REPORT ON CORPORATE GOVERNANCE
Company's Philosophy on Code of Governance
Corporate Governance is an integral part of Indo Rama's value system, management ethos and business practices. The Company's corporate governance initiatives are based on:-
•Commitment to excellence and customer satisfaction;
• Commitment to maximizing long-term shareholder value;
• Commitment to responsible and ethical corporate conduct; and
•Concern for the environment and sustainable development.
The Company regularly evaluates and defines its management practices which are aimed at enhancing its commitment to ensure that these basic tenets of corporate governance are met. At Indo Rama, the basic Corporate Governance norms have been institutionalized as an enabling and facilitating business process at the Board, Management and Operational levels. Business practices are regularly reviewed and reaffirmed against these tenets and all steps are taken to ensure that Company operates beyond the mandatory regulatory framework of good corporate governance.
This chapter, along with the chapters on Management Discussion and Analysis and Additional Shareholders Information, reports Indo Rama's compliance with Clause 49 of the Listing Agreement with BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).
Appropriate Governance Structure with defined Roles and Responsibilities
The Company, Indo Rama Synthetics (India) Limited (IRSL), has put in place an internal governance structure with defined roles and responsibilities of every constituent of the system. The Company's shareholders appoint the Board of Directors, which in turn governs the Company. The Board has established seven Committees to discharge its responsibilities in an effective manner. IRSL's Company Secretary acts as the Secretary to all the Committees of the Board. The Chairman and Managing Director (CMD) provides overall direction and guidance to the Board. Concurrently, the CMD is responsible for overall implementation. In the operations and functioning of the Company, the CMD is assisted by two Executive Directors and a core group of senior level Executives.
Best Corporate Governance practices
IRSL maintains the highest standards of corporate governance. It is the Company's constant endeavour to adopt the best corporate governance practices keeping in view of codes of Corporate Governance. Some of the best implemented governance norms include the following:
The Company has a designated Lead Independent Director with a defined role;
• All securities related filings with Stock Exchanges and SEBI will be reviewed every quarter by the Company's Stakeholders Relationship Committee of Directors;
• The Company has independent Board Committees for matters related to corporate governance and stakeholders' interface and nomination of Board members;
• The Company's internal audit is conducted by independent auditors.
Board of Directors
Composition of the Board, Board Meetings and Attendance
As on 31 March 2015, Indo Rama's Board comprised of seven Directors. There are three Executive Directors on the Board, including the executive Chairman. One director is non-executive and non-independent; the remaining three Directors are non-executive independent Directors. During 2014-15, the Board of the Company met four times on 20 May 2014; 7 August 2014; 13 November 2014 and 13 February 2015. The maximum gap between any two Board meetings was less than one hundred twenty days. Table 1 gives the attendance of Directors at Board Meetings, last Annual General Meeting (AGM) and number of other Directorship and Chairmanship / Membership of Committees of each Director in various Companies
As detailed in the table above, none of the Directors is a member of more than 10 Board-level Committees of Public Companies in which they are Directors nor Chairman of more than five such Committees.
As on 31 March 2015, the number of Independent Directors on the Board does not meet the 'composition criterion' as laid down by the Securities and Exchange Board of India (SEBI). The shortfall in the number of independent directors is because of demise of Mr. O.P. Vaish and the Board of Directors of the Company, at their meeting held on 18 May 2015, have appointed Ms. Ranjana Agarwal as additional Director (non-executive Independent Women Director) with effect from 18 May 2015.
Selection of Independent Directors
Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field/profession, and who can effectively contribute to the Company's business and policy decisions are considered by the Nomination and Remuneration Committee, for appointment, as Independent Directors on the Board. The Committee, inter-alia, considers qualification, positive attributes, area of expertise and number of Directorships and Memberships held in various committees of other companies by such persons. The Board considers the Committee's recommendation, and takes appropriate decision. Every Independent Director, at the first meeting of the Board in which he participates as a Director and there after at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under law.
