Directors Report of Indo Rama Synthetics (India) Ltd.

Mar 31, 2022

Your Directors hereby present the Thirty-sixth Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended March 31, 2022.

1. Financial Highlights

The financial performance of the Company for the year ended March 31, 2022, is summarized below:

('' In Crores)
	Standalone		Consolidated
Particulars	Year Ended		Year Ended
	March 31, 2022	March 31, 2021	March 31, 2022	March 31, 2021
Total Income	3,907.42	2,043.59	4,044.41	2,063.71
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 achieved revenue from operations of ?3,901.13 Crores as against ?2,022.79 Crores in the financial year 2020-21, i.e., an improvement of 92.86%. The Net Profit for the financial year 2021-22 is ?268.19 Crores as against ?112.78 Crores in the financial year 2020-21.

Your Company has achieved significant improvement in EBIDTA to ?308.69 Crores in the financial year 2021-22 as against ?113.30 Crores in the previous year. Your Company''s Profit before Tax for the financial year 2021-22 is ?218.11 Crores as against a Profit before Tax of ?2.73 Crores in the financial year 2020-21.

On a consolidated basis, during the financial year 2021-22, your Company achieved revenue from operations of ?4,038.08 Crores and Profit before Tax of ?219.44 Crores as against revenue from operations of ?2,042.89 Crores and Profit before Tax of ?3.39 Crores in the previous year. The Net Profit for the financial year 2021-22 is ?269.06 Crores as against ?113.38 Crores in the financial year 2020-21.

On a consolidated basis, our earnings per share stood at ?10.30 and book value per share at ?22.99 as on March 31, 2022.

Your Company focused on widening its product basket by adding full dull and BDD Filament products expanding market reach, cost optimization, and elevating people''s potential to create a more robust business model.

3. Dividend

Your directors did not recommend any dividend for the year under review, in view of the future growth plans of the Company.

4. Dividend Distribution Policy

On May 5, 2021, the Securities and Exchange Board of India ("SEBI") notified SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021. Vide this notification, SEBI amended Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, thereby requiring top one thousand listed Companies (based on the market capitalization of every financial year) to formulate dividend distribution policy which shall be disclosed on the website of the listed entity and a web-link needs to be provided in their Annual Reports.

The Board of Directors of your Company (the "Board"), being one of the top one thousand listed companies as per the criteria mentioned above, has approved, and adopted the Dividend Distribution Policy at its meeting held on May 19, 2021. The Dividend Distribution Policy of the Company is available on the Company''s website, http://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 ?600 Crores in the Company and its Wholly Owned Subsidiary(s) ("WOS"), towards the addition of balancing equipment for value addition and diversifying into 700 TPD PET Resin manufacturing facility at its Butibori Plant.

Capital expenditure of PET Resin business is being envisaged in Indorama Yarns Private Limited, WOS of the Company.

To have operational efficiency and better controls, 39 (Initially envisaged 50) DTY Machines are being envisaged towards balancing equipment for value addition 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 phased manner 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 ?261.11 Crores. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options or sweat equity. As on March

31, 2022, none of the Directors of the Company holds shares except Mr. Om Prakash Lohia and Mr. Vishal Lohia.

9. Compliance with minimum public shareholding requirements set out in the Securities Contracts (Regulation) Rules, 1957 ("SCRR"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"/ "SEBI Listing Regulations"), and SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SAST Regulations")

Pursuant to the completion of preferential issuance and acquisition of shares tendered by the Company in the open offer on May 31, 2019, the aggregate promoter shareholding increased to 81.72% from 74.94%. Consequently, public shareholding in the Company dropped from 25.06% (Prior to the open offer) to 18.28% (post open offer). Your Company complied with the MPS requirement on February 15, 2021, as mandated under Regulation 38 of the SEBI LODR Regulations.

The National Stock Exchange of India Limited vide its letters dated December 7, 2020, March 24, 2021, and July 5, 2021, and BSE Limited vide its emails dated December 7, 2020, March 24, 2021, and July 5, 2021, have levied monetary fines on the Company amounting to ?9,85,300/- (Indian Rupees Nine Lakhs Eighty-Five Thousand Three Hundred only) each aggregating ?19,70,600/- (Indian Rupees Nineteen Lakhs Seventy Thousand Six Hundred only) for non-compliance with Regulation 38 of SEBI LODR Regulations. Your Company has paid the monetary fines towards the same during the financial year 2021-22. Now, the matter 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 meetings, and attendance at the meetings 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) Board Meetings. The details of the Board Meeting with regard to the dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

12. Directors and Key Managerial Personnel

During the year under review, Dr. Arvind Pandalai, (DIN: 00352809), resigned on August 30, 2021, from the Board of Directorship after completing his second term. The Board places on records its appreciation towards his invaluable contribution during his tenure as Non-Executive Independent Director of the Company.

As recommended by the Nomination and Remuneration Committee and approved by the Board vide 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. The shareholders of your Company approved his appointment by passing Special Resolution through Postal Ballot via remote e-voting on March 26, 2022.

On the recommendation of the Nomination and Remuneration Committee, the Board approved the re-appointment of Mr. Vishal Lohia as Whole-time Director of the Company for another term of 3 (Three) years w.e.f. April 1, 2022, till March 31, 2025, in its meeting held on February 10, 2021. The shareholders of your Company approved his re-appointment by passing Special Resolution through Postal Ballot remote e-voting on March 26, 2022.

In accordance with the Companies Act, 2013 and Articles of Association of the Company, Mr. Hemant Balkrishna Bal, (DIN: 08818797), the Whole-time Director of the Company, is retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. A resolution seeking shareholders'' approval for his re-appointment along with other required details forms part of the Notice. The Board recommends his re-appointment.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial 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. Pawan Kumar Thakur.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fee to attend the meetings 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 given their declaration to the Company that they meet the criteria of independence as laid down under Section 149(7) read with Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI LODR Regulations and affirmed compliance with Code of Ethics and Business Principles as required under Regulation 26(3) of SEBI LODR Regulations, as amended.

The appointment and tenure of the Independent Directors, including the code for Independent Directors are available

on the Company''s website, http://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 has adopted a policy for the selection and appointment of Directors, senior management personnel, and remuneration including criteria for determining qualifications, positive attributes, Independence of Directors, and other matters pursuant to Section 178(3) of the Companies Act, 2013. The said policy is posted on the Company''s website, https://www.indoramaindia.com/pdf/policies/Nomination-Remuneration-Policy-REVISED.pdf.

15. Board Evaluation

Your Company has devised a formal process for annual evaluation of the performance of the Board, its committees, and Individual Directors ("Performance Evaluation") which include criteria for performance evaluation of Non-Executive Directors and Executive Directors as laid down by the Nomination and Remuneration Committee and the Board. It covers the areas relevant to the functioning of Independent Directors or other directors, members of the Board, or its committees. The Independent Directors carried out annual performance evaluation of the Chairman and Managing Director and Whole-time Directors. 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 on evaluation received from respective Committees. A Consolidated Report was shared with the Chairman 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 and Regulation 25(3) of SEBI Listing Regulations, a separate meeting of the Independent Directors was held on February 10, 2022. The Independent Directors at the meeting, inter-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 of Whole-time Director/ Executive Directors and Non-Executive Directors; and

• Assessed the quality, quantity, and timeliness of the flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

18. Familiarisation program for Independent Directors

The details of the familiarization programme undertaken during the year have been provided 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 relating to Meeting of the Board of Directors and General Meeting, respectively, have been duly followed 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, 2022, the applicable accounting standards have been followed and there are no material departures;

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

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Annual Accounts for the year ended March 31, 2022, have been prepared on a going concern basis.

(v) that the internal financial controls laid down by the Board and being followed by the Company are adequate and were operating effectively.

(vi) that the proper systems, devised by Directors to ensure compliance with the provisions of all applicable laws, were adequate and operating effectively.

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, and Secretarial Auditors and external consultants, including audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s Internal Financial Controls are adequate and effective 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, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed and forms a part of this Report.

21. Related Party Transactions

There were no materially significant related party transactions made by the Company which may have potential conflict with

the interest of the Company. Related party transactions that were entered into during the year under review were on an arm''s length basis and were in the ordinary course of business. The particulars of material-related party 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, 2014 is annexed and forms a part of this Report.

All Related Party Transactions are placed before the Audit Committee for approval.

Shareholders of your Company approved through postal ballot remote e-voting on March 26, 2022, material related party transaction, which is more than 10% of the audited annual consolidated turnover of the Company, basis previous financial year 2020-21, entered into with Indorama Petrochem Limited, Thailand for purchase of Purified Terephthalic Acid (PTA) not exceeding ?500 Crores for the financial year 2021-22.

Further, suitable disclosures as required under the Accounting Standards have been made to the notes of the Financial Statements.

The Board has approved a policy of the Related Party Transactions, which has been uploaded 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 remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed and form a part of this Report.

Particulars of the employee as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Report. However, in pursuance of Section 136(1) of the Companies Act, 2013, this report is being sent to the shareholders of the Company excluding the said remuneration.

A statement showing the names and other particulars of the employees drawing remuneration over the limits set out in the said Rules forms part of this Report. The said information is available for inspection at the registered office of the Company during working hours up to the date of the Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

23. Corporate Social Responsibility (CSR) Committee

Your Company aims to remain committed to society through its social responsibility, strongly connected with the principle of sustainability, an organization based not only on financial factors but also on social and environmental consequences.

As required under Section 135 of the Companies Act, 2013, the CSR Committee comprises Directors, namely, Mr. Om Prakash Lohia as the Chairman, Mr. Vishal Lohia, Mr. Hemant Balkrishna Bal, Mr. Dilip Kumar Agarwal, and Mrs. Ranjana Agarwal as Members. The CSR Committee of the Company has laid down the policy to meet the Corporate Social Responsibility. The CSR Policy includes any activity that may be prescribed as CSR activity as per the Rules of the Companies Act, 2013.

The CSR Committee met twice during the year to review the Corporate Social Responsibility Policy and due to the average net profit for the last three years being negative, your Company did not allocate/ is not required to spend any amount on the CSR activities during the year under review.

