(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 March2018 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 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 adequate andeffective during the financial year 2017-18.
17. Particulars of Employees and Related Disclosures
In terms of the provision s 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 2014asamended a statement showing the names and other particulars of the employees drawingremunerationin excess of the limits set out in the said rules are provided in the AnnualReport which forms part of this Report.
Disclosures relating to remuneration and other details as required under Section197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are provided in the Annual Report which forms part of thisReport.
i n 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. Any memberinterested in obtaining such information may write to the Company Secretary and the samewill be furnished on request.
18. Policy on Prevention of Sexual Harassment
The Company has a Policy on "Prevention of Sexual Harassment of Women atWorkplace" and matters connected therewith or incidental thereto covering all theaspects as contain under "The Sexual Harassment of Women 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 www.indoramaindia.com .
19. 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 year there were no instances where the Board had not accepted therecommendations of the Audit Committee.
20. 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 againstvictimization and protected disclosures can also be reported orally byleaving 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.indoramaindia.com .
21. Conversion of Global Depository Receipts (GDRs)
901000 Global Depository Receipts (GDRs) were converted into 7208000 Equity Sharesof ' 10/- each on 7th February 2017 and 383500 GDRs were also converted into 3068000Equity Shares of ' 10/- each of the Company on 15th April 2017 in the name of BrookgrangeInvestments Limited a Promoter Group Company.
The above converted Equity Shares were also listed at BSE Limited and National StockExchange of India Limited Mumbai.
Since all the Global Depository Receipts (GDR's) are duly converted into equity sharesand the Depositary Agreement has been terminated accordingly the GDR's program/ facilityde-listed from the Luxembourg Stock Exchange with effect from 16th October 2017.
22. Allotment Optionally Convertible Debentures (OCDs)
The Company has allotted 20 (Twenty) unsecured 12% Optionally Convertible Debentures(OCDs) to the Promoter of the Company (Preferential Basis) on 24th January 2018 bearingface value of ' 10000000/- each as per the Securities and Exchange Board of India(Issue of Capital and Disclosure Requirements) Regulations 2009.The said OCDs areconvertible into equity shares at the option of OCD holder within a period of twelvemonths subject to maximum eighteen months from the date of allotment.
23. Credit Rating
The Company's financial discipline and prudence is reflected in the credit ratingsascribed by CARE Ratings CARE BB (Double BB).
24. Subsidiary Joint Venture and Associate Company
The Company has no any Subsidiary Joint Venture or Associate Companies within themeaning of Section 2(6) of the Companies Act 2013.
25. Related Party Transactions
Your Company has formulated a policy on related party transactions which is alsoavailable on Company's website www.indoramaindia.com . This policy deals with the reviewand approval of related party transactions. The Board of Directors of the Company hasapprovedthe 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 Financial Statements and form part of this Board's Report. The particularsof contracts or arrangements with related parties prepared under Section 188(1) ofCompanies 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.
26. Statutory Auditors
Your Company pursuant to the provisions of sections 139 142 and other applicableprovisions if any of the Companies Act 2013 read with the Companies(Audit and Auditors)Rules2014 as may be applicable and pursuant to the recommendations of the AuditCommittee M/s Walker Chandiok & Co LLP (FRN 00/076N/N 500013) appointed as statutoryAuditors of the Company in place of retiring Auditors M/s B S R and Associates CharteredAccountants (ICAI Firm Registration No. 128901W) to hold office from the conclusion thisAnnual General Meeting (AGM) until the conclusion of the 37th AGM subject to ratificationby the members at every year as applicable at such remuneration and out of pocketexpenses as may be decided by the Board of Directors of the Company.
With regard to the observations made by the Auditors' in paragraph 4(i) and 4(ii) wewould like to inform that:
i) t he Company is of the view on paragraph 4(i) that its business comprises ofPolyester products which had been highly competitive resulting into losses in the currentas well as previous period but over the period the demand and supply in the industry hasbalanced resulting in improved plant operating rate. This has resulted in improved profitmargins in the industry. The Company has also taken several initiatives to improve itsoperational performance in terms of specialty products cost control initiatives andaddition of new customers. The Company hasplans to secure additional working capital fundsto ease the liquidity position and improve the capacity utilization. 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.
ii) i n respect of paragraph 4(ii) on the basis of legal advice the amounts recognisedare fully recoverable.
27. Cost Auditors
Your Company as recommended by the Audit Committee appointed Mr. R. Krishnan CostAccountants (Membership No. 7799) New Delhi as Cost Auditors of the Company forconducting the audit of cost records of the Company for the financial year 2017-18 i.e.from 1st April 2017 to 31st March 2018 to fill the casual vacancy caused due to saddemise of Shri S. N. Balasubramanian Partner of M/s Balaji & Associates CostAccountants (Firm Registration No. 000112)on 20th November 2017 and the remunerationpayable to the Cost Auditors has tobe ratified by the members in the ensuing 32nd AnnualGeneral Meeting of the Company.
The Company has also appointed Mr. R. Krishnan Cost Accountants (Membership No. 7799)as Cost Auditors of the Company for the financial year 201819 in accordance with theapplicable provisions of the Companies Act 2013 and Rules framed thereunder asrecommended by the Audit Committeeand the requisite resolution for ratification ofremuneration of Cost Auditors by the members has been set out in the notice of 32nd AnnualGeneral Meeting of your Company.
28. Secretarial Auditor
The Board has appointed M/s Sanjay Grover and Associates Company Secretaries (FirmRegistration Number P2001DE052900) to conduct the Secretarial Audit for the financialyear 2018-19.
The Secretarial Audit report for the financial year ended 31st March 2018 is annexedherewith and marked as Annexure - 2 to this Board's Report.
The Secretarial Auditors of the Company have given a qualified report for the financialyear 2017-18. The Management's Reply to the observations is submitted as under:
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 theAnnexure - 3 forming part of this Board's Report.
30. Public Deposits
During the Financial Year 2017-18 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 organization 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 followup 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 Financial Statements for the financial year 2017-18.
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 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.
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 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 comprisingof Mr. Om Prakash Lohia as the Chairman Mr. Vishal Lohia and Dr. Arvind Pandalai 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 ' 2883400/- (Rupees Twenty Eight LakhsEighty Three Thousand Four Hundred only) for various CSR activities under taken by theCompany during the financial year 2017-18.
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 Companywww.indoramaindia . com.
The shares of your Company are listed at BSE Limited and National Stock Exchange ofIndia Limited Mumbai. The listing fees to the Stock Exchanges for the financial year2018-19 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 Securities and Exchange Boardof India (SEBI). Your Company has also implemented several best corporate governancepractices. The Report on Corporate Governance as stipulated under Regulation 34 of theSecurities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 forms integral part of this Annual Report.
The requisite certificate from the Practicing Company Secretary confirming compliancewith the conditions of corporate governance as stipulated under the aforesaid Regulationis 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 on19th September 2017 (date of last Annual General Meeting) on the Company's website
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 700 numbers of employees of the Companyas on 31st March 2018.
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.
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
Chairman & Managing Director
Date: 28th May 2018