Lead Independent Director
The Company's Board of Directors has designated Mr. Ashok Kumar Ladha as the Lead Independent Director. The Lead Independent Director's role is as follows:
• To preside over all meetings of Independent Directors;
• To ensure there is an adequate and timely flow of information to Independent Directors;
• To liaise between the Chairman and Managing Director, the Management and the Independent Directors;
• To preside over meetings of the Board and Share holders when the Chairman and Managing Director is not present, or where he is an interested party;
• To perform such other duties as may be delegated to the Lead Independent Director by the Board/ Independent Directors.
Meetings of Independent Directors
The Company's Independent Directors are required to meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Company's affairs and put forth their views to the Lead Independent Director.
The Lead Independent Director takes appropriate steps to present Independent Directors' views to the Chairman and Managing Director.
During the financial year 2014-15, one meeting of Independent Directors was held on 13 February 2015.
Directors with Material Pecuniary or Business Relationship with the Company
As mandated by Clause 49, the Independent Directors of the Company:
• are a person of integrity and possesses relevant expertise and experience;
• are not a promoter of the company or its holding, subsidiary or associate company;
•are not related to promoters or directors in the company, its holding, subsidiary or associate company;
• apart from receiving Director's remuneration (sitting fee), do not have any material pecuniary relationships or transactions with the Company, its Promoters or Directors, its Senior Management which may affect independence of these Directors.
• none of there relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to 2% or more of its gross turnover or total income or X 50 lakhs or such higher amount as may be prescribed, whichever is lower, during the 2 immediately preceding financial years or during the current financial year;
• have not been an key managerial personnel or is or has been employee of the Company in the immediately preceding three financial years.
• are not employee or proprietor or partners or were not employee or proprietor or partners during the preceding three years of the:
o Statutory audit firm or company secretary in practice or cost auditor the internal audit firm that is associated with the Company.
o Legal/consulting firm(s) that have a material association with the Company.
• are not substantial shareholders of the Company, i.e., do not own two percent or more of the block of voting shares.
• are not a Chief Executive or director, by whatever name called, of any non-profit organisation that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company.
• are not material suppliers, service providers or customers or lessors or lessees to the Company which may affect independence of the Directors.
Transactions with related parties are disclosed in Note No. 34 of the 'Notes to the Financial Statements'. There has been no material pecuniary transaction or relationship between the Company and its Non-executive and/or Independent Directors during the financial year 2014-15.
It has always been the Company's policy and practice that apart from matters requiring Board's approval by statute, all major decisions including quarterly results of the Company, financial restructuring, capital expenditure proposals, annual operating plans and budgets, Quarterly details of foreign exchange exposures, collaborations, material investment proposals in joint venture/promoted Companies, sale and acquisition of material nature of assets, mortgages, guarantees, donations, etc., are regularly placed before the Board. This is in addition to information with regard to actual operations; major litigation feedback reports, information on senior level appointments just below the Board level and minutes of all Committee Meetings.
The information as required to be placed before Board of Directors as per Code of Corporate Governance is being made available to the Board as and when applicable.
The Board of Directors of the Company is presented with detailed notes along with the agenda papers well in advance of the meetings. The Board periodically reviews compliance reports of all laws applicable to the Company as well as steps taken by the Company to rectify instances of non-compliances.
Compliance with the Code of Conduct
The Company's Board has laid down a Code of Conduct for all Board members and Senior Management of the Company. The code of conduct is available on the website of the Company, www.indoramaindia.com. All Board members and
Senior Management Personnel have affirmed compliance with the code of conduct during the financial year 2014-15. A declaration signed by the Chairman & Managing Director to this effect is enclosed at the end of this report.
Board material distributed in advance
The agenda and notes on agenda are circulated to Directors in advance, and in the defined agenda format. All material information is incorporated in the agenda for facilitating meaningful and focused discussions at the meeting. Where it is not practicable to attach any document to the agenda, it is tabled before the meeting with specific reference to this effect in the agenda. In special and exceptional circumstances, additional or supplementary item(s) on the agenda are permitted.
Recording minutes of proceedings at Board and Committee Meetings
The Company Secretary records minutes of proceedings of each Board and Committee meeting. Draft minutes are circulated to Board/ Board Committee members for their comments. The Minutes are entered in the Minutes Book within 30 days from the conclusion of the Meeting.