The detailed CSR policy of the Company is also available on the Company''s website, https://www.indoramaindia.com/ pdf/policies/CSR-Policy-REVISED.pdf

24. Business Responsibility Report

In compliance with Regulation 34 of SEBI LODR Regulations, the Business Responsibility Report, detailing various initiatives taken by the Company on Environmental, Social, and Governance fronts is annexed and forms a part of this Report.

The Board has adopted Business Responsibility Policy. The said policy has been disclosed on the Company''s website, http:// www.indoramaindia.com/pdf/BR-Policy.pdf.

25. Information under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has constituted an Internal Complaints Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. During the year no complaint was filed before the said Committee.

Your Company has a Policy on "Prevention of Sexual Harassment of Women at Workplace" and matters connected therewith or incidental thereto covering all the aspects as contained under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013". The Policy on the "Prevention of Sexual Harassment of Women at Workplace" of the Company is available on the Company''s website, 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 Agarwal, and Mr. Dharmpal Agarwal as its other Members. The Company Secretary is the Secretary of the Committee. The details of terms of reference of the Audit Committee, number and dates of meetings held attendance of the Directors, and

remunerations paid to them are given separately in the attached Corporate Governance Report.

During the year, there were no instances where the Board had not accepted the recommendations of the Audit Committee.

27. Vigil Mechanism / Whistle Blower Policy

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 and SEBI Listing Regulations, the Company has framed a Whistle Blower Policy/ Vigil Mechanism for Directors, Employees, and Stakeholders for reporting genuine concerns about any instance of any irregularity, unethical practice and/or misconduct. Besides, as per the requirement of Clause 6 of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations, as amended by SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Company ensures to make employees aware of such Whistle Blower Policy to report instances of leak of unpublished price sensitive information. The Vigil Mechanism provides for adequate safeguards against victimization of Directors or Employees or any other person who avail of the mechanism and also provides direct access to the Chairperson of the Audit Committee. The details of the Vigil Mechanism/ Whistle Blower Policy are also posted on the Company''s website, http://www.indoramaindia.com/pdf/policies/ Whistle-Blower-Policy-REVISED.pdf.

28. Credit Rating

During the year, India Ratings and Research (Ind-Ra) has upgraded the Long-Term Issuer Rating of Indo Rama Synthetics (India) Limited to "INDA-". The outlook is Stable. The Instrument wise rating action is as follows:

Instrument Type	Amount (Billion)	Rating/outlook	Rating action
Term Loans	^2.94 (Reduced from ^4.46)	IND A-/Stable	Upgraded
Working	m.05	IND A-/Stable/	Upgraded
Capital Facilities	(Increased from ?9)	IND A2

29. Subsidiary Companies

Presently, your Company has two WOS, viz., Indorama Yarns Private Limited, incorporated on August 16, 2019, and Indorama Ventures Yarns Private Limited, incorporated on July 5, 2021. The Board has approved the formation of a new WOS, Indorama Ventures Yarns Private Limited, for the expansion plan of the Company by adding DTY Machines towards balancing equipment for value addition.

There are no Associate Companies or Joint Venture Companies within the meaning of Section 2(6) of the Companies Act, 2013.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the Financial Statements of the Company''s Subsidiary, in Form AOC-1 is attached to the Financial Statements of the Company.

30. Consolidated Financial Statements

Your Company has prepared a Consolidated Financial Statement of the Company and its Subsidiary, namely, Indorama Yarns Private Limited, and Indorama Ventures Yarns Private Limited 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 applicable accounting standards and the SEBI LODR Regulations, as amended.

The Consolidated Financial Statements for the year ended March 31, 2022, form part of this Report and Financial Statements. The same shall be laid before the Members of the Company at the AGM while laying its Financial Statements under sub-Section (2) of the Section 136 of the Companies Act, 2013.

Further, pursuant to provisions of Section 136 of the Companies Act, 2013, the Financial Statements of the Company, Consolidated Financial Statements along with the relevant documents and separate Audited Accounts in respect of Subsidiary are available on the Company''s website, https://www.indoramaindia.com/subsidiary.php. Shareholders desirous of obtaining the Financial Statements of the Company''s Subsidiary may obtain the same upon request by email to the Company, i.e., corp@indorama-ind. com.

Your Company does not have any material subsidiary in the immediately preceding accounting year. However, as per Regulation 16 of the SEBI Listing Regulations, the Company has adopted the policy for determining a ''material subsidiary'', which states that a material subsidiary means a subsidiary, whose income or net worth exceeds 10% of the consolidated income or net worth, respectively, of the Company and its subsidiaries in the immediately preceding accounting year.

A policy on "material subsidiaries" was formulated by the Audit Committee of the Board and the same is also posted on the Company''s website, http://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 made thereunder, your Company at its Thirty-two Annual General Meeting appointed, M/s Walker Chandiok & Co LLP (FRN 00/076N/N 500013) as Statutory Auditors of the Company for an initial term of five consecutive years, i.e., from the conclusion of the 32nd Annual General Meeting of the Company held on July 28, 2018, until the conclusion of 37th Annual General Meeting of the Company to be held in the year 2023. The Statutory Auditors have confirmed 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 of the Company for the financial year 2021-22, forms part of the Annual Report. The notes on financial statements referred to in the Auditors Report are

self-explanatory and do not call for further comments. The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts. The Auditors'' Report does not contain any qualifications, reservations, or adverse remarks. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013, therefore no details are required to be disclosed under Section134(3)(ca) of the Companies Act, 2013.

32. Cost Auditor

In compliance with the provisions of the Companies Act, 2013 and relevant rules, your Company has been maintaining Cost Records.

In conformity with the directives of the Central Government, the Company has appointed Mr. R. Krishnan, Cost Accountant (Membership No.7799) as Cost Auditor under Section 148 of the Companies Act, 2013 for audit of the Cost Record of the Company to carry out the audit of cost records maintained by the Company for the financial year 2021-22.

Your Company has received consent from Mr. R. Krishnan, Cost Accountant, for re-appointment as Cost Auditor for the financial year 2022-23, in accordance with the applicable provisions of the Companies Act, 2013 and Rules framed thereunder. The remuneration of Cost Auditor has been approved by the Board on the recommendation of the Audit Committee and the requisite resolution for ratification of remuneration of Cost Auditor by the members has been set out in the notice of the Thirty-sixth Annual General Meeting of your Company.

33. Internal Auditor

Your Company has appointed M/s S. S. Kothari Mehta & Company as Internal Auditors under Section 138 of the Companies Act, 2013 and Rules made thereunder. The scope, functioning, periodicity, and methodology for conducting internal audit were approved by the 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 with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has 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, for conducting the Secretarial Audit for the financial year 2021-22.

The Secretarial Audit Report of CS Jaya Jadav, Practicing Company Secretary, in Form MR-3, for the year ended March 31, 2022, is annexed, and forms a part of this Report. The Secretarial Audit Report is self-explanatory and does not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks, or disclaimer. During the year under review, the Secretarial Auditor had not reported any matter under Section 143(12) of the Companies Act, 2013, therefore no details are 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 and Secretarial 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 deposit from 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 has in place an Internal Control System designed to ensure proper recording of financial and operational information and compliance with various internal controls and other regulatory and statutory compliances. A Self-certification exercise is also conducted by which senior management certifies the effectiveness of the internal control system of the Company. The internal audit has been conducted by a qualified external Internal Auditors. The findings in the Internal Audit Report are reviewed by the Management and by the Audit Committee of the Board and proper follow-up actions are ensured wherever required. The Statutory Auditors have evaluated the internal financial controls framework of the Company and have reported that the same are adequate and commensurate with the size of the Company and the nature of its business.

38. Particulars of Loans, Guarantee or Investments

There are no Loans, Guarantees made by your Company during the financial year 2021-22, however, the Company has additionally acquired 20,00,000 (Twenty Lakhs) Equity Shares @ ?10/- each aggregating to ?2,00,00,000/- (Indian Rupees Two Crores only) of Indorama Ventures Yarns Private Limited, its Wholly Owned Subsidiary on March 30, 2022. Details are given in the notes to the Financial Statements.

39. Insurance

All the properties including buildings, plants and machinery, and stocks have adequately been insured.

40. Particulars of Loans/ Advances/ Investments as required under Schedule V of SEBI Listing 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 as required under Part A of Schedule V of SEBI Listing Regulations have been provided in the Notes to the Financial Statements of the Company. Further, there was no transaction with the person/ entity belonging to the Promoter and Promoter Group, which holds 10% or more shareholding in the Company as per Para 2A of the aforesaid schedule.

41. Risk Management

On May 5, 2021, SEBI notified SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, effective from May 6, 2021, and amended Regulation 21 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) to mandatorily formulate Risk Management Committee

Based on the above notification, the formation of the Risk Management Committee is mandatory for the Company w.e.f. May 6, 2021. Your Company has its Risk Management Committee, duly formulated by the Board. However, the role and responsibilities of the Risk Management Committee have been reviewed and approved by the Board at its meeting held 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 in different areas of operations and to develop a policy for actions associated to mitigate the risks. It regularly analyses and takes corrective actions for managing/ mitigating the same. Your Company''s Risk Management framework ensures compliance with the provisions of SEBI Listing Regulations.

42. Listing

The shares of your Company are listed at both BSE Limited and National Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the financial year 202223 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 impact the 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 on the Management Discussion and Analysis, as approved by the Board, which includes details on 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 Certificate complying with the conditions of Corporate Governance as stipulated in Regulation 27 of SEBI LODR Regulations has been annexed and forms a part of this Report.

