You are here » Home » Companies » Company Overview » Indo Rama Synthetics (India) Ltd

Indo Rama Synthetics (India) Ltd.

BSE: 500207 Sector: Industrials
NSE: INDORAMA ISIN Code: INE156A01020
BSE 00:00 | 28 Jul 52.00 -1.05
(-1.98%)
OPEN

53.90

HIGH

53.90

LOW

51.50

NSE 00:00 | 28 Jul 52.35 -1.10
(-2.06%)
OPEN

53.75

HIGH

53.75

LOW

50.90

OPEN 53.90
PREVIOUS CLOSE 53.05
VOLUME 9122
52-Week high 62.65
52-Week low 13.75
P/E 6.64
Mkt Cap.(Rs cr) 1,358
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 53.90
CLOSE 53.05
VOLUME 9122
52-Week high 62.65
52-Week low 13.75
P/E 6.64
Mkt Cap.(Rs cr) 1,358
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

To the Members

Your Directors hereby presents their 34th Annual Report on the business and operationsof the Company along with the audited financial statements for the year ended March 312020.

1. Financial Highlights

The financial performance of the Company for the year ended 31st March 2020 issummarised below:

(Rs. In Crores)

Particulars

Standalone

Year Ended

Consolidated Year Ended*
31 March 2020 31 March 2019 31 March 2020
Total Income 2127.94 1699.37 2127.95
Profit before Financial Costs Depreciation Foreign exchange fluctuation Exceptional items and Tax (EBIDTA) 0.66 (88.58) 0.22
Finance Costs 92.31 131.32 92.31
Profit/(loss) before Depreciation Foreign exchange fluctuation Exceptional items and Tax (EBIDTA) (91.65) (219.90) (92.09)
Depreciation 86.00 83.04 86.00
Foreign exchange fluctuation Loss / (Gain). 2.35 3.53 2.35
Profit / (Loss) before Exceptional items and Tax (180.00) (306.47) (180.44)
Exceptional Items 115.19
Pro_t / (Loss) before Tax (180.00) (421.66) (180.44)
Tax Charge /(Credit) 136.10 (150.60) 136.10
Pro_t / (Loss) after Tax from continuing operations (316.10) (271.06) (316.54)
Other comprehensive income/(expense) (net of tax) (1.46) 0.73 (1.46)
Total comprehensive income / (expense) after tax (317.56) (270.33) (318.00)
Profit / (Loss) brought forward from previous year (247.20) 23.13 (247.20)
Pro_ts / (Loss) available for Appropriation (564.76) (247.20) (565.20)
Surplus/(Deficit) carried to Balance Sheet (564.76) (247.20) (565.20)

* Wholly Owned Subsidiary was incorporated on 16th August 2019.

2. Operational results and the state of Company's affairs

On standalone basis during the year 2019-20 we achieved revenue from operations ofRs.2122.05 Crores as against Rs.1694.56 Crores in 2018-19 due to focused marketingefforts and better outreach to customers nationally and internationally. The Company couldachieve positive EBIDTA of Rs.0.66 Crores as against EBIDTA loss of Rs.88.58 Croresprevious year. Our Loss before Tax for the year is Rs.180.00 Crores as against Rs.421.66Crores in 2018-19.

The Company has reassessed the carrying value of deferred taxes and made appropriateadjustment by Rs.136.10 Crores in the carrying value of deferred tax assets based onprudence. The management is confident about the achievement of its long-term business planand availability of sufficient future taxable profits against which deferred tax is fullyrecoverable.

On consolidated basis during the year 2019-20 we achieved revenue from operations ofRs.2122.05 Crores. Our net loss for the year is of Rs.318.00 Crores. There is nocomparable consolidated figures for the year 2018-19 since Wholly Owned SubsidiaryIndorama Yarns Private Limited was incorporated on 16th August 2019.

3. Dividend

In view of loss suffered by the Company your Directors do not recommend any dividendfor the year under review.

4. Transfer to Reserve

No amount is proposed to be transferred to Reserves.

5. Change in the Nature of Business

There was no change in the nature of the business of the Company during the year.

6. Share Capital

During the year under review the authorised share capital of the Company isRs.2750000000/- (Indian Rupees Two Hundred Seventy Five Crore only) divided into275000000 (Twenty Seven Crore Fifty Lakhs) Equity Shares of Rs.10/- each and IssuedSubscribed and Paid-up Share Capital has been increased to Rs.2611131510/- (IndianRupees Two Hundred Sixty One Crore Eleven Lakhs Thirty One Thousand Five Hundred Ten only)divided into 261113151 (Twenty Six Crore Eleven Lakhs Thirteen Thousand One HundredFifty One) Equity Shares of Rs.10/- each from Rs.1781131510/- (Indian Rupees OneHundred Seventy Eight Crore Eleven Lakhs Thirty one Thousand Five Hundred Ten only)divided into 178113151 (Seventeen Crore Eighty One Lakhs Thirteen Thousand One HundredFifty One) Equity Shares of Rs.10/- each.

7. Preferential Issue of Shares and Open Offer

During the year under review pursuant to the Investment Agreement the Company hasallotted 83000000 (Eight Crore Thirty Lakhs) Equity Shares of face value of Rs.10/-(Indian Rupees Ten only) each at a price of Rs.36/- (Indian Rupees Thirty Six only)aggregating amount to Rs.2988000000/- (Indian Rupees Two Hundred Ninety Eight Crore andEighty Lakhs only) to Indorama Netherlands B.V.(Acquirer) on 3rd April 2019 representing31.79% of the Emerging Share Capital.

The Acquirer has made mandatory Open Offer in accordance with the Regulation 3 (1) and4 of SAST Regulations as a result of the direct acquisition of Equity Shares of theCompany by way of a preferential issue.

Your Company made post offer public announcement dated 6th June 2019 informing postopen offer increase in the shareholding of the Acquirer to 38.56% from 31.79% onpreferential issue basis.

8. Compliance with minimum public shareholding requirements set out in theSecurities Contracts (Regulation) Rules 1957 ("SCRR") SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("LODR Regulations")and SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011 ("SASTRegulations")

On 31st May 2019 with the completion of the preferential issuance and acquisition ofshares tendered in the Open Offer the aggregate promoter shareholding in the Companyincreased from 74.94% (prior to the Open Offer) to 81.72% (post the Open Offer).Consequentially the public shareholding in the Company dropped from 25.06% (prior to theOpen Offer) to 18.28% (post the Open Offer).