Please refer to the details stated in the Management Discussion & Analysis Report.
Committees of the Board
As on 31 March 2015, the Audit Committee of the Company comprises of four Directors, viz.; Mr. Ashok Kumar Ladha, Mr. Vishal Lohia, Dr. Arvind Pandalai and Mr. Suman Jyoti Khaitan. Mr. Ashok Kumar Ladha, Dr. Arvind Pandalai and Mr. Suman Jyoti Khaitan are Independent Directors. Mr. Ashok Kumar Ladha is the Chairman of the Audit Committee. The constitution of the Audit Committee meets the requirement of Section 177 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement. All the members of the Audit Committee are financially literate and have accounting and financial management expertise. The Chairman of the Audit Committee Mr. Ashok Kumar Ladha attended the 28th Annual General Meeting (AGM) held on 1 August 2014 and answered the shareholders queries.
During 2014-15, the Audit Committee of the Company met four times on 20 May 2014; 7 August 2014; 13 November 2014 and 13 February 2015. Table 2 gives the attendance record of the members of the Audit Committee.
The Chairman & Managing Director and the Chief Financial Officer, representatives of the Statutory Auditors and Internal Auditors are permanent invitees to the Audit Committee Meetings. The Company Secretary acts as the Secretary to the Audit Committee.
Powers of the Audit Committee
• To investigate any activity within its terms of reference;
•To seek any information from any employee;
•To obtain outside legal or other professional advice;
• To secure attendance of outsiders with relevant expertise, if it considers necessary.
Role of the Audit Committee, inter-alia, includes the following:
• Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
• Recommendation for appointment, remuneration and terms of appointment of auditors of the company; Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
• Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
• Matters required to be included in the Director's Responsibility Statement to be included in the Board's Report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
• Changes, if any, in accounting policies and practices and reasons for the same;
• Major accounting entries involving estimates based on the exercise of judgment by management;
• Significant adjustments made in the financial statements arising out of audit findings;
• Compliance with listing and other legal requirements relating to financial statements;
•Disclosure of any related party transactions;
• Qualifications in the draft audit report.
• Reviewing with the management, the quarterly financial statements before submission to the board for approval;
• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
• Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;
• Approval or any subsequent modification of transactions of the Company with related parties;
• Scrutiny of inter-corporate loans and investments;
• Valuation of undertakings or assets of the Company, wherever it is necessary;
• Evaluation of internal financial controls and risk management systems;
• Reviewing, with the management, performance of statutory auditors, including cost auditors and internal auditors, adequacy of the internal control systems;
• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit;
• Discussion with Internal Auditors of any significant findings and follow up there on.
• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
• Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
• To look into the reasons for substantial defaults, if any, in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
• To review the functioning of the Whistle Blower mechanism;
• Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
• Review financial statements, in particular the investments made by the Company's unlisted subsidiaries
• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;
• Reviewing the following information;
• Management discussion and analysis of financial condition and results of operations; o Statement of significant related party transactions (as defined by the Audit Committee), submitted by Management;
• Management letters / letters of internal control weaknesses issued by the statutory auditors;
• Internal audit reports relating to internal control weaknesses; and
• The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.
• To call for comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and to discuss any related issue with the internal and statutory auditors and the management of the Company.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of three members, viz.; Mr. Ashok Kumar Ladha, Dr. Arvind Pandalai and Mr. Suman Jyoti Khaitan. Mr. Ashok Kumar Ladha is the Chairperson of this Committee. The Nomination and Remuneration Committee shall identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid-down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance.
The role of the Nomination and Remuneration Committee shall, inter-alia, include the following:
• Formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees;
•Formulation of criteria for evaluation of Independent Directors and the Board;
• Devising a policy of Board diversity;
• Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
The Chairman of the Nomination and Remuneration Committee is required to be present at the Annual General Meeting, to answer the shareholders' queries.
Two meetings of Nomination and Remuneration Committee took place on 20 May 2014 and 13 November 2014 during the financial year 2014-15.