46. Transfer of Unclaimed Dividend/ Equity Shares to Investor Education and Protection Fund (IEPF) Authority

Pursuant to the provisions of Section 125 of the Companies Act, 2013, relevant amounts, which remained unpaid or

unclaimed for a period of seven years have been transferred by the 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 Company has uploaded the details of unpaid and unclaimed dividend amounts lying with the Company as on March 31, 2021, on the Company''s website, www.indoramaindia.com and also on the Ministry 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 has transferred 40,729 (Forty Thousand Seven Hundred Twenty Nine) equity shares of ?10/-each of the Company held by various Investors, physical as well as dematerialized form, whose dividend amount is unclaimed/ unpaid for seven years to Suspense Account of the Investor Education and Protection Fund (IEPF) Authority, during the financial year 2021-22 and the details thereof uploaded on the Company''s website, https://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 all levels during the year under review. Your Company firmly believes that a dedicated workforce constitutes the primary source of sustainable competitive advantage. Accordingly, human resource development continues to receive focused attention. Your directors wish to place on record their appreciation for the dedicated and commendable services 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, the Annual 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 the Company

There are no material changes and commitments, affecting the financial position of your Company that has occurred between the year ended March 31, 2022, and the date of this Directors'' Report.

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

The relevant details in this regard have been provided in the Corporate Governance Report 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 posted on the Company''s website, https:// www.indoramaindia.com/pdf/policies/Code-of-Conduct-for-Directors-n-Sr-Management-REVISED.pdf.

The Chief Executive Officer of the Company has given a declaration that all the Directors and Senior Management Personnel concerned, affirmed compliance with the Code of Conduct with reference to the year ended March 31, 2022, and a declaration is attached with the Annual Report.

52. CEO and CFO Certification

Pursuant to SEBI Listing Regulations, CEO and CFO Certification is attached with the Annual Report. CEO and CFO also provide quarterly certification on financial results, while 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 the provisions of IEPF. The details of the Nodal Officer are available on the Company''s website, www.indoramaindia.com.

54. Acknowledgement

Your Company has been able to operate responsibly and efficiently because of the culture of professionalism, creativity, integrity, ethics, good governance, and continuous improvement in all functions and areas as well as the efficient utilization of the Company''s resources for sustainable and profitable growth.

Your directors hereby wish to place on record their appreciation of the efficient and loyal services rendered by every employee, more particularly during this challenging time, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. Your directors also record their grateful appreciation for the encouragement, assistance, and cooperation received from members, government authorities, banks, customers, and all other stakeholders. Your directors look forward to the longterm future with confidence.

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Mar 31, 2018

BOARD''S REPORT

The Members,

The Board of Directors is pleased to present the Company’s 32nd Annual Report along with the Audited Financial Statements of your Company for the financial year ended 31st March, 2018.

1. Financial Highlights

The financial performance of the Company for the year ended 31st March, 2018 is summarized below:

(Rs, In Crores)

Particulars	Year Ended
	31 March 2018	31 March 2017
Total Income	2317.44	2729.57
Profit before Financial Costs, Depreciation, Foreign exchange fluctuation,	60.22	23.76
Exceptional items and Tax (EBIDTA)
Finance Costs	94.37	91.08
Profit/(loss) before Depreciation, Foreign exchange fluctuation, Exceptional items and Tax (EBDTA)	(34.15)	(67.32)
Depreciation	83.20	79.48
Profit before Foreign exchange fluctuation, Exceptional items and Tax (EBTA)	(117.35)	(146.80)
Foreign exchange fluctuation	(0.15)	13.52
Profit / (Loss) before Exceptional items and Tax	(117.50)	(133.28)
Exceptional Items:
- Others	(7.36)	(4.73)
Profit / (Loss) before Tax	(124.86)	(138.01)
Tax (Credit) / Charge	(42.17)	(53.98)
Profit / (Loss) after Tax from continuing operations	(82.69)	(84.03)
Other comprehensive income/(expense) (net of tax)	0.67	(0.20)
Total comprehensive income / (expense) after tax	(82.02)	(84.23)
Profit brought forward from previous year	105.15	207.65
Profits available for Appropriation	23.13	123.42
Appropriations :
Dividend paid on Equity Shares pertaining to previous years	-	15.18
Tax on Dividend	-	3.09
Transfer to General Reserve	-	-
Surplus carried to Balance Sheet	23.13	105.15
Total Appropriation	-	-

2. Operational and Financial Review

During the financial year 2017-18, we achieved revenue from operations of Rs, 2,313.70 crore (Rs, 2,701.05 crore in

2016-17), on account of focused marketing efforts and better outreach to customers nationally and internationally. Our net loss for the year was of Rs, 82.02 crore against loss of Rs, 84.23 crore in the financial year 2016-17. Our earnings per share stood at Rs, (5.45) and book value per share at Rs, 27.64 as on 31st March, 2018.

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

The demand for man-made fibers is showing signs of improvement and we are hopeful that the demand for polyester will see revival. Polyester demand will be driven by its growing relevance in daily life across home textiles, apparel, automotive, furnishing fabrics, technical textile and non-woven segments.

Moving ahead, with rising demand in the domestic and international markets, we are hopeful 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 to recommend dividend for the year under review. No amount being transferred to the General Reserves.

4. Change in the Nature of Business

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

5. Material Changes and Commitments

There have not been any material changes and commitments affecting the financial position of the Company between the end of the financial year as on 31st March, 2018 and the 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 and attendance 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) Board Meetings. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

8. Directors'' Identification Number (DIN)

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

Name	DIN	Name	DIN
Mr. Om Prakash Lohia	00206807	Dr. Arvind Pandalai	00352809
Mr. Vishal Lohia	00206458	Mr. Suman Jyoti Khaitan	00023370
Mr. Ashok Kumar Ladha	00089360	Ms. Ranjana Agarwal	03340032

9. Directors and Key Managerial Personnel

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Mr. Ashok Kumar Ladha, Mr. Suman Jyoti Khaitan, Dr. Arvind Pandalai were appointed as Independent Directors at the 28th Annual General Meeting of the Company held on 1st August, 2014 and Ms. Ranjana Agarwal was appointed as Woman Independent Director at the 29th Annual General Meeting of the Company held on 30th July 2015. They have submitted a declaration that each of them meets the criteria of Independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Directors during the financial year 2017-18.The Appointment and Tenure of the Independent Directors, including code for Independent Directors are available on the website of the Company, www.indoramaindia.com.

Mr. Vishal Lohia, Whole Time-Director of the Company, Retire by Rotation at the ensuing 32nd Annual General Meeting and, being eligible, offers himself for reappointment.

The details of proposal for appointment/re-appointment of Director is mentioned in the Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 of the Notice of the ensuing 32nd Annual General Meeting of the Company scheduled to be held on Saturday, 28th July 2018.

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

During the year, Mr. Anant Kishore, Chief Executive Officer (CEO) of the Company, retired 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/KMP of the Company with effect from 30th November 2017.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial 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, laid down a Nomination and Remuneration Policy for selection and appointment of the Directors, Key Managerial Personnel and their remuneration. The Committee comprises of Four Members, viz; Mr. Ashok Kumar Ladha as Chairman, Mr. Suman Jyoti Khaitan, Dr. Arvind Pandalai and Ms. Ranjana Agarwal as Members. The Committee reviews and recommend to the Board for remuneration of the Directors and Key Managerial Personnel. The details of terms of reference of Nomination and Remuneration Committee, number and dates of meetings held, attendance of the directors and remunerations paid to them and the brief outline of the Remuneration Policy of the Company are given separately in the attached Corporate Governance Report.

The Company does not pay any remuneration to the Non-Executive/Independent Directors of the Company other than sitting fee for attending the meetings of the Board and Committees of the Board. The Executive Director(s) do not take any sitting fee for attending such meetings. The Remuneration to the Executive Directors including Chairman & Managing Director and Whole-time Director is governed by the recommendation of Nomination and Remuneration Committee, Resolutions passed by Board of Directors and shareholders of the Company at the General Meetings and such other approvals pursuant to the provisions of the Companies Act, 2013. The Company has displayed the Nomination and Remuneration Policy on its website, www.indoramaindia.com.

11. Declaration by Independent Directors

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

12. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations, the Board has carried out the annual performance evaluation of its own performance of the Directors individually, 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 the relevant factors that are material for evaluation the performance of individual Directors, the Board and its various Committees, were discussed in detail and structured questionnaire each, for evaluation of the Board, its various Committee and individual Directors, was prepared and recommended to the Board by the Nomination and Remuneration Committee, for doing the

required evaluation, after taking into consideration the input received from the Directors, covering various aspect of the Board''s functioning, such as adequacy of the composition of the Board and its Committee, execution and performance of specific duties, obligations and governance, etc.

A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board, who was evaluated on the parameters such as level of engagement and contribution, Independence of judgments, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the chairman and non-Independent Directors were also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

13. Separate Meeting of Independent Directors

I n terms of the requirements under Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of the Listing Regulations, a separate meeting of the Independent Directors was held on 7th February 2018. The Independent Directors at the meeting, inter-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 of Executive Directors and Non-Executive Directors; and

A Assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

14. Familiarization program for independent directors

The familiarization programmes to Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business mode of the Company and related matters are put up on the website of the Company, www. indoramaindia.com.

15. Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

16. Directors'' Responsibility Statement

Your Directors state that:

(a) i n the preparation of Annual Accounts, for the year ended 31stMarch,2018, the applicable Accounting Standards read with requirements set out under Schedule- III to the Act have been followed and there are no material departures from the same;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as on 31st March, 2018 and the Profit and Loss of the Company for that year;

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

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

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and external consultants, including audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s Internal Financial Controls were adequate and effective 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, 2014,as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report, which forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in the Annual Report, which forms part of this Report.

i n terms of Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

18. Policy on Prevention of Sexual Harassment

The Company has a Policy on “Prevention of Sexual Harassment of Women at Workplace” and matters connected therewith or incidental thereto covering all the aspects as contain under “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013”.

The Policy of the “Prevention of Sexual Harassment of Women at Workplace” of the 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 four members, Mr. Ashok Kumar Ladha as Chairman and Mr. Vishal Lohia, Mr. Suman Jyoti Khaitan, Dr. Arvind Pandalai and Ms. Ranjana Agarwal as Members. The Company Secretary is the Secretary of the Committee. The Managing Director, Chief Financial Officer and Auditors are permanent invitees to the Committee Meetings. The details of terms of reference of Audit Committee, number and dates of meetings held, attendance of the Directors and remunerations paid to them are given separately in the attached Corporate Governance Report. During the year, there were no instances where the Board had not accepted the recommendations of the Audit Committee.