In light of the above regulations the public shareholding of the Company on droppingto 18.28% (i.e. below 25%) on account of acquisition of equity shares in the Open Offerrequired to be increased to a minimum of 25% by 31st May 2020 (i.e. within 1 year fromthe date of acquisition of equity shared under the open offer).

The Company plans to comply with SCRR as per SEBI Circular no. CFD/CMD/CIR/P/2017/115dated 10th October 2017 read with Circular No. SEBI/HO/CFD/CMD1/CIR/P/ 2020/81 dated 14thMay 2020.

9. Pre-mature Delisting of privately placed Debt Securities

During the year under review the Company has delisted its 19999 Secured RatedRedeemable Non-Convertible Debentures (NCDs) from BSE Limited on 19th September 2019 byprepaying NCDs amount in view of its high cost.

10. Redemption of 20 Crore Unsecured 12% Optionally Convertible Debentures (OCD's)

The Company had allotted 20 (Twenty) unsecured 12% Optionally Convertible Debentures(OCDs) to one of the Promoter of the Company (preferential basis) on 24th January 2018bearing face value of Rs.10000000/- each at par the Securities Exchange Board of India(Issue of Capital and Disclosure Requirements) Regulations 2009. The Company had redeemedfully OCDs on 24th July 2019 as per the terms of the issuance.

11. 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) Share Allotment and Transfer Committee;

v) Corporate Social Responsibility Committee;

vi) Risk Management Committee;

vii) Banking and Finance Committee; and

viii) Business Responsibility Reporting Committee.

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

12. Meeting of the Board of Directors

During the year 2019-20 your Company had convened and held (5) five Board Meetings.The Details of the Board Meeting with regard to their dates and attendance of each of theDirectors thereat have been provided in the Corporate Governance Report. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013and SEBI Listing Regulations.

13. Directors and Key Managerial Personnel

Pursuant to the provisions of Section 149 of the Companies Act 2013 Mr. Ashok KumarLadha and Mr. Suman Jyoti Khaitan were re-appointed as Non-Executive IndependentDirectors for further five consecutive years with effect from 15th May 2019 for a secondterm.

On the recommendation of the Nomination and remuneration Committee the Board hasappointed Mr. Dhanendra Kumar as an Additional Non-executive Independent Director of theCompany with effect from 14th February 2020 who hold office up to the date of ensuingAnnual General Meeting of the Company in terms of Section 161 of the Companies Act 2013("Act") and is eligible for appointment.

In line with the provisions of Sections 149 160 and other applicable provisions of theCompanies Act 2013 read with applicable rules made thereunder and Listing RegulationsMr. Dhanendra Kumar has been appointed as Non-executive Independent Director of theCompany with effect from 14th February 2020.

As recommended by the Nomination and Remuneration Committee and approved by the Boardof Directors vide Circular Resolution No. 1 which was approved by the Board on 17th May2020. Mrs. Ranjana Agarwal (DIN: 03340032) has been re-appointed as Non-ExecutiveIndependent Director under Section 149(10) of the Companies Act 2013 and ListingRegulations to hold office for further 5 (five) consecutive years for a second term witheffect from 18th May 2020 till 17th May 2025 subject to the approval of the shareholdersat the ensuing Annual General Meeting

Mr. Udeypaul Singh Gill (DIN 00004340) was appointed as an Additional Director of theCompany with effect from 3rd April 2019 and he was regularised as Director at the 33rdAnnual general Meeting of the Company held on 26th July 2019.

In accordance with the Companies Act 2013 and Articles of Association of the CompanyMr. Udeypaul Singh Gill (DIN: 00004340) Non-executive Non-Independent Director of theCompany will retire by rotation at the ensuing Annual General meeting and being eligibleoffers himself for re-appointment.

The Board of Directors of the Company at its meeting held on February 14 2019re-appointed Mr. Vishal Lohia (DIN 00206458) as Whole-time Director of the Company for afurther period of 3 (three) years with effect from 1st April 2019 to 31st March 2022subject to approval of the shareholders of the Company. The shareholders of the Companyhave approved his re-appointment as the Annual General Meeting of the Company held on 26thJuly 2019.

Mr. M. N Sudhindra Rao (DIN 01820347) was appointed as an Additional Director witheffect from 3rd April 2019. Mr. Rao was also appointed as the Executive Director and ChiefExecutive Officer/Key Managerial Personnel of the Company for a period of 3 (three)years with effect from 8th April 2019 to 7th April 2022 subject to approval of theshareholders. The shareholders of the Company at the Annual general Meeting held on 26thJuly 2019 approved his appointment.

Mr. Umesh Kumar Agrawal was appointed as Chief Commercial and Chief Financial Officerwith effect from 16th April 2019.

During the year Mr. Jayant K Sood resigned from the post of CHRO and Company Secretaryand Mr. Pawan Kumar Thakur has been appointed as Company Secretary and Compliance Officerof the Company both with effect from 6th August 2019.

Mr. Ashok Kumar Ladha resigned on 25th November 2019 from the Board of Directorship dueto personal reason and the Board places on records its appreciation towards his invaluablecontribution and guidance made by Mr. Ladha during his tenure as Independent Director ofthe Company.

The SEBI has come out with notifications on 9th May 2018 amending the existinglisting Regulations by issuing the SEBI (Listing Obligations Disclosure Requirements)(Amendment) Regulations 2018. The Regulation is effective from 1st April 2019 unless anyother specific date is provided for a specific Regulation Regulation 17 is one of theprovisions in which the amendments have been made by insertion of new sub- regulation (1A)thereunder and same is applicable with effect from 1st April 2019. In term of saidsub-regulation a person shall not be eligible to get appointment as a Non-ExecutiveDirector or in case of existing Non-Executive Director shall be eligible to continue suchdirectorship if he/she has attained the age of 75 (seventy five) years unless theapproval of the shareholders of the Company is obtained by Special Resolution.

Considering the implication of such amendment the same shall result in the immediatevacation of such director as the restriction is not imposed only on the appointment butalso on the continuation of the existing director. In view of the above Company isrequired to take the approval from the shareholders by way of Special Resolutionbeforehand so that the existing Non-executive Director who is about to attain / hasalready attained the age of 75 (seventy five) can continue as a Non- Executive IndependentDirector.