Remuneration Policy and details of Remuneration paid to Directors:
Subject to the approval of Board of Directors and subsequent approval by the Shareholders at the General Meeting and such authorities as the case may be the remuneration of the Managing Director, Whole-time Directors and Key Managerial Personnel (KMPs) of the Company is fixed by the Nomination and Remuneration Committee. Remuneration is determined considering various factors such as qualification, experience, expertise, prevailing remuneration in the competitive industries, financial position of the Company, etc. The remuneration structure comprises Basic Salary, commission linked to profits, perquisites and allowances, contribution to provident fund and other funds in accordance with various related provisions of the Companies Act, 2013. The non-executive Directors have not drawn any remuneration from the Company except sitting fee for meetings of the Board and Committees attended by them. Remuneration paid or payable to the Directors of the Company during the year ended 31 March 2015 is set forth in Table 3 below.
Role of the Company Secretary in overall Governance Process
The Company Secretary plays a key role in ensuring that the Board procedures are followed and regularly reviewed. The Company Secretary ensures that all relevant information, details and documents are made available to the Directors and senior management for effective decision-making at the meetings. The Company Secretary is primarily responsible to assist and advise the Board in the conduct of affairs of the Company, to ensure compliance with applicable statutory requirements and Secretarial Standards, to provide guidance to directors and to facilitate convening of meetings. He interfaces between the management and regulatory authorities for governance matters.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee (SR Committee) is primarily responsible to review / monitors and redressal of Investors' / Shareholders' grievances.
The SR Committee's composition and the terms of reference meet with the requirements of Clause 49 of the Listing Agreement and provisions of the Companies Act, 2013.
The Stakeholders Relationship Committee comprises of three members, viz.; Mr. Ashok Kumar Ladha, Mr. Om Prakash Lohia and Mr. Vishal Lohia. Mr. Ashok Kumar Ladha is the Chairperson of this Committee. The Stakeholders Relationship Committee met four times during the year 2014-15 on 2 July 2014, 30 September 2014, 5 January 2015 and 31 March 2015. Table 5 gives the details of attendance.
Banking and Finance Committee
The Banking and Finance Committee presently comprises of three Directors, viz.; Mr. Om Prakash Lohia, Mr. Ashok Kumar Ladha and Mr. Vishal Lohia. The Chairman of the Committee is appointed by a voice vote at each meeting and any two members present form a quorum. The Committee is authorised to decide and oversee matters relating to banking operations and to decide the investment strategy with regard to the available short term surplus funds with the Company as well as the borrowings from banks and financial institutions. The Committee enjoys the delegation of the Board in matters relating to the borrowings/ placement of funds in normal and routine course of business. The other terms of reference, inter-alia, include review of capital structure, financial policies, treasury and foreign exchange risk management. During 2014-15, the Banking and Finance Committee met five times on 20 May 2014, 14 July 2014, 17 September 2014, 13 November 2014 and 13 February 2015.
Allotment and Share Transfer Committee
The Company has a Committee of Directors known as the 'Share Allotment and Transfer Committee' to look into and decide matters pertaining to share allotment, transfers, duplicate share certificates and related matters. As on 31 March 2015, the Committee comprises of Mr. Om Prakash Lohia, Mr. Ashok Kumar Ladha and Mr. Vishal Lohia. The Chairman is appointed by a voice vote and quorum is any two members present. During 2014-15, the Share Allotment and Transfer Committee met nine times on 19 April 2014, 29 May 2014, 25 July 2014, 1 September 2014, 10 October 2014, 13 November 2014, 17 December 2014, 23 February 2015 and 16 March 2015.
The details of attendance of the Committee members are given below in Table 7. Committee for 2014-15.
Corporate Social Responsibility Committee
The "Corporate Social Responsibility Committee" (CSR Committee) was constituted and considering the requirements of the Companies Act, 2013 relating to constitution of a Corporate Social Responsibility Committee. The CSR Committee shall institute a transparent monitoring mechanism for implementation of CSR projects or programmes, activities undertaken by the Company. The functions of CSR Committee are as follows:
Formulate and recommend to the Board, a Corporate Social Responsibility Policy, which shall indicate the activities to be undertaken by the company as specified in Schedule VII of the Companies Act, 2013; Recommend the amount of expenditure to be incurred on the CSR activities;
Monitor the Corporate Social Responsibility Policy of the company from time to time;
Prepare a transparent monitoring mechanism for ensuring implementation of the project/programmes/ activities proposed to be undertaken by the Company.