20. Vigil Mechanism / Whistle Blower

Your Company has a Vigil Mechanism/Whistle Blower Policy, pursuant to the provisions of the Companies Act, 2013, for the Directors and Employees to report their genuine concerns or grievances. The Chairman of the Audit Committee, Mr. Ashok Kumar Ladha, will oversee the Vigil Mechanism and to ensure that adequate safeguards are provided to persons against victimization and protected disclosures can also be reported orally by leaving voice mail on toll free number, i.e., 18001035679. The details of the Vigil Mechanism Policy is explained in the Corporate Governance Report and also posted on the website of the Company, www.indoramaindia.com.

21. Conversion of Global Depository Receipts (GDRs)

9,01,000 Global Depository Receipts (GDRs) were converted into 72,08,000 Equity Shares of Rs, 10/- each on 7th February 2017 and 3,83,500 GDRs were also converted into 30,68,000 Equity Shares of Rs, 10/- each of the Company on 15th April 2017 in the name of Brook grange Investments Limited, a Promoter Group Company.

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

Since, all the Global Depository Receipts (GDR’s) are duly converted into equity shares and the Depositary Agreement has been terminated, accordingly the GDR’s program/ facility de-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 bearing face value of '' 1,00,00,000/- each as per the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.The said OCDs are convertible into equity shares at the option of OCD holder within a period of twelve months 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 ratings ascribed 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 the meaning 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 also available on Company’s website, www.indoramaindia.com. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. The omnibus approval is required to be obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm’s length basis. All related party transactions are placed before the Audit Committee for review and approvals. All related party transactions entered during the financial year were in ordinary course of the business and on arm’s length basis.

The details of contracts/arrangement with the related parties are appearing under Note No. 34 in the Financial Statements and form part of this Board’s Report. The particulars of contracts or arrangements with related parties prepared under Section 188(1) of Companies Act, 2013 read with Rule 8 (2) of Companies (Accounts) Rule, 2014 is annexed with this Report in Form AOC-2, as Annexure - 1.

All the Related Party Transactions were placed before the Audit Committee and Board of Directors for approvals.

26. Statutory Auditors

Your Company pursuant to the provisions of sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies(Audit and Auditors) Rules,2014 as may be applicable and pursuant to the recommendations of the Audit Committee, M/s Walker Chandiok & Co LLP (FRN 00/076N/N 500013), appointed as statutory Auditors of the Company, in place of retiring Auditors M/s B S R and Associates, Chartered Accountants (ICAI Firm Registration No. 128901W), to hold office from the conclusion this Annual General Meeting (AGM) until the conclusion of the 37th AGM, subject to ratification by the members at every year, as applicable, at such remuneration and out of pocket expenses 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), we would like to inform that:

i) the Company is of the view on paragraph 4(i) that its business comprises of Polyester products, which had been highly competitive resulting into losses in the current as well as previous period but over the period the demand and supply in the industry has balanced, resulting in improved plant operating rate. This has resulted in improved profit margins in the industry. The Company has also taken several initiatives to improve its operational performance in terms of specialty products, cost control initiatives and addition of new customers. The Company has plans to secure additional working capital funds to ease the liquidity position and improve the capacity utilization. Based on the above, the Company believes that the profitability will improve over the next few years. The Company is confident that the deferred tax assets carried at the end of the period is fully recoverable.

ii) i n respect of paragraph 4(ii), on the basis of legal advice the amounts recognized are fully recoverable.

27. Cost Auditors

Your Company, as recommended by the Audit Committee, appointed Mr. R. Krishnan, Cost Accountants, (Membership No. 7799), New Delhi, as Cost Auditors of the Company, for conducting 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 sad demise of Shri S. N. Balasubramanian, Partner of M/s Balaji & Associates, Cost Accountants, (Firm Registration No. 000112),on 20th November, 2017 and the remuneration payable to the Cost Auditors has to

be ratified by the members in the ensuing 32nd Annual General 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 the applicable provisions of the Companies Act, 2013 and Rules framed thereunder, as recommended by the Audit Committee and the requisite resolution for ratification of remuneration of Cost Auditors by the members has been set out in the notice of 32nd Annual General Meeting of your Company.

28. Secretarial Auditor

The Board has appointed M/s Sanjay Grover and Associates, Company Secretaries, (Firm Registration Number P2001DE052900), to conduct the Secretarial Audit for the financial year 2018-19.

The Secretarial Audit report, for the financial year ended 31st March 2018 is annexed herewith and marked as Annexure - 2 to this Board''s Report.

The Secretarial Auditors of the Company have given a qualified report for the financial year 2017-18. The Management''s Reply to the observations is submitted as under:

Auditor’s Comment Management’s Reply

The remuneration paid to Mr. Om Prakash Lohia, Chairman The shareholders approved re-appointment and revised remuneration of and Managing Director of the Company, after December 25, Mr. Om Prakash Lohia, Chairman & Managing Director of the Company 2017 (prior to this remuneration was paid in terms of approval vide Special Resolution on 7th April, 2018, w.e.f 26th December 2017 of Central Government) is in excess of the limits specified under to 25th December 2020. The Company will make an application to the Section 197 read with Schedule V of the Act and the Company Central Government for approvals as required as per Section 197 read is required to seek approval of the Central Government. with Schedule V of the Companies Act, 2013.

The Company is not having adequate number of directors The Management of the Company is the process of finding the suitable liable to be retired by rotation in accordance with the provisions candidate for the position of Director (liable to be retired by rotation). of Section 152 of the Act.

The Company is yet to transfer the shares due for transfer, The Company is in the process of transferring the shares due for transfer, to Investor Education and Protection Fund Authority, under to Investor Education and Protection Fund Authority, under Investor Investor Education and Protection Fund Authority (Accounting, Education and Protection Fund Authority (Accounting, Audit, Transfer and Audit, Transfer and Refund) Rules, 2016. Refund) Rules, 2016. The Company is also trying to complete all legal __formalities_as_earliest_as_possible_for_making_above_transfer._

29. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

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

30. Public Deposits

During the Financial Year 2017-18, the Company has not accepted and deposit from the public and as such, there are no outstanding deposits in term of the Companies (Acceptance of Deposits) Rules, 2014.

31. Significant and Material Orders passed by the Regulators

There were no significant and material orders passed by regulators/ courts or tribunals impacting 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 of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. Self-certification exercise is also conducted by which senior management certifies effectiveness of the internal control system of the Company. Internal Audit has been conducted throughout the organization by qualified outside Internal Auditors. The findings of the internal Audit Report are reviewed by the top Management and by the Audit Committee of the Board and proper follow-up action are ensured wherever required. The Statutory Auditors have evaluated the internal financial controls framework of the Company and have reported that the same are adequate and commensurate 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 elements of risk in different areas of operations and develop policy for actions associated to mitigate the risks. It regularly analyses and takes corrective actions for managing / mitigating the same. Your Company’s Risk management framework ensures compliance with the provisions of the Listing Regulations.

Your Company has institutionalized the process for identifying, minimizing and mitigating risks which is periodically reviewed. Some of the risks identified and been acted upon by your Company are Securing critical resources; ensuring sustainable plant operations; ensuring cost competitiveness including logistics; completion of CAPEX; maintaining and enhancing customer service standards and resolving environmental and safety related issues.

35. Corporate Social Responsibility (CSR) Committee

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

As required under Section 135 of the Companies Act, 2013, the CSR Committee comprising of 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 to meet the Corporate Social Responsibility. The CSR Policy includes any activity that may be prescribed as CSR activity as per the Rules of the Companies Act, 2013. The main focus areas taken in the policy are Education, Health Care and Family Welfare, Environmental Safety, contribution to any relief fund setup by the Government of India and any State Government.

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

However, your Company contributed amounting to '' 28,83,400/- (Rupees Twenty Eight Lakhs Eighty Three Thousand Four Hundred only) for various CSR activities under taken by the Company during the financial year

2017-18.

The CSR Committee met once during the year to review the Corporate Social Responsibility Policy. The details of amount spent on CSR activities and projects undertaken 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 Company, www.indoramaindia. com.

36. Listing

The shares of your Company are listed at BSE Limited and National Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the financial year 2018-19 have been paid.

37. Corporate Governance

Your Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India (SEBI). Your Company has also implemented several best corporate governance practices. The Report on Corporate Governance as stipulated under Regulation 34 of the Securities 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 compliance with the conditions of corporate governance as stipulated under the aforesaid Regulation is attached to the Report on Corporate Governance.

38. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations with the Stock Exchanges, is presented in a separate chapter forming 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 amounts, which remained unpaid or unclaimed for a period of seven years have been transferred by the 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 has uploaded the details of unpaid and unclaimed dividend amounts lying with the Company as on 19th September 2017 (date of last Annual General Meeting) on the Company''s website, www.indoramaindia.com and also on the Ministry of Corporate Affairs'' website.

40.Industrial Relations / Human Resources

Your Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under report. Your Company firmly believes that a dedicated workforce constitute the primary source of sustainable competitive advantage. Accordingly, human resource development continues to receive focused attention. Your Directors wish to place on record their appreciation for the dedicated and commendable services rendered by the staff and workforce of your Company. There are 700 numbers of employees of the Company as 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 annexed as Annexure - 5 to this report.

42. Acknowledgements

Your Directors would like to express their appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

For and on behalf of the Board of Directors of Indo

Rama Synthetics (India) Limited

Place: Gurugram Om Prakash Lohia

Date: 28th May 2018 Chairman & Managing Director

(DIN 00206807)

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Mar 31, 2015

Dear Shareholders,

The Directors take pleasure in presenting the 29th Annual Report together with the audited accounts for the financial year ended 31 March 2015.