Mr. Dhanendra Kumar (DIN: 05019411) was appointed as Non-Executive Independent Directorof the Company with effect from 14th February 2020 for a period of 5 (five) years from thesaid date till 13th February 2025 subject to approval of the shareholders at the ensuingAnnual General Meeting.

Mr. Dhanendra Kumar (DIN: 05019411) will attain the age of 75 (seventy five) years on5th June 2021.

Keeping in view that the aforesaid director possesses requisite qualifications carryrich and varied experience and also considering his independence it is desirables tocontinue to avail his services as Non-executive Directors of the Company accordinglyboard recommends continuation of his appointment as Non-Executive Independent Director onattaining his age of 75 (seventy five) years on 5th June 2021 for his existing term ofappointment.

Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the Company (KMP) are Mr. M. N. Sudhindra Rao Mr. Umesh KumarAgrawal Mr. Susheel Kumar Mehrotra and Mr. Pawan Kumar Thakur.

Necessary Resolutions for the appointment/ re-appointment of the aforesaid Directorshave been included in the notice convening the ensuing AGM and requisite details have beenprovided in the explanatory statement of the Notice. The Board recommends theirappointment/re-appointment.

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.

14. Declaration by Independent Director of the Company

For the Year 2019-20 all the Independent Directors of the Company have given theirdeclaration to the Company that they meet the criteria of independence as laid down underSection 149(7) read with Section 149(6) of the Companies Act 2013 and Regulation 16 ofthe Listing Regulations and affirmed compliance with Code of Ethics and BusinessPrinciples as required under Regulation 26(3) of SEBI (LODR) Regulations 2015 (asamended).

The Appointment and Tenure of the Independent Directors including code for IndependentDirectors are available on the website of the Company www.indoramaindia.com.

15. Nomination & Remuneration Policy

The Board of Directors of the Company has adopted on recommendation of the Nominationand Remuneration

Committee a policy for selection and appointment of Directors senior management andremuneration including criteria for determining qualifications positive attributesindependence of Directors and other matters provided in section 178 (3) of the CompaniesAct 2013. The said policy has been posted on the website of the Companywww.indoramaindia.com.

16. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI Regulation 17 of ListingRegulations 2015 the Board has carried out the annual evaluation of its own performanceand of the Directors individually as well as the evaluation of the working of its AuditCommittee Nomination & Remuneration and other Committees. At the meeting of theBoard all the relevant factors that are material for evaluation the performance ofindividual Directors the Board and its various Committees were discussed in detail andstructured questionnaire each for evaluation of the Board its various Committee andindividual Directors was prepared and recommended to the Board by the Nomination andRemuneration Committee for doing the required evaluation after taking into considerationthe input received from the Directors covering various aspect of the Board's functioningsuch as adequacy of the composition of the Board and its Committee execution andperformance of specific 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.

17. 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 16th March 2020. The Independent Directors at the meetinginter-alia reviewed the following:-

• Performance of Non-Independent Directors and Board as a whole;

• Performance of the Chairperson of the Company taking into account the views ofExecutive Directors and Non-Executive Directors; and

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

18. 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 model of the Company and related matters are put up on the website ofthe Company www.indoramaindia.com.

19. 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.

20. 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 31st March 2020the applicable accounting standards had been followed and there are no materialdepartures;

(ii) that the accounting policies selected and applied are consistent and the judgmentsand estimates made are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of year and of the Loss of the Company for thatperiod;

(iii) that proper and sufficient care has been taken for the maintenance of adequateaccounting 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 31st March 2020 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 toensurecompliancewiththeprovisionsofallapplicable laws were adequate and operatingeffectively.

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 andexternal consultants including audit of Internal Financial Controls over financialreporting by the Statutory Auditors and the reviews performed by the Management and therelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Company's Internal Financial Controls were adequate and effective during the year2019-20.

21. Particulars of Employees and Related Disclosures

Disclosures pertaining to remuneration and other details as required under section197(12) of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed with this Report. However asper the provision of section 136 of the Act the Annual Report is being sent to theMembers and other entitled thereto excluding the information on employees' remunerationparticulars as required under Rule 5 (2) & (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 shareholders interested in obtainingthis information may access the same from the Company website. In accordance with section136 of the Companies Act 2013 this exhibit is available for inspection by shareholdersthrough electronic mode.

Any member interested in obtaining such information may write to the Company Secretaryand the same will be furnished on request.

22. Business Responsibility Report

In compliance with the Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Business Responsibility Report detailing variousinitiative taken by the Company on Environmental social and governance fronts is formingpart of this report. The Board of Director has adopted Business Responsibility Policy. Thesaid policy has been disclosed on the Company's website at www.indoramaindia.com/irsl/pdf/Business-Responsibility- Policy.pdf.

23. Information under the Sexual Harassment of women at workplace (PreventionProhibition and Redressal) Act 2013

The Company has constituted an Internal Complaints Committee under section 4 of theSexual Harassment of women at workplace (Prevention prohibition and Redressal) Act 2013.During the year no complaint was filed before the said Committee.

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.

24. Audit Committee

The Audit Committee of the Board of Directors of the Company consists of Dr. ArvindPandalai as Chairman and Mr. Vishal Lohia Mr. M. N. Sudhindra Rao Mr. Suman JyotiKhaitan Mrs. Ranjana Agarwal Dr. Dhanendra Kumar as its other Members. The CompanySecretary is the Secretary of the Committee. The details of terms of reference of AuditCommittee 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.

25. Vigil Mechanism / Whistle Blower

The Company has adopted a Whistle Blower policy as per the requirement of CompaniesAct 2013 and List Regulations and has established the necessary vigil mechanism forDirectors and Employees to report concerns about unethical behavior actual or suspectedfraud or violation of the Company Code of conduct. The said policy has been disclosed onthe Company's website www.indoramaindia.com.

26. Credit Rating

During the year India Rating & Research (IND-RA) has assigned your company aLong-Term Issuer Rating "IND BBB-". The outlook is stable. The instrument wiserating action are as under:

Instrument Type Size of Issue Rs. (in Crores) Rating/Outlook Rating Action
Long-term loan Rs.500 IND BBB-/Stable Assigned
Working Capital Limits Rs.900 IND BBB-/stable/ IND A3 Assigned

27. Subsidiary

Presently your Company has one Wholly Owned Subsidiary viz.; Indorama Yarns PrivateLimited which was incorporated on 16th August 2019.

Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 the statement containing salient features of the FinancialStatements of the Company's Subsidiary Joint Venture and Associate Company (in FormAOC-1) is annexed to this Report.

28. Consolidated Financial Statements

For the period under review the Company has consolidated the financial Statements ofits wholly owned subsidiary namely Indorama Yarns Private Limited.

In accordance with third proviso of section 136 (1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone and consolidated financialstatements has been placed on the website of the Company www.indoramaindia.com . Furtheras per fourth proviso of the said section audited annual accounts of the subsidiarycompany has also been placed on the website of the Company www.indoramaindia.comShareholders interested in obtaining a copy of the annual audited accounts of thesubsidiary Company may write to the Company Secretary at the Company registered office. Astatement containing the salient features of subsidiary in AOC-1 is annexed to thisReport.

29. Related Party Transactions

There are no material significant related party transactions made by the Company whichmay have potential conflict with the interest of the Company. Related party transactionsthat were entered into during the year under review were on the arm's length basis andwere in ordinary course of business. The Particulars of material related partytransactions if any is provided in Form AOC-2 as required under section 134 (3) (h) ofthe Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 isannexed with this Report.

Further suitable disclosures as required under the Accounting Standards has been madeto the notes of the Financial Statements.

The Board has approved a policy of the related party transaction which has beenuploaded on the website of the Company www.indoramaindia.com.

30. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Rules madethereunder the Company at its 32 Annual General Meeting appointed M/s WalkerChandiok & Co LLP (FRN 00/076N/N 500013) as Statutory Auditors of the Company to holdoffice for five consecutive years from the conclusion of the 32nd Annual General Meetingof the Company held on 28th July 2018 until the conclusion of 37th Annual General Meetingof the Company to be held in the year 2023. The requirement for the annual rectificationof Auditors appointed at the AGM has been omitted pursuant to the Companies (Amendment)Act 2017 notified on 7th May 2018.

The observations of the Auditors explained wherever necessary in the appropriate Noteson Accounts. The Auditors Report does not contain any qualification reservation oradverse remarks.

31. Cost Auditors

In compliance with the provisions of the Companies Act 2013 and relevant rules theCompany has been maintain cost Records.

In conformity with the Directives of the Central Government the Company has appointedR. Krishnan Cost Accountants (Membership No.7799) as Cost Auditor under section 148 ofthe Companies Act 2013 for audit of Cost Record of the Company to carry out the audit ofcost records maintained by the Company for the year 2019-20.

The Company has received consent from R. Krishnan Cost Accountants for re-appointmentas Cost Auditors for the year 2020-21 in accordance with the applicable provisions of theCompanies Act 2013 and Rules framed thereunder. The remuneration of Cost Auditors hasbeen approved by the Board of Directors on the recommendation of the Audit Committee andthe requisite resolution for ratification of remuneration of Cost Auditors by the membershas been set out in the notice of 34th Annual General Meeting of your Company.

32. Internal Auditor

The Company has appointed M/s S S Kothari Mehta

& Company as Internal Auditor under Section 138 of the Companies Act 2013 andRules made thereunder. The scope functioning periodicity and methodology for conductinginternal audit were approved by the Board of Directors and reviewed by the Audit Committeefrom time to time.

33. Secretarial Auditor

Pursuant to provision of section 204 of the Act read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 The Board of Directors had appointed Mr.Sanjay Grover Partner M/s Sanjay Grover and Associates Company Secretaries (FirmRegistration No. P2001DE052900) as the Secretarial Auditor of the Company for conductingthe Secretarial Audit for the year 2019-20 and due to his sudden demise casual vacancycreated.

Subsequently Mr. Pradeep Kathuria Proprietor M/s P. Kathuria & AssociatesCompany Secretaries (Membership No. 4655) has been appointed as the Secretarial Auditorof the Company for conducting the Secretarial Audit for the Year 2019-20 to fill-up thecasual vacancy.

The Secretarial Audit report of Mr. Pradeep Kathuria Proprietor M/s P. Kathuria &Associates Company Secretaries in Form MR-3 for the year ended 31st March 2020 isannexed to this Directors' Report.

34. Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2019-20 for all applicablecompliances as per SEBI Regulations and Circulars/guidelines issued thereunder.

The Annual Secretarial Compliance Report has been submitted to Stock Exchange withinthe sixty days of the end of financial year.

35. Response to Secretarial Auditor observations

Your Director wishes to inform you that the observations made by the secretarialAuditor are self-explanatory need no further clarification except the following:

1. It has been observed by the Secretarial Auditor that Some of the e-forms have beenfiled beyond the due date with MCA with the payment of additional fees.

In response to same Directors would like to submit that all efforts are taken to filethe forms within the stipulated dates. However sometimes some delay occurs due to varioustechnical reasons like non-functioning of MCA portal etc. beyond the control of theCompany. However all such forms have been submitted by paying requisite additional feeand no form is pending for filing as on date

2. It has been observed by the Secretarial Auditor that Company has not completelycomplied this regulation for the quarter April 2019 to June 2019 trading restrictionperiod started by the Company from 30.07.2019 instead it should be started from 01.07.2019till 48 hours after the declaration of the financial results.

In response to same Directors would like to submit that Securities and Exchange Boardof India (Prohibition of Insider Trading) (Amendment) Regulations 2018 vide its amendmentin Schedule B to the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 suggested trading restriction period for the listed entitieswhich can be made applicable from the end of every quarter till 48 hours after thedeclaration of financial results. The said amendment became effective from April 1 2019and hence any compliance in this regard was deemed to be applicable for the quarter endingfalling on or after April 1 2019 only. Further the trading window closure period wassuggestive in nature and was not made mandatory as the Companies were free to fix itstrading restriction period according to their Insider Trading Code. However withsubsequent amendment vide Securities and Exchange Board of India (Prohibition of InsiderTrading) (Second Amendment) Regulations 2019 effective from July 25 2019 the provisionswere subsequently amended and the trading restriction period were made mandatory. Inlight of the above there is no violation of any of the provisions of the Insider TradingRegulations as reported

3. It has been observed by the Secretarial Auditor that as the date publication of thefinancial results for the quarter ended 31.03.2019 on 16.05.2019 but the disclosures ofthe related party transactions on a consolidated basis for the half year started from01.10.2018 to 31.03.2019 sent to the stock exchange on 13.08.2019 instead it should besubmitted on or before 15.06.2019 (i.e. within 30 days from the date of publication offinancial results).