The Committee comprises of Mr. Om Prakash Lohia, Mr. Vishal Lohia and Dr. Arvind Pandalai. Mr. Om Prakash Lohia is the Chairperson of this Committee. The Company Secretary acts as the Secretary to the CSR Committee.
Subsidiary Companies Monitoring Framework
All subsidiary companies of the Company are Board managed with their Boards having the rights and obligations to manage such Companies in the best interest of their stakeholders. The Company monitors performance of subsidiary Companies, inter-alia, by the following means:
Financial statements, in particular the investments made by the unlisted subsidiary Companies, are reviewed quarterly by the Audit Committee of the Company.
? All minutes of Board meetings of the unlisted subsidiary Companies are placed before the Company's Board regularly.
? A statement containing all significant transactions and arrangements entered into by the unlisted subsidiary Companies is placed before the Company's Board.
Dr. Arvind Pandalai, Independent Director of the Company has been appointed as an Independent Director on the Board of Indo Rama Renewables Limited, a subsidiary of the Company.
Management Discussion and Analysis
This Annual Report has a detailed chapter on Management Discussion and Analysis.
1. There are no materially significant related party transactions that might have potential conflict with the interest of the Company at large.
2. No penalty or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any Statutory Authority on any matter relating to capital markets during the last three years.
The Company has complied with all the mandatory requirement of clause 49 of the Listing Agreement, except composition of Board of Directors as on 31 March 2015, which have fallen short by one Independent Director, due to death of Mr. O. P. Vaish. Further, in alignment with the requirements of Clause 49 (II) (A) (1) of the Listing Agreement, the Board of Directors have appointed Ms. Ranjana Agarwal as an additional Director (non-executive Independent Women Director) with effect from 18 May 2015.
3. Indo Rama has followed the Accounting Standards prescribed under the Companies (Accounting Standards) Rules, 2006 in preparation of its financial statements.
4. In compliance with the SEBI regulation on prevention of insider trading, the Company has laid down a comprehensive code of conduct for its management and staff. The code lays down guidelines which advise them on procedures to be followed and disclosures to be made, while dealing with shares of the company and cautioning them of the consequences of violations.
Vigil Mechanism / Whistle Blower Policy
The Company has established a Vigil Mechanism (Whistle Blower) Policy for Directors and Employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy.
The Vigil Mechanism shall provide adequate safeguards against victimization of Director(s) / Employee(s), who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The details of establishment of the vigil mechanism disclosed by the Company on its website, www.indoramaindia.com
CEO / CFO Certification
The Chairman and Managing Director (as the CEO of the Company) and Chief Financial Officer (CFO) of the Company have certified to the Board of Directors the accuracy of financial statements and adequacy of internal controls for financial reporting purposes, as required under Clause 49 (V) of the Listing Agreement, for the year ended 31 March 2015.
Appointment / Re-appointment of Directors
Mr. Vishal Lohia is retiring by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Brief resume of Director, nature of their expertise in special functional areas and Company names in which they hold Directorships, Memberships/ Chairmanships of Board Committees and shareholding in the Company are given in the notice of the 29th Annual General Meeting.
The Company is fully compliant with the applicable mandatory requirements of Clause 49 except constitution of the Board in respect to Independent Directors, which has fallen short due to demise of Mr. O. P. Vaish, as on 31 March, 2015. Further, in alignment with the requirements of Clause 49 (II) (A) (1) of the Listing Agreement, the Board of Directors have appointed Ms. Ranjana Agarwal as an additional Director (non-executive Independent Women Director), with effect from 18 May 2015.
Adoption of Non- Mandatory Requirements
Separate posts of Chairman and CEO: The Company has appointed separate persons to the post of Chairman and CEO.
Reporting of Internal Auditor: The Internal Auditors of the Company report directly to the Audit Committee.