Financial Highlights

The financial performance of your Company for the year ended 31 March 2015 is summarized below:

(Rs. in Million)

Particulars Year Ended Year Ended

31 March 2015 31 March 2014

Net Sales, Operating and Other Income 27,711.90 28,731.30

Profit before Other Income, Financial Costs, 1,224.40 89.10

Depreciation, Exceptional items and Tax (Operational EBIDTA)

Other Income 98.10 2,356.80

Profit before Financial Cost, Depreciation, 1,322.50 2,445.90

Exceptional items and Tax (EBIDTA)

Finance Costs 433.80 352.30

Profit before Depreciation, Exceptional items 888.70 2,093.60

and Tax (EBDTA)

Depreciation 1,171.60 1,351.20

Profit/(Loss) before Exceptional items and Tax (282.90) 742.40

Exceptional Items:

- Foreign exchange fluctuations Income/(expenses) 150.20 (995.10)

- Loss on account of write down on inventories (207.50) -

(Loss)/Profit before Tax (340.20) (252.70)

Tax (Credit)/Charge (124.90) (170.90)

(Loss)/Profit after Tax (215.30) (81.80)

Profit brought forward from previous year 1,822.50 2,081.90

Profits available for Appropriation 1,607.20 2,000.10

Appropriations:

Proposed Dividend on Equity Shares 151.80 151.80

Corporate Tax on Proposed Dividend 30.90 25.80

Transfer to General Reserve - -

Surplus carried to Balance Sheet 1,424.50 1,822.50

Total Appropriation 182.70 177.60

Operational and Financial Review

During 2014-15, we achieved Rs. 2,708.90 crore turnover (Rs. 2,592.63 crore in 2013-14), on account of focused marketing efforts and better outreach to customers nationally and internationally. Our operational EBIDTA stood at Rs. 122.44 crore against Rs. 8.91 crore in 2013-14 and a net loss of Rs. 21.53 crore against Rs. 8.18 crore in 2013-14. Our earnings per share stood at Rs. (1.42) and book value per share at Rs. 36.48 as on 31 March 2015.

The year 2014-15, was one of the most challenging years in the recent past as the polyester industry saw several challenges. First, crude prices saw a sharp decline during the year, which triggered reduction in prices for Purified Terephthalic Acid (PTA) and Mono Ethylene Glycol (MEG) (key raw materials for polyester manufacturing) prices. This resulted in significant inventory losses. Second, the government levied Anti-Dumping Duty on PTA imports, which resulted in an increase in raw material cost. Third, demand for polyester was subdued in the global markets.

In the adverse environment your Company remained resilient. Your Company focused on widening product basket, expanding market reach, cost optimisation, growing portfolio of specialty products and elevating people potential. As a result, your company has creating a more robust business model.

The demand for man-made fibres is showing signs of improvement and we are hopeful that the demand for polyester will see revival. Polyester demand will be driven by its growing relevance in daily life across home textiles, apparel, automotive, furnishing fabrics, technical textile and non-woven segments.

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

Change in the Nature of Business

There was no change in the nature of the business of the Company and its subsidiaries during the year. There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Material Changes and Commitments

There have not been any material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company as on 31 March 2015 and the date of this report, i. e. 18 May 2015.

Dividend

Your Directors have recommended a dividend of Rs. 1 (i.e., 10%) per equity share (Last year Rs. 1 per equity share) of the face value of Rs. 10/- each for the financial year ended 31 March 2015, amounting to Rs. 18.27 crore (including Dividend Distribution Tax), and is as per the financial needs of the business. The dividend payout is subject to approval of the shareholders at the ensuing Annual General Meeting.

The dividend will be paid to the members, whose names appear in the Register of Members as on 23 July 2015 and in respect of shares held in dematerialised form, it will be paid to members, whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date

Number of Meetings of the Board

During the year four Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Directors

Pursuant to the provisions of Companies Act, 2013 and Articles of Association of the Company, the following changes took place in the office of Directors of the Company.

Mr. Vishal Lohia, Whole-time Director of the Company, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment.

The Board has appointed Ms. Ranjana Agarwal as Additional Director - being an Independent Women Director on the Board of the Company with effect from 18 May 2015.

The details of proposal of appointment/re-appointment of Mr. Vishal Lohia is mentioned in the Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 of the Notice of the 29th Annual General Meeting.

Particulars of Employees and Key Managerial Personnel

Mr. Sanjay Syal, President & Chief Financial Officer/KMP of the Company has resigned with effect from 7 November 2014 and the vacancy caused by his resignation is filled up by appointment of Mr. Sanjeev Aggarwal, President & Chief Financial Officer/KMP, with effect from 11 November 2014, in his place.

Presently, Mr. Anant Kishore, Chief Executive Officer, Mr. Sanjeev Aggarwal, President & Chief Financial Officer and Mr. Jayant K Sood, Head-Corporate & Company Secretary of the Company are the Key Managerial Personnel of the Company.

The Board hereby affirms that the remuneration paid to the Directors and Senior Management including Key Managerial Personnel is as per the Nomination and Remuneration Committee Policy adopted by the Company. Pursuant to Section 134(3) (q) read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Remuneration and other details of Key Managerial Personnel and other Employees for the year ended 31 March 2015 are annexed to this report.

Declaration by Independent Directors

Declaration given by Independent Directors meeting the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 is received and taken on record.

Policy on Directors' Appointment and Remuneration

The Company has a "Nomination and Remuneration Committee" of Directors in place. The Committee comprises of three Members, viz; Mr. Ashok Kumar Ladha as Chairman, Mr. Suman Jyoti Khaitan, Dr. Arvind Pandalai as Members. The Committee reviews and recommend to the Board for remuneration for Directors and Key Managerial Personnel. The detail of terms of reference of Nomination and Remuneration Committee, number and dates of meetings held, attendance of the directors and remunerations paid to them and the brief outline of the Remuneration policy of

the Company are given separately in the attached Corporate Governance Report.

The Company does not pay any remuneration to the Non- Executive/Independent Directors of the Company other than sitting fee for attending the meetings of the Board and Committees of the Board. Executive Director(s) do not take any sitting fee for attending such meetings. Remuneration to the Whole-time Director is governed under the relevant provisions of the Act and approvals. The Company has displayed the remuneration policy on its website in terms of Clause 49 (VIM)(C)(3).

Directors' Responsibility Statement

As stipulated in Section 134 (3) (c) read with Section 134(5) of the Companies Act, 2013, to the best of your Director's knowledge and belief and according to the information and explanations obtained, your Directors subscribe to the "Directors Responsibility Statement" and confirm that:

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

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as on 31 March 2015 and the Profit and Loss of the Company for that year;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Audit Committee

The Audit Committee of the Board of Directors of the Company consisting of four members, Mr. Ashok Kumar Ladha as Chairman and Mr. Vishal Lohia, Mr. Suman Jyoti Khaitan and Dr. Arvind Pandalai as Members. The Company Secretary is the Secretary of the Committee. The Managing Director, Chief Financial Officer and Auditors are permanent invitees to the committee meetings. The detail of terms of reference of Audit Committee, number and dates of meetings held, attendance of the directors and remunerations paid to them are given separately in the attached Corporate Governance Report. During the year there were no instances where the board had not accepted the recommendations of the Audit Committee.

Vigil Mechanism / Whistle Blower Policy

Your Company established a Vigil Mechanism/Whistle Blower Policy, pursuant to the provisions of the Companies Act, 2013, for the Directors and Employees to report their genuine concerns or grievances. The Chairman of the Audit Committee, Mr. Ashok Kumar Ladha, will oversee the Vigil Mechanism and to ensure that adequate safeguards are provided to persons against victimization and protected disclosures can also be reported orally by leaving voice mail on toll free number, i.e., 18001035679. The details of the Vigil Mechanism Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

Credit Rating

The Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by CARE Ratings, CARE BBB- (Triple B Minus).

Subsidiaries

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company.

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statements presented by the Company in this Report include the financial results of the subsidiary company duly audited by the statutory auditors. The said statements have been prepared pursuant to Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014 in Form AOC-1 and in accordance with the relevant accounting standards as prescribed under the Companies Act, 2013.

The Company will provide a copy of separate financial statements in respect of each of its subsidiary to any shareholder of the Company, who asks for it and the said financial statements will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

Consolidated Financial Statement

The Consolidated Financial Statements have been prepared by your Company in accordance with the applicable Accounting Standards (AS-21) issued by the Institute of Chartered Accountants of India and the provisions of the Listing Agreement with the Stock Exchanges. Together with the Auditors' Report, these forms part of the Annual Report.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

Extract of Annual Return

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

Statutory Auditors

M/s B S R and Associates, Chartered Accountants (ICAI Firm Registration No. 128901W), were appointed as Statutory Auditors of the Company at the 28th Annual General Meeting of the Company held on 1 August 2014, who shall hold office till the conclusion of 31st Annual General Meeting of the Company in accordance with the provisions of the Companies Act, 2013. However, this appointment was subject to ratification by the members at every Annual General Meeting held after appointment during their tenure of office. The Auditors have confirmed their eligibility and qualification under Section 141 of Companies Act, 2013 and therefore, their ratification for appointment as Statutory Auditors for the year 2015-16 is being sought from the Members of the Company at the ensuing AGM. As regards

As stipulated under Schedule VII of the Companies Act, 2013, the Company has undertaken various activities under CSR compliance and during the year under report, the Company has spent a sum of ' 1.8 million towards CSR activities in line with the compliance with Section 135 of the Companies Act 2013.

As required under Section 135 of the Companies Act, 2013, the CSR Committee comprising of Mr. Om Prakash Lohia as the Chairman and Mr. Vishal Lohia and Dr. Arvind Pandalai as its Members. The CSR Committee of the Company has laid down the policy to meet the Corporate Social Responsibility. The CSR Policy includes any activity that may be prescribed as CSR activity as per the Rules of Companies Act, 2013. The main focus areas taken in the policy are Education, Health care and family welfare, Environmental Safety, contribution to any relief fund setup by the Government of India and any State Government.

The details of amount spent on CSR activities and projects undertaken during the year are given in the Annexure- 4 to the Directors Reports.

The detailed CSR policy of the Company is also available on the website of the Company, www.indoramaindia.com.

Contracts/Arrangements with Related Parties

The details of contracts/arrangement with the Related Parties are appearing under note no. 34 and forms part of this Report. The particulars of contracts or arrangements with related party prepared under Section 188(1) of

Companies Act, 2013 read with Rule 8 (2) of Companies (Accounts) Rule, 2014 is annexed with this Report in Form AOC- 2 as Annexure-5. All related party transactions that were entered into during the year under report were on arm's length basis and were in the ordinary course of business.