In response to same Directors would like to submit that your company made disclosure toStock Exchange on 13th June 2020 but due to some technical reason it was not beingreflected at BSE and NSE Portal and the same was again submitted by the Company on 13thAugust 2019. Director state that there is no non-compliance/delay on the part of theCompany in this regard.

4. It has been observed by the Secretarial Auditor that Company has dispatched thenotice of Annual General Meeting to the shareholders on 1st July 2019 as mentioned in thenewspaper advertisement in respect of the Notice of General Meeting but Annual Reportsubmitted to the stock exchange on 4th July 2019 instead it should be submitted on orbefore 1st July 2019.

In response to same Directors would like to submit that as per the requirementRegulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015Company needs to submit Annual Report to Stock Exchanges simultaneously with dispatch ofAnnual report to shareholders. The Company submitted its Annual Report on Stock Exchangewell within the time in view of AGM held on 26th July 2019. Director state that there isno non-compliance/delay on the part of the Company in this regard

36. 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 relating to conservation of energytechnology absorption foreign exchange earnings and outgo is annexed to this Report.

37. Public Deposits

During the year 2019-20 the Company did not invite or accept any deposit from thePublic.

38. Significant and Material Orders passed by the Regulators/courts/Tribunal impactingthe going concern status and the Company's operation in future

As such there is no significant and material orders passed by regulators/ courts ortribunals impacting the going concern status and Company's operations in future.

39. Application for Condonation of Delay with Central Government

The Company had filed an application for Condonation of Delay with the CentralGovernment with regard non filling of MGT-14 within stipulated period for the appointmentof Mr. Rajendra Kumar Gupta as Chief Financial Officer of the Company for the period from28th May 2018 to 17th October 2018. The Central Government (Regional Director) hasapproved the Form CG 1 for Condonation of Delay on 20.03.2020 vide SRN R21669395.

40. Internal Control Systems and their Adequacy

As per the provision of section 134 (5) (e) of the Companies Act 2013 Company has inplace Internal Control System designed to ensure proper recording of financial andoperational information and compliance of various internal controls and other regulatoryand statutory compliances. Self-certification exercise is also conducted by which seniormanagement certifies effectiveness of the internal control system of the Company. InternalAudit has been conducted throughout the organisation by qualified outside InternalAuditor. The findings of the Internal Audit Report are reviewed by the Management and bythe Audit Committee of the Board and proper follow-up actions are ensured whereverrequired. The Statutory Auditors have evaluated the internal financial controls frameworkof the Company and have reported that the same are adequate and commensurate with the sizeof the Company and nature of its business.

41. Particulars of Loans Guarantee or Investments

There are no Loans Guarantees and Investments made by the Company during the year2019-20.

42. Insurance

All the properties including buildings plant and machinery and stocks have beenadequately insured.

43. Particulars of Loans/Advances/Investments as required under Schedule V of theListing Regulations.

The details of the related party disclosures with respect to loans/advance/investmentat the year end maximum outstanding amount thereof during the year as required under partA of Schedule V of the Listing Regulations have been provided in the Notes to theFinancial Statements of the Company. Further there was no transaction with theperson/entity belonging to the Promoter and Promoter Group which holds 10% or moreshareholding in the Company as per Para 2A of the aforesaid schedule.

44. 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 formanaging/mitigating the same. Your Company's Risk Management framework ensures compliancewith the provisions 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 actedupon 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.

45. 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 comprisesof Mr. Om Prakash Lohia as the Chairman Mr. Vishal Lohia Mr. M. N. Sudhindra Rao Mr.Udeypaul Singh Gill Dr. Arvind Pandalai 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 once 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 allocated / 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 website of the Companywww.indoramaindia.com.

46. Listing

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 year 2020-21 havebeen paid.

47. Corporate Governance

Corporate Governance Report along with Practicing Company Secretary Certificatecomplying with the conditions of Corporate Governance as stipulated in Regulation 27 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 has been annexedas a part of this Annual Report.

48. 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.

49. Transfer of Unclaimed Dividend/Equity Shares to Investor Education and ProtectionFund (IEPF) 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 Investor Education and Protection Fund the Company hasuploaded the details of unpaid and unclaimed dividend amounts lying with the Company as on26th July 2019 (date of last Annual General Meeting) on the website of the Companywww.indoramaindia.com and also on the Ministry of Corporate Affairs' websitewww.mca.gov.in.

Pursuant to the provisions of Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 (IEPF Rules) the Company hastransferred 28162 (Twenty Eight Thousand One Hundred Sixty Two) equity shares of Rs.10/-each of the Company held by various Investors physical as well as dematerialised formwhose dividend amount is unclaimed/unpaid for seven years to Suspense Account of theInvestor Education and Protection Fund (IEPF) Authority during the year 2019-20 and thedetails thereof uploaded on the website of the Company www.indoramaindia.com.

50. 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 constitutes the primary source of sustainable competitive 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.

51. Extract of Annual Return

As required under section 92(3) of the Companies Act 2013 the details forming part ofthe extract of the Annual Return in Form MGT-9 is annexed to this report.

52. Material Changes and Commitments

No material changes and commitment affecting the financial position of the Company haveoccurred after the end of the year 31st March 2020 and till the date of this report.

53. Fraud Reporting

There was no fraud reported by the Auditors of the Company under sub-section 12 ofSection 143 of the Companies Act 2013 to the Audit Committee or Board of Directorsduring the year under review.

54. Disclosures with respect to Demat Suspense Account/Unclaimed Suspend Account

The relevant details in this regards have been provided in the Corporate GovernanceReport annexed to this Report.

55. CEO and CFO certification.

Pursuant to the Listing Regulations Executive Director

& CEO and CFO Certification is attached with Annual

Report. Executive Director & CEO and CFO also provide quarterly certification onfinancial results while placing the financial results before the Board in terms of theListing Regulations.

56. Code of Conduct for the Directors and Senior Management Personnel

The Code of Conduct for the Directors and Senior Management Personnel is posted on thewebsite of the Company. The Chairman and Managing Director of the Company has given adeclaration that all the Directors and Senior Management Personnel concerned affirmedcompliance with the Code of Conduct with reference to year ended 31st March 2020 and adeclaration is attached with the Annual Report.