Auditor's Certificate on Corporate Governance
The Company has obtained a Certificate from the Company Secretary in Practice regarding compliance of conditions of corporate governance, as mandated in Clause 49. The certificate is annexed to this Report.
Means of Communication
Quarterly results: The Company's quarterly results are published in "The Financial Express" (English) and "Loksatta" (Marathi) and are displayed on its website, www.indoramaindia.com . Hence, these are not separately sent to individual shareholders. The Company, however, furnishes the quarterly and half-yearly results on receipt of a request from any shareholder.
News releases, presentations, among others: Official news releases and official media releases are sent to Stock Exchanges.
Website: The Company's website, www.indoramaindia <http://www.indoramaindia>. com, contains a separate dedicated section 'Investor Relations' where shareholders' information is available. The Company's Annual Report is also available in a user-friendly and downloadable form.
Annual Report: The Annual Report containing, inter-alia, Audited Annual Accounts, Consolidated Financial Statements, Directors' Report, Auditors' Report and other important information is circulated to members and others entitled thereto. The Management's Discussion and Analysis (MDA) Report forms part of the Annual Report and is displayed on the Company's website, www.indoramaindia.com
NSE Electronic Application Processing System (NEAPS):
The NEAPS is a web-based application designed by NSE for corporates. All periodical compliance filings like Shareholding Pattern, Corporate Governance Report, Audited/Un-audited Financial Results are filed electronically on NEAPS.
BSE Corporate Compliance & Listing Centre (the 'Listing Centre'): BSE's Listing Centre is a web-based application designed for corporates. All periodical compliance filings like Shareholding Pattern, Corporate Governance Report,Media Releases, Audited/Un-audited Financial Results are also filed electronically on the Listing Centre.
SEBI Complaints Redress System (SCORES): The investor complaints are processed in a centralised web-based complaints redress system. The salient features of this system are: Centralised database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.
Designated Exclusive email-id: The Company has designated the following email-id exclusively for investor servicing: firstname.lastname@example.org
General Shareholder Information
Company Registration Details
The Company is registered in the State of Maharashtra, India. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L17124MH1986PLC166615
Annual General Meeting
(Day, Date, Time and Venue) ; Thursday, 30 July, 2015 at 1:30 PM A-31, MIDC Industrial Area, Butibori, Nagpur-441122, Maharashtra.
1 April to 31 March Financial Calendar, 2015-16 (tentative)
1st Quarter Results : 1st /2nd Week of August, 2015
2nd Quarter Results : 1st /2nd Week of November, 2015
3rd Quarter Results : 1st /2nd Week of February, 2016
Audited Annual Accounts for the year ended 31 March 2016 : 3rd/4th Week of April, 2016
Annual General Meeting : August, 2016
Date of Book Closure
Thursday, 23 July 2015 to Thursday, 30 July, 2015 (both days inclusive) for payment of Dividend.
Dividend Payment Date
Subject to requisite approvals, Credit/dispatch of dividend warrants will be done between 20 August 2015 to 25 August 2015.
Listing on Stock Exchange and Stock Codes
Equity Shares of Indo Rama Synthetics (India) Limited are listed on the BSE Limited (BSE), Mumbai and National Stock Exchange of India Limited (NSE), Mumbai. The stock codes of the Company are as follows:
? BSE: 500207
? NSE: INDORAMA
The ISIN number for Equity Shares of the Company on both the NSDL and CDSL is INE 156A 01020.
All listing and custodial fees to the Stock Exchanges and Depositories have been paid to the respective institutions.
Listing of GDRs
The Company's GDRs, each comprising eight underlying shares of the Company, are listed with Luxembourg Stock Exchange at Societe de la Bourse de Luxembourg, 11, Avenue de la Porte -Neuve, L-2227 Luxembourg.
1,286,320 GDRs were outstanding as on 31 March 2015, representing 10,290,560 Equity Shares of Rs.10/- each, constituting 6.78% of the share capital of the Company. The Company has already issued the underlying shares for GDRs which are held by the Depository, namely, The Bank of New York Mellon.
There are no convertible instruments which could result in increasing the equity capital of the Company. Stock Market Price Data
Table 9 below gives the monthly high and low prices of Indo Rama Synthetics (India) Limited equity shares at BSE Limited (BSE), the National Stock Exchange of India Limited (NSE) for the financial year 2014-15.