Related party Transactions are placed before the Audit Committee as also to the Board for approval. The Policy on Related party Transactions as approved by the Board is uploaded on the Company's website, www.indoramaindia. com. The Company management ensures total adherence to the approved Policy on Related Party Transactions to establish Arm's Length Basis without any compromise.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committee. During the year under report, the Independent Directors met on 13 February 2015, inter-alia, to discuss:

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

- Performance evaluation of the Chairman of the Company;

- Evaluation of the quality of flow of information between the Management and Board for effective performance by the Board.

Directors' Identification Number (DIN)

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

Name DIN

Mr. Mohan Lal Lohia 00918397

Mr. Om Prakash Lohia 00206807

Mr. Vishal Lohia 00206458

Mr. Ashok Kumar Ladha 00089360

Name DIN

Dr. Arvind Pandalai 00352809

Mr. Suman Jyoti Khaitan 00023370

Mr. Anant Kishore 05262142

Ms. Ranjana Agarwal 03340032

Listing

The shares of your Company are listed at BSE Limited and National Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the financial year 2015-16 have been paid.

Corporate Governance

Your Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. Your Company has also implemented several best corporate governance practices. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms integral part of this Annual Report.

The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49 is attached to the Report on Corporate Governance.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with he Stock Exchanges, is presented in a separate chapter forming part of this Annual Report

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

Pursuant to the provisions of Section 205A (5) & 205C of the Companies Act, 1956 (which are still applicable as the relevant sections under Companies Act, 2013 are yet to be notified), relevant amounts, which remained unpaid or unclaimed for a period of seven years have been transferred by the 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 has uploaded the details of unpaid and unclaimed dividend amounts lying with the Company as on 1 August 2014 (date of last Annual General Meeting) on the Company's website, www.indoramaindia. com, as also on the Ministry of Corporate Affairs' website.

Industrial Relations / Human Resources

Your Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under report. Your Company firmly believes that a dedicated workforce constitute the primary source of sustainable competitive advantage. Accordingly, human resource development continues to receive focused attention. Your Directors wish to place on record their appreciation for the dedicated and commendable services rendered by the staff and workforce of your Company. There are 828 numbers of employees of the Company as on 31 March 2015.

Acknowledgements

Your Directors would like to express their appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board of Directors of Indo Rama Synthetics (India) Limited

Om Prakash Lohia Place: Gurgaon Chairman & Managing Director Date: 18 May 2015 DIN: 00286807

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Mar 31, 2013

Dear Shareholders,

The Directors take pleasure in presenting the 27th Annual Report together with the audited accounts for the financial year ended 31 March 2013.

FINANCIAL HIGHLIGHTS

The financial performance of your Company for the year ended 31 March 2013 is summarised below.

(Rs. Million)

Year Ended Year Ended Particulars 31 March 2013 31 March 2012

Net Sales and Other Income 31,509.10 31,760.60

Profit before Financial Costs, Depreciation, 2,824.50 3,190.60 Exceptional item and Tax (EBIDTA)

Finance Costs 445.10 612.20

Profit before Depreciation, Exceptional item and 2,379.40 2,578.40 Tax (EBIDTA)

Depreciation 1,579.90 1,543.60

Profit / (Loss) before Exceptional item and Tax 799.50 1,034.80

Exceptional item - Foreign exchange fluctuations (392.60) (652.50) (expenses)/ Income

Profit / (Loss) before Tax 406.90 382.30

Tax (Credit) / Charge (5.70) 62.70

Profit / (Loss) after Tax 412.60 319.60

Profit brought forward from previous year 1,846.90 1,703.70

Profits available for Appropriation 2,259.50 2,023.30

Appropriations :

Interim Dividend - -

Proposed Dividend on equity shares 151.80 151.80

Corporate Tax on Proposed Dividend 25.80 24.60

Transfer to general reserve - -

Surplus carried to Balance Sheet 2,081.90 1,846.90

Total Appropriation 177.60 176.40

operational and financial review

During the year under report, your Company recorded gross revenue of Rs.31,664 Million as against Rs.31,810 Million in previous year, representing a decrease of 0.46%. EBIDTA is Rs.2,825 Million as against Rs.3,191 Million last year. Profit before Tax stood at Rs.407 Million against Rs. 382 Million for the previous year.

In the last financial year, the overall economic growth was flat and the margin were low due to the macro-economic challenges of economy, but the company continued to focus on internal efficiencies and cost optimisation projects to counter the margin pressures during the year.

At the backdrop of lower economic growth, input price volatility and affected margins. The outlook for polyester continues to be optimistic owing to proposed capacity additions between 2013 and 2015. Moderating demand for home textiles, furnishing fabrics, technical textile, garments will enhance demand from polyester.

In 2012-13, we completed 11 MW STG Power Project, which will convert available steam capacity into power. The addition of 11 MW power will give us the insulation against high rising cost of power and also an opportunity to export the power. The continued expansion in high capacity Draw Texturised Yarn (DTY) machines will convert additional POY into value added DTY products and introduction of new variety of POY, FDY, DTY and PSF products will enhance our offerings.

CONSOLIDATED FINANCIAL STATEMENTS AND RESULTS OF SUBSIDIARY COMPANIES

The Consolidated Financial Statements have been prepared by your Company in accordance with the applicable Accounting Standards (AS-21) issued by the Institute of Chartered Accountants of India and the provisions of the listing agreement with the Stock Exchanges. Together with the Auditors'' Report, these form part of the Annual Report.

In terms of the General Circular of the Ministry of Corporate Affairs (MCA), Government of India, the copy of Balance Sheet, Statement of Profit and Loss Account, Directors'' Report, Auditors'' Report, etc., of the subsidiary Companies is not attached with the Annual Report of the Company. The related information on the Annual Accounts of the subsidiary Companies shall be made available to the shareholders of the Company and of the subsidiary Companies, who shall seek such information at any point of time. The Annual Accounts of the subsidiary Companies will also be kept for inspection by any shareholder at the Registered Office of the Company and that of the subsidiary Companies concerned. The Statement pursuant to Section 212 of the Companies Act, 1956, containing the details of the Company''s subsidiaries and the gist of the financial performance of the subsidiary Companies forms part of the Consolidated Financial Statements of this Annual Report.

DIVIDEND

The Board of Directors has recommended dividend of Rs.1/- per equity share of the face value of Rs.10/- each for the financial year ended 31 March 2013, amounting to Rs. 151,822,242/- (excluding the Corporate Dividend Tax), and is as per the financial needs of the business.

CORPORATE GOVERNANCE

A detailed report on the corporate governance system and practices of your Company along with auditor''s certificate on its compliance are given as a separate chapter in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on Management Discussion and Analysis is provided as a separate chapter in the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under Section 217 (1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure forming part of this Report.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, forms part of this Report.

FIXED DEPOSITS

The Company has not invited /accepted any deposits during the year ended on 31 March 2013 within the meaning of Section 58A of the Companies Act, 1956 and the Rules made thereunder.

DIRECTORS

In accordance with Article 133 of the Articles of Association of the Company, Mr. Mohan Lal Lohia and Dr. Arvind Pandalai, Directors would retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The brief resume of these Directors are given in the notice of the 27th Annual General Meeting of the Shareholders of the Company.

The Board has appointed Mr. Ashok Jagjivan Gupta as Additional Director and Whole-time Director & CEO of the Company with effect from 30 January 2013.

The Board has also appointed Mr. Suman Jyoti Khaitan as Additional Director - being an Independent Director on the Board of the Company with effect from 30 January 2013.

The aforesaid additional directors are liable to retire at the ensuing Annual General Meeting. The Company has received notices from the Shareholders proposing the re-appointment of Additional Directors.

DIRECTORS'' IDENTIFICATION NUMBER (DIN)

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

Mr. Mohan Lal Lohia - 00918397

Mr. Om Prakash Lohia - 00206807

Mr. Vishal Lohia - 00206458

Mr. Ashok Jagjivan Gupta - 02337044

Mr. Om Prakash Vaish - 00001360

Mr. Ashok Kumar Ladha - 00089360

Dr. Arvind Pandalai - 00352809

Mr. Suman Jyoti Khaitan - 00023370

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of annual accounts for the financial year ended 31 March 2013, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(ii) the Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2013 and of the profits of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts for the financial year ended 31 March 2013 on a going concern basis.

AUDITORS

M/s B S R and Associates, Chartered Accountants (Regn. No 128901W), the Statutory Auditors of the Company shall retire at the conclusion of the forthcoming Annual General Meeting, and have confirmed their eligibility for re-appointment in accordance with Section 224(1B) of the Companies Act, 1956.

With regard to the observation made by the Auditors at point number ix (a), xi and xvii of the annexure of their report, we would like to inform that wherever there has been a delay in payment of sales tax/value added tax dues, the same has been made along with interest. Further, a long downturn in the industry compounded by weak rupee had impacted the cash flows of the Company in this financial year. Due to cash flow mismatch Company could not meet the payment commitment of one of its lender on time. However, there are no overdue at the close of the financial year. The cash accruals are expected to improve in the next financial year with improvement in business, while the scheduled debt repayments will go down. This is expected to correct the temporary mismatch in the shot term liabilities and assets.

COST AUDITORS

Pursuant to a directive of the Central Government, your Company is required to conduct a Cost Audit in respect of its Polyester operations every year until further notice. Accordingly, qualified cost auditors were appointed to carry out audit of the cost accounts maintained by the Company for the year ended 31 March 2013.

LISTING

The shares of your Company are listed at Bombay Stock Exchange Limited, Mumbai and National Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the year 2013-14 have been paid.

INDUSTRIAL RELATIONS/HUMAN RESOURCES

Your Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under report. Your Company firmly believes that a dedicated workforce constitute the primary source of sustainable competitive advantage. Accordingly, human resource development continues to receive focused attention. Your Directors wish to place on record their appreciation for the dedicated and commendable services rendered by the staff and workforce of your Company.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to offer their sincere thanks to various departments of the Central and State Governments, government agencies, financial institutions, banks, shareholders, customers, employees and other related organisations, who through their continued support and co-operation, have helped in your Company''s progress.