57. Nodal Officer

During the year under review Mr. Pawan Kumar Thakur Company Secretary has beenappointed as Nodal Officer of the Company under the provisions of IEPF and details ofNodal Officer are available on the website of the Company www.indoramaindia.com.

58. 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.

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on the Financial Year ended 31st March 2020

Pursuant to Section 92 (3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management & Administration) Rules 2014

I. REGISTRATION & OTHER DETAILS
i) CIN L17124MH1986PLC166615
ii) Registration Date 28th April 1986
iii) Name of the Company Indo Rama Synthetics (India) Limited
iv) Category / Sub-category of the Company Public Company / Limited by shares
v) Address of the Registered Office and contact details A-31 MIDC Industrial Area Butibori
Nagpur - 441122 Maharashtra India.
Tel.: 07104-663000/01 Fax: 07104-663200
vi) Whether Listed Company Yes
vii) Name Address and contact details of the Registrar and Transfer Agent if any MCS Share Transfer Agent Limited
F-65 First Floor Okhla Industrial Area
Phase-1 New Delhi-110 020 India
Tel.: 011-4140 6149-52
Fax No.: 011-4170 9881
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of the As per Attachment - A
Company shall be stated
III. PARTICULARS OF HOLDING SUBSIDIARY INCLUDING SUBSIDIARIES OF SUBSIDIARIES AND ASSOCIATE COMPANIES As per Attachment - B
IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)
i) Category-wise Shareholding As per Attachment - C
ii) Shareholding of Promoters As per Attachment - D
iii) Change in Promoters' Shareholding As per Attachment - E
iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters and Holders of GDRs and ADRs) As per Attachment - F
v) Shareholding of Directors and Key Managerial Personnel As per Attachment - G
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment As per Attachment - H
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director Whole-time Directors and/ or Manager As per Attachment - I
B. Remuneration to other Directors As per Attachment - J
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD As per Attachment - K
VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES As per Attachment - L

Attachment - A

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of theCompany are given below:

Sl. NIC Code of the % to total turnover Name and Description of main products /services No. product / service of the Company #

1 Polyester Staple Fibre 55032000 42.63%

2 Polyester Filament Yarn 54024200 10.20%

3 Draw Texturised Yarn 54023300 45.75%

# Products contributing 10% or more of Gross Turnover.

Attachment - B

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. No. Name and Address of the Company CIN / GIN Holding / Subsidiary / Associate % of Share held Applicable Section
1 Indorama Yarns Private Limited A-31 MIDC Industrial Area Butibori Nagpur - 441122 Maharashtra India. Tel.: 07104-663000/01 U17299MH2019PTC329375 Subsidiary 100 2(87)(ii)

Attachment - C

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Shareholding

No. of Shares held at the beginning of the year (As on 1st April 2019)

No. of Shares held at the end of the year (As on 31st March 2020)

Category of Shareholders Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
A. Promoter
(1) Indian
a) Individual/ HUF 59013663 59013663 33.13% 59013663 59013663 22.60% -10.53%
b) Central Govt. - - - - - - - -
c) State Govt(s) - - - - - - -
d) Bodies Corp. - - - - - - - - -
e) Banks / FI - - - - - - -
f) Any other - - - - - - -
Sub Total A(1) 59013663 - 59013663 33.13% 59013663 - 59013663 22.60% -10.53%
(2) Foreign
a) NRIs - Individuals 99200 - 99200 0.06% 99200 - 99200 0.04% -0.02%
b) Other - Individuals - - - - - -
c) Bodies Corp. 53564057 - 53564057 30.07% 154260645 - 154260645 59.08% 29.01%
d) Banks/FI - - - - - -
e) Any Other - - - - - -
Sub-Total A(2) 53663257 - 53663257 30.13% 154359845 - 154359845 59.12% 28.99%
Total Shareholding of 112676920 - 112676920 63.26% 213373508 - 213373508 81.72% 18.46%
Promoter A=A(1)+A(2)
B. Public Shareholding
1. Institutions
a) Mutual Funds 10043507 3100 10046607 5.64% 9096945 3100 9100045 3.49% -2.16%
b) Banks / FI 17070 144 17214 0.01% 6762 144 6906 0.00% -0.01%
c) Central Govt. 245907 - 245907 0.14% 270659 - 270659 0.10% -0.03%
d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies 4006850 - 4006850 2.25% 4006850 - 4006850 1.53% (0.72%)

 

g) FIIs 14035074 4300 14039374 7.88% 1038 4300 5338 0.00% (7.88%)
h) Foreign - - - - - - - - -
Venture Capital Funds
i) Others (Specify) - - - - - - - - -
Sub-total (B) (1) 28348408 7544 28355952 15.92% 13382254 7544 13389798 5.13% (10.79%)
2. Non-Institutions
a) Bodies Corp.
i) Indian 3954999 17206971 21161970 11.88% 19965637 4447 19970084 7.65% (4.23%)
ii) Overseas - - - - - - - - -
b) Individuals
i) Individuals shareholders holding nominal share capital upto Rs.2 Lakh 7923891 546645 8470536 4.76% 7142629 506752 7649381 2.93% (1.83%)
ii) Individual shareholders holding nominal share capital in excess of Rs.2 Lakh 6374303 - 6374303 3.58% 5612873 - 5612873 2.15% (1.43%)
c) Others (specify) NBFC 25000 0 25000 0.01% 10404 0 10404 0.00% (0.01%)
Non Resident Indians 1048470 0 1048470 0.59% 1107103 0 1107103 0.42% (0.16%)
Overseas Corporate Bodies - - - - - - - - -
Foreign Nationals - - - - - - - - -
Clearing Members - - - - - - - - -
Trusts - - - - - - - - -
Foreign Bodies-D R - - - - - - - - -
Sub-total (B) (2) 19326663 17753616 37080279 20.82% 33838646 511199 34349845 13.16% (7.66%)
Total Public Shareholding (B)=(B) (1) + (B) (2) 47675071 17761160 65436231 36.74% 47220900 518743 47739643 18.28% (18.46%)
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0.00% 0 0 0 0.00% 0.00%
Grand Total (A+B+C) 160351991 17761160 178113151 100.00% 260594408 518743 261113151 100.00% 0.00%