Reconciliation of Share Capital Audit
A qualified practicing Company Secretary carried out reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL.
Registrar and Transfer Agent
MCS Share Transfer Agent Limited F-65, First Floor, Okhla Industrial Area, Phase-1 New Delhi - 110 020. Tel. No.: +91-11-4140 6149-52, Fax No.: +91-11-4170 9881 E-mail email@example.com / admin@mcsdel.
Share Transfer System
Share transfers are registered and returned in the normal course within an average period of 15 days from the date of receipt, if the documents are clear in all respects. Requests for dematerialisation of shares are processed and confirmation thereof is given to the respective depositories, i.e., National securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) within 15 days.
The Company obtains from a Company Secretary in Practice half-yearly certificate of compliance with the share transfer formalities as required under Clause 47(c) of the Listing Agreement and files a copy of the said certificate with the Stock Exchanges. There are no legal proceedings against the Company on any share transfer matter.
Table 10 below gives the position of shares held in electronic form as on 31 March 2015.
Table 10: Status of Dematerialisation as on 31 March 2015. No. of Shares 150,916,989 99.40% of total share capital
Transfer of unclaimed dividend to Investor Education and Protection Fund (IEPF)
During the year under review, the Company has credited Rs. 4.25 Lakhs to the Investor Education and Protection Fund (IEPF) pursuant to Section 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001.
Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies)
Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 1 August 2014 (date of last Annual General Meeting) on the Company's website, www.indoramaindia.com and on the website of the IEPF, viz.; www.iepf.gov.in
Pursuant to Section 205C of the Companies Act, 1956, Table 13 below details the dates of declaration of Dividend and corresponding dates when unclaimed dividends are due for transfer to Investor Education and Protection Fund (IEPF).
Shareholders who have not so far en-cashed their dividend warrant(s) or have not received the same are requested to seek issue of duplicate warrant(s) by writing to the Company confirming non-encashment/non-receipt of dividend warrant(s).
The Company has its manufacturing and operating complex at:
A-31, MIDC Industrial Area Butibori, Nagpur-441 122 Maharashtra, India Tel. : +91-7104-663000-01 Fax. : +91-7104-663200
Compliance Officer for Investor Redressal
Mr. Jayant K Sood Head-Corporate &Company Secretary Indo Rama Synthetics (India) Limited 20th Floor, DLF Square, DLF Phase-II, NH-8, Gurgaon-122002 Tel No. +91-124-4997000; Fax: +91-124-4997070 E-mail ID: firstname.lastname@example.org
Address for Correspondence
Indo Rama Synthetics (India) Limited A-31, MIDC, Industrial Area Butibori, Nagpur-441122 Maharashtra, India Tel. No.:+91-7104-663000-01 Fax No.: +91-7104-663200 Website: www.indoramaindia.com
Indo Rama Synthetics (India) Limited 20th Floor, DLF Square DLF Phase - II, NH-8 Gurgaon-122 002, Haryana, India.Tel. No.:+91-124-4997000 Fax No.: +91-124-4997070 E-Mail: email@example.com
Registrar &Share Transfer Agent
MCS Share Transfer Agent LimitedF-65, First Floor Okhla Industrial Area, Phase-1 New Delhi-110 020, India Tel. No.:+91-11-4140 6149-52 Fax No.:+91-11-4170 9881 E-mail: firstname.lastname@example.org
For guidance on depository services, Shareholders may write to the Company or to the respective Depositories:
National Securities Depository Ltd.
4th Floor, 'A' Wing, Trade World Kamala Mills Compound, Senapati Bapat Marg Lower Parel, Mumbai-400013 Telephone : +91-22-24994200 Fax : +91-22-24976351 E-mail : email@example.com Website : www.nsdl.co.in
Central Depository Services (India) Ltd Phiroze Jeejeebhoy Towers 17th Floor, Dalal Street, Fort Mumbai-400001 Telephone : +91-22-22723333 Fax : +91-22-22723199 E-mail : firstname.lastname@example.org Website : www.cdslindia.com