For and on behalf of the Board of Directors of

Indo Rama Synthetics (India) Limited

Place: Gurgaon Om Prakash Lohia

Date: 10 May 2013 Chairman & Managing Director

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Mar 31, 2012

The Directors take pleasure in presenting the 26th Annual Report together with the audited accounts for the financial year ended 31 March 2012.

Financial Highlights

The financial performance of your Company for the year ended 31 March 2012 is summarised below.

(Rs. million)

Particulars Year Ended Year Ended 31 March 2011 31 March 2011

Net Sales and Other Income 31,760.60 28,404.90

profit before Financial Costs, Depreciation, Exceptional item and Tax 3,190.60 4,196.20 ( EBIDTA)

Finance Costs 612.20 696.60

Profit before Depreciation, Exceptional item and Tax (EBIDTA) 2,578,40 3,499.60

Depreciation 1,543.60 1,499.00

Profit / (Loss) before Exceptional item and Tax 1,034.80 2,000.60

Exception item - Foreign exchange fluctuations (expenses)/ Income -652.50 82.80

Profit / (Loss) before Tax 382.30 2,083.40

Tax 62.70 689.30

Profit / (Loss) after Tax 319.60 1,394.10

profit brought forward from previous year 1,703.70 863.60

Profits available for Appropriation 2,023.30 2,257.70

Appropriations :

Interim Dividend 151.80

proposed Dividend on equity shares 151.80 151.80

Corporate Tax on proposed Dividend 24.60 50.40

Transfer to general reserve 200.00

Surplus carried to Balance Sheet 1,846.90 1,703.70

Total Appropriation 176.40 554.00

The Board of Directors has recommended dividend of Rs.1 per equity share of the face value of Rs.10/- each for the financial year ended 31 March 2012 amounting to Rs.15,18,22,242/-.

Operational and Financial Review

During the year under report, your Company recorded gross sales of Rs. 31,810 Million as against Rs.30,001 Million in previous year, representing an increase of 5.27% which is considered satisfactory considering the present market scenario. EBIDTA is Rs.3,125 Million as against Rs.4,279 Million last year. profit before Tax stood at Rs.382 Million against Rs.2,083 Million for the previous year.

The extremely challenging and prevailing recessionary economic conditions leading to slowdown in demand and inflation pushed up the scale of input costs resulting in an adverse environment for overall performance in 2011-12. Directors are pleased to inform that despite difficult times, your Company, based on its core strengths and sincere efforts of all the Indo Rama family members, has resulted in a sustainable performance.

The demand for polyester remained positive during 2011-12; at the backdrop of lower economic growth, input price volatility and affected margins. The outlook for polyester continues to be optimistic owing to proposed capacity additions between 2013 and 2015.

Moderating demand for home textiles, furnishing fabrics, technical textile, garments will enhance demand from polyester.

In 2011-12, we completed the heat treatment media (HTM) project of replacing Furnace Oil (FO) to coal for heat treatment; resulting in saving on energy cost, continued expansion in high capacity Draw Texturised yarn (DTY) machines will convert additional POY into value added DTY products and introduction of new variety of POY, FDY, DTY and PSF products will enhance our offerings.

Moving forward, in 2012-13, we will commission a 11 MW coal based captive power plant, install a PSF recycle plant, and enhance PSF and DTY capacities. Moreover, as a consistent drive we will continue our Endeavour to enhance operational efficiency through process innovations and rationalise costs to increase profitability.

Dividend

The Board of Directors has recommended dividend of Re. 1 per equity share of the face value of Rs.10/- each for the financial year ended 31 March 2012, amounting to Rs.15,18,22,242/- (excluding the Corporate Dividend Tax), and is as per the financial needs of the business.

Corporate Governance

A detailed report on the corporate governance system and practices of your Company along with auditor's certificate on its compliance are given as a separate chapter in the Annual Report.

Management Discussion and Analysis

A detailed report on Management Discussion and Analysis is provided as a separate chapter in the Annual Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information required under Section 217 (1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure forming part of this Report.

Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (particulars of Employees) Rules, 1975, as amended from time to time, forms part of this Report.

Fixed Deposits

The Company has not invited /accepted any deposits during the year ended on 31 March 2012 within the meaning of Section 58 A of the Companies Act, 1956 and the Rules made there under.

Directors

In accordance with Article 133 of the Articles of Association of the Company, Mr. O. p. Vaish and Mr. A. K. Ladha retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. A Brief resume of these Directors is given in the notice of the 26th Annual General Meeting to the Shareholders of the Company.

Directors' Responsibility Statement

pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of annual accounts for the financial year ended 31 March 2012, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(ii) the Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2012 and of the profits of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts for the financial year ended 31 March 2012 on a going concern basis.

Auditors

M/s B S R and Associates, Chartered Accountants, the Statutory Auditors of the Company shall retire at the conclusion of the forthcoming Annual General Meeting, and have confirmed their eligibility for re-appointment in accordance with Section 224(1B) of the Companies Act, 1956.

With regard to the observation made by the auditors at point number XI and XVII of the annexure referred to in Para 3 of their report, we would like to inform that a long downturn in the industry compounded by weak rupee had impacted the cash flows of the Company in this financial year. The Company could not meet a small part of its payment commitments to one bank. The Company has substantially reduced the outstanding owed to this bank by paying an amount of Rs.115.86 Crore during the year. The balance of Rs.20.37 Crore outstanding at the year end is expected to be cleared within a short span of time in the new financial year from internal accruals. The cash accruals are expected to improve in the next financial year with improvement in business, while the scheduled debt repayments will go down. This is expected to correct the temporary mismatch in the shot term liabilities and assets.

Cost Auditors

pursuant to a directive of the Central Government, your Company is required to conduct a Cost Audit in respect of its polyester operations every year until further notice. Accordingly, qualified cost auditors were appointed to carry out audit of the cost accounts maintained by the Company for the year ended 31st March 2012.

Secretarial Due Diligence Report

In order to achieve highest level of Corporate Governance, Secretarial Audit of the records of the Company was conducted by qualified practicing Company Secretaries to carry out audit of the secretarial records maintained by the Company for the year ended 31 March 2012.

Industrial Relations/Human Resources

your Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under report. your Company firmly believes that a dedicated workforce constitute the primary source of sustainable competitive advantage. Accordingly, human resource development continues to receive focused attention. your Directors wish to place on record their appreciation for the dedicated and commendable services rendered by the staff and workforce of your Company.

Acknowledgements

your Directors take this opportunity to offer their sincere thanks to various departments of the Central and State Governments, government agencies, financial institutions, banks, shareholders, customers, employees and other related organizations, who through their continued support and co-operation, have helped in your Company's progress.

For and on behalf of the Board of Directors of

Indo Rama Synthetics (India) Limited

O.p. Lohia

Chairman & Managing Director

place: Gurgaon

Date: 25 April 2012

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Mar 31, 2011

The Directors take pleasure in presenting the 25th Annual Report together with the audited accounts for the financial year ended 31 March 2011.

Financial Highlights

The financial performance of your Company for the year ended 31 March 2011 is summarised below.

(Rs. million)

Particulars Year Ended Year Ended 31 March 2011 31 March 2010

Net Sales and Other Income 28,487.70 25,565.75

Profit before Financial expenses, Depreciation and Tax ( EBIDTA) 4,279.00 2,338.06

Financial Expenses 696.60 770.39

Profit before Depreciation and Tax ( PBDT) 3,582.40 1,567.67

Depreciation 1,499.00 1,491.47

Profit / (Loss) before Tax 2,083.40 76.20

Provision for taxation 689.30 4.88

Profit / (Loss) after Tax 1,394.10 71.32

Profit brought forward from previous year 2,257.67 780.21

Transfer from Debenture Redemption Reserve - 12.03

Profits available for Appropriation 2,257.67 863.57

Appropriations :

Proposed Dividend on equity shares 151.83 -

Corporate Tax on Proposed Dividend 50.43 -

Surplus carried to Balance Sheet 1,703.70 863.57

Total Appropriation 1,905.96 863.57

The Board of Directors has recommended a final dividend of Rs. 1 per equity share of the face value of Rs. 10/- each for the financial year ended 31 March 2011. (Total dividend is Rs. 2 per share for the financial year 2010-11)

Operational and Financial Review

During the year under report, your Company recorded gross sales of Rs. 30,001 million as againstn Rs. 26,594 million in previous year, representing an increase of 12.81% which is considered satisfactory considering the present market scenario. EBIDTA is up at Rs. 4,279 million as against Rs. 2,338 million last year representing an increase of 83%. Profit Before Tax stood at Rs. 2,083 million against a Rs. 76 million for the previous year.

This year the net profit Stood at Rs. 1,394 million as against Rs. 71 million last year. The turnaround in profits was possible due to improvement in margins coupled with optimal utilization of resources and reduction in interest cost.

Your Company is witnessing an improved business environment marked by a combination of rising raw material prices and improvement in demand for finished goods. There has also been growing interest from relatively new segments like technical and home textiles, which in turn is contributing to the demand. Despite the multifarious business challenges of 2010, we have been able to achieve motivating results. It is encouraging to see that both domestic as well as export segments are registering increase in demand across all our products.

Polyester demand is expected to further rise on back of high prices of cotton and other alternate fibres. Cotton prices have already reached a record high, and are continuously rising because of short supply. Moreover, no further capacities are being further added going forward in near term, in existing polyester fibre capacities. The demand for polyester products is expected to rise at faster pace in coming years because of widening price gap between cotton and polyester products. All these will augur well for us in the coming years.

In financial year 2010-11, we have gone ahead with several value addition projects like replacing Furnace Oil (FO) based heat treatment media (HTM) with coal based plant, expansion in high capacity Draw Texturised Yarn (DTY) machines which will convert more POY into value added DTY products and also setting up Stream turbine generator of 11MW capacity. All these projects shall be operational in the current financial year. On completion, these initiatives will significantly contribute to our operational efficiency and reduction in cost and thereby increasing our profits.