Attachment - D

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

ii) Shareholding of Promoters

S. No. Shareholder's Name

Shareholding at the beginning of the year (As on 1st April 2019)

Shareholding at the end of the year (As on 31st March 2020)

No. of Shares % of total Shares of the Company % of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the Company % of shares Pledged / encumbered to total shares % change in shareholding during the year
1 Brookgrange Investments Ltd. 53564057 30.07 0.00 53564057 20.51 0.00 -9.56
2 Indorama Netherlands B.V. - - - 100696588 38.56 0.00 38.56
3 Mr. Om Prakash Lohia 38473369 21.60 98.73 38473369 14.73 0.00 (6.87)
4 Mrs. Urmila Lohia 18184518 10.21 68.07 18184518 6.96 0.00 (3.25)
6 Mr. Aloke Lohia 99200 0.06 0.00 99200 0.04 0.00 (0.02)
7 Mr. Devang Kumar 414796 0.23 0.00 414796 0.16 0.00 (0.07)
8 Mr. Vishal Lohia 1137896 0.64 0.00 1137896 0.44 0.00 (0.20)
9 Ms. Aradhna Lohia 313256 0.18 0.00 313256 0.12 0.00 (0.06)
10 Mrs. Rimple Lohia 239940 0.13 0.00 239940 0.09 0.00 (0.04)
11 Mr. Yashovardhan Lohia 249888 0.14 0.00 249888 0.10 0.00 (0.04)
Total 112676920 63.26 44.70 213373508 81.72 0.00 18.46

Attachment - E

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

iii) Change in Promoters' Shareholding

Sl. No. Particulars

Shareholding at the beginning of the year (As on 1st April 2019)

Cumulative Shareholding during the year (1st April 2019 to 31st March 2020)

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1 At the beginning of the year 112676920 63.26
2 Date wise Increase/Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.): # #
3 At the end of the year 213373508 81.72 *

# Increase in the percentage of total equity shares of the Promoters from 63.26% to81.72% due to increase in Paid-up Share Capital from 178113151 Equity Shares to261113151 Equity Shares upon allotment of 83000000 Equity Shares on preferentialbasis to Indorama Netherlands B.V. on 3rd April 2019 and its acquisition of 17696588Equity shares through Open Offer on 31st May 2019

# The details of equity shares allotted/acquired through Open Offer during theyear under review.

Sl. No. Name Shareholding Date Increase/ Decrease in shareholding Reason

Cumulative Shareholding during the year (01-04-19 to 31-03-20)

No. of shares at the beginning (01-04- 19) / end of the year (31-03-20) % of the total shares of the Company No. of Shares % of total shares of the Company
1 Indorama - - 1-Apr-19
Netherlands 3-Apr-19 83000000 Allotment 83000000 31.79
B.V. 30-May-19 17696588 Open Offer 100696588 38.56
100696588 38.56 31-Mar-20

Attachment - F

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters andHolders of GDRs and ADRs)

Sl. No. Name Shareholding Date Increase/ Decrease in shareholding Reason

Cumulative Shareholding during the year (01-04-19 to 31-03-20)

No. of shares at the beginning (01-04- 19) / end of the year (31-03-20) % of the total shares of the Company No. of Shares % of total shares of the Company
1 Siam Stock Holdings Limited 17200000 17200000 9.65 6.59 1st April 2019 31-Mar-20 NIL movement during the year 17200000 6.59
2 Edelweiss India Special Situations Fund-II 4309091 2.42 1-Apr-19 13-Dec-19 20-Dec-19 79486 474150 Market Purchase 4388577 1.68
4862727 1.86 31-Mar-20 4862727 1.86
3 EC Special 3181818 1.77 1-Apr-19 Nil movement
Situations Fund 3181818 1.22 31-Mar-20 during the year 3181818 1.22
4 Life Insurance Corporation of India 3005152 1.67 1st April 2019 Nil movement during the year
3005152 1.55 31-Mar-20 3005152 1.55
5 Edelweiss India 1600000 0.90 1-Apr-19
Special Situations 20-Dec-19 -474150 Market 1125850
Fund - EISAF II 31-Dec-19 -79486 Sale
Onshore Fund 1046364 0.40 31-Mar-20 1046364 0.40
6 Monica Burman 1000000 0.56 1-Apr-19 Nil movement
1000000 0.38 31-Mar-20 during the year 1000000 0.38

 

7 Chowdry 0 0 1-Apr-19
Associates 21-Jun-19 47286 47286 0.02
12-Jul-19 15251 62537 0.02
2-Aug-19 43089 105626 0.04
30-Aug-19 94559 200185 0.08
13-Sep-19 236764 436949 0.17
27-Sep-19 22195 459144 0.18
4-Oct-19 10000 469144 0.18
11-Oct-19 5000 474144 0.18
18-Oct-19 32199 Market 506343 0.19
1-Nov-19 2000 Purchase 508343 0.19
17-Jan-20 25000 533343 0.20
24-Jan-20 27500 560843 0.21
31-Jan-20 16972 577815 0.22
21-Feb-20 4500 582315 0.22
28-Feb-20 5000 587315 0.22
6-Mar-20 18373 605688 0.23
13-Mar-20 10004 615692 0.24
27-Mar-20 20000 635692 0.24
635692 0.24 31-Mar-20
8 United India 613536 0.34 1-Apr-19 Nil movement
Insurance Company Ltd. 613536 0.23 31-Mar-20 during the year 613536 0.23
9 Pacific 559923 0.31 1-Apr-19 Nil movement
Management Pvt. Ltd. 559923 0.21 31-Mar-20 during the year 559923 0.21
10 Lal Tolani 483118 0.27 1-Apr-19 Nil movement
483118 0.19 31-Mar-20 during the year 483118 0.19

Attachment - G

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

v) Shareholding of Directors and Key Managerial Personnel

Sl. No. Name Shareholding Date Increase/ Decrease in shareholding Reason

Cumulative Shareholding during the year (01-04-19 to 31-03-20)