Dividend

The Board of Directors has recommended a final dividend of Rs. 1 per equity share of the face value of Rs. 10/- each for the financial year ended 31 March 2011, amounting to Rs. 15,18,22,242. This is in addition to the interim Dividend for financial year 2010-11 of Rs. 1 per equity share of the face value of Rs. 10/- each paid in 7 March 2011. The total dividend payout for the financial year 2010-11 would be Rs. 30,36,44,484 (excluding the Corporate Dividend Tax), and is as per the financial needs of business.

Corporate Governance

A detailed report on the corporate governance system and practices of your Company along with auditors certificate on its compliance are given as a separate chapter in the Annual Report.

Management Discussion and Analysis

A detailed report on Management Discussion and Analysis is provided as a separate chapter in the Annual Report.

Issuance of Securities

Preferential allotment of warrants.

Pursuant to approval of the members of the Company the Company allotted 20,000,000 (Twenty million) preferential convertible warrants at Rs. 40.60 each. (including premium of Rs. 30.60 per equity share) on preferential basis to two of the promoter companies. Lohia Industries Pvt. Ltd. and Indo Rama Retail Holdings Pvt Ltd. on 9 November 2010. The warrants are convertible into equity shares of Rs. 10 each on or before 18 months from the date of allotment of warrants i.e. on or before 8 May 2012.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information required under Section 217 (1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure forming part of this Report.

Particulars of Employees

Information as per Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, forms part of this Report. However, as per the provisions of Section 219(1) (b) (iv) of the Act, the Report and Accounts are being sent to all the members excluding the statement containing the particulars of employees to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy.

Fixed Deposits

The Company has not invited /accepted any deposits during the year ended on 31 March 2011 within the meaning of Section 58 A of the Companies Act, 1956 and the Rules made thereunder.

Directors

In accordance with Article 133 of the Articles of Association of the Company,

Mr. M.L. Lohia and Dr. A. Pandalai retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. A Brief resume of these

Directors is given in the notice of the 25th Annual General Meeting to the Shareholders of the Company.

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of annual accounts for the financial year ended 31 March 2011, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(ii) the Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2011 and of the profits of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts for the financial year ended 31 March 2011 on a going concern basis.

Auditors

M/s B S R and Associates, Chartered Accountants, the Statutory Auditors of the Company shall retire at the conclusion of the forthcoming Annual General Meeting, and have confirmed their eligibility for re-appointment in accordance with Section 224(1B) of the Companies Act, 1956.

As regards observation of the auditor in para (xi) of the Annexure referred to in para 3 in their Report, the Company had incurred losses during financial year 2008-09 due to economic downturn and forex losses that adversely impacted the cash flow of financial year 2009-10. Due to above Company could not meet some of its financial commitments in time to Bank/Financial Institutions. During the year the Company has reached to the reschedulement arrangements with all the banks and

financial institutions for its long term borrowings except for a bank. The Company has initiated steps to comply with the terms and conditions wherever applicable, of these reschedulement arrangements. In respect of a bank an understanding has been arrived to make the payment to the said bank of its dues in periodic manner.

Cost Auditors

Pursuant to a directive of the Central Government, your Company is required to conduct a Cost Audit in respect of its Polyester operations every year until further notice. Accordingly, qualified cost auditors were appointed to carry out audit of the cost accounts maintained by the Company for the year ended 31 March 2011.

Industrial Relations/Human Resources

Your Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under report. Your Company firmly believes that a dedicated workforce constitute the primary source of sustainable competitive advantage. Accordingly, human resource development continues to receive focused

attention. Your Directors wish to place on record their appreciation for the dedicated and commendable services rendered by the staff and workforce of your Company.

Acknowledgements

Your Directors take this opportunity to offer their sincere thanks to various departments of the Central and State Governments, government agencies, financial institutions, banks, shareholders, customers, employees and other related organisations, who through their continued support and co-operation, have helped in your Companys progress.

For and on behalf of the Board of Directors of Indo Rama Synthetics (India) Limited

A.K.Ladha Director

Vishal Lohia Whole-time Director

Place: Gurgaon Date : 26 April 2011

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Mar 31, 2010

The Directors take pleasure in presenting the 24th Annual Report together with the audited accounts for the financial year ended 31 March 2010.

Financial Highlights

The financial performance of your Company for the year ended 31 March 2010 is summarised below.

(Rs. Million)

Particulars Year Ended Year Ended

31 March 2010 31 March 2009

Net Sales and Other Income 25,565.75 24,666.98

Profit before Financial expenses, Depreciation and Tax (EBIDTA) 2,338.06 1,347.72

Financial Expenses 770.39 1,137.90

Profit before Depreciation and Tax (PBDT) 1,567.67 209.82

Depreciation 1,491.47 1,514.75

Prior period expenses - 162.01

Profit / (Loss) before Tax 76.20 (1,466.94)

Provision for Taxation including Fringe Benefit Tax 10.18 7.42

Provision for Deferred Tax / (Credit) (5.30) (496.02)

Profit / (Loss) after Tax 71.32 (978.34)

Profit brought forward from previous year 780.21 1,746.52

Transfer from Debenture Redemption Reserve 12.03 12.03

Profits carried to Balance Sheet 863.57 780.21

Operational and Financial Review

During the year under report, your Company recorded gross sales of Rs. 26,594 million and net sales of Rs. 25,260 million representing a marginal increase of 3.3% as compared to the previous year which is considered satisfactory considering the effect of the economic downturn. EBIDTA is up at Rs. 2,338 million as against Rs. 1,348 million last year representing an increase of 73.4%. Profit Before Tax stood at Rs. 76.20 Million against a loss of Rs. 1466.94 million for the previous year. There is net profit of Rs. 71.32 million as against a loss of Rs. 978.34 million last year. The turnaround in profits was possible due to cost competitiveness, optimal utilization of resources and reduction in interest cost.

The year gone by was not only challenging but was also successful in certain terms after the global economic meltdown. After the steep fall in demand due to economic downturn came the phase of demand stability. There are signs of demand growth in the domestic market and there are also indication of recovery happening in the US, EU and other global markets which should have its positive impact. Exports have started picking up and the manufacturing sector is witnessing better realization and improved margins.

The stimulus package announced by the government in 2008 to counter the global recessionary onslaught had substantially achieved the desired objective. Symptoms of economic recovery had started appearing more clearly, hence government decided to partially roll

back stimulus package in February 2010. For textile industry, the stimulus package was withdrawn from July 2009 which impacted the textile industry and the Company for quite sometime.

With the cotton prices ruling at significantly high level, the relative position of polyester amongst competing fibres will lead to better offtake of polyester products.

The Power business continues contributing to both revenue and profitability. The demand supply gap of power in our country for the coming several years shall keep us in good stead in the arena.

Dividend

For the purpose of ploughing back the funds into business, your Directors do not recommend any dividend for the Financial Year 2009-10.

Corporate Governance

A detailed report on the corporate governance system and practices of your Company along with auditors certificate on its compliance are given as a separate chapter in the Annual Report.

Management Discussion and Analysis

A detailed report on Management Discussion and Analysis is provided as a separate chapter in the Annual Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information required under Section 217 (1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure forming part of this Report.

Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, forms part of this Report.

Fixed Deposits

The Company has not invited /accepted any deposits during the year ended on 31 March 2010 within the meaning of Section 58 A of the Companies Act, 1956 and the Rules made thereunder.

Directors

During the year under report Dr. Arvind Pandalai was co-opted as non executive independent Director on the Board of the Company w.e.f. 20th July, 2009. Dr. Pandalai has also been appointed as member of the Audit Committee and the Remuneration Committee of the Company. Dr. Pandalai is the retired Chairman of State Trading Corporation. Your Directors are of the opinion that the Company will be immensely benefited by his rich experience and guidance from time to time.

In accordance with Article 133 of the Articles of Association of the Company, Mr. O. P. Vaish and Mr. A. K. Ladha retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. A Brief resume of these Directors is given in the notice of the 24th Annual General Meeting to the Shareholders of the Company.

Mr. T. Miyazaki has resigned from the directorship of the Company w.e.f. 15th April, 2010. The Directors placed on record their appreciation for the valuable contribution made by Mr. T. Miyazaki.

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

i. in the preparation of annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

ii. the Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2010 and of the profits of the Company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding

the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the Directors have prepared the annual accounts for the financial year ended 31st March 2010 on a going concern basis.

Auditors

M/s B S R and Associates, Chartered Accountants, the Statutory Auditors of the Company shall retire at the conclusion of the forthcoming Annual General Meeting, and have confirmed their eligibility for re-appointment in accordance with Section 224(1B) of the Companies Act, 1956.

As regards observations of the Auditors in para (xi) and (xvii) of the Annexure referred to in para 3 in their Report, the Company had incurred losses during the financial year 2008-09 due to economic downturn and forex losses that adversely impacted the cash flow of the current financial year (FY 2009-10). As a result of such cash flow mismatches, the Company could not meet some of its financial commitments in times to Banks/Financial Institutions. Subsequent to the year end, the Banks/Financial Institutions have approved the reschedulement in-principle with certain terms and conditions and the Company has initiated steps either to comply with such conditions or is in process of renegotiating the same with the respective lenders. Rest of the observations of the Auditors read with the relevant notes to accounts are self explanatory.

Cost Auditors

Pursuant to a directive of the Central Government, your Company is required to conduct a Cost Audit in respect of its Polyester operations every year until further notice. Accordingly, qualified cost auditors were appointed to carry out audit of the cost accounts maintained by the Company for the year ended 31st March, 2010.

Industrial Relations/Human Resources

Your Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under report. Your Company firmly believes that a dedicated workforce constitute the primary source of sustainable competitive advantage. Accordingly, human resource development continues to receive focused attention. Your Directors wish to place on record their appreciation for the dedicated and commendable services rendered by the staff and workforce of your Company.

Acknowledgements

Your Directors take this opportunity to offer their sincere thanks to various departments of the Central and State Governments, government agencies, financial institutions, banks, shareholders, customers, employees and other related organisations, who through their continued support and co-operation, have helped in your Companys progress.

For and on behalf of the Board of Directors of

Indo Rama Synthetics (India) Limited

Place : New Delhi O. P. Lohia

Dated : 25th September, 2010 Chairman & Managing Director