No. of shares at the beginning (01-04- 19) / end of the year (31-03-20) % of the total shares of the Company No. of Shares % of total shares of the Company
A DIRECTORS:
1 Mr. Om Prakash Lohia 38473369 21.60 1-Apr-19 Nil movement
Chairman & Managing Director 38473369 14.73 31-Mar-20 during the year 38473369 14.73
2 Mr. Vishal Lohia 1137896 0.64 1-Apr-19 Nil movement
Whole-time Director 1137896 0.44 31-Mar-20 during the year 1137896 0.44
3 Mr. M. N. Sudhindra Rao 0 0 1-Apr-19 Nil Holding
Executive Director & CEO 0 0 31-Mar-20 during the year 0 0
4 Mr. Udeypaul Singh Gill 0 0 1-Apr-19 Nil Holding
Non-Executive Non-Independent Director 0 0 31-Mar-20 during the year 0 0

 

5 Dr. Arvind Pandalai 0 0 1-Apr-19 Nil Holding
Independent Director 0 0 31-Mar-20 during the year
6 Mr. Suman Jyoti Khaitan 0 0 1-Apr-19 Nil Holding
Independent Director 0 0 31-Mar-20 during the year 0 0
7 Mrs. Ranjana Agarwal 0 0 1-Apr-19 Nil Holding
Independent Director 0 0 31-Mar-20 during the year 0 0
8 Mr. Dhanendra Kumar 0 0 1-Apr-19 Nil Holding
Independent Director (Appointed on 14-Feb-20 as Additional Director) 0 0 31-Mar-20 during the year 0 0
B Key Managerial Personnel
1 Mr. M. N. Sudhindra Rao 0 0 1-Apr-19 Nil Holding
Chief Executive Officer 0 0 31-Mar-20 during the year 0 0
2 Mr. Umesh Kumar Agrawal 0 0 1-Apr-19 Nil Holding
Chief Commercial and Financial Officer 0 0 31-Mar-20 during the year 0 0
3 Mr. Susheel Kumar 0 0 1-Apr-19 Nil Holding
Mehrotra Chief Financial Officer 0 0 31-Mar-20 during the year
4 Mr. Jayant k Sood 0 0 1-Apr-19 Nil Holding
Company Secretary (upto 31/08/2019) 0 0 31-Mar-20 during the year 0 0
5 Mr. Pawan Kumar Thakur 0 0 1-Apr-19 Nil Holding
Company Secretary (from 01-08- 2019 to 31-03-2020) 0 0 31-Mar-20 during the year

Attachment - H

V. INDEBTEDNESS

v) Indebtedness of the Company including interest outstanding/accrued but not due forpayment

(Rs. in Crores)

Secured Loans excluding Deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the _nancial
year (01/04/19)
i) Principal Amount 379.04 195.00 574.04
ii) Interest due but not paid 1.08 1.08
iii) Interest accrued but not due 20.90 20.90
TOTAL (i+ii+iii) 399.94 196.08 - 596.02
Change in Indebtedness during the financial year
Addition 447.41 - 447.41
Reduction 368.61 196.08 564.69
Exchange Difference loss 3.00 - 3.00
Net Change 81.80 (196.08) (114.28)
Indebtedness at the end of the financial year (31/03/20)
i) Principal Amount 471.37 471.37
ii) Interest due but not paid 0.10 0.10
iii) Interest accrued but not due 10.27 10.27
TOTAL (i+ii+iii) 481.74 - 481.74

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/ or Manager

(Rs. In Crores)

Sr. No. Particulars of Remuneration

Name of MD / WTD / Manager

Om Prakash Lohia Vishal Lohia M.N. Sudhindra Rao Total Amount
CMD WTD ED & CEO
1 Gross Salary
(a) Salary as per provisions contained in Section 17 (1) of the Income-tax Act 1961 2.03 1.22 1.90 5.15
(b) Value of perquisites u/s 17 (2) Income-tax Act 1961 0.45 0.69 0.00 1.14
(c) Profits in lieu of salary under Section 17 (3) Income-tax Act 1961 - - - -
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission - - - -
- as % of profit - - - -
- others specify - - - -
5 Others please specify - - - -
Total (A) 2.48 1.91 1.91 6.30

 

Ceiling as per the Act *As per the Provisions of the Companies Act 2013

Note : Above payments includes perquisite value as defined under Income Tax Act 1961for various payment made during the period.

Attachment - J

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

B. Remuneration to other Directors

(Rs. In Crores)

Sl. No. Particulars of Remuneration Non- executive Non- Independent Director Non-executive Independent Directors
Udeypaul Singh Gill Ashok Kumar Ladha Arvind Pandalai Suman Jyoti Khaitan Ranjana Agarwal Dhanendra Kumar Total Amount
1 Independent Directors
- Fee for attending Board / Committee meetings - 0.04 0.05 0.04 0.03 0.01 0.17
- Commission - - - - - - -
- Others please specify - - - - - - -
Total (1) - 0.04 0.05 0.04 0.03 0.01 0.17
2 Other Non-Executive Directors
- Fee for attending Board / Committee meetings - - - - - - -
- Commission - - - - - - -
- Others please specify - - - - - - -
Total (2) - - - - - - -
Total (B) = (1+2) - 0.04 0.05 0.04 0.03 0.01 0.17
Total Managerial Remuneration (A) + (B) 6.47

 

Overall Ceiling as per the Act No Remuneration only Sitting Fee

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

(Rs. In Crores)

Sr. No. Particulars of Remuneration CCFO CFO

Company Secretary

Umesh Kumar Agrawal Susheel Kumar Mehrotra Jayant k Sood (Upto 31/08/2019) Pawan Kumar Thakur (01/08/2019 to 31/03/2020) Total Amount
1 Gross Salary
(a) Salary as per provisions contained in section 17 (1) of the Income-tax Act 1961 0.87 0.75 0.49 0.14 2.25
(b) Value of perquisites u/s 17 (2) Income-tax Act 1961 0.01 0.00 0.00 - 0.01
(c) Profits in lieu of salary under section 17 (3) Income-tax Act 1961
2 Stock Option
3 Sweat Equity
4 Commission
- as % of profit
- others specify
5 Others please specify
Total 0.88 0.75 0.49 0.14 2.26

Note: Above payments includes perquisite value as defined under Income Tax Act 1961 forvarious payment made and retiral benefits given during the period.

Attachment - L

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES

Type Section of the Companies Act Brief Description Details of Penalty / Punishment / Compounding fees imposed Authority (RD / NCLT / COURT) Appeal made if any (give details)
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS N I L
Penalty
Punishment
Compounding
C._OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

.